AMERICAN CENTURY VARIABLE PORTFOLIOS INC
N-30D, 1999-02-23
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[front cover]
                                                              DECEMBER 31, 1998

ANNUAL REPORT
- --------------------
AMERICAN CENTURY
VARIABLE PORTFOLIOS

                               [graphic of stairs]

VARIABLE INSURANCE FUNDS
- --------------------------
VP VALUE

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

[inside front cover]

[left margin]

VARIABLE PORTFOLIOS
VP VALUE
- --------------------


Our Message to You
- --------------------------------------------------------------------------------

[photo of James E. Stowers III and James E. Stowers, Jr.]

James E. Stowers III, seated, with James E. Stowers, Jr.

     The twelve months ended December 31, 1998, was a period of sharp contrasts.
Helped along by a healthy economy and widespread  market  optimism,  many market
averages set records  earlier in the year,  then tumbled  dramatically  when the
outlook for the U.S.  economy  turned  pessimistic.  After the  Federal  Reserve
lowered interest rates,  stocks rebounded  sharply and many indices finished the
year with substantial gains.

     The mood swing in market psychology seemed especially  pronounced after the
gains of the last several  years--gains that were accompanied by relatively few,
and shallow, downdrafts in stock prices.

     In the earlier,  heady atmosphere,  value stocks did not perform as well as
growth stocks, but that changed somewhat after the market peaked in July. During
the downturn  from July  through the end of  September,  value stocks  performed
relatively well. However,  growth stocks once again pulled ahead when the market
rallied in the fourth quarter.

     Given the gains of the last several years and the low market volatility, it
is understandable that many investors--especially those who are new to the stock
market--may  find  the  broad  market  fluctuations  we've  seen in 1998  fairly
stressful.  In  our  experience,  these  fluctuations  are an  inevitable,  even
necessary,  part of the investment process. They often set the stage for further
advances--as  they did this year. But whatever the market's  direction,  it does
not pay to get caught up in its excesses,  whether  overly  optimistic or overly
pessimistic.  If you have an investment  plan, try to stay with it. If you don't
have a plan, this might be a good time to develop one.

     Turning to the corporate  front, a situation we've been watching closely is
preparation  of the  world's  computer  systems  for the year 2000.  At American
Century, we're devoting substantial resources to this endeavor. Throughout 1999,
our technology  team will be extensively  testing our systems,  including  those
involved with fund performance and dividend payments.

     As we close 1998, the year that marks our 40th  anniversary,  we appreciate
your confidence in American  Century.  Please share with us our belief that "The
Best is Yet to Be."

Sincerely,

/s/James E. Stowers, Jr.                   /s/ James E. Stowers III
James E. Stowers, Jr.                      James E. Stowers III
Chairman of the Board and Founder          Chief Executive Officer

[right margin]

              Table of Contents
   Report Highlights ......    2
   Market Perspective .....    3
VP VALUE
   Performance Information     5
   Management Q&A .........    6
   Portfolio at a Glance ..    6
   Top Ten Holdings .......    7
   Top Five Industries ....    7
   Types of Investments ...    8
   Schedule of Investments     9
   Financial Highlights ...   16
FINANCIAL STATEMENTS
   Statement of Assets and
   Liabilities ............   11
   Statement of Operations    12
   Statements of Changes
   in Net Assets ..........   13
   Notes to Financial
   Statements .............   14
   Independent Auditors'
   Report .................   17
   Proxy Voting Results ...   18
OTHER INFORMATION
   Background Information
      Investment Philosophy
   and Policies ...........   20
      Comparative Indices .   20
      Portfolio Manager ...   20
   Glossary ...............   21


                                                   www.americancentury.com   1


Report Highlights
- --------------------------------------------------------------------------------

MARKET PERSPECTIVE

*    The year saw an abrupt  change in market  psychology.  After  gaining 16.3%
     from  January 1 to July 31, the  Standard  & Poor's  500 Index lost  14.56%
     during August as fear returned to the marketplace.  The decline accelerated
     into  early  October,  as  investors  became  concerned  that the  economic
     andfinancial  problems in  Southeast  Asia,  Russia and Brazil might affect
     corporate earnings in the United States.

*    Size mattered.  In 1998,  the strong  performance of a handful of blue-chip
     companies,  which make up the bulk of the large-company indices such as the
     Dow  Jones   Industrial   Average  and  the  S&P  500,   masked  the  price
     deterioration of smaller stocks. For example,  the 25 largest stocks in the
     S&P 500  gained an  average  of 78.4%,  while the  remaining  475 gained an
     average of 11.2%.

*    Global  economic  concerns  contributed  to market  volatility in 1998. The
     "Asian  contagion" that began in the summer of 1997 spread quickly to Latin
     America,  Russia and Japan, raising concerns about the future of the global
     economy.  Shrinking U.S. imports to Asia hurt earnings growth for some U.S.
     multinational firms and raised fears of a U.S. recession.

*    On a global basis, we have  overca-pacity in many markets,  particularly in
     commodities such as basic  foodstuffs,  steel,  petrochemicals  and energy.
     This  situation has  eliminated  pricing  flexibility  in the  marketplace,
     pressuring  corporate  earnings,   but  also  contributing  to  the  lowest
     inflation in three decades.

*    Because  value  investing  looks for  undervalued  stocks  and  gives  more
     emphasis to dividend  yields,  it is more risk-averse than growth investing
     and tends to perform better in times of market uncertainty.  The search for
     value was facilitated by the market's third-quarter decline.

VP VALUE

*    VP Value  posted a 4.81% gain for the twelve  months  ending  December  31,
     1998, underperforming its benchmark, the S&P 500/BARRA Value Index.

*    VP Value's  style and  capitalization  were the primary  factors  affecting
     performance.  The market  continued to favor a handful of large-cap  growth
     stocks, while mid- and small-cap value stocks struggled.

*    Fund  performance  was helped by holdings in banks,  healthcare  companies,
     food and beverage firms, and chemical companies.

*    Performance  was dampened by VP Value's heavier  weighting  relative to the
     index in oil  services and  exploration  companies,  which  suffered as oil
     prices fell during the summer.

[left margin]

                 VP VALUE
TOTAL RETURNS:              AS OF 12/31/98
    6 Months                   -1.03%*
    1 Year                      4.81%
NET ASSETS:                 $316.6 million
INCEPTION DATE:                5/1/96

* Not Annualized.

Investment terms are defined in the Glossary on page 21.


1-800-345-3533

Market Perspective from Mark Mallon
- --------------------------------------------------------------------------------

[photo of Mark Mallon}

Mark Mallon, senior vice president and managing director of American Century
Investments

STOCKS TURN VOLATILE

     In 1998, U.S. stocks reached an all-time high, then entered one of the most
volatile periods since the end of World War II. As deteriorating global economic
and financial conditions turned market psychology negative, stock prices dropped
sharply, and wide intra-day swings became common.

     Between  July 17,  when the  best-known  U.S.  stock  indices  peaked,  and
September 30, stock prices dropped dramatically. The S&P 500 Index (representing
the largest and most  influential  U.S.  companies)  fell nearly 14%,  while the
Russell 2000 (a leading  small-company  index) was down over 21%.  Then,  in the
fourth  quarter,  the  Federal  Reserve  Board's  decision  to lower  short-term
interest  rates  sparked  an  explosive  move  upward  as fears  of a  recession
subsided.

     Despite the volatility,  1998 marked another year of robust performance for
equities--at least as measured by the S&P 500.

     The volatility this year was not a complete surprise. Major market declines
(a  significant  component of  volatility)  are a normal part of the  investment
process,  but they have been  notably  absent in the  1990s.  In prior  decades,
moderate  corrections  of  10%  happened  about  once  a year  and  more  severe
corrections  of up to  15%  occurred  about  once  every  two  years.  A  market
correction in the 20% range occurred about every three to four years. We haven't
seen downturns this  frequently in the 1990s.  On a historical  basis, a decline
was overdue.

A BANNER DECADE

     Even with the  recession in 1990-1991,  U.S.  stock returns since 1990 have
been  unusually  robust.  The  gains,  however,  have  not been  spread  evenly.
Large-company  stocks were the best  performers.  The S&P 500's  average  annual
return from January 1, 1990,  to December 31, 1998,  was 17.86%,  well above its
historical average of roughly 11%.

LARGE GROWTH COMPANIES  LED THE WAY

     In 1998, the strong performance of a handful of blue-chip companies,  which
make up the bulk of the  large-company  indices such as the Dow Jones Industrial
Average and the S&P 500, masked the price  deterioration of smaller stocks.  The
performance  of the  majority  of the other  9,000  stocks  traded in the United
States was much weaker.  For example,  the Nasdaq 100, an index of the stocks of
the 100 largest  companies traded over the counter in the United States,  rose a
phenomenal 86% in 1998. The 25 largest stocks in the S&P 500 returned 78.4%; the
remaining 475 returned just 11.2%.

THE ASIAN CONTAGION

     What contributed to market volatility this year?

     One catalyst was the  much-publicized  Asian economic and currency  crises,
which began in the summer of 1997. The "Asian contagion" spread quickly to Latin
America,  Russia  and  Japan,  raising  concerns  about the future of the global
economy.

[right margin]

"In 1998, the strong performance of a handful of blue-chip companies, which make
up the  bulk of the  large-company  indices  such as the  Dow  Jones  Industrial
Average and the S&P 500, masked the price deterioration of smaller stocks."

MARKET RETURNS
FOR THE YEAR ENDED DECEMBER 31, 1998

S&P 500                  28.68%
S&P MIDCAP 400           19.11%
RUSSELL 2000             -2.55%

Source: Lipper, Inc.

These   indices    represent   the   performance   of   large-,    medium-   and
small-capitalization stocks.

[line chart - data below]

MARKET PERFORMANCE (GROWTH OF $1.00)
FOR THE YEAR ENDED DECEMBER 31, 1998

             S&P 500      S&P MidCap 400    Russell 2000
12/31/97      $1.00           $1.00           $1.00
 1/31/98      $1.01           $0.98           $0.98
 2/28/98      $1.08           $1.06           $1.06
 3/31/98      $1.14           $1.11           $1.10
 4/30/98      $1.15           $1.13           $1.11
 5/31/98      $1.13           $1.08           $1.05
 6/30/98      $1.18           $1.09           $1.05
 7/31/98      $1.16           $1.04           $0.96
 8/31/98      $1.00           $0.85           $0.78
 9/30/98      $1.06           $0.93           $0.84
10/31/98      $1.15           $1.01           $0.87
11/30/98      $1.22           $1.06           $0.92
12/31/98      $1.29           $1.18           $0.97

Value on 12/31/98
S&P 500            $1.29
S&P MidCap 400     $1.19
Russell 2000       $0.97


                                                    www.americancentury.com   3


Market Perspective from Mark Mallon
- --------------------------------------------------------------------------------
                                                                    (Continued)

     Although the troubles in emerging markets took a while to reach our shores,
U.S.  companies  eventually proved  susceptible to the turmoil.  Stocks of large
U.S.  multinational  firms that  derive a major  portion of their  profits  from
foreign  markets were  impacted.  Shrinking  U.S.  exports to Asia hurt earnings
growth and raised fears of a U.S. recession.

WHAT MOVES MARKETS?

     The  problems in Asia have been known since 1997 and began  affecting  U.S.
corporate  earnings in early 1998. So why did it take so long for the U.S. stock
market to react?  To answer  this  question,  it might be worth  looking at four
general  factors  that  influence  markets to see how they  contributed  to this
year's volatile environment.

     THE ECONOMIC PICTURE: For the first half of 1998, the U.S. economy was very
healthy, with strong growth and low inflation. Corporate America had become lean
and flexible,  and  unemployment  dropped below 5%. The federal  budget showed a
surplus for the first time in nearly 30 years.  Those  conditions  sustained the
stock market rally.

     Although  the  U.S.  economy  remained  fundamentally  sound,  the  outlook
appeared  less  certain at  mid-year  when  fears of a  recession  surfaced  and
weakening global economic conditions  continued to threaten the earnings outlook
for many U.S. companies.  This change in the economic climate helped precipitate
the  mid-year  decline  in  stocks.  When fears of a  recession  abated,  stocks
rebounded.

     INTEREST RATES/INFLATION: Low inflation and low interest rates are good for
stocks. In 1998, the possibility of slower economic growth removed the near-term
threat of  inflation  in 1998,  while  the  ripple  effects  from Asia and Latin
America's troubles and Russia's virtual default on its debt sparked a "flight to
quality" in the bond market.  Foreign  investors  snapped up U.S.  Treasurys and
sent U.S.  interest rates down to levels not seen in nearly three  decades.  The
Federal Reserve  acknowledged  the economic outlook had weakened,  however,  and
twice lowered  short-term  rates--for  the first time in three  years--in  rapid
succession.

     LIQUIDITY/CASH  FLOW:  Cash flowing into equities  continued to set records
for much of the year.

     However,  in August,  for the first time since 1990,  mutual fund investors
withdrew  more money than they put into equity funds.  Mergers and  acquisitions
(M&A),  which have been another  factor in the strong  equity  markets in recent
years, also slowed dramatically in the third quarter. M&A activity had increased
in 1997 and again in the first part of 1998,  topping  $200 billion per month in
April.  By late  September,  M&A had  dropped  to $21  billion  per  month,  but
rebounded again when the market rallied.

     PSYCHOLOGY:   Perhaps  the  biggest   change  this  year  was  in  investor
psychology.  Persistent international pressures, corporate earnings worries, and
increased market volatility  finally impacted investor  confidence and investors
became more aware of the risk  inherent in the stock  market.  It took  dramatic
action by the  Federal  Reserve,  in the form of  lowering  interest  rates,  to
restore faltering investor confidence.

AN OPPORTUNITY FOR VALUE

     Because  value  investing  looks for  undervalued  stocks  and  gives  more
emphasis to dividend  yields,  it is more  risk-averse than growth investing and
tends to perform well in times of market  uncertainty.  The search for value was
facilitated by the market's third-quarter decline. Not surprisingly, many stocks
became more  attractively  priced,  increasing  the pool of  high-quality  value
opportunities.

[left margin]

"Perhaps  the biggest  change this year was in investor  psychology.  Persistent
international  pressures,  corporate  earnings  worries,  and  increased  market
volatility finally impacted investor  confidence and investors became more aware
of the risk inherent in the stock market."


4   1-800-345-3533


VP Value--Performance
- --------------------------------------------------------------------------------

TOTAL RETURNS AS OF DECEMBER 31, 1998

                                      S&P 500/BARRA
                      VP VALUE         VALUE INDEX        S&P 500
6 MONTHS(1) .......... -1.03%             2.27%            9.37%
1 YEAR ...............  4.81%            14.68%           28.68%
AVERAGE ANNUAL RETURNS
LIFE OF FUND(2) ...... 15.94%            21.80%           29.01%

(1) Returns for periods less than one year are not annualized.

(2) The fund's inception date was 5/1/96.

See pages 20 and 21 for information about the indices and returns.

[mountain chart - data below]

GROWTH OF $10,000 OVER LIFE OF FUND

Value as of 12/31/98:
VP Value                $14,838
S&P 500                 $19,733
S&P/BARRA 500 Value     $16,919

             VP Value      S&P 500  S&P/BARRA 500 Value
Date          Value         Value         Value
 5/1/96      $10,000       $10,000       $10,000
 5/31/96     $10,120       $10,257       $10,151
 6/30/96     $10,276       $10,296       $10,102
 7/31/96      $9,674        $9,841        $9,676
 8/31/96      $9,975        $10,049       $9,943
 9/30/96     $10,323       $10,613       $10,369
10/31/96     $10,484       $10,906       $10,720
11/30/96     $11,147       $11,730       $11,540
12/31/96     $11,228       $11,497       $11,351
 1/31/97     $11,362       $12,215       $11,874
 2/28/97     $11,544       $12,311       $11,961
 3/31/97     $11,255       $11,807       $11,552
 4/30/97     $11,459       $12,510       $11,985
 5/31/97     $12,216       $13,275       $12,736
 6/30/97     $12,726       $13,865       $13,223
 7/31/97     $13,482       $14,968       $14,281
 8/31/97     $13,462       $14,129       $13,635
 9/30/97     $14,217       $14,902       $14,434
10/31/97     $13,543       $14,405       $13,903
11/30/97     $13,809       $15,071       $14,433
12/31/97     $14,155       $15,331       $14,753
 1/31/98     $13,849       $15,499       $14,572
 2/28/98     $15,034       $16,617       $15,665
 3/31/98     $15,763       $17,468       $16,459
 4/30/98     $15,696       $17,646       $16,653
 5/31/98     $15,255       $17,342       $16,418
 6/30/98     $14,992       $18,046       $16,543
 7/31/98     $14,308       $17,855       $16,184
 8/31/98     $12,588       $15,275       $13,582
 9/30/98     $13,360       $16,254       $14,407
10/31/98     $14,374       $17,574       $15,536
11/30/98     $14,903       $18,639       $16,345
12/31/98     $14,838       $19,733       $16,919

The chart at left shows the  growth of a $10,000  investment  in VP Value  since
inception, while the chart below shows the fund's year-by-year performance.  The
S&P 500 and S&P  500/BARRA  Value  indices are  provided  for  comparison.  Past
performance does not guarantee future results.  Investment  return and principal
value will  fluctuate,  and  redemption  value may be more or less than original
cost. VP Value's return includes  operating  expenses (such as transaction costs
and management  fees) that reduce  returns,  while the returns of the indices do
not.

[bar chart - data below]

ONE-YEAR RETURNS OVER LIFE OF FUND (PERIODS ENDED DECEMBER 31)

               VP Value  S&P/ BARRA 500 Value
Date            Return          Return
12/31/96         12.28          13.51
12/31/97         26.08          29.99
12/31/98          4.81          14.68

*Returns from 5/1/96, the fund's inception, to 12/31/96.


                                                    www.americancentury.com   5


VP Value--Q&A
- --------------------------------------------------------------------------------

[photo of Phil Davidson]

Phil Davidson, portfolio manager on the VP Value team

     An  interview  with  Phil  Davidson,  portfolio  manager  on the  VP  Value
investment team.

HOW DID VP VALUE PERFORM DURING ITS FISCAL YEAR?

     VP Value posted a 4.81% gain for the twelve months ended December 31, 1998.
VP Value's benchmark, the S&P 500/BARRA Value Index, gained 14.68% for the year,
while the S&P 500 registered a 28.68% return.

WHAT EXPLAINS THE FUND'S PERFORMANCE RELATIVE TO THE BROADER MARKET?

     VP Value's  investment style and  capitalization  were probably the primary
performance factors. The market continued to favor a handful of large-cap growth
stocks,  while value stocks in general,  and mid- to  small-cap  value stocks in
particular,  struggled.  As of December 31, 1998, about 60% of VP Value's assets
were  invested  in  mid-cap  stocks,  with  another  10% in  small-caps  and the
remainder in larger companies. In general, the performance of small- and mid-cap
stocks  and those with lower  price-to-earnings  ratios--precisely  the types of
stocks we want for the VP Value portfolio--were  punished the most. However, one
of VP Value's goals is to drop less than the broader  market  during  downturns,
and this goal was met during the difficult third quarter. During the sell-off in
the market that occurred between July 17 and August 31, VP Value declined 15.9%,
while  the  S&P  500  fell  19.3%.   The  S&P  500/BARRA  Value  Index  declined
approximately 20%. We feel the fund's performance, at least on a relative basis,
has  been  acceptable  given  the  capitalization  and  style  preferences  that
prevailed during much of 1998.

CAN YOU EXPLAIN THE FUND'S PERFORMANCE COMPARED TO ITS BENCHMARK INDEX?

     Again,  the  dominance  of  larger-cap  stocks  accounts  for  much  of the
difference in performance. VP Value's portfolio is a blend of primarily mid- and
large-cap  companies,  but is tilted toward the mid-cap  sector  because  that's
where we were finding the most attractive valuations.  At year end, the weighted
average market  capitalization of the S&P 500/BARRA Value Index was $46 billion,
considerably   greater  than  the  $7.83   billion   weighted   average   market
capitalization  of the VP Value fund.  Although it can be tempting to shift into
larger  companies in order to chase that better  performance,  we have  remained
committed to our discipline and are continuing to search for what we believe are
fundamentally sound, stable companies with attractively priced stock. Throughout
most of 1998, the  valuations of both small- and mid-cap  sectors were much more
attractive  than valuations in the large-cap  arena.  With the gap between value
and  growth  this  wide,  any  reversion  to the mean  should  bring a  powerful
snap-back for the value  sector.  We believe we are  well-positioned  to benefit
when that occurs.

[left margin]

"The market continued to favor a handful of large-cap growth stocks, while value
stocks in general, and mid- to small-cap value stocks in particular, struggled."

PORTFOLIO AT A GLANCE
                              12/31/98          12/31/97
NO. OF COMPANIES                65                67
MEDIAN P/E RATIO               15.7              16.6
MEDIAN MARKET                  $2.44             $2.65
   CAPITALIZATION             BILLION           BILLION
PORTFOLIO TURNOVER             158%              138%

Investment terms are defined in the Glossary on page 21.


6   1-800-345-3533


VP Value--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

WHICH STOCKS OR SECTORS CONTRIBUTED  TO PERFORMANCE?

     VP Value's  best-performing holding for the year was Giant Food, Inc. Giant
Food is a leading chain of retail food stores and  pharmacies,  and has been one
of VP  Value's  largest  holdings  and one of its  top  performers  for  several
consecutive  periods.  When  Giant's  stock rose  sharply in May on news that it
would be acquired by Ahold, a Netherlands-based food retailer, we sold the stock
at a significant gain.

     Beckman Coulter,  another top-performer,  continued to add to returns. This
company makes laboratory  instruments and related  products,  including  reagent
supplies and systems that detect and quantify  substances in blood.  We obtained
this  holding at very  attractive  prices when  Beckman's  stock was weak in the
third quarter.  At the time, the government issued new mandates that reduced the
number and types of blood tests that would be covered by Medicaid. This resulted
in investor concern that Beckman's  earnings would suffer in the wake of reduced
testing.  There was, in fact, a brief decrease in the number of tests  requested
by the medical community, but the perception was far worse than the reality, and
Beckman's reagent supplies business remained robust. The company's earnings have
also been driven in part by its strategic and successful integration of Coulter,
a leader in laboratory hematology products, which Beckman acquired in the fourth
quarter of 1997.

     Other top  contributors  included First Data  Corporation and Elsag Bailey.
First Data is a big credit card  processor.  Its business is very solid and well
managed;  however, the credit card business came under pricing pressure.  As was
the case with Beckman  Coulter,  perception was far worse than reality,  and the
feared slowdown was less significant  than was  anticipated.  We purchased First
Data's  stock  when it was in the $26 to $30 range and sold it  between  $30 and
$35,  which  contributed  significantly  to returns.  Elsag Bailey makes process
control  and  measurement  equipment  that is used in  various  industries.  The
company's stock price shot up on news that it would be acquired for cash by Asea
Bron  Boveri,  a Swedish  company,  and we  subsequently  sold our position at a
significant gain.

WHICH HOLDINGS NEGATIVELY AFFECTED PERFORMANCE?

     Baker  Hughes and  Seagull  Energy  were  disappointing.  We were  somewhat
overweighted in oil services and exploration  companies,  compared to the index,
and these companies  suffered  disproportionately  to other oil companies as oil
prices fell during the summer. Baker Hughes was especially vulnerable because it
had  acquired  another  oil  company,   Western  Atlas,  shortly  before  prices
plummeted.  Seagull  Energy's  problems  were  compounded  by the fact  that the
company was  unfortunately  in the  process of what  proved to be an  ill-timed,
no-premium  merger with another oil products  and services  company.  The market
viewed  the merger as  disappointing.  In both  cases,  we are  maintaining  our
positions  because we believe the  companies are sound and will benefit when oil
prices eventually rebound.

     Mallinckrodt,  which has contributed  significantly  to returns in previous
periods,  ran into  trouble  in  mid-year.  This  company  manufactures  medical
products and specialty chemicals, and is

[right margin]

TOP TEN HOLDINGS
                                  % OF FUND INVESTMENTS
                                AS OF               AS OF
                              12/31/98             6/30/98
MERCANTILE
     BANCORPORATION INC.        5.0%                 2.6%
SUPERIOR INDUSTRIES
     INTERNATIONAL, INC.        3.2%                 2.5%
BANKAMERICA CORP.               2.9%                   --
BROWNING-FERRIS
     INDUSTRIES, INC.           2.8%                 2.4%
BECKMAN COULTER INC.            2.7%                 2.0%
GTECH HOLDINGS CORP.            2.7%                 2.7%
COLUMBIA/HCA
     HEALTHCARE CORP.           2.7%                   --
ARCHER-DANIELS-
     MIDLAND CO.                2.6%                 2.5%
TYSON FOODS, INC. CL A          2.6%                 2.2%
AETNA INC.                      2.5%                 2.0%

TOP FIVE INDUSTRIES
                                 % OF FUND INVESTMENTS
                               AS OF                 AS OF
                              12/31/98              6/30/98
BANKING                        11.8%                 7.5%
HEALTHCARE                      9.7%                 4.9%
FOOD & BEVERAGE                 7.8%                 8.3%
ENERGY (PRODUCTION
     & MARKETING)               7.1%                13.6%
CHEMICALS & RESINS              5.7%                 8.2%


                                                    www.americancentury.com   7


VP Value--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

recognized as a leader in its industry.  However,  Mallinckrodt's  earnings have
tapered off due to  increasing  competition  in its key product  line,  an X-ray
imaging  substance  called  Optiray.  In  addition,  the  company's  August 1998
acquisition of Nellcor  Puritan  Bennet,  which makes products that diagnose and
treat respiratory problems, has added to the company's problems. We have removed
this stock from VP Value's portfolio entirely.

WHAT CHANGES,  IF ANY, DID YOU MAKE TO THE VP VALUE PORTFOLIO  DURING THE SECOND
HALF OF THE YEAR?

     Our  greatest  shift  was in  insurance  companies,  banks,  and  financial
services,  where we increased holdings to more than 17% of investments.  We were
underweighted  heading  into the second half of the year because we believed the
enthusiasm and earnings  power in the financial  sector was  unsustainable,  and
that proved to be the case. This underweighting hurt us in the first half of the
year, but we used that  opportunity to build up our position as prices  improved
later in the  year.  We also  boosted  our  stake in  hospitals  and  healthcare
companies,  including  Columbia  HCA,  which has been  under  investigation  for
Medicare  fraud.  We think  this  sound,  well-managed  firm will  soon  reach a
resolution on these charges and expect its stock price to rebound accordingly.

     On the sell side, we reduced  holdings in basic materials  companies as the
dollar  weakened  against  foreign  currencies.  A weaker  dollar  puts  pricing
pressure on domestic companies that must compete with foreign producers. We also
trimmed  our  position  in retail  grocery  stores  when  prices in that  sector
approached fair value.

WHAT IS YOUR OUTLOOK FOR THE COMING YEAR?

     Clearly,  value investing has lagged  significantly during much of the past
five years - a time when  large-cap  growth  stocks have  dominated.  That trend
certainly  continued and even  intensified  this year.  However,  we believe the
value style of investing  will return to favor,  and in the  meantime,  it still
offers meaningful diversification to a growth-oriented portfolio.

[left margin]

"We  believe  the value  style of  investing  will  return to favor,  and in the
meantime,  it  still  offers  meaningful  diversification  to a  growth-oriented
portfolio."

[pie charts - data below]

TYPES OF INVESTMENTS IN  THE PORTFOLIO

AS OF DECEMBER 31, 1998
Temporary Cash Investments     1.4%
Common Stocks                 98.6%

AS OF JUNE 30, 1998
Temporary Cash Investments     2.4%
Common Stocks                 97.6%


8   1-800-345-3533


VP Value--Schedule of Investments
- --------------------------------------------------------------------------------

DECEMBER 31, 1998

Shares                                                          Value
- --------------------------------------------------------------------------------
COMMON STOCKS -- 98.6%
AUTOMOBILES & AUTO PARTS -- 5.2%
                  312,700  Cooper Tire and Rubber Company           $  6,390,806
                  360,300  Superior Industries International, Inc.    10,020,844
                                                                 ---------------
                                                                      16,411,650
                                                                 ---------------
BANKING -- 11.8%
                  152,400  BankAmerica Corp.                           9,163,050
                  168,400  First Virginia Banks, Inc.                  7,914,800
                  338,700  Mercantile Bancorporation Inc.             15,622,538
                   40,700  Regions Financial Corp.                     1,641,991
                   60,300  Summit Bancorp.                             2,634,356
                                                                 ---------------
                                                                      36,976,735
                                                                 ---------------
CHEMICALS & RESINS -- 5.7%
                   79,100  IMC Global Inc.                             1,690,763
                  187,200  Lubrizol Corp.                              4,808,700
                  239,100  Morton International, Inc.                  5,857,950
                  179,400  Nalco Chemical Co.                          5,561,400
                                                                 ---------------
                                                                      17,918,813
                                                                 ---------------
COMMUNICATIONS EQUIPMENT -- 3.2%
                  390,000  Andrew Corp.(1)                             6,459,375
                   96,300  Harris Corp.                                3,526,987
                                                                 ---------------
                                                                       9,986,362
                                                                 ---------------
COMPUTER SOFTWARE & SERVICES -- 2.7%
                  326,700  GTECH Holdings Corp.(1)                     8,371,687
                                                                 ---------------

CONSUMER PRODUCTS -- 2.3%
                  127,900  Whirlpool Corp.                             7,082,463
                                                                 ---------------

DIVERSIFIED COMPANIES -- 1.6%
                   73,000  Minnesota Mining &
                              Manufacturing Co.                        5,192,125
                                                                 ---------------

ELECTRICAL & ELECTRONIC
COMPONENTS -- 1.6%
                  117,000  Littelfuse, Inc.(1)                         2,223,000
                  187,300  Vishay Intertechnology, Inc.                2,715,850
                                                                 ---------------
                                                                       4,938,850
                                                                 ---------------
ENERGY (PRODUCTION & MARKETING) -- 7.1%
                  160,600  Apache Corp.                                4,065,187
                  179,400  Burlington Resources Inc.                   6,424,762
                  101,900  Murphy Oil Corp.                            4,203,375
                  292,600  Seagull Energy Corp.(1)                     1,847,038
                  140,200  Swift Energy Co.(1)                         1,033,975
                   73,800  Ultramar Diamond Shamrock Corp.             1,789,650
                  103,500  Unocal Corp.                                3,020,906
                                                                 ---------------
                                                                      22,384,893
                                                                 ---------------

Shares                                                         Value
- -------------------------------------------------------------------------------
ENERGY (SERVICES) -- 2.3%
                  413,600  Baker Hughes Inc.                        $  7,315,550
                                                                ----------------
ENVIRONMENTAL SERVICES -- 2.8%
                  305,200  Browning-Ferris Industries, Inc.            8,679,125
                                                                ----------------
FINANCIAL SERVICES -- 2.5%
                  244,500  CIT Group Holdings, Inc. (The) Cl A         7,778,156
                                                                ----------------

FOOD & BEVERAGE -- 7.8%
                  474,094  Archer-Daniels-Midland Co.                  8,148,491
                  180,500  Chiquita Brands International, Inc.         1,726,031
                  252,500  Interstate Bakeries Corp.                   6,675,469
                  381,100  Tyson Foods, Inc. Cl A                      8,098,375
                                                                ----------------
                                                                      24,648,366
                                                                ----------------
HEALTHCARE -- 9.7%
                  101,300  Aetna Inc.                                  7,964,712
                  157,200  Beckman Coulter Inc.                        8,528,100
                  337,600  Columbia/HCA Healthcare Corp.               8,355,600
                  153,800  Dentsply International Inc.                 3,941,125
                   56,400  Lab Holdings Inc.                             994,050
                   29,700  Tenet Healthcare Corp.(1)                     779,625
                                                                ----------------
                                                                      30,563,212
                                                                ----------------
INDUSTRIAL EQUIPMENT & MACHINERY -- 1.1%
                   73,000  Tecumseh Products Cl A                      3,389,938
                                                                ----------------

INSURANCE -- 3.8%
                   74,100  Argonaut Group, Inc.                        1,820,081
                   99,700  Berkley (W.R.) Corp.                        3,364,875
                   28,300  Chubb Corp. (The)                           1,835,962
                   78,100  CNA Financial Corp.(1)                      3,143,525
                   41,100  NAC Re Corp.                                1,929,131
                                                                ----------------
                                                                      12,093,574
                                                                ----------------
MACHINERY & EQUIPMENT -- 4.1%
                  162,200  Cooper Industries, Inc.                     7,734,912
                  304,000  Flowserve Corp.                             5,035,000
                                                                ----------------
                                                                      12,769,912
                                                                ----------------
METALS & MINING -- 1.5%
                   44,300  Aluminum Co. of America                     3,303,119
                   76,500  Arch Coal Inc.                              1,310,062
                                                                ----------------
                                                                       4,613,181
                                                                ----------------
PACKAGING & CONTAINERS -- 2.3%
                   19,200  Bemis Co., Inc.                               728,400
                  188,300  Tenneco Inc.                                6,413,969
                                                                ----------------
                                                                       7,142,369
                                                                ----------------
PAPER & FOREST PRODUCTS -- 3.2%
                  102,000  Rayonier, Inc.                              4,685,625
                  199,000  Westvaco Corp.                              5,335,688
                                                                ----------------
                                                                      10,021,313
                                                                ----------------

See Notes to Financial Statements


                                                    www.americancentury.com   9


VP Value--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)

DECEMBER 31, 1998

Shares                                                          Value
- --------------------------------------------------------------------------------
PRINTING & PUBLISHING -- 1.4%
                  165,400  Banta Corp.                              $  4,527,825
                                                                ----------------
RAILROAD -- 2.0%
                  154,600  CSX Corp.                                   6,415,900
                                                                ----------------
RESTAURANTS -- 1.5%
                  209,100  Cracker Barrel Old Country Store, Inc.       4,868,10
                                                                ----------------
RETAIL (GENERAL MERCHANDISE) -- 3.9%
                  166,000  Dillard's Inc. Cl A                         4,710,250
                  159,200  Penney (J.C.) Company, Inc.                 7,462,500
                                                                ----------------
                                                                      12,172,750
                                                                ----------------
RETAIL (SPECIALTY) -- 0.4%
                   77,700  Toys 'R' Us, Inc.(1)                        1,311,188
                                                                ----------------
TEXTILES & APPAREL -- 1.2%
                  273,700  Fruit of the Loom, Inc.(1)                  3,780,481
                                                                ----------------
TOBACCO -- 1.2%
                   47,400  Schweitzer--Mauduit
                              International, Inc.                        731,738
                   89,700  UST Inc.                                    3,128,288
                                                                ----------------
                                                                       3,860,026
                                                                ----------------

Shares                                                         Value
- -------------------------------------------------------------------------------
TRANSPORTATION -- 1.0%
                   76,800  XTRA Corp.                              $  3,177,600
                                                                ----------------
UTILITIES -- 3.7%
                  125,000  Ameren Corp.                               5,335,937
                  169,500  Niagara Mohawk Power Corp.(1)              2,733,188
                   95,400  Sierra Pacific Resources                   3,625,200
                                                                ----------------
                                                                     11,694,325
                                                                ----------------
TOTAL COMMON STOCKS                                                 310,086,478
                                                                ----------------
   (Cost $321,397,107)

  TEMPORARY CASH INVESTMENTS -- 1.4%
       Repurchase Agreement, State Street Boston
              Corp., (U.S. Treasury Securities), in a joint
              trading account at 4.80%, dated 12/31/98,
              due 1/4/99 (Delivery value $4,302,293)                  4,300,000
                                                                ----------------
   (Cost $4,300,000)

TOTAL INVESTMENT SECURITIES -- 100.0%                              $314,386,478
                                                                ================
   (Cost $325,697,107)

NOTES TO SCHEDULE OF INVESTMENTS

(1)  Non-income producing.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  shows  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:

* a list of each investment
* the number of shares of each stock
* the market value of each investment
* the percentage of total investments in each industry
* the percent and dollar breakdown of each investment category

                                               See Notes to Financial Statements


10   1-800-345-3533


Statement of Assets and Liabilities
- --------------------------------------------------------------------------------

DECEMBER 31, 1998
ASSETS

Investment securities, at value
(identified cost of $325,697,107) (Note 3) .................      $ 314,386,478
Cash .......................................................            201,132
Receivable for investments sold ............................          5,808,714
Dividends and interest receivable ..........................            400,583
                                                                  -------------
                                                                    320,796,907
                                                                  -------------
LIABILITIES
Payable for investments purchased ..........................          3,310,764
Payable for capital shares redeemed ........................            597,892
Accrued management fees (Note 2) ...........................            263,460
Payable for directors' fees and expenses ...................                484
                                                                  -------------
                                                                      4,172,600
                                                                  -------------

Net Assets .................................................      $ 316,624,307
                                                                  =============

CAPITAL SHARES, $0.01 PAR VALUE
Authorized .................................................        500,000,000
                                                                  =============
Outstanding ................................................         47,068,888
                                                                  =============
Net Asset Value Per Share ..................................      $        6.73
                                                                  =============

NET ASSETS CONSIST OF:
Capital (par value and paid-in surplus) ....................      $ 302,949,432
Undistributed net investment income ........................          3,177,765
Accumulated undistributed net realized
gain
  from investment transactions .............................         21,807,739
Net unrealized depreciation on investments (Note 3) ........        (11,310,629)
                                                                  -------------
                                                                  $ 316,624,307
                                                                  =============

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF ASSETS AND  LIABILITIES--This  statement details
what the Fund owns (assets),  what it owes (liabilities),  and its net assets as
of the last day of the period.  If you subtract  what the fund owes from what it
owns, you get the fund's net assets.  The net assets divided by the total number
of shares  outstanding  gives you the price of an individual  share,  or the net
asset value per share.

NET ASSETS are also broken down by capital (money invested by shareholders); net
investment income not yet paid to shareholders or net investment losses, if any;
net gains earned on investments  but not yet paid to  shareholders or net losses
on investments (known as realized gains or losses); and finally, gains or losses
on  securities  still owned by the fund  (known as  unrealized  appreciation  or
depreciation).  This  breakdown  tells  you the  value  of net  assets  that are
performance-related,  such as investment  gains or losses,  and the value of net
assets that are not related to performance,  such as shareholder investments and
redemptions.

See Notes to Financial Statements


                                                    www.americancentury.com   11


Statement of Operations

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

YEAR ENDED DECEMBER 31, 1998
INVESTMENT INCOME
Income:
Dividends .......................................................   $ 5,324,273
Interest ........................................................       488,245
                                                                    -----------
                                                                      5,812,518
                                                                    -----------
Expenses (Note 2):
Management fees .................................................     2,623,453
Directors' fees and expenses ....................................         2,525
                                                                    -----------
                                                                      2,625,978
                                                                    -----------
Net investment income ...........................................     3,186,540
                                                                    -----------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 3)
Net realized gain on investments ................................    23,459,587
Change in net unrealized depreciation on investments ............   (17,029,740)
                                                                    -----------
Net realized and unrealized gain on investments .................     6,429,847
                                                                    -----------
Net Increase in Net Assets Resulting from Operations ............   $ 9,616,387
                                                                    ===========

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF  OPERATIONS--This  statement breaks down how the
fund's  net  assets  changed  during  the  period  as a  result  of  the  fund's
operations.  It tells you how much money the fund made or lost after taking into
account income,  fees and expenses,  and investment gains or losses. It does not
include shareholder transactions and distributions.

Fund OPERATIONS include:

* income earned from investments (dividend and interest)
* management fees and other expenses
* gains or losses from selling investments (known as realized gains or losses) 
* gains or losses on current fund holdings (known as unrealized  appreciation or
  depreciation)

                                               See Notes to Financial Statements


12   1-800-345-3533


Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1997 Increase in Net Assets
                                                     1998              1997

OPERATIONS
Net investment income ......................    $   3,186,540     $   1,580,883
Net realized gain on investments ...........       23,459,587        14,824,138
Change in net unrealized appreciation
   (depreciation) on investments ...........      (17,029,740)        4,648,099
                                                -------------     -------------
Net increase in net assets resulting
   from operations .........................        9,616,387        21,053,120
                                                -------------     -------------

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income .................       (1,377,964)         (292,815)
From net realized gains on
   investment transactions .................      (16,451,672)         (458,739)
                                                -------------     -------------
Decrease in net assets
   from distributions ......................      (17,829,636)         (751,554)
                                                -------------     -------------

CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ..................      178,536,583       180,436,404
Proceeds from reinvestment
   of distributions ........................       17,829,636           751,552
Payments for shares redeemed ...............      (59,543,821)      (37,368,227)
                                                -------------     -------------
Net increase in net assets from
   capital share transactions ..............      136,822,398       143,819,729
                                                -------------     -------------
Net increase in net assets .................      128,609,149       164,121,295

NET ASSETS
Beginning of year ..........................      188,015,158        23,893,863
                                                -------------     -------------
End of year ................................    $ 316,624,307     $ 188,015,158
                                                =============     =============
Undistributed net investment income ........    $   3,177,765     $   1,369,189
                                                =============     =============

TRANSACTIONS IN SHARES OF THE FUND
Sold .......................................       26,235,037        28,338,269
Issued in reinvestment of distributions ....        2,558,054           134,355
Redeemed ...................................       (8,855,524)       (5,620,068)
                                                -------------     -------------
Net increase ...............................       19,937,567        22,852,556
                                                =============     =============

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF CHANGES IN NET ASSETS--These statements show how
the fund's net assets  changed over the past two reporting  periods.  It details
how much a fund grew or shrank as a result of:

* operations-a summary of the Statement of Operations from the previous page for
  the most recent period
* distributions-income and gains distributed to shareholders
* capital share transactions-shareholders' purchases, reinvestments, and
  redemptions

Net  assets  at the  beginning  of  the  period  plus  the  sum  of  operations,
distributions  to  shareholders  and capital  share  transactions  result in net
assets at the end of the period.

See Notes to Financial Statements


                                                    www.americancentury.com   13


Notes to Financial Statements
- --------------------------------------------------------------------------------

DECEMBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION  --  American   Century   Variable   Portfolios,   Inc.,  (the
Corporation)  is  registered  under  the  Investment  Company  Act of 1940 as an
open-end diversified  management  investment company.  American Century VP Value
(the  Fund) is one of the six  series of funds  issued by the  Corporation.  The
Fund's investment  objective is long-term capital growth.  Income is a secondary
objective.  The Fund seeks to achieve its  investment  objective by investing in
securities  management  believes to be undervalued at the time of purchase.  The
following  significant  accounting  policies are in  accordance  with  generally
accepted accounting principles.

     SECURITY VALUATIONS -- Portfolio securities traded primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or regulation.  Debt securities not
traded on a  principal  securities  exchange  are  valued  through a  commercial
pricing  service or at the mean of the most  recent bid and asked  prices.  When
valuations  are not readily  available,  securities  are valued at fair value as
determined in accordance with procedures adopted by the Board of Directors.

     SECURITY  TRANSACTIONS -- Security transactions are accounted for as of the
trade date. Net realized gains and losses are determined on the identified  cost
basis, which is also used for federal income tax purposes.

     INVESTMENT  INCOME -- Dividend  income less foreign taxes withheld (if any)
is  recorded  as of the  ex-dividend  date.  Interest  income is recorded on the
accrual basis and includes accretion of discounts and amortization of premiums.

     FUTURES  CONTRACTS -- The Fund may enter into stock index futures contracts
in order to manage the Fund's exposure to changes in market  conditions.  One of
the risks of entering into futures  contracts  includes the possibility that the
changes in value of the contract may not correlate  with the changes in value of
the underlying  securities.  Upon entering into a futures contract,  the Fund is
required to deposit  either cash or  securities  in an amount equal to a certain
percentage  of  the  contract  value  (initial  margin).   Subsequent   payments
(variation  margin)  are made or  received  daily,  in cash,  by the  Fund.  The
variation  margin is equal to the  daily  change  in the  contract  value and is
recorded as an unrealized  gain or loss. The Fund  recognizes a realized gain or
loss when the contract is closed or expires.  Net realized and unrealized  gains
or losses  occurring  during  the  holding  period of  futures  contracts  are a
component of realized gain (loss) on  investments  and  unrealized  appreciation
(depreciation)  on  investments,   respectively.  There  were  no  open  futures
contracts at December 31, 1998.

     REPURCHASE AGREEMENTS -- The Fund may enter into repurchase agreements with
institutions that the Fund's  investment  manager,  American Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost. The Fund requires that the collateral, represented by securities, received
in a  repurchase  transaction  be  transferred  to  the  custodian  in a  manner
sufficient  to enable  the Fund to  obtain  those  securities  in the event of a
default under the repurchase  agreement.  ACIM monitors,  on a daily basis,  the
securities  transferred to ensure the value,  including accrued interest, of the
securities  under each repurchase  agreement is equal to or greater than amounts
owed to the Fund under each repurchase agreement.

     JOINT  TRADING  ACCOUNT -- Pursuant  to an  Exemptive  Order  issued by the
Securities  and  Exchange  Commission,  the Fund,  along with  other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase agreements that are collateralized by U.S.
Treasury or Agency obligations.

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

     DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded
on the  ex-dividend  date.  Distributions  from net  investment  income  and net
realized gains are expected to be declared and paid annually.

     The  character of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These differences  reflect the differing character
of certain income items and net capital gains and losses for financial statement
and tax  purposes  and may  result in  reclassification  among  certain  capital
accounts.

