TCI PORTFOLIOS INC
485BPOS, 1997-04-28
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     As filed with the Securities and Exchange Commission on April 28, 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._20_                            _X__

                                     and/or

REGISTRATION STATEMENT UNDER THE 
INVESTMENT COMPANY ACT OF 1940                                       _X__
                                                                     
         Amendment No._20_


                   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: May 1, 1996


It is proposed that this filing become effective:

____  immediately upon filing pursuant to paragraph (b) of Rule 485
_X__  on May 1, 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.

================================================================================
<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(sm)

   
                                   MAY 1, 1997



                                AMERICAN CENTURY
                                    VARIABLE
                                PORTFOLIOS, INC.



                             VP Capital Appreciation
    


                                 [front cover]




   
                                   PROSPECTUS
                                   MAY 1, 1997



                             VP Capital Appreciation
    



                   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 Capital  Appreciation,
formerly known as TCI 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 May 1,  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 o P.O. Box 419385
               Kansas City, Missouri 64141-6385 o 1-800-345-3533
                       International calls: 816-531-5575
                    Telecommunications Device for the Deaf:
                   1-800-345-1833 o In Missouri: 816-753-0070
    







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 CAPITAL APPRECIATION

     The investment  objective of VP Capital Appreciation is capital growth. The
fund will seek to achieve its  investment  objective by  investing  primarily in
common stocks that are  considered  by  management  to have  better-than-average
prospects for appreciation.


   There 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
Financial Highlights .........................................4
    


INFORMATION REGARDING THE FUND


   
Investment Policies of the Fund ..............................5
Shareholders of Variable Portfolios ..........................5
Other Investment Practices, Their Characteristics
     and Risks ...............................................5
         Repurchase Agreements ...............................5
         Portfolio Lending ...................................6
         Foreign Securities ..................................6
         Forward Currency Exchange Contracts .................6
         Derivative Securities ...............................7
         Short Sales .........................................8
         When-Issued Securities ..............................8
         Rule 144A Securities ................................8
Performance Advertising ......................................8
    


ADDITIONAL INFORMATION YOU SHOULD KNOW

   
Share Price ..................................................10
         Purchase and Redemption of Shares ...................10
         When Share Price Is Determined ......................10
         How Share Price Is Determined .......................10
Distributions ................................................11
Taxes ........................................................11
Management ...................................................11
     Investment Management ...................................11
     Code of Ethics ..........................................11
     Transfer and Administrative Services ....................12
Distribution of Fund Shares ..................................12
Further Information About American Century ...................12
    


Prospectus                 Table of Contents                  3

<TABLE>
<CAPTION>
   
                              FINANCIAL HIGHLIGHTS
                             VP CAPITAL APPRECIATION

     The  Financial  Highlights  for each of the  periods  presented  have  been
audited by Baird,  Kurtz & Dobson,  independent  certified  public  accountants,
whose report thereon appears in the fund's annual report,  which is incorporated
by reference  into the  Statement of Additional  Information.  The annual report
contains  additional  performance  information  and will be made  available upon
request and without charge. The information presented is for a share outstanding
throughout the years ended December 31, except as noted.

                                   1996      1995    1994      1993    1992     1991    1990     1989     1988     1987(1)

PER-SHARE DATA
<S>                             <C>         <C>      <C>       <C>     <C>      <C>     <C>      <C>      <C>      <C>  
Net Asset,
Beginning of Period ............$12.06      $9.21    $9.32     $8.47   $8.64    $6.16   $6.24    $5.11    $5.29    $5.00

Income From
Investment Operations

   Net Investment
   Income (Loss) ...............(.06)(2)    (.02)    .01       .03     .02      .04     .06      .06      .06      .07

   Net Realized and
   Unrealized Gain
   (Loss) on Investment
   Transactions ................(.40)       2.88     (.12)     .84     (.14)    2.51    (.14)    1.41     (.18)    .29

   Total From
   Investment Operations .......(.46)       2.86     (.11)     .87     (.12)    2.55    (.08)    1.47     (.12)    .36

Distributions

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

   From Net Realized Gains
   on Investment Transactions .. (1.36)     -          -          -    (.003)     -       -      (.28)      -        -

   Total Distributions ......... (1.36)     (.011)   (.001)    (.023)  (.055)   (.07)     -      (.34)    (.06)    (.07)

Net Asset Value,
End of Period ..................$10.24      $12.06   $9.21     $9.32   $8.47    $8.64   $6.16    $6.24    $5.11    $5.29

   Total Return(3) .............(4.32%)     31.10%   (1.17%)   10.30%  (1.33%)  41.86%  (1.24%)  28.70%   (2.26%)  7.20%

RATIOS/SUPPLEMENTAL DATA

   Ratio of Operating Expenses
   to Average Net Assets .......1.00%        .99%    1.00%     1.00%   1.00%    1.00%   1.00%    1.00%    1.00%    1.00%(4)

   Ratio of Net
   Investment Income
   (Loss) to Average
   Net Assets ..................(.59%)      (.23%)    .11%      .35%    .32%     .62%   1.46%    1.53%    1.95%     7.2%(4)

   Portfolio Turnover Rate ..... 182%        147%     115%       87%    135%     182%    271%     228%     354%       -

   Average Commission
   Paid per
   Investment
   Security Traded .............$.0326       $.0370  -(5)      -(5)    -(5)     -(5)    -(5)     -(5)     -(5)     -(5)

   Net Assets, End
   of Period (in millions) .....$1,314       $1,461   $1,003    $756    $415     $256    $97      $35      $6       $.319

(1)  November 20, 1987 (inception) through December 31, 1987.

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

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

(4)  Annualized.

(5)  Disclosure of average  commission  paid per investment  security traded was
     not required prior to the year ended December 31, 1995.
</TABLE>
    

4    Financial Highlights                        American Century Investments


                         INFORMATION REGARDING THE FUND

INVESTMENT POLICIES OF THE FUND

   
     American  Century  Variable   Portfolios  has  adopted  certain  investment
restrictions  applicable  to the fund  that are set  forth in the  Statement  of
Additional Information.  Those restrictions, as well as the investment objective
of the fund 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 Capital Appreciation is capital growth. The
fund will seek to achieve its investment objective by investing in common stocks
(including   securities   convertible   into  common  stocks  and  other  equity
equivalents)  and other  securities that meet certain  fundamental and technical
standards  of  selection  and have,  in the  opinion  of the  fund's  investment
manager, better than average potential for appreciation.  The fund tries to stay
fully  invested in such  securities,  regardless of the movement of stock prices
generally.
    

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

   
SHAREHOLDERS OF 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 Applicable to all
Series of Shares" in the Statement of Additional Information.
    

REPURCHASE AGREEMENTS

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

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

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


Prospectus                               Information Regarding the Fund     5



extent the value of the security decreases, the fund could experience a loss.

     The fund will limit repurchase agreement  transactions to transactions with
those  commercial  banks  and  broker-dealers  whose  creditworthiness  has been
reviewed and found  satisfactory by the fund's  management  pursuant to criteria
adopted by the fund's Board of Directors.

PORTFOLIO LENDING

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

FOREIGN SECURITIES

   
     The fund may invest an unlimited  amount of its assets in the securities of
foreign issuers when these securities meet its standards of selection.  The fund
may make such investments either directly in foreign  securities,  or indirectly
by purchasing  depositary  receipts or depositary shares or similar  instruments
("DRs") for foreign securities. DRs are securities listed on exchanges or quoted
in the  over-the-counter  markets in one country but represent shares of issuers
domiciled  in another  country.  DRs may be  sponsored  or  unsponsored.  Direct
investments  in foreign  securities  may be made  either on  foreign  securities
exchanges or in the over-the-counter markets.
    

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

FORWARD CURRENCY EXCHANGE CONTRACTS

   
     Some of the  securities  held by the fund  may be  denominated  in  foreign
currencies. Other securities, such as DRs, may be denominated in U.S. dollars or
the currency of the country where issued (if not U.S. dollars), but have a value
that is dependent upon the performance of a foreign  security,  as valued in the
currency of its home country. As a result, the value of the fund's portfolio may
be affected by changes in the exchange rate between  foreign  currencies and the
U.S.  dollar,  as well as by  changes  in the  market  value  of the  securities
themselves.  The performance of foreign  currencies  relative to the U.S. dollar
may be an important factor in the overall performance of the fund.

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

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

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

   
     When the manager  believes that a particular  currency may decline in value
compared to the U.S. dollar,  the fund may enter into foreign currency  exchange
contracts  to sell the value of some or all of the fund's  portfolio  securities
either denominated in, or whose
    


6    Information Regarding the Fund American Century Investments


   
value is tied to,  that  currency.  This  practice is  sometimes  referred to as
"portfolio hedging." The fund may not enter into a portfolio hedging transaction
where the fund would be  obligated  to deliver an amount of foreign  currency in
excess  of  the  aggregate  value  its  portfolio  securities  or  other  assets
denominated in, or whose value is tied to, that currency.

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

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

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

DERIVATIVE SECURITIES

   
     To the extent permitted by its investment objectives and policies, the fund
may  invest  in  securities  that  are  commonly  referred  to  as  "derivative"
securities.  Generally,  a derivative  is a financial  arrangement  the value of
which is based on, or "derived" from, a traditional  security,  asset, or market
index.   Certain  derivative   securities  are  more  accurately   described  as
"index/structured   securities."   Index/structured  securities  are  derivative
securities whose value or performance is linked to other equity securities (such
as DRs),  currencies,  interest  rates,  indexes or other  financial  indicators
("reference indexes").  The fund may not invest in an index/structured  security
unless the reference  index or the instrument to which it relates is an eligible
investment  for the fund.  For example,  a security  whose  underlying  value is
limited to the price of oil would not be a  permissible  investment  because the
fund may not invest in oil and gas leases or futures.

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

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

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

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

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

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

     No purchases will be made of index/structured  securities having "leverage"
characteristics. This means that no investments will be made in securities whose
change in return, interest rate or value at maturity is a multiple of the change
in the reference index.

     Because their performance is tied to a reference index, a fund investing in
index/structured  securities, in addition to being exposed to the credit risk of
the issuer of the  security,  will also bear the  market  risk of changes in the
reference index.

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


Prospectus                                Information Regarding the Fund     7


   
Board will review the manager's policy for investments in derivative  securities
annually.
    


SHORT SALES

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

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

WHEN-ISSUED SECURITIES

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

   
RULE 144A SECURITIES

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

     With respect to securities  eligible for resale under Rule 144A,  the staff
of the  Securities  and  Exchange  Commission  has taken the  position  that the
liquidity of such  securities  in the  portfolio of a fund  offering  redeemable
securities is a question of fact for the Board of Directors to  determine,  such
determination to be based upon a consideration of the readily  available trading
markets  and  the  review  of  any  contractual  restrictions.  The  staff  also
acknowledges  that,  while the Board  retains  ultimate  responsibility,  it may
delegate  this function to the manager.  Accordingly,  the Board of Directors is
responsible  for developing and  establishing  the guidelines and procedures for
determining the liquidity of Rule 144A securities.  As allowed by Rule 144A, the
fund's Board of Directors has delegated the  day-to-day  function of determining
the liquidity of 144A  securities to the investment  manager.  The Board retains
the   responsibility  to  monitor  the  implementation  of  the  guidelines  and
procedures it has adopted.

     Since the secondary  market for such  securities will be limited to certain
qualified  institutional  investors,  their liquidity may be limited accordingly
and the fund may from time to time hold a Rule 144A  security  that is illiquid.
In such an event,  the fund's  manager  will  consider  appropriate  remedies to
minimize the effect on the fund's  liquidity.  The fund may not invest more than
15% of its assets in illiquid securities (securities that may not be sold within
seven days at approximately the price used in determining the net asset value of
fund shares.)
    

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 and average
annual total return.
    

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


8    Information Regarding the Fund               American Century Investments


the same period if the fund's performance had remained constant throughout.

   
     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 or  Donoghue's  Money Fund  Report) and  publications  that
monitor the performance of mutual funds.  Performance  information may be quoted
numerically or may be represented in a table,  graph or other  illustration.  In
addition,  fund  performance  may be  compared to  well-known  indices of market
performance  including  the  Standard & Poor's  (S&P) 500  Index,  the Dow Jones
Industrial  Average,   Donoghue's  Money  Fund  Average,   the  Shearson  Lehman
Intermediate  Government  Bond  Index,  the  constant  maturity  five-year  U.S.
Treasury Note Index and the Bank Rate Monitor  National  Index of 2 1/2 -year CD
rates.  Fund performance also may be compared to the rankings prepared by Lipper
Analytical Services,  Inc. 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 numberically, 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.
    



Prospectus                                Information Regarding the Fund     9



                     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 Capital  Appreciation  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.

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

     Trading in securities on European and Far Eastern securities  exchanges and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.

   
     Trading of these  securities in foreign markets may not take place on every
New York Stock  Exchange  business  day. In addition,  trading may take place in
various  foreign  markets on  Saturdays or on other days when the New York Stock
Exchange is not open and on which the fund's net asset value is not  calculated.
Therefore,  such  calculation  does not take  place  contemporaneously  with the
determination of the prices
    



10   Additional Information You Should Know        American Century Investments




of many of the portfolio  securities  used in such  calculation and the value of
the fund's  portfolio may be affected on days when shares of the fund may not be
purchased or redeemed.

DISTRIBUTIONS

   
     In  general,  distributions  from net  investment  income and net  realized
securities  gains,  if any, are declared and paid once a year,  but the fund may
make  distributions  on a more  frequent  basis to comply with the  distribution
requirements of the Internal Revenue Code, in all events in a manner  consistent
with the provisions of the Investment  Company Act. All  distributions  from the
fund will be reinvested in additional shares.

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 fund,  American
Century  Investment  Management,  Inc.  serves as the investment  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 Capital Appreciation team and their
work experience for the last five years are as follows:

     Glenn A. Fogle,  Vice  President and  Portfolio  Manager,  joined  American
Century in September  1990 as an  Investment  Analyst,  a position he held until
March 1993. At that time, he was promoted to Portfolio Manager.

     John D. Seitzer, Portfolio Manager, joined American Century in June 1993 as
an Investment  Analyst,  a position he held until July 1996. At that time he was
promoted to Portfolio  Manager.  Prior to joining American Century,  Mr. Seitzer
attended Indiana University from August 1991 to June 1993, where he obtained his
MBA degree.

     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 and  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 1% 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).

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 acquisi-
    


Prospectus                      Additional Information You Should Know      11


tion of securities in an initial  public  offering,  as well as profits  derived
from the purchase and sale of the same security  within 60 calendar days.  These
provisions are designed to ensure that the interests of fund  shareholders  come
before the interests of the people who manage those funds.

   
TRANSFER AND ADMINISTRATIVE SERVICES

     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  recordkeeping and administrative  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 by virtue of his ownership 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  American  Century  Tower,  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 five series of common
stock with a par value of $.01 per share. Each series is commonly referred to 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.
    


12   Additional Information You Should Know        American Century Investments



                                      NOTES



                                                                      Notes   13


     P.O. Box 419385
     Kansas City, Missouri
     64141-6385

     Person-to-person assistance:
     1-800-345-3533 or 816-531-5575

     Telecommunications Device for the Deaf:
     1-800-345-1833 or 816-753-0070

     Fax: 816-340-4360

     Internet: www.americancentury.com

                            [american century logo]
                                    American
                                  Century(sm)

     9704           [recycled logo]
     SH-BKT-7780       Recycled
<PAGE>
                                   PROSPECTUS

                            [american century logo]
                                    American
                                  Century(sm)

   
                                   MAY 1, 1997

                                AMERICAN CENTURY
                                    VARIABLE
                                PORTFOLIOS, INC.

                                    VP Value
    

                                 [front cover]


   
                                   PROSPECTUS
                                   MAY 1, 1997

                                    VP Value

                   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 Value, 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 May 1, 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 o P.O. Box 419385
                Kansas City, Missouri 64141-6385 o 1-800-345-3533
                        International calls: 816-531-5575
                     Telecommunications Device for the Deaf:
                   1-800-345-1833 o In Missouri: 816-753-0070
    

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 VALUE

   
The investment  objective of VP Value is long-term  capital growth.  Income is a
secondary  objective.  The fund will seek to achieve its investment objective by
investing in securities that  management  believes to be undervalued at the time
of purchase.

   There 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
Financial Highlights...........................................................4
    

                         INFORMATION REGARDING THE FUND

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

                     ADDITIONAL INFORMATION YOU SHOULD KNOW

   
Share Price...................................................................12
     Purchase and Redemption of Shares........................................12
     When Share Price is Determined...........................................12
     How Share Price is Determined............................................12
Distributions.................................................................13
Taxes.........................................................................13
Management....................................................................13
     Investment Management....................................................13
     Code of Ethics...........................................................13
     Transfer and Administrative Services.....................................14
Distribution of Fund Shares...................................................14
Further Information About American Century....................................14
    

Prospectus                                                Table of Contents    3

   

                              FINANCIAL HIGHLIGHTS
                                    VP VALUE

The Financial  Highlights for each of the periods presented have been audited by
Baird, Kurtz & Dobson,  independent  certified public accountants,  whose report
thereon appears in the fund's annual report,  which is incorporated by reference
into the  Statement  of  Additional  Information.  The  annual  report  contains
additional  performance  information and will be made available upon request and
without charge. The information presented is for a share outstanding  throughout
the years ended December 31, except as noted.

