AMERICAN CENTURY VARIABLE PORTFOLIOS INC
497, 1998-11-17
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                   AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

                              PROSPECTUS SUPPLEMENT
               VPAdvantage * VP Balanced * VP Capital Appreciation
                VP Income & Growth * VP International * VP Value

                       SUPPLEMENT DATED NOVEMBER 17, 1998
                          Prospectus dated May 1, 1998

The  second  sentence  of the  third  paragraph  on  page  5 of  the VP  Capital
Appreciation  Prospectus and the second sentence of the fourth full paragraph on
page 6 of the VP Advantage prospectus are deleted.

The second sentence of the Investment  Objective of VP Balanced on page 2 of the
Prospectus is deleted and replaced with the following language.

The  fund  will  seek  to  achieve  its  investment   objective  by  maintaining
approximately  60% of the  assets  of VP  Balanced  in  common  stocks  and  the
remaining assets in bonds and other fixed income securities.

The disclosure set forth below  replaces the second and third  paragraphs  under
the  heading  "Investment  Policies  of the  Fund" on page 5 of the VP  Balanced
Prospectus.

    With the  equity  portion of the VP  Balanced  portfolio,  which  management
intends to be  approximately  60% of the fund's  assets,  the  manager  utilizes
quantitative  management  techniques in a two-step process that draws heavily on
computer technology.  In the first step, the manager ranks stocks, primarily the
1,500 largest  publicly traded  companies in the United States  (measured by the
value of their stock).  These  rankings are determined by using a computer model
that  combines  measures of a stock's  value,  as well as measures of its growth
potential.  To measure  value,  the  manager  uses ratios of stock price to book
value and stock price to cash flow, among others. To measure growth, the manager
uses,  among others,  the rate of growth of a company's  earnings and changes in
the earnings estimates for a company.

    In  the  second  step,  the  manager  uses  a  technique   called  portfolio
optimization. In portfolio optimization,  the manager uses a computer to build a
portfolio  of stocks  from the  ranking  described  earlier  that it thinks will
provide the optimal  balance  between risk and expected  return.  The goal is to
create an equity portfolio that provides better returns than the S&P 500 without
taking on significant additional risk.

The  following  disclosure  replaces  paragraphs  4, 7 and 8 under  the  heading
"Investment Manager" on page 13 of the VP Balanced Prospectus.

    JOHN  SCHNIEDWIND,  Senior Vice  President  and Group Leader -  Quantitative
Equity, joined American Century in 1982. He is a member of the team that manages
the equity portion of VP Balanced.

    JEFFREY R. TYLER,  Senior  Vice  President  and  Portfolio  Manager,  joined
American  Century in January  1988.  He is a member of the team that manages the
equity portion of VP Balanced.

The   following   new  section  is  added  after  the  section   "Transfer   and
Administrative  Services"  on page 14 of the VP  Advantage,  VP Balanced  and VP
International Prospectuses; page 12 of the VP Capital Appreciation and VP Income
& Growth Prospectuses; and page 13 of the VP Value Prospectus.

YEAR 2000 ISSUES

    Many of the world's computer systems currently cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the fund,  American Century formally  initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems and test those systems. In addition,  the team has been working
to gather  information  about the Year 2000  efforts of the fund's  other  major
service providers.  Although American Century believes its critical systems will
function  properly in the Year 2000, this is not  guaranteed.  If the efforts of
American  Century or its external  service  providers  are not  successful,  the
fund's business,  particularly its ability to provide shareholder services,  may
be hampered.

    In addition,  the issuers of  securities  the fund owns could have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the fund's performance. The manager has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the manager may consider when making investment decisions, and other factors may
receive greater weight.

The  following  disclosure  replaces  the  fourth  paragraph  under the  heading
"Investment Management" on page 12 of the VP Value Prospectus.

    R. TODD VINGERS,  Portfolio Manager,  joined American Century in August 1994
as an Investment  Analyst,  a position he held until February 1998. At that time
he was promoted to Portfolio  Manager.  Prior to joining American  Century,  Mr.
Vingers  attended the  University  of Chicago  Graduate  School of Business from
October 1991 to June 1994, where he obtained his MBA.

The following new section is added after the section "Investment  Management" on
page 14 of the VP Balanced and VP International  Prospectuses and page 12 of the
VP Value Prospectus.