     ADDITIONAL   INFORMATION   --  Funds   Distributor,   Inc.   (FDI)  is  the
Corporation's  distributor.  Certain  officers  of FDI are also  officers of the
Corporation.


14   1-800-345-3533


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)

DECEMBER 31, 1998

2. TRANSACTIONS WITH RELATED PARTIES

     The  shareholders  of the Corporation  approved a new Management  Agreement
with ACIM on November 16, 1998,  effective  November  17,  1998.  The  Agreement
provides the Fund with investment  advisory and management  services in exchange
for a single, unified fee. The Agreement provides that all expenses of the Fund,
except brokerage commissions,  taxes, interest,  expenses of those directors who
are not considered "interested persons" as defined in the Investment Company Act
of 1940 (including  counsel fees) and  extraordinary  expenses,  will be paid by
ACIM.  The fee is computed  daily and paid monthly  based on the Fund's  average
daily closing net assets during the previous month.

     The annualized fee schedule for the Fund is as follows:

     1.00% on the first $500 million 
     0.95% on the next $500 million 
     0.90% thereafter

     Prior to November  17,  1998,  the annual  management  fee for the Fund was
1.00%.

     Certain  officers and directors of the Corporation are also officers and/or
directors,  and,  as a  group,  controlling  stockholders  of  American  Century
Companies,  Inc., the parent of the Corporation's  investment manager, ACIM, and
the Corporation's transfer agent, American Century Services Corporation.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

     Purchases  and  sales  of  investment   securities,   excluding  short-term
investments, totaled $513,627,308 and $397,361,016, respectively.

     As of December  31,  1998,  accumulated  net  unrealized  depreciation  was
$19,743,997,  based on the aggregate cost of investments  for federal income tax
purposes  of  $334,130,475,   which  consisted  of  unrealized  appreciation  of
$8,795,719 and unrealized depreciation of $28,539,716.

- --------------------------------------------------------------------------------
4. BANK LOANS

     Effective  December 18,  1998,  the Fund,  along with  certain  other funds
managed by ACIM,  entered  into an  unsecured  $570,000,000  bank line of credit
agreement with Chase Manhattan.  Borrowings under the agreement bear interest at
the Federal  Funds rate plus 0.40%.  The Fund may borrow money for  temporary or
emergency purposes to fund shareholder redemptions. The Fund did not borrow from
the line during the period ended December 31, 1998.


                                                   www.americancentury.com   15


<TABLE>
<CAPTION>
VP Value--Financial Highlights
- --------------------------------------------------------------------------------

OR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31 (EXCEPT AS NOTED)

                                             1998              1997         1996(1)

PER-SHARE DATA
<S>                                      <C>              <C>            <C>        
Net Asset Value, Beginning of Period ..  $      6.93      $      5.58    $      5.00
                                         -----------      -----------    -----------
Income From Investment Operations
  Net Investment Income ...............         0.08(2)          0.07           0.05
  Net Realized and Unrealized
Gain
     on Investment Transactions .......         0.27             1.37           0.56
                                         -----------      -----------    -----------
  Total From Investment Operations ....         0.35             1.44           0.61
                                         -----------      -----------    -----------
Distributions
  From Net Investment Income ..........        (0.04)           (0.04)         (0.03)
  From Net Realized
Gains
     on Investment Transactions .......        (0.51)           (0.05)          --
                                         -----------      -----------    -----------
  Total Distributions .................        (0.55)           (0.09)         (0.03)
                                         -----------      -----------    -----------
Net Asset Value, End of Period ........  $      6.73      $      6.93    $      5.58
                                         ===========      ===========    ===========
  Total Return(3) .....................         4.81%           26.08%         12.28%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
   to Average Net Assets ..............         1.00%            1.00%          1.00%(4)
Ratio of Net Investment Income
   to Average Net Assets ..............         1.21%            1.60%          1.98%(4)
Portfolio Turnover Rate ...............          158%             138%            49%
Net Assets, End of Period
(in thousands) ........................  $   316,624      $   188,015    $    23,894
</TABLE>

(1) May 1, 1996 (inception) through December 31, 1996.

(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.

- --------------------------------------------------------------------------------
UNDERSTANDNG  THE  FINANCIAL   HIGHLIGHTS--This  page  itemizes  current  period
activity and  statistics and provides  comparison  data for the last five fiscal
years (or less, if the fund is not five years old).

On a per-share basis, it includes:

* share price at the beginning of the period
* investment income and capital gains or losses
* income and capital gains distributions paid to shareholders
* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions
* expense ratio--operating expenses as a percentage of average net assets
* net income ratio--net investment income as a percentage of average net assets
* portfolio  turnover--the  percentage of the portfolio that was replaced during
  the period

                                               See Notes to Financial Statements


16   1-800-345-3533


Independent Auditors' Report
- --------------------------------------------------------------------------------

The Board of Directors and Shareholders,
American Century Variable Portfolios, Inc:

   We have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the schedule of investments, of American Century VP Value (the "Fund")
, one of the funds comprising American Century Variable Portfolios,  Inc., as of
December 31, 1998,  and the related  statement of  operations  for the year then
ended,  the statements of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the three periods in
the period then ended. These financial  statements and the financial  highlights
are the  responsibility  of the  Fund's  management.  Our  responsibility  is to
express an opinion on these  financial  statements and the financial  highlights
based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of securities owned at December
31, 1998 by  correspondence  with the custodian and brokers;  where replies were
not received from brokers, we performed other auditing procedures. An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

   In our opinion,  such financial  statements and financial  highlights present
fairly, in all material respects,  the financial position of American Century VP
Value as of December 31, 1998,  the results of its  operations for the year then
ended,  the  changes  in its net  assets for each of the two years in the period
then ended,  and the financial  highlights for the respective  stated periods in
conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Kansas City, Missouri
February 5, 1999


                                                   www.americancentury.com   17


Proxy Voting Results
- --------------------------------------------------------------------------------

     An annual meeting of shareholders was held on November 16, 1998, to vote on
the following proposals.  All of the proposals received the required majority of
votes and were adopted.

     A summary of voting results is listed below each proposal.

PROPOSAL 1:
     To  elect a Board of  Directors  of nine  members  to hold  office  for the
ensuing year or until their successors are elected and qualified.

     James E. Stowers, Jr.
     For:                             41,738,871
     Withheld:                            94,392

     James E. Stowers III
     For:                             41,719,034
     Withheld:                           114,229

     Thomas A. Brown
     For:                             41,797,723
     Withheld:                            35,540

     Robert W. Doering, M.D.
     For:                             41,783,582
     Withheld:                            49,681

     Andrea C. Hall, Ph.D.
     For:                             41,809,057
     Withheld:                            24,206

     D.D. (Del) Hock
     For:                             41,782,725
     Withheld:                            50,538

     Donald H. Pratt
     For:                             41,809,340
     Withheld:                            23,923

     Lloyd T. Silver, Jr.
     For:                             41,756,111
     Withheld:                            77,152

     M. Jeannine Strandjord
     For:                             41,768,034
     Withheld:                            65,229

PROPOSAL 2:
     To approve a Management Agreement with American Century Investment
Management, Inc.

     For:                             39,137,630
     Against:                            705,463
     Abstain:                          1,990,170

PROPOSAL 3:
     To approve the selection by the Board of Directors of Deloitte & Touche LLP
as independent auditors for the Corporation.

     For:                             39,843,398
     Against:                            438,788
     Abstain:                          1,551,077

PROPOSAL 4:
     To vote on the  adoption of  standardized  investment  limitations  for the
following items:

* Eliminate the fundamental investment limitation concerning diversification of
     investments.

     For:                             38,328,748
     Against:                          1,267,583
     Abstain:                          2,236,932

* Amend the fundamental investment limitation concerning the issuance of senior
     securities.

     For:                             38,340,032
     Against:                          1,250,068
     Abstain:                          2,243,163

* Amend the fundamental investment limitation concerning borrowing.

     For:                             38,310,644
     Against:                          1,279,456
     Abstain:                          2,243,163


18   1-800-345-3533


Proxy Voting Results
- --------------------------------------------------------------------------------
                                                                    (Continued)

* Amend the fundamental investment limitation concerning lending.

     For:                             38,287,357
     Against:                          1,302,743
     Abstain:                          2,243,163

*    Amend  the  fundamental  investment  limitation  concerning  investing  for
     control and concentration of investments in a particular industry.

     For:                             38,332,168
     Against:                          1,264,162
     Abstain:                          2,236,933

* Eliminate the fundamental investment limitation regarding investments in
     illiquid securities.

     For:                             38,324,627
     Against:                          1,271,703
     Abstain:                          2,236,933

* Eliminate the fundamental limitation concerning investment in other investment
     companies.

     For:                             38,345,508
     Against:                          1,250,822
     Abstain:                          2,236,933

* Amend the fundamental investment limitation concerning investments in real
     estate.

     For:                             38,351,862
     Against:                          1,244,468
     Abstain:                          2,236,933

* Amend the fundamental investment limitation concerning underwriting.

     For:                             38,351,992
     Against:                          1,244,338
     Abstain:                          2,236,933

* Amend the fundamental investment limitation concerning commodities.

     For:                             38,313,801
     Against:                          1,282,529
     Abstain:                          2,236,933

* Eliminate the fundamental  limitation  concerning  investments in issuers with
less than three years of continuous operations.

     For:                             38,337,648
     Against:                          1,258,682
     Abstain:                          2,236,933

* Eliminate the fundamental limitation concerning short sales, margin purchases,
and options.

     For:                             38,324,617
     Against:                          1,271,713
     Abstain:                          2,236,933


                                                   www.americancentury.com   19


Background Information
- --------------------------------------------------------------------------------

INVESTMENT PHILOSOPHY AND POLICIES

     Conservative  investment  practices are the hallmark of American  Century's
Variable  Portfolios  funds.  Broad  diversification  across many  industries is
stressed to reduce the impact of one sector on fund performance.  The management
team also looks for dividend  yield,  since dividend  income can help offset the
impact of market downturns on fund performance.

     VP VALUE'S investment objective is long-term capital growth, with income as
a secondary objective. To achieve this objective, the fund invests in the equity
securities  of  well-established  businesses  that the  fund's  management  team
believes are temporarily undervalued.  This is determined by comparing a stock's
share price with key financial measures,  including  earnings,  book value, cash
flow and  dividends.  If the stock's price relative to these measures is low and
the  company's  balance  sheet is  solid,  its  securities  are  candidates  for
purchase.  The  management  team may  secondarily  look for income  when  making
portfolio selections.


COMPARATIVE INDICES

     The indices  listed  below are used in the report to serve as a  comparison
for the performance of the fund. They are not investment  products available for
purchase.

     The S&P 500 index is a  capitalization-weighted  index of the stocks of 500
publicly  traded  U.S.  companies  that are  considered  to be leading  firms in
leading industries.  Created by the Standard & Poor's Corporation,  the index is
viewed as a broad measure of U.S. stock performance.

     The S&P 500/BARRA VALUE index is a capitalization-weighted index consisting
of S&P 500 stocks that have lower price/book ratios and, in general, share other
characteristics associated with value stocks.

     The S&P MIDCAP 400 index is a  capitalization-weighted  index of the stocks
of the 400 largest leading U.S companies not included in the S&P 500. Created by
Standard & Poor's Corporation,  it is considered to represent the performance of
mid-cap stocks generally.

     The  RUSSELL  2000  INDEX was  created  by the Frank  Russell  Company.  It
measures  the   performance   of  the  2,000   smallest  of  the  3,000  largest
publicly-traded U.S. companies based on total market capitalization. The Russell
2000 represents  approximately 10% of the total market capitalization of the top
3,000 companies. The average market capitalization of the index is approximately
$420 million.

[left margin]

PORTFOLIO MANAGER
VP VALUE
     PHIL DAVIDSON


20  1-800-345-3533


Glossary
- --------------------------------------------------------------------------------

RETURNS

* TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal year-by-year total returns,  please refer to the "Financial
Highlights" on page 16.

INVESTMENT TERMS

* MEDIAN  MARKET  CAPITALIZATION  -- Market  capitalization  (market cap) is the
total value of a company's  stock and is calculated by multiplying the number of
outstanding  common shares by the current share price.  The company whose market
cap is in the  middle  of the  portfolio  is the  median  market  cap.  Half the
companies in the portfolio  have values  greater than the median,  and half have
values that are less. If there is an even number of  companies,  then the median
is the average of the two companies in the middle.

* NUMBER OF COMPANIES -- the number of different  companies  held by a fund on a
given date.

* PORTFOLIO TURNOVER -- the percentage of a fund's investment  portfolio that is
replaced during a given time period, usually a year. Actively managed portfolios
tend to have higher  turnover than passively  managed  portfolios  such as index
funds.

*  PRICE/BOOK  RATIO -- a stock  value  measurement  calculated  by  dividing  a
company's stock price by its book value per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Book value per share is calculated by
subtracting a company's liabilities from its assets, then dividing that value by
the number of outstanding shares.)

* PRICE/EARNINGS (P/E) RATIO -- a stock value measurement calculated by dividing
a company's stock price by its earnings per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Earnings  per share is  calculated by
dividing the after-tax earnings of a corporation by its outstanding shares.)

TYPES OF STOCKS

*  BLUE-CHIP  STOCKS -- stocks of the most  established  companies  in  American
industry.   They  are  generally  large,   fairly  stable  companies  that  have
demonstrated consistent earnings and usually have long-term growth potential.
Examples include General Electric and Coca-Cola.

* CYCLICAL STOCKS -- generally  considered to be stocks whose price and earnings
fluctuations  tend to follow the ups and downs of the business  cycle.  Examples
include the stocks of  automobile  manufacturers,  steel  producers  and textile
operators.

* GROWTH  STOCKS --  stocks of  companies  that have  experienced  above-average
earnings  growth and are expected to continue  such  growth.  These stocks often
sell at  high  P/E  ratios.  Examples  can  include  the  stocks  of  high-tech,
healthcare and consumer staples companies.

* LARGE-CAPITALIZATION ("LARGE-CAP") STOCKS -- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of more than $5  billion.  These tend to be the stocks  that
make up the Dow Jones Industrial Average and the S&P 500.

*  MEDIUM-CAPITALIZATION  ("MID-CAP") STOCKS --generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of between $1 billion and $5  billion.  These tend to be the
stocks that make up the S&P 400.

* SMALL-CAPITALIZATION ("SMALL-CAP") STOCKS -- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of less than $1  billion.  These tend to be the stocks  that
make up the Russell 2000 Index.

* VALUE STOCKS -- generally  considered to be stocks that are purchased  because
they are relatively inexpensive. These stocks are typically characterized by low
P/E ratios.


                                                   www.americancentury.com   21


Notes
- --------------------------------------------------------------------------------


22   1-800-345-3533


Notes
- --------------------------------------------------------------------------------


                                                   www.americancentury.com   23


Notes
- --------------------------------------------------------------------------------


24   1-800-345-3533


[inside back cover]

AMERICAN CENTURY FUNDS
- -------------------------------------------------------------------------------

BENHAM GROUP(reg.sm)
TAXABLE BOND FUNDS
       U.S. TREASURY & GOVERNMENT
       Short-Term Treasury
       Short-Term Government
       GNMA
       Intermediate-Term Treasury
       Long-Term Treasury
       Inflation-Adjusted Treasury
       Target Maturities Trust: 2000
       Target Maturities Trust: 2005
       Target Maturities Trust: 2010
       Target Maturities Trust: 2015
       Target Maturities Trust: 2020
       Target Maturities Trust: 2025

CORPORATE & DIVERSIFIED
       Limited-Term Bond
       Intermediate-Term Bond
       Bond
       Premium Bond
       High-Yield Bond

INTERNATIONAL
       International Bond

TAX-FREE & MUNICIPAL BOND FUNDS
MULTIPLE-STATE
       Limited-Term Tax-Free
       Intermediate-Term Tax-Free
       Long-Term Tax-Free
       High-Yield Municipal

SINGLE-STATE
       Arizona Intermediate-Term Municipal
       California High-Yield Municipal
       California Insured Tax-Free
       California Intermediate-Term Tax-Free
       California Limited-Term Tax-Free
       California Long-Term Tax-Free
       Florida Intermediate-Term Municipal

MONEY MARKET FUNDS
TAXABLE
       Capital Preservation
       Government Agency Money Market
       Premium Capital Reserve
       Premium Government Reserve
       Prime Money Market

TAX-FREE & MUNICIPAL
       California Municipal Money Market
       California Tax-Free Money Market
       Florida Municipal Money Market
       Tax-Free Money Market

AMERICAN CENTURY(reg.sm) GROUP
       ASSET ALLOCATION
       Strategic Allocation: Conservative
       Strategic Allocation: Moderate
       Strategic Allocation: Aggressive

BALANCED
       Balanced

CONSERVATIVE EQUITY
       Income and Growth
       Equity Income Value Equity Growth

SPECIALTY
       Utilities
       Real Estate
       Global Natural Resources
       Global Gold

SMALL CAP
       Small Cap Quantitative
       Small Cap Value

TWENTIETH CENTURY GROUP
GROWTH
       Select
       Heritage
       Growth
       Ultra

AGGRESSIVE GROWTH
       Vista
       Giftrust
       New Opportunities

INTERNATIONAL GROWTH
       International Growth
       International Discovery
       Emerging Markets

GLOBAL
       Global Growth

Please call for a prospectus  or profile on any  American  Century  fund.  These
documents contain important information including charges and expenses,  and you
should read them carefully before you invest or send money.

[right margin]

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


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

INVESTOR SERVICES:
1-800-345-3533

AUTOMATED INFORMATION LINE:
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-345-1833 OR 816-444-3485

FAX: 816-340-4360

INTERNET: WWW.AMERICANCENTURY.COM

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

INVESTMENT MANAGER
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
KANSAS CITY, MISSOURI

THIS REPORT AND THE STATEMENTS IT CONTAINS ARE SUBMITTED FOR THE GENERAL
INFORMATION  OF OUR SHAREHOLDERS. THE REPORT IS NOT  AUTHORIZED FOR DISTRIBUTION
TO PROSPECTIVE INVESTORS UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE
PROSPECTUS.

FUNDS DISTRIBUTOR, INC.
(c) 1999 AMERICAN CENTURY SERVICES CORPORATION


[back cover]

American Century Investments                                     BULK RATE
P.O. Box 419385                                              U.S. POSTAGE PAID
Kansas City, MO 64141-6385                                   AMERICAN CENTURY
www.americancentury.com                                          COMPANIES

9902                                                   Funds Distributor, Inc.
SH-BKT-15056                     (c)1999 American Century Services Corporation
<PAGE>
[front cover]
                                                              December 31, 1998
ANNUAL REPORT

AMERICAN CENTURY
VARIABLE PORTFOLIOS

                              [graphic of stairs]

VARIABLE INSURANCE FUNDS
VP International

                                              [american century logo (reg. sm)]
                                                                       AMERICAN
                                                                        CENTURY


[inside front cover]

Variable Portfolios
VP International
- -----------------------------


Our Message to You

/photo of James E. Stowers III, seated, with James E. Stowers, Jr./
James E. Stowers III, seated, with James E. Stowers, Jr.

     The twelve months ended December 31, 1998, was an eventful period in global
equity markets.  Weakening financial  conditions brought on by problems in Asia,
Russia,  and Latin  America  threatened  to apply the brakes to global  economic
growth.  This led to significant  stock market volatility and a dramatic decline
in interest rates in industrialized  countries. Once again, the more-established
markets of Europe outperformed the less-established emerging markets.

     VP  International  performed  well  in  this  difficult  environment.   Our
disciplined  focus on  earnings  growth  continued  to direct our  international
investment  team toward  companies with strong  competitive  prospects in stable
markets.

     Even in the uncertain markets of emerging  economies,  our team was able to
find  individual  companies that we believe have  sustainable  earnings  growth.
Stock in these  companies  was often  available at very  attractive  prices.  We
believe VP International is  well-positioned  to participate as emerging markets
recover.

     The  psychology  of many  international  investors is still very  skittish,
however.  Given the gains in both foreign and domestic  equity  markets over the
last several years, it is understandable  that  investors--especially  those who
are new to foreign markets--might find the broad price swings we've seen in 1998
fairly stressful. In our experience,  these fluctuations are an inevitable, even
necessary,  part of the investment process. They often set the stage for further
advances. But whatever a market's direction, it does not pay to get caught up in
its excesses,  whether overly optimistic or overly  pessimistic.  If you have an
investment  plan,  stay with it. If you don't have a plan,  this might be a good
time to develop one.

     Turning to the corporate  front, a situation we've been watching closely is
preparation  of the  world's  computer  systems  for the year 2000.  At American
Century, we're devoting substantial resources to this endeavor. Throughout 1999,
our technology  team will be extensively  testing our systems,  including  those
involved with fund performance and dividend payments.

     As we close 1998, the year that marks our 40th  anniversary,  we appreciate
your confidence in American  Century.  Please share with us the belief that "The
Best is Yet to Be."

Sincerely,

/s/James E. Stowers, Jr.                    /s/ James E. Stowers III
James E. Stowers, Jr.                       James E. Stowers III
Chairman of the Board and Founder           Chief Executive Officer


[right margin]

Table of Contents
   Report Highlights ............   2
   Market Perspective ...........   3
VP INTERNATIONAL
   Performance Information ......   5
   Management Q&A ...............   6
      Portfolio at a Glance .....   6
      Top Ten Holdings ..........   7
      Top Five Industries .......   7
      Types of Investments ......   8
      Investments by Country ....   8
   Schedule of Investments ......   9
   Financial Highlights .........  18
FINANCIAL STATEMENTS
   Statement of Assets and
   Liabilities ..................  13
   Statement of Operations ......  14
   Statements of Changes
   in Net Assets ................  15
   Notes to Financial
   Statements ...................  16
   Independant Auditors'
   Report .......................  19
   Proxy Voting Results .........  20
OTHER INFORMATION
   Background Information
      Investment Philosophy and
   Policies .....................  22
      How Currency Returns Affect
   Fund Performance .............  22
      Comparative Indices .......  22
      Portfolio Managers ........  22
   Glossary .....................  23


                                                www.americancentury.com     1


Report Highlights
- --------------------------------------------------------------------------------

MARKET PERSPECTIVE

*    During  1998,   financial  markets  in  emerging  economies   continued  to
     underperform.  However,  equity markets of large,  mature foreign economies
     tended to track our domestic markets. After gaining 16.3% from January 1 to
     July 31, the Standard & Poor's 500 Index lost 14.56%  during August as fear
     returned  to the  marketplace.  The Morgan  Stanley  Capital  International
     Europe, Australasia, Far East Index (EAFE), which is a broad representative
     of world  markets  outside the U.S.  and Latin  America,  peaked in July as
     well, and was down almost 15% at the end of September. EAFE bounced back in
     the final  months  of the year and  finished  1998  with a healthy  gain of
     20.00%.

*    Unprecedented efforts by the International Money Fund (IMF) and governments
     in Europe,  the  Americas and Asia to bail out their  flagging  competitors
     were,  as well,  attempts  to keep the global  consumer  base  intact.  But
     despite huge loans to the troubled Asian,  Russian and Brazilian economies,
     Europe  and the  United  States  still  appeared  vulnerable  to the "Asian
     contagion."  The United Kingdom did, in fact,  slip into a recession,  even
     though it reduced rates and is benefiting  from  declining  interest  rates
     throughout  Europe.  It is still  uncertain  how  much  effect  these  rate
     reductions will have.

*    On a global basis, we have  overcapacity  in many markets,  particularly in
     commodities such as basic  foodstuffs,  steel,  petrochemicals  and energy.
     This  situation has  eliminated  pricing  flexibility  in the  marketplace,
     pressuring  corporate  earnings,   but  also  contributing  to  the  lowest
     inflation in three decades.  At some point,  overcapacity will dissipate as
     the world's  depressed  economies  begin to grow again.  But in the current
     environment,  deflation remains a threat and countries, including the U.S.,
     may be tempted to fall into the trap of protectionism.

VP INTERNATIONAL

*    VP  International  posted a healthy  return for the year ended December 31,
     1998, but slightly underperformed its benchmark, the Morgan Stanley Capital
     International EAFE Index.

*    Fund performance benefited from holdings in pharmaceutical companies, banks
     and  financial  services  firms,  machinery and  equipment  companies,  and
     software and insurance firms. Many of these  top-performing  companies were
     located in Europe.

*    Other  top-performers  included  communications-related   companies  Nokia,
     Vodafone  Group,  Telefonica SA and Telecom  Italia SPA. All are benefiting
     from the rapid  expansion  of and  demand for  telecommunications  services
     taking place across Europe.

*    VP  International's  worst-performing  sectors for the year were electronic
     components, autos and auto parts businesses,  airlines, and energy services
     and exploration companies.

[left margin]

"Unprecedented  efforts by the International Money Fund (IMF) and governments in
Europe,  the Americas and Asia to bail out their flagging  competitors  were, as
well, attempts to keep the global consumer base intact."

            VP INTERNATIONAL
TOTAL RETURNS:           AS OF 12/31/98
    6 Months                     -5.22%*
    1 Year                       18.76%

NET ASSETS:              $419.0 million
INCEPTION DATE:                  5/1/94

* Not annualized.

Investment terms are defined in the Glossary on page 23.


2        1-800-345-3533


Market Perspective from Robert C. Puff, Jr.
- --------------------------------------------------------------------------------
/photo of Robert C. Puff, Junior/

Robert C. Puff, Jr., Chief Investment Officer of American Century Investment
Management

HOW THE MARKETS PERFORMED

     During our international funds' fiscal year, which ended December 31, 1998,
financial markets in emerging economies continued to underperform.  However, the
equity markets of large,  mature foreign  economies tended to track our domestic
markets.  The S&P 500 Index,  a  benchmark  for large  stocks here in the United
States,  peaked July 17 and then dropped nearly 20% over the next six weeks. The
Morgan Stanley Capital International Europe, Australasia, Far East Index (EAFE),
which is a broad  representative  of world  markets  outside the U.S.  and Latin
America,  peaked  in  July  as  well,  and  was  down  almost  20% at the end of
September.

     EAFE bounced back in the final months of the year and finished  1998 with a
healthy gain of 20.00%.  Foreign markets were faced with substantial  volatility
this year, but EAFE was buoyed by European markets, which rallied along with the
U.S. The chart on this page provides results from the various regions.

PUSHING ON A STRING

     One irony of global commerce is that  competitors  are also  customers.  In
fact,  unprecedented  efforts  by the  International  Monetary  Fund  (IMF)  and
governments  in  Europe,  the  Americas,  and  Asia to bail out  their  flagging
competitors were, as well,  attempts to keep the global consumer base intact. By
lending  generously  to  their  global  neighbors,  healthy  economies  hoped to
inoculate  themselves  against the Asian,  and later the Russian and  Brazilian,
"flu."

     Despite  huge  loans to these  troubled  economies,  Europe  and the United
States still appeared  vulnerable to the "Asian  contagion."  The United Kingdom
did, in fact, slip into a recession,  even though it reduced  interest rates and
is benefiting from the orchestrated  decline of rates throughout  Europe,  where
the  European  Monetary  Union kicked off on January 1, 1999.  In the U.S.,  the
Federal  Reserve Board lowered rates three times  beginning  September 30 -- its
first such moves since 1995 -- and many foreign markets rallied as a result. But
it is still uncertain how much effect these rate reductions will have.

     There  appears  to  be  too  much  of  almost   everything  in  the  global
marketplace.  For example,  the global  production  capacity for  automobiles is
roughly 28-29  million per year, or about 50% higher than demand.  Much the same
is true for key commodities,  including basic foodstuffs, steel, petrochemicals,
and energy. Too much manufacturing  capacity,  combined with global competition,
has eliminated  pricing  flexibility from the marketplace and contributed to low
inflation  worldwide.  Lower interest  rates may help the  situation,  but it is
questionable  whether  or not they will  have much  impact on demand in the near
future.

[right margin]

"Too  much  manufacturing  capacity,  combined  with  global  competition,   has
eliminated  pricing  flexibility  from the  marketplace  and  contributed to low
inflation worldwide."

MARKET RETURNS
For the year ended December 31, 1998

MSCI EUROPE         28.53%
MSCI FAR EAST        2.39%
S&P 500             28.68%

Source: Lipper, Inc.

[mountain chart data below]

MARKET PERFORMANCE
For the year ended December 31, 1998

           S&P 500 Index      MSCI Europe Index    MSCI Far East Index
12/31/97        $1.00               $1.00                 $1.00
 1/31/98        $1.01               $1.04                 $1.05
 2/28/98        $1.08               $1.12                 $1.09
 3/31/98        $1.14               $1.20                 $1.03
 4/30/98        $1.15               $1.23                 $1.01
 5/31/98        $1.13               $1.25                 $0.94
 6/30/98        $1.18               $1.27                 $0.94
 7/31/98        $1.16               $1.29                 $0.92
 8/31/98        $1.00               $1.13                 $0.81
 9/30/98        $1.06               $1.08                 $0.80
10/31/98        $1.15               $1.17                 $0.95
11/30/98        $1.22               $1.23                 $0.99
12/31/98        $1.29               $1.29                 $1.02


                                               www.americancentury.com        3


Market Perspective from Robert C. Puff, Jr.
- --------------------------------------------------------------------------------
                                                                     (Continued)

     Lowering  rates at this stage is, in effect,  like pushing on a string.  In
mature  economies,  many consumers already have all they need; lower rates won't
necessarily induce them to buy more.

     At some  point,  of course,  overcapacity  will  dissipate  as the  world's
depressed  economies begin to grow again.  There are already signs, for example,
of a more responsible  approach to the Japanese banking and economic crises,  as
well as indications of renewed growth in Korea and Thailand.  But in the current
environment,  deflation  remains a threat,  and countries,  including the United
States,   may  be  tempted  to  fall  into  the  trap  of  protectionism.   U.S.
manufacturers  have already  petitioned for tariffs to counteract the dumping of
steel and wheat by  foreign  producers.  Globally,  trade  with Asia is  largely
one-way;  ships  arrive full from the Far East,  but travel  empty on the return
trip. For now, most Asian consumers aren't buying.

CONVERGENCE

     In many  respects,  global  citizens have more and more in common with each
other  and  are  more  economically  convergent.  More of the  world's  economic
activities are orchestrated,  as evidenced in the current crises,  where larger,
more-established  governments  stepped in to provide  loans to ailing  financial
systems.  Before it defaulted on its debt,  even Russia  borrowed money from the
IMF and Japan.

     There is, as well, a bipartisan effort on the part of Europe and the United
States to help solve Japan's economic problems so that Asia in turn can recover.
Many Japanese banks are buried under  non-performing  loans,  many of which were
taken out over a decade ago to  purchase  real  estate  and  stocks at  inflated
prices.  The Japanese  government has been subsidizing these loan portfolios for
years, which has served to prolong the country's recession. The Japanese tend to
respond  gradually,  however,  so it probably  will still take time to get their
economy  moving again.  Japan's recent tax cuts and its efforts to stabilize the
banking system are steps in the right direction.

A NEW DISCIPLINE IN EUROPE

     The  European  Monetary  Union  brings  together an unusual  collection  of
countries.  Only a few years ago, Italian inflation was in double digits,  while
German tax rates were so high that  companies  were loath to show a profit.  Now
merger and  acquisition  activity in Europe is rolling  right along as companies
seek to broaden their base,  take  advantage of economies of scale,  and compete
globally. The environment is similar to that of the U.S. in the late '80s.

     Europe   is   also   the    headquarters    of   some    unique    industry
franchises--high-quality  companies  with products and market share  unavailable
here in the  U.S.  Two  examples  are  Daimler-Chrysler  and SAP,  the  premiere
provider of business  management  software.  Not so long ago it was difficult to
buy stock in European companies of this quality. Now it is relatively easy.

     From that perspective, economic convergence is a highly desirable trend.

[left margin]

"At some point, of course,  overcapacity will dissipate as the world's depressed
economies begin to grow again."

"In many respects,  global citizens have more and more in common with each other
and are more economically convergent."


4        1-800-345-3533


VP International--Performance
- --------------------------------------------------------------------------------

TOTAL RETURNS AS OF DECEMBER 31, 1998

                    VP INTERNATIONAL       MSCI EAFE(reg.tm) INDEX      S&P 500

6 MONTHS(1) .........    -5.22%                     3.51%                  9.37%
1 YEAR ..............    18.76%                    20.00%                 28.68%
- --------------------------------------------------------------------------------
AVERAGE ANNUAL RETURNS
3 YEARS .............    17.21%                     9.00%                 28.17%
LIFE OF FUND(2) .....    12.30%                     8.11%                 26.65%

(1) Returns for periods less than one year are not annualized.

(2) The fund's inception date was 5/1/94.

See pages 22 and 23 for information about the indices and returns

[mountain chart data below]

GROWTH OF $10,000 OVER LIFE OF FUND
Value on 12/31/98
S&P 500               $30,030
VP International      $17,182
MSCI EAFE             $13,843

           VP International    MSCI EAFE       S&P 500
5/1/94         $10,000          $10,000        $10,000
6/30/94         $9,780          $10,083         $9,915
9/30/94        $10,100          $10,093        $10,399
12/31/94        $9,500           $9,990        $10,397
3/31/95         $9,299          $10,176        $11,408
6/30/95         $9,880          $10,250        $12,496
9/30/95        $10,360          $10,678        $13,488
12/31/95       $10,660          $11,110        $14,300
3/31/96        $10,920          $11,431        $15,068
6/30/96        $11,439          $11,612        $15,743
9/30/96        $11,521          $11,597        $16,229
12/31/96       $12,197          $11,781        $17,581
3/31/97        $12,841          $11,596        $18,054
6/30/97        $14,491          $13,101        $21,202
9/30/97        $15,020          $13,010        $22,791
12/31/97       $14,470          $11,991        $23,445
3/31/98        $17,048          $13,755        $26,713
6/30/98        $18,131          $13,901        $27,600
9/30/98        $14,817          $11,925        $24,862
12/31/98       $17,182          $13,843        $30,030

The chart at left  shows the  growth of a $10,000  investment  in the fund since
inception, while the chart below shows the fund's year-by-year performance.  The
MSCI  EAFE(reg.tm)  Index  and the S&P 500 are  provided  for  comparison.  Past
performance does not guarantee future results.  Investment  return and principal
value will  fluctuate,  and  redemption  value may be more or less than original
cost. VP International's returns include operating expenses (such as transaction
costs and management fees) that reduce returns, while the returns of the indices
do not.

[bar chart - data below]

ONE-YEAR RETURNS OVER LIFE OF FUND (PERIODS ENDED DECEMBER 31)

           VP Int'l   MSCI EAFE Index
Date        Return        Return     
12/31/94*   -5.00         -0.10
12/31/95    12.21         11.21
12/31/96    14.41          6.05
12/31/97    18.63          1.78
12/31/98    18.76         20.00

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


                                                www.americancentury.com        5


VP International--Q&A
- --------------------------------------------------------------------------------
/photograph of Mark Kopinski and Henrik Strabo/
Mark  Kopinski and Henrik  Strabo,  portfolio  managers on the VP  International
team.

     An interview  with Henrik Strabo and Mark Kopinski,  portfolio  managers on
the VP International team.

HOW DID VP INTERNATIONAL PERFORM DURING ITS FISCAL YEAR?

     VP  International  posted a 18.76%  return for the year ended  December 31,
1998,  a year that proved to be one of the most  volatile  periods on record for
global equity markets. VP International's  benchmark, the Morgan Stanley Capital
International EAFE Index (EAFE), gained 20.00%.

     Although we are pleased that VP International produced such strong relative
performance,  we  wish to  stress  that we use the  EAFE  Index  only to  relate
investment performance to a publicly available index. The EAFE Index serves as a
proxy  for  the  performance  of  the  largest  capitalization  companies  in 20
countries. Because we use a bottom-up style, evaluating individual companies, we
tend to own a number of stocks that are not  represented  in EAFE.  As a result,
the fund's performance may or may not resemble that of the index.

WHAT FACTORS INFLUENCED PERFORMANCE  IN 1998?

     This  year  has  been one of the most  turbulent  ever  for  foreign  stock
investments.  The fertile  investment  environment  and healthy  gains in growth
stocks  during the first half of the year turned  negative in the summer of 1998
and gathered steam in the fall.  This was followed by a gradual  recovery during
the final quarter of the year.

     The collapse of the Russian economy and the worst Japanese  recession since
World War II roiled world  markets.  The  situation  was  compounded by concerns
about Brazil, where economic  uncertainty  threatened to spread throughout Latin
America.  Market psychology was further dampened by the near collapse of a major
global hedge fund,  increasing the fear of instability  throughout the financial
system.

     The third calendar quarter was the worst in eight years for the EAFE Index.
Price swings in market  averages  were often  irrational  and driven more by the
sudden illiquidity and uncertainty of the markets than by fundamentals.

     During the last two years,  our discipline  led us to many rapidly  growing
European companies.  The portfolio was structured to take full advantage of this
and we were able to invest in  numerous  companies  with  growing  earnings  and
revenues. For most of the year, European markets performed exceptionally well.

     As market conditions deteriorated  worldwide,  Europe experienced a painful
sell-off; liquidity all but dried up for a time. We were not well positioned for
the movement  against  European growth stocks and our performance  suffered as a
result.

[left margin]

"This year has been  one of the most  turbulent ever  for foreign stock
investments."

PORTFOLIO AT A GLANCE
                                            12/31/98          12/31/97
NO. OF COMPANIES                              146                117
MEDIAN AVERAGE MARKET CAPITALIZATION     $7.26 BILLION      $5.51 BILLION
PORTFOLIO TURNOVER                            181%               173%

Investment terms are defined in the Glossary on page 23.


6        1-800-345-3533


VP International--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

     Global  equity  markets have since  stabilized  and have started to make up
some of the  ground  lost  during  the  summer  downturn.  We believe a sense of
balance has returned to many of these  markets.  We are building on these events
to make refinements in the portfolio, which we will explain later.

WHICH INDUSTRIES OR STOCKS CONTRIBUTED TO VP INTERNATIONAL'S PERFORMANCE?

     We found earnings growth in several  industry groups,  including  financial
services,  pharmaceuticals,  banking,  machinery  and  equipment,  software  and
insurance  companies.  Many of the  individual  companies  in these  groups were
located in Europe.

     Characteristic of a new style of corporate management emerging in Europe is
Vivendi.  This was formerly a state-run French water utility, but new management
transformed   the  company  into  a  broad-based   communications,   publishing,
multimedia and construction conglomerate.  The company recently acquired Cendant
Software,  one of the world's leading  producers of computer games and education
software.

     Vivendi has much in common with Mannesmann AG, one of our largest  holdings
and best-performing stocks.  Mannesmann,  a German telecom and engineering firm,
is one of the leading  providers  of cellular  telephone  service in Germany and
other parts of Europe.

     The competitive environment in the European  telecommunications industry is
changing rapidly.  Mannesmann is a principal  provider of alternative access and
is pushing  ahead in its  efforts  to become a leading  provider  of  electronic
commerce   services  and   high-speed   data   communications.   The   company's
telecommunications unit posted 38% sales growth in the first nine months of 1998
and its  customer  base  is  growing  rapidly.  Mannesmann  is one of the  first
companies  to compete  with  Deutsche  Telekom AG, the former  German  telephone
monopoly, in the field of local networks.

     We also had  success  with  several  other  communications-related  stocks,
including Nokia, Vodafone Group, Telefonica SA and Telecom Italia SPA.

     Nokia,  a Finnish  company,  continues to confound the  skeptics.  Reported
earnings growth is always well above target rates,  despite the market's general
disbelief  in rapid  and  higher  cellular  phone  market  penetration.  Nokia's
earnings  have  been  buoyed  by  high  demand  for  its   innovative   wireless
communications  equipment  and the company  has been  especially  successful  at
winning market share in the handset arena. The other companies in this group are
cellular  network  providers,  which are benefiting  from rising rates of market
penetration.

WHICH OTHER INDUSTRIES ADDED TO RETURNS?

     Financial services,  insurance, and banking stocks combine to represent the
second-largest  industry group in the portfolio.  Julius Baer Holding AG and AXA
UAP were  some of our  better-performing  bank and  financial  stocks.  Earnings
growth is  increasingly  evident in companies  engaged in asset  management  and
banking.  Pension reform and Europe's changing attitude toward the investment of
personal  savings,  with an  increasing  appetite for  equities,  has lifted the
performance of several asset-management firms or the asset-management  divisions
within  much  larger  financial  services   organizations.   We  believe  growth
possibilities  in Europe remain healthy for these companies given the upsurge in
deregulation and the start of the European Monetary Union in 1999.

[right margin]

TOP TEN HOLDINGS
                                             % OF FUND INVESTMENTS
                                            AS OF               AS OF
                                           12/31/98            6/30/98
NOVARTIS AG                                  2.3%                0.8%
VIVENDI                                      2.3%                2.0%
MANNESMANN AG                                2.2%                2.5%
AXA-UAP                                      1.8%                0.9%
PINAULT-PRINTEMPS-REDOUTE SA                 1.6%                1.1%
NOKIA CORP. CL A ADR                         1.6%                0.6%
JULIUS BAER HOLDING AG                       1.5%                2.3%
TELE DANMARK A/S                             1.5%                1.0%
HENNES & MAURITZ AB CL B                     1.4%                1.2%
UBS AG                                       1.4%                1.5%

TOP FIVE INDUSTRIES
                                              % OF FUND INVESTMENTS
                                            AS OF               AS OF
                                           12/31/98            6/30/98
TELEPHONE COMMUNICATIONS                    13.7%               11.3%
FINANCIAL SERVICES                           9.6%               12.6%
PHARMACEUTICALS                              6.0%                3.5%
BANKING                                      5.9%                7.7%
INSURANCE                                    5.6%                4.0%


                                                www.americancentury.com        7


VP International--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

     During  the market  downturn,  pharmaceutical  companies  tended to perform
better than many other groups.  Novartis  remains a workhorse within the broader
portfolio  and  continues  to be one of our  best-performing  stocks.  The Swiss
pharmaceutical giant formed by the merger of Sandoz and Ciba has produced steady
earnings growth and has an attractive product pipeline.  It continues to realize
cost savings and economies from the merger.

WHICH INDUSTRIES OR STOCKS DAMPENED PERFORMANCE?

     VP International's worst performing industries for the year were chemicals,
electronic  components,  autos and auto parts, airlines, and energy services. In
most  cases,  the   underperforming   companies  simply   experienced   earnings
disappointments.  These included  Alcatel and KLM Royal Dutch  Airlines.  Energy
services companies underperformed this year as commodity prices skidded. Several
energy-related companies were reduced or eliminated when it became apparent that
oil prices were headed lower with slim prospects for a near-term recovery.

     In any  portfolio,  there will be winners  and  losers.  By  following  our
disciplined  style of focusing on companies whose earnings are growing,  we were
able to  minimize  the  damage  from  underperforming  stocks.  Performance  was
hindered  primarily  by companies  that  experienced  earnings  disappointments,
including Shiseido, Acatel, Electrolux AB and Next PLC.

DID YOU  MAKE ANY  SIGNIFICANT  CHANGES  TO THE  PORTFOLIO  DURING  THE LAST SIX
MONTHS?

     VP  International   was  hard  hit  during  the  downturn  because  of  its
concentrations in specific  industries and regions. We became somewhat defensive
when the markets  grew  increasingly  volatile in the summer and  broadened  the
portfolio  accordingly.  When the  environment  began to stabilize,  we added to
positions  in  some  of  our  longer-term  winners,  such  as  Nokia,  Novartis,
Mannesmann, Vodaphone, and Vivendi, all of which moved higher.

     Heading into the third-quarter meltdown, we felt the portfolio was somewhat
overweighted in certain business service and financial stocks. Consequently,  we
broadened  the  portfolio  to  include  stocks in sectors  not well  represented
before.  For example,  we began  selectively  adding  companies with earnings in
turnaround  situations in Southeast Asia,  where we had only a small  allocation
for several  quarters  because of the region's  severe economic  problems.  Even
though  Asian  companies  were a  small  part  of the  portfolio,  we  continued
evaluating  individual  companies for earnings growth. Over the last six months,
we felt conditions were beginning to warrant a second look at some Asian stocks.
As the  semiconductor  technology  cycle  again  started to turn  positive,  for
example, we added shares of South Korea-based Samsung Electronics.

     We feel confident these steps to further  diversify the portfolio will help
continue VP International's good performance over the long term.