                                                                         1996(1)

PER-SHARE DATA
Net Asset Value, Beginning of Period...................................    $5.00
                                                                          ------
Income From Investment Operations
     Net Investment Income.............................................      .05
     Net Realized and Unrealized Gain on Investment Transactions.......      .56
                                                                          ------
     Total From Investment Operations..................................      .61
                                                                          ------
Distributions
     From Net Investment Income........................................    (.03)
                                                                          ------
Net Asset Value, End of Period.........................................    $5.58
                                                                          ======
     Total Return(2)...................................................   12.28%

RATIOS/SUPPLEMENTAL DATA
     Ratio of Operating Expenses to Average Net Assets(3)..............    1.00%
     Ratio of Net Investment Income to Average Net Assets(3)...........    1.98%
     Portfolio Turnover Rate...........................................      49%
     Average Commission Paid per Investment Security Traded............   $.0271
     Net Assets, End of Period (in thousands)..........................  $23,894

(1) May 1, 1996 (inception) through December 31, 1996.
(2) Total return assumes reinvestment of dividends and capital gains
    distributions, if any. Total return is not annualized.
(3) Annualized.
    

4    Financial Highlights                           American Century Investments


                         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 Value is long-term  capital growth.  Income is a
secondary  objective.  The fund will seek to achieve its investment objective by
investing  primarily in equity  securities of  well-established  companies  with
intermediate-to-large  market capitalizations that are believed by management to
be undervalued at the time of purchase.

Securities may be undervalued  because they are  temporarily out of favor in the
market due to market decline, poor economic conditions, or actual or anticipated
unfavorable  developments  affecting the issuer of the security or its industry,
or because the market has overlooked them. Under normal market  conditions,  the
fund  expects to invest at least 80% of the value of its total  assets in equity
securities,  which includes equity equivalents (see "Other Investment Practices,
Their  Characteristics  and Risks -- Equity  Securities,"  page 6).  The  fund's
investments  will  typically  be   characterized  by  lower   price-to-earnings,
price-to-cash flow,  price-to-debt adjusted cash flow and/or price-to-book value
ratios relative to the equity market in general.  Its investments  also may have
above-average current dividend yields.

It is  management's  intention that the fund will primarily  consist of domestic
equity securities.  However, the fund also may invest in other types of domestic
or  foreign  securities   consistent  with  the  accomplishment  of  the  fund's
objective.  The  other  securities  the  fund  may  invest  in  are  convertible
securities (see "Other Investment Practices,  Their Characteristics and Risks --
Equity Securities," page 6), preferred stocks,  bonds, notes and debt securities
of companies and debt obligations of governments and their agencies. Investments
in these securities will be made when the manager believes that the total return
potential on these  securities  equals or exceeds the potential return on common
stocks.
    

The  fund's  holdings  will be  spread  among  industry  groups  that  meet  its
investment criteria to help reduce certain of the risks inherent in common stock
investments.  These  investments  will  primarily be securities  listed on major
exchanges or traded in the over-the-counter markets.

   
With the exception of convertible  securities,  the fund will limit purchases of
debt securities to "investment grade" obligations, which means that, at the time
of purchase,  such obligations are rated within the four highest categories by a
nationally recognized statistical rating organization [for example, at least Baa
by Moody's  Investors  Service,  Inc.  ("Moody's")  or BBB by  Standard & Poor's
Corporation ("S&P")],  or, if not rated, are of equivalent investment quality as
determined by management.  There is no limit on the amount of  investments  that
can be made  in  securities  rated  in a  particular  investment  grade  ratings
category.  According to Moody's,  bonds rated Baa are  medium-grade  and possess
some  speculative  characteristics.  A BBB rating by S&P indicates  S&P's belief
that a  security  exhibits a  satisfactory  degree of safety  and  capacity  for
repayment  but is more  vulnerable  to adverse  economic  conditions or changing
circumstances.
    

In addition to other  factors that will affect its value,  the value of a fund's
investments in fixed income securities will change as prevailing  interest rates
change.  In general,  the prices of such securities vary inversely with interest
rates.  As  prevailing  interest  rates  fall,  the  prices  of bonds  and other
securities  that 

Prospectus                                   Information Regarding The Fund    5


trade on a yield basis rise.  When  prevailing  interest  rates
rise,  bond  prices  fall.  These  changes  in  value  may,  depending  upon the
particular amount and type of fixed income securities holdings of a fund, impact
the net asset value of the fund's shares.

Notwithstanding  the fact the fund will primarily  invest in equity  securities,
under exceptional market or economic conditions, the fund may temporarily invest
all  or a  substantial  portion  of its  assets  in  cash  or  investment  grade
short-term securities (denominated in U.S. dollars or foreign currencies).

To the  extent  that the  fund  assumes  a  defensive  position,  it will not be
investing for capital growth.

   
SHAREHOLDERS OF 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  Applicable to all
Series of Shares" in the Statement of Additional Information.
    

FOREIGN SECURITIES

The fund  may  invest  up to 25% of its  assets  in the  securities  of  foreign
issuers,  including debt  securities of foreign  governments and their agencies,
when these  securities meet its standards of selection.  The principal  business
activities of such issuers will be located in developed countries.

   
The fund may make such  investments  either  directly in foreign  securities  or
indirectly by  purchasing  depositary  receipts or depositary  shares of similar
instruments  ("DRs")  for  foreign  securities.  DRs are  securities  listed  on
exchanges or quoted in the over-the-counter markets in one country but represent
shares  of  issuers  domiciled  in  another  country.  DRs may be  sponsored  or
unsponsored.  Direct  investments  in foreign  securities  may be made either on
foreign securities exchanges or in the over-the-counter markets.
    

Subject to its investment objective and policies,  the fund may invest in common
stocks,  convertible  securities,  preferred stocks, bonds, notes and other debt
securities of foreign  issuers and debt  securities of foreign  governments  and
their agencies.  The credit quality standards  applicable to domestic securities
purchased by the fund are also applicable to its foreign securities investments.

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

EQUITY SECURITIES

In addition to investing in common  stocks,  the fund may invest in other equity
securities  and  equity   equivalents.   Other  equity   securities  and  equity
equivalents  include  securities  that  permit  the fund to  receive  an  equity
interest  in an issuer,  the  opportunity  to acquire an equity  interest  in an
issuer,  or the  opportunity to receive a return on its investment  that permits
the fund to  benefit  from the  growth  over time in the  equity  of an  issuer.
Examples of equity  securities and equity  equivalents  include preferred stock,
convertible preferred stock and convertible debt securities.

The fund will limit its purchase of convertible  debt  securities to those that,
at the time of  purchase,  are rated at least B- by S&P or B3 by Moody's,  or if
not rated by S&P or Moody's are of equivalent  investment  quality as determined
by management. Debt securities

6    Information Regarding the Fund                 American Century Investments


   
rated below the four highest  categories are not considered  "investment  grade"
obligations.  These securities have speculative characteristics and present more
credit risk than investment grade obligations.  For a description of the S&P and
Moody's  ratings  categories,  see "An  Explanation  of Fixed Income  Securities
Ratings," in the Statement of Additional  Information.  Equity  equivalents  may
also  include  securities  whose  value or return is  derived  from the value or
return of a different  security.  Depository receipts are an example of the type
of derivative security in which the fund might invest.
    

FORWARD CURRENCY EXCHANGE CONTRACTS

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

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

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

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

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

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

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

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

PORTFOLIO TURNOVER

   
The  total  portfolio  turnover  rate of the  fund  is  shown  in the  Financial
Highlights table on page 4 of this Prospectus.

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.
    

Prospectus                                   Information Regarding the Fund    7


   
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.
    

REPURCHASE AGREEMENTS

The fund may invest up to 20% of its assets in repurchase  agreements  when such
transactions  present  an  attractive  short-term  return  on  cash  that is not
otherwise  committed  to the  purchase  of  securities  pursuant  to the  fund's
investment policies.

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

Since the security purchased constitutes security for the repurchase obligation,
a repurchase  agreement can be considered a loan  collateralized by the security
purchased.

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

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

   
The fund will limit repurchase agreement transactions to transactions with those
commercial banks and broker-dealers whose creditworthiness has been reviewed and
found  satisfactory  by the fund's manager  pursuant to criteria  adopted by the
fund's Board of Directors.
    

INDEX FUTURES CONTRACTS

The fund may enter into domestic stock index futures contracts. An index futures
contract is an agreement to take or make  delivery of an amount of cash based on
the difference between the value of the index at the beginning and at the end of
the contract period. Rather than actually purchasing the securities of an index,
the manager may purchase a futures  contract,  which  reflects the value of such
underlying  securities.  For example,  S&P 500 futures  reflect the value of the
underlying  companies that comprise the S&P 500 Composite  Stock Price Index. If
the  aggregate  market value of the  underlying  index  securities  increases or
decreases  during the contract  period,  the value of the S&P 500 futures can be
expected to reflect such increase or decrease.  As a result, the manager is able
to expose to the  equity  markets  cash that is  maintained  by the fund to meet
anticipated  redemptions or held for future  investment  opportunities.  Because
futures  generally  settle  within  a day from the  date  they  are  closed  out
(compared with three days for the types of equity securities  primarily invested
in by the funds) the manager  believes that this use of futures  allows the fund
to effectively  be fully invested in equity  securities  while  maintaining  the
liquidity needed by the fund.

When a fund  enters  into a futures  contract,  it must make  deposit of cash or
high-quality debt securities, known as "initial margin," as partial security for
its performance under the contract. As the value of the index fluctuates, either
party to the contract is required to make additional  margin payments,  known as
"variation  margin," to cover any  additional  obligation  it may have under the
contract.  Assets set aside by the fund as initial or variable margin may not be
disposed of so long as the fund maintains the contract.

The  fund  may not  purchase  leveraged  futures.  The fund  will  deposit  in a
segregated  account with its custodian bank cash or high-quality debt securities
in an amount equal to the fluctuating market value of the index contracts it has
purchased,  less any margin deposited on its position. The fund will only invest
in exchange-traded  futures.  In addition,  the value of index futures contracts
purchased by a fund may not exceed 5% of the fund's total assets.

8    Information Regarding the Fund                 American Century Investments


DERIVATIVE SECURITIES

   
To the extent permitted by its investment objectives and policies,  the fund may
invest in securities that are commonly  referred to as "derivative"  securities.
Generally,  a derivative is a financial  arrangement the value of which is based
on, or "derived" from, a traditional  security,  asset, or market index. Certain
derivative  securities  are  more  accurately  described  as  "index/structured"
securities. Index/structured securities are derivative securities whose value or
performance  is  linked  to  other  equity  securities  (such  as DRs or S&P 500
futures),  currencies,  interest rates,  indices or other  financial  indicators
("reference indices").  The fund may not invest in an index/structured  security
unless the reference  index or the instrument to which it relates is an eligible
investment  for the fund.  For example,  a security  whose  underlying  value is
linked to the price of oil would not be a  permissible  investment  because  the
fund may not invest in oil and gas leases or futures.

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

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

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

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

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

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

No  purchases  will be made of  index/structured  securities  having  "leverage"
characteristics. This means that no investments will be made in securities whose
change in return, interest rate or value at maturity is a multiple of the change
in the  reference  index.  In no  event  will an  index/structured  security  be
purchased if its value (or  referenced  value) exceeds the available cash of the
fund.

Because their  performance  is tied to a reference  index,  a fund  investing in
index/structured  securities, in addition to being exposed to the credit risk of
the issuer of the  security,  will also bear the  market  risk of changes in the
reference index.

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

PORTFOLIO LENDING

   
In order  to  realize  additional  income,  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. Such loans may
not exceed  one-third of the fund's net assets  valued at market.  The portfolio
lending policy  described in this  paragraph is  fundamental  policy that may be
changed only by a vote of a majority of fund shareholders.
    

WHEN-ISSUED SECURITIES

   
The fund may sometimes  purchase new issues of securities on a when-issued basis
without limit when, in the opinion of the manager,  such  purchases will further
the investment  objectives of the fund.  The price of when-issued  securities is
established at the time the commitment to purchase is made. Delivery
    

Prospectus                                   Information Regarding the Fund    9


of and  payment  for these  securities  typically  occur 15 to 45 days after the
commitment to purchase.  Market rates of interest on debt securities at the time
of delivery may be higher or lower than those  contracted for on the when-issued
security. Accordingly, the value of such security may decline prior to delivery,
which could result in a loss to the fund. A separate account  consisting of cash
or  high-quality  liquid  debt  securities  in an amount  at least  equal to the
when-issued  commitments  will be established and maintained with the custodian.
No income will accrue to the fund prior to delivery.

SHORT SALES

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

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

RULE 144A SECURITIES

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

With respect to securities eligible for resale under Rule 144A, the staff of the
Securities and Exchange  Commission has taken the position that the liquidity of
such securities in the portfolio of a fund offering  redeemable  securities is a
question of fact for the Board of Directors to determine,  such determination to
be based upon a consideration of the readily  available  trading markets and the
review of any contractual restrictions.  The staff also acknowledges that, while
the Board retains ultimate responsibility,  it may delegate this function to the
manager.  Accordingly,  the Board has established  guidelines and procedures for
determining  the  liquidity  of  Rule  144A  securities  and has  delegated  the
day-to-day  function of determining the liquidity of Rule 144A securities to the
manager.  The Board retains the  responsibility to monitor the implementation of
the guidelines and procedures it has adopted.

Since the  secondary  market  for such  securities  will be  limited  to certain
qualified  institutional  investors,  the  liquidity of such  securities  may be
limited  accordingly  and a fund may from time to time hold a Rule 144A security
that is illiquid. In such an event, the fund's manager will consider appropriate
remedies to  minimize  the effect on such  fund's  liquidity.  The fund will not
invest more than 15% of its assets in illiquid  securities  (securities that may
not be sold within seven days at approximately the price used in determining the
net asset value of fund shares).
    

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 and average
annual total return.

Cumulative  total return data is computed by considering all elements of return,
including  reinvestment  of dividends  and capital gains  distributions,  over a
stated  period of time.  Average  annual total return is determined by computing
the annual 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.

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
    

10   Information Regarding the Fund                 American Century Investments


   
of market performance,  including the Standard & Poor's 500 Index, the Dow Jones
Industrial  Average and The S&P/Barra Value Index.  Fund performance also may be
compared to the  rankings  prepared by Lipper  Analytical  Services,  Inc.  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.
    

Prospectus                                   Information Regarding the Fund   11


                     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 Value 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.

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

Trading in  securities  on European  and Far Eastern  securities  exchanges  and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.

   
Trading of these  securities in foreign  markets may not take place on every New
York Stock Exchange business day. In addition, trading may take place in various
foreign  markets on Saturdays or on other days when the New York Stock  Exchange
is not  open  and on  which  the  fund's  net  asset  value  is not  calculated.
Therefore,  such  calculation  does not take  place  contemporaneously  with the
determination of the prices
    

12   Additional Information You Should Know         American Century Investments


of many of the portfolio  securities  used in such  calculation and the value of
the fund's  portfolio may be affected on days when shares of the fund may not be
purchased or redeemed.

DISTRIBUTIONS

   
In general, distributions from net investment income and net realized securities
gains,  if any,  are  declared  and  paid  once a year,  but the  fund  may make
distributions  on  a  more  frequent  basis  to  comply  with  the  distribution
requirements of the Internal Revenue Code, in all events in a manner  consistent
with the provisions of the Investment  Company Act. All  distributions  from the
fund will be reinvested in additional shares.
    

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 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 Value team and their work experience for
the last five years are as follows:

PETER A. ZUGER, Vice President and Portfolio Manager, joined American Century
in June 1993 as a Portfolio Manager. Prior to joining American Century, Mr.
Zuger served as an investment manager in the Trust Department of NBD Bancorp
in Detroit, Michigan.

PHILLIP N. DAVIDSON, Vice President and Portfolio Manager, joined American
Century in September 1993 as a Portfolio Manager. Prior to joining American
Century, Mr. Davidson served as an investment manager for Boatmen's Trust
Company in St. Louis, Missouri.

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
1.00% 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).

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
    

Prospectus                           Additional Information You Should Know   13


as profits  derived from the purchase  and sale of the same  security  within 60
calendar  days.  These  provisions  are designed to ensure that the interests of
fund  shareholders  come  before the  interests  of the people who manage  those
funds.

   
TRANSFER AND ADMINISTRATIVE SERVICES

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 five 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.
    

14   Additional Information You Should Know         American Century Investments


                                      NOTES

                                                                      Notes   15


                                      NOTES

16   Notes


                                      NOTES

                                                                      Notes   17

P.O. Box 419385
Kansas City, Missouri
64141-6385

Person-to-person assistance:
1-800-345-3533 or 816-531-5575

Telecommunications Device for the Deaf:
1-800-345-1833 or 816-753-0070

Fax: 816-340-4360

Internet: www.americancentury.com

                            [american century logo]
                                    American
                                  Century(sm)

9703           [recycled logo]
SH-BKT-7779       Recycled
<PAGE>
                                   PROSPECTUS

                             [american century logo]
                                    American
                                   Century(sm)

   
                                   MAY 1, 1997

                                AMERICAN CENTURY
                                    VARIABLE
                                PORTFOLIOS, INC.

