AMERICAN CENTURY VARIABLE PORTFOLIOS INC
485BPOS, 1997-09-12
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   As filed with the Securities and Exchange Commission on September 12, 1997

             1933 Act File No. 33-14567; 1940 Act File No. 811-5188
- --------------------------------------------------------------------------------

                       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._22_                            _X__

                                     and/or

REGISTRATION STATEMENT UNDER THE 
INVESTMENT COMPANY ACT OF 1940                                       _X__
                                                                     
         Amendment No._22_


                   AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
                  --------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


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


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


                             James E. Stowers, III
         American Century Tower, 4500 Main Street, Kansas City, MO 64111
        ---------------------------------------------------------------- 
                    (Name and address of Agent for service)
 
        Approximate Date of Proposed Public Offering: September 15, 1997


It is proposed that this filing become effective:

_____  immediately upon filing pursuant to paragraph (b) of Rule 485
__X__  on September 15, 1997 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, 1996, was filed on February 27, 1997.

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


The VP  Capital  Appreciation,  VP  Value,  VP  Balanced,  VP  Advantage  and VP
International  Prospectuses  dated  May  1,  1997  are  incorporated  herein  by
reference to the  Registrant's  filing pursuant to Rule 485(b) on April 28, 1997
(Accession # 0000814680-97-000005).

The VP Balanced  Supplement to the Prospectus  dated May 1, 1997 is incorporated
herein by reference to the Registrant's filing pursuant to Rule 497(e) on May 1,
1997 (Accession # 0000814680-97-000006).

The Statement of Additional  Information  dated May 1, 1997 is  incorporated  by
reference  to the  Registrant's  filing  pursuant to Rule 485(b) on on April 28,
1997 (Accession # 0000814680-97-000005).
<PAGE>
================================================================================
                              CROSS REFERENCE SHEET

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

         N-1A Item No.              Location
         -------------              --------
PART A

Item 1. Cover Page                  Cover Page
Item 2. Synopsis                    N/A
Item 3. Condensed Financial         Financial Highlights
          Information
Item 4. General Description         Investment Policies of
          of Registrant             the Funds; Shareholders of Variable 
                                    Portfolios; Other Investment
                                    Practices, Their Characteristics
                                    and Risks; Performance
                                    Advertising; Distribution
                                    of Fund Shares; Further
                                    Information About
                                    American Century
Item 5. Management of the           Management
        Fund
Item 6. Capital Stock and           Further Information About
        Other Securities            American Century
Item 7. Purchase of Securities      Share Price; Distributions
        Being Offered               
Item 8. Redemption                  Share Price
Item 9. Pending Legal               N/A
        Proceedings


- --------------------------------------------------------------------------------
PART B
- --------------------------------------------------------------------------------

Item 10. Cover Page                 Cover Page
Item 11. Table of Contents          Table of Contents
Item 12. General Information        N/A
Item 13. Investment Objectives      Selection of Investments;
         and Policies               Additional Investment Restrictions;
                                    Futures Contracts; An Explanation of
                                    Fixed Income Securities Ratings;
                                    Short Sales; Portfolio Turnover;
Item 14. Management of the          Officers and Directors;
         Registrant                 Management;
                                    Custodians
Item 15. Control Persons            Capital Stock
         and Principal
         Holders of Securities
Item 16. Investment Advisory        Management;
         and Other Services         Custodians
Item 17. Brokerage Allocation       Brokerage;
                                    Performance Advertising
Item 18. Capital Stock and          Capital Stock
         Other Securities           
Item 19. Purchase, Redemption       N/A
         and Pricing of
         Securities Being
         Offered
Item 20. Tax Status                 N/A
Item 21. Underwriters               N/A
Item 22. Calculation of             Performance Advertising
         Performance Data
Item 23. Financial Statements       Financial Statements
<PAGE>
                                   PROSPECTUS


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


                               SEPTEMBER 15, 1997

                               AMERICAN CENTURY
                                   VARIABLE
                               PORTFOLIOS, INC.

                              VP Income & Growth

[front cover]


                                  PROSPECTUS
                              SEPTEMBER 15, 1997

                              VP Income & Growth

                  AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

    American  Century  Variable  Portfolios,  Inc. is a part of American Century
Investments,  a family of funds that  includes  nearly 70 no-load  mutual  funds
covering a variety of investment  opportunities.  Variable Portfolios offers its
shares only to insurance  companies to fund the benefits of variable  annuity or
variable life  insurance  contracts.  One of the funds,  VP Income & Growth,  is
described in this  Prospectus.  Its investment  objective is listed on page 2 of
this  Prospectus.  The other funds are described in separate  prospectuses.  You
should consult the prospectus of the separate account of the specific  insurance
product  that  accompanies  this  Prospectus  to see which  series  of  Variable
Portfolios are available for purchase for such insurance product.

    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.

    This Prospectus  gives you  information  about the fund that you should know
before investing. Please read this Prospectus carefully and retain it for future
reference.

    Additional   information   is  included  in  the   Statement  of  Additional
Information dated September 15, 1997, and filed with the Securities and Exchange
Commission.  It is incorporated  into this Prospectus by reference.  To obtain a
copy without charge, call or write:

                          AMERICAN CENTURY INVESTMENTS
                       4500 Main Street * P.O. Box 419385
                Kansas City, Missouri 64141-6385 * 1-800-345-3533
                        International calls: 816-531-5575
                     Telecommunications Device for the Deaf:
                   1-800-345-1833 * In Missouri: 816-444-3038

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.


PROSPECTUS                                                                1


                       INVESTMENT OBJECTIVE OF THE FUND

AMERICAN CENTURY VP INCOME & GROWTH

    The investment  objective of VP Income & Growth is dividend growth,  current
income and capital  appreciation.  The fund will seek to achieve its  investment
objective by investing in common stocks.


  There is no assurance that the fund will achieve its investment objective.

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


2      INVESTMENT OBJECTIVE                   AMERICAN CENTURY INVESTMENTS


                               TABLE OF CONTENTS

Investment Objective of the Fund .......................................... 2

INFORMATION REGARDING THE FUND

Investment Policies of the Fund ........................................... 4
Risk Factors and Investment Techniques .................................... 4
    Portfolio Optimization ................................................ 4
    Investments in Stocks ................................................. 4
Shareholders of Variable Portfolios ....................................... 6
Other Investment Practices, Their Characteristics
 and Risks ................................................................ 6
    Portfolio Turnover .................................................... 6
    Convertible Securities ................................................ 6
    Interest Rate Futures Contracts
       and Options Thereon ................................................ 6
    Short-Term Instruments ................................................ 7
    Foreign Securities .................................................... 7
    Securities Lending .................................................... 7
    Other Techniques ...................................................... 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 ............................................................. 9
Taxes ..................................................................... 9
Management ................................................................ 9
    Investment Management ................................................. 9
    Investment Performance of Similar Fund ................................10
    Code of Ethics ........................................................10
    Transfer and Administrative Services ..................................11
Distribution of Fund Shares ...............................................11
Further Information About American Century ................................11


PROSPECTUS                                        TABLE OF CONTENTS       3


                        INFORMATION REGARDING THE FUND

INVESTMENT POLICIES OF THE FUND

    American Century Variable  Portfolios,  Inc. 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 identified on page 2 of this  Prospectus,  and any other  investment
policies  designated as  "fundamental" in this Prospectus or in the Statement of
Additional Information, cannot be changed without shareholder approval. The 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 VP Income & Growth is to seek divided  growth,
current  income and  capital  appreciation.  The fund will seek to  achieve  its
investment objective by investing in common stocks.

RISK FACTORS AND INVESTMENT TECHNIQUES

PORTFOLIO OPTIMIZATION

    The manager uses quantitative management strategies in pursuit of the fund's
investment objective. Quantitative management combines two investment management
approaches.  The first is active management,  which allows the manager to select
investments for the fund without  reference to an index or investment model. The
second is  indexing,  in which the manager  tries to match the fund's  portfolio
composition to that of a particular index.

    The primary management technique the manager uses is portfolio optimization.
The manager constructs the fund's portfolio to match the risk characteristics of
the S&P 500 and then optimizes each portfolio to achieve the desired  balance of
risk and return potential. This includes targeting a dividend yield that exceeds
that of the S&P 500.

    The fund's portfolio  holdings are drawn primarily from equity securities of
the 1,500  largest  companies  traded in the  United  States  (ranked  by market
capitalization).

    Portfolio  optimization  may cause the fund to be more  heavily  invested in
some industries than in others.  However,  the fund may not invest more than 25%
of its total assets in companies whose principal business  activities are in the
same industry.  In addition,  the fund is a "diversified"  investment company as
defined in the Investment  Company Act of 1940.  This means that  investments in
any single issuer are limited to restrictions under the Investment Company Act

    The fund may  invest  in  securities  or engage  in  transactions  involving
instruments  other than equity  securities,  as discussed in the section  titled
"OTHER INVESTMENT PRACTICES, THEIR CHARACTERISTICS AND RISKS," page 6.

INVESTMENTS IN STOCKS

    The fund may be an appropriate  component of a stock portfolio for investors
seeking total return  through  diversified  investments  in stocks,  bonds,  and
short-term instruments.  The fund invests primarily in stocks, which may enhance
inflation-adjusted  returns.  The following  chart  illustrates  how stocks have
historically  outpaced  inflation and produced higher returns than bonds. If you
seek a steady stream of monthly  investment  income, VP Income & Growth may be a
good investment for you. Of course, no single mutual fund can provide a balanced
investment plan.


4      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS

[line chart - data below]
CHART 1-Growth of Stocks, Bonds & Inflation
            S&P 500 Index   Govt. Bonds      Inflation
Dec-25           1.00           1.00           1.00
Dec-26           1.12           1.08           0.99
Dec-27           1.53           1.17           0.96
Dec-28           2.20           1.18           0.96
Dec-29           2.02           1.22           0.96
Dec-30           1.52           1.27           0.90
Dec-31           0.86           1.20           0.81 
Dec-32           0.79           1.41           0.73 
Dec-33           1.21           1.41           0.73
Dec-34           1.20           1.55           0.75
Dec-35           1.77           1.62           0.77
Dec-36           2.37           1.75           0.78
Dec-37           1.54           1.75           0.80
Dec-38           2.02           1.85           0.78
Dec-39           2.01           1.96           0.78
Dec-40           1.81           2.08           0.79
Dec-41           1.60           2.10           0.86
Dec-42           1.93           2.16           0.94
Dec-43           2.43           2.21           0.97
Dec-44           2.91           2.27           0.99
Dec-45           3.96           2.51           1.01
Dec-46           3.64           2.51           1.20
Dec-47           3.85           2.45           1.31
Dec-48           4.06           2.53           1.34
Dec-49           4.83           2.69           1.32 
Dec-50           6.36           2.69           1.39 
Dec-51           7.89           2.59           1.48 
Dec-52           9.34           2.62           1.49 
Dec-53           9.24           2.71           1.50 
Dec-54          14.11           2.91           1.49
Dec-55          18.56           2.87           1.50 
Dec-56          19.78           2.71           1.54
Dec-57          17.65           2.91           1.59
Dec-58          25.30           2.73           1.61 
Dec-59          28.32           2.67           1.64 
Dec-60          28.45           3.04           1.66 
Dec-61          36.11           3.07           1.67 
Dec-62          32.95           3.28           1.69
Dec-63          40.47           3.32           1.72 
Dec-64          47.14           3.44           1.74
Dec-65          53.01           3.46           1.78
Dec-66          47.67           3.59           1.84
Dec-67          59.10           3.26           1.89
Dec-68          65.64           3.25           1.98
Dec-69          60.06           3.09           2.10
Dec-70          62.47           3.46           2.22
Dec-71          71.41           3.92           2.29
Dec-72          84.96           4.14           2.37
Dec-73          72.50           4.09           2.58
Dec-74          53.31           4.27           2.89
Dec-75          73.14           4.67           3.10
Dec-76          90.58           5.45           3.24
Dec-77          84.08           5.41           3.46
Dec-78          89.59           5.35           3.78 
Dec-79         106.11           5.28           4.28
Dec-80         140.51           5.07           4.81 
Dec-81         133.62           5.17           5.24 
Dec-82         162.22           7.25           5.44 
Dec-83         198.75           7.30           5.65 
Dec-84         211.20           8.43           5.87 
Dec-85         279.12          11.04           6.10 
Dec-86         330.67          13.74           6.16
Dec-87         347.97          13.37           6.44 
Dec-88         406.46          14.67           6.72 
Dec-89         534.46          17.32           7.03 
Dec-90         517.50          18.39           7.46 
Dec-91         675.59          21.94           7.69 
Dec-92         727.41          23.71           7.91 
Dec-93         800.08          28.03           8.13
Dec-94         810.54          25.86           8.35 
Dec-95       1,113.92          34.04           8.56 
Dec-96       1,370.90          33.73           8.85 

Source: Ibbotson Associates, Stocks, Bonds, Bills and Inflation.

    In contrast to bond investors,  common stock investors  forego the certainty
of coupon  interest  payments.  However,  they enjoy the potential for increased
dividend income if the issuing company  prospers.  As indicated  below,  Chart 2
compares the growth of dividends  from S&P 500 stocks with the rate of inflation
over a 50-year period.

[line chart - data below]

CHART 2-Growth of Dividends vs. Inflation
              Inflation  S&P 500 Dividends 
Dec-46          1.00           1.00
Dec-47          1.09           1.18 
Dec-48          1.12           1.31 
Dec-49          1.10           1.61 
Dec-50          1.16           2.07 
Dec-51          1.23           1.99 
Dec-52          1.24           1.99 
Dec-53          1.25           2.04
Dec-54          1.24           2.17 
Dec-55          1.25           2.31 
Dec-56          1.28           2.45 
Dec-57          1.32           2.52 
Dec-58          1.35           2.46 
Dec-59          1.37           2.58 
Dec-60          1.39           2.75
Dec-61          1.40           2.85 
Dec-62          1.41           3.00 
Dec-63          1.44           3.21 
Dec-64          1.45           3.52 
Dec-65          1.48           3.83 
Dec-66          1.53           4.04 
Dec-67          1.58           4.11
Dec-68          1.65           4.32 
Dec-69          1.75           4.45 
Dec-70          1.85           4.42 
Dec-71          1.91           4.32 
Dec-72          1.98           4.44 
Dec-73          2.15           4.76 
Dec-74          2.41           5.07
Dec-75          2.58           5.18 
Dec-76          2.71           5.70 
Dec-77          2.89           6.58 
Dec-78          3.15           7.14 
Dec-79          3.57           7.96 
Dec-80          4.01           8.68 
Dec-81          4.37           9.34
Dec-82          4.54           9.68 
Dec-83          4.71           9.99 
Dec-84          4.90          10.61 
Dec-85          5.08          11.13 
Dec-86          5.14          11.66 
Dec-87          5.37          12.41 
Dec-88          5.60          13.70
Dec-89          5.86          15.56 
Dec-90          6.22          17.04 
Dec-91          6.41          17.18 
Dec-92          6.60          17.44 
Dec-93          6.78          17.72 
Dec-94          6.96          18.56 
Dec-95          7.14          19.42
Dec-96          7.38          20.99 

Sources: Ibbotson Associates, Stocks, Bonds, Bills and Inflation and
Standard and Poor's Security Price Index Record

    Historical  equity  index  returns  suggest  that  stocks  provide  superior
investment returns over the long term. Over short periods of time, however,  the
prices  of  individual  stocks  and the  stock  market  as a  whole  can be very
volatile.  The following table shows best and worst average annual total returns
for the S&P 500 over time spans of one,  five,  10 and 20 years between 1926 and
1996.