SIMILARITY TO RETAIL FUND

The fund is similar to another fund in the American  Century family of funds. It
has the same management team and investment  policies.  The fees and expenses of
the  funds  are  expected  to  be  similar,   and  they  will  be  managed  with
substantially the same investment objective and strategies.  Notwithstanding the
similarities,  this fund and the retail fund are separate mutual funds that will
have different investment  performance.  Although the two funds generally can be
expected to have similar returns,  differences in cash flows into the two funds,
the size of their  portfolios,  specific  investments  held by the two funds, as
well as the additional expenses of the insurance product, will cause performance
to differ.

Please  consult  the  separate  account  prospectus  for a  description  of  the
insurance product through which the fund is offered and the associated fees.

The  first  sentence  of the  first  paragraph  on  page  14 of the VP  Balanced
Prospectus is deleted and replaced with the following sentence.

For the  services  provided to the fund,  the manager  receives an annual fee of
0.90% of the first $250 million of the average net assets of the fund,  0.85% of
the next $250 million and 0.80% thereafter.

The first  sentence  of the  seventh  paragraph  under the  heading  "Investment
Management" on page 11 of the VP Capital Appreciation  Prospectus is deleted and
replaced with the following sentence.

For the  services  provided to the fund,  the manager  receives an annual fee of
1.00% of the first $500 million of the average net assets of the fund,  0.95% of
the next $500 million and 0.90% thereafter.

The first  sentence of the first  paragraph  on page 14 of the VP  International
Prospectus is deleted and replaced with the following language.

For the  services  provided to the fund,  the manager  receives an annual fee of
1.50% of the first $250 million of the average net assets of the fund,  1.20% of
the next $250 million and 1.10% thereafter.

The first  sentence  of the  seventh  paragraph  under the  heading  "Investment
Management"  on page 12 of the VP Value  Prospectus is deleted and replaced with
the following language.

    For the services provided to the fund, the manager receives an annual fee of
1.00% of the first $500 million of the average net assets of the fund,  0.95% of
the next $500 million and 0.90% thereafter.

SH-SPL-14720   9811

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

                         [American Century Logo(reg.sm)]
                                    American
                                    Century
<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

                         [American Century Logo(reg.sm)]
                                    American
                                    Century
       
                                   MAY 1, 1998
                            REVISED NOVEMBER 17, 1998

                                AMERICAN CENTURY
                                    VARIABLE
                                PORTFOLIOS, INC.

                             VP Capital Appreciation
                                    VP Value
                                   VP Balanced
                                  VP Advantage
                                VP International


                      STATEMENT OF ADDITIONAL INFORMATION
                                  MAY 1, 1998
                           REVISED NOVEMBER 17, 1998

                  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 five of its
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, 1998. 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 .................................           3
Futures Contracts ..................................................           4
An Explanation of Fixed Income Securities Ratings ..................           5
Short Sales ........................................................           7
Portfolio Lending ..................................................           7
Portfolio Turnover .................................................           7
Performance Advertising ............................................           8
Officers and Directors .............................................           8
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 six funds.  This
Statement of  Additional  Information  applies to five of the 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."

    In achieving their investment objectives,  the funds 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
manager'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 the manager,
are high-grade issues may also be purchased for defensive purposes.

VP CAPITAL APPRECIATION

    The  manager  intends  to  invest  the  assets  of VP  Capital  Appreciation
primarily  in  common   stocks  that  are   considered  by  management  to  have
better-than-average   prospects  for   appreciation.   The  selection  of  these
investments is described under "Selection of Investments."

VP VALUE

    The  manager  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 under  "Selection of
Investments."

VP BALANCED

    The manager intends to invest approximately 60% of the VP Balanced portfolio
in common stocks and the remainder in fixed income  securities.  Equity security
investments are described under  "Selection of Investments." 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 the  manager  will  invest from time to time in bonds and
preferred stock convertible into common stock.

VP ADVANTAGE

    The manager 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  under  "Selection  of
Investments."