                                   VP Balanced
    

                                  [front cover]


   
                                   PROSPECTUS
                                   MAY 1, 1997

                                  VP Balanced

                   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 Balanced,  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 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 May 1, 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 o P.O. Box 419385
               Kansas City, Missouri 64141-6385 o 1-800-345-3533
                       International calls: 816-531-5575
                    Telecommunications Device for the Deaf:
                   1-800-345-1833 o In Missouri: 816-753-0070
    

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 BALANCED

The investment  objective of VP Balanced is capital  growth and current  income.
The  fund  will  seek  to  achieve  its  investment   objective  by  maintaining
approximately  60% of the  assets  of VP  Balanced  in  common  stocks  that are
considered by management to have better-than-average  prospects for appreciation
and the remaining assets in bonds and other fixed income securities.


There 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
Financial Highlights........................................................4
    

                         INFORMATION REGARDING THE FUND

   
Investment Policies of the Fund.............................................5
Shareholders of Variable Portfolios.........................................6
Other Investment Practices, Their Characteristics
  and Risks.................................................................6
     Fundamentals of Fixed Income Investing.................................6
     Repurchase Agreements..................................................7
     Portfolio Lending......................................................7
     Foreign Securities.....................................................7
     Forward Currency Exchange Contracts....................................8
     Derivative Securities..................................................8
     Short Sales............................................................9
     When-Issued Securities.................................................9
     Rule 144A Securities..................................................10
Performance Advertising....................................................10

                     ADDITIONAL INFORMATION YOU SHOULD KNOW
Share Price................................................................12
     Purchase and Redemption of Shares.....................................12
     When Share Price Is Determined........................................12
     How Share Price Is Determined.........................................12
Distributions..............................................................13
Taxes......................................................................13
Management.................................................................13
     Investment Management.................................................13
     Code of Ethics........................................................14
     Transfer and Administrative Services..................................14
Distribution of Fund Shares................................................14
Further Information About American Century.................................14
    


Prospectus                                                Table of Contents    3

<TABLE>
<CAPTION>
   

                              FINANCIAL HIGHLIGHTS
                                  VP BALANCED

The Financial  Highlights for each of the periods presented have been audited by
Baird, Kurtz & Dobson,  independent  certified public accountants,  whose report
thereon appears in the fund's annual report,  which is incorporated by reference
into the  Statement  of  Additional  Information.  The  annual  report  contains
additional  performance  information and will be made available upon request and
without charge. The information presented is for a share outstanding  throughout
the years ended December 31, except as noted.

                                                   1996       1995       1994       1993       1992    1991(1)

PER-SHARE DATA
Net Asset Value,
<S>                                               <C>        <C>        <C>        <C>        <C>        <C>  
Beginning of Period............................   $7.04      $5.96      $6.07      $5.74      $6.19      $5.00
Income From Investment Operations
     Net Investment Income ....................  .18(2)        .17        .15        .11        .08        .08
     Net Realized and Unrealized Gain
     (Loss) on Investment Transactions.........     .65       1.08      (.11)        .33      (.45)       1.19
     Total From Investment Operations..........     .83       1.25        .04        .44      (.37)       1.27
Distributions
     From Net Investment Income................   (.13)      (.17)      (.15)      (.11)      (.08)      (.08)
     From Net Realized Gains
     on Investment Transactions................   (.20)          -          -          -          -          -
     Total Distributions.......................   (.33)      (.17)      (.15)      (.11)      (.08)      (.08)
Net Asset Value, End of Period.................   $7.54      $7.04      $5.96      $6.07      $5.74      $6.19
     Total Return(3)...........................  12.21%     21.12%       .61%      7.68%    (6.04%)  38.02%(4)

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
to Average Net Assets..........................    .99%       .97%      1.00%      1.00%      1.00%   1.00%(4)
Ratio of Net Investment Income
to Average Net Assets..........................   2.43%      2.69%      2.49%      1.97%      1.91%   2.36%(4)
Portfolio Turnover Rate........................    130%        87%        63%        68%        85%        28%
Average Commission Paid per
Investment Security Traded..................... $.0373      $.0400       -(5)       -(5)       -(5)       -(5)
Net Assets, End
of Period (in thousands).......................$215,393   $153,823   $105,100    $75,924    $34,382     $1,412

(1)  May 1, 1991 (inception) through December 31, 1991.

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

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

(4)  Annualized.

(5)  Disclosure of average  commission  paid per investment  security traded was
     not required prior to the year ended December 31, 1995.
</TABLE>
    
4    Financial Highlights                           American Century Investments


   
                         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 Balanced is capital  growth and current  income.
The fund will seek to achieve its  objective,  with regard to the equity portion
of  its  portfolio,   by  investing  in  common  stocks  (including   securities
convertible  into  common  stocks  and  other  equity   equivalents)  and  other
securities that meet certain  fundamental  and technical  standards of selection
and have, in the opinion of the fund's investment  manager,  better-than-average
potential  for  appreciation.   Management  of  the  fund  intends  to  maintain
approximately  60% of the fund's  assets in such  securities,  regardless of the
movement of stock prices generally.
    

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

Since a  portion  of the  fund's  portfolio  will be  invested  in fixed  income
securities,  the opportunity for capital appreciation may be expected to be less
than with a fund that invests primarily in common stocks.

   
Management  intends to maintain  approximately 40% of the fund's assets in fixed
income  securities,  with a minimum of 25% of the fund's  assets in fixed income
senior securities.  The fixed income securities in the fund will be chosen based
on their level of income production and price stability.  The fund may invest in
a  diversified  portfolio  of debt and other  fixed-rate  securities  payable in
United  States  currency.  These may include  obligations  of the United  States
government,  its agencies and  instrumentalities,  corporate  securities (bonds,
notes,  preferred and convertible issues), and sovereign government,  municipal,
mortgage-backed and other asset-backed securities.

The  government  securities  in which the fund may  invest  include:  (1) direct
obligations of the United States, such as Treasury bills, notes and bonds, which
are  supported  by the full  faith and  credit  of the  United  States,  and (2)
obligations  (including  mortgage-backed  securities)  issued or  guaranteed  by
agencies  and  instrumentalities  of  the  United  States  government  that  are
established  under an act of Congress.  The securities of some of these agencies
and instrumentalities, such as the Government National Mortgage Association, are
guaranteed  as to  principal  and  interest  by the  U.S.  Treasury,  and  other
securities  are  supported by the right of the issuer,  such as the Federal Home
Loan Banks,  to borrow from the Treasury.  Other  obligations,  including  those
issued by the Federal  National  Mortgage  Association and the Federal Home Loan
Mortgage Corporation, are supported only by the credit of the instrumentality.

Mortgage-backed  securities in which the fund may invest include  collateralized
mortgage   obligations   ("CMOs")   issued   by  a  United   States   agency  or
instrumentality.  A CMO is a debt security that is collateralized by a portfolio
or pool of mortgages or mortgage-backed  securities.  The issuer's obligation to
make  interest  and  principal  payments  is secured by the  underlying  pool or
portfolio of mortgages or securities.

The  market  value of  mortgage-backed  securities,  even  those  in  which  the
underlying  pool of mortgage  loans is guaranteed as to the payment of principal
and interest by the U.S. government,  is not insured.  When interest rates rise,
the market value of those
    

Prospectus                                   Information Regarding the Fund    5



   
securities  may  decrease in the same manner as other  debt,  but when  interest
rates  decline,  their  market  value  may not  increase  as much as other  debt
instruments  because  of the  prepayment  feature  inherent  in  the  underlying
mortgages. If such securities are purchased at a premium, the fund will suffer a
loss if the obligation is prepaid.  Prepayments will be reinvested at prevailing
rates, which may be less than the rate paid by the prepaid obligation.

For the purpose of determining the weighted  average  portfolio  maturity of the
fund, the manager shall consider the maturity of a  mortgage-backed  security to
be the remaining expected average life of the security. The average life of such
securities is likely to be  substantially  less than the original  maturity as a
result of prepayments of principal of the underlying mortgages,  especially in a
declining  interest rate  environment.  In  determining  the remaining  expected
average life, the manager makes assumptions  regarding prepayments on underlying
mortgages.  In a rising interest rate environment,  those prepayments  generally
decrease,  and may decrease below the rate of prepayment  assumed by the manager
when purchasing those securities. Such slowdown may cause the remaining maturity
of those securities to lengthen,  which will increase the relative volatility of
those securities and, hence, the fund holding the securities.  See "Fundamentals
of Fixed Income Investing," this page.

It is the  manager's  intention to invest the fund's  fixed  income  holdings in
high-grade  securities.  At least 80% of fixed income assets will be invested in
securities  that at the time of  purchase  are rated  within  the three  highest
categories by a nationally recognized  statistical rating organization [at least
A by Moody's  Investor  Services,  Inc.  (Moody's)  or  Standard & Poor's  Corp.
(S&P)].

The  remaining  portion of the fixed income  assets may be invested in issues in
the fourth highest category (Baa by Moody's or BBB by S&P) or, if not rated, are
of equivalent  investment  quality as determined by the manager and that, in the
opinion of the  manager,  can  contribute  meaningfully  to the  fund's  results
without  compromising  its  objectives.  Such issues might include a lower-rated
issue  where  research  suggests  the  likelihood  of  a  rating  increase  or a
convertible  issue of a company deemed attractive by the equity management team.
For a brief  discussion of fixed income  investing,  see  "Fundamentals of Fixed
Income Investing" this page.

There are no maturity  restrictions on the securities in which the fund invests.
Under normal market conditions the weighted average  portfolio  maturity for the
fixed income  portfolio will be in the three- to 10-year range. The manager will
actively manage the portfolio, adjusting the weighted average portfolio maturity
in response to expected  changes in  interest  rates.  During  periods of rising
interest rates, a  shorter-weighted  average maturity may be adopted in order to
reduce the effect of bond price  declines  on the fund's net asset  value.  When
interest rates are falling and bond prices  rising,  a  longer-weighted  average
portfolio maturity may be adopted.

SHAREHOLDERS OF 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.  Conse-quently,  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  Applicable to all
Series of Shares" in the Statement of Additional Information.
    

FUNDAMENTALS OF FIXED INCOME INVESTING

Over time, the level of interest rates available in the marketplace changes.
As prevailing rates fall, the

6    Information Regarding the Fund                 American Century Investments




   
prices of bonds and other  securities  that trade on a yield basis rise.  On the
other hand, when prevailing interest rates rise, bond prices fall.

Generally,  the longer the maturity of a debt security, the higher its yield and
the greater its price  volatility.  Conversely,  the shorter the  maturity,  the
lower the yield but the greater the price stability.

These  factors  operating  in the  marketplace  have a  similar  impact  on bond
portfolios.  A change in the level of interest  rates causes the net asset value
per share of any bond fund,  except money market funds, to change.  If sustained
over time,  it would also have the  impact of raising or  lowering  the yield of
that fund.

In addition to the risk  arising from  fluctuating  interest  rate levels,  debt
securities  are  subject to credit  risk.  When a  security  is  purchased,  its
anticipated  yield is  dependent  on the timely  payment by the borrower of each
interest and principal  installment.  Credit analysis and resultant bond ratings
take into account the relative  likelihood  that such timely payment will occur.
As a  result,  lower-rated  bonds  tend to  sell at  higher  yield  levels  than
top-rated bonds of similar maturity.

In  addition,   as  economic,   political  and  business   developments  unfold,
lower-quality  bonds,  which possess  lower levels of protection  with regard to
timely payment,  usually exhibit more price  fluctuation than do  higher-quality
bonds of like maturity.
    

REPURCHASE AGREEMENTS

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

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

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

The fund will limit repurchase agreement transactions to transactions with those
commercial banks and broker-dealers whose creditworthiness has been reviewed and
found  satisfactory  by the fund's manager  pursuant to criteria  adopted by the
fund's Board of Directors.
    

PORTFOLIO LENDING

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

FOREIGN SECURITIES

   
The fund may  invest an  unlimited  amount of its  assets in the  securities  of
foreign issuers when these securities meet its standards of selection.  The fund
may make such investments either directly in foreign securities or indirectly by
purchasing  depositary  receipts  or  depositary  shares or similar  instruments
("DRs") for foreign securities. DRs are securities listed on exchanges or quoted
in the over-the-counter
    

Prospectus                                   Information Regarding the Fund    7




   
markets in one  country but  represent  shares of issuers  domiciled  in another
country.  DRs may be sponsored or  unsponsored.  Direct  investments  in foreign
securities  may  be  made  either  on  foreign  securities  exchanges  or in the
over-the-counter market.
    

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

FORWARD CURRENCY EXCHANGE CONTRACTS

   
Some  of  the  securities  held  by  the  fund  may be  denominated  in  foreign
currencies. Other securities, such as DRs, may be denominated in U.S. dollars or
the currency of the country where issued (if not U.S. dollars), but have a value
that is dependent upon the performance of a foreign  security,  as valued in the
currency of its home country. As a result, the value of the fund's portfolio may
be affected by changes in the exchange rate between  foreign  currencies and the
U.S.  dollar,  as well as by  changes  in the  market  value  of the  securities
themselves.  The performance of foreign  currencies  relative to the U.S. dollar
may be an important factor in the overall performance of the fund.

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

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

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

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

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

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

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

DERIVATIVE SECURITIES

   
To the extent permitted by its investment objectives and policies,  the fund may
invest in securities that are commonly referred to as "derivative" securi-
    

8    Information Regarding the Fund                 American Century Investments




   
ties.  Generally,  a derivative is a financial arrangement the value of which is
based on, or "derived"  from, a  traditional  security  asset,  or market index.
Certain derivative securities are more accurately described as "index/structured
securities."  Index/structured  securities are derivative securities whose value
or performance is linked to other equity  securities (such as DRs),  currencies,
interest rates, indexes or other financial indicators ("reference indexes"). The
fund may not invest in an  index/structured  security unless the reference index
or the  instrument to which it relates is an eligible  investment  for the fund.
For example,  a security  whose  underlying  value is linked to the price of oil
would not be a permissible investment because the fund may not invest in oil and
gas leases or futures.

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

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

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

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

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

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

No  purchases  will be made of  index/structured  securities  having  "leverage"
characteristics. This means that no investments will be made in securities whose
change in return, interest rate or value at maturity is a multiple of the change
in the reference index.

Because their  performance  is tied to a reference  index,  a fund  investing in
index/structured  securities, in addition to being exposed to the credit risk of
the issuer of the  security,  will also bear the  market  risk of changes in the
reference index.

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

SHORT SALES

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

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

WHEN-ISSUED SECURITIES

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


Prospectus                                   Information Regarding the Fund    9



RULE 144A SECURITIES

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

With respect to securities eligible for resale under Rule 144A, the staff of the
Securities and Exchange  Commission has taken the position that the liquidity of
such securities in the portfolio of a fund offering  redeemable  securities is a
question of fact for the Board of Directors to determine,  such determination to
be based upon a consideration of the readily  available  trading markets and the
review of any contractual restrictions.  The staff also acknowledges that, while
the Board retains ultimate responsibility,  it may delegate this function to the
manager.  Accordingly,  the Board has established  guidelines and procedures for
determining  the  liquidity  of  Rule  144A  securities  and has  delegated  the
day-to-day  function of determining the liquidity of Rule 144A securities to the
manager.  The Board retains the  responsibility to monitor the implementation of
the guidelines and procedures it has adopted.

Since the  secondary  market  for such  securities  will be  limited  to certain
qualified  institutional  investors,  their liquidity may be limited accordingly
and the fund may from time to time hold a Rule 144A  security  that is illiquid.
In such an event,  the fund's  manager  will  consider  appropriate  remedies to
minimize  the effect on the fund's  liquidity.  The fund may invest up to 15% of
its assets in illiquid securities  (securities that may not be sold within seven
days at approximately  the price used in determining the net asset value of fund
shares).
    

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, 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  expressed
as a percentage of the fund's share price.

Yield is calculated by adding over a 30-day (or  one-month)  period all interest
and  dividend  income (net of fund  expenses)  calculated  on each day's  market
values,  dividing  this sum by the  average  number of fund  shares  outstanding
during the period, and expressing the result as a percentage of the fund's share
price on the last day of the 30-day (or  one-month)  period.  The  percentage is
then annualized. Capital gains and losses are not included in the calculation.

   
Yields are calculated  according to accounting  methods that are standardized in
accordance with SEC rules for all stock and bond funds. Because yield accounting
methods differ from the methods used for other accounting  purposes,  the fund's
yield may not equal  income  paid on your  shares 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 or  Donoghue's  Money Fund  Report) and  publications  that
monitor the performance of mutual funds.  Performance  information may be quoted
numerically or may be represented in a table,  graph or other  illustration.  In
addition,  fund  performance  may be  compared to  well-known  indices of market
performance  including  the S&P 500  Index,  the Dow Jones  Industrial  Average,
Donoghue's Money Fund Average, the Shearson Lehman Intermediate  Government Bond
Index,  the constant  maturity  five-year U.S.  Treasury Note Index and the Bank
Rate Monitor National Index of 21/2 -year CD rates. Fund performance also may be
compared to the rankings
    

10   Information Regarding the Fund                 American Century Investments



   
prepared  by Lipper  Analytical  Services,  Inc.  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.
    