VARIABILITY OF S&P 500 RETURNS
- --------------------------------------------------------------------------------
                 1 YR            5 YRS           10 YRS         20 YRS
Best            53.99%           23.92%          20.06%         16.86%
Worst          -43.34%          -12.47%          -0.89%          3.11%
- --------------------------------------------------------------------------------

Source: Ibbotson Associates, Stocks, Bonds, Bills and Inflation. This analysis
is based on historical annual total return figures
for the S&P 500.


    Notice that the  difference  between the best and worst return  decreases as
the measure of time increases. Stock market investing may not make sense for you
unless you are prepared to ride out the markets' ups and downs.

    As  indicated  below,  Chart 3  compares  the  historical  risk  vs.  reward
characteristics of stocks  (represented by the S&P 500), bonds (represented by a
20-year U.S.  Treasury bond), and Treasury bills. As you can see,  historically,
stocks have  provided  higher  returns at greater risk than  Treasury  bonds and
bills over the long term.

[bullet chart - data below]

CHART 3-Risk vs. Reward (1926-1996)
                                       T-Bills    Govt. Bonds    S&P 500
Reward - Average Annual Total Return    3.74%        5.08%        10.71%
Risk - Standard Deviation               3.26%        9.21%        20.32%

Source: Ibbotson Associates, Stocks, Bonds, Bills and Inflation.


    THE  HISTORICAL S&P 500 DATA PRESENTED HERE ARE NOT INTENDED TO SUGGEST THAT
AN INVESTOR  WOULD HAVE  ACHIEVED  COMPARABLE  RESULTS BY  INVESTING  IN ANY ONE
EQUITY SECURITY OR IN MANAGED PORTFOLIOS OF EQUITY SECURITIES, SUCH AS THE FUND,
DURING THE PERIODS SHOWN.  THE S&P 500 IS AN UNMANAGED  INDEX  REPRESENTING  THE
PERFORMANCE  OF 500 MAJOR  COMPANIES,  MOST OF WHICH ARE  LISTED ON THE NEW YORK
STOCK EXCHANGE.  INVESTORS CANNOT INVEST DIRECTLY IN THE S&P 500. THE HISTORICAL
CONDITIONS THAT GAVE RISE TO THE PATTERNS  ILLUSTRATED HERE MAY NOT BE REPEATED.
TRANSACTION  COSTS AND OTHER  EXPENSES OF MANAGING A COMMON STOCK  PORTFOLIO ARE
NOT  REFLECTED IN THE FIGURES  SHOWN.  S&P 500 IS A  REGISTERED  SERVICE MARK OF
STANDARD AND POOR'S CORPORATION.


PROSPECTUS                           INFORMATION REGARDING THE FUND       5


SHAREHOLDERS OF VARIABLE PORTFOLIOS

    Variable  Portfolios  will offer its shares only to insurance  companies for
the purpose of funding  variable  annuity or variable life insurance  contracts.
Although  Variable  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 Variable Portfolios might at some
time be in  conflict  due to future  differences  in tax  treatment  of variable
products or other  considerations.  Consequently,  Variable 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 PRACTICES, THEIR CHARACTERISTICS
AND RISKS

    For additional information,  see "INVESTMENT  RESTRICTIONS" in the Statement
of Additional Information.

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.
The manager  believes that the rate of portfolio  turnover is irrelevant when it
determines 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  mutual  funds
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.

CONVERTIBLE SECURITIES

    Although the fund's equity  investments  consist  primarily of common stock,
the fund may buy securities  convertible into common stock,  such as convertible
bonds,  convertible  preferred  stocks,  and warrants.  The manager may purchase
these  securities if it believes  that a company's  convertible  securities  are
undervalued in the market.

INTEREST RATE FUTURES CONTRACTS AND OPTIONS THEREON

    The fund may buy or sell  interest rate futures  contracts  relating to debt
securities ("debt futures," i.e., futures relating to indexes on types or groups
of bonds)  and  write or buy put and call  options  relating  to  interest  rate
futures contracts.

    For options sold, the fund will segregate cash or appropriate  liquid assets
including equity  securities and debt securities of any grade equal to the value
of securities underlying the option unless the option is otherwise covered.

    The fund will  deposit  appropriate  liquid  assets or cash in a  segregated
custodial  account in an amount  equal to the  fluctuating  market value of long
futures  contracts  it has  purchased,  less any  margin  deposited  on its long
position.  It may hold cash or acquire such debt  obligations for the purpose of
making these deposits.

    The fund may use futures and options  transactions to maintain cash reserves
while remaining fully invested,  to facilitate  trading,  to reduce  transaction
costs, or to pursue higher investment  returns when a futures contract is priced
more attractively than its underlying security or index.

    Since futures  contracts and options thereon can replicate  movements in the
cash markets for the securities in which the fund invests without the large cash
investments  required for dealing in such markets,  they may subject the fund to
greater and more volatile risks than might  otherwise be the case. The principal
risks related to the use of such instruments are (1) the offsetting  correlation
between  movements in the market  price of the  portfolio  investments  (held or
intended) being hedged and in the price of the futures contract or option may be
imperfect;  (2)  possible  lack of a liquid  secondary  market for  closing  out
futures or option


6    INFORMATION REGARDING THE FUND              AMERICAN CENTURY INVESTMENTS


positions;   (3)  the  need  of  additional   portfolio  management  skills  and
techniques;  and (4) losses due to unanticipated  market price movements.  For a
hedge to be  completely  effective,  the price change of the hedging  instrument
should equal the price change of the securities  being hedged.  Such equal price
changes are not always  possible  because the investment  underlying the hedging
instrument may not be the same investment that is being hedged.

    The ordinary spreads between prices in the cash and futures markets,  due to
the differences in the nature of those markets,  are subject to distortion.  Due
to the possibility of distortion,  a correct  forecast of general  interest rate
trends by the  manager  may still not result in a  successful  transaction.  The
manager  may be  incorrect  in its  expectations  as to the  extent  of  various
interest rate movements or the time span within which the movements take place.

    See the Statement of Additional  Information for further  information  about
these instruments and their risks.

SHORT-TERM INSTRUMENTS

    For liquidity  purposes,  the fund may invest in  high-quality  money market
instruments with remaining  maturities of one year or less. Such instruments may
include U.S. government securities,  certificates of deposit,  commercial paper,
and bankers' acceptances.

    The fund may also enter into repurchase  agreements,  collateralized by U.S.
government  securities,  with banks or broker-dealers that are deemed to present
minimal credit risk. Credit risk determinations are made by the manager pursuant
to  guidelines  established  by the Board of Directors.  A repurchase  agreement
involves  the purchase of a security  and a  simultaneous  agreement to sell the
security back to the seller at a higher price.  Delays or losses could result if
the other party to the agreement defaults or becomes bankrupt.

    The fund may invest up to 5% of its total  assets in any money  market  fund
advised by the manager,  provided that the  investment  is  consistent  with the
fund's investment policies and restrictions.

FOREIGN SECURITIES

    The fund may invest in securities of foreign issuers,  including instruments
that trade on  domestic  or foreign  securities  exchanges  in U. S.  dollars or
foreign  currencies.  Securities  of  foreign  issuers  may be  affected  by the
strength of foreign  currencies  relative to the U.S.  dollar or by political or
economic developments in foreign countries. Foreign companies may not be subject
to accounting  standards or  governmental  regulations  comparable to those that
affect  U.S.  companies,  and there may be less public  information  about their
operations.

SECURITIES 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.  This practice
could  result in a loss or a delay in  recovering  the fund's  securities.  Such
loans may not exceed one-third of the fund's total assets taken at market value.

OTHER TECHNIQUES

    The manager  may buy other types of  securities  or employ  other  portfolio
management  techniques on behalf of the fund. When SEC guidelines  require it to
do so, the fund will set aside cash or appropriate liquid assets in a segregated
account to cover its  obligations.  See the Statement of Additional  Information
for a more  detailed  discussion  of these  investments  and  some of the  risks
associated with them.


PROSPECTUS                           INFORMATION REGARDING THE FUND       7


PERFORMANCE ADVERTISING

    From time to time the fund (or the insurance  companies that use the fund 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 or average
annual total return, yield and effective yield.

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

    A quotation of yield reflects the fund's income over a stated period of time
expressed as a percentage  of the fund's share  price.  The  effective  yield is
calculated in a similar  manner but, when  annualized,  the income earned by the
investment is assumed to be  reinvested.  The  effective  yield will be slightly
higher  than  the  yield  because  of the  compounding  effect  on  the  assumed
reinvestment.

    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 SEC rules. The SEC yield should be regarded as an estimate of
the fund's rate of  investment  income,  and it may not equal the fund's  actual
income  distribution  rate, the income paid to a shareholder's  account,  or the
income reported in the fund's financial statements.

    The fund may also include in advertisements data comparing  performance with
the performance of non-related  investment media,  published  editorial comments
and performance  rankings compiled by independent  organizations (such as Lipper
Analytical  Services) and  publications  that monitor the  performance of mutual
funds.  Performance  information may be quoted numerically or may be represented
in a table, graph or other  illustration.  In addition,  fund performance may be
compared to well-known indices of market performance.  Fund performance also may
be  compared,  on a relative  basis,  to other  funds in our fund  family.  This
relative  comparison,  which  may be based  upon  historical  or  expected  fund
performance,  volatility  or  other  fund  characteristics,   may  be  presented
numerically, graphically or in text.

    All performance  information  advertised by the fund 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  the  fund  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.


8      INFORMATION REGARDING THE FUND            AMERICAN CENTURY INVESTMENTS


                    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.

    Shares  of the fund are sold and  redeemed  by the fund 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 VP  Income & Growth  shares  is also  referred  to as their net
asset value. Net asset value is determined by calculating the total value of the
fund's assets, deducting total liabilities and dividing the result by the number
of shares  outstanding.  Net asset value is  determined  at the close of regular
trading on each day that the New York Stock  Exchange is open.  Investments  and
requests to redeem shares  received by the separate  account before the close of
business of the Exchange,  usually 3 p.m. Central time, are effective,  and will
receive  the  price  determined,  that  day as of  the  close  of the  Exchange.
Investment,  redemption and exchange requests received  thereafter are effective
on, and receive the price  determined  as of the close of the  Exchange  on, the
next day the Exchange is open.

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

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

DISTRIBUTIONS

   
    In  general,  distributions  from net  investment  income  and net  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 invested in additional shares.
    

TAXES

    The fund has elected to be taxed under  Subchapter M of the Internal Revenue
Code,  which means to the extent its income is distributed to  shareholders,  it
pays no  income  tax.  For a  discussion  of the  tax  status  of your  variable
contract, refer to the prospectus of your insurance company separate account.

MANAGEMENT

INVESTMENT MANAGEMENT

    Under  the  laws of the  State  of  Maryland,  the  Board  of  Directors  is
responsible  for managing the business and affairs of the fund.  Acting pursuant
to an investment management agreement entered into with the


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW      9


fund, American Century Investment Management,  Inc. serves as the manager of the
fund.  Its  principal  place of business is American  Century  Tower,  4500 Main
Street, Kansas City, Missouri 64111.

    The manager has been providing  investment  advisory  services to investment
companies and institutional investors since it was founded in 1958.

    The manager supervises and manages the investment  portfolio of the fund and
directs the purchase and sale of its investment  securities.  It 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 VP Growth & Income team and their work
experience for the last five years are as follows:

    JOHN SCHNIEDWIND, Senior Vice President and Group Head--Quantitative Equity,
joined American Century in 1982.

    KURT BORGWARDT,  Director of Quantitative Research,  joined American Century
in 1990 and has served as the Director of Quantitative Research since then.

    The  activities  of the manager are subject only to directions of the fund's
Board of  Directors.  The  manager  pays  all the  expenses  of the fund  except
brokerage,   taxes,  interest,  fees,  expenses  of  the  non-interested  person
directors (including counsel fees) and extraordinary expenses.

    For the services provided to the fund, the manager receives an annual fee of
 .70% of the average net assets of the fund.  On the first  business  day of each
month,  each  series of shares  pays a  management  fee to the  manager  for the
previous  month  at the  rate  specified.  The  fee for the  previous  month  is
calculated by  multiplying  the  applicable fee for such series by the aggregate
average daily closing value of the series' net assets during the previous month,
and further  multiplying  that product by a fraction,  the numerator of which is
the number of days in the  previous  month and the  denominator  of which is 365
(366 in leap years).

INVESTMENT PERFORMANCE OF SIMILAR FUND

   
    The fund  commenced  operations on September 15, 1997,  and therefore has no
performance history. The fund is substantially  identical to another fund in the
American Century family of funds, American Century Income & Growth, has the same
management  fees,  same management  team and investment  policies,  expenses are
expected  to be  similar,  and it will  be  managed  with  the  same  investment
objective and strategies.  However,  additional expenses regarding the insurance
product may be applicable.  Please consult the separate account prospectus.  The
Average Annual Total Return information for American Century Income & Growth set
forth below is not the performance history of the fund, and is not an indication
of future performance of the fund.
    

                         AVERAGE ANNUAL TOTAL RETURNS
                       For periods ended June 30, 1997
- --------------------------------------------------------------------------------
                    ONE            THREE          FIVE            LIFE
                    YEAR           YEARS          YEARS         OF FUND*
- --------------------------------------------------------------------------------
American Century
Income &
Growth Fund         33.10%         27.51%         19.87%         20.41%
- --------------------------------------------------------------------------------

*American  Century  Income & Growth Fund  commenced  operations  on December 17,
1990.