[left margin]

TYPES OF INVESTMENTS IN THE PORTFOLIO

[pie chart data below]

AS OF DECEMBER 31, 1998
Preferred Stocks               1%
Temporary Cash Investments     7%
Common Stocks                 92%

AS OF JUNE 30, 1998
Preferred Stocks              3%
Temporary Cash Investments   10%
Common Stocks                87%

[bar chart data below]

VP INTERNATIONAL'S INVESTMENTS BY COUNTRY

                     12/31/98   06/30/98
United Kingdom         18%         14%
France                 13%         14%
Japan                   9%          4%
Germany                 9%         13%
Netherlands             8%          9%
Switzerland             8%          8%
Italy                   6%          3%
Sweden                  4%          4%
Other                  25%         31%


8        1-800-345-3533


VP International--Schedule of Investments
- --------------------------------------------------------------------------------

DECEMBER 31, 1998

Shares                                                                Value
- --------------------------------------------------------------------------------
COMMON STOCKS & RIGHTS--92.5%

AUSTRALIA--2.1%
                  319,000  AMP Limited
                           (Acquired 6/15/98--7/8/98,
                           Cost $3,701,512)(1)(2)                $   4,032,052
                              (financial services)
                  190,000  Australia & New Zealand Banking
                           Group Ltd.                                1,240,551
                              (banking)
                   60,000  Brambles Industries Limited               1,458,070
                              (diversified companies)
                1,218,350  Cable & Wireless Optus Limited(2)          2,554,795
                              (telephone communications)         ---------------
                                                                      9,285,468
                                                                 ---------------

BELGIUM--0.9%
                    4,000  Fortis AG                                  1,447,233
                              (insurance)
                      427  UCB SA                                     2,630,709
                              (pharmaceuticals)                  ---------------
                                                                      4,077,942
                                                                 ---------------

BRAZIL--0.1%
                5,744,000  Companhia de Saneamento Basico
                              do Estado de Sao Paulo                    434,989
                              (utilities)                        ---------------

CANADA--2.8%
                  225,000  Bombardier Inc. Cl B                       3,234,660
                              (aerospace & defense)
                   75,350  Newcourt Credit Group Inc.
                              (Acquired 5/22/97--10/16/98,
                              Cost $1,830,399)(1)                     2,634,271
                              (financial services)
                   30,000  Northern Telecom Ltd.                      1,503,750
                              (telephone communications)
                  133,000  Teleglobe Inc.                             4,780,108
                              (telephone communications)         ---------------
                                                                     12,152,789
                                                                 ---------------

DENMARK--1.5%
                   47,000  Tele Danmark A/S                           6,343,717
                              (telephone communications)         ---------------

FINLAND--2.2%
                   55,600  Nokia Corp. Cl A ADR                       6,696,325
                              (communications equipment)
                   43,900  Sampo Insurance Company Ltd.               1,665,961
                              (insurance)
                   60,819  Sonera Group Oyj(2)                        1,073,497
                              (telephone communications)         ---------------
                                                                      9,435,783
                                                                 ---------------

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

FRANCE--13.0%
                    5,000  Accor SA                                $  1,082,638
                              (leisure)
                   11,000  Altran Technologies SA                     2,653,448
                              (business services & supplies)
                    9,600  Atos SA(2)                                 2,295,122
                              (computer software & services)
                   53,000  AXA-UAP                                    7,681,555
                              (insurance)
                   30,437  Cap Gemini SA                              4,885,650
                              (computer software & services)
                    3,600  Carrefour SA                               2,717,941
                              (retail -- general merchandise)
                   21,000  Elf Aquitaine SA                           2,427,615
                              (energy - production & marketing)
                   31,600  Equant NV New York Shares(2)               2,142,875
                              (computer software & services)
                   18,000  Groupe Danone                              5,153,717
                              (food & beverage)
                   37,000  Pinault-Printemps-Redoute SA               7,071,329
                              (retail - general merchandise)
                   17,000  Sidel SA                                   1,441,967
                              (machinery & equipment)
                   23,000  Societe Generale Cl A                      3,724,813
                              (banking)
                    8,900  Societe Television Francaise 1             1,584,678
                              (broadcasting & media)
                   23,000  STMicroelectronics N.V. New York
                              Shares(2)                               1,795,438
                              (electrical & electronic components)
                   38,000  Vivendi                                    9,860,062
                              (diversified companies)             --------------
                                                                     56,518,848
                                                                  --------------

GERMANY--8.5%
                    8,005  Allianz AG                                 2,936,248
                              (insurance)
                   21,000  Bayerische Vereinsbank AG                  1,645,205
                              (financial services)
                   58,400  Berliner Kraft-und Licht-
                              Aktiengesellschaft                      1,577,668
                              (utilities)
                   47,000  DaimlerChrysler AG(2)                      4,641,453
                              (automobiles & auto parts)
                   52,500  Deutsche Pfandbrief-und
                              Hypothekenbank AG                       4,601,531
                              (banking)
                   48,000  Douglas Holding AG                         2,910,401
                              (retail - general merchandise)
                   17,000  Gehe AG                                    1,173,646
                              (healthcare)
                   81,780  Mannesmann AG                              9,377,145
                              (industrial equipment & machinery)
                   34,800  Metro AG                                   2,778,568
                              (retail - general merchandise)
                   65,906  Volkswagen AG                              5,262,193
                              (automobiles & auto parts)          --------------
                                                                     36,904,058
                                                                  --------------

See Notes to Financial Statements


                                                www.americancentury.com        9


VP International--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
DECEMBER 31, 1998

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

GREECE--0.3%
                   53,666  Hellenic Telecommunication
                              Organization SA (OTE)                $  1,426,371
                              (telephone communications)          --------------

HONG KONG--0.4%
                  156,800  Cheung Kong (Holdings) Ltd.                1,128,312
                              (real estate)
                    8,000  Tommy Hilfiger Corp.(2)                      480,000
                              (textiles & apparel)                --------------
                                                                      1,608,312
                                                                  --------------

IRELAND--1.6%
                  190,000  Bank of Ireland                            4,164,050
                              (financial services)
                   96,000  CRH plc                                    1,629,320
                              (construction & property
                              development)
                   75,000  Kerry Group PLC                            1,021,483
                              (food & beverage)                   --------------
                                                                      6,814,853
                                                                  --------------

ITALY--5.5%
                   87,100  Assicurazioni Generali                     3,638,648
                              (insurance)
                1,020,000  Banca di Roma(2)                           1,729,143
                              (banking)
                  552,600  Banca Intesa S.p.A.                        3,317,236
                              (financial services)
                  162,000  Mediaset SpA                               1,314,294
                              (broadcasting & media)
                  249,000  Mediolanum SpA                             1,846,750
                              (insurance)
                  235,600  Mondadori (Arnoldo) Editore SpA            3,116,732
                              (printing & publishing)
                  809,000  Telecom Italia Mobile (TIM) SpA            3,810,666
                              (wireless communications)
                  585,700  Telecom Italia SpA                         4,999,967
                              (telephone communications)          --------------
                                                                     23,773,436
                                                                  --------------

JAPAN--9.2%
                   75,000  Bank of Tokyo-Mitsubishi, Ltd. (The)         773,639
                              (banking)
                  131,000  Daiwa House Industry Co., Ltd.             1,389,403
                              (construction & property
                              development)
                   44,000  Eisai Company, Ltd.                          853,427
                              (healthcare)
                  249,000  Fuji Heavy Industries Ltd.                 1,240,335
                              (automobiles & auto parts)
                  146,000  Fujikura Ltd.                                780,040
                              (electrical & electronic components)
                  258,000  Fujitsu Ltd.                               3,423,319
                              (computer systems)
                   35,000  Honda Motor Co., Ltd.                      1,144,809
                              (automobiles & auto parts)
                  227,000  Kao Corporation                            5,103,372
                              (consumer products)
                  185,000  Kirin Brewery Company, Ltd.                2,348,689
                              (food & beverage)

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

                   35,000  Murata Manufacturing Co., Ltd.          $  1,447,212
                              (electrical & electronic components)
                  133,000  Nikon Corporation                          1,289,839
                              (diversified companies)
                      182  Nippon Telegraph & Telephone               1,399,198
                              (telephone communications)
                      520  NTT Data Corp.                             2,571,920
                              (business services & supplies)
                       32  NTT Mobile Communication
                              Network, Inc.(2)                        1,311,880
                              (wireless communications)
                   77,000  Olympus Optical Co., Ltd.                    881,843
                              (leisure)
                   28,800  Sony Corp.                                 2,089,698
                              (electrical & electronic components)
                  127,000  Takeda Chemical Inds.                      4,870,619
                              (pharmaceuticals)
                  123,000  Terumo Corporation                         2,884,549
                              (medical equipment & supplies)
                   81,000  Tokyo Electron Ltd.                        3,063,610
                              (electrical & electronic components)
                   63,000  Toppan Forms Co., Ltd.                     1,116,421
                              (printing & publishing)              -------------
                                                                     39,983,822
                                                                   -------------

NETHERLANDS--8.3%
                   39,500  ASR Verzekeringsgroep N.V.                 3,572,189
                              (insurance)
                   38,000  Cap Gemini N.V.                            2,648,154
                              (computer software & services)
                   82,000  Getronics N.V.                             4,056,815
                              (computer software & services)
                   64,000  Heineken NV                                3,847,218
                              (food & beverage)
                   89,148  ING Groep N.V.                             5,430,070
                              (financial services)
                  135,000  Koninklijke Ahold NV                       4,984,041
                              (retail - food & drug)
                    8,700  Stork N.V.                                   198,548
                              (business services & supplies)
                   63,000  Unilever N.V. New York Shares              5,225,063
                              (diversified companies)
                   82,700  VNU N.V.                                   3,114,778
                              (printing & publishing)
                   13,000  Wolters Kluwer NV                          2,778,700
                              (printing & publishing)              -------------
                                                                     35,855,576
                                                                   -------------

NEW ZEALAND--0.2%
                  227,000  Telecom Corporation of New
                              Zealand Ltd.                              985,441
                              (telephone communications)         ---------------

POLAND--0.2%
                   64,749  Elektrim Spolka Akcyjna S.A.                 700,986
                              (electrical & electronic components) -------------


10        1-800-345-3533


VP International--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)

DECEMBER 31, 1998

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

PORTUGAL--1.3%
                   38,800  Banco Espirito Santo e Comercial
                              de Lisboa, SA                        $  1,202,206
                              (banking)
                   33,000  Brisa-Auto Estradas de Portugal, S.A.      1,939,247
                              (construction & property
                              development)
                   13,065  Telecel-Comunicacaoes Pessoais, SA         2,666,171
                              (wireless communications)            -------------
                                                                      5,807,624
                                                                   -------------

SINGAPORE--1.0%
                  251,000  City Developments Limited                  1,087,008
                              (real estate)
                  186,410  Singapore Press Holdings Ltd.              2,032,332
                              (printing & publishing)
                1,184,000  Singapore Technologies
                              Engineering Ltd.                        1,104,397
                              (business services & supplies)       -------------
                                                                      4,223,737
                                                                   -------------

SOUTH KOREA--0.6%

                       10  Korea Telecom Corporation(2)                     316
                              (printing & publishing)
                   26,000  Samsung Electronics                        1,744,140
                              (leisure)
                   65,405  SK Telecom Co. Ltd. ADR                      666,313
                              (telephone communications)           -------------
                                                                      2,410,769
                                                                   -------------

SPAIN--2.3%
                  130,000  Argentaria SA                              3,365,977
                              (banking)
                  116,000  Telefonica de Espana                       5,157,008
                              (telephone communications)
                  116,000  Telefonica S.A. Rights(2)                    102,977
                              (telephone communications)
                  116,000  TelePizza, S.A.(2)                         1,103,322
                              (restaurants)                        -------------
                                                                      9,729,284
                                                                   -------------

SWEDEN--3.8%

                   36,000  Ericsson (L.M.) Telephone Co. ADR            860,625
                              (communications equipment)
                   25,800  Europolitan Holdings AB                    2,524,508
                              (wireless communications)
                   73,000  Hennes & Mauritz AB Cl B                   5,947,998
                              (retail -- apparel)
                   53,000  NetCom Systems AB Cl B(2)                  2,152,682
                              (telephone communications)
                  327,400  Skandia Forsakrings AB                     4,996,781
                              (financial services)                 -------------
                                                                     16,482,594
                                                                   -------------

SWITZERLAND--7.9%

                    3,700  Credit Suisse Group                          578,967
                              (financial services)
                    1,969  Julius Baer Holding AG                     6,541,838
                              (financial services)
                    2,000  Nestle S.A.                                4,352,256
                              (food & beverage)

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

                    5,126  Novartis AG                             $ 10,072,926
                              (pharmaceuticals)
                      157  Roche Holding AG                           1,915,080
                              (pharmaceuticals)
                      500  Schweizerische Rueckversicherungs-
                              Gesellschaft                            1,303,130
                              (insurance)
                    8,745  Swisscom AG(2)                             3,659,662
                              (telephone communications)
                   19,000  UBS AG                                     5,835,517
                              (banking)                            -------------
                                                                     34,259,376
                                                                   -------------

UNITED KINGDOM--17.5%

                  400,000  Amvescap Plc                               3,094,128
                              (financial services)
                  291,000  BBA Group plc                              1,808,024
                              (diversified companies)
                  169,471  British Aerospace PLC                      1,432,515
                              (aerospace & defense)
                  279,000  British Telecommunications plc             4,191,333
                              (telephone communications)
                  551,166  Cable & Wireless
                              Communications plc(2)                   5,020,122
                              (telephone communications)
                  138,700  Capita Group Plc                           1,278,262
                              (business services & supplies)
                   62,700  CMG plc                                    1,586,342
                              (computer software & services)
                  342,053  COLT Telecom Group plc(2)                  5,087,485
                              (telephone communications)
                  151,000  Compass Group PLC                          1,724,806
                              (business services & supplies)
                  294,000  Diageo plc                                 3,336,283
                              (food & beverage)
                  137,000  Dixons Group plc                           1,921,736
                              (retail -- specialty)
                  196,000  Energis plc(2)                             4,373,588
                              (telephone communications)
                   78,000  Glaxo Wellcome plc                         2,676,114
                              (pharmaceuticals)
                  124,600  Hays plc                                   1,090,436
                              (business services & supplies)
                  210,000  Imperial Tobacco Group plc                 2,243,699
                              (tobacco)
                  296,900  Lloyds TSB Group plc                       4,211,490
                              (financial services)
                  253,000  Logica plc                                 2,193,140
                              (computer software & services)
                  336,355  Misys plc                                  2,442,775
                              (computer software & services)
                  230,200  Orange plc(2)                              2,667,664
                              (wireless communications)
                   74,473  Provident Financial plc                    1,093,457
                              (financial services)
                  226,000  Rentokil Initial PLC                       1,698,502
                              (environmental services)
                  353,000  Siebe plc                                  1,387,978
                              (industrial)
                  330,200  Somerfield plc                             2,194,012
                              (retail -- food & drug)


                                               www.americancentury.com        11


VP International--Schedule of Investments
- ------------------------------------------------------------------------------
                                                                    (Continued)

DECEMBER 31, 1998

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

                  611,000  Stagecoach Holdings plc                 $  2,425,228
                              (transportation)
                  282,000  Standard Chartered plc                     3,258,590
                              (banking)
                  351,900  Vodafone Group plc                         5,698,080
                              (wireless communications)
                  375,000  WPP Group plc                              2,275,491
                              (business services & supplies)
                   83,000  Zeneca Group plc                           3,603,639
                              (pharmaceuticals)                    -------------
                                                                     76,014,919
                                                                   -------------

UNITED STATES--1.3%
                   37,000  AirTouch Communications, Inc.(2)           2,668,625
                              (wireless communications)
                   49,100  Global TeleSystems Group, Inc.(2)          2,734,256
                              (telephone communications)           -------------
                                                                      5,402,881
                                                                   -------------

TOTAL COMMON STOCKS & RIGHTS                                        400,633,575
   (Cost $310,403,148)                                             -------------

PREFERRED STOCKS-0.7%

BRAZIL--0.5%

               28,639,000  Centrais Electricas Brasileiras S.A. Cl B    549,907
                              (utilities)
               30,400,000  Embratel Participacoes S.A.(2)               415,146
                              (telephone communications)
                3,906,000  Petroleo Brasileiro S.A.                     442,890
                              (energy - production & marketing)
               37,700,000  Telesp Participacoes S.A.(2)                 858,059
                              (telephone communications)            ------------
                                                                      2,266,002
                                                                    ------------

GERMANY--0.2%
                    1,000  Wella Aktiengesellschaft                     834,459
                              (consumer products)                   ------------

TOTAL PREFERRED STOCKS                                                3,100,461
   (Cost $3,335,208)                                                ------------

                                                                        Value
- --------------------------------------------------------------------------------

TEMPORARY CASH INVESTMENTS-6.8%

       Repurchase Agreement, Merrill Lynch & Co. Inc.,
          (U.S. Treasury obligations), in a joint trading
          account at 4.75%, dated 12/31/98,
          due 1/4/99 (Delivery value $8,404,433)
                                                                   $  8,400,000

       Repurchase Agreement, State Street Boston Corp.,
          (U.S. Treasury obligations), in a joint trading
          account at 4.80%, dated 12/31/98,
          due 1/4/99 (Delivery value $21,211,307)
                                                                     21,200,000
                                                                   -------------

TOTAL TEMPORARY CASH INVESTMENTS                                     29,600,000
   (Cost $29,600,000)                                              -------------

TOTAL INVESTMENT SECURITIES--100.0%                                $433,334,036
   (Cost $343,338,356)                                             =============

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

     Contracts               Settlement                  Unrealized
      to Sell                   Date          Value      Gain(Loss)
- ----------------------------------------------------------------------
   4,639,370  CHF            1/29/1999    $ 3,385,522    $   7,195
   6,198,558  DEM            1/29/1999      3,725,825      (30,070)
   4,877,152  GBP            1/29/1999      8,084,689       76,981
  30,842,312  FRF            1/29/1999      5,526,069      (39,381)
 874,107,522  JPY            1/29/1999      7,731,674     (156,265)
   6,614,335  NLG            1/29/1999      3,522,843      (24,861)
  13,090,594  SEK            1/29/1999      1,612,931          523
                                         -------------  ------------
                                           33,589,553    $(165,878)
                                         =============  ============

(Value on Settlement Date $33,423,675)

NOTES TO SCHEDULE OF INVESTMENTS

ADR = American Depositary Receipt 
CHF = Swiss Franc 
DEM = German Mark 
GBP = British Pound 
FRF = French Franc 
JPY = Japanese Yen 
NLG = Netherlands Guilder
SEK = Swedish Krona

(1) Security was purchased under Rule 144A of the Securities Act of 1933 or is a
private  placement  and,  unless  registered  under  the  Act or  exempted  from
registration,  may  only be  sold  to  qualified  institutional  investors.  The
aggregate  value of restricted  securities at December 31, 1998,  was $6,666,323
which represented 1.6% of net assets.

(2) Non-income producing.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  shows  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:
* a list of each investment
* the number of shares of each stock
* the market value of each investment
* the percentage of total investments in each industry
* the percent and dollar breakdown of each investment category

                                              See Notes to Financial Statements


12        1-800-345-3533


Statements of Assets and Liabilities
- --------------------------------------------------------------------------------

DECEMBER 31, 1998

ASSETS

Investment securities, at value
   (identified cost of $343,338,356) (Note 3) ....................$ 433,334,036
Cash .............................................................    1,851,860
Receivable for forward foreign currency exchange contracts .......       84,699
Receivable for investments sold ..................................    2,527,833
Dividends and interest receivable ................................      589,121
                                                                  -------------
                                                                    438,387,549
                                                                  -------------

LIABILITIES

Payable for forward foreign currency exchange contracts ..........      250,577
Payable for investments purchased ................................    9,188,460
Payable for capital shares redeemed ..............................    9,507,461
Accrued management fees (Note 2) .................................      477,996
Payable for directors' fees and expenses .........................          931
                                                                  -------------

                                                                     19,425,425
                                                                  -------------

Net Assets .......................................................$ 418,962,124
                                                                  =============

CAPITAL SHARES, $0.01 PAR VALUE

Authorized .......................................................  200,000,000
                                                                  =============
Outstanding ......................................................   54,959,040
                                                                  =============
Net Asset Value Per Share ........................................$        7.62
                                                                  =============

NET ASSETS CONSIST OF:
Capital (par value and paid-in surplus) ..........................$ 356,737,478
Undistributed net investment income ..............................      156,660
Accumulated net realized loss from investments
   and foreign currency transactions .............................  (27,769,036)
Net unrealized appreciation on investments
   and translation of assets and
   liabilities in foreign currencies (Note 3) ....................   89,837,022
                                                                  -------------
                                                                  $ 418,962,124
                                                                  =============

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF ASSETS AND  LIABILITIES--This  statement details
what the fund owns (assets),  what it owes (liabilities),  and its net assets as
of the last day of the period.  If you subtract  what the fund owes from what it
owns, you get the fund's net assets.  The net assets divided by the total number
of shares  outstanding  gives you the price of an individual  share,  or the net
asset value per share.

NET ASSETS are also broken down by capital (money invested by shareholders); net
investment income not yet paid to shareholders or net investment losses, if any;
net gains earned on investments  not yet paid to shareholders or net losses from
investments (known as realized gains or losses), and finally, gains or losses on
securities  still  owned  by the  fund  (known  as  unrealized  appreciation  or
depreciation).  This  breakdown  tells  you the  value  of net  assets  that are
performance-related,  such as investment  gains or losses,  and the value of net
assets that are not related to performance,  such as shareholder investments and
redemptions.

See Notes to Financial Statements


                                               www.americancentury.com        13


Statements of Operations
- --------------------------------------------------------------------------------

FOR THE YEAR ENDED DECEMBER 31, 1998

INVESTMENT INCOME

Income:

Dividends (net of foreign taxes withheld of $651,892) ..........   $  4,716,243
Interest .......................................................      1,369,505
                                                                   ------------
                                                                      6,085,748
                                                                   ------------
Expenses (Note 2):
Management fees ................................................      5,241,848
Directors' fees and expenses ...................................          3,667
                                                                   ------------
Total expenses .................................................      5,245,515
Amount waived ..................................................        (44,592)
                                                                   ------------
Net expenses ...................................................      5,200,923
                                                                   ------------
Net investment income ..........................................        884,825
                                                                   ------------

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

Net realized gain (loss) on:
Investments ....................................................    (29,916,578)
Foreign currency transactions ..................................      3,243,518
                                                                   ------------
                                                                    (26,673,060)
                                                                   ------------
Change in net unrealized appreciation on:
Investments ....................................................     54,997,521
Translation of assets and liabilities in foreign currencies ....     11,339,033
                                                                   ------------
                                                                     66,336,554
                                                                   ------------

Net realized and unrealized gain
on investments and foreign currency
                                                                     39,663,494
                                                                   ------------

Net Increase in Net Assets Resulting from Operations ...........   $ 40,548,319
                                                                   ============

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF  OPERATIONS--This  statement breaks down how the
fund's  net  assets  changed  during  the  period  as a  result  of  the  fund's
operations.  It tells you how much money the fund made or lost after taking into
account income,  fees and expenses,  and investment gains or losses. It does not
include shareholder transactions and distributions.

Fund OPERATIONS include:
* income earned by investments (dividends and interest)
* management fees and expenses
* gains or losses from selling investments (known as realized gains or losses) 
* gains or losses on current fund holdings (known as unrealized  appreciation or
  depreciation)

                                              See Notes to Financial Statements


14        1-800-345-3533


Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1997

Increase in Net Assets:

                                                        1998            1997
OPERATIONS

Net investment income (loss) ...................  $     884,825   $    (134,762)

Net realized gain (loss) on investments
  and foreign currency transactions ............    (26,673,060)     13,688,083

Change in net unrealized appreciation
  on investments and translation of
  assets and liabilites in foreign currencies ..     66,336,554      13,350,515
                                                  -------------   -------------
Net increase in net assets
  resulting from operations ....................     40,548,319      26,903,836
                                                  -------------   -------------

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income .....................     (1,512,683)     (1,287,755)
In excess of net investment income .............           --          (148,297)
From net realized gains from
  investment transactions ......................    (12,713,908)     (2,769,529)
In excess of net realized gains ................     (2,814,898)           --
                                                  -------------   -------------
Decrease in net assets from distributions ......    (17,041,489)     (4,205,581)
                                                  -------------   -------------
CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ......................    677,603,582     251,281,839
Proceeds from reinvestment of distributions ....     17,041,489       4,205,581
Payments for shares redeemed ...................   (515,712,499)   (162,998,136)
                                                  -------------   -------------
Net increase in net assets
  from capital share transactions ..............    178,932,572      92,489,284
                                                  -------------   -------------

Net increase in net assets .....................    202,439,402     115,187,539

NET ASSETS
Beginning of year ..............................    216,522,722     101,335,183
                                                  -------------   -------------
End of year ....................................  $ 418,962,124   $ 216,522,722
                                                  =============   =============
Undistributed net investment income ............  $     156,660   $     730,456
                                                  =============   =============

TRANSACTIONS IN SHARES OF THE FUND

Sold ...........................................     91,449,353      38,184,069

Issued in reinvestment of distributions ........      2,328,072         691,707

Redeemed .......................................    (70,474,226)    (24,224,772)
                                                  -------------   -------------
Net increase ...................................     23,303,199      14,651,004
                                                  =============   =============

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF CHANGES IN NET ASSETS--This  statement shows how
the fund's net assets  changed over the past two reporting  periods.  It details
how much a fund grew or shrank as a result of:

* operations--a  summary of  the Statement of Operations  from the previous page
  for the most recent period
* distributions--income and gains distributed to shareholders
* capital   share   transactions--shareholders'   purchases,   reinvestment   of
  distributions and redemptions

Net  assets  at the  beginning  of  the  period  plus  the  sum  of  operations,
distributions  to  shareholders  and capital  share  transactions  result in net
assets at the end of the period.

See Notes to Financial Statements


                                              www.americancentury.com        15


Notes to Financial Statements
- --------------------------------------------------------------------------------

DECEMBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION--American  Century Variable Portfolios, Inc. (the Corporation)
is  registered  under  the  Investment  Company  Act  of  1940  as  an  open-end
diversified  management  investment  company.  American Century VP International
(the  Fund) is one of the six  series of funds  issued by the  Corporation.  The
Fund's  investment  objective is capital  growth.  The Fund seeks to achieve its
investment  objective by investing  primarily in an internationally  diversified
portfolio  of  equity  securities  that are  considered  by  management  to have
prospects  for  appreciation.  The Fund will invest  primarily in  securities of
issuers  located in developed  markets.  The  following  significant  accounting
policies are in accordance with generally accepted accounting principles.

     SECURITY  VALUATIONS--Portfolio  securities traded primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or regulation.  When valuations are
not readily  available,  securities  are valued at fair value as  determined  in
accordance with procedures adopted by the Board of Directors.

     SECURITY  TRANSACTIONS--Security  transactions  are accounted for as of the
trade date. Net realized gains and losses are determined on the identified  cost
basis, which is also used for federal income tax purposes.

     INVESTMENT  INCOME--Dividend income less foreign taxes withheld (if any) is
recorded as of the ex-dividend date.  Interest income is recorded on the accrual
basis and includes accretion of discounts and amortization of premiums.

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

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

     Net realized  and  unrealized  foreign  currency  exchange  gains or losses
occurring  during the holding period of portfolio  securities are a component of
realized  gain  (loss)  on  foreign   currency   transactions   and   unrealized
appreciation  (depreciation) on translation of assets and liabilities in foreign
currencies, respectively.

     FORWARD  FOREIGN  CURRENCY  EXCHANGE  CONTRACTS--The  Fund may  enter  into
forward foreign currency exchange contracts for the purpose of settling specific
purchases or sales of securities  denominated in a foreign  currency or to hedge
the Fund's  exposure  to  foreign  currency  exchange  rate  fluctuations.  When
required,  the Fund will segregate  assets in an amount  sufficient to cover its
obligations  under the hedge  contracts.  The net U.S.  dollar  value of foreign
currency  underlying  all  contractual  commitments  held  by the  Fund  and the
resulting  unrealized  appreciation or depreciation  are determined  daily using
prevailing exchange rates.  Forward contracts involve elements of market risk in
excess of the amount reflected in the Statement of Assets and  Liabilities.  The
Fund bears the risk of an unfavorable  change in the foreign  currency  exchange
rate  underlying  the forward  contract.  Additionally,  losses may arise if the
counterparties do not perform under the contract terms.

     REPURCHASE  AGREEMENTS--The Fund may enter into repurchase  agreements with
institutions that the Fund's  investment  manager,  American Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost. The Fund requires that the collateral, represented by securities, received
in a  repurchase  transaction  be  transferred  to  the  custodian  in a  manner
sufficient  to enable  the Fund to  obtain  those  securities  in the event of a
default under the repurchase  agreement.  ACIM monitors,  on a daily basis,  the
securities  transferred to ensure the value,  including accrued interest, of the
securities  under each repurchase  agreement is equal to or greater than amounts
owed to the Fund under each repurchase agreement.

     JOINT  TRADING  ACCOUNT--Pursuant  to an  Exemptive  Order  issued  by  the
Securities  and  Exchange  Commission,  each Fund,  along with other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase agreements that are collateralized by U.S.
Treasury or Agency obligations.


16        1-800-345-3533


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)

DECEMBER 31, 1998

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

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

     The  character of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These  differences  are primarily due to differing
treatments for foreign  currency  transactions  and wash sales and may result in
reclassification among certain capital accounts.

     At December 31, 1998, VP International had accumulated net realized capital
loss  carryovers  for federal  income tax purposes of  $18,962,528  (expiring in
2006) which may be used to offset future taxable gains.

     ADDITIONAL INFORMATION--Funds  Distributor, Inc. (FDI) is the Corporation's
distributor. Certain officers of FDI are also officers of the Corporation.

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

     The  shareholders  of the Corporation  approved a new Management  Agreement
with ACIM on November 16, 1998,  effective  November  17,  1998.  The  Agreement
provides the Fund with investment  advisory and management  services in exchange
for a single, unified fee. The Agreement provides that all expenses of the Fund,
except brokerage commissions,  taxes, interest,  expenses of those directors who
are not considered "interested persons" as defined in the Investment Company Act
of 1940 (including  counsel fees) and  extraordinary  expenses,  will be paid by
ACIM.  The fee is computed  daily and paid monthly  based on the Fund's  average
daily closing net assets during the previous month.  The annualized fee schedule
for the Fund is as follows:

     1.50% on the first $250 million 
     1.20% on the next $250 million 
     1.10% thereafter

     Prior to November  17,  1998,  the annual  management  fee for the Fund was
1.50%.

     ACIM  voluntarily  waived a portion of the Fund's  management  fees for the
period  October 1, 1998 to November 16, 1998 to reflect the new  management  fee
agreement.

     Certain  officers and directors of the Corporation are also officers and/or
directors,  and,  as a  group,  controlling  stockholders  of  American  Century
Companies,  Inc., the parent of the Corporation's  investment manager, ACIM, and
the Corporation's transfer agent, American Century Services Corporation.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

     Purchases  and  sales  of  investment   securities,   excluding  short-term
investments,  totaled $762,320,218 and $598,157,966,  respectively.  On December
31,  1998,   accumulated   net  unrealized   appreciation   on  investments  was
$81,189,173,  based on the aggregate cost of investments  for federal income tax
purposes  of  $352,144,863,   which  consisted  of  unrealized  appreciation  of
$84,612,591, and unrealized depreciation of $3,423,418.

- --------------------------------------------------------------------------------
4. BANK LOANS

     Effective  December 18,  1998,  the Fund,  along with  certain  other funds
managed  by ACIM  entered  into an  unsecured  $570,000,000  bank line of credit
agreement with Chase Manhattan.  Borrowings under the agreement bear interest at
the Federal Funds rate plus 0.40%.

     The Fund may borrow  money for  temporary  or  emergency  purposes  to fund
shareholder redemptions. The Fund did not borrow from the line during the period
ended December 31, 1998.


                                              www.americancentury.com        17


VP International--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31 (EXCEPT AS NOTED)

                                   1998             1997          1996            1995         1994(1)
PER-SHARE DATA

Net Asset Value,
<S>                           <C>              <C>           <C>             <C>            <C>        
Beginning of Period ......... $      6.84      $      5.96   $      5.33     $      4.75    $      5.00
                              -----------      -----------   -----------     -----------    -----------

Income From
Investment Operations

  Net Investment
  Income (Loss) .............        0.02            (0.02)         0.02(2)         0.03(2)        --

  Net Realized and
Unrealized Gain (Loss)
on Investment Transactions ..        1.24             1.11          0.74            0.55          (0.25)
                              -----------      -----------   -----------     -----------    -----------
  Total From
  Investment Operations .....        1.26             1.09          0.76            0.58          (0.25)
                              -----------      -----------   -----------     -----------    -----------

Distributions

  From Net
  Investment Income .........       (0.04)           (0.06)        (0.03)           --             --

  In Excess of Net
  Investment Income .........        --              (0.01)        (0.07)           --             --

  From Net Realized
  Gains on Investment
  Transactions ..............       (0.36)           (0.14)        (0.03)           --             --

  In Excess of Net
  Realized Gains ............       (0.08)            --            --              --             --
                              -----------      -----------   -----------     -----------    -----------
  Total Distributions .......       (0.48)           (0.21)        (0.13)           --             --
                              -----------      -----------   -----------     -----------    -----------
Net Asset Value,
End of Period ............... $      7.62      $      6.84   $      5.96     $      5.33    $      4.75
                              ===========      ===========   ===========     ===========    ===========

  Total Return(3) ...........       18.76%           18.63%        14.41%          12.21%         (5.00)

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating
Expenses to
Average Net Assets ..........        1.47%(4)         1.50%         1.50%           1.50%          1.50%(5)

Ratio of Net
Investment Income
(Loss) to Average
Net Assets ..................        0.25%(4)        (0.08)%        0.31%           0.70%    (0.11)%(5)

Portfolio Turnover Rate .....         181%             173%          154%            214%           157%

Net Assets,
End of Period
(in thousands) .............. $   418,962      $   216,523   $   101,335     $    51,609    $    17,993
</TABLE>

(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) ACIM has voluntarily  waived a portion of its management fee from October 1,
    1998 through  November 16, 1998.  In absence of the waiver,  the  annualized
    ratio of operating  expenses to average net assets and  annualized  ratio of
    net investment  income to average net assets would have been 1.48% and 0.24%
    for the year ended December 31, 1998.

(5) Annualized.

- --------------------------------------------------------------------------------
UNDERSTANDNG THE FINANCIAL  HIGHLIGHTS--This  statement  itemizes current period
activity and  statistics and provides  comparison  data for the last five fiscal
years (or less, if the fund is not five years old).

On a per-share basis, it includes:

* share price at the beginning of the period

* investment income and capital gains or losses

* income and capital gains distributions paid to shareholders

* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
of all distributions

* expense  ratio--operating  expenses,  expressed as a percentage of average net
assets

* net income ratio--net investment income as a percentage of average net assets

* portfolio  turnover--the  percentage of the portfolio that was replaced during
the period

                                              See Notes to Financial Statements


18        1-800-345-3533


Independent Auditors' Report
- --------------------------------------------------------------------------------

The Board of Directors and Shareholders,
American Century Variable Portfolios, Inc:

   We have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the schedule of investments, of American Century VP International (the
"Fund"), one of the funds comprising American Century Variable Portfolios, Inc.,
as of December 31, 1998,  and the related  statement of operations  for the year
then ended, the statements of changes in net assets for each of the two years in
the period then ended, and the financial highlights for each of the five periods
in  the  period  then  ended.  These  financial  statements  and  the  financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to  express  an  opinion  on these  financial  statements  and the  financial
highlights based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of securities owned at December
31,  1998 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

   In our opinion,  such financial  statements and financial  highlights present
fairly, in all material respects,  the financial position of American Century VP
International  as of December 31, 1998,  the results of its  operations  for the
year then ended,  the changes in its net assets for each of the two years in the
period  then ended,  and the  financial  highlights  for the  respective  stated
periods in conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Kansas City, Missouri
February 5, 1999


                                              www.americancentury.com        19


Proxy Voting Results
- --------------------------------------------------------------------------------

     An annual meeting of shareholders was held on November 16, 1998, to vote on
the following proposals.  All of the proposals received the required majority of
votes and were adopted.

     A summary of voting results is listed below each proposal.

PROPOSAL 1:

     To  elect a Board of  Directors  of nine  members  to hold  office  for the
ensuing year or until their successors are elected and qualified.

     James E. Stowers, Jr.
     For:                             50,945,085
     Withheld:                           249,816

     James E. Stowers III
     For:                             50,969,553
     Withheld:                           225,348

     Thomas A. Brown
     For:                             51,111,156
     Withheld:                            83,745

     Robert W. Doering, M.D.
     For:                             51,022,561
     Withheld:                           172,340

     Andrea C. Hall, Ph.D.
     For:                             51,096,502
     Withheld:                            98,399

     D.D. (Del) Hock
     For:                             51,113,697
     Withheld:                            81,204

     Donald H. Pratt
     For:                             51,117,269
     Withheld:                            77,632

     Lloyd T. Silver, Jr.
     For:                             50,949,012
     Withheld:                           245,889

     M. Jeannine Strandjord
     For:                             51,053,246
     Withheld:                           141,655

PROPOSAL 2:

     To approve a Management Agreement with American Century Investment
Management, Inc.

     For:                             47,953,337
     Against:                            793,348
     Abstain:                          2,448,216

PROPOSAL 3:

     To approve the selection by the Board of Directors of Deloitte & Touche LLP
as independent auditors for the Corporation.

     For:                             48,776,212
     Against:                            355,019
     Abstain:                          2,063,670

PROPOSAL 4:

     To approve the  adoption of  standardized  investment  limitations  for the
following items:


* Eliminate the fundamental investment limitation concerning diversification of
     investments.

     For:                             46,536,684
     Against:                          1,504,431
     Abstain:                          3,153,786

* Amend the fundamental investment limitation concerning the issuance of senior
     securities.

     For:                             46,502,817
     Against:                          1,538,298
     Abstain:                          3,153,786

* Amend the fundamental investment limitation concerning borrowing.

     For:                             46,485,333
     Against:                          1,555,783
     Abstain:                          3,153,786

1-800-345-3533

Proxy Voting Results
- --------------------------------------------------------------------------------

* Amend the fundamental investment limitation concerning lending.

     For:                             46,459,386
     Against:                          1,581,729
     Abstain:                          3,153,786

*    Amend  the  fundamental  investment  limitation  concerning  investing  for
     control and concentration of investments in a particular industry.

     For:                             46,533,488
     Against:                          1,507,627
     Abstain:                          3,153,786

* Eliminate the fundamental investment limitation regarding investments in
     illiquid securities.

     For:                             46,508,451
     Against:                          1,532,664
     Abstain:                          3,153,786

* Eliminate the fundamental limitation concerning investment in other investment
     companies.

     For:                             46,517,795
     Against:                          1,523,320
     Abstain:                          3,153,786

* Amend the fundamental investment limitation concerning investments in real
     estate.

     For:                             46,513,725
     Against:                          1,527,390
     Abstain:                          3,153,786

* Amend the fundamental investment limitation concerning underwriting.

     For:                             46,511,824
     Against:                          1,529,291
     Abstain:                          3,153,786

* Amend the fundamental investment limitation concerning commodities.

     For:                             46,514,415
     Against:                          1,526,670
     Abstain:                          3,153,786

*    Eliminate the fundamental limitation concerning investments in issuers with
     less than three years of continuous operations.

     For:                             46,489,340
     Against:                          1,551,775
     Abstain:                          3,153,786

*    Eliminate  the  fundamental   limitation  concerning  short  sales,  margin
     purchases, and options.

     For:                             46,487,062
     Against:                          1,554,053
     Abstain:                          3,153,786


                                              www.americancentury.com        21


Background Information
- --------------------------------------------------------------------------------
INVESTMENT PHILOSOPHY  AND POLICIES

     The philosophy behind American Century's Variable  Portfolios funds focuses
on  three  important  principles.  Chiefly,  the  funds  seek to own  successful
companies,  which we define as those whose  earnings and revenues are growing at
accelerating  rates.  In addition,  we attempt to keep the funds fully invested,
regardless of short-term market activity. Experience has shown that market gains
can  occur  in  unpredictable  spurts  and  that  missing  even  some  of  these
opportunities  may  significantly  limit potential for gain.  Finally,  American
Century  Variable  Portfolios  funds are  managed by teams,  rather  than by one
"star"  manager.  We believe  this enables us to make  better,  more  consistent
management decisions.

     VP INTERNATIONAL'S investment objective is capital growth. The fund invests
primarily  in  the  equity   securities  of  foreign   companies   that  exhibit
accelerating earnings growth. It favors companies based in developed markets. It
will typically have significant share price fluctuations.

     International   investing   involves  special  risks  including   political
instability and economic risk.

HOW CURRENCY RETURNS AFFECT  FUND PERFORMANCE

     For U.S. investors, the total return from international stocks includes the
effects of currency fluctuations -- the movement of international currency
values in relation to the value of the U.S. dollar. Currency exchange rates come
into play when international stock income, gains and losses are converted into
U.S. dollars.

     Changing currency values may have a significant impact on the total returns
of  international  stock  funds.  The value of the foreign  investments  held by
international  stock  funds may be reduced or  increased  by changes in currency
exchange rates. The U.S. 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.  This  tended to be the case in 1997,  when the dollar
increased in value against most major foreign currencies.  (The weakened foreign
currencies bought fewer dollars.) Conversely, the U.S. dollar value of a foreign
security  tends to  increase  when the value of the  dollar  falls  against  the
foreign  currency.  (The  stronger  foreign  currency  buys  more  dollars.)  In
addition,  the value of fund assets may be affected by losses and other expenses
incurred in converting  between U.S. dollars and various  currencies in order to
purchase and sell foreign securities.  Currency  restrictions,  exchange control
regulations,  currency  devaluations and political  developments may also affect
net asset value.

COMPARATIVE INDICES

     The following  indices are used in the report to serve as fund  performance
comparisons. They are not investment products available for purchase.

     The  S&P  500  is a  capitalization-weighted  index  of the  stocks  of 500
publicly  traded  U.S.  companies  that are  considered  to be leading  firms in
dominant  industries.  Created by  Standard & Poor's  Corporation,  the index is
viewed as a broad measure of U.S. stock market performance.

     MORGAN STANLEY CAPITAL  INTERNATIONAL  (MSCI) has developed several indices
that measure the  performance  of foreign stock  markets.  The best known is the
EUROPE, AUSTRALASIA,  FAR EAST INDEX (EAFE), which is a widely followed group of
stocks from 20 countries.  Within this index are two narrower indices.  The MSCI
EUROPE measures stock  performance in 14 European  countries.  The MSCI FAR EAST
measures stock performance in Japan, Hong Kong, Malaysia and Singapore.

[left margin]

PORTFOLIO MANAGERS
VP INTERNATIONAL
     HENRIK STRABO
     MARK KOPINSKI


22        1-800-345-3533


Glossary
- --------------------------------------------------------------------------------

RETURNS

* TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal year-by-year total returns,  please refer to the "Financial
Highlights" on page 18.

INVESTMENT TERMS

* MEDIAN MARKET CAPITALIZATION-- Market capitalization (market cap) is the total
value of a  company's  stock and is  calculated  by  multiplying  the  number of
outstanding  common shares by the current share price.  The company whose market
cap is in the  middle  of the  portfolio  is the  median  market  cap.  Half the
companies in the portfolio  have values  greater than the median,  and half have
values that are less. If there is an even number of  companies,  then the median
is the average of the two companies in the middle.

* NUMBER OF  COMPANIES--  the number of different  companies held by a fund on a
given date.

* PORTFOLIO  TURNOVER-- the percentage of a fund's investment  portfolio that is
replaced during a given time period, usually a year. Actively managed portfolios
tend to have higher  turnover than passively  managed  portfolios  such as index
funds.

TYPES OF STOCKS

* CYCLICAL STOCKS--  generally  considered to be stocks whose price and earnings
fluctuations  tend to follow the ups and downs of the business  cycle.  Examples
include the stocks of  automobile  manufacturers,  steel  producers  and textile
operators.

* GROWTH  STOCKS--  stocks  of  companies  that have  experienced  above-average
earnings  growth and are expected to continue  such  growth.  These stocks often
sell at  high  P/E  ratios.  Examples  can  include  the  stocks  of  high-tech,
healthcare and consumer staple companies.

* LARGE-CAPITALIZATION  ("LARGE-CAP") STOCKS-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of more than $5  billion.  These tend to be the stocks  that
make up the Dow Jones Industrial Average and the S&P 500.

* MEDIUM-CAPITALIZATION ("MID-CAP") STOCKS--generally considered to be stocks of
companies  with  a  market  capitalization  (the  total  value  of  a  company's
outstanding  stock) of between $1 billion and $5  billion.  These tend to be the
stocks that make up the S&P 400.

* SMALL-CAPITALIZATION  ("SMALL-CAP") STOCKS-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of less than $1  billion.  These tend to be the stocks  that
make up the Russell 2000 Index.


                                               www.americancentury.com        23


Notes
- --------------------------------------------------------------------------------


24        1-800-345-3533


AMERICAN CENTURY FUNDS
- -------------------------------------------------------------------------------

BENHAM GROUP(reg.sm)

TAXABLE BOND FUNDS

U.S. TREASURY & GOVERNMENT
       Short-Term Treasury
       Short-Term Government 
       GNMA 
       Intermediate-Term Treasury 
       Long-Term Treasury
       Inflation-Adjusted Treasury 
       Target Maturities Trust: 2000 
       Target Maturities Trust: 2005 
       Target Maturities Trust: 2010 
       Target Maturities Trust: 2015 
       Target Maturities Trust: 2020 
       Target Maturities Trust: 2025

CORPORATE & DIVERSIFIED
       Limited-Term Bond
       Intermediate-Term Bond 
       Bond 
       Premium Bond 
       High-Yield Bond

INTERNATIONAL
       International Bond

TAX-FREE & MUNICIPAL BOND FUNDS

MULTIPLE-STATE
       Limited-Term Tax-Free
       Intermediate-Term Tax-Free  
       Long-Term Tax-Free  
       High-Yield Municipal

SINGLE-STATE
       Arizona Intermediate-Term Municipal
       California High-Yield Municipal  
       California Insured Tax-Free  
       California Intermediate-Term Tax-Free  
       California Limited-Term Tax-Free  
       California Long-Term Tax-Free  
       Florida Intermediate-Term Municipal

MONEY MARKET FUNDS

TAXABLE
       Capital Preservation
       Government Agency Money Market 
       Premium Capital Reserve 
       Premium Government Reserve 
       Prime Money Market

TAX-FREE & MUNICIPAL
       California Municipal Money Market
       California Tax-Free Money Market 
       Florida Municipal Money Market 
       Tax-Free Money Market

AMERICAN CENTURY(reg.sm) GROUP

ASSET ALLOCATION
       Strategic Allocation: Conservative
       Strategic Allocation: Moderate 
       Strategic Allocation: Aggressive

BALANCED
       Balanced

CONSERVATIVE EQUITY
       Income and Growth
       Equity Income 
       Value 
       Equity Growth

SPECIALTY
       Utilities
       Real Estate  
       Global Natural Resources  
       Global Gold

SMALL CAP
       Small Cap Quantitative
       Small Cap Value

TWENTIETH CENTURY GROUP

GROWTH
       Select
       Heritage 
       Growth
       Ultra

AGGRESSIVE GROWTH
       Vista
       Giftrust
       New Opportunities

INTERNATIONAL GROWTH
       International Growth
       International Discovery 
       Emerging Markets

GLOBAL
       Global Growth

Please call for a prospectus  or profile on any  American  Century  fund.  These
documents contain important information including charges and expenses,  and you
should read them carefully before you invest or send money.