Prospectus                                   Information Regarding the Fund   11



                     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 Balanced  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 ask  prices,  or at the last sale
price.  When market quotations are not readily  available,  securities and other
assets are valued at fair value as  determined  in  accordance  with  procedures
adopted by the Board of Directors.

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 adopted by the Board of Directors.
    

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

Trading in  securities  on European  and Far Eastern  securities  exchanges  and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.

   
Trading of these  securities in foreign  markets may not take place on every New
York Stock Exchange business day. In addition, trading may take place in various
foreign  markets on Saturdays or on other days when the New York Stock  Exchange
is not  open  and on  which  the  fund's  net  asset  value  is not  calculated.
Therefore,  such  calculation  does not take  place  contemporaneously  with the
determination of the prices
    

12   Additional Information You Should Know         American Century Investments



of many of the portfolio  securities  used in such  calculation and the value of
the fund's  portfolio may be affected on days when shares of the fund may not be
purchased or redeemed.

DISTRIBUTIONS

   
In general, distributions from net investment income and net realized securities
gains,  if any,  are  declared  and  paid  once a year,  but the  fund  may make
distributions  on  a  more  frequent  basis  to  comply  with  the  distribution
requirements of the Internal Revenue Code, in all events in a manner  consistent
with the provisions of the Investment  Company Act. All  distributions  from the
fund will be reinvested in additional shares.
    

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's 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 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 Balanced team and their work experience
for the last five years are as follows:

CHARLES M. DUBOC,  Senior Vice President and Portfolio Manager,  joined American
Century in August 1985 and served as fixed  income  Portfolio  Manager from that
time until April 1993. In April 1993, Mr. Duboc joined American Century's equity
investment  efforts.  He is a member of the team that manages the equity portion
of VP Balanced.

NORMAN E. HOOPS,  Senior Vice  President  and fixed  income  Portfolio  Manager,
joined  American  Century as Vice  President and  Portfolio  Manager in November
1989.  In April  1993,  he became  Senior Vice  President.  He manages the fixed
income portion of VP Balanced.

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

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 and  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 1%
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).
    

Prospectus                           Additional Information You Should Know   13




   
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.

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 recordkeeping and administrative 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  ownership  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 American  Century Tower,  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 five series of common stock
with a par value of $.01 per share.  Each  series is  commonly  referred to 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.
    

14   Additional Information You Should Know         American Century Investments




                                     NOTES


                                                                      Notes   15


                                     NOTES

16   Notes


                                     NOTES


                                                                      Notes   17




P.O. Box 419385
Kansas City, Missouri
64141-6385

Person-to-person assistance:
1-800-345-3533 or 816-531-5575

Telecommunications Device for the Deaf:
1-800-345-1833 or 816-753-0070

Fax: 816-340-4360

Internet: www.americancentury.com

                            [american century logo]
                                    American
                                  Century(sm)

9703           [recycled logo]
SH-BKT-7778       Recycled
<PAGE>
                                   PROSPECTUS

                             [american century logo]
                                    American
                                   Century(sm)


   
                                   MAY 1, 1997

                                AMERICAN CENTURY
                                    VARIABLE
                                PORTFOLIOS, INC.


                                  VP Advantage
    


                                  [front cover]



   
                                   PROSPECTUS
                                   MAY 1, 1997
    


                                  VP Advantage
       


   
                   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 Advantage, 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 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 May 1,  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 o P.O. Box 419385
               Kansas City, Missouri 64141-6385 o 1-800-345-3533
                       International calls: 816-531-5575
                    Telecommunications Device for the Deaf:
                   1-800-345-1833 o In Missouri: 816-753-0070
    



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 ADVANTAGE

     The  investment  objective of VP  Advantage  is current  income and capital
growth.  The fund will seek to achieve its investment  objective by investing in
three  types of  securities.  The fund's  investment  manager  intends to invest
approximately  (i) 20% of the fund's  assets in  securities of the United States
government  and its agencies and  instrumentalities  and  repurchase  agreements
collateralized by such securities with a weighted average maturity of six months
or less, i.e., cash or cash equivalents,  (ii) 40% of the fund's assets in fixed
income  securities  of  the  United  States  government  and  its  agencies  and
instrumentalities  with a  weighted  average  maturity  of three to 10 years and
(iii) 40% of the  fund's  assets in equity  securities  that are  considered  by
management to have better-than-average  prospects for appreciation. As described
in greater detail in this  Prospectus,  assets will be purchased or sold, as the
case may be, as is  necessary in response to changes in market value to maintain
the  asset  mix  of  the  fund's  portfolio  at  approximately  60%  cash,  cash
equivalents and fixed income securities and 40% equity securities.

   There 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
Financial Highlights ................................4
    

INFORMATION REGARDING THE FUND

   
Investment Policies of the Fund .....................5
Shareholders of Variable Portfolios .................6
Other Investment Practices,
  Their Characteristics and Risks ...................6
     Fundamentals of Fixed Income Investing .........6
     Repurchase Agreements ..........................7
     Portfolio Lending ..............................7
     Foreign Securities .............................7
     Forward Currency Exchange Contracts ............8
     Derivative Securities ..........................8
     Short Sales ....................................9
     When-Issued Securities .........................9
     Rule 144A Securities ...........................10
Performance Advertising .............................10
    

ADDITIONAL INFORMATION YOU SHOULD KNOW

   
Share Price .........................................12
     Purchase and Redemption of Shares ..............12
     When Share Price Is Determined .................12
     How Share Price Is Determined ..................12
Distributions .......................................13
Taxes ...............................................13
Management ..........................................13
     Investment Management ..........................13
     Code of Ethics .................................14
     Transfer and Administrative Services ...........14
Distribution of Fund Shares .........................14
Further Information About American Century ..........14
    


Prospectus                             Table of Contents                  3

<TABLE>
<CAPTION>

   
                              FINANCIAL HIGHLIGHTS
                                  VP ADVANTAGE


     The  Financial  Highlights  for each of the  periods  presented  have  been
audited by Baird,  Kurtz & Dobson,  independent  certified  public  accountants,
whose report thereon appears in the fund's annual report,  which is incorporated
by reference  into the  Statement of Additional  Information.  The annual report
contains  additional  performance  information  and will be made  available upon
request and without charge. The information presented is for a share outstanding
throughout the years ended December 31, except as noted.


                                                  1996            1995            1994          1993           1992         1991(1)

PER-SHARE DATA
<S>                                    <C>              <C>              <C>            <C>            <C>            <C>         
Net Asset Value,
Beginning of Period ................   $          6.19  $          5.48  $        5.57  $        5.32  $        5.64  $       5.00

Income From
Investment Operations

     Net Investment Income .........               .20              .20            .15            .11            .11           .05
     Net Realized and
     Unrealized Gain (Loss)
     on Investment
     Transactions ..................               .34              .71           (.09)           .25           (.32)          .64

     Total From
     Investment Operations .........               .54              .91            .06            .36           (.21)          .69

Distributions

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

     From Net Realized
     Gains  on Investment
     Transactions ..................              (.29)              --             --             --             --            --

     Total Distributions ...........              (.44)            (.20)          (.15)          (.11)          (.11)         (.05)

Net Asset Value,
End of Period ......................   $          6.29  $          6.19  $        5.48  $        5.57  $        5.32  $       5.64

Total Return(2) ....................              9.25%           16.75%          1.03%          6.82%        (3.75%)      33.14%(3)

RATIOS/SUPPLEMENTAL
DATA

     Ratio of
     Operating Expenses
     to Average Net Assets .........               .98%             .95%          1.00%          1.00%         1.00%        1.00%(3)

     Ratio of Net
     Investment Income
     to Average Net Assets .........              3.10%            3.32%          2.65%          2.07%         2.32%        3.14%(3)

     Portfolio
     Turnover Rate .................                80%              99%            57%            77%           85%           5%

     Average Commission
     Paid per Investment
     Security Traded ...............   $          .0380 $          .0410          --(4)          --(4)         --(4)        --(4)

     Net Assets, End
     of Period (in thousands) ......   $         25,230     $     24,037     $   22,413     $   20,959    $   16,580    $   3,069


(1)  August 1, 1991 (inception) through December 31, 1991.

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

(3)  Annualized.

(4)  Disclosure of average  commission  paid per investment  security traded was
     not required prior to the year ended December 31, 1995.
</TABLE>
    


4    Financial Highlights                        American Century Investments



   
                         INFORMATION REGARDING THE FUND
    


INVESTMENT POLICIES OF THE FUND

   
     American  Century  Variable   Portfolios  has  adopted  certain  investment
restrictions  applicable  to the fund  that are set  forth in the  Statement  of
Additional Information.  Those restrictions, as well as the investment objective
of the fund  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  Advantage  is current  income and capital
growth.  The fund will seek to achieve its investment  objective by investing in
three  types of  securities.  The fund's  investment  manager  intends to invest
approximately  20% of the fund's assets (the "Core Cash"  portion) in securities
of  the  U.S.  government,  its  agencies  and  instrumentalities   ("government
securities")  with a weighted average maturity of six months or less, i.e., cash
or cash equivalents.  The investment manager intends to invest approximately 40%
of the fund's  assets (the "Fixed  Income"  portion) in fixed income  government
securities  with a  weighted  average  maturity  of  three to 10  years.  If the
investment manager believes,  in its discretion,  that market conditions warrant
it,  some or all of the Fixed  Income  portion  of the fund's  portfolio  may be
invested in cash or cash  equivalents.  The remaining,  approximately 40% of the
fund's assets (the "Equity" portion), will be invested in equity securities.
    

     When  changes in the market  value of the  fund's  assets  cause the Equity
portion of the fund to be equal to or less than 35% of the fund's assets,  or to
be equal to or greater  than 45% of the fund's  assets,  equity and fixed income
securities  will be  purchased  or sold,  as the case may be, so that the Equity
portion will again represent approximately 40% of the fund's assets.

   
     The  securities  to be  purchased  for the Core Cash  portion and the Fixed
Income  portion  of the fund  will be  chosen  based on  their  level of  income
production and price  stability and will consist only of obligations of the U.S.
government,  its agencies and instrumentalities,  including  mortgage-backed and
other asset-backed securities, and repurchase agreements fully collateralized by
such securities.

     The government  securities in which the fund may invest include: (1) direct
obligations of the United States, such as Treasury bills, notes and bonds, which
are  supported  by the full  faith and  credit  of the  United  States,  and (2)
obligations,  (including  mortgage-backed  securities)  issued or  guaranteed by
agencies  and  instrumentalities  of  the  United  States  government  that  are
established  under an act of Congress.  The securities of some of these agencies
and instrumentalities, such as the Government National Mortgage Association, are
guaranteed  as to  principal  and  interest  by the  U.S.  Treasury,  and  other
securities  are  supported by the right of the issuer,  such as the Federal Home
Loan Banks,  to borrow from the Treasury.  Other  obligations,  including  those
issued by the Federal  National  Mortgage  Association and the Federal Home Loan
Mortgage Corporation, are supported only by the credit of the instrumentality.

     Mortgage-backed   securities   in  which  the  fund  may   invest   include
collateralized mortgage obligations ("CMOs") issued by a United States agency or
instrumentality.  A CMO is a debt security that is collateralized by a portfolio
or pool of mortgages or mortgage-backed  securities.  The issuer's obligation to
make  interest  and  principal  payments  is secured by the  underlying  pool or
portfolio of mortgages or securities.

     The market  value of  mortgage-backed  securities,  even those in which the
underlying  pool of mortgage  loans is guaranteed as to the payment of principal
and interest by the U.S. government,  is not insured.  When interest rates rise,
the market  value of those  securities  may decrease in the same manner as other
debt, but when interest  rates  decline,  their market value may not increase as
much as other debt instru-
    


Prospectus                             Information Regarding the Fund     5



   
ments because of the prepayment feature inherent in the underlying mortgages. If
such  securities are purchased at a premium,  the fund will suffer a loss if the
obligation is prepaid. Prepayments will be reinvested at prevailing rates, which
may be less than the rate paid by the prepaid obligation.

     For the purpose of determining the weighted average  portfolio  maturity of
the fund, the manager shall  consider the maturity of a security,  issued by the
Government National Mortgage Association,  or other mortgage-backed  security to
be the remaining expected average life of the security. The average life of such
securities is likely to be  substantially  less than the original  maturity as a
result of prepayments of principal on the underlying mortgages,  especially in a
declining  interest rate  environment.  In  determining  the remaining  expected
average life, the manager makes assumptions  regarding prepayments on underlying
mortgages.  In a rising interest rate environment,  those prepayments  generally
decrease,  and may decrease below the rate of prepayment  assumed by the manager
when purchasing those securities. Such slowdown may cause the remaining maturity
of those securities to lengthen,  which will increase the relative volatility of
those securities and, hence, the fund holding the securities.  See "Fundamentals
of Fixed Income Investing," this page.

     While there are no maturity  restrictions  on the debt  securities in which
the fund may invest,  the weighted  average maturity of the Core Cash portion is
expected to be six months or less.  Under normal market  conditions the weighted
average  maturity of the Fixed  Income  portion will be in the three- to 10-year
range.  The manager  will  actively  manage such  portion of the fund's  assets,
adjusting  the  weighted  average  portfolio  maturity  in  response to expected
changes in interest  rates.  During periods of rising  interest rates, a shorter
weighted  average maturity may be adopted in order to reduce the effect of fixed
income  security  price  declines on the fund's net asset value.  When  interest
rates are falling and fixed income  security  prices rising,  a longer  weighted
average portfolio  maturity may be adopted.  If the manager believes that market
conditions  merit it, some or all of the assets in the Fixed Income  portion may
be invested in cash and cash equivalents.

     With regard to the Equity portion of its portfolio, the fund will invest in
common stocks  (including  securities  convertible  into common stocks and other
equity  equivalents)  and other  securities  that meet certain  fundamental  and
technical  standards of  selection  and have,  in the opinion of the  investment
manager, better-than-average potential for appreciation.
    

     The  Equity  portion  of  the  fund  may  be  invested  in  cash  and  cash
equivalents,  including repurchase  agreements,  temporarily or when the fund is
unable to find equity securities meeting its criteria of selection. The fund may
purchase  equity  securities  only of  companies  that have a record of at least
three years' continuous operation.

   
SHAREHOLDERS OF 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, regarding the fund and its investment policies,
see  "Investment  Restrictions  Applicable  to  all  Series  of  Shares"  in the
Statement of Additional Information.
    

FUNDAMENTALS OF FIXED INCOME INVESTING

   
     Over  time,  the  level of  interest  rates  available  in the  marketplace
changes. As prevailing rates fall, the prices of bonds and other securities that
trade on a yield basis
    


6    Information Regarding the Fund              American Century Investments




   
rise. On the other hand, when prevailing interest rates rise, bond prices fall.
    

     Generally, the longer the maturity of a debt security, the higher its yield
and the greater its price volatility.  Conversely, the shorter the maturity, the
lower the yield but the greater the price stability.

   
     These factors  operating in the  marketplace  have a similar impact on bond
portfolios.  A change in the level of interest  rates causes the net asset value
per share of any bond fund,  except money market funds, to change.  If sustained
over time,  it would also have the  impact of raising or  lowering  the yield of
that fund.

     In addition to the risk arising from fluctuating interest rate levels, debt
securities  are  subject to credit  risk.  When a  security  is  purchased,  its
anticipated  yield is  dependent  on the timely  payment by the borrower of each
interest and principal  installment.  Credit analysis and resultant bond ratings
take into account the relative  likelihood  that such timely payment will occur.
As a  result,  lower-rated  bonds  tend to  sell at  higher  yield  levels  than
top-rated bonds of similar maturity.

     In addition,  as economic,  political  and  business  developments  unfold,
lower-quality  bonds,  which possess  lower levels of protection  with regard to
timely payment,  usually exhibit more price  fluctuation than do  higher-quality
bonds of like maturity.
    

REPURCHASE AGREEMENTS

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

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

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

   
     The fund will limit repurchase agreement  transactions to transactions with
those  commercial  banks  and  broker-dealers  whose  creditworthiness  has been
reviewed  and found  satisfactory  by the fund's  manager  pursuant  to criteria
adopted by the fund's Board of Directors.
    

PORTFOLIO LENDING

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

FOREIGN SECURITIES

   
     The fund may  invest in equity  securities  of foreign  issuers  when these
securities meet its standards of selection.  The fund may make such  investments
either directly in foreign  securities,  or indirectly by purchasing  depositary
receipts  or  depositary  shares or  similar  instruments  ("DRs")  for  foreign
securities.   DRs  are   securities   listed  on  exchanges  or  quoted  in  the
over-the-counter  markets  in  one  country  but  represent  shares  of  issuers
domiciled in another country.
    


Prospectus                                 Information Regarding the Fund     7


   
DRs may be sponsored or unsponsored.  Direct  investments in foreign  securities
may be made either on foreign  securities  exchanges or in the  over-the-counter
markets.
    