CODE OF ETHICS

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


10   ADDITIONAL INFORMATION YOU SHOULD KNOW     AMERICAN CENTURY INVESTMENTS


TRANSFER AND ADMINISTRATIVE SERVICES

    American  Century  Services  Corporation,  4500 Main  Street,  Kansas  City,
Missouri  64111,  acts as transfer agent and dividend paying agent for the fund.
It provides facilities, equipment and personnel to the fund and is paid for such
services by the manager.  Certain administrative and recordkeeping services that
would  otherwise  be  performed  by the  transfer  agent may be performed by the
insurance company that purchases the fund's shares,  and the manager may pay the
insurance company for such services.

    The manager and the transfer agent are both wholly owned by American Century
Companies, Inc. James E. Stowers Jr., chairman of the fund's Board of Directors,
controls American Century  Companies,  Inc. by virtue of his voting control of a
majority of its common stock.

DISTRIBUTION OF FUND SHARES

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

FURTHER INFORMATION ABOUT AMERICAN CENTURY

    American  Century  Variable  Portfolios,  Inc.,  the issuer of the fund, 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 the fund 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 telephone to 816-531-5575.

    American Century Variable Portfolios, Inc. issues six series of common stock
with a par value of $.01 per share. Each series is commonly known as a fund. The
assets  belonging to each series of shares are held separately by the custodian.
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 for those
matters  which must be voted on  separately  by the  series of shares  affected.
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 votes  cast in an  election  of  directors  can elect all of the
directors  if they  choose to do so,  and,  in such  event,  the  holders of the
remaining  votes 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 the fund 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 the  fund,
shareholders  of each series of shares  shall be entitled to receive,  pro rata,
all of the assets less the liabilities of that series.

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


PROSPECTUS                   ADDITIONAL INFORMATION YOU SHOULD KNOW       11


                                     NOTES


12      NOTES                                  AMERICAN CENTURY INVESTMENTS


                                     NOTES


                                                              NOTES       13


P.O. BOX 419385
KANSAS CITY, MISSOURI
64141-6385

INSTITUTIONAL SERVICES:
1-800-345-3533 OR 816-531-5575

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-345-1833 OR 816-444-3038

FAX: 816-340-4360

INTERNET: www.americancentury.com


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


9709           [recycled logo]
SH-BKT-9020       Recycled
<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION


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


                               SEPTEMBER 15, 1997

                                AMERICAN CENTURY
                                    VARIABLE
                                PORTFOLIOS, INC.

                               VP Income & Growth

[front cover]


                       STATEMENT OF ADDITIONAL INFORMATION
                               SEPTEMBER 15, 1997

                  AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

This statement is not a prospectus  but should be read in  conjunction  with the
current Prospectus of VP Income & Growth, a series of shares of American Century
Variable  Portfolios,  Inc. Such prospectus is dated September 15, 1997.  Please
retain this document for future  reference.  To obtain a copy of the VP Income &
Growth prospectus,  call American Century at 1-800-345-3533 or 816-531-5575,  or
write to P.O. Box 419385, Kansas City, Missouri 64141-6385.

TABLE OF CONTENTS

Investment Restrictions ..................................................... 2
U.S. Government Securities .................................................. 2
Repurchase Agreements ....................................................... 3
When-Issued and Forward Commitment Agreements ............................... 3
Convertible Securities ...................................................... 4
Foreign Securities .......................................................... 4
Foreign Currency Exchange Transactions ...................................... 5
Depositary Receipts ......................................................... 5
Restricted Securities ....................................................... 6
Securities Lending .......................................................... 6
Put Options on Individual Securities ........................................ 6
Futures and Options Transactions ............................................ 7
Portfolio Turnover ..........................................................10
Performance .................................................................11
Officers and Directors ......................................................11
Management ..................................................................13
Custodian ...................................................................13
Independent Auditors ........................................................13
Capital Stock ...............................................................13
Brokerage ...................................................................14
Redemptions in Kind .........................................................15
Holidays ....................................................................15


STATEMENT OF ADDITIONAL INFORMATION                                       1


INVESTMENT RESTRICTIONS

    In achieving  its  objective,  the fund must conform to certain  fundamental
policies. These policies, which may not be changed without shareholder approval,
provide that the fund:

  (1)    Shall not lend any  security  or make any  other  loan if, as a result,
         more than  33-1/3% of the fund's  total  assets  would be lent to other
         parties,  except  (i)  through  the  purchase  of  debt  securities  in
         accordance with its investment objective,  policies and limitations, or
         (ii) by engaging in  repurchase  agreements  with  respect to portfolio
         securities.

  (2)    Shall not invest for purposes of exercising control over management.

  (3)    Shall not  issue  senior  securities,  except  as  permitted  under the
         Investment Company Act of 1940.

  (4)    Shall not act as an underwriter of securities by others,  except to the
         extent  that the fund  may be  considered  an  underwriter  within  the
         meaning of the Securities Act of 1933 in the  disposition of restricted
         securities.

  (5)    Shall not borrow any money,  except that the fund may borrow  money for
         temporary or emergency  purposes (not for  leveraging or investment) in
         an amount not exceeding  33-1/3% of the fund's total assets  (including
         the amount borrowed) less liabilities (other than borrowings).

  (6)    Shall not purchase or sell physical  commodities  unless  acquired as a
         result of ownership of securities or other  instruments;  provided that
         this policy  shall not  prohibit  the fund from  purchasing  or selling
         options and futures  contracts or from investing in securities or other
         instruments backed by physical commodities.

  (7)    Shall not purchase or sell real estate  unless  acquired as a result of
         ownership of  securities  or other  instruments.  This policy shall not
         prevent the fund from  investment in  securities  or other  instruments
         backed by real  estate or  securities  of  companies  that deal in real
         estate or are engaged in the real estate business.

  (8)    Shall not  concentrate  its  investments  in  securities of issues in a
         particular  industry (other than securities issued or guaranteed by the
         U.S. government or any of its agencies or instrumentalities).

    The Investment  Company Act imposes  certain  additional  restrictions  upon
acquisition  by the  corporation  of securities  issued by insurance  companies,
broker-dealers,  underwriters or investment advisors, and upon transactions with
affiliated persons as therein defined.  It also defines and forbids the creation
of cross and circular ownership.

   
    The  Investment  Company Act also provides  that a diversified  fund may not
invest  more than 25% of its assets in the  securities  of issuers  engaged in a
single industry.  In determining  industry groups for purposes of this standard,
the Securities and Exchange  Commission  ordinarily  uses the Standard  Industry
Classification  codes  developed by the United States  Office of Management  and
Budget. In the interest of ensuring adequate diversification,  the fund monitors
industry  concentration  using a more  restrictive  list of industry groups than
that  recommended by the SEC. The fund believes that these  classifications  are
reasonable and are not so broad that the primary economic characteristics of the
companies  in a single  class are  materially  different.  The use of these more
restrictive  industry  classifications  may,  however,  cause the fund to forego
investment  possibilities  which  may  otherwise  be  available  to it under the
Investment Company Act.
    

    Neither  the SEC nor any other  agency of the  federal  or state  government
participates in or supervises the fund's management or its investment  practices
or policies.

U.S. GOVERNMENT SECURITIES

     The fund may invest in U.S. government  securities,  including bills, notes
and bonds issued by the U.S.  Treasury and  securities  issued or  guaranteed by
agencies  or  instrumentalities  of the U.S.  government.  Some U.S.  government
securities  are supported by the direct full faith and credit pledge of the U.S.
government;  others are  supported by the right of the issuer to borrow from the
U.S.  Treasury;  others,  such as  securities  issued  by the  Federal  National
Mortgage Association,  are supported by the discretionary  authority of the U.S.
government to purchase the agencies' obligations; and others are supported only


2                                               AMERICAN CENTURY INVESTMENTS


by the  credit  of the  issuing  or  guaranteeing  instrumentality.  There is no
assurance  that  the  U.S.  government  will  provide  financial  support  to an
instrumentality it sponsors when it is not obligated by law to do so.

REPURCHASE AGREEMENTS

    In a repurchase  agreement (a "repo"), the fund buys a security at one price
and simultaneously  agrees to sell it back to the seller at an agreed upon price
on a specified date (usually  within seven days from the date of purchase) or on
demand.  The  repurchase  price  exceeds  the  purchase  price by an amount that
reflects an  agreed-upon  rate of return and that is  unrelated  to the interest
rate on the  underlying  security.  Delays or losses  could  result if the other
party to the agreement defaults or becomes bankrupt.

    The manager  attempts  to  minimize  the risks  associated  with  repurchase
agreements by adhering to the following criteria:

(1)   Limiting the  securities  acquired  and held by the fund under  repurchase
      agreement to U.S. government securities;

(2)   Entering  into  repurchase  agreements  only with primary  dealers in U.S.
      government  securities  (including  bank  affiliates) who are deemed to be
      creditworthy  under  guidelines  established  by a  nationally  recognized
      statistical  rating  organization  and  approved  by the  fund's  Board of
      Directors;

(3)   Monitoring  the  creditworthiness  of all  firms  involved  in  repurchase
      agreement transactions;

(4)   Requiring the seller to establish and maintain collateral equal to 102% of
      the  agreed-upon  resale  price,  provided,  however,  that  the  Board of
      Directors  may  determine  that  a  broker-dealer's   credit  standing  is
      sufficient  to  allow  collateral  to  fall  to as  low  as  101%  of  the
      agreed-upon  resale price  before the  broker-dealer  deposits  additional
      securities with the fund's custodian;

(5)   Investing  no  more  than  5% of  the  fund's  net  assets  in  repurchase
      agreements  that mature in more than seven days  (together  with any other
      illiquid security the fund holds); and

(6)   Taking  delivery of all  securities  subject to  repurchase  agreement and
      holding them in an account at the fund's custodian bank.

    The fund has received permission from the Securities and Exchange Commission
to participate in pooled repurchase agreements collateralized by U.S. government
securities  with other  mutual funds  advised by the  manager.  Pooled repos are
expected to increase the income the fund can earn from repo transactions without
increasing the risks associated with these transactions.

WHEN-ISSUED AND FORWARD
COMMITMENT AGREEMENTS

    The fund may engage in securities  transactions  on a when-issued or forward
commitment basis, in which the transaction price and yield are each fixed at the
time the  commitment  is made,  but payment and delivery  occur at a future date
(typically 15 to 45 days later).

    When purchasing securities on a when-issued or forward commitment basis, the
fund assumes the rights and risks of ownership, including the risks of price and
yield  fluctuations.  While the fund will make  commitments  to purchase or sell
securities on a when-issued  or forward  commitment  basis with the intention of
actually  receiving or delivering them, it may nevertheless  sell the securities
before the settlement  date if it is deemed  advisable as a matter of investment
strategy.

    In purchasing  securities on a when-issued or forward  commitment basis, the
fund will establish and maintain until the settlement date a segregated  account
consisting of cash or appropriate  liquid assets including equity securities and
debt securities of any grade in an amount sufficient to meet the purchase price.
When the time comes to pay for  when-issued  securities,  the fund will meet its
obligations with available cash, through the sale of securities, or, although it
would not normally expect to do so, through sales of the when-issued  securities
themselves  (which  may have a market  value  greater  or less  than the  fund's
payment   obligation).   Selling  securities  to  meet  when-issued  or  forward
commitment obligations may generate capital gains or losses.

    As an operating policy,  the fund will not commit more than 35% of its total
assets to when-issued or forward commitment  agreements.  If fluctuations in the
value of securities held cause more than 35% of


STATEMENT OF ADDITIONAL INFORMATION                                        3


the fund's total assets to be committed under when-issued or forward  commitment
agreements,  the  manager  need  not  sell  such  commitments,  but it  will  be
restricted from entering into further agreements on behalf of the fund until the
percentage of assets committed to such agreements is reduced to at least 35%. In
addition,  as an operating policy,  the fund will not enter into when- issued or
forward commitment transactions with settlement dates exceeding 120 days.

CONVERTIBLE SECURITIES

    The fund may buy securities that are convertible  into common stock.  Listed
below is a brief description of the various types of convertible  securities the
fund may buy.

    CONVERTIBLE BONDS are issued with lower coupons than nonconvertible bonds of
the same  quality  and  maturity,  but they give  holders the option to exchange
their bonds for a specific  number of shares of the company's  common stock at a
predetermined  price.  This  structure  allows the  convertible  bond  holder to
participate in share price movements in the company's  common stock.  The actual
return on a convertible bond may exceed its stated yield if the company's common
stock  appreciates  in value and the option to convert to common shares  becomes
more valuable.

    CONVERTIBLE  PREFERRED  STOCKS are nonvoting  equity  securities  that pay a
fixed  dividend.   These  securities  have  a  convertible  feature  similar  to
convertible  bonds;  however,  they do not have a  maturity  date.  Due to their
fixed-income  features,  convertible  issues  typically  are more  sensitive  to
interest  rate  changes  than  the  underlying  common  stock.  In the  event of
liquidation,  bondholders would have claims on company assets senior to those of
stockholders; preferred stockholders would have claims senior to those of common
stockholders.

    WARRANTS  entitle the holder to buy the issuer's  stock at a specific  price
for a specific  period of time. The price of a warrant tends to be more volatile
than, and does not always track, the price of its underlying stock. Warrants are
issued with expiration  dates.  Once a warrant  expires,  it has no value in the
market.

FOREIGN SECURITIES

    Although the fund may buy securities of foreign issuers in foreign  markets,
most of their foreign  securities  investments  are made by purchasing  American
Depositary  Receipts (ADRs),  "ordinary  shares," or "New York Shares." The fund
may  invest in  foreign-currency-denominated  securities  that  trade in foreign
markets if the manager  believes that such  investments  will be advantageous to
the fund.

    ADRs  are   dollar-denominated   receipts  representing   interests  in  the
securities  of a foreign  issuer.  They are  issued by U.S.  banks and traded on
exchanges or over the counter in the United States.  Ordinary  shares are shares
of foreign  issuers  that are traded  abroad  and on a U.S.  exchange.  New York
shares are shares that a foreign  issuer has allocated for trading in the United
States. ADRs, ordinary shares, and New York shares all may be purchased with and
sold for U.S. dollars, which protects the Fund from the foreign settlement risks
described below.

    Investing in foreign  companies may involve  risks not typically  associated
with investing in U.S. companies. The value of securities denominated in foreign
currencies and of dividends from such securities can change  significantly  when
foreign  currencies  strengthen or weaken relative to the U.S.  dollar.  Foreign
securities  markets  generally  have less trading volume and less liquidity than
U.S. markets, and prices in some foreign markets can be very volatile.