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

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

INVESTOR SERVICES:
1-800-345-3533

AUTOMATED INFORMATION LINE:
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-345-1833

FAX: 816-340-4360

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.


INVESTMENT MANAGER
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
KANSAS CITY, MISSOURI

THIS REPORT AND THE STATEMENTS IT CONTAINS ARE SUBMITTED FOR THE GENERAL
INFORMATION  OF OUR SHAREHOLDERS. THE REPORT IS NOT  AUTHORIZED FOR DISTRIBUTION
TO PROSPECTIVE INVESTORS UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE
PROSPECTUS.

FUNDS DISTRIBUTOR, INC.

(c) 1999 AMERICAN CENTURY SERVICES CORPORATION


American Century Investments                                           BULK RATE
P.O. Box 419385                                                U.S. POSTAGE PAID
Kansas City, MO 64141-6385                                      AMERICAN CENTURY
www.americancentury.com                                                COMPANIES

9902                                                     Funds Distributor, Inc.
SH-BKT-15058                       (c)1999 American Century Services Corporation
<PAGE>
[Front Cover]                                                  DECEMBER 31, 1998

ANNUAL REPORT

AMERICAN CENTURY
VARIABLE PORTFOLIOS

                              [graphic of stairs]

VARIABLE INSURANCE FUNDS

VP CAPITAL APPRECIATION

                                                  [american century logo(reg.sm)
                                                                        American
                                                                         Century

[inside front cover]

VARIABLE PORTFOLIOS
VP CAPITAL APPRECIATION


Our Message to You
- --------------------------------------------------------------------------------


[photo of James E. Stowers III, and James E. Stowers, Jr.]
James E. Stowers III, seated, with James E. Stowers, Jr.

     This report covers an  investment  year filled with sharp  contrasts.  Many
popular  market  averages set records  earlier in the year,  lifted by a healthy
economy,   low  inflation,   and  widespread   market  optimism,   then  tumbled
dramatically  as the outlook for the U.S.  economy  and for  corporate  earnings
turned pessimistic almost overnight.  The mood swing in market psychology seemed
especially  sharp after the gains over the last several  years--gains  that were
interrupted by relatively few, and very shallow, downdrafts.

     Often forgotten in the earlier,  heady  atmosphere was the wide performance
disparity at work in the market.  Large stocks  outperformed  midsize stocks. In
addition, the very largest stocks in each sector outperformed the smaller stocks
in that  sector by a wide  margin.  For  example,  the  largest  midsize  stocks
outperformed  smaller  midsize stocks.  The same was true of large stocks.  This
made for a very narrow  market  until  October,  when small and  midsize  stocks
rallied sharply and the equity markets began a broad recovery.

     Given the gains of the last several years and the low market volatility, it
is understandable that many investors--especially those who are new to the stock
market--might  find the wide market price fluctuations we've seen in 1998 fairly
stressful.  In our experience,  these swings are an inevitable,  even necessary,
part of the investment process.  They often set the stage for further advances--
which, in fact, we saw in late November. But whatever the market's direction, it
does not pay to get caught up in its  excesses,  whether  overly  optimistic  or
overly pessimistic.  If you have an investment plan, try to stay with it. If you
don't have a plan, this might be a good time to develop one.

     Turning to the  corporate  front,  it is our pleasure to announce  that Jim
Stowers III is now overseeing the management teams of our domestic growth funds,
including VP Capital Appreciation.  In his new role, Jim will work directly with
the equity teams that run the funds' day-to-day  operations.  This change is yet
another important step in our ongoing effort to bring all our funds' performance
up to shareholders' expectations.

     Along  with  his new  duties,  Jim will  remain  American  Century's  Chief
Executive Officer.

     We appreciate your confidence in  American Century. Please share with us
our belief that "The Best is Yet to Be."

Sincerely,

/s/ James E. Stowers, Jr.                             /s/ James E. Stowers III
James E. Stowers, Jr.                                    James E. Stowers III
Chairman of the Board and Founder                        Chief Executive Officer

[Right Margin]

             Table of Contents

   Report Highlights ..........  2
   Market Perspective .........  3
VP CAPITAL APPRECIATION
   Performance Information ....  5
   Management Q&A .............  6
   Portfolio at a Glance ......  6
   Top Ten Holdings ...........  7
   Top Five Industries ........  7
   Types of Investments .......  8
   Schedule of Investments ....  9
   Financial Highlights ....... 17
FINANCIAL STATEMENTS
   Statement of Assets and
   Liabilities ................ 12
   Statement of Operations .... 13
   Statements of Changes
   in Net Assets .............. 14
   Notes to Financial
   Statements ................. 15
   Independent Auditors'
   Report ..................... 18
   Proxy Voting Results ....... 19
OTHER INFORMATION
   Background Information
      Investment Philosophy and
   Policies ................... 21
      Comparative Indices ..... 21
      Portfolio Managers ...... 21
   Glossary ................... 22


                                              www.americancentury.com      1


Report Highlights
- --------------------------------------------------------------------------------

MARKET PERSPECTIVE

o   The year saw an abrupt change in market  psychology.  After  gaining  16.30%
    from  January 1 to July 31, the  Standard  & Poor's  500 Index  lost  14.56%
    during August as fear returned to the marketplace.  The decline  accelerated
    into early  October,  as investors  became  concerned  that the economic and
    financial  problems  in  Southeast  Asia,  Russia  and Brazil  might  affect
    corporate earnings in the U.S.

o   Size mattered.  Investors sought safety in the bluest of blue-chip stocks. A
    case in point:  Through  September  30,  1998,  fewer than 20 of the largest
    stocks  in the S&P 500  were  responsible  for  almost  100% of the  index's
    performance.

o   In  general,  while  there  is  turmoil  in many  world  markets,  economic,
    political and financial  conditions in the United States are quite favorable
    for corporate America and common stock investors.

o   On a global basis,  we have  overcapacity  in many markets,  particularly in
    commodities such as basic foodstuffs, steel, petrochemicals and energy. This
    situation has eliminated  pricing  flexibility in the  marketplace  and thus
    pressured  corporate  earnings,  but  has  also  contributed  to the  lowest
    inflation in three decades.

o   We've been in a relatively  narrow stock market rally for several years, one
    which has seen the prices of large companies bid up to historic levels. As a
    result,  stock prices of midsize and smaller  firms are the most  attractive
    they've been in years.

MANAGEMENT Q&A

o   VP Capital  Appreciation  declined  2.16% over the year ended  December  31,
    1998. Its benchmark, the S&P MidCap 400, gained 19.11%.

o   The fund's return was hampered by an extremely  volatile market that clearly
    favored  large-cap  companies.   Investors  sought  safety  amid  continuing
    economic and financial turmoil in the Far East, Russia and Latin America.

o   A new team, led by portfolio managers Harold Bradley and Linda Peterson, was
    assigned to the fund in April. A significant  restructuring of the portfolio
    followed, as evidenced by the fact that nine of the top-10 performing stocks
    in VP Capital Appreciation were purchased in 1998.

o   The  fund's   holdings  in  computer   software   companies   proved  to  be
    disappointing  over the second half of the year as businesses began delaying
    software  upgrades  to focus on Year 2000  compliance.  Broadcast  and media
    stocks also suffered as the specter of a slowing  economy led advertisers to
    lower spending.

o   Medium-sized drug companies contributed to performance, as did manufacturers
    of  telecommunications  equipment  used in  Internet-related  services.  The
    investment team also expanded the fund's  holdings in companies  involved in
    highway  construction,  which  appear  positioned  for growth as a result of
    increased federal highway spending.

[Left Margin]

          VP CAPITAL APPRECIATION

TOTAL RETURNS:                AS OF 12/31/98
    6 Months                     -3.01%*
    1 Year                       -2.16%
NET ASSETS:                  $448.7 million
INCEPTION DATE:                 11/20/87

*Not annualized

Investment terms are defined in the Glossary on page 22.


1-800-345-3533     2

Market Perspective from Robert C. Puff, Jr.
- --------------------------------------------------------------------------------

[Photo of Robert C. Puff, Jr.]
Robert C. Puff, Jr., Chief Investment Officer of American Century Investment

Management

MARKET PSYCHOLOGY: FEAR AND GREED

     Sometimes a little pain can go a long way.  This was  certainly the case in
1998, when we witnessed an abrupt change in market psychology. Financial markets
are motivated by fear and greed,  and during the '90s,  greed has enjoyed a long
run. In mid-July,  after the S&P 500 peaked,  fear returned to the stock market.
Its entrance was dramatic  but not terribly  surprising.  Market  declines are a
normal part of the investment process. Although they have been notably absent in
the 1990s, in prior decades,  moderate  corrections of 10% happened about once a
year and more  severe  corrections  of up to 15%  occurred  about once every two
years. A correction in the 20% range occurred roughly every three to four years.
On a historical basis, a correction was overdue.

     The decline in the S&P 500 accelerated into early October,  propelled by an
increasingly  restrained  outlook for  corporate  earnings,  apprehension  about
further  economic and political  deterioration  in Southeast Asia,  Russia,  and
Brazil and stubbornly elevated short-term interest rates in the United States.
Serious talk of a U.S. recession also surfaced.

     Money that had been  earmarked  for stocks  instead  sought a safe haven in
U.S. Treasurys and a few popular megastocks. Banks pulled back from lending, and
professional investors were shaken by the problems at a large,  well-known hedge
fund. While many of the pros panicked, individual investors generally stayed the
course,  used the decline as a buying  opportunity,  and were  rewarded when the
market staged a broad recovery that lasted into year end.

ONCE AGAIN, SIZE MATTERED

     August saw a decline of 14.56% in the S&P 500 Index. Especially disturbing,
at least  psychologically,  was the sell-off in the handful of blue-chip  stocks
that had accounted for much of the S&P 500's performance during the last several
years.  In  general,  the  returns of larger  stocks  have been very  impressive
compared with small and midsize stocks.  From January 1994 through October 1998,
large  stocks  outperformed  smaller  stocks  14  out of 19  calendar  quarters.
However,  closer analysis  revealed that the strong  performance of a relatively
limited number of blue-chip and midsize companies masked the price deterioration
of the vast majority of the other 9,000 stocks traded in the United States.  For
example,  through September 30 of this year, fewer than 20 of the largest stocks
in  the  S&P  500  Index  were  responsible  for  almost  100%  of  the  index's
performance.  Fortunately,  the  fourth-quarter  rally had a  broader  focus and
helped many small and midsize stocks.

A GOOD PLACE TO WORK  AND INVEST

     As the chart on page 4 illustrates, U.S. stock returns since 1990 have been
unusually robust, even with the recession of 1990-1991. The S&P 500's average
annual return

[Right Margin]

"The  United  States is a pretty  good place to be. We have a sound  economy,  a
stable government, a generally reasonable regulatory environment,  and a culture
that values creativity and entrepreneurialism."

MARKET RETURNS
FOR THE YEAR ENDED DECEMBER 31, 1998
S&P 500            28.68%
S&P MIDCAP 400     19.11%

RUSSELL 2000       -2.55%
Source: Lipper Analytical Services, Inc.

These  indices   represent  the  performance  of  large-,   medium-  and  small-
capitalization stocks.

[mountain chart-data below]

MARKET PERFORMANCE (GROWTH OF $1.00)
FOR THE YEAR ENDED DECEMBER 31, 1998

S&P 500     S&P MidCap 400      Russell 2000
12/31/89     $1.00         $1.00             $1.00
12/31/90     $0.97         $0.95             $0.81
12/31/91     $1.26         $1.42             $1.18
12/31/92     $1.36         $1.59             $1.39
12/31/93     $1.50         $1.82             $1.66
12/31/94     $1.52         $1.75             $1.63
12/31/95     $2.08         $2.29             $2.09
12/31/96     $2.56         $2.73             $2.43
12/31/97     $3.41         $3.61             $2.98
12/31/98     $4.39         $4.31             $2.90

Value on 12/31/98
S&P 500            $1.29
S&P Midcap 400     $1.18
Russell 2000       $0.97


                                                  www.americancentury.com      3


Market Perspective from Robert C. Puff, Jr.
- ---------------------------------------------------------------------------
                                                                    (Continued)

from  January  1,  1990,  to  December  31,  1998,  was  17.86%,  well above its
historical average of roughly 11%. Midsize and smaller stocks posted respectable
gains during the same period.

     The fact is,  the  United  States is a pretty  good  place to be. We have a
sound  economy,  a  stable  government,   a  generally   reasonable   regulatory
environment,  and a culture that values creativity and  entrepreneurialism.  The
recent national  elections  suggest that our political  attitudes remain solidly
practical and centrist. Our corporate sector is strong and relatively lean. Many
businesses   have   streamlined   operations  and  enhanced   productivity   via
increasingly  powerful--and less  expensive--technology.  Economist Adam Smith's
"invisible hand" continues to be active in getting  businesses to prune,  manage
costs,  and move toward greater  efficiencies.  Overall,  it is a rich,  dynamic
process.

     The Federal  Reserve has done a good job, too. It has kept  interest  rates
stable,  but has been  reasonable  and flexible in its approach,  lowering rates
three times this fall (its first such moves since  1995) to help  stimulate  the
economy.

A DIFFERENT PHASE OF GROWTH

     We are  probably now in a different,  more  moderate  phase of the economic
cycle.  There  appears  to be too  much  of  almost  everything  in  the  global
marketplace.  As an example,  the global production  capacity for automobiles is
estimated to be roughly 28-29 million per year, or about 50% higher than demand.
Much the same is true for other key  commodities,  including  basic  foodstuffs,
steel,  petrochemicals,  and energy.  Overcapacity  and global  competition have
eliminated pricing flexibility from the marketplace, and have contributed to the
lowest  inflation  in more  than 30  years.  Lower  interest  rates may help the
situation,  but it's  doubtful  they will have much  impact on demand,  at least
right  away.  Many  consumers  already  have all they need;  lower  rates  won't
necessarily induce them to buy more.

     At some point, overcapacity will dissipate as many of the world's economies
begin to grow again.  There are already signs of a more responsible  approach to
the Japanese banking and economic  crises.  But in the current  environment,  we
feel  deflation  remains a threat,  and  countries--including  our  own--may  be
tempted to fall into the trap of protectionism.  U.S. manufacturers have already
petitioned  for tariffs to counteract  the dumping of steel and wheat by foreign
producers.  Trade with Asia is largely  one-way;  ships arrive full at our ports
but travel empty on the return trip.

MID-CAP STOCKS: GROWTH IS INEXPENSIVE

     We have been in a relatively  narrow market for the last few years.  Should
the broad year-end market rally  continue,  and reward stocks for their earnings
strength  and not simply for their size,  we believe the  earnings  acceleration
discipline  will do well.  By a number  of  measures,  including  price-earnings
ratios,  growth in the midsized sector is as inexpensive (with a few exceptions)
as it has been in decades.  As always,  marginal companies will continue to have
problems.  However, those midsize firms that have built solid positions in their
markets, and that have deep enough pockets to get past the rough spots, could be
today's bargains and tomorrow's winners.

[Left Margin]

"We have been in a relatively  narrow market for the last few years.  Should the
broad  year-end  market rally  continue,  and reward  stocks for their  earnings
strength  and not simply for their size,  we believe the  earnings  acceleration
discipline will do well."

[mountain chart-data below]

MARKET PERFORMANCE (GROWTH OF $1.00)
FOR THE NINE YEARS ENDED DECEMBER 31, 1998

S&P 500   S&P MidCap 400   Russell
12/31/89       $1.00      $1.00          $1.00
12/31/90       $0.97      $0.95          $0.81
12/31/91       $1.26      $1.42          $1.18
12/31/92       $1.36      $1.59          $1.39
12/31/93       $1.50      $1.82          $1.66
12/31/94       $1.52      $1.75          $1.63
12/31/95       $2.08      $2.29          $2.09
12/31/96       $2.56      $2.73          $2.43
12/31/97       $3.41      $3.61          $2.98
YTD 1998       $3.91      $3.66          $2.59

Value on 12/31/98
S&P 500            $4.39
S&P Midcap 400     $4.31
Russell 2000       $2.90


4     1-800-345-3533


VP Capital Appreciation -- Performance
- ----------------------------------------------------------------------------


TOTAL RETURNS AS OF DECEMBER 31, 1998

                   VP CAPITAL       S&P MIDCAP                     S&P MIDCAP
                  APPRECIATION       400 INDEX      S&P 500     400/BARRA GROWTH
6 MONTHS(1) ......   -3.01%           9.65%           9.37%         20.45%
1 YEAR ...........   -2.16%          19.11%          28.68%         34.86%
AVERAGE ANNUAL RETURNS
3 YEARS ..........   -3.24%          23.37%          28.17%         27.67%
5 YEARS ..........    3.25%          18.84%          24.05%         19.77%
10 YEARS .........    8.70%          19.29%          19.17%           N/A
LIFE OF FUND(2) ..    8.25%          20.08%(3)       19.04%           N/A

(1) Returns for periods less than one year are not annualized.

(2) The Fund's inception date was 11/20/87.

(3) Return from 11/30/87,  the date nearest the fund's  inception for which data
    are  available.  See pages 21 and 22 for  information  about the indices and
    returns.

The chart at left shows the growth of a $10,000  investment over 10 years, while
the chart below shows  year-by-year  performance.  The indices are  provided for
comparison in each chart.  Past  performance  does not guarantee future results.
Investment  return and principal value will fluctuate,  and redemption value may
be more or less than  original  cost.  VP Capital  Appreciation's  total returns
include operating  expenses (such as transaction costs and management fees) that
reduce returns, while the total returns of the indices do not.

[mountain chart-data below]

GROWTH OF $10,000 OVER 10 YEARS

Value as of 12/31/98

VP Capital Appreciation      $23,030
S&P MidCap 400 Index         $57,941
S&P 500 Index                $57,786

                VP Capital        S&P MidCap       S&P 500
             Appreciation 400       Index           Index
12/31/88         $10,000            $10,000       $10,000
12/31/89         $12,872            $13,555       $13,159
12/31/90         $12,711            $12,861       $12,750
12/31/91         $18,035            $19,304       $16,617
12/31/92         $17,793            $21,603       $17,881
12/31/93         $19,627            $24,617       $19,675
12/31/94         $19,398            $23,736       $19,942
12/31/95         $25,430            $31,082       $27,409
12/31/96         $24,332            $37,050       $33,694
12/31/97         $23,539            $48,998       $44,907
12/31/98         $23,030            $57,941       $57,786

[bar chart-data below]

ONE-YEAR RETURNS OVER 10 YEARS (PERIODS ENDING DECEMBER 31)

         VP Capital Appreciation      S&P MidCap 400 Index
12/89             28.72%                      35.55%
12/90             -1.25%                      -5.12%
12/91             41.88%                      50.10%
12/92             -1.34%                      11.91%
12/93             10.31%                      13.95%
12/94             -1.17%                      -3.58%
12/95             31.10%                      30.95%
12/96             -4.32%                      19.20%
12/97             -3.26%                      32.25%
12/98             -2.16%                      19.11%


                                                  www.americancentury.com      5


VP Capital Appreciation--Q&A
- --------------------------------------------------------------------------------


[photo of Harold Bradley and Linda Peterson]
Harold Bradley and Linda Peterson, portfolio managers on the VP Capital
Appreciation investment team

     An interview with Harold Bradley and Linda Peterson,  portfolio managers on
the VP Capital Appreciation investment team.

HOW DID VP CAPITAL APPRECIATION FUND PERFORM OVER THE PAST YEAR?

 VP Capital  Appreciation  lost 2.16%  during the 12 months  ended  December 31,
1998. The historically unprecedented disparity in performance between larger and
smaller stocks, combined with the market's extraordinary  volatility,  adversely
affected the fund's performance. The S&P Midcap 400 Index gained 19.11% in 1998.

WILL YOU  EXPLAIN  VP CAPITAL  APPRECIATION'S  PERFORMANCE  RELATIVE  TO THE S&P
MIDCAP GROWTH INDEX?

     Public    benchmarks    like    the    S&P    Midcap    400    index    are
capitalization-weighted--meaning  the largest  companies have the most impact on
performance.  For example, America Online (AOL) was the best performing stock in
the index, up an unbelievable 617% for the year. VP Capital  Appreciation  seeks
midsized growth stocks, typically less than $5 billion in market capitalization.
At $32 billion in market  capitalization,  AOL fits no  definition  of a mid-cap
stock and, in fact,  was recently  added to the S&P 500, a large-cap  index,  to
reflect this reality.

     Investors  paid a  significant  premium for the  presumed  safety of larger
companies in 1998. They worried that economic  problems in Japan and in emerging
markets   might   derail   growth   prospects   for   the   U.S.   economy   and
disproportionately  hurt the earnings  power of smaller  companies.  Ironically,
many small and midsized companies  nonetheless  demonstrated strong earnings and
revenue progression throughout the year.

WHAT WERE SOME HOLDINGS THAT HELPED DURING THE YEAR?

     Flextronics  International,  a  Singapore-based  contract  manufacturer  of
telecommunications  and networking products,  was our best performing stock. The
company's  expanding  business  reflects  decisions by leading telecom equipment
providers to outsource significant parts of manufacturing operations.

     Forest  Laboratories  rose  sharply  in 1998 and  became  one of the fund's
largest holdings. The company began selling Celexa, a new drug for the treatment
of depression, and quickly exceeded industry expectations for early prescription
sales of the drug. We think Forest may be in a position to capture a significant
share of the antidepressant drug market.

     Waters  Corporation,  our largest  holding,  makes  equipment  used by drug
makers to identify and analyze drug  compounds and the relative  purity of those
compounds. New product cycles for generic drug manufacturers

[Left Margin]

"(Investors)  worried that  economic  problems in Japan and in emerging  markets
might derail growth prospects for the U.S. economy and  disproportionately  hurt
the earnings power of smaller companies."

PORTFOLIO AT A GLANCE

                       12/31/98          12/31/97
NO. OF COMPANIES          84                50
MEDIAN P/E RATIO         29.3              25.2
MEDIAN MARKET             3.37              2.15
CAPITALIZATION          BILLION           BILLION
PORTFOLIO TURNOVER        206%              107%

Investment terms are defined in the Glossary on page 22.

6     1-800-345-3533


VP Capital Appreciation--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

and biotechnology companies generated strong demand for this equipment.

     Our  investment  in the Metzler  Group,  a leading  provider of  consulting
services to energy-based and other regulated  industries,  represents VP Capital
Appreciation's  focus on both  growth and  recurring  revenue  streams.  Metzler
generally delivers its services based on long-term contracts.  Consolidation and
emerging  competition  in the utility  sector  should place  Metzler in a strong
position  to advise  utility  executives  about cost  management  practices  and
operational efficiency.

WHAT STOCKS OR INDUSTRIES  HURT FUND PERFORMANCE THIS YEAR?

     Investments  in some software  companies,  financial  services,  and energy
services hurt investment performance. The technology group was battered mid-year
when  investors  began to fear that the  global  economy  would  slow.  Software
companies found that customers were delaying orders as they focused resources on
making  sure  systems  were  Year 2000  compliant.  FileNet,  one of the  second
quarter's best performers,  sold off sharply when the company blamed an earnings
shortfall on purchase  deferrals by clients  worried  about fixing the Year 2000
"bug."

     Energy  services  stocks  proved to be very  disappointing  in 1998. At the
beginning of the year, we owned several offshore drilling and service companies.
As  the  Asian  economic   problems  spread,   global  demand  for  oil  dropped
precipitously  and prices for oil and  related  products  fell  sharply.  We saw
little  visible  earnings  growth in the group the remainder of the year after a
midyear exit from those names.

     Broadcast  and  media  stocks  such as Jacor  Communications  and  Sinclair
Broadcasting  also  contributed  negatively to  performance.  Surveys of company
spending plans indicated that fears of a slowing economy would seriously curtail
1999  ad  spending.  Many  broadcasters  had  been  aggressively   consolidating
businesses and required a consistent  and high level of advertising  revenues to
service their large debt.  When  investors  became  concerned  about stable cash
flows, they sold the stocks.

WHAT CHANGES DID YOU MAKE IN  THE PORTFOLIO DURING THE YEAR?

     The transition of the portfolio  management  team in March of 1998 led to a
significant  restructuring  of the  portfolio.  In  fact,  nine  of  the  top 10
performing  stocks in VP Capital  Appreciation  were purchased  during the year.
Stocks such as Network  Associates,  Ascend,  Intuit, and USA Networks performed
strongly in the fourth quarter as investors recognized each company was uniquely
positioned to benefit from surging electronic commerce activities.

     The fund also  enjoyed  strong  performance  from Biogen and  Immunex,  two
biotechnology  firms that have  successfully  moved drugs from the laboratory to
strong product  pipelines.  Biogen  manufactures  Avonex, a leading drug for the
treatment of multiple sclerosis.  Immunex experienced rapid market acceptance of
Enbrel,  a drug  used to treat  rheumatoid  arthritis,  an  ailment  that  often
accompanies aging.

     Increased  emphasis  on  diversification  led  us  to  build  positions  in
companies connected with the highway construction industry.  These companies are
likely to benefit  from a 40%  increase in federal  highway  spending  under the
recently  passed  five-year  Federal  Transportation  Equity  Act for  the  21st
Century. Such firms appear positioned

TOP TEN HOLDINGS
                            % OF FUND INVESTMENTS
                             AS OF          AS OF
                           12/31/98        6/30/98
WATERS CORP.                  3.1%           2.1%
GLOBAL TELESYSTEMS
GROUP, INC.                   3.1%            --
BIOMATRIX, INC.               3.0%            --
METZLER GROUP,
INC. (THE)                    3.0%            --
GEMSTAR INTERNATIONAL
GROUP LTD.                    2.9%            --
ASTEC INDUSTRIES,
INC.                          2.7%            --
FOREST LABORATORIES,
INC.                          2.7%           1.7%
USA NETWORKS INC.             2.6             --
IMMUNEX CORP.                 2.5%            --
NETWORK ASSOCIATES
INC.                          2.5%           2.2%

TOP FIVE INDUSTRIES
                             % OF FUND INVESTMENTS
                              AS OF           AS OF
                            12/31/98         6/30/98
BROADCASTING & MEDIA          9.1%             3.7%
COMPUTER SOFTWARE
& SERVICES                    8.1%            10.6%
PHARMACEUTICALS               8.0%             7.2%
BIOTECHNOLOGY                 7.5%             0.4%
ELECTRICAL & ELECTRONIC
COMPONENTS                    5.8%             4.9%


                                                 www.americancentury.com     7


VP Capital Appreciation--Q&A
- --------------------------------------------------------------------------
                                                                (Continued)

to generate  strong  growth with a smaller risk to earnings  from any slowing of
the economy. One company in particular, and one of our top 10 holdings, is Astec
Industries,  a small  Tennessee-based  maker of equipment  used to strip asphalt
from road beds.

Over the  fourth  quarter,  we also  redirected  more  investment  dollars  into
selected  technology  companies.  We were  particularly  interested in companies
involved in  manufacturing  computer  chips--a  sector we had reduced during the
first part of the year--amid  signs that growth rates for these firms were again
ramping up.

WHAT IS YOUR OUTLOOK FOR VP CAPITAL APPRECIATION?

     The last year represented an extremely  unusual year for a market that both
rewarded  and punished  stocks  based on size and little  else.  We think that a
change in market  leadership  to small- and mid-cap  companies is probable.  The
philosophy here is "money follows earnings." Eventually, the market will pay for
the best companies  with the best earnings and revenues.  We think that the most
visible  earnings  growth and best relative  prices  currently  exist in mid-cap
stocks. That's where we plan to stay.

[Left Margin]

"The philosophy here is `money follows  earnings'.  Eventually,  the market will
pay for the best earnings and revenues.  We think that the most visible earnings
growth and best relative prices currently exist in mid-cap stocks.  That's where
we plan to stay"

TYPES OF INVESTMENTS IN  THE PORTFOLIO

AS OF DECEMBER 31, 1998
Temporary Cash Investments     1.2%
Common Stocks                 98.8%

AS OF JUNE 30, 1998
Temporary Cash Investments     2.6%
Common Stocks                 97.4%


8     1-800-345-3533



VP Capital Appreciation -- Schedule of Investments
- --------------------------------------------------------------------------------

DECEMBER 31, 1998

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

COMMON STOCKS-- 98.8%

AEROSPACE & DEFENSE--1.2%
                  378,400  Bombardier Inc. Cl B ORD           $      5,439,978
                                                              ------------------

AUTOMOBILES & AUTO PARTS--1.4%
                  244,600  Tower Automotive, Inc.(1)                 6,099,713
                                                              ------------------

BANKING--0.9%
                   17,800  Dexia France ORD                          2,742,528
                    2,700  M & T Bank Corporation                    1,401,131
                                                              ------------------
                                                                     4,143,659
                                                              ------------------

BIOTECHNOLOGY--7.5%
                   22,100  Biogen, Inc.(1)                           1,832,919
                  232,700  Biomatrix, Inc.(1)                       13,554,775
                  160,900  Centocor, Inc.(1)                         7,250,555
                   89,400  Immunex Corp.(1)                         11,197,350
                                                              ------------------
                                                                    33,835,599
                                                              ------------------

BROADCASTING & MEDIA--9.1%
                   96,700  Adelphia Communications
                              Corp. Cl A(1)                          4,430,069
                   99,500  Comcast Corp. Cl A                        5,724,358
                   69,500  Cox Communications, Inc. Cl A(1)          4,804,188
                  227,000  Gemstar International Group Ltd.(1)      12,988,656
                   53,100  United Video Satellite
                              Group Inc. Cl A(1)                     1,247,850
                  358,600  USA Networks Inc.(1)                     11,867,419
                                                               -----------------
                                                                    41,062,540
                                                               -----------------

BUSINESS SERVICES & SUPPLIES--4.7%
                  192,100  Mastech Corp.(1)                          5,462,844
                   63,000  MAXIMUS, Inc.(1)                          2,331,000
                  276,500  Metzler Group, Inc. (The)(1)             13,453,453
                                                               -----------------
                                                                    21,247,297
                                                               -----------------

COMMUNICATIONS EQUIPMENT--5.1%
                  112,200  3Com Corp.(1)                             5,031,469
                  150,600  ADC Telecommunications, Inc.(1)           5,214,525
                  154,800  Ascend Communications, Inc.(1)            10,182,937
                  169,000  Brightpoint, Inc.(1)                       2,307,906
                                                               -----------------
                                                                     22,736,837
                                                               -----------------

COMPUTER SOFTWARE & SERVICES--8.1%
                   62,300  Adobe Systems Inc.                         2,916,419
                   23,100  Electronic Arts Inc.(1)                    1,295,044
                   34,600  HBO & Co.                                    993,668
                  152,600  Intuit Inc.(1)                            11,063,500
                  168,746  Network Associates Inc.(1)                11,195,242
                  205,500  Novell, Inc.(1)                            3,731,109
                   98,000  Synopsys, Inc.(1)                          5,310,375
                                                               -----------------
                                                                     36,505,357
                                                               -----------------


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

CONSTRUCTION & PROPERTY
DEVELOPMENT--5.8%
                  558,840  CR                                         9,484,678
                  182,400  Granite Construction Inc.                  6,121,800
                   31,900  Lafarge SA ORD                             3,031,191
                  119,300  Martin Marietta Materials, Inc.            7,418,969
                                                               -----------------
                                                                     26,056,638
                                                               -----------------

CONTROL & MEASUREMENT--3.1%
                  161,600  Waters Corp.(1)                           14,099,600
                                                               -----------------

EDUCATION--0.6%
                   82,000  Sylvan Learning Systems, Inc.(1)           2,503,563
                                                               -----------------

ELECTRICAL &
ELECTRONIC COMPONENTS--5.8%
                   83,200  Altera Corp.(1)                            5,059,600
                  115,600  Flextronics International Ltd. ADR(        9,919,924
                   31,600  PMC-Sierra, Inc.(1)                        1,991,788
                   69,800  Vitesse Semiconductor Corp.(1)             3,180,263
                   90,900  Xilinx, Inc.(1)                            5,917,022
                                                                ----------------
                                                                    26,068,597
                                                                ----------------

ENERGY (PRODUCTION &
MARKETING)--2.6%
                  309,100  Alberta Energy Co. Ltd. ORD               6,665,555
                   50,300  Burlington Resources Inc.                 1,801,369
                   85,700  Sunoco, Inc.                              3,090,556
                                                                ----------------
                                                                    11,557,480
                                                                ----------------

ENERGY (SERVICES)
- --0.7%
                  114,300  Ballard Power Systems Inc.(1)             3,132,534
                                                                ----------------

FINANCIAL SERVICES --1.5%
                   44,500  Jefferies Group, Inc.                     2,208,312
                    1,354  Julius Baer Holding AG ORD                4,498,552
                                                                ----------------
                                                                     6,706,864
                                                                ----------------

FOOD & BEVERAGE --1.3%
                  233,600  Whitman Corp.                              5,927,600
                                                                ----------------

HEALTHCARE --2.8%
                   52,800  Bausch & Lomb Inc.                         3,168,000
                  125,800  Total Renal Care Holdings, In              3,718,963
                   48,300  United HealthCare Corp.                    2,079,919
                   40,000  Wellpoint Health Networks Inc.(1)          3,480,000
                                                                ----------------
                                                                     12,446,882
                                                                ----------------

INSURANCE --3.2%
                   92,300  Reinsurance Group of
                              America, Inc. Cl A                      5,607,225
                  105,500  ReliaStar Financial Corp.                  4,866,188
                   63,500  UNUM Corp.                                 3,706,813
                                                                 ---------------
                                                                     14,180,226
                                                                 ---------------

See Notes to Financial Statements

                                                      www.americancentury.com  9


VP Capital Appreciation -- Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)

DECEMBER 31, 1998

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

LEISURE --4.1%
                  210,000  Harley-Davidson, Inc.             $       9,948,750
                  275,800  Premier Parks Inc.(1)                     8,342,950
                                                                ----------------
                                                                    18,291,700
                                                                ----------------

MACHINERY & EQUIPMENT --2.7%
                  221,600  Astec Industries, Inc.(1)                12,326,500
                                                                ----------------

METALS & MINING --2.0%
                  113,800  Barrick Gold Corp.                        2,219,100
                  179,900  Placer Dome Inc.                          2,068,850
                  111,300  Stillwater Mining Co.(1)                  4,563,300
                                                                ----------------
                                                                     8,851,250
                                                                ----------------

PHARMACEUTICALS --8.0%
                  294,000  Bergen Brunswig Corp. Cl A               10,253,250
                  228,200  Forest Laboratories, Inc.(1)             12,137,388
                   30,900  McKesson Corp.                            2,443,031
                  347,400  Mylan Laboratories Inc.                  10,943,100
                                                                ----------------
                                                                    35,776,769
                                                                ----------------

PRINTING & PUBLISHING
- --0.8%
                  221,400  Ziff-Davis Inc.(1)                        3,500,888
                                                                ----------------

RAILROAD --1.2%
                   47,900  Kansas City Southern Industries, Inc.      2,356,081
                   64,900  Union Pacific Corp.                        2,924,556
                                                                ----------------
                                                                      5,280,637
                                                                ----------------

REAL ESTATE --2.1%
                  153,300  Archstone Communities Trust                3,104,325
                  294,300  Developers Diversified Realty Corp.        5,223,825
                   50,600  Liberty Property Trust                     1,246,025
                                                                ----------------
                                                                      9,574,175
                                                                ----------------

RETAIL (APPAREL) --1.1%
                  164,700  Talbots, Inc.                              5,167,463
                                                                ----------------

RETAIL (FOOD & DRUG) --0.6%
                  244,600  Food Lion, Inc. Cl A                       2,583,588
                                                                ----------------

RETAIL (GENERAL MERCHANDISE) --0.6%
                   43,900  Best Buy Co., Inc.(1)                      2,694,363
                                                                ----------------

RETAIL (SPECIALTY)
- --1.3%
                   66,600  Hasbro, Inc.                               2,405,925
                   62,000  Ticketmaster Online-
                      CitySearch, Inc. Cl B(1)                        3,534,000
                                                                ----------------
                                                                      5,939,925
                                                                ----------------

TELEPHONE COMMUNICATIONS
- --3.1%
                  246,500  Global TeleSystems Group, Inc.(1)         13,726,969
                                                                ----------------

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

TRANSPORTATION --1.6%
                   69,100  Airborne Freight Corp.                  $   2,491,919
                   69,900  Atlas Air, Inc.(1)                          3,420,731
                   16,400  FDX Corporation(1)                          1,459,600
                                                                 ---------------
                                                                       7,372,250
                                                                 ---------------

UTILITIES
- --4.2%
                   53,100  Baltimore Gas & Electric Co.                1,639,463
                   43,000  CMS Energy Corp.                            2,082,813
                  143,800  Montana Power Co.                           8,133,688
                   87,589  NIPSCO Industries, Inc.                     2,665,990
                   51,400  SCANA Corp.                                 1,657,650
                   71,500  Utilicorp United Inc.                       2,623,156
                                                                 ---------------
                                                                      18,802,760
                                                                 ---------------

TOTAL COMMON STOCKS                                                  443,640,201
 Cost $351,405,334)                                              ---------------

 TEMPORARY CASH INVESTMENTS -- 1.2%

   Repurchase Agreement, State Street Boston Corp.,
    (U.S. Treasury obligations), in a joint trading
    account at 4.80%, dated 12/31/98,
    due 1/4/99 (Delivery value $5,202,773)                             5,200,000
                                                                 ---------------
   (Cost $5,200,000)

TOTAL INVESTMENT SECURITIES--100.0%                                 $448,840,201
                                                                 ===============
   (Cost $356,605,334)



 FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
   Contracts              Settlement                                Unrealized
    to Sell                  Date              Value                Gain (Loss)
 3,046,500 CHF             1/29/99           $2,223,145              $ 4,724
16,397,150  FRF            1/29/99            2,937,050               (20,082)
                                          --------------------------------------
                                             $5,160,195              $(15,358)
                                          ======================================
(Value on Settlement Date $5,144,837)

                                              See Notes to Financial Statements


10   1-800-345-3533


VP Capital Appreciation -- Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)

NOTES TO SCHEDULE OF INVESTMENTS

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

(1)  Non-income producing.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  shows  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:

o a list of each investment
o the number of shares of each stock
o the market value of each investment
o the percentage of total investments in each industry
o the percent and dollar breakdown of each investment category

See Notes to Financial Statements

                                                 www.americancentury.com      11


Statement of Assets and Liabilities
- --------------------------------------------------------------------------------

DECEMBER 31, 1998
ASSETS

Investment securities, at value
(identified cost of $356,605,334) (Note 3) .....................  $ 448,840,201
Cash ...........................................................        385,300
Receivable for forward foreign currency exchange contracts .....          4,724
Receivable for investments sold ................................      2,024,628
Dividends and interest receivable ..............................        303,380
                                                                  -------------
                                                                    451,558,233
                                                                  -------------
LIABILITIES
Disbursements in excess of demand deposit cash .................         48,641
Payable for investments purchased ..............................      1,266,758
Payable for forward foreign currency exchange contracts ........         20,082
Payable for capital shares redeemed ............................      1,162,027
Accrued management fees (Note 2) ...............................        358,976
Payable for directors' fees and expenses .......................            679
                                                                  -------------
                                                                      2,857,163
                                                                  -------------
Net Assets
                                                                  $ 448,701,070
                                                                  =============
CAPITAL SHARES, $0.01 PAR VALUE
Authorized .....................................................    200,000,000
                                                                  =============
Outstanding ....................................................     49,756,671
                                                                  =============

Net Asset Value Per Share ......................................  $        9.02
                                                                  =============
NET ASSETS CONSIST OF:
Capital (par value and paid-in surplus)
                                                                  $ 397,504,752
Undistributed net investment income ............................         15,357
Accumulated net realized loss from investments and foreign
currency transactions
                                                                    (41,039,082)
Net unrealized appreciation on investments and translation of
assets and liabilities in foreign currencies (Note 3) ..........     92,220,043
                                                                  -------------
                                                                  $ 448,701,070
                                                                  =============

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF ASSETS AND  LIABILITIES--This  statement details
what the Fund owns (assets),  what it owes (liabilities),  and its net assets as
of the last day of the period.  If you subtract  what the fund owes from what it
owns, you get the fund's net assets.  The net assets divided by the total number
of shares  outstanding  gives you the price of an individual  share,  or the net
asset value per share.

NET ASSETS are also broken down by capital (money invested by shareholders); net
investment  income not yet paid to  shareholders or net investment  losses;  net
gains earned on investments  but not yet paid to  shareholders  or net losses on
investments (known as realized gains or losses); and finally, gains or losses on
securities  still  owned  by the  fund  (known  as  unrealized  appreciation  or
depreciation).  This  breakdown  tells  you the  value  of net  assets  that are
performance-related,  such as investment  gains or losses,  and the value of net
assets that are not related to performance,  such as shareholder investments and
redemptions.

                                              See Notes to Financial Statements

12     1-800-345-3533


Statement of Operations
- --------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 1998

INVESTMENT LOSS
Income:
Dividends (Net of foreign taxes withheld of $61,258) ............  $  3,146,953
Interest ........................................................     1,417,644
                                                                   ------------
                                                                      4,564,597
                                                                   ------------

Expenses (Note 2):
Management fees .................................................     4,894,589
Directors' fees and expenses ....................................         4,608
                                                                   ------------
                                                                      4,899,197
                                                                   ------------
NET INVESTMENT LOSS .............................................      (334,600)
                                                                   ------------

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

Net realized loss on:
Investments .....................................................   (40,863,563
Foreign currency transactions ...................................      (246,146)
                                                                   ------------
                                                                    (41,109,709)
                                                                   ------------

Change in net unrealized appreciation on:

Investments .....................................................    29,986,276
Translation of assets and liabilities in foreign currencies .....       (14,824)
                                                                   ------------
                                                                     29,971,452
                                                                   ------------
Net realized and unrealized loss
on investments and foreign currency .............................   (11,138,257)
                                                                   ------------

Net Decrease in Net Assets Resulting from Operations ............  $(11,472,857)
                                                                   ============

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF  OPERATIONS--This  statement breaks down how the
fund's  net  assets  changed  during  the  period  as a  result  of  the  fund's
operations.  It tells you how much money the fund made or lost after taking into
account income,  fees and expenses,  and investment gains or losses. It does not
include shareholder transactions and distributions.

Fund OPERATIONS include:
o income earned from investments (dividend and interest)
o management fees and other expenses
o gains or losses from selling investments (known as realized gains or losses) 
o gains or losses on current fund holdings (known as unrealized  appreciation or
  depreciation)

See Notes to Financial Statements

                                                   www.americancentury.com    13


Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1997 Decrease in Net Assets

                                                                 1998              1997
OPERATIONS
<S>                                                        <C>            <C>             
Net investment loss ...................................... $    (334,600) $    (5,504,373)

Net realized gain (loss) on investments
   and foreign currency transactions .....................   (41,109,709)      70,911,491

Change in net unrealized appreciation on investments
  and translation of assets and liabilities in
  foreign currencies .....................................    29,971,452      (93,752,280)
                                                           -------------  ---------------

Net decrease in net assets resulting from operations .....   (11,472,857)     (28,345,162)
                                                           -------------  ---------------

DISTRIBUTIONS TO SHAREHOLDERS
From net realized gains on investment transactions .......   (27,508,013)     (23,310,498)
                                                           -------------  ---------------

CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ................................    89,576,218      256,265,618
Proceeds from reinvestment of distributions ..............    27,508,013       23,310,498
Payments for shares redeemed .............................  (223,100,347)    (948,087,451)
                                                           -------------  ---------------
Net decrease in net assets from capital share transactions  (106,016,116)    (668,511,335)
                                                           -------------  ---------------
Net decrease in net assets ...............................  (144,996,986)    (720,166,995)

NET ASSETS
Beginning of year ........................................   593,698,056    1,313,865,051
                                                           -------------  ---------------
End of year .............................................. $ 448,701,070  $   593,698,056
Undistributed investment income .......................... $      15,357             --

TRANSACTIONS IN SHARES OF THE FUND

Sold .....................................................     9,910,966       25,776,090
Issued in reinvestment of distributions ..................     2,859,461        2,633,955
Redeemed .................................................   (24,365,539)     (95,401,790)
                                                           -------------  ---------------
Net decrease .............................................   (11,595,112)     (66,991,745)
</TABLE>

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF CHANGES IN NET ASSETS--These statements show how
the fund's net assets  changed over the past two reporting  periods.  It details
how much a fund grew or shrank as a result of:

o operations-a summary of the Statement of Operations from the previous page for
  the most recent period
o distributions-income and gains distributed to shareholders
o capital share transactions-shareholders' purchases, reinvestments, and
  redemptions

Net  assets  at the  beginning  of  the  period  plus  the  sum  of  operations,
distributions  to  shareholders  and capital  share  transactions  result in net
assets at the end of the period.