VP INTERNATIONAL

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


2                                                 AMERICAN CENTURY INVESTMENTS


 ADDITIONAL INVESTMENT RESTRICTIONS

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

  (1)    No fund shall issue senior  securities,  except as permitted  under the
         Investment Company Act of 1940;

  (2)    No fund shall  borrow  money,  except that a fund may borrow  money for
         temporary or emergency  purposes (not for  leveraging or investment) in
         an amount not  exceeding  331/3% of the fund's total assets  (including
         the amount borrowed) less liabilities (other than borrowings);

  (3)    No fund shall lend any security or make any other loan if, as a result,
         more than 33 1/3% of that fund's  total  assets  would be lent to other
         parties,  except  (i)  through  the  purchase  of  debt  securities  in
         accordance with its investment objective,  policies and limitations, or
         (ii) by engaging in  repurchase  agreements  with  respect to portfolio
         securities;

  (4)    No fund shall concentrate its investments in securities of issuers in a
         particular  industry (other than securities issued or guaranteed by the
         U.S. government or any of its agencies or instrumentalities);

  (5)    No fund shall purchase or sell real estate unless  acquired as a result
         of ownership of securities or other instruments.  This policy shall not
         prevent a fund  from  investment  in  securities  or other  instruments
         backed by real  estate or  securities  of  companies  that deal in real
         estate or are engaged in the real estate business;

  (6)    No fund shall act as an  underwriter  of  securities  issued by others,
         except  to the  extent  that a fund may be  considered  an  underwriter
         within the meaning of the Securities Act of 1933 in the  disposition of
         restricted securities;

  (7)    No fund shall purchase or sell physical  commodities unless acquired as
         a result of ownership of securities or other instruments, provided that
         this  limitation  shall not prohibit a fund from  purchasing or selling
         options and futures  contracts or from investing in securities or other
         instruments backed by physical commodities;

(8)      No  fund  shall  invest  for  purposes  of   exercising   control  over
         management.

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

    The Investment  Company Act also provides that 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 (SEC) 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,  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.


     STATEMENT OF ADDITIONAL INFORMATION                                      3


    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:

    *    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);

    *    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);

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

    *    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  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 the market price of index
futures contracts will reflect the movement in the the aggregate


4                                                  AMERICAN CENTURY INVESTMENTS


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  decisions 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
(S&P) for bonds:

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

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

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

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

   BB--Debt  rated BB has less  near-term  vulnerability  to default  than other
   speculative issues. However, it faces major ongoing uncertainties or exposure
   to adverse business,  financial or economic  conditions,  which could lead to
   inadequate  capacity to meet timely interest and principal  payments.  The BB
   rating  category  is also used for debt  subordinated  to senior debt that is
   assigned an actual or implied BBB- rating.

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

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

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

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

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

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

    To provide more detailed  indications of credit quality, the ratings from AA
to CCC may be modified by


STATEMENT OF ADDITIONAL INFORMATION                                            5


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,  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 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 a  desirable
   investment. Assurance of interest and principal payments or of maintenance of
   other terms of the contract over any long period of time may be small.

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

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

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

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

 SHORT SALES

    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.

    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 a gain or loss for federal  income tax purposes and for purposes
of satisfying certain tests applicable to regulated  investment  companies under
the Internal


6                                                  AMERICAN CENTURY INVESTMENTS


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 LENDING

    In order  to  realize  additional  income,  a fund  may  lend its  portfolio
securities.  Such loans may not exceed one-third of the fund's net assets valued
at market except (i) through the purchase of debt  securities in accordance with
its  investment  objective,  policies  and  limitations,  or (ii) by engaging in
repurchase agreements with respect to portfolio securities.

 PORTFOLIO TURNOVER

    The  portfolio  turnover  rates of the  funds  are  shown  in the  Financial
Highlights table in the prospectuses.

    With  respect to each fund,  the manager will  purchase and sell  securities
without  regard to the length of time the security  has been held.  Accordingly,
the fund's rate of portfolio turnover may be substantial.

    The funds intend to purchase a given security  whenever the manager believes
it will contribute to the stated objective of the fund. In order to achieve each
fund's investment  objective,  the manager will sell a given security, no matter
for how long or for how short a period it has been held in the portfolio, and no
matter whether the sale is at a gain or at a loss, if the 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;  it may be  replaced  with
another security holding greater promise;  it has reached its optimum potential;
a change in the  circumstances of a particular  company,  industry or in general
economic conditions; or because of some combination of such reasons.

    When a general decline in security  prices is anticipated,  the equity funds
may decrease or eliminate  entirely  their equity  positions and increase  their
cash positions, and when a rise in price levels is anticipated, the equity funds
may increase their equity positions and decrease their cash positions.  However,
it  should be  expected  that the  funds  will,  under  most  circumstances,  be
essentially fully invested in equity securities.

    Since investment decisions 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 believes a change is in order
to achieve those  objectives.  Therefore,  the fund's annual portfolio  turnover
rate  cannot be  anticipated  and may be  comparatively  high.  This  disclosure
regarding  portfolio  turnover is a statement of  fundamental  policy and may be
changed only by a vote of the shareholders.