    Many foreign  countries lack uniform  accounting  and  disclosure  standards
comparable to those that apply to U.S.  companies,  and it may be more difficult
to obtain reliable information  regarding a foreign issuer's financial condition
and  operations.  In  addition,  the  costs  of  foreign  investing,   including
withholding  taxes,  brokerage  commissions,  and custodial  fees, are generally
higher than for U.S. investments.

    Foreign  markets may offer less  protection to investors than U.S.  markets.
Foreign  issuers,  brokers,  and  securities  markets  may be  subject  to  less
governmental  supervision.  Foreign security trading practices,  including those
involving  the  release of assets in advance of payment,  may involve  increased
risks in the event of a failed trade or the  insolvency of a  broker-dealer  and
may involve substantial delays. It may also be difficult to enforce legal rights
in foreign countries.


4                                            AMERICAN CENTURY INVESTMENTS


    Investing  abroad  carries  political and economic risks distinct from those
associated  with  investing in the United  States.  Foreign  investments  may be
affected  by actions of foreign  governments  adverse to the  interests  of U.S.
investors,  including the possibility of  expropriation  or  nationalization  of
assets, confiscatory taxation,  restrictions on U.S. investment, or restrictions
on the ability to repatriate  assets or to convert  currency into U.S.  dollars.
There may be a greater possibility of default by foreign governments or foreign-
government-sponsored enterprises.  Investments in foreign countries also involve
a risk of local political,  economic, or social instability,  military action or
unrest, or adverse diplomatic developments.

FOREIGN CURRENCY EXCHANGE TRANSACTIONS

    The manager may engage in foreign currency  exchange  transactions on behalf
of the  fund in  order to  manage  currency  risk.  Foreign  currencies  will be
purchased and sold regularly,  either in the spot (i.e.,  cash) market or in the
forward market (through forward foreign currency exchange contracts, or "forward
contracts").

    A forward foreign currency exchange contract is an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
agreed upon by the parties, commencing with the date of the contract, at a price
set at the time of the contract.  When the fund agrees to buy or sell a security
denominated in a foreign currency, it may enter into a forward contract to "lock
in" the U.S. dollar price of the security.  By entering into a forward  contract
to buy or sell the amount of foreign currency involved in a security transaction
for a fixed  amount of U.S.  dollars,  the manager can protect the fund  against
possible loss resulting  from adverse  changes in the  relationship  between the
U.S. dollar and the foreign  currency between the date the security is purchased
or sold  and the  date on  which  payment  is  made or  received.  This  type of
transaction is sometimes referred to as a "position hedge."

    However,  it should be noted that using  forward  contracts  to protect  the
fund's  foreign  investments  from  currency  fluctuations  does  not  eliminate
fluctuations  in the prices of the  underlying  securities  themselves.  Forward
contracts  simply  establish  a rate of  exchange  that can be  achieved at some
future point in time. Additionally,  although forward contracts tend to minimize
the risk of loss due to a decline in the value of the hedged currency, they also
limit any gain that might result if the hedged currency's value increases.

    Successful  use of  forward  contracts  depends  on the  manager's  skill in
analyzing and predicting currency values.  Although they are used for settlement
purposes,  forward contracts alter the fund's exposure to currency exchange rate
activity and could result in losses to the fund if  currencies do not perform as
the  manager  anticipates.  The fund  may  also  incur  significant  costs  when
converting assets from one currency to another.

    Foreign  exchange  dealers  do not  charge  fees for  currency  conversions.
Instead,  they  realize a profit  based on the  difference  (i.e.,  the  spread)
between the prices at which they are buying and selling  various  currencies.  A
dealer may offer to sell a foreign  currency  at one rate  while  simultaneously
offering a lesser rate of exchange on the purchase of that currency.

    The fund uses forward  contracts for currency  hedging purposes only and not
for  speculative  purposes.  The  fund is not  required  to enter  into  forward
contracts with regard to their foreign  holdings and will not do so unless it is
deemed appropriate by the manager.

     The fund's  assets  are  valued  daily in U.S.  dollars,  although  foreign
currency  holdings are not  physically  converted  into U.S.  dollars on a daily
basis.

DEPOSITARY RECEIPTS

    American  Depositary  Receipts and European  Depositary  Receipts  (ADRs and
EDRs) are receipts  representing  ownership of shares of a foreign-based  issuer
held in trust by a bank or similar financial institution. These are designed for
U.S. and European  securities  markets as alternatives to purchasing  underlying
securities in their corresponding national markets and currencies. ADRs and EDRs
can be sponsored or unsponsored.

    Sponsored  ADRs  and  EDRs are  certificates  in  which a bank or  financial
institution participates with a custodian.  Issuers of unsponsored ADRs and EDRs
are not contractually  obligated to disclose material  information in the United
States.  Therefore,  there may not be a correlation between such information and
the market value of the unsponsored ADR or EDR.


STATEMENT OF ADDITIONAL INFORMATION                                       5


RESTRICTED SECURITIES

    Restricted  securities  held by the fund  generally can be sold in privately
negotiated  transactions,  pursuant to an exemption from registration  under the
Securities Act of 1933, or in a registered public offering.  Where  registration
is required,  the fund may be required to pay all or a part of the  registration
expense,  and a  considerable  period may elapse  between the time it decides to
seek  registration  of the  securities and the time it is permitted to sell them
under an effective  registration  statement.  If,  during this  period,  adverse
market conditions were to develop,  the fund might obtain a less favorable price
than prevailed when it decided to try to register the securities.

SECURITIES LENDING

    The fund may lend  portfolio  securities  to earn  additional  income.  If a
borrower  defaulted on a securities  loan, the fund could  experience  delays in
recovering  the  securities  it loaned;  if the value of the  loaned  securities
increased in the meantime, the fund could suffer a loss.

    To minimize the risk of default on securities  loans, the manager adheres to
the following guidelines prescribed by the Board of Directors:

(1)   TYPE AND AMOUNT OF  COLLATERAL.  At the time a loan is made, the fund must
      receive,  from or on behalf of the borrower,  collateral consisting of any
      combination of cash and full faith and credit U.S.  government  securities
      equal to not less than 102% of the market value of the securities  loaned.
      Cash collateral received by the fund in connection with loans of portfolio
      securities  may be commingled by the fund's  custodian with other cash and
      marketable  securities,  provided that the loan agreement expressly allows
      such commingling. The loan must not reduce the risk of loss or opportunity
      for gain in the securities loaned.

(2)   ADDITIONS TO COLLATERAL.  Collateral  must be marked to market daily,  and
      the  borrower  must agree to add  collateral  to the extent  necessary  to
      maintain the 102% level  specified in  guideline  (1) above.  The borrower
      must  deposit  additional  collateral  no  later  than  the  business  day
      following  the  business day on which a  collateral  deficiency  occurs or
      collateral appears to be inadequate.

(3)   TERMINATION  OF LOAN.  The fund must have the option to terminate any loan
      of portfolio  securities  at any time.  The borrower  must be obligated to
      redeliver  the borrowed  securities  within the normal  settlement  period
      following receipt of the termination notice.

(4)   REASONABLE  RETURN ON LOAN. The borrower must agree that the fund (a) will
      receive  all  dividends,   interest,  or  other  distributions  on  loaned
      securities  and (b) will be paid a reasonable  return on such loans either
      in the form of a loan fee or premium or from the  retention by the fund of
      part or all of the earnings and profits  realized  from the  investment of
      cash collateral in full faith and credit U.S government securities.

(5)   LIMITATIONS  ON  PERCENTAGE OF PORTFOLIO  SECURITIES  ON LOAN.  The fund's
      loans may not exceed 33-1/3% of its total assets.

(6)   CREDIT ANALYSIS. As part of the regular monitoring procedures set forth by
      the Board of  Directors  that the manager  follows to  evaluate  banks and
      broker-dealers in connection with, for example,  repurchase agreements and
      municipal  securities credit issues,  the manager will analyze and monitor
      the  creditworthiness  of  all  borrowers  with  which  portfolio  lending
      arrangements are proposed or made.

    If a borrower fails  financially,  there may be delays in recovering  loaned
securities  and a loss in the value of collateral.  However,  loans will only be
made to parties that meet the guidelines prescribed by the Board of Directors.

PUT OPTIONS ON INDIVIDUAL SECURITIES

    The fund may buy puts with  respect  to stocks  underlying  its  convertible
security  holdings.  For example,  if the manager  anticipates  a decline in the
price of the stock  underlying a  convertible  security  the fund holds,  it may
purchase a put option on the stock. If the stock price subsequently declines, an
increase  in the value of the put option  could be  expected  to offset all or a
portion of the  effect of the  stock's  decline on the value of the  convertible
security.


6                                          AMERICAN CENTURY INVESTMENTS


FUTURES AND OPTIONS TRANSACTIONS

    FUTURES  TRANSACTIONS.  The fund may  engage in futures  transactions.  Such
transactions  may be  used to  maintain  cash  reserves  while  remaining  fully
invested,  to facilitate  trading,  to reduce  transaction  costs,  or to pursue
higher  investment  returns when a futures contract is priced more  attractively
than its underlying security or index.

    Futures  contracts provide for the sale by one party and purchase by another
party of a specific  security  at a  specified  future  time and price.  Futures
contracts  are traded on  national  futures  exchanges.  Futures  exchanges  and
trading are regulated under the Commodity  Exchange Act by the Commodity Futures
Trading Commission, a U.S. government agency.

    Although  futures  contracts,  by their  terms,  generally  call for  actual
delivery or acceptance of the underlying securities, in most cases the contracts
are closed out before the  settlement  date.  Closing out a futures  position is
done by taking an opposite  position in an identical  contract  (i.e.,  buying a
contract  that  has  previously  been  sold,  or  selling  a  contract  that has
previously been bought).

    To initiate and maintain open  positions in futures  contracts,  the fund is
required to make a good faith margin deposit in cash or  appropriate  securities
with a broker or custodian. A margin deposit is intended to assure completion of
the contract  (delivery or acceptance of the  underlying  security) if it is not
terminated  prior  to  the  specified  delivery  date.  Minimum  initial  margin
requirements  are  established by the futures  exchanges and may be revised.  In
addition,  brokers may establish  deposit  requirements that are higher than the
exchange minimums.

    After a futures  contract  position is opened,  the value of the contract is
marked to market daily. If the futures contract price changes to the extent that
the margin on deposit does not satisfy margin requirements,  the contract holder
is required to pay an additional "variation" margin. Conversely,  changes in the
contract  value may reduce the  required  margin,  resulting  in a repayment  of
excess margin to the contract  holder.  Variation margin payments are made to or
from  the  futures  broker  as  long as the  contract  remains  open  and do not
constitute   margin   transactions   for  purposes  of  the  fund's   investment
restrictions.

    Those  who trade  futures  contracts  may be  broadly  classified  as either
"hedgers" or "speculators."  Hedgers use the futures markets primarily to offset
unfavorable  changes in the value of  securities  they hold or expect to acquire
for  investment  purposes.  Speculators  are less  likely to own the  securities
underlying  the futures  contracts they trade and are more likely to use futures
contracts with the  expectation of realizing  profits from  fluctuations  in the
prices of the underlying securities. The fund will not utilize futures contracts
for speculative purposes.

    Although  techniques  other than trading  futures  contracts  can be used to
control the fund's exposure to market fluctuations, the use of futures contracts
may be a more  effective  means of hedging  this  exposure.  While the fund pays
brokerage  commissions  in  connection  with  opening  and  closing  out futures
positions,  these costs are generally lower than the transaction  costs incurred
in the purchase and sale of the underlying securities.

    PURCHASING  PUT AND CALL  OPTIONS.  By  purchasing  a put  option,  the fund
obtains  the right  (but not the  obligation)  to sell the  option's  underlying
instrument at a fixed "strike"  price.  In return for this right,  the fund pays
the current market price for the option (known as the option  premium).  Options
have various types of underlying  instruments,  including  specific  securities,
indexes of securities prices, and futures contracts.  The fund may terminate its
position  in a put  option  it has  purchased  by  allowing  it to  expire or by
exercising  the option.  If the option is allowed to expire,  the fund will lose
the entire premium it paid. If the fund  exercises the option,  it completes the
sale of the  underlying  instrument  at the  strike  price.  The  fund  may also
terminate a put option position by closing it out in the secondary market at its
current price if a liquid secondary market exists.

    The buyer of a typical  put option can expect to realize a gain if  security
prices fall substantially.  However,  if the underlying  instrument's price does
not fall enough to offset the cost of  purchasing  the  option,  a put buyer can
expect to suffer a loss (limited to the amount of the premium paid, plus related
transaction costs).

    The  features  of call  options  are  essentially  the  same as those of put
options,  except  that the  purchaser  of a call  option  obtains  the  right to
purchase, rather than


STATEMENT OF ADDITIONAL INFORMATION                                  7


sell,  the  underlying  instrument at the option's  strike  price.  A call buyer
typically attempts to participate in potential price increases of the underlying
instrument  with risk limited to the cost of the option if security prices fall.
At the same time,  the buyer can expect to suffer a loss if  security  prices do
not rise sufficiently to offset the cost of the option.

    WRITING PUT AND CALL OPTIONS.  If the fund writes a put option, it takes the
opposite  side of the  transaction  from the option's  purchaser.  In return for
receipt of the premium,  the fund assumes the obligation to pay the strike price
for the option's  underlying  instrument  if the other party chooses to exercise
the  option.  When  writing  an option on a futures  contract,  the fund will be
required to make margin payments to a broker or custodian as described above for
futures  contracts.  The fund may seek to terminate its position in a put option
before it is exercised by closing out the option in the secondary  market at its
current price.  If the secondary  market is not liquid for a put option the fund
has written,  however,  the fund must  continue to be prepared to pay the strike
price while the option is  outstanding,  regardless of price  changes,  and must
continue to set aside assets to cover its position.

    If security  prices  rise, a put writer  would  generally  expect to profit,
although  the gain would be limited to the amount of the  premium  received.  If
security  prices  remain the same over time,  it is likely  that the writer will
also profit by being able to close out the option at a lower price.  If security
prices fall,  the put writer would expect to suffer a loss.  This loss should be
less than the loss from purchasing the underlying instrument directly,  however,
because the premium  received for writing the option should mitigate the effects
of the decline.

    Writing a call option  obligates  the fund to sell or deliver  the  option's
underlying  instrument  in return for the  strike  price  upon  exercise  of the
option.  The  characteristics  of writing  call  options are similar to those of
writing put  options,  except  that  writing  calls  generally  is a  profitable
strategy  if prices  remain  the same or fall.  Through  receipt  of the  option
premium,  a call writer  mitigates the effects of a price  decline.  At the same
time,  because  a call  writer  must  be  prepared  to  deliver  the  underlying
instrument  in return for the strike price even if its current value is greater,
a call writer gives up some ability to participate in security price increases.