                                              See Notes to Financial Statements

14     1-800-345-3533


Notes to Financial Statements
- --------------------------------------------------------------------------------


DECEMBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION  --  American   Century   Variable   Portfolios,   Inc.,  (the
Corporation)  is  registered  under  the  Investment  Company  Act of 1940 as an
open-end diversified management investment company.  American Century VP Capital
Appreciation  (the  Fund)  is one of the  six  series  of  funds  issued  by the
Corporation.  The Fund's investment  objective is capital growth. The Fund seeks
to achieve its investment objective by investing primarily in common stocks that
are  considered  by  management  to  have   better-than-average   prospects  for
appreciation.  The following  significant  accounting policies are in accordance
with generally accepted accounting principles.

     SECURITY VALUATIONS -- Portfolio securities traded primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or regulation.  When valuations are
not readily  available,  securities  are valued at fair value as  determined  in
accordance with procedures adopted by the Board of Directors.

     SECURITY  TRANSACTIONS -- Security transactions are accounted for as of the
trade date. Net realized gains and losses are determined on the identified  cost
basis, which is also used for federal income tax purposes.

     INVESTMENT  INCOME -- Dividend  income less foreign taxes withheld (if any)
is  recorded  as of the  ex-dividend  date.  Interest  income is recorded on the
accrual basis and includes accretion of discounts and amortization of premiums.

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

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

     Net realized  and  unrealized  foreign  currency  exchange  gains or losses
occurring  during the holding period of investments  are a component of realized
gain  (loss)  on  investments  and  unrealized  appreciation  (depreciation)  on
investments, respectively.

     FORWARD  FOREIGN  CURRENCY  EXCHANGE  CONTRACTS  -- The Fund may enter into
forward foreign currency exchange contracts for the purpose of settling specific
purchases or sales of securities  denominated in a foreign  currency or to hedge
the Fund's  exposure  to  foreign  currency  exchange  rate  fluctuations.  When
required,  the Fund will segregate  assets in an amount  sufficient to cover its
obligations  under the hedge  contracts.  The net U.S.  dollar  value of foreign
currency  underlying  all  contractual  commitments  held  by the  Fund  and the
resulting  unrealized  appreciation or depreciation  are determined  daily using
prevailing exchange rates.  Forward contracts involve elements of risk in excess
of the amount  reflected in the  Statement of Assets and  Liabilities.  The Fund
bears the risk of an unfavorable  change in the foreign  currency  exchange rate
underlying  the  forward  contract.  Additionally,   losses  may  arise  if  the
counterparties do not perform under the contract terms.

     REPURCHASE AGREEMENTS -- The Fund may enter into repurchase agreements with
institutions that the Fund's  investment  manager,  American Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost. The Fund requires that the collateral, represented by securities, received
in a  repurchase  transaction  be  transferred  to  the  custodian  in a  manner
sufficient  to enable  the Fund to  obtain  those  securities  in the event of a
default under the repurchase  agreement.  ACIM monitors,  on a daily basis,  the
securities  transferred to ensure the value,  including accrued interest, of the
securities  under each repurchase  agreement is equal to or greater than amounts
owed to the Fund under each repurchase agreement.

     JOINT  TRADING  ACCOUNT -- Pursuant  to an  Exemptive  Order  issued by the
Securities  and  Exchange  Commission,  the Fund,  along with  other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase agreements that are collateralized by U.S.
Treasury or Agency obligations.

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

                                                    www.americancentury.com   15


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)

DECEMBER 31, 1998

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

     At  December  31,  1998,   accuulated  net  realized  loss   carryovers  of
approimately  $40,123,653  (expiring  2006) may be used to offset future taxable
gains.

     The  character of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These differences  reflect the differing character
of certain income items and net capital gains and losses for financial statement
and tax  purposes  and may  result in  reclassification  among  certain  capital
accounts.

     ADDITIONAL   INFORMATION   --  Funds   Distributor,   Inc.   (FDI)  is  the
Corporation's  distributor.  Certain  officers  of FDI are also  officers of the
Corporation.

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

     The  shareholders  of the Corporation  approved a new Management  Agreement
with ACIM on November 16, 1998,  effective  November  17,  1998.  The  Agreement
provides the Fund with investment  advisory and management  services in exchange
for a single, unified fee. The Agreement provides that all expenses of the Fund,
except brokerage commissions,  taxes, interest,  expenses of those directors who
are not considered  "interested  persons " as defined in the Investment  Company
Act of 1940 (including counsel fees) and extraordinary expenses, will be paid by
ACIM.  The fee is computed  daily and paid monthly  based on the Fund's  average
daily closing net assets during the previous month.

The annualized fee schedule for the Fund is as follows:

     1.00% on the first $500 million 
     0.95% on the next $500 million 
     0.90% thereafter

     Prior to November  17,  1998,  the annual  management  fee for the Fund was
1.00%.

     Certain  officers and directors of the Corporation are also officers and/or
directors,  and,  as a  group,  controlling  stockholders  of  American  Century
Companies,  Inc., the parent of the Corporation's  investment manager, ACIM, and
the Corporation's transfer agent, American Century Services Corporation.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

     Purchases  and  sales  of  investment   securities,   excluding  short-term
investments, totaled $962,121,009 and $996,350,221, respectively.

     As of December  31,  1998,  accumulated  net  unrealized  appreciation  was
$91,328,418,  based on the aggregate cost of investments  for federal income tax
purposes  of  $357,511,783,   which  consisted  of  unrealized  appreciation  of
$94,745,420 and unrealized depreciation of $3,417,002.

- --------------------------------------------------------------------------------
4. BANK LOANS

     Effective  December 18,  1998,  the Fund,  along with  certain  other funds
managed by ACIM,  entered  into an  unsecured  $570,000,000  bank line of credit
agreement with Chase Manhattan.  Borrowings under the agreement bear interest at
the Federal  Funds rate plus 0.40%.  The Fund may borrow money for  temporary or
emergency purposes to fund shareholder redemptions. The Fund did not borrow from
the line during the period ended December 31, 1998.


16     1-800-345-3533


<TABLE>
<CAPTION>
VP Capital Appreciation -- Financial Highlights
- --------------------------------------------------------------------------------

                                             FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31
                                       1998            1997              1996              1995           1994
PER-SHARE DATA

Net Asset Value,
<S>                             <C>             <C>               <C>               <C>             <C>          
Beginning of Year ............. $        9.68   $       10.24     $       12.06     $        9.21   $        9.32
                                -------------   -------------     -------------     -------------   -------------
Income From Investment
Operations Net
Investment Income (Loss) ......         (0.01)          (0.05)(1)         (0.06)(1)         (0.02)           0.01
Net Realized and
Unrealized Gain (Loss) on
Investment Transactions .......         (0.17)          (0.30)            (0.40)             2.88           (0.12)
                                -------------   -------------     -------------     -------------   -------------
Total From Investment
Operations ....................         (0.18)          (0.35)            (0.46)             2.86           (0.11)
                                -------------   -------------     -------------     -------------   -------------
Distributions
From Net Investment Income ....          --              --                --               (0.01)           --
From Net Realized Gains on
Investment Transactions .......         (0.48)          (0.21)            (1.36)             --              --
                                -------------   -------------     -------------     -------------   -------------
Total Distributions ...........         (0.48)          (0.21)            (1.36)            (0.01)           --
                                -------------   -------------     -------------     -------------   -------------
Net Asset Value, End of Year .. $        9.02   $        9.68     $       10.24     $       12.06   $        9.21
                                -------------   -------------     -------------     -------------   -------------
TOTAL RETURN(2) ...............         (2.16)%         (3.26)%           (4.32)%           31.10%          (1.17)%
RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
to Average Net Assets .........          1.00%           1.00%             1.00%             0.99%           1.00%
Ratio of Net Investment
Income (Loss) to Average
Net Assets ....................         (0.07)%         (0.53)%           (0.59)%           (0.23)%          0.11%
Portfolio Turnover Rate .......           206%            107%              182%              147%            115%

Net Assets, End of Year
(in thousands) ................ $     448,701   $     593,698     $   1,313,865     $   1,461,124   $   1,002,577
</TABLE>

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

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

- --------------------------------------------------------------------------------
UNDERSTANDNG  THE  FINANCIAL   HIGHLIGHTS--This  page  itemizes  current  period
activity and  statistics and provides  comparison  data for the last five fiscal
years.

On a per-share basis, it includes:

o share price at the beginning of the period
o investment income and capital gains or losses
o income and capital gains distributions paid to shareholders
o share price at the end of the period


It also includes some key statistics for the period:

o total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions
o expense ratio--operating  expenses as a percentage of average net assets 
o net income ratio--net investment income as a percentage of average net assets
o portfolio  turnover--the  percentage of the portfolio that was replaced during
  the period

See Notes to Financial Statements

                                                www.americancentury.com       17


Independent Auditors' Report
- --------------------------------------------------------------------------------

The Board of Directors and Shareholders,
American Century Variable Portfolios, Inc:

   We have  audited  the  accompanying  statement  of  assets  and  liabilities,
including  the  schedule  of  investments,   of  American   Century  VP  Capital
Appreciation  (the  "Fund  "),  one of the  funds  comprising  American  Century
Variable Portfolios, Inc., as of December 31, 1998, and the related statement of
operations for the year then ended,  the statements of changes in net assets for
each of the two years in the period then ended, and the financial highlights for
each of the five years in the period then ended. These financial  statements and
the financial  highlights are the responsibility of the Fund's  management.  Our
responsibility  is to express an opinion on these  financial  statements and the
financial highlights based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of securities owned at December
31,  1998 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

   In our opinion,  such financial  statements and financial  highlights present
fairly, in all material respects,  the financial position of American Century VP
Capital  Appreciation as of December 31, 1998, the results of its operations for
the year then ended,  the changes in its net assets for each of the two years in
the period then ended,  and the financial  highlights for each of the five years
in the period  then  ended in  conformity  with  generally  accepted  accounting
principles.

Deloitte & Touche LLP
Kansas City, Missouri
February 5, 1999


18     1-800-345-3533


Proxy Voting Results
- --------------------------------------------------------------------------------

     An annual meeting of shareholders was held on November 16, 1998, to vote on
the following proposals.  All of the proposals received the required majority of
votes and were adopted.

     A summary of voting results is listed below each proposal.

PROPOSAL 1:

     To  elect a Board of  Directors  of nine  members  to hold  office  for the
ensuing year or until their successors are elected and qualified.


     James E. Stowers, Jr.
     For:                            50,665,443
     Withheld:                          867,661

     James E. Stowers III
     For:                            50,688,830
     Withheld:                          844,274

     Thomas A. Brown
     For:                            50,813,379
     Withheld:                          719,725

     Robert W. Doering, M.D.
     For:                            50,773,768
     Withheld:                          759,336

     Andrea C. Hall, Ph.D.
     For:                            50,848,633
     Withheld:                          684,471

     D.D. (Del) Hock
     For:                            50,779,990
     Withheld:                          753,114

     Donald H. Pratt
     For:                            50,907,216
     Withheld:                          625,888

     Lloyd T. Silver, Jr.
     For:                           50,737,933
     Withheld:                         795,171

     M. Jeannine Strandjord
     For:                           50,819,332
     Withheld:                         713,772

PROPOSAL 2:

     To approve a Management Agreement with American Century Investment
Management, Inc.
     For:                           47,753,064
     Against:                        1,217,985
     Abstain:                        2,562,055

PROPOSAL 3:

     To approve the selection by the Board of Directors of Deloitte & Touche LLP
as independent auditors for the Corporation.
     For:                           48,716,416
     Against:                          715,781
     Abstain:                        2,100,907

PROPOSAL 4:

     To vote on the  adoption of  standardized  investment  limitations  for the
following items:

o Eliminate the fundamental investment limitation concerning diversification of
     investments.
     For:                           46,701,813
     Against:                        1,666,699
     Abstain:                        3,164,592

o Amend the fundamental investment limitation concerning the issuance of senior
     securities.
     For:                           46,510,442
     Against:                        1,777,631
     Abstain:                        3,245,031


                                                 www.americancentury.com      19


Proxy Voting Results
- --------------------------------------------------------------------------------
                                                                    (Continued)

o Amend the fundamental investment limitation concerning borrowing.
     For:                            46,176,361
     Against:                         2,111,105
     Abstain:                         3,245,638

o Amend the fundamental investment limitation concerning lending.
     For:                            46,269,786
     Against:                         2,046,110
     Abstain:                         3,217,208

o Amend the fundamental  investment  limitation concerning investing for control
     and concentration of investments in a particular industry.
     For:                            46,419,845
     Against:                         1,827,827
     Abstain:                         3,285,432

o Eliminate the fundamental investment limitation regarding investments in
     illiquid securities.
     For:                            46,214,574
     Against:                         1,980,740
     Abstain:                         3,337,790

* Eliminate the fundamental limitation concerning investment in other investment
     companies.
     For:                            46,478,915
     Against:                         1,862,699
     Abstain:                         3,191,490

o Amend the fundamental investment limitation concerning investments in real
     estate.
     For:                            46,516,722
     Against:                         1,803,409
     Abstain:                         3,212,973

o Amend the fundamental investment limitation concerning underwriting.
     For:                            46,476,836
     Against:                         1,805,393
     Abstain:                         3,250,875

o Amend the fundamental investment limitation concerning commodities.
     For:                            46,204,265
     Against:                         2,065,500
     Abstain:                         3,263,339

o Eliminate the fundamental  limitation  concerning  investments in issuers with
     less than three years of continuous operations.
     For:                            46,149,939
     Against:                         2,051,277
     Abstain:                         3,331,888

o Eliminate the fundamental limitation concerning short sales, margin purchases,
     and options.
     For:                            46,101,182
     Against:                         2,150,762
     Abstain:                         3,281,160


20     1-800-345-3533


Background Information
- --------------------------------------------------------------------------------

INVESTMENT PHILOSOPHY AND POLICIES

     The  philosophy  behind  American  Century's  growth funds focuses on three
important principles. Chiefly, the funds seek to own successful companies, which
we define as those whose  earnings  and  revenues  are  growing at  accelerating
rates. In addition,  we attempt to keep the funds fully invested,  regardless of
short-term market activity.  Experience has shown that market gains can occur in
unpredictable  spurts  and that  missing  even some of those  opportunities  may
significantly  limit  potential for gain.  Finally,  American  Century funds are
managed by teams,  rather than by one "star" manager. We believe this enables us
to make better, more consistent management decisions.

     VP CAPITAL  APPRECIATION  seeks  capital  growth over time by  investing in
growth  companies.   Although  the  fund  may  purchase  securities  across  all
capitalization  ranges,  since mid-1996,  VP Capital  Appreciation  has invested
mainly in the securities of medium-sized firms with accelerating  growth. Such a
strategy  results in volatility over the short term and offers the potential for
long-term growth.


COMPARATIVE INDICES

     The indices  listed  below are used in the report to serve as a  comparison
for the performance of the fund. They are not investment  products available for
purchase.

     The  S&P  500  is a  capitalization-weighted  index  of the  stocks  of 500
publicly-traded  U.S.  companies  that are  considered  leading firms in leading
industries.  Created by Standard & Poor's Corporation,  the index is viewed as a
broad measure of U.S. stock performance.

     The S&P MIDCAP 400 is an index created by Standard & Poor's  Corporation of
the 400 leading  companies  not  included in the S&P 500.  It is  considered  to
represent the performance of mid-capitalization  stocks generally. The index was
created in March 1994.  Data  presented  for prior periods have been provided by
S&P.

     The S&P MIDCAP  400/BARRA  GROWTH is an index  created by Standard & Poor's
Corporation and BARRA. The index divides the S&P 400 into two mutually exclusive
groups based on  price/book  ratios.  The half of the S&P 400 with higher ratios
falls into the growth index,  while a value index tracks the  performance of the
other half. Similar growth and value indices are available for the S&P 500.

     The  RUSSELL  2000  INDEX was  created  by the Frank  Russell  Company.  It
measures  the   performance   of  the  2,000   smallest  of  the  3,000  largest
publicly-traded U.S. companies based on total market capitalization. The Russell
2000 represents  approximately 10% of the total market capitalization of the top
3,000 companies. The average market capitalization of the index is approximately
$420 million.

[Right Margin]

PORTFOLIO MANAGERS
 VP CAPITAL APPRECIATION
     HAROLD BRADLEY
     LINDA PETERSON, CFA


                                                  www.americancentury.com
21


Glossary
- --------------------------------------------------------------------------------

RETURNS

o TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

o AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal year-by-year total returns,  please refer to the "Financial
Highlights" on page 17.

INVESTMENT TERMS

o MEDIAN  MARKET  CAPITALIZATION  -- Market  capitalization  (market cap) is the
total value of a company's  stock and is calculated by multiplying the number of
outstanding  common shares by the current share price.  The company whose market
cap is in the  middle  of the  portfolio  is the  median  market  cap.  Half the
companies in the portfolio  have values  greater than the median,  and half have
values that are less. If there is an even number of  companies,  then the median
is the average of the two companies in the middle.

o NUMBER OF COMPANIES -- the number of different  companies  held by a fund on a
given date.

o PORTFOLIO TURNOVER -- the percentage of a fund's investment  portfolio that is
replaced during a given time period, usually a year. Actively managed portfolios
tend to have higher  turnover than passively  managed  portfolios  such as index
funds.

o  PRICE/BOOK  RATIO -- a stock  value  measurement  calculated  by  dividing  a
company's stock price by its book value per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Book value per share is calculated by
subtracting a company's liabilities from its assets, then dividing that value by
the number of outstanding shares.)

o PRICE/EARNINGS (P/E) RATIO -- a stock value measurement calculated by dividing
a company's stock price by its earnings per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Earnings  per share is  calculated by
dividing the after-tax earnings of a corporation by its outstanding shares.)

TYPES OF STOCKS

o  BLUE-CHIP  STOCKS -- stocks of the most  established  companies  in  American
industry.   They  are  generally  large,   fairly  stable  companies  that  have
demonstrated consistent earnings and usually have long-term growth potential.
Examples include General Electric and Coca-Cola.

o CYCLICAL STOCKS -- generally  considered to be stocks whose price and earnings
fluctuations  tend to follow the ups and downs of the business  cycle.  Examples
include the stocks of  automobile  manufacturers,  steel  producers  and textile
operators.

o GROWTH  STOCKS --  stocks of  companies  that have  experienced  above-average
earnings  growth and are expected to continue  such  growth.  These stocks often
sell at  high  P/E  ratios.  Examples  can  include  the  stocks  of  high-tech,
healthcare and consumer staples companies.

o LARGE-CAPITALIZATION ("LARGE-CAP") STOCKS -- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of more than $5  billion.  These tend to be the stocks  that
make up the Dow Jones Industrial Average and the S&P 500.

o  MEDIUM-CAPITALIZATION  ("MID-CAP") STOCKS --generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of between $1 billion and $5  billion.  These tend to be the
stocks that make up the S&P 400.

o SMALL-CAPITALIZATION ("SMALL-CAP") STOCKS -- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of less than $1  billion.  These tend to be the stocks  that
make up the Russell 2000 Index.

o VALUE STOCKS -- generally  considered to be stocks that are purchased  because
they are relatively inexpensive. These stocks are typically characterized by low
P/E ratios.


22     1-800-345-3533


Notes
- --------------------------------------------------------------------------------


                                                    www.americancentury.com  23


Notes
- --------------------------------------------------------------------------------


24     1-800-345-3533

[inside back cover]

AMERICAN CENTURY FUNDS
- -------------------------------------------------------------------------------

BENHAM GROUP(reg.sm)

TAXABLE BOND FUNDS

U.S. TREASURY & GOVERNMENT
  Short-Term Treasury
  Short-Term Government
  GNMA
  Intermediate-Term Treasury
  Long-Term Treasury
  Inflation-Adjusted Treasury
  Target Maturities Trust: 2000
  Target Maturities Trust: 2005
  Target Maturities Trust: 2010
  Target Maturities Trust: 2015
  Target Maturities Trust: 2020
  Target Maturities Trust: 2025

CORPORATE & DIVERSIFIED
  Limited-Term Bond
  Intermediate-Term Bond
  Bond
  Premium Bond
  High-Yield Bond

INTERNATIONAL
  International Bond

TAX-FREE & MUNICIPAL BOND FUNDS
MULTIPLE-STATE
  Limited-Term Tax-Free
  Intermediate-Term Tax-Free
  Long-Term Tax-Free
  High-Yield Municipal

SINGLE-STATE
  Arizona Intermediate-Term Municipal
  California High-Yield Municipal
  California Insured Tax-Free
  California Intermediate-Term Tax-Free
  California Limited-Term Tax-Free
  California Long-Term Tax-Free
  Florida Intermediate-Term Municipal

MONEY MARKET FUNDS
TAXABLE
  Capital Preservation
  Government Agency Money Market
  Premium Capital Reserve
  Premium Government Reserve
  Prime Money Market

TAX-FREE & MUNICIPAL
  California Municipal Money Market
  California Tax-Free Money Market
  Florida Municipal Money Market
  Tax-Free Money Market

AMERICAN CENTURY(reg.sm) GROUP

ASSET ALLOCATION
  Strategic Allocation: Conservative
  Strategic Allocation: Moderate
Strategic Allocation: Aggressive

BALANCED
  Balanced

CONSERVATIVE EQUITY
  Income and Growth
  Equity Income
  Value
  Equity Growth

SPECIALTY
  Utilities
  Real Estate
  Global Natural Resources
  Global Gold

SMALL CAP
  Small Cap Quantitative
  Small Cap Value

TWENTIETH CENTURY GROUP

GROWTH
  Select
  Heritage
  Growth
  Ultra

AGGRESSIVE GROWTH
  Vista
  Giftrust
  New Opportunities

INTERNATIONAL GROWTH
  International Growth
  International Discovery
  Emerging Markets

GLOBAL
  Global Growth

Please call for a prospectus  or profile on any  American  Century  fund.  These
documents contain important information including charges and expenses,  and you
should read them carefully before you invest or send money.

[right margin]

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

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

INVESTOR SERVICES:
1-800-345-3533

AUTOMATED INFORMATION LINE:
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-345-1833 OR 816-444-3485

FAX: 816-340-4360

INTERNET: WWW.AMERICANCENTURY.COM

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

INVESTMENT MANAGER

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

KANSAS CITY, MISSOURI

THIS REPORT AND THE STATEMENTS IT CONTAINS ARE SUBMITTED FOR THE GENERAL
INFORMATION  OF OUR SHAREHOLDERS. THE REPORT IS NOT  AUTHORIZED FOR DISTRIBUTION
TO PROSPECTIVE INVESTORS UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE
PROSPECTUS.

FUNDS DISTRIBUTOR, INC.
(c) 1999 AMERICAN CENTURY SERVICES CORPORATION

[back cover]

American Century Investments                                      BULK RATE
P.O. Box 419385 U.S.                                             POSTAGE PAID
Kansas City, MO 64141-6385                                     AMERICAN CENTURY
www.americancentury.com                                           COMPANIES

9902                                Funds Distributor, Inc.
SH-BKT-15059                       (c)1999 American Century Services Corporation
<PAGE>

[front cover]                                                 DECEMBER 31, 1998

ANNUAL REPORT
- -------------------
AMERICAN CENTURY
VARIABLE PORTFOLIOS

                               [graphic of stairs]

VARIABLE INSURANCE FUNDS
- ------------------------
VP BALANCED

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

VARIABLE PORTFOLIOS
VP BALANCED
- -------------------------------------------------------------------------------


Our Message to You
- -------------------------------------------------------------------------------
/photo of James E. Stowers III and James E. Stowers, Jr./
James E. Stowers III, seated, with James E. Stowers, Jr.

     For investors in U.S. financial markets, 1998 was a year of extremes.  U.S.
stocks  soared to record  highs in the  spring  and  early  summer,  lifted by a
healthy economy, low inflation,  and widespread market optimism. Then, abruptly,
stocks tumbled and U.S.  government bonds rallied in August and September as the
outlook for the U.S. economy and for corporate earnings turned pessimistic.  The
30-year  Treasury bond yield hit a record low as bond prices jumped.  Then, just
as suddenly,  stocks rebounded after the Federal Reserve cut short-term interest
rates to bolster global financial markets and stimulate economic growth.

     This unstable environment demonstrated how a diversified portfolio can help
reduce performance  volatility.  VP Balanced's bond portfolio bolstered the fund
in the third  quarter when stocks  sank,  and the bond  portfolio's  income also
provided a longer-term  stabilizing  factor.  Overall,  1998 clearly showed that
allocating  assets  among  stocks,  bonds,  and money market funds can help your
portfolio weather dramatic changes in the economic or investment environment.

     In the third  quarter,  we sent VP Balanced  investors a letter  describing
changes to the  equity  portfolio's  management  style.  The  fund's  investment
objective--growth  and  income--has  not  changed,  just the way it is achieved.
After considering VP Balanced's mission and comparing its performance to that of
other balanced  funds,  the board of directors of VP Balanced  decided to change
the management style of the equity  portfolio to a  less-volatile,  quantitative
style.

     Historically,  the equity  holdings  were  managed  according to our growth
investment  strategy,  which involves  investing in companies with  accelerating
earnings and revenues.  Over time,  it became clear that this  strategy  created
more  share-price  volatility than is preferred by most balanced fund investors.
To bring VP Balanced more in line with investor expectations,  we began managing
it in our quantitative style on November 1.

     We also made a change to the fixed-income  portfolio.  Beginning January 1,
we switched to a benchmark  index that we believe  better  represents  the broad
U.S. taxable bond market--the  Lehman Aggregate Bond Index.  This index includes
mortgage-backed securities, while the fund's previous index did not.

     More information on these changes and VP Balanced's performance is provided
in the Management Q&A.

     We appreciate your continued confidence in American Century.

Sincerely,

/s/James E. Stowers, Jr.                 /s/James E. Stowers III
James E. Stowers, Jr.                    James E. Stowers III
Chairman of the Board and Founder        Chief Executive Officer


[right margin]

            Table of Contents
   Report Highlights .......    2
   Market Perspective ......    3
VP BALANCED
   Performance Information .    5
   Management Q & A ........    6
   Types of Investments ....    6
   Top Ten Stock Holdings ..    7
   Top Five Stock Industries    7
   Fixed-Income Portfolio ..    8
   Schedule of Investments .    9
FINANCIAL STATEMENTS
   Statement of Assets and
   Liabilities .............   15
   Statement of Operations .   16
   Statements of Changes
   in Net Assets ...........   17
   Notes to Financial
   Statements ..............   18
   Financial Highlights ....   20
   Independent Auditors'
   Report ..................   21
   Proxy Voting Results ....   22
OTHER INFORMATION
   Background Information
      Investment Philosophy
      and Policies .........   24
      Comparative Indices ..   24
      Credit Rating
      Guidelines ...........   24
      Investment Team
   Leaders .................   24
   Glossary ................   25


                                                  www.americancentury.com      1


Report Highlights
- --------------------------------------------------------------------------------

MARKET PERSPECTIVE

*   Stocks of large,  growing U.S.  companies and U.S. Treasury bonds were among
    the  top-performing  investments in 1998.  Large-company  (large-cap) stocks
    outperformed mid- and small-cap stocks,  overcoming market turbulence in the
    third quarter to post strong returns.

*   Large-cap stock indices reached  all-time highs in July because of a healthy
    domestic   economic   environment,   then  plunged  for  six  weeks  because
    difficulties in foreign economies and markets threatened corporate profits.

*   U.S. bonds benefited from low inflation,  weakening economic conditions, and
    falling  interest  rates.  Treasury  bonds in  particular  benefited  from a
    "flight to quality" --strong demand from investors seeking a safe haven from
    global market turmoil.  The 30-year  Treasury bond yield fell to an all-time
    low in October as Treasury bond prices soared.

*   Other  types  of  bonds,   such  as  corporate  bonds  and   mortgage-backed
    securities,  lagged Treasurys because of lower demand.  Corporate bonds were
    also affected by a weakening profit outlook, and mortgage-backed performance
    was dampened by mortgage refinancings.

FUND PERFORMANCE

*   VP Balanced's  1998  performance  reflected  the blended  returns of its two
    portfolios.  Stocks,  representing  about 60% of the fund,  returned 20.42%,
    while bonds, representing about 40% of the fund, returned 7.02%.

*   The  performance  of the stock  portfolio can be attributed to mixed returns
    from large-cap  stocks,  which  performed  well, and mid-cap  stocks,  which
    lagged.   The   best-performing   sectors   were   computer   software   and
    pharmaceuticals. Energy services and banking were among the worst-performing
    sectors.

*   The bond returns reflected  primarily the performance of corporate and other
    non-Treasury  securities,  which  represented  the majority of VP Balanced's
    fixed-income holdings.

FUND STRATEGY

*   We  changed  the  management  style  of the  equity  portfolio  and  made an
    adjustment to the investment target for the fixed-income  portfolio. We have
    not changed VP Balanced's investment objective,  just the manner in which it
    is achieved.

*   Beginning  November 1, we changed from a growth equity style that focused on
    earnings  acceleration to a quantitative  style that  incorporates  relative
    value as well as growth factors.  One of the benefits  anticipated from this
    change is a reduction in the relative  volatility  of the fund's share price
    versus the S&P 500.

*   An experienced  quantitative  equity  management team that oversees  several
    other American Century funds is implementing the new equity approach.

*   In the bond portfolio, we'll continue to use an index-based approach managed
    by the existing  fixed-income team. We're just switching the benchmark index
    from the  Lehman  Intermediate  Government/  Corporate  Index to the  Lehman
    Aggregate Bond Index, which we believe better represents the broad U.S.
    taxable bond market.

[left margin]

"VP BALANCED'S 1998 PERFORMANCE REFLECTED THE BLENDED RETURNS OF ITS TWO
PORTFOLIOS."

               VP BALANCED
TOTAL RETURNS:           AS OF 12/31/98
    6 Months                     1.21%*
    1 Year                       15.77%
NET ASSETS:              $280.4 million
INCEPTION DATE:                  5/1/91

* Not annualized.

See Total Returns on page 5.
Investment terms are defined in the Glossary on page 25.


2      1-800-345-3533


Market Perspective from Mark Mallon
- --------------------------------------------------------------------------------
/photo of Mark Mallon/
Mark Mallon, senior vice president and managing director of American Century
Investments

U.S. STOCKS--MIXED PERFORMANCE

     In a year dominated by narrow market  leadership  and dramatic  volatility,
U.S. stock performance was widely divergent but generally positive. The S&P 500,
representing  the  stocks  of the  largest  domestic  companies,  continued  its
decade-long  trend of above-average  returns,  producing a return of better than
20% for an unprecedented  fourth consecutive year. Smaller companies didn't fare
as well--many posted flat or negative returns for the year.

     Stocks took investors on a wild ride. After  steamrolling to all-time highs
in the first half of 1998,  the stock  market  entered one of its most  volatile
periods  since the end of World War II. A series  of  financial  crises in Asia,
Russia,  and  Latin  America  wreaked  havoc  on  market  psychology,  and  wide
day-to-day swings became common.

     Between mid-July and the end of August,  the S&P 500 fell almost 20%. After
struggling  through  six weeks of ups and downs,  the index  recovered  from its
earlier losses and posted additional gains in the fourth quarter.

     Smaller-company  stocks saw even greater  volatility.  The S&P SmallCap 600
peaked in  mid-April  and then  plunged 37% over the  following  six months.  In
mid-October,  the index shifted  direction again and retraced  two-thirds of its
decline by the end of the year.

     The market's  decline and  subsequent  rebound  provided a tangible  lesson
about  long-term  investing and staying the course.  Those who panicked and sold
their stock  holdings in August or September  missed the  opportunity  to recoup
their losses, while patient investors were rewarded by year's end.

COMPANY SIZE MATTERED

     On the face of it, the solid returns of many stock indices  suggest that it
was  another  great  year  for  equities.   However,   index   performance   was
deceptive--the robust returns of a handful of large,  blue-chip companies masked
price declines in the rest of the market. For example,  the 25 largest stocks in
the S&P 500 returned 66%; the remaining 475 returned just 5%.

     Small-company  stocks  repeatedly  lagged the  shares of larger  companies,
peaking  earlier in the year and suffering more during the market decline in the
third  quarter.  Despite  better  values and faster  earnings  growth  than most
large-company stocks, small-company stocks were ignored as investors favored the
shares of large, seasoned, well-known companies that they could buy or sell at a
moment's notice.

[right margin]

"THE MARKET'S DECLINE AND SUBSEQUENT REBOUND PROVIDED A TANGIBLE LESSON ABOUT
LONG-TERM INVESTING AND STAYING THE COURSE."

MARKET RETURNS
FOR THE YEAR ENDED DECEMBER 31, 1998
  S&P 500                 28.68%
  BLENDED INDEX           20.54%
  LEHMAN INTERMEDIATE
    GOVT./CORP. INDEX      8.44%

Source: Lipper Inc.

[line chart - data below]

MARKET PERFORMANCE (GROWTH OF $1.00)
FOR THE YEAR ENDED DECEMBER 31, 1998
                                Lehman Int. Govt./
                   S&P 500         Corp. Index       Blended Index
12/31/97            $1.00             $1.00             $1.00
1/31/98             $1.01             $1.01             $1.01
2/28/98             $1.08             $1.01             $1.06
3/31/98             $1.14             $1.02             $1.09
4/30/98             $1.15             $1.02             $1.10
5/31/98             $1.13             $1.03             $1.09
6/30/98             $1.18             $1.03             $1.12
7/31/98             $1.16             $1.04             $1.11
8/31/98             $1.00             $1.05             $1.02
9/30/98             $1.06             $1.08             $1.07
10/31/98            $1.15             $1.08             $1.13
11/30/98            $1.22             $1.08             $1.17
12/31/98            $1.29             $1.08             $1.21

Source: Lipper Inc.


                                                  www.americancentury.com      3


Market Perspective from Mark Mallon
- --------------------------------------------------------------------------------
                                                                    (Continued)
INDUSTRY WINNERS AND LOSERS

     U.S.  stock returns  varied widely by industry.  Telecommunications  stocks
were among the big  winners,  posting  huge  returns  for the year.  Substantial
merger  activity--especially  among  long-distance  carriers and  regional  Bell
operating  companies--helped  boost stock prices,  and more open  competition in
local and  long-distance  markets  enabled many firms to expand  their  domestic
business.

     On the downside,  many financial  services stocks suffered sizable overseas
losses from the problems in Russia and Latin America. As a result,  these stocks
were  among the  primary  casualties  when the market  went into a  tailspin  in
August, though many recovered in the fourth quarter.

     Energy stocks and others that depend on natural  resources also  struggled.
Commodity  prices declined  dramatically in 1998,  weakening  profit margins for
many of these companies.

U.S. BONDS

     U.S.  interest rates fell sharply  during the year,  leading to strong bond
market returns.  Deteriorating  global economic  conditions were the main reason
behind the decline in rates. In the U.S., the Federal Reserve lowered short-term
interest  rates three times between late September and  mid-November--its  first
rate cuts in three  years--to  combat slower  economic  growth and stabilize the
markets.

     Treasury bonds benefited the most from this environment. As global economic
problems disrupted financial markets worldwide,  investors flocked to the safety
and  liquidity of U.S.  Treasury  bonds.  This "flight to quality" sent Treasury
yields down to levels not seen in nearly  three  decades--the  30-year  Treasury
bond yield dipped to an all-time low of 4.71% in early October.

     Demand in the corporate bond market was a different story as investors fled
bonds riskier than Treasurys.  Falling stock prices and concerns that the global
economic  problems would hurt profits also contributed to the lack of demand for
corporate debt.

     Because of these  factors,  corporate  bond yields did not  experience  the
dramatic declines that Treasury yields did. As a result, the difference in yield
between  corporates  and Treasurys  increased  significantly,  especially in the
third  quarter of 1998.  Since bond prices  move in the  opposite  direction  of
yields,  Treasurys  experienced sizable price gains, while corporate bond prices
were relatively steady.

     In the  mortgage-backed  securities  market,  the sharp decline in interest
rates caused many homeowners to refinance their mortgages. Increased refinancing
activity  limits  the price  appreciation  of  mortgage-backed  securities  when
interest rates fall.

[left margin]

"U.S. INTEREST RATES FELL SHARPLY DURING THE ONE-YEAR PERIOD, LEADING TO
STRONG BOND MARKET RETURNS."

[line chart - data below]

FALLING U.S. TREASURY YIELD CURVE

YEARS TO MATURITY        12/31/97          12/31/98
1                          5.49%             4.53%
2                          5.65%             4.54%
3                          5.68%             4.54%
4                          5.69%             4.54%
5                          5.71%             4.55%
6                          5.72%             4.57%
7                          5.73%             4.59%
8                          5.73%             4.60%
9                          5.74%             4.62%
10                         5.75%             4.64%
11                         5.76%             4.66%
12                         5.77%             4.68%
13                         5.78%             4.71%
14                         5.79%             4.73%
15                         5.80%             4.75%
16                         5.80%             4.77%
17                         5.81%             4.79%
18                         5.82%             4.82%
19                         5.83%             4.84%
20                         5.84%             4.86%
21                         5.85%             4.88%
22                         5.86%             4.91%
23                         5.87%             4.93%
24                         5.88%             4.95%
25                         5.89%             4.97%
26                         5.90%             4.99%
27                         5.90%             5.02%
28                         5.91%             5.04%
29                         5.92%             5.06%
30                         5.93%             5.09%

Source: Bloomberg Financial Markets

BOND INDEX RETURNS
FOR THE YEAR ENDED DECEMBER 31, 1998
  LEHMAN AGGREGATE BOND INDEX       8.69%
  LEHMAN TREASURY BOND INDEX       10.03%
  LEHMAN CORPORATE BOND INDEX       8.57%
  LEHMAN MORTGAGE-BACKED
    SECURITIES INDEX                6.96%


Source: Bloomberg Financial Markets


4      1-800-345-3533


VP Balanced--Performance
- --------------------------------------------------------------------------------

TOTAL RETURNS AS OF DECEMBER 31, 1998
                                                                  LEHMAN INT.
                       VP BALANCED   BLENDED INDEX   S&P 500   GOVT./CORP. INDEX
- --------------------------------------------------------------------------------
6 MONTHS(1) ...........    1.21%         7.46%        9.37%          4.80%
1 YEAR ................   15.77%        20.54%       28.68%          8.44%
- --------------------------------------------------------------------------------
AVERAGE ANNUAL RETURNS
3 YEARS ...............   14.55%        19.65%       28.17%          6.77%
5 YEARS ...............   12.89%        17.07%       24.05%          6.60%
LIFE OF FUND(2) .......   11.65%        14.89%       19.45%          7.77%

(1) Returns for periods less than one year are not annualized.

(2) The fund's inception date was 5/1/91.

See pages 24-25 for information about the comparative indices and returns.

[mountain chart - data below]

GROWTH OF $10,000 OVER LIFE OF FUND
Value on 12/31/98
S&P 500                 $39,069
Blended Index           $29,091
VP Balanced             $23,286
Lehman Int.
   Govt./Corp. Index    $17,755
<TABLE>
                                                       Lehman Int. Govt./
                  VP Balanced           S&P 500           Corp. Index        Blended Index
DATE                 VALUE               VALUE               VALUE               VALUE
<S>                <C>                 <C>                 <C>                 <C>    
5/1/91              $10,000             $10,000             $10,000             $10,000
6/30/91             $9,660              $9,845              $10,069             $9,999
9/30/91             $10,844             $10,371             $10,554             $10,512
12/31/91            $12,553             $11,239             $11,061             $11,241
3/31/92             $11,752             $10,956             $10,960             $11,030
6/30/92             $11,349             $11,164             $11,394             $11,330
9/30/92             $11,523             $11,515             $11,897             $11,744
12/31/92            $11,795             $12,093             $11,854             $12,081
3/31/93             $11,941             $12,621             $12,323             $12,588
6/30/93             $12,246             $12,681             $12,590             $12,733
9/30/93             $12,783             $13,008             $12,874             $13,045
12/31/93            $12,701             $13,310             $12,896             $13,235
3/31/94             $12,696             $12,806             $12,634             $12,826
6/30/94             $12,378             $12,860             $12,558             $12,828
9/30/94             $12,748             $13,487             $12,661             $13,246
12/31/94            $12,778             $13,484             $12,647             $13,238
3/31/95             $13,264             $14,796             $13,203             $14,243
6/30/95             $14,386             $16,207             $13,861             $15,341
9/30/95             $15,128             $17,493             $14,092             $16,174
12/31/95            $15,476             $18,546             $14,588             $16,986
3/31/96             $15,806             $19,542             $14,467             $17,477
6/30/96             $16,280             $20,418             $14,558             $17,990
9/30/96             $16,744             $21,049             $14,815             $18,451
12/31/96            $17,365             $22,802             $15,178             $19,554
3/31/97             $16,864             $23,416             $15,162             $19,861
6/30/97             $18,914             $27,499             $15,609             $22,173
9/30/97             $20,208             $29,559             $16,030             $23,408
12/31/97            $20,111             $30,407             $16,373             $24,012
3/31/98             $21,748             $34,646             $16,629             $26,171
6/30/98             $23,005             $35,796             $16,941             $26,888
9/30/98             $21,330             $32,245             $17,702             $25,769
12/31/98            $23,286             $39,069             $17,755             $29,091
</TABLE>

$10,000 investment made 5/1/91

The graph at left shows the growth of a $10,000  investment over the life of the
fund,  while the graph  below  shows the fund's  year-by-year  performance.  The
blended index is provided for  comparison  in each graph,  while the S&P 500 and
the Lehman Intermediate  Government/Corporate  Index are provided for comparison
in the graph at left. VP Balanced's  total returns  include  operating  expenses
(such as transaction  costs and management fees) that reduce returns,  while the
total returns of the indices do not. Past  performance does not guarantee future
results.  Investment  return and principal value will fluctuate,  and redemption
value may be more or less than original cost.

[bar chart - data below]

ONE-YEAR RETURNS OVER LIFE OF FUND (PERIODS ENDED DECEMBER 31)
                  VP Balanced        Blended Index
DATE                 RETURN             RETURN
12/31/91*            25.54%             12.41%
12/31/92             -6.04%              7.43%
12/31/93              7.69%              9.55%
12/31/94              0.61%              0.01%
12/31/95             21.12%             28.65%
12/31/96             12.21%             15.39%
12/31/97             15.81%             23.16%
12/31/98             15.77%             20.54%

* 5/1/91 (inception) through 12/31/91


                                                  www.americancentury.com      5


VP Balanced--Q&A
- --------------------------------------------------------------------------------
/photo of John Schniedwind and Jeff Tyler/ 
Equity team: John Schniedwind, Jeff Tyler

/photo of Bud Hoops and Jeff Houston/     
Fixed-income team: Bud Hoops, Jeff Houston


     Based on  interviews  with John  Schniedwind  and Jeff  Houston,  portfolio
managers on the VP Balanced fund  investment  teams (pictured  above),  and Mark
Mallon  (pictured  on  page  3),  managing  director  of  conservative   equity,
specialty, and asset allocation funds at American Century.

HOW DID VP BALANCED PERFORM FOR THE YEAR ENDED DECEMBER 31?

     In a volatile period that underscored the value of a diversified investment
approach,  VP Balanced's portfolio of approximately 60% U.S. stocks and 40% U.S.
bonds posted a solid  15.77% total  return.  This return  reflected  the blended
performance of the fund's two portfolios.  VP Balanced's stock holdings returned
20.42%, while the bonds returned 7.02%.

     VP Balanced's  benchmark (a blended index that combines the S&P 500 and the
Lehman Intermediate  Government/Corporate  Index in the same 60/40 proportion as
the asset mix of the portfolio)  returned an even more impressive  20.54%.  This
reflected the combined  28.68% return of the S&P 500 and the 8.44% return of the
Lehman index.

HOW DO YOU  EXPLAIN  THE RETURN  DIFFERENTIAL  BETWEEN  THE FUND AND THE BLENDED
INDEX?

     The  difference  is due  primarily  to the fact that the total return of VP
Balanced's stock holdings  (20.42%) lagged the S&P 500 (28.68%).  Until November
1, VP Balanced owned not only large-size  (large-cap) companies such as those in
the S&P 500,  but also  mid-size  (mid-cap)  companies  such as those in the S&P
MidCap 400. We believed the mid-cap  stocks  offered good growth  opportunities,
but investors  continued to express a preference for larger  companies.  The S&P
MidCap 400's return in 1998 was 19.11%,  well below the S&P 500's.  In November,
we switched to a new quantitative  approach that we expect to more closely track
the performance of the S&P 500.

CAN YOU PROVIDE MORE DETAILS ON HOW THE NEW QUANTITATIVE EQUITY APPROACH DIFFERS
FROM THE PREVIOUS GROWTH ONE?

     Our quantitative style relies more on computer-based decision tools, though
the fund  managers  still  remain in control of the  process  and make all final
decisions. It basically involves a two-step,  computer-driven screening process.
First, we rank the 1,500 largest publicly traded companies in the U.S., based on
their expected return. Next, we implement a technique called

[left margin]

"VP BALANCED'S PORTFOLIO OF APPROXIMATELY 60% U.S. STOCKS AND 40% U.S. BONDS
POSTED A SOLID 15.77% TOTAL RETURN."