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

 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.

FUND                       1 Year      5 Year       Inception
- -------------------------------------------------------------
VP CAPITAL APPRECIATION   (3.26)%       5.76%         9.34%(1)
VP BALANCED                15.81%      11.27%        11.05%(2)
VP ADVANTAGE               12.83%       9.21%         8.63%(3)
VP INTERNATIONAL           18.63%        --          10.60%(4)
VP VALUE                   26.08%        --          23.16%(5)
- -------------------------------------------------------------
(1) Inception date was 11/20/87.
(2) Inception date was 5/1/91.
(3) Inception date was 8/1/91.
(4) Inception date was 5/1/94.
(5) Inception date was 5/1/96.

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


     STATEMENT OF ADDITIONAL INFORMATION                                      7


                                Cumulative        Average Annual
                               Total Return        Compound Rate
FUND                          Since Inception     Since Inception
- ------------------------------------------------------------------
VP CAPITAL APPRECIATION          146.60%              9.34%
VP BALANCED                      101.14%             11.05%
VP ADVANTAGE                      70.14%              8.63%
VP INTERNATIONAL                  44.68%             10.60%
VP VALUE                          41.57%             23.16%
- ------------------------------------------------------------------

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

 OFFICERS AND DIRECTORS

    The  principal  officers  and the  directors  of American  Century  Variable
Portfolios,  Inc. (the Corporation),  their ages (listed in parentheses),  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.* (74), 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* (39), Director;  Chief Executive Officer and Director,
American Century Companies,  Inc., American Century Investment Management,  Inc.
and American Century Services Corporation.

    THOMAS A. BROWN  (58),  Director;  Director  of Plains  States  Development,
Applied  Industrial  Technologies,  Inc., a  corporation  engaged in the sale of
bearings and power transmission products.

    ROBERT W. DOERING, M.D. (66), Director; retired, formerly general surgeon.

    ANDREA C. HALL,  PH.D. (53),  Director;  Senior Vice President and Associate
Director, Midwest Research Institute.

    D.D. (DEL) HOCK (63), Director;  retired,  formerly Chairman, Public Service
Company of Colorado;  Director,  Service Tech, Inc., Hathaway Corporation and J.
D. Edwards & Company.

    DONALD H. PRATT (60), Vice Chairman of the Board and Director; President and
Director, Butler Manufacturing Company.

    LLOYD T. SILVER JR. (70),  Director;  President,  LSC, Inc.,  manufacturer's
representative.

    M. JEANNINE STRANDJORD (52), Director;  Senior Vice President and Treasurer,
Sprint Corporation; Director, DST Systems, Inc.

    GEORGE A. RIO (43),  President;  Executive Vice President and Client Service
Director,  Funds Distributor,  Inc. (FDI). Prior to joining FDI in 1998, Mr. Rio
served as Senior Vice President and Senior Key Account Manager for Putnam Mutual
Funds  (from June 1995 to March  1998).  Before  that,  he served as Director of
Business  Development for First Data  Corporation  (from May 1994 to June 1995),
Senior Vice  President  and Manager of Client  Services and Director of Internal
Audit at The Boston Company, Inc. (from September 1983 to May 1994).

    MARYANNE  ROEPKE,   CPA  (42),  Vice  President,   Treasurer  and  Principal
Accounting   Officer;   Senior  Vice  President,   American   Century   Services
Corporation.

    PATRICK A. LOOBY (39), Vice  President;  Vice  President,  American  Century
Services Corporation.

    CHRISTOPHER  J. KELLEY (33),  Vice  President;  Vice President and Associate
General  Counsel of FDI.  Prior to joining FDI, Mr.  Kelley  served as Assistant
Counsel at Forum  Financial Group (from April 1994 to July 1996) and before that
as a compliance officer for Putnam Investments (from 1992 to 1994).

    MARY A. NELSON (34), Vice President;  Vice President and Manager of Treasury
Services  and  Administration  of FDI.  Prior to  joining  FDI,  Ms.  Nelson was
Assistant Vice President and Client Manager for The Boston  Company,  Inc. (from
1989 to 1994).


8                                                 AMERICAN CENTURY INVESTMENTS


    MERELE A. MAY (36),  Controller;  Vice President,  American Century Services
Corporation.

    ROBERT J. LEACH, CPA (32), Controller.