    COMBINED  POSITIONS.  The fund may purchase and write options in combination
with one another, or in combination with futures or forward contracts,  in order
to adjust the risk and  return  characteristics  of the  overall  position.  For
example,  the fund may purchase a put option and write a call option on the same
underlying  instrument in order to construct a combined  position whose risk and
return  characteristics  are  similar  to  selling a futures  contract.  Another
possible  combined  position  would involve  writing a call option at one strike
price and buying a call  option at a lower  price in order to reduce the risk of
the written call option in the event of a substantial  price  increase.  Because
combined  options  positions  involve  multiple  trades,  they  result in higher
transaction costs and may be more difficult to open and close out.

    OVER-THE-COUNTER   OPTIONS.   Unlike  exchange-traded   options,  which  are
standardized  with  respect  to  the  underlying  instrument,  expiration  date,
contract size, and strike price, the terms of  over-the-counter  ("OTC") options
(options not traded on exchanges)  generally are established through negotiation
with the other  party to the option  contract.  While  this type of  arrangement
allows the fund greater  flexibility  in  tailoring an option to its needs,  OTC
options  generally  involve  greater credit risk than  exchange-traded  options,
which are guaranteed by the clearing  organizations  of the exchanges where they
are traded.  The risk of  illiquidity  is also greater with OTC options  because
these  options  generally can be closed out only by  negotiation  with the other
party to the option.

    OPTIONS ON FUTURES. By purchasing an option on a futures contract,  the fund
obtains the right,  but not the obligation,  to sell the futures contract (a put
option) or to buy the contract (a call option) at a fixed  "strike"  price.  The
fund can  terminate  its position in a put option by allowing it to expire or by
exercising the option.  If the option is exercised,  the fund completes the sale
of the  underlying  security  at the  strike  price.  Purchasing  an option on a
futures  contract does not require the fund to make margin  payments  unless the
option is exercised.

     CORRELATION  OF PRICE  CHANGES.  Price  changes of the fund's  futures  and
options positions may not be well


8                                            AMERICAN CENTURY INVESTMENTS


correlated with price changes of its other  investments.  This may be because of
differences  between the underlying indexes and the types of securities the fund
invests in. For example,  if the fund sold a broad-based  index futures contract
to hedge  against a stock  market  decline  while  completing  sales of specific
securities in its investment portfolio,  the prices of the securities could move
in a different  direction  than the broad market index  represented by the index
futures  contract.  In the case of an S&P 500 futures contract  purchased by the
fund,  either in  anticipation  of stock  purchases  or in an effort to be fully
invested, failure of the contract to track the Index accurately could hinder the
fund from achieving its investment objective.

    Options  and  futures  prices  can also  diverge  from the  prices  of their
underlying  instruments  even if the  underlying  instruments  match the  fund's
investments.  Options and futures prices are affected by factors such as current
and  anticipated  short-term  interest  rates,  changes  in  volatility  of  the
underlying instrument,  and the time remaining until expiration of the contract;
these factors may not affect security prices the same way. Imperfect correlation
may also  result  from  differing  levels of demand in the  options  and futures
markets and the securities markets,  from structural  differences in how options
and futures and  securities  are traded,  or from the  imposition of daily price
fluctuation  limits or trading halts.  The fund may purchase or sell options and
futures  contracts  with a greater or lesser value than the securities it wishes
to hedge or intends to purchase in an effort to compensate  for  differences  in
volatility  between the contract and the securities,  although this strategy may
not be  successful  in all cases.  If price  changes  in the  fund's  options or
futures  positions  are  poorly  correlated  with  its  other  investments,  the
positions may fail to produce anticipated gains or result in losses that are not
offset by gains in other investments.

    LIQUIDITY OF FUTURES  CONTRACTS AND OPTIONS.  There is no assurance a liquid
secondary market will exist for any particular futures contract or option at any
particular time. Options may have relatively low trading volume and liquidity if
their strike prices are not close to the underlying  instrument's current price.
In addition,  exchanges may establish daily price fluctuation limits for futures
contracts and options and may halt trading if a contract's price moves upward or
downward  more than the limit in a given day. On volatile  trading days when the
price  fluctuation  limit is reached  or a trading  halt is  imposed,  it may be
impossible  for the  fund to enter  into new  positions  or close  out  existing
positions.  If the secondary  market for a contract  were not liquid  because of
price  fluctuation  limits  or  otherwise,  prompt  liquidation  of  unfavorable
positions  could be difficult or  impossible,  and the fund could be required to
continue  holding a position until delivery or expiration  regardless of changes
in value. Under these  circumstances,  the fund's access to assets held to cover
its futures and options positions also could be impaired.

    RESTRICTIONS ON THE USE OF FUTURES CONTRACTS AND OPTION.  The fund has filed
a notice of  eligibility  for exclusion as a "commodity  pool operator" with the
CFTC and the  National  Futures  Association,  which  regulates  trading  in the
futures markets.  The fund intends to comply with Section 4.5 of the regulations
under the Commodity  Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and options premiums.

    The fund may enter into futures  contracts,  options,  or options on futures
contracts,  provided  that such  obligations  represent  no more than 20% of the
fund's net assets.  Under the  Commodity  Exchange  Act, the fund may enter into
futures and options  transactions  for hedging  purposes  without  regard to the
percentage  of assets  committed to initial  margin and option  premiums and for
other than hedging purposes provided that assets committed to initial margin and
option  premiums  do not  exceed 5% of the  fund's  net  assets.  To the  extent
required by law, the fund will set aside cash and appropriate liquid assets in a
segregated  account to cover its  obligations  related to futures  contracts and
options.

    The fund intends to comply with tax rules applicable to regulated investment
companies,  including  a  requirement  that  capital  gains  from  the  sale  of
securities  held less than three months  constitute  less than 30% of the fund's
gross income for each fiscal year.  Gains on some futures  contracts and options
are included in this 30% calculation,  which may limit the fund's investments in
such instruments.

    FUTURES AND OPTIONS RELATING TO FOREIGN CURRENCIES. The fund may purchase
and sell cur-


STATEMENT OF ADDITIONAL INFORMATION                                     9


rency  futures and purchase and write  currency  options to increase or decrease
its exposure to different  foreign  currencies.  The fund may also  purchase and
write currency  options in conjunction  with each other or with currency futures
or forward contracts.

    Currency  futures   contracts  are  similar  to  forward  currency  exchange
contracts,   except  that  they  are  traded  on  exchanges   (and  have  margin
requirements) and have standard contract sizes and delivery dates. Most currency
futures contracts call for payment or delivery in U.S.  dollars.  The underlying
instrument of a currency  option may be a foreign  currency,  which generally is
purchased  or  delivered  in  exchange  for U.S.  dollars,  although it may be a
futures contract. The purchaser of a currency call obtains the right to purchase
the underlying  currency,  and the purchaser of a currency put obtains the right
to sell the underlying currency.

    The uses and risks of  currency  futures and options are similar to those of
futures and options  relating to  securities  or indexes,  as  described  above.
Currency  futures and option  values can be expected to correlate  with exchange
rates,  but may not reflect  other  factors  that affect the value of the fund's
investments.    A   currency    hedge,    for   example,    should   protect   a
deutsche-mark-denominated  security from a decline in the deutsche  mark, but it
will not protect the fund against a price decline resulting from a deterioration
in  the   issuer's   creditworthiness.   Because   the   value  of  the   fund's
foreign-currency-denominated investments will change in response to many factors
other  than  exchange  rates,  it may not be  possible  to match  the  amount of
currency options and futures to the value of the fund's foreign investments over
time.

PORTFOLIO TURNOVER

    With respect to each series of shares,  the manager  will  purchase and sell
securities  without  regard to the  length of time the  security  has been held.
Accordingly, the rate of portfolio turnover may be greater than other investment
companies with similar investment objectives.

    The fund intends to purchase a given security  whenever the manager believes
it will  contribute  to the  stated  objective  of the  fund,  even if the  same
security has only recently been sold. In selling a given  security,  the manager
keeps in mind that (1)  profits  from sales of  securities  held less than three
months must be limited in order to meet the  requirements of Subchapter M of the
Internal  Revenue Code,  and (2) profits from sales of  securities  are taxed to
shareholders.  Subject  to  those  considerations,  the fund  will  sell a given
security,  no matter  for how long or 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
manager  believes  that the  security  is not  fulfilling  its  purpose,  either
because,  among other things, it did not live up to the manager'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 securities  prices is  anticipated,  the fund may
decrease its 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 a fund's objectives,  the manager believes that the rate
of  portfolio  turnover is  irrelevant  when it believes a change is in order to
achieve those objectives,  and a fund's annual portfolio turnover rate cannot be
anticipated and may be comparatively  high. This disclosure  regarding portfolio
turnover is a statement of fundamental  policy and may be changed only by a vote
of the shareholders.

    Since the manager  does not take  portfolio  turnover  rate into  account in
making investment  decisions,  (1) the manager has no intention of accomplishing
any  particular  rate of  portfolio  turnover,  whether high or low, and (2) the
portfolio   turnover   rates  in  the  past  should  not  be   considered  as  a
representation of the ratio which will be attained in the future.


10                                             AMERICAN CENTURY INVESTMENTS


PERFORMANCE

    The fund may quote  performance  in  various  ways.  Historical  performance
information will be used in advertising and sales literature.

    Yield quotations are based on the investment  income per share earned during
a  particular  30-day  period,  less  expenses  accrued  during the period  (net
investment income),  and are computed by dividing a fund's net investment income
by its share price on the last day of the  period,  according  to the  following
formula:

    YIELD = 2 [(a - b + 1)(6) - 1]
               -------
                 cd

where a = dividends and interest earned during the period,  b = expenses accrued
for the period (net of  reimbursements),  c = the average daily number of shares
outstanding during the period that were entitled to receive  dividends,  and d =
the maximum offering price per share on the last day of the period.

    Total returns quoted in advertising and sales literature reflect all aspects
of the fund's return,  including the effect of reinvesting dividends and capital
gain  distributions  and any  change in the fund's  net asset  value  during the
period.

    Average  annual total returns are  calculated by  determining  the growth or
decline  in value of a  hypothetical  historical  investment  in the fund over a
stated period and then calculating the annually compounded  percentage rate that
would have  produced  the same  result if the rate of growth or decline in value
had been constant  throughout the period. For example, a cumulative total return
of 100% over 10 years would  produce an average  annual  total  return of 7.18%,
which is the steady annual rate that would result in 100% growth on a compounded
basis in 10 years.  While average annual total returns are a convenient means of
comparing  investment  alternatives,  investors  should  realize that the fund's
performance  is not constant over time but changes from  year-to-year,  and that
average  annual  returns  represent   averaged  figures  as  opposed  to  actual
year-to-year performance.

    PERFORMANCE  FIGURES  ADVERTISED  BY AMERICAN  CENTURY  VARIABLE  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 the
funds' investment manager, American Century Investment Management,  Inc. and its
transfer agent,  American  Century  Services  Corporation are listed below.  The
address at which each  director  and officer  listed  below may be  contacted is
American  Century Tower,  4500 Main Street,  Kansas City,  Missouri  64111.  All
persons named as officers of the  Corporation  also serve in similar  capacities
for other funds  advised by the manager.  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 of the Board and Director;  Chairman of the
Board, Director and controlling shareholder of American Century Companies, Inc.,
parent corporation of American Century Investment Management,  Inc. and American
Century  Services  Corporation;  Chairman of the Board and  Director of American
Century Investment  Management,  Inc. and American Century Services Corporation;
father of James E. Stowers III.

   
     JAMES E. STOWERS III,*  President,  Chief  Executive  Officer and Director;
Chief Executive Officer and Director,  American Century  Companies,  Inc.; Chief
Executive Officer and Director, American Century Investment Management, Inc. and
American Century Services Corporation.
    

     THOMAS A. BROWN,  Director;  Chief Executive Officer,  Associated  Bearings
Company,  a corporation  engaged in the sale of bearings and power  transmission
products.

     ROBERT W. DOERING, M.D., Director; retired; formerly general surgeon.

     D. D. (DEL) HOCK, Director;  Chairman,  Public Service Company of Colorado;
Director, Serv-Tech, Inc.; Director, Hathaway Corporation.

     LINSLEY L.  LUNDGAARD,  Vice Chairman of the Board and  Director;  retired;
formerly Vice  President and National  Sales  Manager,  Flour Milling  Division,
Cargill, Inc.


STATEMENT OF ADDITIONAL INFORMATION                                  11


     DONALD H. PRATT,  Director;  President and Director,  Butler  Manufacturing
Company.

     LLOYD  T.  SILVER  JR.,  Director;  President,  LSC,  Inc.,  manufacturer's
representative.

     M. JEANNINE  STRANDJORD,  Director;  Senior Vice  President and  Treasurer,
Sprint Corporation; Director, DST Systems, Inc.

     WILLIAM M. LYONS,  Executive Vice President,  Chief  Operating  Officer and
General  Counsel;  President,  Chief  Operating  Officer  and  General  Counsel,
American  Century  Companies,  Inc.;  Executive Vice President,  Chief Operating
Officer and General Counsel,  American Century Investment  Management,  Inc. and
American Century Services Corporation.

   
     ROBERT  T.  JACKSON,   Executive  Vice  President-  Finance  and  Principal
Financial Officer;  Treasurer,  American Century Companies, Inc.; Executive Vice
President and Treasurer,  American  Century  Services  Corporation  and American
Century Investment Management,  Inc.; formerly Executive Vice President,  Kemper
Corporation.
    

     MARYANNE  ROEPKE,  Vice President and Treasurer;  Vice President,  American
Century Services Corporation.

     PATRICK A. LOOBY,  Vice President and Secretary;  Vice President,  American
Century Services Corporation.

    MERELE A. MAY, Controller.

     The Board of  Directors  has  established  four  standing  committees:  the
Executive  Committee,  the Audit  Committee,  the  Compliance  Committee and the
Nominating Committee.

    Messrs.  Stowers Jr.,  Stowers III and  Lundgaard  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 power set out in the Maryland General Corporation Law and except for matters
required by the Investment Company Act to be acted upon by the whole Board.

    Messrs. Lundgaard (chairman), Doering and Hock and Ms. Strandjord constitute
the Audit Committee.  The functions of the Audit Committee include  recommending
the  engagement  of  the  corporation's  independent  auditors,   reviewing  the
arrangements for and scope of the annual audit,  reviewing  comments made by the
independent  auditors with respect to internal  controls and the  considerations
given or the  corrective  action  taken by  management  and  reviewing  nonaudit
services provided by the independent auditors.