[pie charts - data below]

TYPES OF INVESTMENTS  IN THE PORTFOLIO

AS OF DECEMBER 31, 1998
Common Stocks          59%
Corporate Bonds        18%
U.S. Treasury
  Securities           11%
Mortgage- & Asset-
  Backed Securities     9%
Cash                    3%

AS OF JUNE 30, 1998
Common Stocks          60%
Corporate Bonds        21%
U.S. Treasury
  Securities            9%
Mortgage- & Asset-
  Backed Securities     8%
Cash                    2%

Security types are defined on page 25.


6      1-800-345-3533


VP Balanced--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

portfolio  optimization,  in which we use the  rankings  from the first  step to
build a portfolio  that we think will provide the optimal  balance  between risk
and expected  return.  The goal is to create a portfolio  that  provides  better
returns than the S&P 500 without taking on significantly more risk than would be
involved in investing in the index  directly.  Historically,  this  approach has
provided less price volatility than VP Balanced's previous growth strategy,  and
we think  it's more  consistent  with the  expectations  of most  balanced  fund
investors.

IS THERE A NEW INVESTMENT TEAM IMPLEMENTING THIS STRATEGY?

     Yes. John  Schniedwind  and Jeff Tyler are now the lead equity  managers on
the VP Balanced team. They have been with American  Century for 15 and 10 years,
respectively. With three other experienced managers and a team of analysts, they
use our quantitative  methodology to manage American  Century's Income & Growth,
Equity Growth, Utilities, and VP Income & Growth funds.

ARE ANY CHANGES BEING MADE TO THE FIXED-INCOME PORTFOLIO?

     We're making one change. Starting January 1, we're switching to a benchmark
index  that  we  believe  better   represents  the  broader  U.S.  taxable  bond
market--the  Lehman  Aggregate Bond Index.  One primary  difference  between the
Aggregate   Index   and  the   former   benchmark   (the   Lehman   Intermediate
Government/Corporate  Index)  is that  the  Aggregate  includes  mortgage-backed
securities,  while  the  Intermediate  Government/Corporate  does  not.  This is
important  because VP Balanced has owned  mortgage-backed  securities  in recent
years.  Also, the Lehman  Aggregate has a smaller  percentage of corporate bonds
than we've  typically  held in VP Balanced.  We expect to  gradually  reduce our
corporate bond holdings.

HOW WILL THESE CHANGES AFFECT VP BALANCED'S BENCHMARK, THE BLENDED INDEX?

     The blended index will continue to be 60% S&P 500, but the 40% bond portion
will  be  represented  by  the  Lehman  Aggregate  Bond  Index  instead  of  the
Corporate/Government  Index. This change will be reflected in VP Balanced's June
30, 1999 semiannual report.

RETURNING TO VP BALANCED'S RECENT PERFORMANCE, WHAT FACTORS BESIDES COMPANY SIZE
AFFECTED THE RETURNS OF THE EQUITY PORTFOLIO?

     On the plus side, the top-performing  industries were computer software and
pharmaceuticals.  The  companies  in  these  sectors  with the  highest  returns
included well-known names such as Microsoft and Pfizer (makers of Viagra).

     VP Balanced's  top-performing  stock was America Online (AOL), which gained
over 600% in 1998.  Accelerating  growth in membership,  usage,  and advertising
revenues made AOL attractive, as did its acquisition of Netscape.

WHICH STOCKS OR INDUSTRIES HURT  PERFORMANCE?

     Energy services, such as oil drilling and oil drilling equipment companies,
had a  difficult  year.  Falling  oil  prices  hurt  these  stocks.  Banks  also
underperformed.  Firms such as Citigroup and  BankAmerica saw their share prices
fall amid  concerns  about their  exposure to the  economic  turmoil in Asia and
Russia.

[right margin]

"THE TOP-PERFORMING INDUSTRIES WERE COMPUTER SOFTWARE AND PHARMACEUTICALS."

TOP TEN STOCK HOLDINGS
                               % OF EQUITY PORTFOLIO
                              AS OF             AS OF
                            12/31/98           6/30/98
MICROSOFT CORP.               3.9%                --
BELLSOUTH CORP.               3.4%                --
AT&T CORP.                    3.4%                --
FORD MOTOR CO.                3.0%                --
UNITED TECHNOLOGIES
   CORP.                      2.7%                --
INTEL CORP.                   2.5%                --
CHASE MANHATTAN
   CORP.                      2.4%               0.5%
FANNIE MAE                    2.2%               2.1%
FIRST UNION CORP.             2.1%                --
SCHERING-PLOUGH
   CORP.                      1.9%                --

TOP FIVE STOCK INDUSTRIES
                               % OF EQUITY PORTFOLIO
                              AS OF             AS OF
                            12/31/98           6/30/98
TELEPHONE
   COMMUNICATIONS            11.1%               7.3%
COMPUTER SOFTWARE
   & SERVICES                 9.9%               6.4%
BANKING                       7.7%               2.2%
PHARMACEUTICALS               7.1%               7.3%
INSURANCE                     5.7%               9.6%


                                                  www.americancentury.com      7


VP Balanced--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

     Our worst  performing  stock was  Cendant.  As we  discussed in the June 30
semiannual  report,  the shares of this  franchising  business (which owns names
such as Ramada Inns, Howard Johnson's,  and Coldwell Banker) fell  significantly
because of  accounting  irregularities.  We  eventually  eliminated  the holding
entirely.

WHAT FACTORS AFFECTED THE PERFORMANCE OF THE FIXED-INCOME PORTFOLIO?

     The most important factor was that U.S. bonds in general rallied in 1998 as
inflation  remained low and economic  conditions  threatened to weaken,  causing
interest rates to fall.  Also,  Treasury  bonds  outperformed  "spread  product"
(bonds   with   traditionally    higher   yields,   such   as   corporates   and
mortgage-backeds).  Treasury  bonds  benefited  from the flight to quality  that
occurred as stocks  plunged in the third quarter.  On the other hand,  corporate
bonds,  like  stocks,  were  negatively  affected  by concerns  about  corporate
profits,  while  increased  mortgage  refinancing  as  interest  rates fell hurt
mortgage-backed securities. Because the portfolio held mostly spread product, it
underperformed Treasurys.

WHAT'S YOUR OUTLOOK FOR THE U.S. ECONOMY AND THE MARKETS?

     By cutting  short-term  interest rates three times from  September  through
November, we believe the Federal Reserve accomplished four important things:

     1. Demonstrated  its  willingness  to  help  support  the  weakened  global
economy;

     2. Showed its concern about the vulnerability of the U.S. economy;

     3. Took  aggressive  steps against  recession by stimulating  borrowing and
spending; and

     4. Restored confidence to the U.S. markets,  and even more importantly,  to
U.S. consumers, who are key to economic growth.

     The U.S. economy remains  vulnerable to financial  events overseas,  but it
also has  underlying  strength that has been  bolstered by the Fed. As a result,
many economic pundits predict a "controlled  slowdown" for the U.S. in 1999, not
a recession.  They see slower economic growth, continued low inflation, and more
interest rate  stability.  Corporate  profits could weaken,  but probably not as
much as some overly pessimistic predictions. Low inflation should help provide a
good  environment  for both stocks and bonds,  and spread product should benefit
from greater interest rate stability.

WHAT'S YOUR OUTLOOK FOR VP BALANCED?

     We believe that the transition to the  quantitative  approach in the equity
portfolio  will have a  positive  long-term  impact on the fund.  We've  already
restructured  VP  Balanced's   stock  holdings   significantly.   Eight  of  the
portfolio's  top 10 equity  holdings as of December 31,  including  the top six,
were not even in the fund on June 30.

     On the  fixed-income  side,  we expect the changes to be more  gradual.  As
opportunities arise, we plan to sell corporate bonds and buy mortgage-backeds to
bring the  portfolio  more in line with the new  benchmark.  But we don't expect
these changes to have a significant  impact on the bond portfolio's  sensitivity
to interest  rate changes.  The fund's  duration and weighted  average  maturity
should stay around 4.5 years and 6-7 years respectively.

[left margin]

"TREASURY BONDS OUTPERFORMED 'SPREAD PRODUCT' (BONDS WITH TRADITIONALLY HIGHER
YIELDS, SUCH AS CORPORATES AND MORTGAGE-BACKEDS)."

FIXED-INCOME PORTFOLIO
                                                AS OF             AS OF
                                               12/31/98         12/31/97
PORTFOLIO SENSITIVITY TO INTEREST RATES
WEIGHTED AVERAGE MATURITY                     6.9 YEARS        6.9 YEARS
DURATION                                      4.4 YEARS        4.1 YEARS

PORTFOLIO CREDIT QUALITY                      % OF FIXED-INCOME PORTFOLIO
 (S&P RATINGS)
            AAA                                   55%             41%
            AA                                     4%             10%
            A                                     29%             35%
            BBB                                    9%             14%
            BB                                     3%              --
                                               -------         -------
                                                 100%            100%

Investment terms are defined in the Glossary on page 25.


8      1-800-345-3533


VP Balanced--Schedule of Investments
- --------------------------------------------------------------------------------

DECEMBER 31, 1998

Shares                                                                 Value
- --------------------------------------------------------------------------------
COMMON STOCKS--58.6%
AEROSPACE & DEFENSE--2.9%
                  34,500   Cordant Technologies Inc.              $  1,293,731
                  12,300   EG&G, Inc.                                  342,094
                  12,500   General Dynamics Corp.                      732,813
                  30,600   Goodrich (B.F.) Company (The)             1,097,775
                   8,600   Gulfstream Aerospace Corp.(1)               457,950
                  41,600   United Technologies Corp.                 4,524,000
                                                                 --------------
                                                                     8,448,363
                                                                 --------------
AIRLINES--0.1%
                   3,100   AMR Corp(1)                                 184,063
                   2,000   Delta Air Lines Inc.                        104,000
                   1,400   US Airways Group Inc.(1)                     72,800
                                                                 --------------
                                                                       360,863
                                                                 --------------
AUTOMOBILES & AUTO PARTS--2.9%
                   8,400   Arvin Industries, Inc.                      350,175
                  16,211   DaimlerChrysler AG(1)                     1,557,269
                  35,700   Fleetwood Enterprises, Inc.               1,240,575
                  85,100   Ford Motor Co.                            4,994,306
                   8,400   Navistar International Corp.(1)             239,400
                                                                 --------------
                                                                     8,381,725
                                                                 --------------
BANKING--4.5%
                  36,300   Banc One Corp.                            1,853,569
                   1,800   Bank of Boston Corp.                         70,088
                  22,300   BankAmerica Corp.                         1,340,788
                  58,600   Chase Manhattan Corp.                     3,988,463
                  21,000   Citigroup Inc.                            1,039,500
                  57,200   First Union Corp.                         3,478,475
                  10,100   Imperial Bancorp(1)                         167,913
                  25,100   Wells Fargo & Co.                         1,002,431
                                                                 --------------
                                                                    12,941,227
                                                                 --------------
BIOTECHNOLOGY--0.7%
                  17,900   Amgen Inc.(1)                             1,870,550
                                                                 --------------
BUILDING & HOME IMPROVEMENTS--1.1%
                   7,900   Centex Construction Products Inc.           320,938
                  30,900   Lafarge Corp.                             1,251,450
                  21,000   Lone Star Industries, Inc.                  773,063
                  15,100   USG Corp.                                   769,156
                                                                 --------------
                                                                     3,114,607
                                                                 --------------
BUSINESS SERVICES & SUPPLIES--0.4%
                  23,600   Computer Horizons Corp.(1)                  626,875
                  10,900   Gartner Group, Inc. Cl A(1)                 231,625
                   7,500   True North Communications Inc.              201,563
                                                                 --------------
                                                                     1,060,063
                                                                 --------------
CHEMICALS & RESINS--0.9%
                  13,600   Dow Chemical Co.                          1,236,750

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

                  18,200   du Pont (E.I.) de Nemours & Co.         $   965,738
                   7,400   Monsanto Co.                                351,500
                                                                 --------------
                                                                     2,553,988
                                                                 --------------
COMMUNICATIONS EQUIPMENT--1.3%
                   9,500   Comverse Technology, Inc.(1)                674,203
                  20,200   Lucent Technologies Inc.                  2,222,000
                  15,000   Northern Telecom Ltd.                       751,875
                                                                 --------------
                                                                     3,648,078
                                                                 --------------
COMPUTER PERIPHERALS--0.8%
                  20,200   Cisco Systems Inc.(1)                     1,875,444
                   4,900   Dialogic Corp.(1)                            96,316
                   3,100   Lexmark International Group,
                              Inc. Cl A(1)                             311,550
                                                                 --------------
                                                                     2,283,310
                                                                 --------------
COMPUTER SOFTWARE & SERVICES--5.8%
                   7,200   America Online Inc.                       1,152,000
                  11,000   Autodesk, Inc.                              469,219
                  10,900   Compuware Corp.(1)                          851,222
                   3,700   Electronic Data Systems Corp.               185,925
                  31,000   HBO & Co.                                   890,281
                  22,300   Keane, Inc.(1)                              890,606
                  47,400   Microsoft Corp.(1)                        6,566,381
                  14,200   NCR Corp.(1)                                592,850
                   6,500   Network Associates Inc.(1)                  431,234
                  40,600   Oracle Systems Corp.(1)                   1,752,144
                   5,400   Sterling Commerce, Inc.(1)                  243,000
                  41,200   Sterling Software, Inc.(1)                1,114,975
                   6,300   Synopsys, Inc.(1)                           341,381
                  36,500   Unisys Corp.(1)                           1,256,969
                                                                 --------------
                                                                    16,738,187
                                                                 --------------
COMPUTER SYSTEMS--2.4%
                  57,400   Apple Computer, Inc.(1)                   2,351,606
                  18,200   Dell Computer Corp.(1)                    1,332,581
                   4,600   Gateway 2000, Inc.(1)                       235,463
                  20,400   Hewlett-Packard Co.                       1,393,575
                   7,800   International Business
                              Machines Corp.                         1,441,050
                   1,300   Sun Microsystems, Inc.(1)                   111,231
                                                                 --------------
                                                                     6,865,506
                                                                 --------------
CONSTRUCTION & PROPERTY
DEVELOPMENT--1.0%
                   9,600   Centex Corp.                                432,600
                  39,100   D.R. Horton, Inc.                           899,300
                   4,300   Fluor Corp.                                 183,019
                   3,800   Harsco Corp.                                115,663
                  13,700   McDermott (J. Ray) S.A.(1)                  334,794
                  11,600   Pulte Corp.                                 322,625
                   7,800   Southdown, Inc.                             461,663
                                                                 --------------
                                                                     2,749,664
                                                                 --------------

See Notes to Financial Statements


                                                  www.americancentury.com      9


VP Balanced--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
DECEMBER 31, 1998

Shares                                                                 Value
- --------------------------------------------------------------------------------
CONSUMER PRODUCTS--0.4%
                   2,100   Procter & Gamble Co. (The)              $   191,756
                   4,000   Russ Berrie and Co., Inc.                    94,000
                  17,100   Whirlpool Corp.                             946,913
                                                                 --------------
                                                                     1,232,669
                                                                 --------------
DIVERSIFIED COMPANIES--1.5%
                  26,600   General Electric Co. (U.S.)               2,714,863
                   8,600   Tyco International Ltd.                     648,763
                  11,800   Unilever N.V. New York Shares               978,663
                                                                 --------------
                                                                     4,342,289
                                                                 --------------
ELECTRICAL & ELECTRONIC
COMPONENTS--1.6%
                  36,000   Intel Corp.                               4,267,125
                   4,400   Philips Electronics N.V. New
                              York Shares                              297,825
                                                                 --------------
                                                                     4,564,950
                                                                 --------------
ENERGY (PRODUCTION & MARKETING)--0.5%
                  18,200   Keyspan Energy Corp.                        564,200
                   2,400   Occidental Petroleum Corp.                   40,500
                  22,700   Sunoco, Inc.                                818,619
                                                                 --------------
                                                                     1,423,319
                                                                 --------------
ENERGY (SERVICES)--0.6%
                  19,200   Schlumberger Ltd.                           885,600
                   9,800   Tidewater Inc.                              227,238
                  24,300   Transocean Offshore                         651,544
                                                                 --------------
                                                                     1,764,382
                                                                 --------------
ENVIRONMENTAL SERVICES(2)
                   2,700   Republic Services, Inc. Cl A(1)              49,781
                                                                 --------------
FINANCIAL SERVICES--2.9%
                   1,000   CIT Group Holdings, Inc.
                              (The) Cl A                                31,813
                  11,400   Equitable Companies Inc.                    659,775
                  49,800   Fannie Mae                                3,685,200
                  22,600   Federal Home Loan Mortgage
                              Corporation                            1,456,288
                  33,700   Morgan Stanley Dean Witter,
                              Discover & Co.                         2,392,700
                                                                 --------------
                                                                     8,225,776
                                                                 --------------
FOOD & BEVERAGE--1.1%
                   2,800   Coors (Adolph) Co. Cl B                     158,113
                   5,500   Earthgrains Company                         170,156
                   1,600   General Mills, Inc.                         124,400
                  10,200   Hormel Foods Corp.                          334,050
                  21,100   Interstate Bakeries Corp.                   557,831
                   3,400   Lancaster Colony Corp.                      109,013
                  30,100   Quaker Oats Co. (The)                     1,790,950
                                                                 --------------
                                                                     3,244,513
                                                                 --------------

Shares                                                                 Value
- --------------------------------------------------------------------------------
FURNITURE & FURNISHINGS--0.2%
                  18,100   Miller (Herman), Inc.                   $   485,306
                                                                 --------------
HEALTHCARE--0.7%
                     900   Cardinal Health, Inc.                        68,288
                  19,600   Integrated Health Services, Inc.(1)         276,850
                   8,500   Mallinckrodt Inc.                           261,906
                   3,900   Omnicare, Inc.                              135,525
                  14,400   PacifiCare Health Systems,
                              Inc. Cl B(1)                           1,144,350
                                                                 --------------
                                                                     1,886,919
                                                                 --------------
INDUSTRIAL EQUIPMENT &
MACHINERY--0.6%
                   9,000   Caterpillar Inc.                            414,000
                  28,800   Ingersoll-Rand Co.                        1,351,800
                                                                 --------------
                                                                     1,765,800
                                                                 --------------
INSURANCE--3.3%
                  63,600   Allstate Corp.                            2,456,550
                  25,600   Conseco Inc.                                782,400
                  41,300   Fidelity National Financial, Inc.         1,259,650
                  28,000   First American Financial
                              Corp. (The)                              899,500
                  15,000   Gallagher (Arthur J.) & Co.                 661,875
                  19,100   LandAmerica Financial Group, Inc.         1,066,019
                  26,500   Lincoln National Corp.                    2,168,031
                   3,300   Loews Corp.                                 324,225
                                                                 --------------
                                                                     9,618,250
                                                                 --------------
LEISURE--0.9%
                   6,900   Anchor Gaming(1)                            390,281
                   2,300   Department 56, Inc.(1)                       86,394
                  22,500   Eastman Kodak Co.                         1,620,000
                   6,100   International Game Technology               148,306
                   5,500   Viacom, Inc. Cl B(1)                        407,000
                                                                 --------------
                                                                     2,651,981
                                                                 --------------
MACHINERY & EQUIPMENT--1.0%
                  33,900   Premark International, Inc.               1,173,788
                  34,200   Sundstrand Corp.                          1,774,125
                                                                 --------------
                                                                     2,947,913
                                                                 --------------
MEDICAL EQUIPMENT & SUPPLIES--0.6%
                  23,800   Hillenbrand Industries, Inc.              1,353,625
                   2,600   PSS World Medical, Inc.(1)                   59,719
                   7,400   Teleflex Inc.                               337,625
                                                                 --------------
                                                                     1,750,969
                                                                 --------------
METALS & MINING--0.1%
                   1,900   Aluminum Co. of America                     141,669
                                                                 --------------
PAPER & FOREST PRODUCTS(2)
                     600   Fort James Corporation                       24,000
                                                                 --------------

                                              See Notes to Financial Statements


10      1-800-345-3533


VP Balanced--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
DECEMBER 31, 1998

Shares                                                                 Value
- --------------------------------------------------------------------------------
PERSONAL SERVICES--0.1%
                   4,600   Block (H & R), Inc.                     $   207,000
                                                                 --------------
PHARMACEUTICALS--4.2%
                  12,500   Bristol-Myers Squibb Co.                  1,672,656
                  28,300   Genentech, Inc.(1)                        2,255,156
                  11,500   Herbalife International, Inc.               162,438
                   6,200   Johnson & Johnson                           520,025
                  13,800   Lilly (Eli) & Co.                         1,226,475
                   6,800   Medicis Pharmaceutical
                              Corp. Cl A(1)                            405,450
                   4,000   Merck & Co., Inc.                           590,750
                   8,100   Nature's Sunshine Products, Inc.            122,513
                   5,900   Pfizer, Inc.                                740,081
                   9,400   Rexall Sundown, Inc.(1)                     131,013
                  59,400   Schering-Plough Corp.                     3,281,850
                  12,000   Warner-Lambert Co.                          902,250
                                                                 --------------
                                                                    12,010,657
                                                                 --------------
PRINTING & PUBLISHING--0.8%
                  59,900   Deluxe Corp.                              2,190,094
                                                                 --------------
RESTAURANTS--0.1%
                  12,800   CKE Restaurants, Inc.                       376,800
                                                                 --------------
RETAIL (APPAREL)--0.3%
                   4,800   Liz Claiborne, Inc.                         151,500
                  12,300   Payless ShoeSource, Inc.(1)                 582,713
                                                                 --------------
                                                                       734,213
                                                                 --------------
RETAIL (FOOD & DRUG)--0.3%
                     200   Albertson's, Inc.                            12,738
                  23,200   Universal Corp.                             814,900
                                                                 --------------
                                                                       827,638
                                                                 --------------
RETAIL (GENERAL MERCHANDISE)--1.4%
                   3,400   Federated Department
                              Stores, Inc.(1)                          148,113
                   4,900   Fortune Brands, Inc.                        154,963
                  32,700   Kmart Corp.(1)                              500,719
                  10,000   Neiman-Marcus Group, Inc.(1)                249,375
                  34,900   Wal-Mart Stores, Inc.                     2,842,169
                                                                 --------------
                                                                     3,895,339
                                                                 --------------
RETAIL (SPECIALTY)--0.4%
                  12,600   Home Depot, Inc.                            770,963
                  14,400   Zale Corp.(1)                               464,400
                                                                 --------------
                                                                     1,235,363
                                                                 --------------
STEEL(2)
                     900   Bethlehem Steel Corporation(1)                7,538
                   1,200   Nucor Corp.                                  51,900
                   1,200   USX-U.S. Steel Group                         27,600
                                                                 --------------
                                                                        87,038
                                                                 --------------
TELEPHONE COMMUNICATIONS--6.5%
                  26,700   Ameritech Corp.                           1,692,113

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

                  76,900   AT&T Corp.                             $  5,786,725
                   7,000   Bell Atlantic Corp.                         371,000
                 116,200   BellSouth Corp.                           5,795,475
                  22,100   GTE Corp.                                 1,436,500
                  35,500   SBC Communications Inc.                   1,903,688
                  27,000   U S WEST Communications
                              Group                                  1,744,875
                                                                 --------------
                                                                    18,730,376
                                                                 --------------
TEXTILES & APPAREL--0.6%
                  15,700   Dexter Corp. (The)                          493,569
                  11,000   Tommy Hilfiger Corp.(1)                     660,000
                  11,600   VF Corp.                                    543,750
                   4,500   Warnaco Group, Inc. (The) Cl A              113,625
                                                                 --------------
                                                                     1,810,944
                                                                 --------------
TOBACCO--0.2%
                  12,900   Philip Morris Companies Inc.                690,150
                                                                 --------------
TRANSPORTATION--0.2%
                  14,600   Hertz Corp. Cl A                            666,125
                                                                 --------------
UTILITIES--2.7%
                   7,800   Avista Corp.                                150,150
                   9,100   Baltimore Gas & Electric Co.                280,963
                   7,600   BEC Energy                                  313,025
                   7,200   Central & South West Corp.                  197,550
                   4,800   DTE Energy Co.                              205,800
                   6,700   Energy East Corp.                           378,550
                  16,400   FPL Group, Inc.                           1,010,650
                  20,200   Houston Industries Inc.                     648,925
                  11,500   KN Energy, Inc.                             418,313
                  25,900   LG&E Energy Corp.                           733,294
                  16,900   Minnesota Power & Light Co.                 743,600
                  13,800   Public Service Co. of New Mexico            282,038
                  33,800   Sempra Energy                               857,675
                  51,400   Southern Co.                              1,493,813
                   7,900   UGI Corp.                                   187,625
                                                                 --------------
                                                                     7,901,971
                                                                 --------------
TOTAL COMMON STOCKS                                                168,500,325
                                                                 --------------
     (Cost $145,781,171)

U.S. TREASURY SECURITIES--11.4%
              $6,000,000   U.S. Treasury Notes, 5.50%,
                              3/31/00                                6,063,000
               1,000,000   U.S. Treasury Notes, 6.125%,
                              9/30/00                                1,024,920
                 500,000   U.S. Treasury Notes, 5.75%,
                              10/31/00                                 509,895
               2,250,000   U.S. Treasury Notes, 4.625%,
                              11/30/00                               2,252,138

See Notes to Financial Statements


                                                 www.americancentury.com      11


VP Balanced--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
DECEMBER 31, 1998

Principal Amount                                                       Value
- --------------------------------------------------------------------------------

              $2,700,000   U.S. Treasury Notes, 6.625%,
                              7/31/01                             $  2,831,814
               3,000,000   U.S. Treasury Notes, 7.50%,
                              11/15/01                               3,229,740
                 450,000   U.S. Treasury Notes, 5.75%,
                              10/31/02                                 466,794
                 400,000   U.S. Treasury Notes, 5.25%,
                              8/15/03                                  410,344
               2,950,000   U.S. Treasury Notes, 5.875%,
                              11/15/05                               3,152,901
               1,000,000   U.S. Treasury Notes, 4.75%,
                              11/15/08                               1,007,780
               1,500,000   U.S. Treasury Bonds, 12.00%,
                              8/15/08                                2,290,590
                 750,000   U.S. Treasury Bonds, 11.25%,
                              2/15/15                                1,239,795
                 500,000   U.S. Treasury Bonds, 9.25%,
                              2/15/16                                  716,770
               1,000,000   U.S. Treasury Bonds, 9.125%,
                              5/15/18                                1,445,390
               2,500,000   U.S. Treasury Bonds, 7.50%,
                              11/15/24                               3,243,725
               1,150,000   U.S. Treasury Bonds, 6.375%,
                              8/16/27                                1,319,752
                 800,000   U.S. Treasury Bonds, 5.50%,
                              8/15/28                                  838,504
                 750,000   U.S. Treasury Bonds, 5.25%,
                              11/15/28                                 768,270
                                                                 --------------
TOTAL U.S. TREASURY SECURITIES                                      32,812,122
                                                                 --------------
   (Cost $31,892,767)

MORTGAGE-BACKED SECURITIES(3)--5.1%
                 934,548   FHLMC Pool #C00578, 6.50%,
                              1/1/28                                   942,705
               1,280,844   FNMA Pool #248679, 5.50%,
                              12/1/08                                1,273,594
                 176,255   FNMA Pool #365462, 6.50%,
                              11/1/11                                  179,009
                 367,651   FNMA Pool #421624, 6.00%,
                              4/1/13                                   369,148
                 147,264   FNMA Pool #421727, 6.00%,
                              4/1/13                                   147,864
                 402,047   FNMA Pool #425391, 6.00%,
                              5/1/13                                   403,684
                 493,392   FNMA Pool #421501, 6.50%,
                              6/1/13                                   501,105
                 291,018   FNMA Pool #431722, 6.50%,
                              6/1/13                                   295,567
                 184,621   FNMA Pool #433184, 6.50%,
                              6/1/13                                   187,507
                 195,593   FNMA Pool #437505, 6.00%,
                              7/1/13                                   196,389
                 990,000   FNMA Pool #440691, 6.50%,
                              11/1/28                                  998,053

Principal Amount                                                       Value
- --------------------------------------------------------------------------------
              $  505,000   FNMA Pool #450619, 6.00%,
                              12/1/28                              $   499,111
               1,000,000   FNMA Pool #453956, 6.00%,
                              12/1/28                                  988,339
                 901,680   FNMA Pool #413812, 6.50%,
                              1/1/28                                   909,073
               1,206,871   FNMA Pool #411821, 7.00%,
                              1/1/28                                 1,232,960
               1,000,000   FNMA Pool #252211, 6.00%,
                              1/1/29                                   988,339
               1,549,125   GNMA Pool #002202, 7.00%,
                              4/20/26                                1,578,097
                 927,166   GNMA Pool #467626, 7.00%,
                              2/15/28                                  949,774
                 863,047   GNMA Pool #458862, 7.50%,
                              2/15/28                                  890,919
                 465,875   GNMA Pool #444773, 6.50%,
                              3/15/28                                  471,120
                 488,926   GNMA Pool #469149, 6.50%,
                              3/15/28                                  494,431
                  99,745   GNMA Pool #460833, 6.50%,
                              5/15/28                                  100,868
                  47,498   GNMA Pool #474224, 6.50%,
                              5/15/28                                   48,032
                                                                 --------------
TOTAL MORTGAGE-BACKED SECURITIES                                    14,645,688
                                                                 --------------
   (Cost $14,429,332)

ASSET-BACKED SECURITIES(3)--3.9%
                 750,000      CIT RV Trust, Series 1998 A, Class A4 SEQ, 6.09%,
                              2/15/12                                  763,706
               1,000,000   First Merchants Auto Receivables
                              Corp., Series 1996 B, Class A2,
                              6.80%, 5/15/01                         1,013,485
               1,457,137   First Union-Lehman Brothers
                              Commercial Mortgage, Series
                              1998 C2, Class A1 SEQ,
                              6.28%, 6/18/07                         1,491,722
               1,000,000   FNMA Whole Loan, Series 
                              1995 W1, Class A6, 8.10%,
                              4/25/25                                1,032,979
               2,000,000   NationsBank Auto Owner Trust,
                              Series 1996 A, Class B1,
                              6.75%, 6/15/01                         2,029,550
                 497,390   Nationslink Funding Corp.,
                              Series 1998-2, Cl A1 SEQ,
                              6.00%, 11/20/07                          502,933
               2,000,000   Union Acceptance Corp., Series 
                              1996 D, Class A3, 6.30%,
                              1/8/04                                 2,037,710
               1,250,000   United Companies Financial
                              Corp., Home Equity Loan,
                              Series 1996 D1, Class A4,
                              6.78%, 2/15/16                         1,263,231

                                              See Notes to Financial Statements


12      1-800-345-3533


VP Balanced--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
DECEMBER 31, 1998

Principal Amount                                                       Value
- --------------------------------------------------------------------------------
              $1,000,000   United Companies Financial
                              Corp., Home Equity Loan,
                              Series 1996 D1, Class A5,
                              6.92%, 10/15/18                     $  1,021,685
                                                                 --------------
TOTAL ASSET-BACKED SECURITIES                                       11,157,001
                                                                 --------------
   (Cost $10,952,458)

CORPORATE BONDS--17.5%
AUTOMOBILES & AUTO PARTS--0.4%
               1,000,000   General Motors Corp., 7.00%,
                              6/15/03                                1,062,800
                                                                 --------------
BANKING--2.2%
               1,750,000   Corestates Capital Corp., 5.875%,
                              10/15/03                               1,785,140
               1,750,000   First Bank System Inc., 7.625%,
                              5/1/05                                 1,931,335
               1,000,000   First Union Corp., 8.77%,
                              11/15/99                               1,033,490
               1,000,000   NationsBank Corp., 6.875%,
                              2/15/05                                1,057,180
                 500,000   U.S. Bank NA, 5.70%, 12/15/08               497,500
                                                                 --------------
                                                                     6,304,645
                                                                 --------------
CHEMICALS & RESINS--0.3%
                 700,000   Monsanto Co., 6.60%, 12/1/28
                              (Acquired 12/4/98,
                              Cost $697,480)(4)                        702,674
                                                                 --------------
ELECTRICAL & ELECTRONIC
COMPONENTS--0.9%
               1,500,000   Anixter International Inc., 8.00%,
                              9/15/03                                1,588,275
               1,000,000   Yorkshire Power Finance,
                              Series B, 6.15%, 2/25/03
                              (Acquired 2/19/98, Cost
                              $1,000,000)(4)                         1,005,840
                                                                 --------------
                                                                     2,594,115
                                                                 --------------
ENERGY (PRODUCTION & MARKETING)--0.5%
                 500,000  K N Energy, Inc., 6.45%,
                              11/30/01                                 501,920
               1,000,000   USX Corp., 6.85%, 3/1/08                  1,019,600
                                                                 --------------
                                                                     1,521,520
                                                                 --------------
FINANCIAL SERVICES--4.4%
               1,500,000   Associates Corp., N.A., 6.375%,
                              10/15/02                               1,543,005
               1,000,000   Associates First Capital Corp.,
                              6.75%, 7/15/01                         1,032,160
               1,525,000   Comdisco, Inc., 6.375%,
                              11/30/01                               1,543,132
               1,000,000   Dean Witter, Discover & Co.,
                              6.875%, 3/1/03                         1,046,190
               1,000,000   First USA, Inc., 7.00%, 8/20/01           1,047,510

Principal Amount                                                       Value
- --------------------------------------------------------------------------------

              $1,000,000   Ford Motor Credit Co., 6.125%,
                              4/28/03                             $  1,025,910
                 750,000   Ford Motor Credit Co., 6.75%,
                              5/15/05                                  795,540
               1,000,000   Money Store Inc. (The), 8.05%,
                              4/15/02                                1,078,760
               1,750,000   Norwest Financial, Inc., 6.25%,
                              11/1/02                                1,805,423
               1,000,000   Salomon Inc., 6.65%, 7/15/01              1,024,380
                 800,000   Toyota Motor Credit Corp.,
                              5.625%, 11/13/03                         808,896
                                                                 --------------
                                                                    12,750,906
                                                                 --------------
HEALTHCARE--0.4%
               1,200,000   Aetna Services, Inc., 6.75%,
                              8/15/01                                1,233,264
                                                                 --------------
INSURANCE--1.0%
               1,000,000   Nationwide Mutual Insurance Co.,
                              6.50%, 2/15/04 (Acquired
                              2/9/96, Cost $1,008,420)(4)            1,038,080
               1,000,000   Underwriters Reinsurance Co.,
                              7.875%, 6/30/06 (Acquired
                              8/6/96, Cost $1,031,200)(4)            1,130,340
                 500,000   Zurich Capital Trust I, 8.38%,
                              6/1/37 (Acquired
                              6/9/97-6/11/97, Cost
                              $515,410)(4)                             556,265
                                                                 --------------
                                                                     2,724,685
                                                                 --------------
MACHINERY & EQUIPMENT--0.4%
               1,250,000   Caterpillar Financial Services
                              Corp., 5.90%, 9/10/02                  1,272,150
                                                                 --------------
METALS & MINING--0.4%
               1,000,000   Barrick Gold Corp., 7.50%,
                              5/1/07                                 1,088,120
                                                                 --------------
PAPER & FOREST PRODUCTS--0.3%
               1,000,000   Abitibi-Consolidated Inc., 7.40%,
                              4/1/18                                   934,000
                                                                 --------------
RAILROAD--0.2%
                 500,000   Union Pacific Corp. MTN,
                              Series E, 6.79%, 11/9/07                 515,335
                                                                 --------------
REAL ESTATE--1.4%
               1,700,000   Price REIT, Inc. (The), 7.25%,
                              11/1/00                                1,724,803
               1,000,000   Price REIT, Inc. (The), 7.125%,
                              6/15/04                                1,028,670
               1,200,000   Spieker Properties, Inc., 6.80%,
                              12/15/01                               1,213,260
                                                                 --------------
                                                                     3,966,733
                                                                 --------------
RETAIL (FOOD & DRUG)--0.2%
                 500,000   Kroger Co. (The), 6.80%,
                              12/15/18                                 502,145

See Notes to Financial Statements


                                                 www.americancentury.com      13


VP Balanced--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
DECEMBER 31, 1998

Principal Amount                                                       Value
- --------------------------------------------------------------------------------
RETAIL (GENERAL MERCHANDISE)--0.6%
              $  600,000   Saks Inc., 8.25%, 11/15/08              $   643,842
               1,000,000   Sears, Roebuck & Co. MTN,
                              7.12%, 6/4/04                          1,072,940
                                                                 --------------
                                                                     1,716,782
                                                                 --------------
TELEPHONE COMMUNICATIONS--1.9%
               1,500,000   Cable & Wireless Communications,
                              6.625%, 3/6/05                         1,510,740
                 500,000   Cable & Wireless Communications
                              plc, 6.75%, 12/1/08                      510,445
               1,300,000   GTE Corp., 7.51%, 4/1/09                  1,489,124
                 500,000   GTE North Inc., Series H, 5.65%,
                              11/15/08                                 503,720
               1,000,000   GTE Southwest, 5.82%, 12/1/99             1,006,130
                 500,000   Qwest Communications
                              International Inc., 7.50%,
                              11/1/08 (Acquired 10/28/98,
                              Cost $496,620)(4)                        523,125
                                                                 --------------
                                                                     5,543,284
                                                                 --------------
TOBACCO--0.8%
               1,000,000   Philip Morris Companies Inc.,
                              6.80%, 12/1/03                         1,044,670
               1,250,000   Philip Morris Companies Inc.,
                              6.95%, 6/1/06                          1,282,563
                                                                 --------------
                                                                     2,327,233
                                                                 --------------

Principal Amount                                                       Value
- --------------------------------------------------------------------------------
UTILITIES--1.2%
              $1,000,000   Avon Energy Partners Holdings,
                              7.05%, 12/11/07 (Acquired
                              1/20/98, Cost $1,039,620)(4)        $  1,045,710
               1,300,000   CalEnergy Co. Inc., 7.63%,
                              10/15/07                               1,387,919
               1,000,000   Kansas Power & Light Co.,
                              8.875%, 3/1/00                         1,040,720
                                                                 --------------
                                                                     3,474,349
                                                                 --------------
TOTAL CORPORATE BONDS                                               50,234,740
                                                                 --------------
   (Cost $48,708,398)

FORWARD COMMITMENTS--0.3%
               1,000,000   FNMA Purchase, 6.50%,
                              Settlement 1/14/99                     1,008,134
                                                                 --------------
   (Cost $1,007,656)

TEMPORARY CASH INVESTMENTS--3.2%
   Repurchase Agreement, State Street Boston
    Corp., (U.S. Treasury obligations), in a joint
    trading account at 4.80%, dated 12/31/98,
    due 1/4/99 (Delivery value $9,204,907)                           9,200,000
                                                                 --------------
   (Cost $9,200,000)

TOTAL INVESTMENT SECURITIES--100.0%                               $287,558,010
                                                                 ==============
   (Cost $261,971,782)

Notes to Schedule of Investments

FHLMC = Federal Home Loan Mortgage Corporation

FNMA = Federal National Mortgage Association

GNMA = Government National Mortgage Association

MTN = Medium Term Note

(1) Non-income producing.

(2) Industry is less than 0.05% of total investment securities.

(3) Final maturity  indicated.  Expected remaining maturity used for purposes of
    calculating the weighted average portfolio maturity.

(4) Security was purchased under Rule 144A of the Securities Act of 1933 or is a
    private  placement  and,  unless  registered  under the Act or exempted from
    registration,  may only be sold to qualified  institutional  investors.  The
    aggregate  value  of  restricted   securities  at  December  31,  1998,  was
    $6,002,034, which represented 2.1% of net assets.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  tells  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:

* a list of each investment

* number of shares of each stock or the principal amount of each bond

* the market value of each investment

* the percentage of investments in each industry

* the percent and dollar breakdown of each investment category

                                              See Notes to Financial Statements


14      1-800-345-3533


Statement of Assets and Liabilities
- --------------------------------------------------------------------------------

DECEMBER 31, 1998

ASSETS
Investment securities, at value
  (identified cost of $261,971,782)
  (Note 3) ................................................         $287,558,010
Cash ......................................................              291,126
Dividends and interest receivable .........................            1,447,927
                                                                    ------------
                                                                     289,297,063
                                                                    ------------

LIABILITIES
Disbursements in excess of
  demand deposit cash .....................................            6,098,661
Payable for investments purchased .........................            1,098,684
Payable for capital shares redeemed .......................            1,455,233
Accrued management fees (Note 2) ..........................              207,369
Payable for directors' fees and expenses ..................                  296
                                                                    ------------
                                                                       8,860,243
                                                                    ------------
Net Assets ................................................         $280,436,820
                                                                    ============

CAPITAL SHARES, $0.01 PAR VALUE
Authorized ................................................          200,000,000
                                                                    ============
Outstanding ...............................................           33,606,285
                                                                    ============
Net Asset Value Per Share .................................         $       8.34
                                                                    ============

NET ASSETS CONSIST OF:
Capital (par value and paid-in surplus) ...................         $213,010,363
Undistributed net investment income .......................            5,367,392
Accumulated net realized gain
  from investments transactions ...........................           36,472,837
Net unrealized appreciation
  on investments (Note 3) .................................           25,586,228
                                                                    ------------
                                                                    $280,436,820
                                                                    ============

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF ASSETS AND  LIABILITIES--This  statement details
what the fund owns (assets),  what it owes (liabilities),  and its net assets as
of the last day of the period.  If you subtract  what the fund owes from what it
owns, you get the fund's net assets.  The net assets divided by the total number
of fund shares  outstanding  gives you the price of an individual  share, or the
net asset value per share.

NET ASSETS are also broken down by capital (money invested by shareholders); net
investment income not yet paid to shareholders or net investment losses, if any;
net gains earned on investments  but not yet paid to  shareholders or net losses
on investments (known as realized gains or losses); and finally, gains or losses
on  securities  still owned by the fund  (known as  unrealized  appreciation  or
depreciation).  This  breakdown  tells  you the  value  of net  assets  that are
performance-related,  such as investment  gains or losses,  and the value of net
assets that are not related to performance,  such as shareholder investments and
redemptions.

See Notes to Financial Statements


                                                  www.americancentury.com     15


Statement of Operations
- --------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 1998

INVESTMENT INCOME
Income:
Interest ...............................................           $  6,613,052
Dividends ..............................................              1,193,995
                                                                   ------------
                                                                      7,807,047
                                                                   ------------
Expenses (Note 2):
Management fees ........................................              2,453,205
Directors' fees and expenses ...........................                  2,238
                                                                   ------------
  Total expenses .......................................              2,455,443
Amount waived ..........................................                (32,457)
                                                                   ------------
  Net expenses .........................................              2,422,986
                                                                   ------------
Net investment income ..................................              5,384,061
                                                                   ------------

REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
(NOTE 3)
Net realized gain on investments .......................             37,379,163
Change in net unrealized
  appreciation on investments ..........................             (5,946,383)
                                                                   ------------

Net realized and unrealized
  gain on investments ..................................             31,432,780
                                                                   ------------

Net Increase in Net Assets
  Resulting from Operations ............................           $ 36,816,841
                                                                   ============

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF  OPERATIONS--This  statement breaks down how the
fund's  net  assets  changed  during  the  period  as a  result  of  the  fund's
operations.  It tells you how much money the fund made or lost after taking into
account income,  fees and expenses,  and investment gains or losses. It does not
include shareholder transactions and distributions.

Fund OPERATIONS include:

* income earned from investments (dividends and interest)

* management fees and other expenses

* gains or losses from selling investments (known as realized gains or losses)

* gains or losses on current fund holdings (known as unrealized appreciation or
  depreciation)

                                              See Notes to Financial Statements


16      1-800-345-3533


Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1997

Increase in Net Assets                               1998             1997

OPERATIONS
Net investment income ....................     $   5,384,061      $   5,147,782
Net realized gain on investments .........        37,379,163         24,611,195
Change in net unrealized
  appreciation on investments ............        (5,946,383)         6,428,739
                                               -------------      -------------
Net increase in net assets
  resulting from operations ..............        36,816,841         36,187,716
                                               -------------      -------------

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income ...............        (4,070,492)        (2,554,690)
From net realized gains
  on investment transactions .............       (25,240,781)        (9,825,570)
                                               -------------      -------------
Decrease in net assets
  from distributions .....................       (29,311,273)       (12,380,260)
                                               -------------      -------------

CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ................        86,669,711        103,187,176
Proceeds from reinvestment
  of distributions .......................        29,311,273         12,380,260
Payments for shares redeemed .............       (62,136,967)      (135,680,741)
                                               -------------      -------------
Net increase (decrease) in
  net assets from capital
  share transactions .....................        53,844,017        (20,113,305)
                                               -------------      -------------

Net increase in net assets ...............        61,349,585          3,694,151

NET ASSETS
Beginning of year ........................       219,087,235        215,393,084
                                               -------------      -------------
End of year ..............................     $ 280,436,820      $ 219,087,235
                                               =============      =============

Undistributed net
   investment income .....................     $   5,367,392      $   3,959,144
                                               =============      =============

TRANSACTIONS IN SHARES OF THE FUND
Sold .....................................        10,866,022         13,147,136
Issued in reinvestment
  of distributions .......................         3,831,539          1,737,653
Redeemed .................................        (7,676,450)       (16,859,188)
                                               -------------      -------------
Net increase (decrease) ..................         7,021,111         (1,974,399)
                                               =============      =============

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF CHANGES IN NET ASSETS--These statements show how
the fund's net assets  changed over the past two reporting  periods.  It details
how much a fund grew or shrank as a result of:

* operations--a summary of the Statement of Operations from the previous page
  for the most recent period

* distributions--income and gains distributed to shareholders

* capital share transactions--shareholders' purchases, reinvestments, and
  redemptions

Net  assets  at the  beginning  of  the  period  plus  the  sum  of  operations,
distributions  to  shareholders  and capital  share  transactions  result in net
assets at the end of the period.