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

FORWARD CURRENCY EXCHANGE CONTRACTS

   
     Some of the  securities  held by the fund  may be  denominated  in  foreign
currencies. Other securities, such as DRs, may be denominated in U.S. dollars or
the currency of the country where issued (if not U.S.  dollars) but have a value
that is dependent upon the performance of a foreign  security,  as valued in the
currency of its home country. As a result, the value of the fund's portfolio may
be affected by changes in the exchange rate between  foreign  currencies and the
U.S.  dollar,  as well as by  changes  in the  market  value  of the  securities
themselves.  The performance of foreign  currencies  relative to the U.S. dollar
may be an important factor in the overall performance of the fund.

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

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

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

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

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

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

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

DERIVATIVE SECURITIES

   
     To the extent permitted by its investment objectives and policies, the fund
may  invest  in  securities  that  are  commonly  referred  to  as  "derivative"
securities. Generally, a derivative is a financial arrangement the
    




8    Information Regarding the Fund              American Century Investments



   
value of which is based on, or "derived" from, a traditional security, asset, or
market index.  Certain  derivative  securities are more accurately  described as
"index/structured   securities."   Index/structured  securities  are  derivative
securities whose value or performance is linked to other equity securities (such
as DRs),  currencies,  interest  rates,  indexes or other  financial  indicators
("reference indexes").  The fund may not invest in an index/structured  security
unless the reference  index or the instrument to which it relates is an eligible
investment  for the fund.  For example,  a security  whose  underlying  value is
linked to the price of oil would not be a  permissible  investment  because  the
fund may not invest in oil and gas leases or futures.

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

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

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

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

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

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

     No purchases will be made of index/structured  securities having "leverage"
characteristics. This means that no investments will be made in securities whose
change in return, interest rate or value at maturity is a multiple of the change
in the  reference  index.  In no  event  will an  index/structured  security  be
purchased if its addition to the fund's fixed income  portfolio  would cause the
expected  interest rate  characteristics  of its fixed income  portfolio to fall
outside the expected  interest  rate  characteristics  of a fund having the same
permissible  weighted average  portfolio  maturity range that does not invest in
index/structured securities.

     Because their performance is tied to a reference index, a fund investing in
index/structured  securities, in addition to being exposed to the credit risk of
the issuer of the  security,  will also bear the  market  risk of changes in the
reference index.

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

SHORT SALES

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

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

WHEN-ISSUED SECURITIES

     The fund may  sometimes  purchase new issues of securities on a when-issued
basis  without  limit  when,  in the  opinion of the  investment  manager,  such
purchases  will  further the  investment  objectives  of the fund.  The price of
when-issued  securities is established at the time the commitment to purchase is
made. Delivery of and payment for these securities typically occur 15 to 45 days
after the commitment to purchase. Market rates of interest on debt securities at
the time of  delivery  may be higher or lower than those  contracted  for on the
when-issued security.  Accordingly, the value of such security may decline prior
to  delivery,  which  could  result in a loss to the fund.  A  separate  account
consisting of cash or high-quality liquid debt securities in an amount at least


Prospectus                                Information Regarding the Fund     9




equal to the when-issued commitments will be established and maintained with the
custodian. No income will accrue to the fund prior to delivery.

RULE 144A SECURITIES

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

     With respect to securities  eligible for resale under Rule 144A,  the staff
of the  Securities  and  Exchange  Commission  has taken the  position  that the
liquidity of such  securities  in the  portfolio of a fund  offering  redeemable
securities is a question of fact for the Board of Directors to  determine,  such
determination to be based upon a consideration of the readily  available trading
markets  and  the  review  of  any  contractual  restrictions.  The  staff  also
acknowledges  that,  while the Board  retains  ultimate  responsibility,  it may
delegate this function to the manager.  Accordingly,  the Board has  established
guidelines and procedures for  determining the liquidity of Rule 144A securities
and has delegated the day-to-day  function of determining  the liquidity of 144A
securities to the manager.  The Board retains the  responsibility to monitor the
implementation of the guidelines and procedures it has adopted.

     Since the secondary  market for such  securities will be limited to certain
qualified  institutional  investors,  their liquidity may be limited accordingly
and the fund may from time to time hold a Rule 144A security  which is illiquid.
In such an event,  the fund's  manager  will  consider  appropriate  remedies to
minimize the effect on the fund's liquidity.

     The  fund  may  invest  up to 15%  of its  assets  in  illiquid  securities
(securities  that may not be sold within seven days at  approximately  the price
used in determining the net asset value of fund shares).
    

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,  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
expressed as a percentage of the fund's share price.

     Yield is  calculated  by adding  over a 30-day  (or  one-month)  period all
interest and dividend  income (net of fund  expenses)  calculated  on each day's
market  values,  dividing  this  sum  by  the  average  number  of  fund  shares
outstanding  during the period, and expressing the result as a percentage of the
fund's  share  price on the last day of the 30-day (or  one-month)  period.  The
percentage is then annualized.  Capital gains and losses are not included in the
calculation.

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

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




10   Information Regarding the Fund                 American Century Investments




   
Lehman Intermediate  Government Bond Index, the constant maturity five-year U.S.
Treasury Note Index and the Bank Rate Monitor  National  Index of 2 1/2 -year CD
rates.  Fund performance also may be compared to the rankings prepared by Lipper
Analytical Services,  Inc. 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.
    



Prospectus                          Information Regarding the Fund        11




                     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  Advantage  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 adopted by the Board of Directors.
    

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

   
     Trading in securities on European and Far Eastern securities  exchanges and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.
    

     Trading of these  securities in foreign markets may not take place on every
New York Stock  Exchange  business  day. In addition,  trading may take place in
various  foreign  markets on  Saturdays or on other days when the New York Stock
Exchange is not open and on which the fund's net asset value is not  calculated.
Therefore, such calculation does not take place con-



12   Additional Information You Should Know         American Century Investments


temporaneously  with the  determination  of the prices of many of the  portfolio
securities used in such calculation and the value of the fund's portfolio may be
affected on days when shares of the fund may not be purchased or redeemed.


DISTRIBUTIONS

   
     In  general,  distributions  from net  investment  income and net  realized
securities  gains,  if any, are declared and paid once a year,  but the fund may
make  distributions on a more frequent basis to comply with the Internal Revenue
Code, in all events in a manner consistent with the provisions of the Investment
Company Act. All  distributions  from the fund will be  reinvested in additional
shares.
    

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 fund,  American
Century  Investment  Management,  Inc.  serves as the investment  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  Advantage  team and their work
experience for the last five years are as follows:

     Charles M. Duboc,  Senior Vice  President  and  Portfolio  Manager,  joined
American  Century in August 1985 and served as fixed  income  Portfolio  Manager
from that time until  April 1993.  In April  1993,  Mr.  Duboc  joined  American
Century equity investment  efforts.  He is a member of the team that manages the
equity portion of VP Advantage.

     Norman E. Hoops,  Senior Vice President and fixed income Portfolio Manager,
joined  American  Century as Vice  President and  Portfolio  Manager in November
1989. In April 1993, he became Senior Vice President. He is a member of the team
that manages the fixed income portion of VP Advantage.

     Nancy B. Prial,  Vice  President and  Portfolio  Manager,  joined  American
Century in  February  1994 as a Portfolio  Manager.  She is a member of the team
that manages the equity portion of VP Advantage.  For more than four years prior
to joining  American  Century,  Ms.  Prial served as Senior Vice  President  and
Portfolio Manager at Frontier Capital Management Company, Boston, Massachusetts.

     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 and  expenses of the  non-interested  person
directors (including counsel fees) and extraordinary expenses.

     For the service provided to the fund, the manager receives an annual fee of
1% 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).
    




Prospectus                     Additional Information You Should Know      13




   
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.

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 recordkeeping and administrative services that
would  otherwise  be  performed  by the manager  agent may be  performed  by the
insurance company that purchases the fund's shares, and the transfer 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 ownership
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  American  Century  Tower,  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 five series of common
stock with a par value of $.01 per share. Each series is commonly referred to 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.
    



14   Additional Information You Should Know        American Century Investments




                                      NOTES


                                                                 Notes        15




                                      NOTES


16        Notes




                                      NOTES


                                                                 Notes        17




     P.O. Box 419385
     Kansas City, Missouri
     64141-6385

     Person-to-person assistance:
     1-800-345-3533 or 816-531-5575

     Telecommunications Device for the Deaf:
     1-800-345-1833 or 816-753-0070

     Fax: 816-340-4360

     Internet: www.americancentury.com

                            [american century logo]
                                    American
                                  Century(sm)


     9704           [recycled logo]
     SH-BKT-7781       Recycled
<PAGE>
                                   PROSPECTUS

                            [american century logo]
                                    American
                                  Century(sm)

   
                                  MAY 1, 1997

                                AMERICAN CENTURY
                                    VARIABLE
                                PORTFOLIOS, INC.

                                VP International
    

                                 [front cover]


   
                                   PROSPECTUS
                                  MAY 1, 1997

                                VP International

                   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  International,  is
described  in 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 May 1, 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 o P.O. Box 419385
               Kansas City, Missouri 64141-6385 o 1-800-345-3533
                       International calls: 816-531-5575
                    Telecommunications Device for the Deaf:
                   1-800-345-1833 o In Missouri: 816-753-0070
    

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 INTERNATIONAL

   
The investment  objective of VP International  is capital growth.  The fund will
seek  to  achieve  its  investment   objective  by  investing  primarily  in  an
internationally  diversified  portfolio of common stocks that are  considered by
management to have prospects for appreciation. The fund will invest primarily in
securities of issuers located in developed markets.  Investment in securities of
foreign issuers  typically  involves a greater degree of risk than investment in
domestic securities. See "Risk Factors," page 6.

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
Financial Highlights...........................................................4
    

                         INFORMATION REGARDING THE FUND

   
Investment Policies of the Fund................................................5
Risk Factors...................................................................6
Shareholders of Variable Portfolios............................................7
Other Investment Practices, Their Characteristics
  and Risks....................................................................7
     Forward Currency Exchange Contracts.......................................7
     Derivative Securities.....................................................8
     Indirect Foreign Investment...............................................8
     Sovereign Debt Obligations................................................8
     Repurchase Agreements.....................................................9
     When-Issued Securities....................................................9
     Short Sales...............................................................9
     Rule 144A Securities......................................................9
Performance Advertising.......................................................10
    

                     ADDITIONAL INFORMATION YOU SHOULD KNOW

   
Share Price...................................................................11
     Purchase and Redemption of Shares........................................11
     When Share Price Is Determined...........................................11
     How Share Price Is Determined............................................11
Distributions.................................................................12
Taxes.........................................................................12
Management....................................................................12
     Investment Management....................................................12
     Code of Ethics...........................................................12
     Transfer and Administrative Services.....................................13
Distribution of Fund Shares...................................................13
Further Information About American Century....................................13
    

Prospectus                                                Table of Contents    3

<TABLE>
<CAPTION>

   
                              FINANCIAL HIGHLIGHTS
                                VP INTERNATIONAL

The Financial  Highlights for each of the periods presented have been audited by
Baird, Kurtz & Dobson,  independent  certified public accountants,  whose report
appears in the fund's annual report, which is incorporated by reference into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge.  The  information  presented is for a share  outstanding  throughout the
years ended December 31, except as noted.

                                                                      1996            1995              1994(1)

PER-SHARE DATA
<S>                                                                  <C>              <C>               <C>  
Net Asset Value, Beginning of Period..............................   $5.33            $4.75             $5.00
Income From Investment Operations
     Net Investment Income(2) ....................................     .02              .03             --
     Net Realized and Unrealized
     Gain (Loss) on Investment Transactions.......................     .74              .55              (.25)
     Total From Investment Operations.............................     .76              .58              (.25)
Distributions
     From Net Investment Income...................................    (.03)           --                --
     In Excess of Net Investment Income...........................    (.07)           --                --
     From Net Realized Gains on Investment Transactions...........    (.03)           --                --
     Total Distributions..........................................    (.13)           --                --
Net Asset Value, End of Period....................................   $5.96            $5.33             $4.75
     Total Return(3)..............................................   14.41%           12.21%            (5.00%)

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets................     1.50%            1.50%           1.50%(4)
Ratio of Net Investment Income (Loss) to Average Net Assets......      .31%             .70%          (.11%)(4)
Portfolio Turnover Rate..........................................      154%             214%              157%
Average Commission Paid per Investment Security Traded...........    $.0225           $.0020              --(5)
Net Assets, End of Period (in thousands).........................  $101,335          $51,609           $17,993


(1)  May 1, 1994 (inception) through December 31, 1994.

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

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

(4)  Annualized.

(5)  Disclosure of average  commission  paid per investment  security traded was
     not required prior to the year ended Decmeber 31, 1995.
</TABLE>
    
4    Financial Highlights                           American Century Investments


                         INFORMATION REGARDING THE FUND

INVESTMENT POLICIES OF THE FUND

   
American Century Variable Portfolios has adopted certain investment restrictions
applicable  to the  fund  that  are set  forth in the  Statement  of  Additional
Information. Those restrictions, as well as the investment objective of the fund
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 International  is capital growth.  The fund will
seek to achieve its investment objective by investing primarily in securities of
foreign  companies  that meet certain  fundamental  and  technical  standards of
selection  and have,  in the opinion of the  investment  manager,  potential for
appreciation.  The fund will  invest  primarily  in common  stocks  (defined  to
include depositary  receipts for common stocks and other equity  equivalents) of
such  companies.  The fund  tries to stay  fully  invested  in such  securities,
regardless of the movement of stock prices generally.
    

Although the primary  investment of the fund will be common stocks, the fund may
also invest in other types of securities  consistent with the  accomplishment of
the fund's  objectives.  When the manager believes that the total capital growth
potential of other  securities  equals or exceeds the potential return of common
stocks, the fund may invest up to 35% of its assets in such other securities.

   
The  other  securities  the  fund  may  invest  in are  convertible  securities,
preferred stocks, bonds, notes and debt securities of companies, and obligations
of domestic or foreign  governments and their agencies.  The fund will limit its
purchases of debt securities to investment-grade obligations. For long-term debt
obligations  this  includes  securities  that are rated Baa or better by Moody's
Investor Services,  Inc. or BBB or better by Standard & Poor's  corporation,  or
that are not rated but  considered by the manager to be of  equivalent  quality.
According  to  Moody's,  bonds  rated  Baa are  medium  grade and  possess  some
speculative  characteristics.  A BBB rating by S&P indicates S&P's belief that a
security exhibits a satisfactory degree of safety and capacity for repayment but
is more vulnerable to adverse economic conditions or changing circumstances than
higher-rated securities.

The fund may make foreign  investments  either directly in foreign securities or
indirectly by  purchasing  depositary  receipts or depositary  shares or similar
instruments  ("DRs")  for  foreign  securities.  DRs are  securities  listed  on
exchanges or quoted in the over-the-counter markets in one country but represent
shares  of  issuers  domiciled  in  another  country.  DRs may be  sponsored  or
unsponsored.  Direct  investment  in foreign  securities  may be made  either on
foreign securities exchanges or on the over-the-counter markets.
    

Notwithstanding  the  fund's  investment  objective  of  capital  growth,  under
exceptional market or economic  conditions,  the fund may temporarily invest all
or a substantial  portion of its assets in cash or  investment-grade  short-term
securities  (denominated in U.S. dollars or foreign  currencies).  To the extent
the fund assumes a defensive  position,  it will not be pursuing its  investment
objective of capital growth.

Under  normal  conditions,  the fund will  invest at least 65% of its  assets in
common  stocks  or other  equity  equivalents  of  issuers  from at least  three
countries outside of the United States.  While securities of U.S. issuers may be
included in the  portfolio  from time to time,  it is the primary  intent of the
manager  to  diversify  investments  across a broad  range of  foreign  issuers.
Management defines "foreign issuer" as an issuer of securities that is domiciled
outside  the  United  States,  derives  at least 50% of its total  revenue  from
production  or sales  outside  the United  States,  and/or  whose  shares  trade
principally on an exchange or other market outside the United States.

Prospectus                                   Information Regarding the Fund    5



In order to achieve maximum investment flexibility, the fund has not established
geographic  limits  on asset  distribution  on  either a  country-by-country  or
region-by-region basis. The investment manager expects to invest both in issuers
whose  principal  place of  business  is located  in  countries  with  developed
economies  (such as Germany,  the United Kingdom and Japan) and in issuers whose
principal  place of  business  is  located  in  countries  with  less  developed
economies (such as Portugal, Malaysia and Mexico).

The principal  criterion for inclusion of a security in the fund's  portfolio is
its ability to meet the fundamental and technical standards of selection and, in
the opinion of the fund's  investment  manager,  to achieve  better-than-average
appreciation.  If, in the opinion of the fund's investment manager, a particular
security satisfies this principal criterion, the security may be included in the
fund's portfolio,  regardless of the location of the issuer or the percentage of
the fund's investments in the issuer's country or region.

At the same time,  however,  the  investment  manager  recognizes  that both the
selection  of  the  fund's  individual  securities  and  the  allocation  of the
portfolio's assets across different  countries and regions are important factors
in managing an international equity portfolio. For this reason, the manager also
will  consider  a number  of  other  factors  in  making  investment  selections
including:  the  prospects  for  relative  economic  growth  among  countries or
regions,  economic and political conditions,  expected inflation rates, currency
exchange fluctuations and tax considerations.