    Messrs.  Brown  (chairman),  Pratt  and  Silver  constitute  the  Compliance
Committee.  The  functions of the  Compliance  Committee  include  reviewing the
results of the fund's compliance  testing program,  reviewing  quarterly reports
from  the  manager  to  the  Board  regarding  various  compliance  matters  and
monitoring  the  implementation  of the  fund's  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.  Pratt
(chairman), Lundgaard and Stowers III.

    The  Directors of the  corporation  also serve as Directors  for other funds
advised by the  manager.  Each  Director  who is not an  "interested  person" as
defined in the  Investment  Company Act  receives for service as a member of the
Board of all six of such companies an annual director's fee of $44,000, a fee of
$1,000 per regular Board meeting attended and $500 per special Board meeting and
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 six investment  companies based upon their relative net assets.  Under
the  terms  of  the  management  agreement  with  the  manager,  the  funds  are
responsible for paying such fees and expenses.  Set forth below is the aggregate
compensation  paid for the periods  indicated  by the funds and by the  American
Century  family of funds as a whole to each director of the  corporation  who is
not an "interested person" as defined in the Investment Company Act.


12                                         AMERICAN CENTURY INVESTMENTS


                               Aggregate             Total Compensation from
                              Compensation            the American Century
Director                 from the corporation(1)       Family of Funds(2)
- --------------------------------------------------------------------------------
Thomas A. Brown                  $1,972                    $46,333
Robert W. Doering, M.D.           1,823                     42,833
Linsley L. Lundgaard              1,972                     46,333
Donald H. Pratt                   1,901                     44,667
Lloyd T. Silver Jr.               1,887                     44,333
M. Jeannine Strandjord            1,866                     43,833
John M. Urie(3)                   1,582                     37,167
D. D. (Del) Hock                    376                      8,833
- --------------------------------------------------------------------------------

(1)   INCLUDES  COMPENSATION  PAID BY THE  CORPORATION FOR THE FISCAL YEAR ENDED
      DECEMBER 31, 1996.

(2)   INCLUDES  COMPENSATION  PAID BY THE 15 INVESTMENT  COMPANY  MEMBERS OF THE
      AMERICAN  CENTURY FAMILY OF FUNDS FOR THE CALENDAR YEAR ENDED DECEMBER 31,
      1996.

(3)   MR. HOCK REPLACED MR. URIE AS A DIRECTOR EFFECTIVE OCTOBER 31, 1996.

   
    As of September 15, 1997,  the fund's  officers and  directors,  as a group,
owned less than 1% of the outstanding shares of the fund.
    

MANAGEMENT

    A description  of the  responsibilities  and method of  compensation  of the
fund's manager,  American  Century  Investment  Management,  Inc. appears in the
Prospectus under the caption "MANAGEMENT."

    Because the fund did not begin operations until September 2, 1997, it has no
history of management fees.

    The management  agreement  shall continue in effect until the earlier of the
expiration  of two  years  from the date of its  execution  or until  the  first
meeting of  shareholders  following such execution and for as long thereafter as
its  continuance  is  specifically  approved at least annually by (i) the fund's
Board of Directors,  or by the vote of a majority of the  outstanding  votes (as
defined in the  Investment  Company Act),  and (ii) by the vote of a majority of
the  Directors of the fund who are not parties to the  agreement  or  interested
persons of the  manager,  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 fund's Board of Directors, or by a vote of
a  majority  of the  fund's  shareholders,  on 60 days'  written  notice  to the
manager, and it shall be automatically terminated if it is assigned.

    The  management  agreement  provides that the manager shall not be liable to
the fund 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 the manager 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.

    American  Century  Services   Corporation   provides  physical   facilities,
including  computer  hardware  and software and  personnel,  for the  day-to-day
administration  of the funds  and of the  manager.  The  manager  pays  American
Century Services Corporation, for such services.

CUSTODIAN

    Chase  Manhattan  Bank,  N.A.,  770 Broadway,  New York,  New York 10036 and
Commerce Bank, N.A., 1000 Walnut,  Kansas City,  Missouri 64105,  each serves as
custodian of the assets of the fund. 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 fund,  however,  may  invest  in  certain
obligations of the custodians and may purchase or sell certain  securities  from
or to the custodians.

INDEPENDENT AUDITORS

    Deloitte & Touche LLP, 1010 Grand Avenue,  Kansas City,  Missouri 64106, are
the independent  auditors of the fund, providing services including (1) audit of
the annual financial  statements,  (2) assistance and consultation in connection
with SEC filings and (3) review of the annual  federal  income tax return  filed
for the fund by American Century.

CAPITAL STOCK

   
    The fund's  capital stock is described in the  Prospectus  under the heading
"FURTHER INFORMATION ABOUT AMERICAN CENTURY."
    

     The  corporation  currently  has six  series  of  shares  outstanding.  The
corporation may in the future issue one or more additional series of shares. The
assets


STATEMENT OF ADDITIONAL INFORMATION                                     13


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 profits (or losses) of  investments  and other  assets held for each series.
Your rights as a  shareholder  are the same for 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  the  funds,
shareholders  of each series of shares  shall be entitled to receive,  pro rata,
all of the assets less the liabilities of that series.

BROKERAGE

    Under  the  terms  of the  management  agreement  between  the  fund and the
manager,  the manager has the  responsibility  of  selecting  brokers to execute
portfolio transactions. The fund's policy is to secure the most favorable prices
and execution of orders on its portfolio transactions. So long as that policy is
met,  the manager 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  the  manager   believes  that  the   facilities,   expert   personnel  and
technological systems of a broker enable American Century Variable Portfolios to
secure  as good a net  price  as it would  have  received  from a market  maker.
American  Century  Variable  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.

   
    The  manager  receives   statistical  and  other  information  and  services
(brokerage  and research  services,  including  industry  and company  analysis)
without cost from  broker-dealers.  The manager  evaluates such  information and
services,  together with all other  information that it may have, in supervising
and managing the investment portfolios of the fund. Because such information and
services  may vary in  amount,  quality  and  reliability,  their  influence  in
selecting brokers varies from none to very substantial.  The manager proposes to
continue to place some of the  brokerage  business  with one or more brokers who
provide information and services.
    

    The brokerage and research services received by the manager may be used with
respect to the fund  and/or  one or more of the other  funds and  accounts  over
which it has investment discretion,  and not all of such services may be used by
the  manager in  managing  the  portfolios  of the fund.  Such  information  and
services  are in  addition  to and not in lieu of the  services  required  to be
performed for the fund by the manager. The manager does not utilize brokers that
provide such information and services for the purpose of reducing the expense of
providing required services to the fund.

    Evaluation of the overall reasonableness of brokerage commissions is made by
the manager and reviewed by the Board of Directors of American  Century Variable
Portfolios.

    The  brokerage  commissions  paid by the fund may exceed those which another
broker might have charged for  effecting the same  transactions,  because of the
value of the brokerage  and research  services  provided by the broker.  Factors
considered  in such  determinations  are skill in  execution  of orders  and the
quality of brokerage and research services received. Research services furnished
by brokers through whom the fund effect  securities  transactions may be used by
the manager in servicing all of its  accounts,  and not all such services may be
used by the manager in managing the portfolios of the fund.

    The  staff of the SEC has  expressed  the  view  that  the  best  price  and
execution  of  over-the-counter  transactions  in  portfolio  securities  may be
secured by dealing directly with principal  market makers,  thereby avoiding the
payment of compensation to another broker. In certain  situations,  the officers
of the fund and the manager  believe that the facilities,  expert  personnel and
technological systems of a broker enable


14                                           AMERICAN CENTURY INVESTMENTS


the fund to secure as good a net price by  dealing  with a broker  instead  of a
principal  market maker,  even after payment of the  compensation to the broker.
The fund normally places its over-the-counter transactions with principal market
makers but also may deal on a brokerage basis when utilizing  electronic trading
networks or as circumstances warrant.

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  corporation  has  elected  to be  governed  by  Rule  18f-1  under  the
Investment  Company  Act of 1940,  pursuant  to which the fund is  obligated  to
redeem shares solely in cash up to the lesser of $250,000 or 1% of its net asset
value 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 securities delivered will be selected at the sole discretion
of the  manager,  and will  not  necessarily  be  representative  of the  entire
portfolio,  and will be securities that the manager regards as least  desirable.
The method of valuing portfolio 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

    The fund 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  and Sundays,  and on holidays,  namely New Year's Day,  Martin Luther
King Jr. Day,  President's  Day, Good Friday,  Memorial Day,  Independence  Day,
Labor Day, Thanksgiving and Christmas.


STATEMENT OF ADDITIONAL INFORMATION                                       15


P.O. BOX 419385
KANSAS CITY, MISSOURI
64141-6385

INSTITUTIONAL SERVICES:
1-800-345-3533 OR 816-531-5575

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-345-1833 OR 816-444-3038

FAX: 816-340-4360

INTERNET: www.americancentury.com


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


9709           [recycled logo]
SH-BKT-9019       Recycled
<PAGE>
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

PART C.          OTHER INFORMATION.

ITEM 24. Financial Statements and Exhibits.

        (a)     Financial   Statements   (filed   electronically   as   part  of
                Post-Effective Amendment No. 20 on Form N-1A, File No. 33-44567,
                and incorporated herein by reference):

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

                1.  Financial   Highlights   respecting  shares  of  VP  Capital
                    Appreciation (formerly known as TCI Growth).

                2.  Financial  Highlights   respecting  shares  of  VP  Balanced
                    (formerly known as TCI Balanced).

                3.  Financial  Highlights  respecting  shares  of  VP  Advantage
                    (formerly known as TCI Advantage).

                4.  Financial  Highlights  respecting shares of VP International
                    (formerly known as TCI International).

                5.  Financial Highlights respecting shares of VP Value (formerly
                    known as TCI Value).
 
        (ii)    Financial  Statements  filed  in  Part  B  of  the  Registration
                Statement respecting shares of VP Capital Appreciation (formerly
                known as TCI Growth) (each of the following financial statements
                is  contained  in  the  Registrant's  VP  Capital   Appreciation
                (formerly  known as TCI Growth) Annual Report dated December 31,
                1996,  which  is  incorporated  by  reference  in Part B of this
                Registration Statement):

                1.  Statement of Assets and Liabilities at December 31, 1996.

                2.  Statement  of  Operations  for the year ended  December  31,
                    1996.

                3.  Statements  of Changes  in Net  Assets  for the years  ended
                    December 31, 1996 and 1995.

                4.  Notes to  Financial  Statements  as of December 31, 1996 and
                    1995.

                5.  Schedule of Investments at December 31, 1996.

                6.  Independent Accountants' Report dated January 21, 1997.

        (iii)   Financial  Statements  filed  in  Part  B  of  the  Registration
                Statement  respecting  shares of VP Balanced  (formerly known as
                TCI  Balanced)  (each of the following  financial  statements is
                contained in the Registrant's VP Balanced (formerly known as TCI
                Balanced)  Annual  Report  dated  December  31,  1996,  which is
                incorporated  by  reference  in  Part  B  of  this  Registration
                Statement):

                1.  Statement of Assets and Liabilities at December 31, 1996.

                2.  Statement  of  Operations  for the year ended  December  31,
                    1996.

                3.  Statements  of Changes  in Net  Assets  for the years  ended
                    December 31, 1996 and 1995.

                4.  Notes to  Financial  Statements  as of December 31, 1996 and
                    1995.

                5.  Schedule of Investments at December 31, 1996.

                6.  Independent Accountants' Report dated January 21, 1997.

        (iv)    Financial  Statements  filed  in  Part  B  of  the  Registration
                Statement  respecting shares of VP Advantage  (formerly known as
                TCI Advantage)  (each of the following  financial  statements is
                contained in the  Registrant's  VP Advantage  (formerly known as
                TCI Advantage)  Annual Report dated December 31, 1996,  which is
                incorporated  by  reference  in  Part  B  of  this  Registration
                Statement):

                1.  Statement of Assets and Liabilities at December 31, 1996.

                2.  Statement  of  Operations  for the year ended  December  31,
                    1996.

                3.  Statements  of Changes  in Net  Assets  for the years  ended
                    December 31, 1996 and 1995.

                4.  Notes to  Financial  Statements  as of December 31, 1996 and
                    1995.

                5.  Schedule of Investments at December 31, 1996.

                6.  Independent Accountants' Report dated January 21, 1997.

        (v)     Financial  Statements  filed  in  Part  B  of  the  Registration
                Statement respecting shares of VP International  (formerly known
                as  TCI   International)   (each  of  the  following   financial
                statements  is contained in the  Registrant's  VP  International
                (formerly  known  as  TCI  International)  Annual  Report  dated
                December 31, 1996,  which is incorporated by reference in Part B
                of this Registration Statement):

                1.  Statement of Assets and Liabilities at December 31, 1996.

                2.  Statement  of  Operations  for the year ended  December  31,
                    1996.

                3.  Statement  of  Changes  in Net  Assets  for the years  ended
                    December 31, 1996 and 1995.

                4.  Notes to  Financial  Statements  as of December 31, 1996 and
                    1995.

                5.  Schedule of Investments at December 31, 1996.

                6.  Independent Accountants' Report dated January 21, 1997.

        (vi)    Financial  Statements  filed  in  Part  B  of  the  Registration
                Statement  respecting  shares of VP Value (formerly known as TCI
                Value) (each of the following financial  statements is contained
                in the  Registrant's  VP Value  (formerly  known  as TCI  Value)
                Annual Report dated December 31, 1996,  which is incorporated by
                reference in Part B of this Registration Statement):

                1.  Statement of Assets and Liabilities at December 31, 1996.

                2.  Statement  of  Operations  for the year ended  December  31,
                    1996.

                3.  Statement  of  Changes  in Net  Assets  for the  year  ended
                    December 31, 1996.

                4.  Notes to Financial Statements as of December 31, 1996.

                5.  Schedule of Investments at December 31, 1996.

                6.  Independent Accountants' Report dated January 21, 1997.


        (b)     Exhibits.

                1.1     Articles of Incorporation of TCI Portfolios,  Inc. dated
                        June 3, 1987  (filed  electronically  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   electronically  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  electronically 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  electronically  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  electronically  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 (filed  electronically  as Exhibit 1.6 to
                        Post-Effective  Amendment No. 17 on Form N-1A,  File No.
                        33-14567, and incorporated herein by reference).

                1.7     Articles of Amendment  of TCI  Portfolios,  Inc.,  dated
                        April 1, 1997  (filed  electronically  as Exhibit 1.7 to
                        Post-Effective  Amendment  No.  20 to  the  Registration
                        Statement  of the  Registrant  on Form  N-1A,  File  No.
                        33-14567, and incorporated herein by reference).