See Notes to Financial Statements


                                                 www.americancentury.com      17


Notes to Financial Statements
- --------------------------------------------------------------------------------

DECEMBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION  --  American   Century   Variable   Portfolios,   Inc.,  (the
Corporation)  is  registered  under  the  Investment  Company  Act of 1940 as an
open-end  diversified   management  investment  company.   American  Century  VP
Balanced,  (the  Fund)  is  one  of  the  six  series  of  funds  issued  by the
Corporation.  The Fund's  investment  objective  is capital  growth and  current
income.  The  Fund  seeks to  achieve  its  investment  objective  by  investing
approximately  60% of the Fund's assets 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.  The  following
significant  accounting  policies  are in  accordance  with  generally  accepted
accounting principles.

     SECURITY VALUATIONS -- Portfolio securities traded primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or regulation.  Debt securities not
traded on a  principal  securities  exchange  are  valued  through a  commercial
pricing  service or at the mean of the most  recent bid and asked  prices.  When
valuations  are not readily  available,  securities  are valued at fair value as
determined in accordance with procedures adopted by the Board of Directors.

     SECURITY  TRANSACTIONS -- Security transactions are accounted for as of the
trade date. Net realized gains and losses are determined on the identified  cost
basis, which is also used for federal income tax purposes.

     INVESTMENT  INCOME -- Dividend  income less foreign taxes withheld (if any)
is  recorded  as of the  ex-dividend  date.  Interest  income is recorded on the
accrual basis and includes accretion of discounts and amortization of premiums.

     REPURCHASE AGREEMENTS -- The Fund may enter into repurchase agreements with
institutions that the Fund's  investment  manager,  American Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost. The Fund requires that the collateral, represented by securities, received
in a  repurchase  transaction  be  transferred  to  the  custodian  in a  manner
sufficient  to enable  the Fund to  obtain  those  securities  in the event of a
default under the repurchase  agreement.  ACIM monitors,  on a daily basis,  the
securities  transferred to ensure the value,  including accrued interest, of the
securities  under each repurchase  agreement is equal to or greater than amounts
owed to the Fund under each repurchase agreement.

     JOINT  TRADING  ACCOUNT -- Pursuant  to an  Exemptive  Order  issued by the
Securities  and  Exchange  Commission,  the Fund,  along with  other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase agreements that are collateralized by U.S.
Treasury or Agency obligations.

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

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

     The  character of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These differences  reflect the differing character
of certain income items and net realized  capital gains and losses for financial
statement  and tax purposes  and may result in  reclassification  among  certain
capital accounts.

     ADDITIONAL   INFORMATION   --  Funds   Distributor,   Inc.   (FDI)  is  the
Corporation's  distributor.  Certain  officers  of FDI are also  officers of the
Corporation.


18      1-800-345-3533


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)

DECEMBER 31, 1998

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

     The  shareholders  of the Corporation  approved a new Management  Agreement
with ACIM on November 16, 1998,  effective  November  17,  1998.  The  Agreement
provides the Fund with investment  advisory and management  services in exchange
for a single, unified fee. The Agreement provides that all expenses of the Fund,
except brokerage commissions,  taxes, interest,  expenses of those directors who
are not considered "interested persons" as defined in the Investment Company Act
of 1940 (including  counsel fees) and  extraordinary  expenses,  will be paid by
ACIM.  The fee is computed  daily and paid monthly  based on the Fund's  average
daily closing net assets during the previous month.

     The annualized fee schedule for the Fund is as follows:
        0.90% on the first $250 million
        0.85% on the next $250 million
        0.80% thereafter

     Prior to November  17,  1998,  the annual  management  fee for the Fund was
1.00%.  ACIM voluntarily  waived a portion of the Fund's management fees for the
period  October 1, 1998 to November 16, 1998 to reflect the new  management  fee
agreement.

     Certain  officers and directors of the Corporation are also officers and/or
directors,  and,  as a  group,  controlling  stockholders  of  American  Century
Companies,  Inc., the parent of the Corporation's  investment manager, ACIM, and
the Corporation's transfer agent, American Century Services Corporation.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

     Purchases  of  investment  securities,  excluding  short-term  investments,
totaled   $423,341,929,   including   purchases  of  U.S.  Treasury  and  Agency
obligations  totaling  $59,583,742.  Sales of investment  securities,  excluding
short-term investments,  totaled $379,714,901,  including sales of U.S. Treasury
and Agency obligations totaling $30,646,285.

     As of December  31,  1998,  accumulated  net  unrealized  appreciation  was
$24,900,188,  based on the aggregate cost of investments  for federal income tax
purposes  of  $262,657,822,   which  consisted  of  unrealized  appreciation  of
$27,258,252 and unrealized depreciation of $2,358,064.

- --------------------------------------------------------------------------------
4. BANK LOANS

     Effective  December 18,  1998,  the Fund,  along with  certain  other funds
managed  by ACIM  entered  into an  unsecured  $570,000,000  bank line of credit
agreement with Chase Manhattan.  Borrowings under the agreement bear interest at
the Federal  Funds rate plus 0.40%.  The Funds may borrow money for temporary or
emergency purposes to fund shareholder redemptions. The fund did not borrow from
the line during the period ended December 31, 1998.


                                                 www.americancentury.com      19


VP Balanced--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                 FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31

                                                1998               1997           1996            1995            1994
PER-SHARE DATA
<S>                                        <C>                <C>             <C>             <C>             <C>        
Net Asset Value, Beginning of Year .....   $      8.24        $      7.54     $      7.04     $      5.96     $      6.07
                                           -----------        -----------     -----------     -----------     -----------
Income From Investment Operations
  Net Investment Income ................          0.16               0.19            0.18            0.17            0.15
  Net Realized and Unrealized
  Gain (Loss) on Investment
  Transactions .........................          1.04               0.94            0.65            1.08           (0.11)
                                           -----------        -----------     -----------     -----------     -----------
  Total From Investment Operations .....          1.20               1.13            0.83            1.25            0.04
                                           -----------        -----------     -----------     -----------     -----------
Distributions
  From Net Investment Income ...........         (0.15)             (0.09)          (0.13)          (0.17)          (0.15)
  From Net Realized Gains on
  Investment Transactions ..............         (0.95)             (0.34)          (0.20)           --              --
                                           -----------        -----------     -----------     -----------     -----------
  Total Distributions ..................         (1.10)             (0.43)          (0.33)          (0.17)          (0.15)
                                           -----------        -----------     -----------     -----------     -----------
Net Asset Value, End of Year ...........   $      8.34        $      8.24     $      7.54     $      7.04     $      5.96
                                           ===========        ===========     ===========     ===========     ===========
  Total Return(1) ......................         15.77%             15.81%          12.21%          21.12%           0.61%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
to Average Net Assets ..................          0.97%(2)           1.00%           0.99%           0.97%           1.00%
Ratio of Net Investment
Income to Average Net Assets ...........          2.16%(2)           2.19%           2.43%           2.69%           2.49%
Portfolio Turnover Rate ................           158%               125%            130%             87%             63%
Net Assets, End of Year
  (in thousands) .......................   $   280,437        $   219,087     $   215,393     $   153,823     $   105,100
</TABLE>

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

(2)  ACIM  voluntarily  waived a portion of its  management  fee from  October 1
     through  November  16. In absence of the waiver,  the  annualized  ratio of
     operating  expenses  to  average  net assets  and  annualized  ratio of net
     investment  income to average  net assets  would have been 0.99% and 2.15%,
     respectively, for the year ended December 31, 1998.

- --------------------------------------------------------------------------------
UNDERSTANDING THE FINANCIAL  HIGHLIGHTS--This  statement itemizes current period
activity and  statistics and provides  comparison  data for the last five fiscal
years.

On a per-share basis, it includes:

* share price at the beginning of the period

* investment income and capital gains or losses

* income and capital gains distributions paid to shareholders

* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions

* expense ratio--operating expenses as a percentage of average net assets

* net income ratio--net investment income as a percentage of average net assets

* portfolio turnover--the percentage of the portfolio that was replaced during
  the period

                                              See Notes to Financial Statements


20      1-800-345-3533


Independent Auditors' Report
- --------------------------------------------------------------------------------

The Board of Directors and Shareholders,
American Century Variable Portfolios, Inc:

   We have  audited  the  accompanying  statement  of  assets  and  liabilities,
including  the schedule of  investments,  of American  Century VP Balanced  (the
"Fund"), one of the funds comprising American Century Variable Portfolios, Inc.,
as of December 31, 1998,  and the related  statement of operations  for the year
then ended, the statements of changes in net assets for each of the two years in
the period then ended,  and the financial  highlights for each of the five years
in  the  period  then  ended.  These  financial  statements  and  the  financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to  express  an  opinion  on these  financial  statements  and the  financial
highlights based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of securities owned at December
31,  1998 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

   In our opinion,  such financial  statements and financial  highlights present
fairly, in all material respects,  the financial position of American Century VP
Balanced as of December 31,  1998,  the results of its  operations  for the year
then  ended,  the  changes  in its net  assets  for each of the two years in the
period then ended,  and the financial  highlights  for each of the five years in
the  period  then  ended  in  conformity  with  generally  accepted   accounting
principles.

Deloitte & Touche LLP
Kansas City, Missouri
February 5, 1999


                                                 www.americancentury.com      21


Proxy Voting Results
- --------------------------------------------------------------------------------

     An annual meeting of shareholders was held on November 16, 1998, to vote on
the following proposals.  All of the proposals received the required majority of
votes and were adopted.

     A summary of voting results is listed below each proposal.

PROPOSAL 1:

     To  elect a Board of  Directors  of nine  members  to hold  office  for the
ensuing year or until their successors are elected and qualified.

     James E. Stowers, Jr.
     For:                             30,028,327
     Withheld:                           100,799

     James E. Stowers III
     For:                             30,045,422
     Withheld:                            83,704

     Thomas A. Brown
     For:                             30,057,334
     Withheld:                            71,792

     Robert W. Doering, M.D.
     For:                             30,051,363
     Withheld:                            77,763

     Andrea C. Hall, Ph.D.
     For:                             30,077,312
     Withheld:                            51,814

     D.D. (Del) Hock
     For:                             30,083,226
     Withheld:                            45,900

     Donald H. Pratt
     For:                             30,077,956
     Withheld:                            51,170

     Lloyd T. Silver, Jr.
     For:                             30,017,669
     Withheld:                           111,457

     M. Jeannine Strandjord
     For:                             30,081,372
     Withheld:                            47,754

PROPOSAL 2:

     To approve a Management Agreement with American Century Investment
Management, Inc.

     For:                             28,037,263
     Against:                            459,110
     Abstain:                          1,632,753

PROPOSAL 3:

     To approve the selection by the Board of Directors of Deloitte & Touche LLP
as independent auditors for the Corporation.

     For:                             28,463,796
     Against:                            342,149
     Abstain:                          1,323,181

PROPOSAL 4:

     To approve the  adoption of  standardized  investment  limitations  for the
following items:

*    Eliminate the fundamental investment limitation concerning diversification
     of investments.

     For:                             27,064,306
     Against:                            917,628
     Abstain:                          2,147,192

*    Amend the fundamental investment limitation concerning the issuance of
     senior securities.

     For:                             27,065,142
     Against:                            916,792
     Abstain:                          2,147,192

*    Amend the fundamental investment limitation concerning borrowing.

     For:                             27,055,399
     Against:                            926,535
     Abstain:                          2,147,192


22      1-800-345-3533


Proxy Voting Results
- --------------------------------------------------------------------------------
                                                                    (Continued)

*    Amend the fundamental investment limitation concerning lending.

     For:                             27,024,459
     Against:                            957,475
     Abstain:                          2,147,192

*    Amend  the  fundamental  investment  limitation  concerning  investing  for
     control and concentration of investments in a particular industry.

     For:                             27,074,839
     Against:                            907,095
     Abstain:                          2,147,192

*    Eliminate the fundamental investment limitation regarding investments in
     illiquid securities.

     For:                             27,063,832
     Against:                            918,102
     Abstain:                          2,147,192

*    Eliminate the fundamental limitation concerning investment in other
     investment companies.

     For:                             27,071,061
     Against:                            910,873
     Abstain:                          2,147,192

*    Amend the fundamental investment limitation concerning investments in real
     estate.

     For:                             27,073,880
     Against:                            908,054
     Abstain:                          2,147,192


*    Amend the fundamental investment limitation concerning underwriting.

     For:                             27,068,910
     Against:                            913,024
     Abstain:                          2,147,192

*    Amend the fundamental investment limitation concerning commodities.

     For:                             27,071,836
     Against:                            910,098
     Abstain:                          2,147,192

*    Eliminate the fundamental limitation concerning investments in issuers with
     less than three years of continuous operations.

     For:                             27,072,121
     Against:                            909,813
     Abstain:                          2,147,192

*    Eliminate  the  fundamental   limitation  concerning  short  sales,  margin
     purchases, and options.

     For:                             27,065,851
     Against:                            916,083
     Abstain:                          2,147,192


                                                 www.americancentury.com      23


Background Information
- --------------------------------------------------------------------------------

INVESTMENT PHILOSOPHY AND POLICIES

     VP BALANCED seeks capital growth and current  income.  The fund keeps about
60% of its assets in U.S. stocks. Under normal market conditions,  the remaining
assets are held in quality intermediate-term bonds.

     The  stock  and bond  portfolios  are  managed  by  teams,  rather  than by
individual  "star"  managers.  We believe  this allows us to make  better,  more
consistent management decisions.

     We attempt  to keep the fund fully  invested  at all times,  regardless  of
short-term market activity.  Experience has shown that market gains can occur in
unpredictable  spurts  and that  missing  even some of those  opportunities  may
significantly limit the potential for gain.

COMPARATIVE INDICES

     The  indices  listed  below  are used in the  report  for fund  performance
comparisons. They are not investment products available for purchase.

     The BLENDED INDEX is considered the benchmark for VP Balanced.  It combines
two  widely  known  indices  in  proportion  to  the  asset  mix  of  the  fund.
Accordingly,  60% of the index is represented by the S&P 500, which reflects the
60% of the fund's assets invested in equity securities. The remaining 40% of the
index is represented by the Lehman Intermediate Government/Corporate Bond Index,
which reflects the 40% of the fund's assets invested in intermediate-term  bonds
and other fixed-income securities.

     The LEHMAN  AGGREGATE  BOND  INDEX is  composed  of the Lehman  Government/
Corporate Index and the Lehman Mortgage-Backed Securities Index. It reflects the
price fluctuations of Treasury  securities,  U.S.  government agency securities,
corporate bond issues, and mortgage-backed securities.

     The LEHMAN  INTERMEDIATE  GOVERNMENT/CORPORATE  BOND INDEX is considered to
represent the performance of a portfolio of  intermediate-term  U.S.  government
and corporate bonds. The index includes the Lehman Government and Corporate Bond
indices, which are composed of U.S. government,  Treasury, and agency securities
with one- to 10-year maturities, as well as corporate and Yankee bonds with one-
to 10-year maturities.

     The  S&P  500  is a  capitalization-weighted  index  of the  stocks  of 500
publicly traded  large-capitalization  U.S.  companies that are considered to be
leading firms in dominant industries.  Created by Standard & Poor's Corporation,
the index is viewed as a broad measure of U.S. stock market performance.

CREDIT RATING GUIDELINES

     Credit  ratings  are  issued  by  independent  research  companies  such as
Standard  & Poor's  and  Moody's.  Ratings  are based on an  issuer's  financial
strength and ability to pay interest and principal in a timely manner.

     Securities  rated  AAA,  AA,  A, or BBB are  considered  "investment-grade"
securities,  which means they are relatively safe from default. Securities rated
BB or below are considered to have more speculative characteristics.

     It's important to note that credit ratings are  subjective,  reflecting the
opinions of the rating agencies; they are not absolute standards of quality.

[left margin]

INVESTMENT TEAM LEADERS
  EQUITY PORTFOLIO MANAGERS
     JOHN SCHNIEDWIND, CFA
     JEFF TYLER, CFA
  FIXED-INCOME PORTFOLIO MANAGERS
     BUD HOOPS
     JEFF HOUSTON, CFA


24      1-800-345-3533


Glossary
- --------------------------------------------------------------------------------

RETURNS

* TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations in a fund's return;  they are not the same as  year-by-year  results.
For  fiscal   year-by-year  total  returns,   please  refer  to  the  "Financial
Highlights" on page 20.

FIXED-INCOME TERMS

* CREDIT QUALITY  reflects the financial  strength of a debt security issuer and
the likelihood of timely payment of interest and principal.

* DURATION  is a measure  of the  sensitivity  of a  fixed-income  portfolio  to
interest  rate  changes.  It is a  time-weighted  average  of the  interest  and
principal  payments  of the  securities  in a  portfolio.  As the  duration of a
portfolio  increases,  the impact of a change in interest  rates on the value of
the portfolio also increases.

* STANDARD & POOR'S (S&P) is an independent  rating company.  The credit ratings
issued by S&P reflect the perceived  financial strength (credit quality) of debt
issuers.  Debt securities rated "investment  grade" (deemed to be of high enough
credit quality to be appropriate  investments for banks and other  institutions)
by S&P are those rated BBB or higher (the highest rating is AAA).

* WEIGHTED AVERAGE MATURITY (WAM) is another measurement of the sensitivity of a
fixed-income  portfolio to interest rate changes. WAM indicates the average time
until the securities in the portfolio  mature,  weighted by dollar  amount.  The
longer the WAM, the more interest  rate  exposure and interest rate  sensitivity
the portfolio has.

EQUITY TERMS

*  BLUE-CHIP  STOCKS--generally   considered  to  be  the  stocks  of  the  most
established  companies in American  industry.  They are generally large,  fairly
stable  companies that have  demonstrated  consistent  earnings and usually have
long-term growth potential. Examples include General Electric and Coca-Cola.

* CYCLICAL  STOCKS--generally  considered  to be stocks whose price and earnings
fluctuations  tend to follow the ups and downs of the business  cycle.  Examples
include the stocks of automobile  manufacturers,  steel  producers,  and textile
operators.

* GROWTH  STOCKS--generally  considered to be the stocks of companies  that have
experienced  above-average  earnings  growth and appear  likely to continue such
growth.  These  stocks  often sell at high P/E ratios.  Examples can include the
stocks of high-tech, healthcare, and consumer staple companies.

* VALUE  STOCKS--generally  considered to be stocks that are  purchased  because
they are relatively inexpensive. These stocks are typically characterized by low
P/E ratios.

*  LARGE-CAPITALIZATION  ("LARGE-CAP")  STOCKS--generally  considered  to be the
stocks of companies with a market capitalization (the total value of a company's
outstanding  stock) of more than $5  billion.  These tend to be the stocks  that
make up the Dow Jones Industrial Average and the S&P 500.

*  MEDIUM-CAPITALIZATION  ("MID-CAP")  STOCKS--generally  considered  to be  the
stocks of companies with a market capitalization (the total value of a company's
outstanding  stock)  between $1  billion  and $5  billion.  These tend to be the
stocks that make up the S&P MidCap 400.

*  SMALL-CAPITALIZATION  ("SMALL-CAP")  STOCKS--generally  considered  to be the
stocks of companies with a market capitalization (the total value of a company's
outstanding  stock) of less than $1  billion.  These tend to be the stocks  that
make up the Russell 2000 Index and the S&P SmallCap 600.


                                                 www.americancentury.com      25


Notes
- --------------------------------------------------------------------------------


26      1-800-345-3533

Notes
- --------------------------------------------------------------------------------


                                                 www.americancentury.com      27


Notes
- --------------------------------------------------------------------------------


28      1-800-345-3533


[inside back cover]

AMERICAN CENTURY FUNDS
- -------------------------------------------------------------------------------

BENHAM GROUP(reg.sm)

TAXABLE BOND FUNDS
U.S. TREASURY & GOVERNMENT
   Short-Term Treasury
   Short-Term Government
   GNMA
   Intermediate-Term Treasury
   Long-Term Treasury
   Inflation-Adjusted Treasury
   Target Maturities Trust: 2000
   Target Maturities Trust: 2005
   Target Maturities Trust: 2010
   Target Maturities Trust: 2015
   Target Maturities Trust: 2020
   Target Maturities Trust: 2025

CORPORATE & DIVERSIFIED
   Limited-Term Bond
   Intermediate-Term Bond
   Bond
   Premium Bond
   High-Yield Bond

INTERNATIONAL
   International Bond

TAX-FREE & MUNICIPAL BOND FUNDS
MULTIPLE-STATE
   Limited-Term Tax-Free
   Intermediate-Term Tax-Free
   Long-Term Tax-Free
   High-Yield Municipal

SINGLE-STATE
   Arizona Intermediate-Term Municipal
   California High-Yield Municipal
   California Insured Tax-Free
   California Intermediate-Term Tax-Free
   California Limited-Term Tax-Free
   California Long-Term Tax-Free
   Florida Intermediate-Term Municipal

MONEY MARKET FUNDS
TAXABLE
   Capital Preservation
   Government Agency Money Market
   Premium Capital Reserve
   Premium Government Reserve
   Prime Money Market

TAX-FREE & MUNICIPAL
   California Municipal Money Market
   California Tax-Free Money Market
   Florida Municipal Money Market
   Tax-Free Money Market

AMERICAN CENTURY(reg.sm) GROUP
ASSET ALLOCATION
   Strategic Allocation: Conservative
   Strategic Allocation: Moderate
   Strategic Allocation: Aggressive

BALANCED
   Balanced

CONSERVATIVE EQUITY
   Income and Growth
   Equity Income
   Value
   Equity Growth

SPECIALTY
   Utilities
   Real Estate
   Global Natural Resources
   Global Gold

SMALL CAP
   Small Cap Quantitative
   Small Cap Value

TWENTIETH CENTURY GROUP
GROWTH
   Select
   Heritage
   Growth
   Ultra

AGGRESSIVE GROWTH
   Vista
   Giftrust
   New Opportunities

INTERNATIONAL GROWTH
   International Growth
   International Discovery
   Emerging Markets

GLOBAL
   Global Growth

Please call for a prospectus  or profile on any  American  Century  fund.  These
documents contain important information including charges and expenses,  and you
should read them carefully before you invest or send money.


[right margin]

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

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

INVESTOR SERVICES:
1-800-345-3533

AUTOMATED INFORMATION LINE:
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-345-1833 OR 816-444-3485

FAX: 816-340-4360

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.


INVESTMENT MANAGER
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
KANSAS CITY, MISSOURI


THIS  REPORT AND THE  STATEMENTS  IT  CONTAINS  ARE  SUBMITTED  FOR THE  GENERAL
INFORMATION OF OUR  SHAREHOLDERS.  THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION
TO  PROSPECTIVE  INVESTORS  UNLESS  PRECEDED  OR  ACCOMPANIED  BY  AN  EFFECTIVE
PROSPECTUS.

FUNDS DISTRIBUTOR, INC.
(c) 1999 AMERICAN CENTURY SERVICES CORPORATION


[recycled logo]
Recycled


[back cover]


American Century Investments                                      BULK RATE
P.O. Box 419385                                               U.S. POSTAGE PAID
Kansas City, MO 64141-6385                                    AMERICAN CENTURY
www.americancentury.com                                           COMPANIES


9902                                                    Funds Distributor, Inc.
SH-BKT-15585                      (c)1999 American Century Services Corporation
<PAGE>

[front cover]                                                 DECEMBER 31, 1998

ANNUAL REPORT
- -------------------
AMERICAN CENTURY
VARIABLE PORTFOLIOS

                               [graphic of stairs]

VARIABLE INSURANCE FUNDS
- ------------------------
VP ADVANTAGE

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

VARIABLE PORTFOLIOS
VP ADVANTAGE
- -------------------------------------------------------------------------------


Our Message to You
- -------------------------------------------------------------------------------
/photo of James E. Stowers III and James E. Stowers, Jr./
James E. Stowers III, seated, with James E. Stowers, Jr.

     On the whole,  1998 was an eventful but favorable year for U.S. stocks.  It
was a year of extremes--dramatic economic and financial problems in many regions
of the  world led to  significant  stock  market  volatility  and a  substantial
decline in interest  rates.  Volatility was so rampant that the Federal  Reserve
(the U.S. central bank) cut interest rates three times to help stabilize markets
worldwide.

     Amid the wild market fluctuations,  many investors flocked to the perceived
stability of the stocks of large companies, such as those represented in the S&P
500.  Large-cap stocks have been the market leaders over the past several years.
From  1995-98,  the  S&P 500  averaged  a  return  of just  over  30% a  year--a
compounded return of 190%.

     It's not surprising,  then,  that the stock market's  influence on the U.S.
economy has grown. Ten years ago, the average  household had stock holdings that
were worth about 80% of its annual income; today, these stock holdings are worth
more than twice the  average  household's  annual  income  (according  to Lehman
Brothers).  This  increase  in wealth has had a  significant  effect on consumer
behavior. Knowing that they have healthy reserves in the stock market, consumers
are spending more of their  paychecks.  Because consumer  spending  accounts for
two-thirds of U.S. economic growth, this trend has provided a major boost to the
economy in recent years.

     But there is a  corresponding  downside  to this  "wealth  effect." A stock
market decline could cause consumers to curtail their spending and contribute to
an economic downturn. That possibility, combined with the increased stock market
volatility  over the past year,  illustrates  the  importance  of a  diversified
investment  portfolio.  Diversifying your assets among stocks,  bonds, and money
market  funds  can help  your  portfolio  weather  changes  in the  economic  or
investment climate.

     Looking  ahead,  one of the challenges in the coming year is preparation of
the world's  computer  systems for the year 2000.  At  American  Century,  we're
devoting  substantial  resources to this endeavor.  Our technology team modified
the  computer  code in our  critical  systems  in 1998 and  will be  extensively
testing the systems in 1999,  including those involved with fund performance and
dividend payments.

     In addition,  our investment  management  team is busy  gathering  publicly
available information about the year-2000 readiness of the issuers of securities
owned by American Century funds.

     We appreciate your continued confidence in American Century.

Sincerely,

/s/James E. Stowers, Jr.                 /s/James E. Stowers III
James E. Stowers, Jr.                    James E. Stowers III
Chairman of the Board and Founder        Chief Executive Officer


[right margin]

               Table of Contents
   Report Highlights .......    2
   Market Perspective ......    3
VP ADVANTAGE
   Performance Information .    5
   Management Q & A ........    6
   Types of Investments ....    6
   Top Ten Stock Holdings ..    7
   Top Five Stock Industries    7
   Fixed-Income Portfolio ..    8
   Schedule of Investments .    9
FINANCIAL STATEMENTS
   Statement of Assets and
   Liabilities .............   11
   Statement of Operations .   12
   Statements of Changes
   in Net Assets ...........   13
   Notes to Financial
   Statements ..............   14
   Financial Highlights ....   16
   Independent Auditors'
   Report ..................   17
   Proxy Voting Results ....   18
OTHER INFORMATION
   Background Information
      Investment Philosophy
      and Policies .........   20
      Comparative Indices ..   20
      Credit Rating
      Guidelines ...........   20
      Investment Team
      Leaders ..............   20
   Glossary ................   21


                                                  www.americancentury.com      1


Report Highlights
- --------------------------------------------------------------------------------

MARKET PERSPECTIVE

*   Stocks of large, growing U.S. companies and U.S. Treasury bonds were among
    the top-performing investments in 1998.

*   Large-company  (large-cap)  stocks  outperformed  mid- and small-cap stocks,
    overcoming market turbulence in the third quarter to post strong returns.

*   Large-cap stock indices reached  all-time highs in July because of a healthy
    domestic   economic   environment,   then  plunged  for  six  weeks  because
    difficulties in foreign economies and markets threatened corporate profits.

*   U.S. bonds benefited from low inflation,  weakening economic conditions, and
    falling  interest  rates.  Treasury  bonds in  particular  benefited  from a
    "flight to quality" --strong demand from investors seeking a safe haven from
    global market turmoil.  The 30-year  Treasury bond yield fell to an all-time
    low in October as Treasury bond prices soared.

*   Other types of bonds,  such as  corporate  bonds and  municipal  securities,
    lagged Treasurys because of lower demand. Corporate bonds were also affected
    by a weakening  profit outlook,  and municipal bond performance was dampened
    by increased issuance as interest rates fell.

*   We expect  continued low inflation but possibly  weaker  economic  growth in
    1999. Low inflation  should help provide a good  environment for both stocks
    and bonds,  but we believe it's  unrealistic  to think that 1999 returns can
    match 1998's.

MANAGEMENT Q&A

*   VP Advantage's 1998  performance  reflected the blended returns of its three
    portfolios. Stocks (about 40% of the fund) returned 32.18%, bonds (about 40%
    of the fund) returned 7.49%, and money market  securities  (about 20% of the
    fund) returned 4.53%.

*   VP Advantage  outperformed  its  benchmark,  a blended index of broad market
    indices. This happened primarily because the fund's stock portfolio posted a
    significantly higher return than its benchmark, the S&P 500.

*   The stock  portfolio's  strong  performance  can be attributed to good stock
    selection  and an  overweighting  (relative to the index) in growth  sectors
    that performed well (e.g., pharmaceuticals, telecommunications, and computer
    software).

*   Banking and energy services stocks underperformed.

*   The performance of VP Advantage's bond portfolio matched its benchmark, the
    Lehman Intermediate Government Bond Index, before expenses. The bond
    portfolio's return reflected primarily the strong rally by U.S. Treasury
    securities.

[left margin]

"VP ADVANTAGE OUTPERFORMED ITS BENCHMARK, A BLENDED INDEX OF BROAD MARKET
INDICES."

                VP ADVANTAGE
TOTAL RETURNS:             AS OF 12/31/98
    6 Months                       6.12%*
    1 Year                         17.19%
NET ASSETS:                 $26.3 million
INCEPTION DATE:                    8/1/91

* Not annualized.

See Total Returns on page 5.
Investment terms are defined in the Glossary on page 21.


2      1-800-345-3533


Market Perspective from Mark Mallon
- --------------------------------------------------------------------------------
/photo of Mark Mallon/
Mark Mallon, senior vice president and managing director of American Century
Investments

U.S. STOCKS--MIXED PERFORMANCE

     In a year dominated by narrow market  leadership  and dramatic  volatility,
U.S. stock performance was widely divergent but generally positive. The S&P 500,
representing  the  stocks  of the  largest  domestic  companies,  continued  its
decade-long  trend of above-average  returns,  producing a return of better than
20% for an unprecedented  fourth consecutive year. Smaller companies didn't fare
as well--many posted flat or negative returns for the year.

     Stocks took investors on a wild ride. After  steamrolling to all-time highs
in the first half of 1998,  the stock  market  entered one of its most  volatile
periods  since the end of World War II. A series  of  financial  crises in Asia,
Russia,  and  Latin  America  wreaked  havoc  on  market  psychology,  and  wide
day-to-day swings became common.

     Between mid-July and the end of August,  the S&P 500 fell almost 20%. After
struggling  through  six weeks of ups and downs,  the index  recovered  from its
earlier losses and posted additional gains in the fourth quarter.

     Smaller-company  stocks saw even greater  volatility.  The S&P SmallCap 600
peaked in  mid-April  and then  plunged 37% over the  following  six months.  In
mid-October,  the index shifted  direction again and retraced  two-thirds of its
decline by the end of the year.

     The market's  decline and  subsequent  rebound  provided a tangible  lesson
about  long-term  investing and staying the course.  Those who panicked and sold
their stock  holdings in August or September  missed the  opportunity  to recoup
their losses, while patient investors were rewarded by year's end.

COMPANY SIZE MATTERED

     On the face of it, the solid returns of many stock indices  suggest that it
was  another  great  year  for  equities.   However,   index   performance   was
deceptive--the robust returns of a handful of large,  blue-chip companies masked
price declines in the rest of the market. For example,  the 25 largest stocks in
the S&P 500 returned 66%; the remaining 475 returned just 5%.

     Small-company  stocks  repeatedly  lagged the  shares of larger  companies,
peaking  earlier in the year and suffering more during the market decline in the
third  quarter.  Despite  better  values and faster  earnings  growth  than most
large-company stocks, small-company stocks were ignored as investors favored the
shares of large, seasoned, well-known companies that they could buy or sell at a
moment's notice.

[right margin]

"THE MARKET'S DECLINE AND SUBSEQUENT REBOUND PROVIDED A TANGIBLE LESSON ABOUT
LONG-TERM INVESTING AND STAYING THE COURSE."

MARKET RETURNS
FOR THE YEAR ENDED DECEMBER 31, 1998
  S&P 500                 28.68%
  BLENDED INDEX           15.80%
  LEHMAN INTERMEDIATE
     GOVERNMENT INDEX      8.49%
  90-DAY T-BILL            4.88%

Source: Lipper Inc.

[line graph - data below]
MARKET PERFORMANCE (GROWTH OF $1.00)
FOR THE YEAR ENDED DECEMBER 31, 1998
                              Lehman Int.       Blended         90 Day
                S&P 500       Govt. Index        Index        T-Bill Index
12/31/97         $1.00           $1.00           $1.00           $1.00
1/31/98          $1.01           $1.01           $1.01           $1.00
2/28/98          $1.08           $1.01           $1.04           $1.01
3/31/98          $1.14           $1.02           $1.06           $1.01
4/30/98          $1.15           $1.02           $1.07           $1.02
5/31/98          $1.13           $1.03           $1.07           $1.02
6/30/98          $1.18           $1.03           $1.09           $1.03
7/31/98          $1.16           $1.04           $1.09           $1.03
8/31/98          $1.00           $1.06           $1.03           $1.03
9/30/98          $1.06           $1.08           $1.07           $1.04
10/31/98         $1.15           $1.08           $1.11           $1.04
11/30/98         $1.22           $1.08           $1.13           $1.04
12/31/98         $1.29           $1.08           $1.16           $1.05

Source: Lipper Inc.

Indices are defined on page 20.


                                                  www.americancentury.com      3


Market Perspective from Mark Mallon
- --------------------------------------------------------------------------------
                                                                    (Continued)
INDUSTRY WINNERS AND LOSERS

     U.S.  stock returns  varied widely by industry.  Telecommunications  stocks
were among the big  winners,  posting  huge  returns  for the year.  Substantial
merger  activity--especially  among  long-distance  carriers and  regional  Bell
operating  companies--helped  boost stock prices,  and more open  competition in
local and  long-distance  markets  enabled many firms to expand  their  domestic
business.

     On the downside,  many financial  services stocks suffered sizable overseas
losses from the problems in Russia and Latin America. As a result,  these stocks
were  among the  primary  casualties  when the market  went into a  tailspin  in
August, though many recovered in the fourth quarter.

     Energy stocks and others that depend on natural  resources also  struggled.
Commodity  prices declined  dramatically in 1998,  weakening  profit margins for
many of these companies.

U.S. BONDS

     U.S.  interest rates fell sharply  during the year,  leading to strong bond
market returns.  Deteriorating  global economic  conditions were the main reason
behind the decline in rates. In the U.S., the Federal Reserve lowered short-term
interest  rates three times between late September and  mid-November--its  first
rate cuts in three  years--to  combat slower  economic  growth and stabilize the
markets.

     Treasury bonds benefited the most from this environment. As global economic
problems disrupted financial markets worldwide,  investors flocked to the safety
and  liquidity of U.S.  Treasury  bonds.  This "flight to quality" sent Treasury
yields down to levels not seen in nearly  three  decades--the  30-year  Treasury
bond yield dipped to an all-time low of 4.71% in early October.

     Demand in the corporate and municipal  bond markets was a different  story.
Falling  stock  prices and concerns  that global  economic  problems  would hurt
profits contributed to the lack of demand for corporate debt. Foreign investors,
who  provided  much of the demand for  Treasurys,  had no incentive to invest in
municipals  because  municipals offer no tax benefits to bond buyers outside the
U.S. In addition, municipal issuance increased in 1998 as interest rates fell.
The greater supply limited municipals' gains.

     Because of these  factors,  corporate  and  municipal  bond  yields did not
experience  the dramatic  declines that Treasury  yields did.  Since bond prices
move in the opposite direction of yields,  Treasurys  experienced  sizable price
gains, while corporate and municipal bond prices rose more modestly.

[left margin]

"U.S. INTEREST RATES FELL SHARPLY DURING THE ONE-YEAR PERIOD, LEADING TO
STRONG BOND MARKET RETURNS."

[line chart - data below]

FALLING U.S. TREASURY YIELD CURVE

YEARS TO MATURITY        12/31/97          12/31/98
1                          5.49%             4.53%
2                          5.65%             4.54%
3                          5.68%             4.54%
4                          5.69%             4.54%
5                          5.71%             4.55%
6                          5.72%             4.57%
7                          5.73%             4.59%
8                          5.73%             4.60%
9                          5.74%             4.62%
10                         5.75%             4.64%
11                         5.76%             4.66%
12                         5.77%             4.68%
13                         5.78%             4.71%
14                         5.79%             4.73%
15                         5.80%             4.75%
16                         5.80%             4.77%
17                         5.81%             4.79%
18                         5.82%             4.82%
19                         5.83%             4.84%
20                         5.84%             4.86%
21                         5.85%             4.88%
22                         5.86%             4.91%
23                         5.87%             4.93%
24                         5.88%             4.95%
25                         5.89%             4.97%
26                         5.90%             4.99%
27                         5.90%             5.02%
28                         5.91%             5.04%
29                         5.92%             5.06%
30                         5.93%             5.09%

Source: Bloomberg Financial Markets

TREASURY RETURNS
FOR THE YEAR ENDED DECEMBER 31, 1998
  LEHMAN TREASURY BOND INDEX    10.03%
  1-YEAR TREASURY BILL           5.84%
  2-YEAR TREASURY NOTE           6.96%
  5-YEAR TREASURY NOTE           9.60%
  10-YEAR TREASURY NOTE         12.87%
  30-YEAR TREASURY BOND         16.55%

Source: Bloomberg Financial Markets


4      1-800-345-3533


VP Advantage--Performance
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
TOTAL RETURNS AS OF DECEMBER 31, 1998
                                                                 LEHMAN INT.        90-DAY
                      VP ADVANTAGE   BLENDED INDEX   S&P 500   GOVERNMENT INDEX   T-BILL INDEX
- -------------------------------------------------------------------------------------------
<S>                      <C>            <C>          <C>           <C>              <C>  
6 MONTHS(1)               6.12%          6.12%        9.37%         4.93%            2.29%
1 YEAR                   17.19%         15.80%       28.68%         8.49%            4.88%
- -------------------------------------------------------------------------------------------
AVERAGE ANNUAL RETURNS
3 YEARS                  13.02%         15.00%       28.17%         6.74%            5.06%
5 YEARS                  11.25%         13.21%       24.05%         6.45%            5.02%
LIFE OF FUND(2)           9.75%         11.82%       19.74%         7.57%            4.54%
</TABLE>

(1) Returns for periods less than one year are not annualized.

(2) The fund's inception date was 8/1/91.

See pages 20-21 for information about the comparative indices and returns.

[mountain chart - data below]

GROWTH OF $10,000 OVER LIFE OF FUND
Value on 12/31/98
S&P 500                    $38,047
Blended Index              $22,966
VP Advantage               $19,938
Lehman Int. Govt. Index    $17,177

<TABLE>
                                                          Lehman Int.
                  VP Advantage          S&P 500           Govt. Index        Blended Index
DATE                 VALUE               VALUE               VALUE               VALUE
<S>               <C>                 <C>                 <C>                 <C>    
8/1/91              $10,000             $10,000             $10,000             $10,000
9/30/91             $10,174             $10,100             $10,363             $10,189
12/31/91            $11,381             $10,945             $10,862             $10,750
3/31/92             $10,804             $10,670             $10,748             $10,617
6/30/92             $10,571             $10,872             $11,165             $10,881
9/30/92             $10,773             $11,215             $11,655             $11,226
12/31/92            $10,953             $11,778             $11,616             $11,455
3/31/93             $11,126             $12,291             $12,051             $11,844
6/30/93             $11,350             $12,350             $12,287             $11,978
9/30/93             $11,720             $12,669             $12,546             $12,221
12/31/93            $11,702             $12,963             $12,565             $12,360
3/31/94             $11,716             $12,471             $12,332             $12,102
6/30/94             $11,520             $12,524             $12,263             $12,119
9/30/94             $11,789             $13,135             $12,358             $12,420
12/31/94            $11,824             $13,132             $12,345             $12,448
3/31/95             $12,192             $14,410             $12,859             $13,176
6/30/95             $12,985             $15,783             $13,459             $13,963
9/30/95             $13,512             $17,037             $13,668             $14,531
12/31/95            $13,805             $18,062             $14,125             $15,114
3/31/96             $13,983             $19,032             $14,028             $15,434
6/30/96             $14,324             $19,885             $14,122             $15,792
9/30/96             $14,649             $20,499             $14,365             $16,136
12/31/96            $15,082             $22,207             $14,697             $16,864
3/31/97             $14,798             $22,804             $14,694             $17,087
6/30/97             $16,087             $26,781             $15,104             $18,515
9/30/97             $16,938             $28,787             $15,491             $19,306
12/31/97            $17,016             $29,613             $15,833             $19,748
3/31/98             $18,016             $33,742             $16,072             $21,020
6/30/98             $18,793             $34,862             $16,370             $21,505
9/30/98             $18,131             $31,404             $17,134             $21,103
12/31/98            $19,938             $38,047             $17,177             $22,966
</TABLE>

$10,000 investment made 8/1/91

The graph at left shows the growth of a $10,000  investment over the life of the
fund,  while the graph  below  shows the fund's  year-by-year  performance.  The
blended index is provided for  comparison  in each graph,  while the S&P 500 and
the Lehman  Intermediate  Government  Index are provided for  comparison  in the
graph at left. VP Advantage's total returns include operating  expenses (such as
transaction  costs and  management  fees) that reduce  returns,  while the total
returns of the  indices  do not.  Past  performance  does not  guarantee  future
results.  Investment  return and principal value will fluctuate,  and redemption
value may be more or less than original cost.

[bar chart - data below]
ONE-YEAR RETURNS OVER LIFE OF FUND (PERIODS ENDED DECEMBER 31)

                  VP Advantage        Blended Index
DATE                 RETURN             RETURN
12/31/91*            13.81%              7.49%
12/31/92             -3.76%              6.52%
12/31/93              6.84%              7.91%
12/31/94              1.03%              0.69%
12/31/95             16.75%             21.92%
12/31/96              9.25%             11.83%
12/31/97             12.83%             17.47%
12/31/98             17.19%             15.80%

* 8/1/91 (inception) through 12/31/91


                                                  www.americancentury.com      5


VP Advantage--Q&A
- --------------------------------------------------------------------------------
/photo of John Skyora, Jim Stowers III, Bruce Wimberly/
Equity team: John Sykora, Jim Stowers III, Bruce Wimberly

/photo of Bud Hoops and Jeff Houston/
Fixed-income team: Bud Hoops, Jeff Houston

     Based  on  interviews  with  Bruce  Wimberly  and Jeff  Houston,  portfolio
managers on the VP Advantage fund investment teams.

HOW DID THE FUND PERFORM IN 1998?

     VP  Advantage  enjoyed  an  excellent  year.  In  a  volatile  period  that
underscored  the value of a  diversified  investment  approach,  VP  Advantage's
domestic  portfolio of approximately 40% stocks, 40% bonds, and 20% money market
securities posted a solid 17.19% total return. This gain, the best calendar-year
performance since the fund's inception in 1991, reflected the blended returns of
the fund's three core portfolios.  VP Advantage's  stock, bond, and money market
holdings returned 32.18%, 7.49%, and 4.53%, respectively.

     VP  Advantage's  benchmark (a blended  index that combines the S&P 500, the
Lehman  Intermediate  Government Bond Index, and a 90-day Treasury bill index in
the same  40/40/20  proportions  as the  asset  mix of the  portfolio)  returned
15.80%.  This  reflected the combined  returns of the S&P 500, the Lehman index,
and the Treasury bill index, which were 28.68%, 8.49%, and 4.88%, respectively.

WHY DID THE FUND BEAT THE BLENDED INDEX?

     The main  reason was the  performance  of VP  Advantage's  stock  portfolio
versus its benchmark, the S&P 500. The S&P 500 had its fourth straight excellent
year in 1998, returning almost 30%. But VP Advantage's stock portfolio performed
even better, returning over 32%. Good stock selection helped the fund outperform
the index.  Our  performance  was  driven in part by  concentrated  holdings  in
sectors and companies that  demonstrated  growth and investor  appeal.  Compared
with  the  index,  VP  Advantage  was   overweighted   in  the   pharmaceutical,
telecommunications,  and computer software sectors,  all of which performed very
well.

WHAT OTHER FACTORS AFFECTED THE RETURNS OF THE EQUITY PORTFOLIO?