    C. JEAN WADE, CPA (34), Controller.

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

    Messrs. Stowers Jr. (chair), Stowers III and Pratt 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 full
Board.

    Ms.  Strandjord  (chair),  Dr.  Doering  and Mr. Hock  constitute  the Audit
Committee.  The  functions  of the  Audit  Committee  include  recommending  the
engagement of the funds' independent accountants, reviewing the arrangements for
and  scope of the  annual  audit,  reviewing  comments  made by the  independent
accountants with respect to the internal controls and the  considerations  given
or the connective  action taken by management,  and reviewing  nonaudit services
provided by the independent accountants.

    Messrs. Brown (chair),  Pratt, Silver and Dr. Hall 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 violations
thereof.

    The  Nominating  Committee  has  as its  principal  role  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 (chair),
Hock 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 the chair 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 in the following table
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         Corporation(1)         Family        of         Funds(2)
- ---------------------------------------------------------------------------
Thomas A. Brown $1,596  $60,000  Robert W. Doering,  M.D. 1,317 49,500 Andrea C.
Hall(3)  235 8,833 D. D. (Del)  Hock 1,317  49,500  Linsley L.  Lundgaard  1,126
42,333 Donald H. Pratt 1,596 60,000 Lloyd T. Silver Jr. 1,303 49,000 M. Jeannine
Strandjord                              1,299                             48,833
- ---------------------------------------------------------------------------
(1)Includes  compensation  paid by the corporation  during the fiscal year ended
December 31, 1997.

(2)Includes  compensation  paid  by the 13  investment  company  members  of the
American Century family of funds for the calendar year ended December 31, 1997.

(3)Andrea  C. Hall  replaced  Linsley L.  Lundgaard as an  independent  director
effective November 1, 1997.

 MANAGEMENT

    A description  of the  responsibilities  and method of  compensation  of the
funds' manager, American


STATEMENT OF ADDITIONAL INFORMATION                                            9


Century Investment Management, Inc., appears in the Prospectus under the
caption "Management."

    During the past three fiscal years, the management fees were as follows:
<TABLE>
FUND                                                                Years Ended December 31,
- --------------------------------------------------------------------------------------------
                                       1997                     1996                   1995
- --------------------------------------------------------------------------------------------
VP CAPITAL APPRECIATION
<S>                            <C>                    <C>                     <C>             
Management Fees                $    10,378,643        $     14,401,981        $     12,365,098
Average Net Assets               1,041,484,038           1,444,414,188           1,245,866,500

VP BALANCED
Management Fees                      2,346,313               1,832,133               1,222,757
Average Net Assets                 234,698,258             185,726,034             126,219,800

VP ADVANTAGE
Management Fees                        249,359                 238,392                 218,240
Average Net Assets                  25,348,464              38,676,300              22,425,700

VP INTERNATIONAL
Management Fees                      2,659,954               1,170,843                 596,598
Average Net Assets                 177,484,663              78,092,615              39,770,213

VP VALUE
Management Fees                        985,657                  62,187                   --
Average Net Assets                  98,518,788               9,241,069                   --
- -------------------------------------------------------------------------------------------
</TABLE>

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.

    Certain  investments  may be  appropriate  for the  funds and also for other
clients  advised by the manager.  Investment  decisions  for the funds and other
clients are made with a view to achieving their respective investment objectives
after  consideration of such factors as their current holdings,  availability of
cash for investment  and the size of their  investment  generally.  A particular
security  may be bought or sold for only one client or series,  or in  different
amounts  and at  different  times for more than one but less than all clients or
series. In addition, purchases or sales of the same security may be made for two
or more clients or series on the same date. Such  transactions will be allocated
among  clients in a manner  believed by the manager to be equitable to each.  In
some cases this procedure could have an adverse effect on the price or amount of
the securities purchased or sold by a fund.

    The  manager  may  aggregate  purchase  and sale  orders of the  funds  with
purchase  and sale orders of its other  clients when the manager  believes  that
such aggregation  provides the best execution for the funds. The funds' Board of
Directors has approved the policy of the manager with respect to the aggregation
of portfolio  transactions.  Where portfolio  transactions have been aggregated,
the funds  participate at the average share price for all  transactions  in that
security on a given day and share  transaction  costs on a pro rata  basis.  The
manager  will not  aggregate  portfolio  transactions  of the  funds  unless  it
believes such  aggregation is consistent with its duty to seek best execution on
behalf  of the  funds and the terms of the  management  agreement.  The  manager
receives  no  additional  compensation  or  remuneration  as a  result  of  such
aggregation.