                1.8     Articles  Supplementary  of  American  Century  Variable
                        Portfolios,    Inc.,    dated   May   1,   1997   (filed
                        electronically   as   Exhibit   1.8  to   Post-Effective
                        Amendment  No. 20 to the  Registration  Statement of the
                        Registrant  on  Form  N-1A,  File  No.   33-14567,   and
                        incorporated herein by reference).

                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    electronically    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  electronically 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).

                6.1     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 6.1
                        to  Post-Effective  Amendment No. 21 on Form N-1A,  File
                        No.   33-14567,   accession    #814680-97-000008,    and
                        incorporated herein by reference).

                6.2     Amendment  No.  1  to  Distribution   Agreement  between
                        American Century  Variable  Portfolios,  Inc.,  American
                        Century  Capital  Portfolios,   Inc.,  American  Century
                        Mutual Funds,  Inc.,  American Century Premium Reserves,
                        Inc.,  American  Century  Strategic  Asset  Allocations,
                        Inc.,  American  Century  World Mutual  Funds,  Inc. and
                        American Century  Investment  Services,  Inc. dated June
                        13,  1997  (filed   electronically  as  Exhibit  6.2  to
                        Post-Effective  Amendment No. 21 on Form N-1A,  File No.
                        33-14567, accession #814680-97-000008,  and incorporated
                        herein by reference).
                     
                7.      Bonus and Profit Sharing Plan, Etc. - None.

                8.1     Custody  Agreement with UMB 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).

                8.2     Amendment  No. 1 to  Custody  Agreement  with UMB  Bank,
                        N.A., dated January 25, 1996 (filed  electronically as a
                        part  of   Post-Effective   Amendment   No.   6  to  the
                        Registration  Statement on Form N-1A of the  Registrant,
                        File No. 33-39242, filed March 29, 1996 and incorporated
                        herein by reference).

                8.3     Master  Agreement  by  and  between   Twentieth  Century
                        Services,  Inc. and Commerce  Bank,  N. A. dated January
                        22,   1997   (filed   electronically   as  a   part   of
                        Post-Effective  Amendment  No.  76 to  the  Registration
                        Statement on Form N-1A of American Century Mutual Funds,
                        Inc.,  File No.  2-14213,  filed  February  28, 1997 and
                        incorporated herein by reference).

                8.4     Global  Custody  Agreement  between The Chase  Manhattan
                        Bank and the Twentieth  Century and Benham Funds,  dated
                        August  9,  1996  (filed  electronically  as a  part  of
                        Post-Effective  Amendment  No.  31 to  the  Registration
                        Statement  on Form N-1A of American  Century  Government
                        Income Trust, File No. 2-99222,  filed February 7, 1997,
                        and incorporated herein by reference).

                9.      Transfer   Agency   Agreement  with  Twentieth   Century
                        Services,  Inc.  (formerly J.E. Stowers & Company) dated
                        October 15,  1987 (filed as Exhibit 9 to  Post-Effective
                        Amendment No. 19 on Form N-1A,  File No.  33-14567,  and
                        incorporated herein by reference).

                10.     Opinion  and  Consent  of Janet  A.  Nash,  Esq.  (filed
                        herewith as EX-99.B10).

                11.     Consent of Baird,  Kurtz & Dobson (filed  electronically
                        as Exhibit 11 to Post-Effective  Amendment No. 20 to the
                        Registration  Statement of the  Registrant on Form N-1A,
                        File  No.   33-14567,   and   incorporated   herein   by
                        reference).

                12.1    Annual Report of VP Capital Appreciation (formerly known
                        as TCI  Growth)  for the year ended  December  31,  1996
                        (filed February 25, 1997, File No.  33-14567,  accession
                        #814680-97-000001,    and    incorporated    herein   by
                        reference).

                12.2    Annual  Report  of VP  Balanced  (formerly  known as TCI
                        Balanced)  for the year ended  December  31, 1996 (filed
                        February  25,  1997,   File  No.   33-14567,   accession
                        #814680-97-000001,    and    incorporated    herein   by
                        reference).

                12.3    Annual  Report of VP  Advantage  (formerly  known as TCI
                        Advantage)  for the year ended  December 31, 1996 (filed
                        February  25,  1997,   File  No.   33-14567,   accession
                        #814680-97-000001,    and    incorporated    herein   by
                        reference).

                12.4    Annual Report of VP International (formerly known as TCI
                        International)  for the year  ended  December  31,  1996
                        (filed February 25, 1997, File No.  33-14567,  accession
                        #814680-97-000001,    and    incorporated    herein   by
                        reference).

                12.5    Annual Report of VP Value  (formerly known as TCI Value)
                        for the year ended December 31, 1996 (filed February 25,
                        1997, File No.  33-14567,  accession  #814680-97-000001,
                        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   electronically  as  Exhibit  16  to
                        Post-Effective  Amendment  No.  20 to  the  Registration
                        Statement  of the  Registrant  on Form  N-1A,  File  No.
                        33-14567, and incorporated herein by reference).

                17.     Power of Attorney (filed electronically as Exhibit 17 to
                        Post-Effective  Amendment  No.  20 to  the  Registration
                        Statement  of the  Registrant  on Form  N-1A,  File  No.
                        33-14567, 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 March 31, 1997
                  ---------------                      -----------------------
VP Capital Appreciation (formerly known as TCI Growth)           28
VP Balanced (formerly known as TCI Balanced)                     16
VP Advantage (formerly known as TCI Advantage)                    3
VP International (formerly known as TCI International)           11
VP Value (formerly known as TCI Value)                            9
VP Income & Growth                                                0

ITEM 27.  Indemnification.

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

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

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

ITEM 28.   Business and Other Connections of Investment Advisor.

           American Century Investment Management, Inc., the investment advisor,
           is engaged in the  business of managing  investments  for  registered
           investment   companies,   deferred   compensation   plans  and  other
           institutional investors.

ITEM 29.   Principal Underwriters - None.

ITEM 30.   Location of Accounts and Records.

           All accounts,  books and other documents required to be maintained by
           Section 31(a) of the 1940 Act, and the rules promulgated  thereunder,
           are  in the  possession  of  Registrant,  American  Century  Services
           Corporation and American  Century  Investment  Management,  Inc., all
           located at American  Century  Tower,  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).
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment Company Act of 1940, American Century Variable Portfolios,  Inc., the
Registrant,  certifies that it meets all the requirements  for  effectiveness of
the Post-Effective  Amendment No. 22 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.  22 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 12th day
of September, 1997.

                           American Century Variable 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. 22 has been signed below by the following  persons
in the capacities and on the dates indicated.

   Signature                      Title                           Date

*James E. Stowers, Jr.      Chairman of the Board            September 12, 1997
James E. Stowers, Jr.       and Director

/s/ James E. Stowers III    President, Principal Executive   September 12, 1997
James E. Stowers III        Officer and Director

*Robert T. Jackson          Executive Vice President         September 12, 1997
Robert T. Jackson           and Principal Financial Officer

*Maryanne Roepke            Vice President, Treasurer and    September 12, 1997
Maryanne Roepke             Principal Accounting Officer

*Thomas A. Brown            Director                         September 12, 1997
Thomas A. Brown

*Robert W. Doering, M.D.    Director                         September 12, 1997
Robert W. Doering, M.D.

*Linsley L. Lundgaard       Director                         September 12, 1997
Linsley L. Lundgaard

*Donald H. Pratt            Director                         September 12, 1997
Donald H. Pratt

*Lloyd T. Silver, Jr.       Director                         September 12, 1997
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord     Director                         September 12, 1997
M. Jeannine Strandjord

*D. D. ("Del") Hock         Director                         September 12, 1997
D. D. ("Del") Hock

*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 (filed as Exhibit 1.5 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.B1.6      Articles Supplementary of TCI Portfolios,  Inc., dated March 11,
                1996 (filed as Exhibit 1.6 to Post-Effective Amendment No. 19 to
                the Registration Statement on Form N-1A of the Registrant,  File
                No. 33-14567, and incorporated herein by reference).

EX-99.B1.7      Articles of Amendment of TCI  Portfolios,  Inc.,  dated April 1,
                1997 (filed as Exhibit 1.7 to Post-Effective Amendment No. 20 to
                the Registration Statement on Form N-1A of the Registrant,  File
                No. 33-14567, and incorporated herein by reference).

EX-99.B1.8      Articles  Supplementary of American Century Variable Portfolios,
                Inc.  dated May 1, 1997 (filed as Exhibit 1.8 to  Post-Effective
                Amendment No. 20 to the  Registration  Statement on Form N-1A of
                the Registrant,  File No. 33-14567,  and incorporated  herein by
                reference).

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.B6.1      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 6.1 to  Post-Effective
                Amendment No. 21 to the  Registration  Statement on Form N-1A of
                the Registrant, File No. 33-14567,  accession #814680-97-000008,
                and incorporated herein by reference).

EX-99.B6.2      Amendment  No.  1 to  Distribution  Agreement  between  American
                Century  Variable  Portfolios,  Inc.,  American  Century Capital
                Portfolios,  Inc., American Century Mutual Funds, Inc., American
                Century Premium Reserves, Inc., American Century Strategic Asset
                Allocations, Inc., American Century World Mutual Funds, Inc. and
                American Century Investment  Services,  Inc. dated June 13, 1997
                (filed as Exhibit 6.2 to Post-Effective  Amendment No. 21 to the
                Registration Statement on Form N-1A of the Registrant,  File No.
                33-14567, accession  #814680-97-000008,  and incorporated herein
                by reference).

EX-99.B8.1      Custody  Agreement  dated  September  12,  1995,  with UMB 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.B8.2      Amendment No. 1 to Custody  Agreement with UMB Bank,  N.A. dated
                January  25,  1996  (filed  as  Exhibit  8b  to   Post-Effective
                Amendment  No. 6 to the  Registration  Statement on Form N-1A of
                the  Registrant,  File No.  33-39242,  filed  March 29, 1996 and
                incorporated herein by reference).

EX-99.B8.3      Master Agreement by and between Twentieth Century Services, Inc.
                and  Commerce  Bank,  N. A. dated  January  22,  1997  (filed as
                Exhibit  B8e  to   Post-Effective   Amendment   No.  76  to  the
                Registration  Statement on Form N-1A of American  Century Mutual
                Funds,  Inc.,  File No.  2-14213,  filed  February  28, 1997 and
                incorporated herein by reference).

EX-99.B8.4      Global Custody  Agreement  between The Chase  Manhattan Bank and
                the  Twentieth  Century and Benham  Funds,  dated August 9, 1996
                (filed as Exhibit B8 to  Post-Effective  Amendment No. 31 to the
                Registration   Statement  on  Form  N-1A  of  American   Century
                Government  Income Trust,  File No.  2-99222,  filed February 7,
                1997, and incorporated herein by reference).

EX-99.B9        Transfer Agency Agreement with Twentieth Century Services,  Inc.
                (formerly J. E. Stowers & Company) dated October 15, 1987 (filed
                as  Exhibit  9  to  Post-Effective   Amendment  No.  19  to  the
                Registration Statement on Form N-1A of the Registrant,  File No.
                33-14567, and incorporated herein by reference).

EX-99.B10       Opinion and Consent of Janet A. Nash, Esq.

EX-99.B11       Consent  of  Baird,  Kurtz &  Dobson  (filed  as  Exhibit  11 to
                Post-Effective Amendment No. 20 to the Registration Statement of
                the Registrant on Form N-1A, File No. 33-14567, and incorporated
                herein by reference).

EX-99.B12.1     Annual Report of VP Capital Appreciation  (formerly known as TCI
                Growth) for the year ended December 31, 1996 (filed February 25,
                1997,  File  No.  33-14567,  accession  #814680-97-000001,   and
                incorporated herein by reference).

EX-99.B12.2     Annual  Report of VP Balanced  (formerly  known as TCI Balanced)
                for the year ended  December 31, 1996 (filed  February 25, 1997,
                File No. 33-14567, accession #814680-97-000001, and incorporated
                herein by reference).

EX-99.B12.3     Annual Report of VP Advantage  (formerly known as TCI Advantage)
                for the year ended  December 31, 1996 (filed  February 25, 1997,
                File No. 33-14567, accession #814680-97-000001, and incorporated
                herein by reference).

EX-99.B12.4     Annual  Report  of  VP  International  (formerly  known  as  TCI
                International)  for the year  ended  December  31,  1996  (filed
                February    25,    1997,    File   No.    33-14567,    accession
                #814680-97-000001, and incorporated herein by reference).

EX-99.B12.5     Annual Report of VP Value  (formerly known as TCI Value) for the
                year ended December 31, 1996 (filed  February 25, 1997, File No.
                33-14567, accession  #814680-97-000001,  and incorporated herein
                by reference).
 
EX-99.B16       Schedule of Computation for Performance  Advertising  Quotations
                (filed as Exhibit 16 to  Post-Effective  Amendment No. 20 to the
                Registration Statement on Form N-1A of the Registrant,  File No.
                33-14567, and incorporated herein by reference).

EX-99.B17       Power of Attorney  dated  February 15, 1997 (filed as Exhibit 17
                to Post-Effective Amendment No. 20 to the Registration Statement
                on  Form  N-1A  of  the  Registrant,   File  No.  33-14567,  and
                incorporated herein by reference).

EX-27.1.1       Financial   Data  Schedule  for  American   Century  VP  Capital
                Appreciation.

EX-27.7.2       Financial Data Schedule for American Century VP Balanced.

EX-27.7.3       Financial Data Schedule for American Century VP Advantage.

EX-27.1.4       Financial Data Schedule for American Century VP International.

EX-27.1.5       Financial Data Schedule for American Century VP Value.


                                 Janet A. Nash
                                Attorney at Law
                       4500 Main Street * P.O. Box 418210
                        Kansas City, Missouri 64141-9210

                                                              September 12, 1997

American Century Variable Portfolios, Inc.
American Century Tower
4500 Main Street
Kansas City, Missouri  64111

Ladies and Gentlemen:

     As  counsel  to   American   Century   Variable   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. 22 to its  Registration  Statement on Form N-1A, to be filed with
the Securities and Exchange Commission on September 12, 1997, will, when issued,
be validly issued, fully paid and nonassessable.

     For the  record,  it should be stated  that I am an  employee  of  American
Century  Services  Corporation,  an affiliated  corporation of American  Century
Investment Management, Inc., the investment advisor of the Corporation.

     I  hereby  consent  to the use of  this  opinion  as an  exhibit  to  Post-
Effective Amendment No. 22.