RISK FACTORS

Investing in securities of foreign issuers generally involves greater risks than
investing in the  securities of domestic  companies.  As with any  investment in
securities,  the  value of an  investment  in the fund can  decrease  as well as
increase,  depending  upon a variety of factors  which may affect the values and
income generated by the fund's portfolio securities.  Potential investors should
carefully consider the following factors before investing:

Currency Risk. The value of the fund's foreign  investments may be significantly
affected by changes in currency  exchange  rates.  The dollar value of a foreign
security  generally  decreases  when the value of the dollar  rises  against the
foreign currency in which the security is denominated and tends to increase when
the value of the dollar falls against such currency.  In addition,  the value of
the fund's  assets may be  affected  by losses and other  expenses  incurred  in
converting  between  various  currencies  in order to purchase  and sell foreign
securities and by currency restrictions,  exchange control regulation,  currency
devaluations and political developments.

Political and Economic Risk. The economies of many of the countries in which the
fund invests are not as developed as the economy of the United States and may be
subject to  significantly  different  forces.  Political or social  instability,
expropriation or confiscatory  taxation, and limitations on the removal of funds
or  other  assets  could  also  adversely   affect  the  value  of  investments.
Investments  in lesser  developed  countries  will involve  exposure to economic
structures  that are generally less diverse and mature than in the United States
or other developed countries and to political systems that can be expected to be
less stable than those of more developed countries.  A developing country can be
considered   to  be  a   country   that  is  in  the   initial   stages  of  its
industrialization cycle. Historically, markets of developing countries have been
more  volatile  than the markets of developed  countries.  The fund has no limit
with respect to investments in lesser developed countries.

Regulatory Risk.  Foreign  companies are generally not subject to the regulatory
controls  imposed  on U.S.  issuers  and,  in  general,  there is less  publicly
available  information about foreign securities than is available about domestic
securities.  Many  foreign  companies  are not  subject to  uniform  accounting,
auditing  and  financial   reporting   standards,   practices  and  requirements
comparable  to those  applicable  to domestic  companies.  Income  from  foreign
securities  owned by the fund may be reduced by a withholding  tax at the source
that would reduce dividends paid by the fund.

Market and Trading Risk. Brokerage commission rates in foreign countries,  which
are generally  fixed rather than subject to negotiation as in the United States,
are likely to be higher.  The  securities  markets in many of the  countries  in
which the fund invests  will have  substantially  less  trading  volume than the
principal U.S. markets.  As a result,  the securities of some companies in these
countries may be less liquid

6    Information Regarding the Fund                 American Century Investments



and more volatile than comparable U.S. securities.  Furthermore,  one securities
broker  may  represent  all or a  significant  part of the  trading  volume in a
particular  country,  resulting in higher trading costs and decreased  liquidity
due  to a  lack  of  alternative  trading  partners.  There  is  generally  less
government  regulation and supervision of foreign stock  exchanges,  brokers and
issuers,  which may make it difficult  to enforce  contractual  obligations.  In
addition,  extended  clearance and  settlement  periods in some foreign  markets
could  result  in  losses  to the  fund or  cause  the  fund to miss  attractive
investment possibilities.

   
SHAREHOLDERS OF 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  Applicable to all
Series of Shares" in the Statement of Additional Information.
    

FORWARD CURRENCY EXCHANGE CONTRACTS

   
Some  of the  securities  held  by the  fund  will  be  denominated  in  foreign
currencies. Other securities, such as DRs, may be denominated in U.S. dollars or
the currency of the country where issued (if not U.S. dollars), but have a value
that is dependent upon the performance of a foreign  security,  as valued in the
currency of its home country. As a result, the value of the fund's portfolio may
be affected by changes in the exchange rate between  foreign  currencies and the
U.S.  dollar  as  well as by  changes  in the  market  value  of the  securities
themselves.  The performance of foreign  currencies  relative to the U.S. dollar
may be an important factor in the overall performance of the fund.

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

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

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

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

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

   
If the fund enters into a forward  currency  exchange  contract,  the fund, when
required,  will  instruct  its  custodian  bank  to  segregate  cash  or  liquid
high-grade securities in a separate account in an
    

Prospectus                                   Information Regarding the Fund    7



amount sufficient to cover its obligation under the contract.  Those assets will
be  valued  at  market  daily,  and if the  value of the  segregated  securities
declines,  additional  cash or securities will be added so that the value of the
account is not less than the amount of the fund's commitment. At any given time,
no more than 15% of the fund's assets will be committed to a segregated  account
in connection with portfolio hedging transactions.

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

DERIVATIVE SECURITIES

   
To the extent permitted by its investment objectives and policies,  the fund may
invest in securities that are commonly  referred to as "derivative"  securities.
Generally,  a derivative is a financial  arrangement the value of which is based
on, or "derived" from, a traditional  security,  asset, or market index. Certain
derivative   securities  are  more  accurately  described  as  "index/structured
securities."  Index/structured  securities are derivative securities whose value
or performance is linked to other equity  securities (such as DRs),  currencies,
interest rates, indexes or other financial indicators ("reference indexes"). The
fund may not invest in an  index/structured  security unless the reference index
or the  instrument to which it relates is an eligible  investment  for the fund.
For example,  a security  whose  underlying  value is linked to the price of oil
would not be a permissible investment because the fund may not invest in oil and
gas leases or futures.

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

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

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

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

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

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

No  purchases  will be made of  index/structured  securities  having  "leverage"
characteristics. This means that no investments will be made in securities whose
change in return, interest rate or value at maturity is a multiple of the change
in the reference index.

Because their  performance  is tied to a reference  index,  a fund  investing in
index/structured  securities, in addition to being exposed to the credit risk of
the issuer of the  security,  will also bear the  market  risk of changes in the
reference index.

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

INDIRECT FOREIGN INVESTMENT

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

SOVEREIGN DEBT OBLIGATIONS

The fund may purchase sovereign debt instruments issued or guaranteed by foreign
governments or their agencies. Sovereign debt may be in the form

8    Information Regarding the Fund                 American Century Investments



of conventional  securities or other types of debt  instruments such as loans or
loan participations.

REPURCHASE AGREEMENTS

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

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

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

The fund will limit repurchase agreement transactions to transactions with those
commercial banks and broker-dealers whose creditworthiness has been reviewed and
found  satisfactory  by the fund's manager  pursuant to criteria  adopted by the
fund's Board of Directors.
    

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

WHEN-ISSUED SECURITIES

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

SHORT SALES

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

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

RULE 144A SECURITIES

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

With respect to securities eligible for resale under Rule 144A, the staff of the
Securities and Exchange  Commission has taken the position that the liquidity of
such securities in the portfolio of a fund offering  redeemable  securities is a
question of fact for the Board of Directors to determine,  such determination to
be based upon a consideration of the readily  available  trading markets and the
review of any contractual restrictions.  The staff also acknowledges that, while
the Board retains ultimate responsibility,  it may delegate this function to the
manager. Accordingly, the
    

Prospectus                                   Information Regarding the Fund    9



   
Board has established guidelines and procedures for determining the liquidity of
Rule 144A  securities and has delegated the  day-to-day  function of determining
the  liquidity  of  144A  securities  to the  manager.  The  Board  retains  the
responsibility to monitor the implementation of the guidelines and procedures it
has adopted.

Since the  secondary  market  for such  securities  will be  limited  to certain
qualified  institutional  investors,  their liquidity may be limited accordingly
and the fund may from time to time hold a Rule 144A  security  that is illiquid.
In such an event,  the fund's  manager  will  consider  appropriate  remedies to
minimize  the effect on the fund's  liquidity.  The fund may invest up to 15% of
its assets in illiquid securities  (securities that may not be sold within seven
days at approximately  the price used in determining the net asset value of fund
shares).
    

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 and average
annual total return.
    

Cumulative  total return data is computed by considering all elements of return,
including  reinvestment  of dividends  and capital gains  distributions,  over a
stated  period of time.  Average  annual total return is determined by computing
the annual 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.

   
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 or  Donoghue's  Money Fund  Report) and  publications  that
monitor the performance of mutual funds.  Performance  information may be quoted
numerically or may be represented in a table,  graph or other  illustration.  In
addition,  fund  performance  may be  compared to  well-known  indices of market
performance,  including the S&P 500 Index, the Dow Jones Industrial Average, the
Dow Jones  World  Index and the Morgan  Stanley  Capital  International  Europe,
Australia,  Far East (EAFE) Index.  Fund performance also may be compared to the
rankings prepared by Lipper Analytical Services,  Inc. 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.
    

10   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  International  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 on, and
will  receive the price  determined,  that day as of the close of the  Exchange.
Investment,  redemption and exchange requests received  thereafter are effective
on, and receive the price determined as of the close of the Exchange on the next
day the Exchange is open.
    

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  value of such security on the
exchange where primarily traded. If no sale is reported,  or if local convention
or regulation so provides,  the mean of the latest bid and asked 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.

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

Trading in  securities  on European  and Far Eastern  securities  exchanges  and
over-the-counter markets is normally completed at various times before the close
of  business on each day that the New York Stock  Exchange is open.  If an event
were to occur after the value of a security was  established  but before the net
asset value per share was  determined  that was likely to materially  change the
net asset value,  then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.

   
Trading of these  securities in foreign  markets may not take place on every New
York Stock Exchange business day. In addition, trading may take place in various
foreign  markets on Saturdays or on other days when the New York Stock  Exchange
is not open and on which a fund's net asset value is not calculated.  Therefore,
such calculation does not take place contemporaneously with the determination of
the prices of many of the portfolio securities used in such calcu-
    

Prospectus                           Additional Information You Should Know   11




lation and the value of the fund's  portfolio may be  significantly  affected on
days when shares of the fund may not be purchased or redeemed.

DISTRIBUTIONS

   
In general, distributions from net investment income and net realized securities
gains,  if any,  are  declared  and  paid  once a year,  but the  fund  may make
distributions  on a  more  frequent  basis  to  comply  with  the  distributions
requirements of the Internal Revenue Code, in all events in a manner  consistent
with the provisions of the Investment  Company Act. All  distributions  from the
fund will be reinvested in additional shares.
    

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's 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 fund,  American Century
Investment  Management,  Inc. serves as the investment  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 fund as necessary between team meetings.

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

Henrik Strabo, Vice President and Portfolio Manager,  joined American Century in
1993 as an Investment  Analyst and has been a portfolio manager member of the VP
International  team  since its  inception  in 1994.  Prior to  joining  American
Century, Mr. Strabo was Vice President, International Equity Sales with Barclays
de Zoete Wedd (1991 to 1993) and obtained  international equity sales experience
at Cresvale International from 1990 to 1991.

Mark S.  Kopinski,  Vice  President and  Portfolio  Manager,  rejoined  American
Century in April 1997. From June 1995 to March 1997, Mr. Kopinski served as Vice
President and  Portfolio  Manager for Federated  Investors,  Inc.  Prior to June
1995,  Mr.  Kopinski was a Vice  President  and  Portfolio  Manager for American
Century. He is a member of the team that manages VP International.

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 funds except  brokerage,
taxes,  interest,  fees and  expenses  of the  non-interested  person  directors
(including counsel fees) and extraordinary expenses.

For the services  provided to the fund, the manager is paid a fee of 1.5% 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).

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 pur-
    


12   Additional Information You Should Know         American Century Investments




   
chase 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.

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 recordkeeping and administrative 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  ownership  of a
majority of its common stock.

DISTRIBUTION OF FUND SHARES

The fund's shares are distributed by American  Century  Investment  Services,  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 American  Century Tower,  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 five series of common stock
with a par value of $.01 per share.  Each  series is  commonly  referred to 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   13


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

                            [american century logo]
                                    American
                                  Century(sm)

9703           [recycled logo]
SH-BKT-7777       Recycled
<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION



                            [american century Logo]
                                    American
                                  Century(sm)


   
                                   MAY 1, 1997



                                AMERICAN CENTURY
                                    VARIABLE
                                PORTFOLIOS, INC.



                             VP Capital Appreciation
                                    VP Value
                                   VP Balanced
                                  VP Advantage
                                VP International
    



                                 [front cover]




                       STATEMENT OF ADDITIONAL INFORMATION

   
                                   MAY 1, 1997


                   AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

     This statement is not a prospectus  but should be read in conjunction  with
the current  Prospectus of American  Century Variable  Portfolios,  Inc. and its
five  series of shares,  VP Capital  Appreciation,  VP Value,  VP  Balanced,  VP
Advantage or VP International  as the case may be. Each of such  prospectuses is
dated May 1, 1997. Please retain this document for future  reference.  To obtain
copies of the various American Century Variable  Portfolios  prospectuses,  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


   
     Selection of Investments ................................2
     Additional Investment Restrictions ......................2
     Futures Contracts .......................................4
     An Explanation of Fixed Income Securities Ratings .......5
     Short Sales .............................................7
     Portfolio Turnover ......................................7
     Performance Advertising .................................8
     Officers and Directors ..................................9
     Management ..............................................10
     Custodian ...............................................11
     Independent Auditors ....................................11
     Capital Stock ...........................................11
     Brokerage ...............................................12
     Redemptions in Kind .....................................13
     Holidays ................................................13
     Financial Statements ....................................13
    



Statement of Additional Information                                          1


SELECTION OF INVESTMENTS

   
     Currently,  American  Century  Variable  Portfolios  offers five funds:  VP
Capital Appreciation,  VP Value, VP Balanced, VP Advantage and VP International.
Such funds are sometimes  individually referred to as a "fund," and collectively
as the "funds."

VP CAPITAL APPRECIATION
    

     In achieving their  investment  objectives,  the funds of American  Century
Variable Portfolios must conform to certain fundamental policies that may not be
changed without shareholder approval.

     The following  paragraph is a statement of fundamental  policy with respect
to investment selection:

   
     In general,  within the restrictions outlined in the Prospectus or in other
statements of the corporation's  fundamental  policies, VP Capital Appreciation,
VP Value,  VP  International  and,  with  regard to the equity  portion of their
portfolios,  VP Balanced and VP Advantage,  each has broad power with respect to
investing funds or holding them uninvested.  Investments are varied according to
what is  judged  advantageous  under  changing  economic  conditions.  It is the
management's intention that VP Capital Appreciation,  VP Value, VP International
and the equity portion of VP Balanced and VP Advantage will generally consist of
common stocks.  However, the manager may invest the assets in varying amounts in
other  instruments  and in  senior  securities,  such as bonds,  debentures  and
preferred stocks,  when such a course is deemed appropriate under certain market
and economic  conditions.  Senior securities that, in the opinion of management,
are high-grade issues may also be purchased for defensive purposes.

VP VALUE

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

VP BALANCED

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

VP ADVANTAGE

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

VP INTERNATIONAL

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

ADDITIONAL INVESTMENT RESTRICTIONS

     Additional  fundamental  policies  applicable to American  Century Variable
Portfolios that may be changed only with shareholder approval provide that:
    

(1)  No series of shares  shall  invest  more than 15% of its assets in illiquid
     investments;




2                                                  American Century Investments




(2)  No series of shares  shall  invest in the  securities  of  companies  that,
     including predecessors,  have a record of less than three years' continuous
     operation;

(3)  No series of shares  shall  make loans to other  persons,  but may lend its
     portfolio  securities to unaffiliated  persons.  Such loans must be secured
     continuously by cash collateral  maintained on a current basis in an amount
     at least equal to the market  value of the  securities  loaned;  during the
     existence  of the loan,  the  corporation  must  continue  to  receive  the
     equivalent  of  the  interest  and  dividends  paid  by the  issuer  on the
     securities  loaned and interest on the  investment of the  collateral;  the
     corporation  must have the right to call the loan and obtain the securities
     loaned at any time on five days'  notice,  including  the right to call the
     loan to enable the  corporation  to vote the  securities.  The interest and
     dividends on loaned  securities  of either series may not exceed 10% of the
     annual gross  income of that series  (without  offset for realized  capital
     gains);

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

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

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

(7)  No series of shares shall purchase shares of another  investment company if
     immediately after the purchase (a) the corporation owns more than 3% of the
     total  outstanding  stock  of the  other  investment  company,  or (b)  the
     securities that the corporation owns of the other investment company exceed
     5% of the total assets of the  corporation,  or (c) the securities that the
     corporation owns of all other investment  companies exceed 10% of the value
     of the total assets of the corporation;

(8)  No series of shares shall issue any senior security;

(9)  No series of shares shall underwrite any security;

(10) No series of  shares  shall  purchase  or sell real  estate or real  estate
     mortgage  loans but may invest in  securities  of issuers that deal in real
     estate or real estate mortgage loans;

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

(12) No series of shares  shall  borrow any money with  respect to any series of
     its stock,  except in an amount not in excess of 5% of the total  assets of
     the  series,  and  then  only for  emergency  and  extraordinary  purposes,
     including payment for shares redeemed.

     The Investment  Company Act imposes certain  additional  restrictions  upon
acquisition  by the  corporation  of securities  issued by insurance  companies,
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.

   
     To  comply  with  the  requirements  of  state  securities  administrators,
American Century Variable Portfolios may, from time to time, agree to additional
investment restrictions. These restrictions are not fundamental policies and may
be adopted, revised or withdrawn,
    



Statement of Additional Information                                       3



without  shareholder  approval,  as required or permitted  by the various  state
securities administrators.