    In addition to managing the funds,  on February  28,  1998,  the manager was
also acting as an  investment  adviser to 10  institutional  accounts  and to 12
registered investment  companies--American  Century Mutual Funds, Inc.; American
Century World Mutual Funds,  Inc.;  American  Century  Premium  Reserves,  Inc.;
American Century Variable Portfolios, Inc.; American Century Capital Portfolios,
Inc.; American Century


10                                                 AMERICAN CENTURY INVESTMENTS


Municipal Trust;  American Century  Quantitative Equity Funds;  American Century
International Bond Funds;  American Century  Investment Trust;  American Century
Government Income Trust;  American Century Target Maturities Trust; and American
Century California Tax-Free and Municipal Funds.

    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.

    As stated in the Prospectus,  all of the stock of American  Century Services
Corporation  and  American  Century  Investment  Management,  Inc.  is  owned by
American Century Companies, Inc.

 CUSTODIANS

    Chase Manhattan Bank, N.A., 770 Broadway, New York, New York 10036 serves as
custodian  of the assets of the funds,  except UMB Bank,  N.A.,  10th and Grand,
Kansas  City,  Missouri  64105  serves as  custodian  of VP  International.  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

    Deloitte & Touche LLP, 1010 Grand Avenue,  Kansas City,  Missouri 64106, are
the independent auditors of the funds. 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.

 CAPITAL STOCK

    The funds'  capital stock is described in the  Prospectus  under the heading
"Further Information About American Century."

    The corporation  currently has six series of shares  outstanding.  The 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 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 February 28, 1998,  in excess of 5% of the  outstanding  shares of the
following funds were owned of record by:

Name of Fund                      Shareholder and Percentage
- ---------------------------------------------------------------------------
VP Capital Appreciation           Nationwide Life Insurance Company
                                  Columbus, Ohio -- 65.0%

                                  Penn Mutual Life Insurance
                                  Philadelphia, Pennsylvania -- 6.0%

                                  Mutual of America
                                  New York, New York -- 9.1%

                                  Great-West Life and Annuity Company
                                  Englewood, Colorado -- 7.8%

VP Advantage                      Nationwide Life Insurance Company
                                  Columbus, Ohio -- 98.9%

VP Balanced                       Nationwide Life Insurance Company
                                  Columbus, Ohio -- 78.2%

                                  Lincoln National Life Insurance Company
                                  Ft. Wayne, Indiana -- 11.0%

VP International                  Nationwide Life Insurance Company
                                  Columbus, Ohio -- 87.0%

VP Value                          IDS Life Insurance Company
                                  Minneapolis, Minnesota -- 55.6%

                                  Nationwide Life Insurance Company
                                  Columbus, Ohio -- 38.2%
- ---------------------------------------------------------------------------

    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


STATEMENT OF ADDITIONAL INFORMATION                                           11


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.

    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,  1997,  1996 and 1995,  the paid
brokerage commissions of each fund were as follows:

FUND                                               Years Ended December 31,
- ----------------------------------------------------------------------------
                                    1997            1996             1995
- ----------------------------------------------------------------------------

VP CAPITAL APPRECIATION         $1,573,432       3,879,230         3,826,468
VP VALUE                           466,557          25,821             --
VP BALANCED                        294,313         235,149           153,670
VP ADVANTAGE                        20,302          19,734            19,477
VP INTERNATIONAL                 1,329,778         630,547           525,846
- ----------------------------------------------------------------------------

    In 1997,  $3,525,726 (96%) of the total brokerage  commissions  ($3,684,887)
were paid to brokers and dealers who provided information and services.

    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.


12                                                AMERICAN CENTURY INVESTMENTS


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

 FINANCIAL STATEMENTS

    The financial  statements of the funds,  including the  Statements of Assets
and  Liabilities  and the  Statements of  Operations,  for the fiscal year ended
December 31, 1997,  and the  Statements  of Changes in Net Assets for the fiscal
years ended  December 31, 1997,  and 1996,  are included in the Annual Report to
Shareholders  for the fiscal year ended  December 31,  1997.  The reports on the
financial highlights for the fiscal years 1993, 1994, 1995 and 1996 are included
in the Annual  Reports to  Shareholders  for the fiscal year ended  December 31,
1996.  Each such Annual  Report 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

INSTITUTIONAL SERVICES:
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

WWW.AMERICANCENTURY.COM

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                                    Century



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