                                Very truly yours,



                                /s/Janet A. Nash
                                Janet A. Nash

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
   <NUMBER> 1
   <NAME> VP Capital Appreciation - 1996 PORTFOLIO
       
<S>                                           <C>
<PERIOD-TYPE>                                       YEAR
<FISCAL-YEAR-END>                                   DEC-31-1996
<PERIOD-END>                                        DEC-31-1996
<INVESTMENTS-AT-COST>                                           1,164,757,959
<INVESTMENTS-AT-VALUE>                                          1,320,758,830
<RECEIVABLES>                                                       2,570,401
<ASSETS-OTHER>                                                              0
<OTHER-ITEMS-ASSETS>                                                        0
<TOTAL-ASSETS>                                                  1,323,329,231
<PAYABLE-FOR-SECURITIES>                                            4,860,172
<SENIOR-LONG-TERM-DEBT>                                                     0
<OTHER-ITEMS-LIABILITIES>                                           4,604,008
<TOTAL-LIABILITIES>                                                 9,464,180
<SENIOR-EQUITY>                                                     1,283,435
<PAID-IN-CAPITAL-COMMON>                                        1,133,927,736
<SHARES-COMMON-STOCK>                                             128,343,528
<SHARES-COMMON-PRIOR>                                             121,135,825
<ACCUMULATED-NII-CURRENT>                                                   0
<OVERDISTRIBUTION-NII>                                                      0
<ACCUMULATED-NET-GAINS>                                            22,653,009
<OVERDISTRIBUTION-GAINS>                                                    0
<ACCUM-APPREC-OR-DEPREC>                                          156,000,871
<NET-ASSETS>                                                    1,313,865,051
<DIVIDEND-INCOME>                                                   3,185,163
<INTEREST-INCOME>                                                   2,715,775
<OTHER-INCOME>                                                              0
<EXPENSES-NET>                                                     14,414,632
<NET-INVESTMENT-INCOME>                                            (8,513,694)
<REALIZED-GAINS-CURRENT>                                           32,772,249
<APPREC-INCREASE-CURRENT>                                         (86,371,388)
<NET-CHANGE-FROM-OPS>                                             (62,112,833)
<EQUALIZATION>                                                              0
<DISTRIBUTIONS-OF-INCOME>                                                   0
<DISTRIBUTIONS-OF-GAINS>                                          165,281,584
<DISTRIBUTIONS-OTHER>                                                       0
<NUMBER-OF-SHARES-SOLD>                                            31,440,930
<NUMBER-OF-SHARES-REDEEMED>                                        41,183,203
<SHARES-REINVESTED>                                                16,949,976
<NET-CHANGE-IN-ASSETS>                                           (147,258,603)
<ACCUMULATED-NII-PRIOR>                                              (751,266)
<ACCUMULATED-GAINS-PRIOR>                                         163,386,583
<OVERDISTRIB-NII-PRIOR>                                                     0
<OVERDIST-NET-GAINS-PRIOR>                                                  0
<GROSS-ADVISORY-FEES>                                              14,401,981
<INTEREST-EXPENSE>                                                          0
<GROSS-EXPENSE>                                                    14,414,632
<AVERAGE-NET-ASSETS>                                            1,444,414,188
<PER-SHARE-NAV-BEGIN>                                                   12.06
<PER-SHARE-NII>                                                         (0.06)
<PER-SHARE-GAIN-APPREC>                                                 (0.40)
<PER-SHARE-DIVIDEND>                                                     0.00
<PER-SHARE-DISTRIBUTIONS>                                                1.36
<RETURNS-OF-CAPITAL>                                                     0.00
<PER-SHARE-NAV-END>                                                     10.24
<EXPENSE-RATIO>                                                          1.00
<AVG-DEBT-OUTSTANDING>                                                      0
<AVG-DEBT-PER-SHARE>                                                     0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
   <NUMBER> 2
   <NAME> VP BALANCED - 1996 PORTFOLIO
       
<S>                                           <C>
<PERIOD-TYPE>                                    YEAR
<FISCAL-YEAR-END>                                DEC-31-1996
<PERIOD-END>                                     DEC-31-1996
<INVESTMENTS-AT-COST>                                          186,429,636
<INVESTMENTS-AT-VALUE>                                         211,533,788
<RECEIVABLES>                                                    4,728,982
<ASSETS-OTHER>                                                      63,216
<OTHER-ITEMS-ASSETS>                                                     0
<TOTAL-ASSETS>                                                 216,325,986
<PAYABLE-FOR-SECURITIES>                                           681,148
<SENIOR-LONG-TERM-DEBT>                                                  0
<OTHER-ITEMS-LIABILITIES>                                          251,754
<TOTAL-LIABILITIES>                                                932,902
<SENIOR-EQUITY>                                                    285,596
<PAID-IN-CAPITAL-COMMON>                                       178,994,055
<SHARES-COMMON-STOCK>                                           28,559,573
<SHARES-COMMON-PRIOR>                                           21,857,694
<ACCUMULATED-NII-CURRENT>                                        1,399,954
<OVERDISTRIBUTION-NII>                                                   0
<ACCUMULATED-NET-GAINS>                                          9,609,607
<OVERDISTRIBUTION-GAINS>                                                 0
<ACCUM-APPREC-OR-DEPREC>                                        25,103,872
<NET-ASSETS>                                                   215,393,084
<DIVIDEND-INCOME>                                                1,047,851
<INTEREST-INCOME>                                                5,289,821
<OTHER-INCOME>                                                           0
<EXPENSES-NET>                                                   1,833,753
<NET-INVESTMENT-INCOME>                                          4,503,919
<REALIZED-GAINS-CURRENT>                                         9,871,687
<APPREC-INCREASE-CURRENT>                                        7,482,658
<NET-CHANGE-FROM-OPS>                                           21,858,264
<EQUALIZATION>                                                           0
<DISTRIBUTIONS-OF-INCOME>                                        3,340,445
<DISTRIBUTIONS-OF-GAINS>                                         4,846,873
<DISTRIBUTIONS-OTHER>                                                    0
<NUMBER-OF-SHARES-SOLD>                                          7,704,328
<NUMBER-OF-SHARES-REDEEMED>                                      2,170,655
<SHARES-REINVESTED>                                              1,168,206
<NET-CHANGE-IN-ASSETS>                                          61,569,914
<ACCUMULATED-NII-PRIOR>                                             62,692
<ACCUMULATED-GAINS-PRIOR>                                        4,758,581
<OVERDISTRIB-NII-PRIOR>                                                  0
<OVERDIST-NET-GAINS-PRIOR>                                               0
<GROSS-ADVISORY-FEES>                                            1,832,133
<INTEREST-EXPENSE>                                                       0
<GROSS-EXPENSE>                                                  1,833,753
<AVERAGE-NET-ASSETS>                                           185,726,034
<PER-SHARE-NAV-BEGIN>                                                 7.04
<PER-SHARE-NII>                                                       0.18
<PER-SHARE-GAIN-APPREC>                                               0.65
<PER-SHARE-DIVIDEND>                                                  0.13
<PER-SHARE-DISTRIBUTIONS>                                             0.20
<RETURNS-OF-CAPITAL>                                                  0.00
<PER-SHARE-NAV-END>                                                   7.54
<EXPENSE-RATIO>                                                       0.99
<AVG-DEBT-OUTSTANDING>                                                   0
<AVG-DEBT-PER-SHARE>                                                  0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
   <NUMBER> 3
   <NAME> VP ADVANTAGE - 1996 PORTFOLIO
       
<S>                                           <C>
<PERIOD-TYPE>                                      YEAR
<FISCAL-YEAR-END>                                  DEC-31-1996
<PERIOD-END>                                       DEC-31-1996
<INVESTMENTS-AT-COST>                                             22,694,577
<INVESTMENTS-AT-VALUE>                                            24,885,464
<RECEIVABLES>                                                        345,519
<ASSETS-OTHER>                                                        90,620
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                    25,321,603
<PAYABLE-FOR-SECURITIES>                                              52,756
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                             38,939
<TOTAL-LIABILITIES>                                                   91,696
<SENIOR-EQUITY>                                                       40,117
<PAID-IN-CAPITAL-COMMON>                                          21,446,215
<SHARES-COMMON-STOCK>                                              4,011,706
<SHARES-COMMON-PRIOR>                                              3,883,369
<ACCUMULATED-NII-CURRENT>                                            211,117
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                            1,341,599
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                           2,190,860
<NET-ASSETS>                                                      25,229,908
<DIVIDEND-INCOME>                                                     95,355
<INTEREST-INCOME>                                                    902,005
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                       238,599
<NET-INVESTMENT-INCOME>                                              758,761
<REALIZED-GAINS-CURRENT>                                           1,368,192
<APPREC-INCREASE-CURRENT>                                             48,325
<NET-CHANGE-FROM-OPS>                                              2,175,278
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                            583,561
<DISTRIBUTIONS-OF-GAINS>                                           1,133,859
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                              238,512
<NUMBER-OF-SHARES-REDEEMED>                                          398,378
<SHARES-REINVESTED>                                                  288,203
<NET-CHANGE-IN-ASSETS>                                             1,192,621
<ACCUMULATED-NII-PRIOR>                                               18,848
<ACCUMULATED-GAINS-PRIOR>                                          1,124,335
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                238,392
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                      238,599
<AVERAGE-NET-ASSETS>                                              24,477,270
<PER-SHARE-NAV-BEGIN>                                                   6.19
<PER-SHARE-NII>                                                         0.20
<PER-SHARE-GAIN-APPREC>                                                 0.34
<PER-SHARE-DIVIDEND>                                                    0.15
<PER-SHARE-DISTRIBUTIONS>                                               0.29
<RETURNS-OF-CAPITAL>                                                    0.00
<PER-SHARE-NAV-END>                                                     6.29
<EXPENSE-RATIO>                                                         0.98
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                    0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
   <NUMBER> 4
   <NAME> VP INTERNATIONAL - 1996 PORTFOLIO
       
<S>                                           <C>
<PERIOD-TYPE>                                      YEAR
<FISCAL-YEAR-END>                                  DEC-31-1996
<PERIOD-END>                                       DEC-31-1996
<INVESTMENTS-AT-COST>                                             90,084,449
<INVESTMENTS-AT-VALUE>                                           100,279,982
<RECEIVABLES>                                                      2,409,314
<ASSETS-OTHER>                                                       228,310
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                   102,917,606
<PAYABLE-FOR-SECURITIES>                                           1,266,472
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                            315,951
<TOTAL-LIABILITIES>                                                1,582,423
<SENIOR-EQUITY>                                                      170,048
<PAID-IN-CAPITAL-COMMON>                                          86,918,558
<SHARES-COMMON-STOCK>                                             17,004,837
<SHARES-COMMON-PRIOR>                                              9,676,421
<ACCUMULATED-NII-CURRENT>                                          1,422,517
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                            2,674,107
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                          10,149,953
<NET-ASSETS>                                                     101,335,183
<DIVIDEND-INCOME>                                                  1,060,086
<INTEREST-INCOME>                                                    373,907
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                     1,171,578
<NET-INVESTMENT-INCOME>                                              262,415
<REALIZED-GAINS-CURRENT>                                           4,021,576
<APPREC-INCREASE-CURRENT>                                          6,792,807
<NET-CHANGE-FROM-OPS>                                             11,076,798
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                          1,207,965
<DISTRIBUTIONS-OF-GAINS>                                             402,655
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                           15,365,530
<NUMBER-OF-SHARES-REDEEMED>                                        8,329,954
<SHARES-REINVESTED>                                                  292,840
<NET-CHANGE-IN-ASSETS>                                            49,726,246
<ACCUMULATED-NII-PRIOR>                                            1,142,475
<ACCUMULATED-GAINS-PRIOR>                                            280,778
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                              1,170,843
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                    1,171,578
<AVERAGE-NET-ASSETS>                                              78,092,615
<PER-SHARE-NAV-BEGIN>                                                   5.33
<PER-SHARE-NII>                                                         0.02
<PER-SHARE-GAIN-APPREC>                                                 0.74
<PER-SHARE-DIVIDEND>                                                    0.10
<PER-SHARE-DISTRIBUTIONS>                                               0.03
<RETURNS-OF-CAPITAL>                                                    0.00
<PER-SHARE-NAV-END>                                                     5.96
<EXPENSE-RATIO>                                                         1.50
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                    0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN  CENTURY MUTUAL FUNDS,  INC. AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH REPORT.
</LEGEND>
<SERIES>
   <NUMBER> 5
   <NAME> VP VALUE - 1996 PORTFOLIO
       
<S>                                           <C>
<PERIOD-TYPE>                                      YEAR
<FISCAL-YEAR-END>                                  DEC-31-1996
<PERIOD-END>                                       DEC-31-1996
<INVESTMENTS-AT-COST>                                             22,644,588
<INVESTMENTS-AT-VALUE>                                            23,717,106
<RECEIVABLES>                                                        715,438
<ASSETS-OTHER>                                                       799,023
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                    25,231,567
<PAYABLE-FOR-SECURITIES>                                           1,318,991
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                             18,713
<TOTAL-LIABILITIES>                                                1,337,704
<SENIOR-EQUITY>                                                       42,788
<PAID-IN-CAPITAL-COMMON>                                          22,264,517
<SHARES-COMMON-STOCK>                                              4,278,765
<SHARES-COMMON-PRIOR>                                                      0
<ACCUMULATED-NII-CURRENT>                                             84,814
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                              430,732
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                           1,071,012
<NET-ASSETS>                                                      23,893,863
<DIVIDEND-INCOME>                                                    165,970
<INTEREST-INCOME>                                                     19,137
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                        62,235
<NET-INVESTMENT-INCOME>                                              122,872
<REALIZED-GAINS-CURRENT>                                             434,897
<APPREC-INCREASE-CURRENT>                                          1,071,012
<NET-CHANGE-FROM-OPS>                                              1,628,781
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                             42,223
<DISTRIBUTIONS-OF-GAINS>                                                   0
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                            4,494,002
<NUMBER-OF-SHARES-REDEEMED>                                          223,494
<SHARES-REINVESTED>                                                    8,257
<NET-CHANGE-IN-ASSETS>                                            23,893,863
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                                  0
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                 62,187
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                       62,235
<AVERAGE-NET-ASSETS>                                               9,241,069
<PER-SHARE-NAV-BEGIN>                                                   5.00
<PER-SHARE-NII>                                                         0.05
<PER-SHARE-GAIN-APPREC>                                                 0.56
<PER-SHARE-DIVIDEND>                                                    0.03
<PER-SHARE-DISTRIBUTIONS>                                               0.00
<RETURNS-OF-CAPITAL>                                                    0.00
<PER-SHARE-NAV-END>                                                     5.58
<EXPENSE-RATIO>                                                         1.00
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                    0.00
        

</TABLE>


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