   
     The Investment Company Act also provides that the funds may not invest more
than 25% of their  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 funds monitor
industry  concentration  using a more  restrictive  list of industry groups than
that  recommended by the SEC. The funds believe 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 funds to forego
investment  possibilities  which may  otherwise  be  available to them under the
Investment Company Act.

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

FUTURES CONTRACTS

     As described in the Prospectus,  VP Value may enter into futures contracts.
Unlike when a fund  purchases  securities,  no purchase price for the underlying
securities is paid by the fund at the time it purchases a futures contract. When
a futures  contract is entered  into,  both the buyer and seller of the contract
are  required to deposit  with a futures  commission  merchant  ("FCM")  cash or
high-grade  debt securities in an amount equal to a percentage of the contract's
value,  as set by the exchange on which the  contract is traded.  This amount is
known as "initial margin" and is held by the fund's custodian for the benefit of
the FCM in the event of any  default  by the fund in the  payment  of any future
obligations.

     The  value  of the  futures  contract  is  adjusted  daily to  reflect  the
fluctuation of the value of the underlying  securities.  This is a process known
as marking the contract to market. If the value of a party's position  declines,
that party is required to make additional "variation margin" payments to the FCM
to settle the change in value.  The party that has a gain is generally  entitled
to receive all or a portion of this amount.
    

     The fund  maintains from time to time a percentage of its assets in cash or
high-grade  liquid  securities to provide for  redemptions or to hold for future
investment in securities consistent with the fund's investment  objectives.  The
fund may enter into index futures  contracts as an efficient means to expose the
fund's cash position to the domestic  equity market.  The manager  believes that
the purchase of futures  contracts is an efficient means to effectively be fully
invested in equity securities.

     The fund intends to comply with  guidelines  of  eligibility  for exclusion
from the  definition  of the  term  "commodity  pool  operator"  adopted  by the
Commodity  Futures  Trading   Commission   ("CFTC")  and  the  National  Futures
Association,  which  regulate  trading  in the  futures  markets.  To do so, the
aggregate  initial margin required to establish such positions may not exceed 5%
of the fair market  value of the fund's net assets,  after  taking into  account
unrealized profits and unrealized losses on any contracts it has entered into.

     The principal risks generally associated with the use of futures include:

o    the  possible  absence  of a liquid  secondary  market  for any  particular
     instrument may make it difficult or impossible to close out a position when
     desired (liquidity risk);

o    the risk that the  counter  party to the  contract  may fail to perform its
     obligations  or the risk of bankruptcy of the FCM holding  margin  deposits
     (counter-party risk);

o    the risk that the securities to which the futures  contract  relates may go
     down in value (market risk); and

   
o    adverse price  movements in the underlying  securities can result in losses
     substantially  greater  than the  value of the  fund's  investment  in that
     instrument  because only a fraction of a contract's value is required to be
     deposited as initial margin (leverage risk);  provided,  however,  that the
     fund may not  purchase  leveraged  futures,  so there is no  leverage  risk
     involved in the fund's use of futures.

     A liquid  secondary  market is necessary to close out a contract.  The fund
may seek to manage liquidity
    





4                                                  American Century Investments





   
risk by investing only in exchange-traded futures.  Exchange-traded futures pose
less  risk that  there  will not be a liquid  secondary  market  than  privately
negotiated  instruments.   Through  their  clearing  corporations,  the  futures
exchanges guarantee the performance of the contracts.
    

     Futures contracts are generally settled within a day from the date they are
closed out, as compared to three days for most types of equity securities.  As a
result,  futures  contracts can provide more liquidity than an investment in the
actual underlying securities.  Nevertheless, there is no assurance that a liquid
secondary  market  will  exist  for  any  particular  futures  contract  at  any
particular time.  Liquidity may also be influenced by an exchange-imposed  daily
price fluctuation  limit,  which halts trading if a contract's price moves up or
down more than the established  limit on any given day. On volatile trading days
when the price fluctuation limit is reached,  it may be impossible for a fund to
enter into new  positions  or close out  existing  positions.  If the  secondary
market for a futures contract is not liquid because of price fluctuation  limits
or otherwise, the fund may not be able to promptly liquidate unfavorable futures
positions  and  potentially  could be  required  to  continue  to hold a futures
position  until  liquidity  in the market is  re-established.  As a result,  the
fund's access to other assets held to cover its futures  positions also could be
impaired until liquidity in the market is re-established.

   
     The fund manages  counter-party risk by investing in exchange-traded  index
futures.  In the event of the  bankruptcy of the FCM that holds margin on behalf
of the fund,  the fund may be  entitled to the return of margin owed to the fund
only in  proportion  to the amount  received by the FCM's other  customers.  The
manager will attempt to minimize the risk by monitoring the  creditworthiness of
the FCMs with which the fund does business.

     The  prices of futures  contracts  depend  primarily  on the value of their
underlying  instruments.  As a result,  the  movement  in market  price of index
futures contracts will reflect the movement in the aggregate market price of the
entire  portfolio of securities  comprising the index.  Since VP Value is not an
index fund,  its investment in futures  contracts  will not correlate  precisely
with the  performance  of the fund's  other  equity  investments.  However,  the
manager  believes that an investment in index futures will more closely  reflect
the investment  performance of the fund than an investment in U.S. government or
other  highly  liquid,  short-term  debt  securities,  which is  where  the cash
position of the fund would otherwise be invested.

     The policy of the manager is to remain fully invested in equity securities.
There may be times when the  manager  deems it  advantageous  to the fund not to
invest excess cash in index futures, but such decision will generally not be the
result of an active effort to use futures to time or anticipate market movements
in general.
    

AN EXPLANATION OF FIXED INCOME SECURITIES RATINGS

   
     As  described  in the  Prospectus,  the  funds may  invest in fixed  income
securities.  Fixed income  securities  ratings  provide the manager with current
assessment  of the credit  rating of an issuer with respect to a specific  fixed
income  security.  The  following  is a  description  of the  rating  categories
utilized by the rating services referenced in the Prospectus disclosure:
    

     The following  summarizes the ratings used by Standard & Poor's Corporation
for bonds:

     AAA--This is the highest  rating  assigned by S&P to a debt  obligation and
indicates an extremely strong capacity to pay interest and repay principal.

     AA--Debt  rated AA is  considered  to have a very  strong  capacity  to pay
interest and repay principal and differs from AAA issues only to a small degree.

     A--Debt rated A has a strong capacity to pay interest and repay  principal,
although it is somewhat more  susceptible  to the adverse  effects of changes in
circumstances and economic conditions than debt in higher-rated categories.

   
     BBB--Debt  rated BBB is  regarded  as having an  adequate  capacity  to pay
interest and repay principal.  Whereas it normally exhibits adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to pay interest and repay  principal  for
debt in this category than in higher-rated categories.
    

     BB--Debt  rated BB has less near-term  vulnerability  to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial or economic



Statement of Additional Information                                        5




conditions,  which could lead to inadequate capacity to meet timely interest and
principal payments. The BB rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied BBB- rating.

     B--Debt  rated B has a greater  vulnerability  to default but currently has
the  capacity  to meet  interest  payments  and  principal  repayments.  Adverse
business,  financial  or  economic  conditions  will likely  impair  capacity or
willingness to pay interest and repay  principal.  The B rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
BB or BB- rating.

     CCC--Debt rated CCC has a currently  identifiable  vulnerability to default
and is dependent upon favorable  business,  financial and economic conditions to
meet timely  payment of interest  and  repayment of  principal.  In the event of
adverse business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay  principal.  The CCC rating  category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
B or B- rating.

     CC--The rating CC typically is applied to debt  subordinated to senior debt
that is assigned an actual or implied CCC rating.

     C--The  rating C typically is applied to debt  subordinated  to senior debt
that is assigned an actual or implied CCC- debt rating. The C rating may be used
to cover a  situation  where a  bankruptcy  petition  has been  filed,  but debt
service payments are continued.

     CI--The  rating CI is  reserved  for income  bonds on which no  interest is
being paid.

     D--Debt rated D is in payment  default.  The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired,  unless S&P believes that such payments
will be made during such grace  period.  The D rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.

     To provide more detailed indications of credit quality, the ratings from AA
to CCC may be modified by the addition of a plus or minus sign to show  relative
standing within these major rating categories.

     The following  summarizes  the ratings used by Moody's  Investors  Service,
Inc. ("Moody's") for bonds:

     Aaa--Bonds  that are rated Aaa are judged to be of the best  quality.  They
carry the smallest  degree of investment  risk and are generally  referred to as
"gilt edge." Interest payments are protected by a large or exceptionally  stable
margin and principal is secure. While the various protective elements are likely
to change,  such changes as can be  visualized  are most  unlikely to impair the
fundamentally strong position of such issues.

     Aa--Bonds  that  are  rated  Aa are  judged  to be of high  quality  by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade  bonds.  They are rated lower than the best bonds because  margins of
protection  may  not  be as  large  as in  Aaa  securities,  or  fluctuation  of
protective elements may be of greater amplitude,  or there may be other elements
present  that  make the  long-term  risk  appear  somewhat  larger  than the Aaa
securities.

     A--Bonds that are rated A possess many favorable investment  attributes and
are to be considered as upper-medium-grade obligations.  Factors giving security
to principal and interest are considered  adequate,  but elements may be present
that suggest a susceptibility to impairment some time in the future.

     Baa--Bonds  that are rated Baa are considered as  medium-grade  obligations
(i.e., they are neither highly protected nor poorly secured).  Interest payments
and principal  security appear  adequate for the present but certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics and, in
fact, have speculative characteristics as well.

     Ba--Bonds that are rated Ba are judged to have speculative elements;  their
future cannot be considered as  well-assured.  Often the  protection of interest
and  principal  payments may be very  moderate and thereby not well  safeguarded
during  both  good  and  bad  times  in  the  future.  Uncertainty  of  position
characterizes bonds in this class.

     B--Bonds that are rated B generally lack  characteristics  of the desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.




6                                                  American Century Investments



     Caa--Bonds  that are rated Caa are of poor standing.  Such issues may be in
default or there may be present  elements of danger with respect to principal or
interest.

     Ca--Bonds that are rated Ca represent obligations that are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

     C--Bonds that are rated C are the  lowest-rated  class of bonds, and issues
so rated can be regarded as having  extremely  poor  prospects of ever attaining
any real investment standing.

     Moody's  applies  numerical  modifiers  1, 2 and 3 in each  generic  rating
category  from Aa through B. The modifier 1 indicates  that the bond being rated
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking;  and the modifier 3 indicates a ranking in the lower end of
that generic rating category.

SHORT SALES

   
     A fund may  engage in short  sales if, at the time of the short  sale,  the
fund owns or has the right to acquire an equal amount of the security being sold
short at no additional cost.

     In a short sale,  the seller does not  immediately  deliver the  securities
sold and is said to have a short  position in those  securities  until  delivery
occurs.  To make delivery to the  purchaser,  the executing  broker  borrows the
securities being sold short on behalf of the seller. While the short position is
maintained,  the seller  collateralizes its obligation to deliver the securities
sold  short in an  amount  equal  to the  proceeds  of the  short  sale  plus an
additional  margin amount  established  by the Board of Governors of the Federal
Reserve.  If a fund  engages in a short sale,  the  collateral  account  will be
maintained by the fund's custodian. There will be certain additional transaction
costs  associated  with short sales,  but the fund will endeavor to offset these
costs with income from the investment of the cash proceeds of short sales.

     A fund may make a short sale, as described above, when it wants to sell the
security  it owns at a  current  attractive  price,  but  also  wishes  to defer
recognition  of gain or loss for federal income tax purposes and for purposes of
satisfying certain tests applicable to regulated  investment companies under the
Internal  Revenue  Code.  In such a case,  any future  losses in the fund's long
position in substantially identical securities may not become deductible for tax
purposes until all or some part of the short position has been closed.
    

PORTFOLIO TURNOVER

FUNDS INVESTING IN EQUITY SECURITIES

   
     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 funds intend 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,  a 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,  a 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 funda-
    



Statement of Additional Information                                            7





mental policy and may be changed only by a vote of the shareholders.

     High portfolio turnover involves correspondingly greater transaction costs,
which each fund must pay.

FUNDS INVESTING IN FIXED INCOME SECURITIES

   
     The decision to purchase or sell a security is based on the contribution of
the security to the  objective  of the fund and upon income tax  considerations.
The portfolio turnover rate is irrelevant to that decision. The annual portfolio
turnover  rate  cannot  be  anticipated  and  may  be  comparatively  high.  The
management has no intention of  accomplishing  any particular  rate of portfolio
turnover,  whether high or low,  and the  portfolio  turnover  rates in the past
should not be considered a representation  of the rates that will be attained in
the future.
    

     High portfolio turnover involves correspondingly greater transaction costs,
which each fund must pay.

PERFORMANCE ADVERTISING

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


   
                                                              From
                                                            Inception
               Year ended     Five years ended               through
Fund          Dec. 31, 1996     Dec. 31, 1996             Dec. 31, 1996
- -----------------------------------------------------------------------
VP
Capital
Appreciation      (4.32)%           6.17%                     10.81%
                                                           (11/20/87)(1)
VP
Balanced          12.21%            6.71%                     10.23%
    

                                                           (5/1/91)(1)
- -----------------------------------------------------------------------



   
                                                              From
                                                            Inception
                Year ended     Five years ended              through
Fund           Dec. 31, 1996     Dec. 31, 1996            Dec. 31, 1996
- -----------------------------------------------------------------------
VP
Advantage         9.25%             5.79                      7.88%

                                                           (8/1/91)(1)
VP
International     14.41%             --                       7.73%

                                                           (5/1/94)(1)
- ----------------------------------------------------------------------
(1) Date of inception of Fund.




                                   From May 1, 1996 (inception)
Fund                                through December 31, 1996
- ----------------------------------------------------------------------
VP Value                                     12.28%
- ----------------------------------------------------------------------
    



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

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



   
                                                     Average Annual
                         Cumulative                     Compound
                        Total Return                 Rate of Return
                       from inception                from inception
Fund               through Dec. 31, 1996          through Dec. 31, 1996
- ----------------------------------------------------------------------
VP Capital
   Appreciation           154.91%                             10.81%
VP Balanced                73.69%                             10.23%
VP Advantage               50.80%                              7.88%
VP International           21.96%                              7.73%
VP Value                   12.28%                             18.92%
- ----------------------------------------------------------------------

     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.
    




8                                                 American Century Investments



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;
President,  Chief Executive  Officer and Director,  American Century  Companies,
Inc., 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; general surgeon.

   
     D. D.  (Del)  Hock,  Director;  Chairman,  President  and  Chief  Executive
Officer, Public Service Company of Colorado.
    

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

     Donald H. Pratt, Director; President, 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.

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

   
     Robert J. Leach, Controller; formerly accountant, Ernst & Young LLP, Kansas
City, Missouri.

     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.
    




Statement of Additional Information                                         9




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

     The Nominating  Committee has as its principal role, the  consideration and
recommendation  of  individuals  for  nomination  as  directors.  The  names  of
potential  director  candidates  are drawn from a number of  sources,  including
recommendations  from members of the Board,  management and  shareholders.  This
committee  also reviews and makes  recommendations  to the Board with respect to
the composition of Board committees and other Board-related  matters,  including
its   organization,   size,   composition,   responsibilities,   functions   and
compensation.  The  members  of  the  nominating  committee  are  Messrs.  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.


                                    Aggregate      Total Compensation from
                                  Compensation       the American Century
Director                     from the corporation1     Family of Funds2
- -----------------------------------------------------------------------
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. Urie3                       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.
    


MANAGEMENT

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

     During the past three fiscal years, the management fees were as follows:


                             Year Ended December 31,
Fund                1996              1995             1994
- --------------------------------------------------------------
VP Capital
Appreciation
Management
Fees              $14,401,981       $12,365,098     $8,825,656
Average
Net Assets     $1,444,414,188    $1,245,866,500   $882,565,600
VP Balanced
Management
Fees               $1,832,133        $1,222,757       $910,453
Average
Net Assets       $185,726,034      $126,219,800    $91,045,300
VP Advantage
Management
Fees                 $238,392          $218,240       $224,257
Average
Net Assets        $24,477,270        $38,676,300   $22,425,700
- --------------------------------------------------------------
    




10                                                 American Century Investments



   
                             Year Ended December 31,
Fund                  1996            1995             1994
- -----------------------------------------------------------
VP International
Management
Fees              $1,170,843       $596,598        $101,344
Average
Net Assets       $78,092,615    $39,770,213     $10,065,459
VP Value
Fees                 $62,187              -               -
Average
Net Assets        $9,241,069              -               -
- -----------------------------------------------------------


     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 funds'
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 funds 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 funds' Board of Directors, or by a vote of
a  majority  of the  funds'  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 funds or their 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 UMB
Bank,  N.A.,  10th and  Grand,  Kansas  City,  Missouri  64105,  each  serves as
custodian of the assets of the funds. The custodians take no part in determining
the  investment  policies  of the  funds or in  deciding  which  securities  are
purchased  or sold by the  funds.  The  funds,  however,  may  invest in certain
obligations of the custodians and may purchase or sell certain  securities  from
or to the custodians.

   
INDEPENDENT AUDITORS

     At a meeting  held on December  12,  1996,  the Board of  Directors  of the
corporation  appointed  Deloitte & Touche LLP, 1010 Grand  Avenue,  Kansas City,
Missouri  64106,  as the  independent  auditors  of the  funds  to  examine  the
financial  statements of the funds for the fiscal year ending December 31, 1997.
The  appointment of Deloitte & Touche was  recommended by the Audit Committee of
the Board of Directors.  As the  independent  auditors of the funds,  Deloitte &
Touche  will  provide  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 each fund by
American Century.

     Baird, Kurtz & Dobson, City Center Square,  1100 Main Street,  Kansas City,
Missouri  64105,  served as  independent  auditors  for the funds for the period
ended December 31, 1996.
    

CAPITAL STOCK

   
     The funds' capital stock is described in the  Prospectus  under the heading
"Further Information About Variable Portfolios, Inc."

     The corporation currently has five series of shares outstanding.  The funds
may in the future  issue one or more  additional  series of  shares.  The assets
belonging to each series of shares are held  separately by the custodian and the
shares of each series represent a beneficial interest in the principal, earnings
and 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
    



Statement of Additional Information                                         11




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.
    

     As of April 7,  1997,  in  excess  of 5% of the  outstanding  shares  of VP
Capital  Appreciation were owned of record as follows:  Aetna Life Insurance and
Annuity Company, Hartford,  Connecticut,  owned 38.0%; Nationwide Life Insurance
Company,  Columbus,  Ohio, owned 40.4%;  Mutual of America,  New York, New York,
owned 6.7%; and Great-West Life and Annuity Company, Englewood,  Colorado, owned
5.2%.

     As of April 7, 1997,  98.2% of the outstanding  shares of VP Advantage were
owned of record by Nationwide Life Insurance Company, Columbus, Ohio.

   
     As of April 7,  1997,  in  excess  of 5% of the  outstanding  shares  of VP
Balanced were owned of record as follows:  Nationwide  Life  Insurance  Company,
Columbus,  Ohio,  owned 63.8%;  Great-West Life and Annuity  Insurance  Company,
Englewood,  Colorado,  owned 22.0%; and Lincoln National Life Insurance Company,
Ft. Wayne, Indiana, owned 9.1%.
    

     As of April 7, 1997,  92.2% of the outstanding  shares of VP  International
were owned of record by Nationwide Life Insurance Company, Columbus, Ohio.

     As of April 7, 1997, in excess of 5% of the outstanding  shares of VP Value
were  owned of record  as  follows:  IDS Life  Insurance  Company,  Minneapolis,
Minnesota, owned 64.2%; Nationwide Life Insurance Company, Columbus, Ohio, owned
35.7%.

     All of such  shares of the funds are held for the benefit of the holders of
variable life and variable annuity policies issued by such insurance  companies.
Such  shares are held in one or more  accounts by  entities  controlled  by such
insurance companies.

BROKERAGE

   
     Under  the  terms of the  management  agreement  between  the funds and the
manager,  the manager has the  responsibility  of  selecting  brokers to execute
portfolio transactions. The funds' 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) 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
funds.  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 one or more of the funds  and/or 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 funds.  Such  information
and services  are in addition to and not in lieu of the services  required to be
performed  for the funds 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 funds.
    




12                                                 American Century Investments



   
     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.  In the years ended December 31, 1996,  1995 and 1994, the
funds paid  brokerage  commissions of  $4,790,483,  $4,525,472  and  $2,875,685,
respectively.

     The brokerage  commissions paid by the funds 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 funds 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 funds.

     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 funds and the manager believe that the facilities,  expert  personnel and
technological systems of a broker enable the funds 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  funds   normally   place  their
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 funds are  obligated  to
redeem shares solely in cash up to the lesser of $250,000 or 1% of the net asset
value  of a fund  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 funds do not determine the net asset value of their 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, President's Day,
Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,  Thanksgiving  and
Christmas.
    

FINANCIAL STATEMENTS

   
     The financial  statements  of the funds for the fiscal year ended  December
31, 1996 are included in the annual report to shareholders for that period which
is incorporated herein by reference. You may receive copies of the annual report
without  charge upon  request to the funds at the address and  telephone  number
shown on page 1 of this Statement of Additional Information.
    



Statement of Additional Information                                         13



     P.O. Box 419385
     Kansas City, Missouri
     64141-6385

     Person-to-person assistance:
     1-800-345-3533 or 816-531-5575

     Telecommunications Device for the Deaf:
     1-800-345-1833 or 816-444-3485

     Fax: 816-340-4360
     Internet: www.americancentury.com



                            [american century logo]
                                    American
                                  Century(sm)


     9704           [recycled logo]
     SH-BKT-8261       Recycled
<PAGE>
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

PART C.          OTHER INFORMATION.

ITEM 24. Financial Statements and Exhibits.

        (a)     Financial Statements

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

                1.  Financial   Highlights   respecting  shares  of  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 herewith as EX-99.B1.7).

                1.8     Form  of  Articles  Supplementary  of  American  Century
                        Variable  Portfolios,  Inc.,  dated May 1,  1997  (filed
                        herewith as EX-99.B1.8).

                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.      Distribution  Agreement  between TCI  Portfolios,  Inc.,
                        Twentieth Century Capital  Portfolios,  Inc.,  Twentieth
                        Century  Investors,   Inc.,  Twentieth  Century  Premium
                        Reserves,   Inc.,   Twentieth  Century  Strategic  Asset
                        Allocations,  Inc.,  Twentieth  Century World Investors,
                        Inc.  and  Twentieth  Century  Securities,   Inc.  dated
                        September 3, 1996. (filed electronically as Exhibit 6 to
                        Post-Effective   Amendment   No.  75  on  Form  N-1A  of
                        Twentieth Century Investors, Inc., File No. 2-14213, and
                        incorporated herein by reference).
                     
                7.      Bonus and Profit Sharing Plan, Etc. - None.

                8.1     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  herewith  as
                        EX-99.B11).

                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 herewith as EX-99.B16).

                17.     Power of Attorney (filed herewith as EX-99.B17).

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)           29
VP Balanced (formerly known as TCI Balanced)                     15
VP Advantage (formerly known as TCI Advantage)                    3
VP International (formerly known as TCI International)            9
VP Value (formerly known as TCI Value)                            6

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. 20 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.  20 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 28th day
of April, 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. 20 has been signed below by the following  persons
in the capacities and on the dates indicated.

   Signature                      Title                           Date

*James E. Stowers, Jr.      Chairman, Director and           April 28, 1997
James E. Stowers, Jr.       Principal Executive Officer

/s/ James E. Stowers III    President and Director           April 28, 1997
James E. Stowers III

*Robert T. Jackson          Executive Vice President         April 28, 1997
Robert T. Jackson           and Principal Financial Officer

*Maryanne Roepke            Vice President, Treasurer and    April 28, 1997
Maryanne Roepke             Principal Accounting Officer

*Thomas A. Brown            Director                         April 28, 1997
Thomas A. Brown

*Robert W. Doering, M.D.    Director                         April 28, 1997
Robert W. Doering, M.D.

*Linsley L. Lundgaard       Director                         April 28, 1997
Linsley L. Lundgaard

*Donald H. Pratt            Director                         April 28, 1997
Donald H. Pratt

*Lloyd T. Silver, Jr.       Director                         April 28, 1997
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord     Director                         April 28, 1997
M. Jeannine Strandjord

*D. D. ("Del") Hock         Director                         April 28, 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 (files as Exhibit 1.5 to Post-Effective Amendment No. 18 to
                the Registration Statement on Form N-1A of the Registrant,  File
                No.  33-14467,  accession  #814680-96-000007,  and  incorporated
                herein by reference).

EX-99.B1.6      Articles Supplementary of TCI Portfolios,  Inc., dated March 11,
                1996 (filed as Exhibit 1.6 to Post-Effective Amendment No. 17 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 is included herein.

EX-99.B1.8      Form of  Articles  Supplementary  of American  Century  Variable
                Portfolios, Inc. dated May 1, 1997 is included herein.

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

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

EX-99.B5.2      Addendum to Investment Management Agreement dated April 1, 1996,
                between TCI Portfolios,  Inc. and Investors Research Corporation
                (filed as Exhibit 5.2 to Post-Effective  Amendment No. 18 to the
                Registration Statement on Form N-1A of the Registrant,  File No.
                33-14567, accession  #814680-96-000007,  and incorporated herein
                by reference).

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

EX-99.B8.1      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.

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.

EX-99.B17       Power of Attorney dated February 15, 1997 is included herein.

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.


                              ARTICLES OF AMENDMENT

                                       OF

                              TCI PORTFOLIOS, INC.


         The  undersigned,  Patrick A. Looby,  in  accordance  with the Maryland
General Corporation Law, does hereby certify that:

         1.       He is the duly elected Vice President of TCI Portfolios, Inc.,
                  a Maryland corporation (the "Corporation").

         2.       The  amendment  to  the  Articles  of   Incorporation  of  the
                  Corporation, which was approved as of November 23, 1996 by the
                  Board of Directors of the Corporation at a meeting pursuant to
                  Section  2-605(a)(4) of the Maryland General  Corporation Law,
                  is as follows:

         The Articles of  Incorporation of the Corporation are hereby amended by
deleting all of the present  Article  SECOND and  inserting in lieu therefor the
following Article SECOND:

                  "SECOND:  The name of the Corporation is

                           American Century Variable Portfolios, Inc."

         3.       The amendment shall be effective May 1, 1997.

         IN WITNESS  WHEREOF,  the undersigned  hereby  acknowledges  that these
Articles of Amendment  are the act of the  Corporation  and states,  that to the
best of his  knowledge,  information  and belief,  the matters and facts  stated
herein are true in all material respects,  and that this statement is made under
penalties of perjury.

         Dated this 1st day of April, 1997.


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

/s/ Charles A. Etherington
Charles A. Etherington
Assistant Secretary


                   AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.


                             ARTICLES SUPPLEMENTARY

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

         FIRST:  The Corporation is registered as an open-end  company under the
Investment Company Act of 1940.

         SECOND:  Pursuant  to  authority  expressly  vested  in  the  Board  of
Directors of the  Corporation  by Section  2-605(a)(4)  of the Maryland  General
Corporation  Law, the Board of Directors of the Corporation has renamed the duly
established and allocated series of the Corporation's stock as follows:

         New Series Name                                      Prior Series Name
         ---------------                                      -----------------
American Century VP Value                                     TCI Value
American Century VP International                             TCI International
American Century VP Capital Appreciation                      TCI Growth
American Century VP Balanced                                  TCI Balanced
American Century VP Advantage                                 TCI Advantage

The name changes shall be effective on May 1, 1997.

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

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

         FIFTH:   The  Board  of  Directors  of  the  Corporation  duly  adopted
resolutions renaming the Series, as set forth in Article SECOND.

         IN WITNESS  WHEREOF,  AMERICAN CENTURY  VARIABLE  PORTFOLIOS,  INC. has
caused these Articles  Supplementary  to be signed and  acknowledged in its name
and on its behalf by its Vice  President and its  corporate  seal to be hereunto
affixed and attested to by its Secretary on this 1st day of May, 1997.

                                                      AMERICAN CENTURY VARIABLE
ATTEST:                                               PORTFOLIOS, INC.


/s/ Charles A. Etherington                            /s/ Patrick A. Looby
Name:    Charles A. Etherington                       Name:    Patrick A. Looby
Title:   Assistant Secretary                          Title:   Vice President
<PAGE>
         THE UNDERSIGNED Vice President of AMERICAN CENTURY VARIABLE PORTFOLIOS,
INC.,  who  executed  on  behalf  of said  Corporation  the  foregoing  Articles
Supplementary to the Charter,  of which this certificate is made a part,  hereby
acknowledges,  in the name of and on behalf of said  Corporation,  the foregoing
Articles  Supplementary  to  the  Charter  to  be  the  corporate  act  of  said
Corporation,  and  further  certifies  that,  to  the  best  of  his  knowledge,
information and belief,  the matters and facts set forth therein with respect to
the approval  thereof are true in all material  respects  under the penalties of
perjury.



Dated:  May 1, 1997                             /s/ Patrick A. Looby
                                                Patrick A. Looby, Vice President

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

                                                                  April 28, 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. 20 to its  Registration  Statement on Form N-1A, to be filed with
the Securities and Exchange  Commission on April 28, 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. 20.

                                Very truly yours,



                               /s/Janet A. Nash
                               Janet A. Nash

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


                                   CONSENT OF
                     INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT



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



     We hereby consent to the use in this Post-Effective Amendment No. 20 to the
Registration  Statement  under the Securities Act of 1933 and this Amendment No.
20 to the Registration  Statement under the Investment Company Act of 1940, both
on Form N-1A, of our report dated January 21, 1997,  accompanying and pertaining
to the  financial  statements  of VP  Capital  Appreciation  , VP  Balanced , VP
Advantage,  VP Value , and VP  International , each a series of American Century
Variable Portfolios,  Inc. , as of December 31, 1996, which are included in such
Post-Effective Amendments.


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


Kansas City, Missouri
April 28, 1997




         SCHEDULE OF COMPUTATION OF PERFORMANCE ADVERTISING QUOTATIONS

         Set forth below are  representative  calculations of each type of total
return performance quotation included in the Statement of Additional Information
of American Century Variable Portfolios, Inc.

         1.  Average  annual total  return.  The average  one-year  annual total
         return of VP Advantage  (formerly  known as TCI Advantage) as quoted in
         the Statement of Additional Information, was 9.25%.

         This return was calculated as follows:

                  P(1+T)n = ERV
                  where,

         P = a hypothetical initial payment of $1,000 
         T = average annual total return 
         n = number of years 
         ERV = ending redeemable value of the hypothetical $1,000 payment at the
               end of the period.

         Applying the actual return  figures of the fund for the one year period
ended December 31, 1996.

         1,000 (1+T)1 = $1,092.50

                       1
             (1,092.50) 
         T = -----------  - 1
             (1,000)

         T = 9.25%

         2. Cumulative total return. The cumulative total return of VP Advantage
         (formerly  known as TCI Advantage)  from August 1, 1991  (inception) to
         December 31, 1996 as quoted in the Statement of Additional Information,
         was 50.80%

         This return was calculated as follows:

                               P
                  C = (ERV - P)
                  where,

         C = cumulative total return 
         P = a hypothetical initial payment of $1,000 
         ERV = ending redeemable value of the hypothetical $1,000 payment at the
               end of the period.

         Applying the actual return figures of the fund for the period August 1,
1991 through December 31, 1996.

             (1,508.00 - 1,000)
         C = ------------------ 
                  1,000

         C = 50.80%

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that the undersigned,  TCI Portfolios,
Inc.,  hereinafter called the "Corporation",  and certain directors and officers
of the  Corporation,  do hereby  constitute  and appoint James E. Stowers,  Jr.,
James E. Stowers III,  William M. Lyons,  and Patrick A. Looby, and each of them
individually,  their  true and lawful  attorneys  and agents to take any and all
action and execute any and all  instruments  which said attorneys and agents may
deem  necessary  or  advisable  to enable  the  Corporation  to comply  with the
Securities  Act of 1933 and/or the  Investment  Company Act of 1940, as amended,
and any rules,  regulations,  orders, or other requirements of the United States
Securities  and  Exchange   Commission   thereunder,   in  connection  with  the
registration  under the Securities Act of 1933 and/or the Investment Company Act
of 1940,  as amended,  including  specifically,  but without  limitation  of the
foregoing, power and authority to sign the name of the Corporation in its behalf
and to affix its corporate seal, and to sign the names of each of such directors
and officers in their capacities as indicated, to any amendment or supplement to
the  Registration  Statement  filed with the Securities and Exchange  Commission
under the Securities  Act of 1933 and/or the Investment  Company Act of 1940, as
amended,  and to any  instruments or documents filed or to be filed as a part of
or in connection with such Registration  Statement;  and each of the undersigned
hereby  ratifies  and confirms  all that said  attorneys  and agents shall do or
cause to be done by virtue hereof.

         IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Power to be
executed by its duly authorized officers on this the 15th day of February, 1997.

                                                 TCI PORTFOLIOS, INC.

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


                               SIGNATURE AND TITLE

/s/ James E. Stowers, Jr.                           /s/ Robert W. Doering
James E. Stowers, Jr.                               Robert W. Doering, M.D.
Chairman and Director                               Director


/s/ James E. Stowers III                            /s/ Linsley L. Lundgaard
James E. Stowers III                                Linsley L. Lundgaard
President, Director and                             Director
Principal Executive Officer


/s/ Robert T. Jackson                               /s/ Donald H. Pratt
Robert T. Jackson                                   Donald H. Pratt
Executive Vice President,                           Director
Principal Financial Officer


/s/ Maryanne Roepke                                 /s/ Lloyd T. Silver
Maryanne Roepke                                     Lloyd T. Silver
Vice President and Treasurer,                       Director
Principal Accounting Officer


/s/ Thomas A. Brown                                 /s/ M. Jeannine Strandjord
Thomas A. Brown                                     M. Jeannine Strandjord
Director                                            Director


Attest:                                             /s/ D.D. ("Del") Hock
                                                    D.D. ("Del") Hock
By: /s/ Patrick A. Looby                            Director
Patrick A. Looby, Secretary

<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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