     Large,  high-quality  growth  stocks  fared  well in 1998.  Companies  with
dominant market franchises and visible earnings were especially good performers.
Not surprisingly,  large-cap growth stocks such as Microsoft,  General Electric,
Pfizer (makers of Viagra), MCI WorldCom, Bristol-Myers Squibb

[left margin]

"VP ADVANTAGE'S STOCK, BOND, AND MONEY MARKET HOLDINGS RETURNED 32.18%, 7.49%,
AND 4.53%, RESPECTIVELY."

[pie charts - data below]

TYPES OF INVESTMENTS IN THE PORTFOLIO

AS OF DECEMBER 31, 1998
U.S. Treasury
  Securities           38%
Common Stocks          38%
Cash                   21%
Mortgage-Backed
  Securities            2%
U.S. Govt. Agency
  Securities            1%

AS OF JUNE 30, 1998
U.S. Treasury
  Securities           36%
Common Stocks          42%
Cash                   19%
Mortgage-Backed
  Securities            2%
U.S. Govt. Agency
  Securities            1%


6      1-800-345-3533


VP Advantage--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

(makers  of  Excedrin,   Bufferin,  and  Comtrex),  America  Online  (AOL),  and
Tele-Communications  (TCI, the cable  television  company) were among the fund's
top  performers  for the  period.  They were also among VP  Advantage's  largest
holdings as of December 31.

     VP  Advantage's  top-performing  stock was AOL,  which  gained over 600% in
1998.  Accelerating growth in membership,  usage, and advertising  revenues made
AOL attractive, as well as its acquisition of one of its competitors,  Netscape.
AOL also became the first Internet stock added to the S&P 500.

     Two  telecommunications  companies  --MCI  WorldCom and TCI--were  among VP
Advantage's  top  performers.  MCI  WorldCom  was one of  several  long-distance
carriers  that  benefited  from merger  activity and services  expansion,  which
helped boost stock prices and build new business.  Similarly, the cable industry
experienced  growth through  strategic  alliances and offered a rich menu of new
products, including Internet and telephone services.

WHICH STOCKS OR INDUSTRIES HURT PERFORMANCE?

     Our  bank  holdings  underperformed.  Money  center  banks  such  as  Chase
Manhattan,  Citigroup, and BankAmerica saw their share prices fall amid concerns
about their exposure to the economic turmoil in Asia, Russia, and Latin America

     Energy services, such as oil drilling and oil drilling equipment companies,
also had a difficult year. Falling oil prices hurt these stocks.

     The holding with the biggest  negative impact on the portfolio was Cendant.
As we discussed in the June 30 semiannual report, the shares of this franchising
business (which owns names such as Ramada Inns, Howard  Johnson's,  and Coldwell
Banker) fell significantly because of accounting  irregularities.  We eventually
eliminated the holding entirely.

WHAT FACTORS AFFECTED THE PERFORMANCE OF THE FIXED-INCOME PORTFOLIO?

     The most important  factor was that U.S. bonds in general  rallied in 1998.
Inflation  remained low and economic  conditions  threatened to weaken,  causing
interest rates to fall. Also, for the first time in the 1990s, the usually staid
U.S.  Treasury market  outperformed all other types of U.S. bonds. The benchmark
30-year  Treasury  bond yield fell from 5.93% to 5.09% as  Treasury  bond prices
rose. (Remember that bond prices move inversely to bond  yields--falling  yields
usually translate into higher prices and favorable total returns).

     Treasury bonds outperformed bonds with traditionally higher yields (such as
corporates and mortgage-backeds) and municipal bonds because Treasurys benefited
from a "flight to quality" as stocks plunged in the third quarter.  On the other
hand,  corporate bonds, like stocks,  were negatively affected by concerns about
corporate  profits,  while  increased  mortgage  and  municipal  refinancing  as
interest rates fell hurt mortgage-backed and municipal securities.

     Overall, VP Advantage's  fixed-income portfolio did what it was supposed to
do, matching the return of its benchmark before expenses.

[right margin]

TOP TEN STOCK HOLDINGS
                              % OF EQUITY PORTFOLIO
                              AS OF             AS OF
                            12/31/98           6/30/98
AMERICA ONLINE INC.           7.5%               2.7%
MCI WORLDCOM, INC.(1)         6.1%               2.1%(2)
MICROSOFT CORP.               5.4%                --
TELE-COMMUNICATIONS,
     INC. CL A                5.0%               3.3%
BRISTOL-MYERS
     SQUIBB CO.               4.8%               3.3%
GENERAL ELECTRIC CO.
     (U.S.)                   4.2%               5.0%
JOHNSON & JOHNSON             3.9%                --
PFIZER, INC.                  3.9%               1.2%
TIME WARNER INC.              3.8%               1.3%
CARDINAL HEALTH, INC.         3.5%               1.3%

TOP FIVE STOCK INDUSTRIES
                              % OF EQUITY PORTFOLIO
                              AS OF             AS OF
                            12/31/98           6/30/98
PHARMACEUTICALS               20.3%              7.6%
TELEPHONE
     COMMUNICATIONS           14.5%              7.3%
COMPUTER SOFTWARE
     & SERVICES               13.7%              6.7%
DIVERSIFIED COMPANIES          5.8%              9.7%
BROADCASTING &
     MEDIA                     5.3%              9.7%

(1)  WorldCom,  Inc. acquired MCI Communications on 9/15/98. The new name is MCI
     WorldCom, Inc.

(2)  Represents percentage of WorldCom, Inc. shares owned by the fund.


                                                  www.americancentury.com      7


VP Advantage--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

WHAT'S YOUR OUTLOOK FOR THE U.S. ECONOMY AND THE MARKETS?

     By cutting short-term interest rates three times from September to November
in 1998, we believe the Federal Reserve accomplished four important things:

     1.  Demonstrated  its  willingness  to help  support  the  weakened  global
economy;

     2. Showed its concern about the vulnerability of the U.S. economy;

     3. Took  aggressive  steps against  recession by stimulating  borrowing and
spending; and

     4. Restored confidence to the U.S. markets,  and even more importantly,  to
U.S. consumers, who are key to economic growth.

     The U.S. economy remains  vulnerable to financial  events overseas,  but it
also has  underlying  strength that has been  bolstered by the Fed. As a result,
many economic pundits predict a "controlled  slowdown" for the U.S. in 1999, not
a recession.  They see slower economic growth, continued low inflation, and more
interest rate stability.  Low inflation  should help provide a good  environment
for both stocks and bonds.

WHAT'S YOUR OUTLOOK FOR VP ADVANTAGE?

     The main thing we want to emphasize is that  shareholders  shouldn't expect
another year quite like 1998, when many factors aligned  favorably for the fund.
The  portfolio  was focused  primarily on large-cap  growth  stocks and Treasury
securities,  and both performed very well.  It's not realistic to expect another
30%  return  from the equity  portfolio,  and it would  require an  unexpectedly
strong  deterioration of U.S. economic conditions for Treasury yields to fall as
much in 1999 as they did in 1998.

     We believe  continued low inflation and economic strength in the U.S. could
lead to additional  positive returns for the fund, but probably not on the scale
experienced in 1998. VP Advantage's  return in 1998 simply isn't sustainable for
a  moderate-risk  fund that holds more bonds and money  market  securities  than
stocks.  The  fund's  diversification,  though,  does  mean  that it  should  be
relatively cushioned against major declines in the stock market, such as the one
experienced in the third quarter of 1998.

[left margin]

"WE BELIEVE CONTINUED LOW INFLATION AND ECONOMIC STRENGTH IN THE U.S. COULD LEAD
TO ADDITIONAL POSITIVE RETURNS FOR THE FUND, BUT PROBABLY NOT ON THE SCALE
EXPERIENCED IN 1998."

FIXED-INCOME PORTFOLIO
                                                AS OF             AS OF
                                               12/31/98         12/31/97
PORTFOLIO SENSITIVITY TO INTEREST RATES
  WEIGHTED AVERAGE MATURITY                   5.7 YEARS         4.5 YEARS
  DURATION                                    4.0 YEARS         3.6 YEARS

PORTFOLIO CREDIT QUALITY                      % OF FIXED-INCOME PORTFOLIO
  (S&P RATINGS)
       AAA                                       100%             100%

Investment terms are defined in the Glossary on page 21.


8      1-800-345-3533


VP Advantage--Schedule of Investments
- --------------------------------------------------------------------------------

DECEMBER 31, 1998

Shares                                                                Value
- --------------------------------------------------------------------------------
COMMON STOCKS--38.4%
BANKING--0.2%
                     900   Chase Manhattan Corp.                   $   61,253
                                                                 -------------
BROADCASTING & MEDIA--2.0%
                   4,925   Outdoor Systems, Inc.(1)                   147,750
                   6,200   Time Warner Inc.                           384,788
                                                                 -------------
                                                                      532,538
                                                                 -------------
COMPUTER PERIPHERALS--0.9%
                   2,600   Cisco Systems Inc.(1)                      241,394
                                                                 -------------
COMPUTER SOFTWARE & SERVICES--5.3%
                   4,700   America Online Inc.                        752,000
                   1,100   Compuware Corp.(1)                          85,903
                   3,900   Microsoft Corp.(1)                         540,272
                                                                 -------------
                                                                    1,378,175
                                                                 -------------
COMPUTER SYSTEMS--1.8%
                   2,200   Dell Computer Corp.(1)                     161,081
                   1,700   International Business
                              Machines Corp.                          314,075
                                                                 -------------
                                                                      475,156
                                                                 -------------
CONSUMER PRODUCTS--0.9%
                   1,600   Gillette Company                            77,300
                   1,800   Procter & Gamble Co. (The)                 164,363
                                                                 -------------
                                                                      241,663
                                                                 -------------
DIVERSIFIED COMPANIES--2.2%
                   4,100   General Electric Co. (U.S.)                418,456
                   2,200   Tyco International Ltd.                    165,963
                                                                 -------------
                                                                      584,419
                                                                 -------------
ELECTRICAL & ELECTRONIC
COMPONENTS--1.2%
                   2,700   Intel Corp.                                320,034
                                                                 -------------
ENVIRONMENTAL SERVICES--0.3%
                   1,600   Waste Management, Inc.                      74,600
                                                                 -------------
FINANCIAL SERVICES--1.8%
                     800   American Express Co.                        81,800
                   1,700   CIT Group Holdings, Inc.
                              (The) Cl A                               54,081
                   4,500   Fannie Mae                                 333,000
                                                                 -------------
                                                                      468,881
                                                                 -------------
FOOD & BEVERAGE--0.4%
                   1,400   Coca-Cola Company (The)                     93,625
                                                                 -------------

Shares                                                                Value
- --------------------------------------------------------------------------------
HEALTHCARE--1.4%
                   4,675   Cardinal Health, Inc.                  $   354,716
                                                                 -------------
INSURANCE--1.6%
                   3,600   American International Group, Inc.         347,850
                     800   SunAmerica, Inc.                            64,900
                                                                 -------------
                                                                      412,750
                                                                 -------------
LEISURE--0.7%
                   2,600   Viacom, Inc. Cl B(1)                       192,400
                                                                 -------------
MEDICAL EQUIPMENT & SUPPLIES--1.4%
                     700   Guidant Corp.                               77,175
                   3,900   Medtronic, Inc.                            289,575
                                                                 -------------
                                                                      366,750
                                                                 -------------
PHARMACEUTICALS--7.8%
                   3,600   Bristol-Myers Squibb Co.                   481,725
                   4,700   Johnson & Johnson                          394,213
                   2,100   Merck & Co., Inc.                          310,144
                   3,100   Pfizer, Inc.                               388,856
                   4,400   Schering-Plough Corp.                      243,100
                   3,000   Warner-Lambert Co.                         225,563
                                                                 -------------
                                                                    2,043,601
                                                                 -------------
PRINTING & PUBLISHING--0.5%
                   1,300   McGraw-Hill Companies,
                              Inc. (The)                              132,438
                                                                 -------------
RETAIL (GENERAL MERCHANDISE)--1.3%
                   1,500   Costco Companies, Inc.(1)                  108,516
                   2,700   Wal-Mart Stores, Inc.                      219,881
                                                                 -------------
                                                                      328,397
                                                                 -------------
RETAIL (SPECIALTY)--0.4%
                   1,600   Home Depot, Inc.                            97,900
                                                                 -------------
TELEPHONE COMMUNICATIONS--5.6%
                   1,700   Bell Atlantic Corp.                         90,100
                   2,400   BellSouth Corp.                            119,700
                   8,500   MCI WorldCom, Inc.(1)                      610,141
                   2,600   SBC Communications Inc.                    139,425
                   9,100   Tele-Communications, Inc. Cl A(1)          503,628
                                                                 -------------
                                                                    1,462,994
                                                                 -------------
TOBACCO--0.7%
                   3,600   Philip Morris Companies Inc.               192,600
                                                                 -------------
TOTAL COMMON STOCKS                                                10,056,284
                                                                 -------------
     (Cost $6,299,052)

See Notes to Financial Statements


                                                  www.americancentury.com      9


VP Advantage --Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
DECEMBER 31, 1998

Principal Amount                                                      Value
- --------------------------------------------------------------------------------
 U.S. TREASURY SECURITIES--37.5%
              $1,000,000   U.S. Treasury Notes, 7.75%,
                              1/31/00                             $ 1,032,150
               1,000,000   U.S. Treasury Notes, 5.75%,
                              10/31/00                              1,019,790
                 200,000   U.S. Treasury Notes, 5.625%,
                              11/30/00                                203,650
                 150,000   U.S. Treasury Notes, 5.50%,
                              12/31/00                                152,565
                 400,000   U.S. Treasury Notes, 6.625%,
                              6/30/01                                 418,844
                 250,000   U.S. Treasury Notes, 6.375%,
                              9/30/01                                 261,135
                 300,000   U.S. Treasury Notes, 6.25%,
                              1/31/02                                 313,587
               1,200,000   U.S. Treasury Notes, 6.50%,
                              5/31/02                               1,268,304
               1,000,000   U.S. Treasury Notes, 7.875%,
                              11/15/04                              1,158,730
               2,000,000   U.S. Treasury Notes, 6.50%,
                              8/15/05                               2,200,120
                 300,000   U.S. Treasury Notes, 5.875%,
                              11/15/05                                320,634
                 800,000   U.S. Treasury Notes, 6.50%,
                              10/15/06                                890,080
                 400,000   U.S. Treasury Bonds, 9.125%,
                              5/15/18                                 578,156
                                                                 -------------
TOTAL U.S. TREASURY SECURITIES                                      9,817,745
                                                                 -------------
   (Cost $9,397,804)

U.S. GOVERNMENT AGENCY DISCOUNT NOTES(2)--1.2%
                 300,000   FHLB Discount Notes, 4.30%,
                              1/4/99                                  300,000
                                                                 -------------
   (Cost $299,892)


Principal Amount                                                      Value
- --------------------------------------------------------------------------------
MORTGAGE-BACKED SECURITIES(3)--1.9%
              $  484,157   FNMA Pool #426431, 6.50%,
                              6/1/13                              $   491,726
                                                                 -------------
   (Cost $486,578)

TEMPORARY CASH INVESTMENTS--21.0%
   Repurchase Agreement, BA Security Services,
    Inc., (U.S. Treasury obligations), in a joint
    trading account at 4.73%, dated 12/31/98,
    due 1/4/99 (Delivery value $1,300,683)                          1,300,000
   Repurchase Agreement, Merrill Lynch & Co.,
    Inc., (U.S. Treasury obligations), in a joint
    trading account at 4.75%, dated 12/31/98,
    due 1/4/99 (Delivery value $1,300,686)                          1,300,000
   Repurchase Agreement, Morgan Stanley Group,
    Inc., (U.S. Treasury obligations), in a joint
    trading account at 4.62%, dated 12/31/98,
    due 1/4/99 (Delivery value $1,300,667)                          1,300,000
   Repurchase Agreement, State Street Boston
    Corp., (U.S. Treasury obligations), in a joint
    trading account at 4.80%, dated 12/31/98,
    due 1/4/99 (Delivery value $1,300,693)                          1,300,000
   Units of Participation in Chase Vista U.S.
    Government Money Market Fund
    (Institutional Shares)                                            300,000
                                                                 -------------
TOTAL TEMPORARY CASH INVESTMENTS                                    5,500,000
                                                                 -------------
   (Cost $5,500,000)

TOTAL INVESTMENT SECURITIES--100.0%                               $26,165,755
                                                                 =============
   (Cost $21,983,326)

NOTES TO SCHEDULE OF INVESTMENTS

FHLB = Federal Home Loan Bank

FNMA = Federal National Mortgage Association

(1)  Non-income producing.

(2)  The  rates  for U.S.  Government  Agency  discount  notes  are the yield to
     maturity at purchase.

(3)  Final maturity indicated.  Expected remaining maturity used for purposes of
     calculating the weighted average portfolio maturity.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  shows  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:

* a list of each investment

* the number of shares of each stock or the principal amount of each bond

* the market value of each investment

* the percentage of investments in each industry, as applicable

* the percent and dollar breakdown of each investment category

                                              See Notes to Financial Statements


10      1-800-345-3533


Statement of Assets and Liabilities
- --------------------------------------------------------------------------------

DECEMBER 31, 1998

ASSETS
Investment securities, at value
  (identified cost of $21,983,326)
  (Note 3) ................................................         $ 26,165,755
Cash ......................................................               40,787
Dividends and interest receivable .........................              149,203
                                                                    ------------
                                                                      26,355,745

LIABILITIES
Payable for capital shares redeemed .......................               25,373
Accrued management fees (Note 2) ..........................               21,902
                                                                    ------------
                                                                          47,275
                                                                    ------------
Net Assets ................................................         $ 26,308,470
                                                                    ============

CAPITAL SHARES, $0.01 PAR VALUE
Authorized ................................................          200,000,000
                                                                    ============
Outstanding ...............................................            3,792,029
                                                                    ============
Net Asset Value Per Share .................................         $       6.94
                                                                    ============

NET ASSETS CONSIST OF:
Capital (par value and paid-in surplus) ...................         $ 19,829,590
Undistributed net investment income .......................              691,174
Accumulated undistributed net
  realized gain from investments ..........................            1,605,277
Net unrealized appreciation
  on investments (Note 3) .................................            4,182,429
                                                                    ------------

                                                                    $ 26,308,470
                                                                    ============

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF ASSETS AND  LIABILITIES--This  statement details
what the fund owns (assets),  what it owes (liabilities),  and its net assets as
of the last day of the period.  If you subtract  what the fund owes from what it
owns, you get the fund's net assets.  The net assets divided by the total number
of fund shares  outstanding  gives you the price of an individual  share, or the
net asset value per share.

NET ASSETS are also broken down by capital (money invested by shareholders); net
investment income not yet paid to shareholders or net investment losses, if any;
net gains earned on investments  but not yet paid to  shareholders or net losses
on investments (known as realized gains or losses); and finally, gains or losses
on  securities  still owned by the fund  (known as  unrealized  appreciation  or
depreciation).  This  breakdown  tells  you the  value  of net  assets  that are
performance-related,  such as investment  gains or losses,  and the value of net
assets that are not related to performance,  such as shareholder investments and
redemptions.

See Notes to Financial Statements


                                                 www.americancentury.com      11


Statement of Operations
- --------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 1998

INVESTMENT INCOME
Income:
Interest ..................................................           $  878,688
Dividends .................................................               69,101
                                                                      ----------
                                                                         947,789
                                                                      ----------
Expenses (Note 2):
Management fees ...........................................              253,470
Directors' fees and expenses ..............................                  227
                                                                      ----------
                                                                         253,697
                                                                      ----------
Net investment income .....................................              694,092
                                                                      ----------

REALIZED AND UNREALIZED
GAIN ON INVESTMENTS (NOTE 3)
Net realized gain on investments ..........................            1,680,064
Change in net unrealized
  appreciation on investments .............................            1,644,573
                                                                      ----------
Net realized and unrealized
  gain on investments .....................................            3,324,637
                                                                      ----------
Net Increase in Net Assets
  Resulting from Operations ...............................           $4,018,729
                                                                      ==========

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF  OPERATIONS--This  statement breaks down how the
fund's  net  assets  changed  during  the  period  as a  result  of  the  fund's
operations.  It tells you how much money the fund made or lost after taking into
account income,  fees and expenses,  and investment gains or losses. It does not
include shareholder transactions and distributions.

Fund OPERATIONS include:

* income earned from investments (dividends and interest)

* management fees and other expenses

* gains or losses from selling investments (known as realized gains or losses)

* gains or losses on current fund holdings (known as unrealized appreciation or
  depreciation)

                                              See Notes to Financial Statements


12      1-800-345-3533


Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1997

Increase in Net Assets                                 1998             1997

OPERATIONS
Net investment income ......................     $    694,092      $    721,293
Net realized gain on investments ...........        1,680,064         2,010,080
Change in net unrealized
  appreciation on investments ..............        1,644,573           346,996
                                                 ------------      ------------
Net increase in net assets
  resulting from operations ................        4,018,729         3,078,369
                                                 ------------      ------------

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income .................         (550,641)         (389,326)
From net realized gains from
  investment transactions ..................       (2,071,936)       (1,349,891)
                                                 ------------      ------------
Decrease in net assets
  from distributions .......................       (2,622,577)       (1,739,217)
                                                 ------------      ------------

CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ..................        1,310,979           918,761
Proceeds from reinvestment
  of distributions .........................        2,622,577         1,739,217
Payments for shares redeemed ...............       (4,265,031)       (3,983,245)
                                                 ------------      ------------
Net decrease in net assets
  from capital share transactions ..........         (331,475)       (1,325,267)
                                                 ------------      ------------
Net increase in net assets .................        1,064,677            13,885

NET ASSETS
Beginning of year ..........................       25,243,793        25,229,908
                                                 ------------      ------------
End of year ................................     $ 26,308,470      $ 25,243,793
                                                 ============      ============
Undistributed net
   investment income .......................     $    691,174      $    540,483
                                                 ============      ============

TRANSACTIONS IN SHARES OF THE FUND
Sold .......................................          203,590           144,345
Issued in reinvestment
  of distributions .........................          423,680           295,333
Redeemed ...................................         (657,844)         (628,781)
                                                 ------------      ------------
Net decrease ...............................          (30,574)         (189,103)
                                                 ============      ============

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF CHANGES IN NET ASSETS--These statements show how
the fund's net assets  changed over the past two reporting  periods.  It details
how much a fund grew or shrank as a result of:

* operations--a summary of the Statement of Operations from the previous page
  for the most recent period

* distributions--income and gains distributed to shareholders

* capital share transactions--shareholders' purchases, reinvestments, and
  redemptions

Net  assets  at the  beginning  of  the  period  plus  the  sum  of  operations,
distributions  to  shareholders  and capital  share  transactions  result in net
assets at the end of the period.

See Notes to Financial Statements


                                                 www.americancentury.com      13


Notes to Financial Statements
- --------------------------------------------------------------------------------

DECEMBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION  --  American   Century   Variable   Portfolios,   Inc.,  (the
Corporation)  is  registered  under  the  Investment  Company  Act of 1940 as an
open-end  diversified   management  investment  company.   American  Century  VP
Advantage,  (the  Fund)  is  one  of the  six  series  of  funds  issued  by the
Corporation.  The Fund's  investment  objective  is current  income and  capital
growth.  The  Fund  seeks to  achieve  its  investment  objective  by  investing
approximately 20% of the Fund's assets in cash or cash equivalents, 40% in fixed
income securities and 40% in equity securities that are considered by management
to  have   better-than-average   prospects  for   appreciation.   The  following
significant  accounting  policies  are in  accordance  with  generally  accepted
accounting principles.

     SECURITY VALUATIONS -- Portfolio securities traded primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or regulation.  Debt securities not
traded on a  principal  securities  exchange  are  valued  through a  commercial
pricing  service or at the mean of the most  recent bid and asked  prices.  When
valuations  are not readily  available,  securities  are valued at fair value as
determined in accordance with procedures adopted by the Board of Directors.

     SECURITY  TRANSACTIONS -- Security transactions are accounted for as of the
trade date. Net realized gains and losses are determined on the identified  cost
basis, which is also used for federal income tax purposes.

     INVESTMENT  INCOME -- Dividend  income less foreign taxes withheld (if any)
is  recorded  as of the  ex-dividend  date.  Interest  income is recorded on the
accrual basis and includes accretion of discounts and amortization of premiums.

     REPURCHASE AGREEMENTS -- The Fund may enter into repurchase agreements with
institutions that the Fund's  investment  manager,  American Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost. The Fund requires that the collateral, represented by securities, received
in a  repurchase  transaction  be  transferred  to  the  custodian  in a  manner
sufficient  to enable  the Fund to  obtain  those  securities  in the event of a
default under the repurchase  agreement.  ACIM monitors,  on a daily basis,  the
securities  transferred to ensure the value,  including accrued interest, of the
securities  under each repurchase  agreement is equal to or greater than amounts
owed to the Fund under each repurchase agreement.

     JOINT  TRADING  ACCOUNT -- Pursuant  to an  Exemptive  Order  issued by the
Securities  and  Exchange  Commission,  the Fund,  along with  other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase agreements that are collateralized by U.S.
Treasury or Agency obligations.

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

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

     The  character of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These differences  reflect the differing character
of certain income items and net capital gains and losses for financial statement
and tax  purposes  and may  result in  reclassification  among  certain  capital
accounts.

     ADDITIONAL   INFORMATION   --  Funds   Distributor,   Inc.   (FDI)  is  the
Corporation's  distributor.  Certain  officers  of FDI are also  officers of the
Corporation.


14      1-800-345-3533


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)

DECEMBER 31, 1998

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

     The  Corporation  has entered into a Management  Agreement with ACIM,  that
provides the Fund with investment  advisory and management  services in exchange
for a single, unified fee. The Agreement provides that all expenses of the Fund,
except brokerage commissions,  taxes, interest,  expenses of those directors who
are not considered "interested persons" as defined in the Investment Company Act
of 1940 (including  counsel fees) and  extraordinary  expenses,  will be paid by
ACIM.  The fee is computed  daily and paid monthly  based on the Fund's  average
daily closing net assets during the previous  month.  The annual  management fee
for the Fund is 1.00%.

     Certain  officers and directors of the Corporation are also officers and/or
directors,  and,  as a  group,  controlling  stockholders  of  American  Century
Companies,  Inc., the parent of the Corporation's  investment manager, ACIM, and
the Corporation's transfer agent, American Century Services Corporation.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

     Purchases  of  investment  securities,  excluding  short-term  investments,
totaled $16,431,008, including purchases of U.S. Treasury and Agency obligations
totaling  $4,231,577.  Sales  of  investment  securities,  excluding  short-term
investments,  totaled  $19,201,237  including sales of U.S.  Treasury and Agency
obligations totaling $4,496,880.

     As of December  31,  1998,  accumulated  net  unrealized  appreciation  was
$4,156,795,  based on the aggregate cost of  investments  for federal income tax
purposes  of  $22,008,960,   which  consisted  of  unrealized   appreciation  of
$4,162,884 and unrealized depreciation of $6,089.

- --------------------------------------------------------------------------------
4. BANK LOANS

     Effective  December 18,  1998,  the Fund,  along with  certain  other funds
managed by ACIM,  entered  into an  unsecured  $570,000,000  bank line of credit
agreement with Chase Manhattan.  Borrowings under the agreement bear interest at
the Federal  Funds rate plus 0.40%.  The Fund may borrow money for  temporary or
emergency purposes to fund shareholder redemptions. The Fund did not borrow from
the line during the period ended December 31, 1998.


                                                 www.americancentury.com      15


VP Advantage--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                 FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED DECEMBER 31

                                          1998            1997           1996           1995             1994
PER-SHARE DATA

<S>                                   <C>             <C>             <C>             <C>             <C>       
Net Asset Value, Beginning of Year ...$     6.60      $     6.29      $     6.19      $     5.48      $     5.57
                                      ----------      ----------      ----------      ----------      ----------
Income From Investment Operations
  Net Investment Income ..............      0.19            0.19            0.20            0.20            0.15
  Net Realized and Unrealized
  Gain (Loss) on Investment
  Transactions .......................      0.86            0.56            0.34            0.71           (0.09)
                                      ----------      ----------      ----------      ----------      ----------
  Total From Investment Operations ...      1.05            0.75            0.54            0.91            0.06
                                      ----------      ----------      ----------      ----------      ----------
Distributions
  From Net Investment Income .........     (0.15)          (0.10)          (0.15)          (0.20)          (0.15)
  From Net Realized Gains on
  Investment Transactions ............     (0.56)          (0.34)          (0.29)           --              --
                                      ----------      ----------      ----------      ----------      ----------
  Total Distributions ................     (0.71)          (0.44)          (0.44)          (0.20)          (0.15)
                                      ----------      ----------      ----------      ----------      ----------
Net Asset Value, End of Year .........$     6.94      $     6.60      $     6.29      $     6.19      $     5.48
                                      ==========      ==========      ==========      ==========      ==========
  Total Return(1) ....................     17.19%          12.83%           9.25%          16.75%           1.03%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
  to Average Net Assets ..............      1.00%           0.99%           0.98%           0.95%           1.00%
Ratio of Net Investment Income
  to Average Net Assets ..............      2.74%           2.85%           3.10%           3.32%           2.65%
Portfolio Turnover Rate ..............        82%             69%             80%             99%             57%
Net Assets, End of Year
  (in thousands) .....................$   26,308      $   25,244      $   25,230      $   24,037      $   22,413
</TABLE>

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

- --------------------------------------------------------------------------------
UNDERSTANDING THE FINANCIAL  HIGHLIGHTS--This  statement itemizes current period
activity and  statistics and provides  comparison  data for the last five fiscal
years.

On a per-share basis, it includes:

* share price at the beginning of the period

* investment income and capital gains or losses

* income and capital gains distributions paid to shareholders

* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions

* expense ratio--operating expenses as a percentage of average net assets

* net income ratio--net investment income as a percentage of average net assets

* portfolio turnover--the percentage of the portfolio that was replaced during
  the period

                                              See Notes to Financial Statements


16      1-800-345-3533


Independent Auditors' Report
- --------------------------------------------------------------------------------

The Board of Directors and Shareholders,
American Century Variable Portfolios, Inc:

   We have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the schedule of  investments,  of American  Century VP Advantage  (the
"Fund"), one of the funds comprising American Century Variable Portfolios, Inc.,
as of December 31, 1998,  and the related  statement of operations  for the year
then ended, the statements of changes in net assets for each of the two years in
the period then ended,  and the financial  highlights for each of the five years
in  the  period  then  ended.  These  financial  statements  and  the  financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to  express  an  opinion  on these  financial  statements  and the  financial
highlights based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of securities owned at December
31,  1998 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

   In our opinion,  such financial  statements and financial  highlights present
fairly, in all material respects,  the financial position of American Century VP
Advantage as of December 31, 1998,  the results of its  operations  for the year
then  ended,  the  changes  in its net  assets  for each of the two years in the
period then ended,  and the financial  highlights  for each of the five years in
the  period  then  ended  in  conformity  with  generally  accepted   accounting
principles.

Deloitte & Touche LLP
Kansas City, Missouri
February 5, 1999


                                                 www.americancentury.com      17


Proxy Voting Results
- --------------------------------------------------------------------------------

     An annual meeting of shareholders was held on November 16, 1998, to vote on
the following proposals.  All of the proposals received the required majority of
votes  and were  adopted.  A summary  of voting  results  is listed  below  each
proposal.

PROPOSAL 1:

     To  elect a Board of  Directors  of nine  members  to hold  office  for the
ensuing year or until their successors are elected and qualified.

     James E. Stowers, Jr.
     For:                              3,840,366
     Withheld:                               948

     James E. Stowers III
     For:                              3,841,305
     Withheld:                                 9

     Thomas A. Brown
     For:                              3,841,305
     Withheld:                                 9

     Robert W. Doering, M.D.
     For:                              3,841,305
     Withheld:                                 9

     Andrea C. Hall, Ph.D.
     For:                              3,841,305
     Withheld:                                 9

     D.D. (Del) Hock
     For:                              3,841,305
     Withheld:                                 9

     Donald H. Pratt
     For:                              3,841,305
     Withheld:                                 9

     Lloyd T. Silver, Jr.
     For:                              3,840,366
     Withheld:                               948

     M. Jeannine Strandjord
     For:                              3,841,305
     Withheld:                                 9

PROPOSAL 2:

     To approve a Management Agreement with American Century Investment
Management, Inc.

     For:                              3,637,645
     Against:                             47,639
     Abstain:                            156,030

PROPOSAL 3:

     To approve the selection by the Board of Directors of Deloitte & Touche LLP
as independent auditors for the Corporation.

     For:                              3,682,379
     Against:                             30,485
     Abstain:                            128,450

PROPOSAL 4:

     To vote on the  adoption of  standardized  investment  limitations  for the
following items:

*    Eliminate the fundamental investment limitation concerning diversification
     of investments.

     For:                              3,544,386
     Against:                            119,015
     Abstain:                            177,913

*    Amend the fundamental investment limitation concerning the issuance of
     senior securities.

     For:                              3,544,611
     Against:                            118,513
     Abstain:                            178,190

*    Amend the fundamental investment limitation concerning borrowing.

     For:                              3,542,095
     Against:                            121,029
     Abstain:                            178,190


18      1-800-345-3533


Proxy Voting Results
- --------------------------------------------------------------------------------
                                                                    (Continued)

*    Amend the fundamental investment limitation concerning lending.

     For:                              3,536,198
     Against:                            126,926
     Abstain:                            178,190

*    Amend  the  fundamental  investment  limitation  concerning  investing  for
     control and concentration of investments in a particular industry.

     For:                              3,544,611
     Against:                            118,513
     Abstain:                            178,190

*    Eliminate the fundamental investment limitation regarding investments in
     illiquid securities.

     For:                              3,544,611
     Against:                            118,513
     Abstain:                            178,190

*    Eliminate the fundamental limitation concerning investment in other
     investment companies.

     For:                              3,544,109
     Against:                            119,015
     Abstain:                            178,190

*    Amend the fundamental investment limitation concerning investments in real
     estate.

     For:                              3,544,611
     Against:                            118,513
     Abstain:                            178,190

*    Amend the fundamental investment limitation concerning underwriting.

     For:                              3,544,109
     Against:                            119,015
     Abstain:                            178,190

*    Amend the fundamental investment limitation concerning commodities.

     For:                              3,544,109
     Against:                            119,015
     Abstain:                            178,190

*    Eliminate the fundamental limitation concerning investments in issuers with
     less than three years of continuous operations.

     For:                              3,544,611
     Against:                            118,513
     Abstain:                            178,190

*    Eliminate  the  fundamental   limitation  concerning  short  sales,  margin
     purchases, and options.

     For:                              3,544,109
     Against:                            119,015
     Abstain:                            178,190


                                                 www.americancentury.com      19


Background Information
- --------------------------------------------------------------------------------

INVESTMENT PHILOSOPHY AND POLICIES

     VP ADVANTAGE  seeks to provide  current  income and capital  growth.  Under
normal  market  conditions,  the fund keeps  about 40% of its assets in quality,
intermediate-term  U.S. bonds, 20% in U.S.  government  money market  securities
with a weighted average maturity of six months or less, and the remaining 40% in
the  stocks  of  firms  considered  by  management  to have  better-than-average
prospects for appreciation.

     We attempt to keep the fund's equity and bond portfolios  fully invested at
their  respective   percentages   regardless  of  short-term   market  activity.
Experience  has shown that market  gains can occur in  unpredictable  spurts and
that missing those opportunities may significantly limit the potential for gain

     For the equity  portfolio,  the  management  team  seeks to own  successful
companies, which we define as those with growing earnings and revenues.

     For the fixed-income portfolio, "quality first" is the rule. The management
team seeks only investment-grade bonds and money market  securities--those rated
in  the  top  four  quality  categories  by  nationally  recognized  statistical
organizations.

     Each  portfolio  is managed by a team  rather than one "star"  manager.  We
believe this allows us to make better, more consistent management decisions.

COMPARATIVE INDICES

     The  indices  listed  below  are used in the  report  for fund  performance
comparisons. They are not investment products available for purchase.

     The BLENDED INDEX is considered the benchmark for VP Advantage. It combines
three  widely  known  indices  in  proportion  to the  asset  mix  of the  fund.
Accordingly,  40%  of the  index  is  represented  by  the  Lehman  Intermediate
Government  Bond  Index,  another  40% is  represented  by the S&P 500,  and the
remaining 20% is represented by a 90-day Treasury bill index.

     The LEHMAN  INTERMEDIATE  GOVERNMENT  BOND INDEX is considered to represent
the performance of a high-quality  portfolio of intermediate-term  U.S. Treasury
and government agency bonds. The index is composed of over 800 U.S. Treasury and
government agency securities with an average maturity of three to five years.

     The  S&P  500  is a  capitalization-weighted  index  of the  stocks  of 500
publicly-traded  large-capitalization  U.S.  companies that are considered to be
leading firms in leading  industries.  Created by Standard & Poor's Corporation,
the index is viewed as a broad measure of U.S. stock performance.

     The 90-DAY  TREASURY BILL INDEX is derived from secondary  market  interest
rates as published by the Federal Reserve Bank.

[left margin]

INVESTMENT TEAM LEADERS
  EQUITY PORTFOLIO MANAGERS
     JIM STOWERS III
     BRUCE WIMBERLY
     JOHN SYKORA, CFA
  FIXED-INCOME PORTFOLIO MANAGERS
     BUD HOOPS
     JEFF HOUSTON, CFA

CREDIT RATING GUIDELINES

       CREDIT  RATINGS  ARE ISSUED BY  INDEPENDENT  RESEARCH  COMPANIES  SUCH AS
STANDARD  & POOR'S  AND  MOODY'S.  RATINGS  ARE BASED ON AN  ISSUER'S  FINANCIAL
STRENGTH AND ABILITY TO PAY INTEREST AND PRINCIPAL IN A TIMELY MANNER.

       SECURITIES  RATED AAA,  AA, A, OR BBB ARE  CONSIDERED  "INVESTMENT-GRADE"
SECURITIES,  WHICH MEANS THEY ARE RELATIVELY SAFE FROM DEFAULT. SECURITIES RATED
BB OR BELOW ARE CONSIDERED TO HAVE MORE SPECULATIVE CHARACTERISTICS.

       IT'S IMPORTANT TO NOTE THAT CREDIT RATINGS ARE SUBJECTIVE, REFLECTING THE
OPINIONS OF THE RATING AGENCIES; THEY ARE NOT ABSOLUTE STANDARDS OF QUALITY.


20      1-800-345-3533


Glossary
- --------------------------------------------------------------------------------

RETURNS

* TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations in a fund's return;  they are not the same as  year-by-year  results.
For  fiscal   year-by-year  total  returns,   please  refer  to  the  "Financial
Highlights" on page 16.

FIXED-INCOME TERMS

* CREDIT QUALITY  reflects the financial  strength of a debt security issuer and
the likelihood of timely payment of interest and principal.

* DURATION  is a measure  of the  sensitivity  of a  fixed-income  portfolio  to
interest  rate  changes.  It is a  time-weighted  average  of the  interest  and
principal  payments  of the  securities  in a  portfolio.  As the  duration of a
portfolio  increases,  the impact of a change in interest  rates on the value of
the portfolio also increases.

* STANDARD & POOR'S (S&P) is an independent  rating company.  The credit ratings
issued by S&P reflect the perceived  financial strength (credit quality) of debt
issuers.  Debt securities rated "investment  grade" (deemed to be of high enough
credit quality to be appropriate  investments for banks and other  institutions)
by S&P are those rated BBB or higher (the highest rating is AAA).

* WEIGHTED AVERAGE MATURITY (WAM) is another measurement of the sensitivity of a
fixed-income  portfolio to interest rate changes. WAM indicates the average time
until the securities in the portfolio  mature,  weighted by dollar  amount.  The
longer the WAM, the more interest  rate  exposure and interest rate  sensitivity
the portfolio has.

EQUITY TERMS

*  BLUE-CHIP  STOCKS--generally   considered  to  be  the  stocks  of  the  most
established  companies in American  industry.  They are generally large,  fairly
stable  companies that have  demonstrated  consistent  earnings and usually have
long-term growth potential. Examples include General Electric and Coca-Cola.

* CYCLICAL  STOCKS--generally  considered  to be stocks whose price and earnings
fluctuations  tend to follow the ups and downs of the business  cycle.  Examples
include the stocks of automobile  manufacturers,  steel  producers,  and textile
operators.

* GROWTH  STOCKS--generally  considered to be the stocks of companies  that have
experienced  above-average  earnings  growth and appear  likely to continue such
growth.  These  stocks  often sell at high P/E ratios.  Examples can include the
stocks of high-tech, healthcare, and consumer staple companies.

* VALUE  STOCKS--generally  considered to be stocks that are  purchased  because
they are relatively inexpensive. These stocks are typically characterized by low
P/E ratios.

*  LARGE-CAPITALIZATION  ("LARGE-CAP")  STOCKS--generally  considered  to be the
stocks of companies with a market capitalization (the total value of a company's
outstanding  stock) of more than $5  billion.  These tend to be the stocks  that
make up the Dow Jones Industrial Average and the S&P 500.

*  MEDIUM-CAPITALIZATION  ("MID-CAP")  STOCKS--generally  considered  to be  the
stocks of companies with a market capitalization (the total value of a company's
outstanding  stock)  between $1  billion  and $5  billion.  These tend to be the
stocks that make up the S&P MidCap 400.

*  SMALL-CAPITALIZATION  ("SMALL-CAP")  STOCKS--generally  considered  to be the
stocks of companies with a market capitalization (the total value of a company's
outstanding  stock) of less than $1  billion.  These tend to be the stocks  that
make up the Russell 2000 and the S&P SmallCap 600.


                                                 www.americancentury.com      21


Notes
- --------------------------------------------------------------------------------


22      1-800-345-3533

Notes
- --------------------------------------------------------------------------------


                                                 www.americancentury.com      23


Notes
- --------------------------------------------------------------------------------


24      1-800-345-3533


[inside back cover]

AMERICAN CENTURY FUNDS
- -------------------------------------------------------------------------------

BENHAM GROUP(reg.sm)

TAXABLE BOND FUNDS
U.S. TREASURY & GOVERNMENT
   Short-Term Treasury
   Short-Term Government
   GNMA
   Intermediate-Term Treasury
   Long-Term Treasury
   Inflation-Adjusted Treasury
   Target Maturities Trust: 2000
   Target Maturities Trust: 2005
   Target Maturities Trust: 2010
   Target Maturities Trust: 2015
   Target Maturities Trust: 2020
   Target Maturities Trust: 2025
CORPORATE & DIVERSIFIED
   Limited-Term Bond
   Intermediate-Term Bond
   Bond
   Premium Bond
   High-Yield Bond
INTERNATIONAL
   International Bond

TAX-FREE & MUNICIPAL BOND FUNDS
MULTIPLE-STATE
   Limited-Term Tax-Free
   Intermediate-Term Tax-Free
   Long-Term Tax-Free
   High-Yield Municipal
SINGLE-STATE
   Arizona Intermediate-Term Municipal
   California High-Yield Municipal
   California Insured Tax-Free
   California Intermediate-Term Tax-Free
   California Limited-Term Tax-Free
   California Long-Term Tax-Free
   Florida Intermediate-Term Municipal

MONEY MARKET FUNDS
TAXABLE
   Capital Preservation
   Government Agency Money Market
   Premium Capital Reserve
   Premium Government Reserve
   Prime Money Market
TAX-FREE & MUNICIPAL
   California Municipal Money Market
   California Tax-Free Money Market
   Florida Municipal Money Market
   Tax-Free Money Market

AMERICAN CENTURY(reg.sm) GROUP
ASSET ALLOCATION
   Strategic Allocation: Conservative
   Strategic Allocation: Moderate
   Strategic Allocation: Aggressive
BALANCED
   Balanced
CONSERVATIVE EQUITY
   Income and Growth
   Equity Income
   Value
   Equity Growth
SPECIALTY
   Utilities
   Real Estate
   Global Natural Resources
   Global Gold
SMALL CAP
   Small Cap Quantitative
   Small Cap Value

TWENTIETH CENTURY GROUP
GROWTH
   Select
   Heritage
   Growth
   Ultra
AGGRESSIVE GROWTH
   Vista
   Giftrust
   New Opportunities
INTERNATIONAL GROWTH
   International Growth
   International Discovery
   Emerging Markets
GLOBAL
   Global Growth

Please call for a prospectus  or profile on any  American  Century  fund.  These
documents contain important information including charges and expenses,  and you
should read them carefully before you invest or send money.


[right margin]

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

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

INVESTOR SERVICES:
1-800-345-3533

AUTOMATED INFORMATION LINE:
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-345-1833 OR 816-444-3485

FAX: 816-340-4360

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.


INVESTMENT MANAGER
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
KANSAS CITY, MISSOURI


THIS REPORT AND THE STATEMENTS IT CONTAINS ARE SUBMITTED FOR THE GENERAL
INFORMATION  OF OUR SHAREHOLDERS. THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION
TO PROSPECTIVE INVESTORS UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE
PROSPECTUS.

FUNDS DISTRIBUTOR, INC.
(c) 1999 AMERICAN CENTURY SERVICES CORPORATION


[recycled logo]
Recycled


[back cover]


American Century Investments                                      BULK RATE
P.O. Box 419385                                               U.S. POSTAGE PAID
Kansas City, MO 64141-6385                                    AMERICAN CENTURY
www.americancentury.com                                           COMPANIES


9902                                                    Funds Distributor, Inc.
SH-BKT-15586                      (c)1999 American Century Services Corporation
<PAGE>

[front cover]                                                 DECEMBER 31, 1998

ANNUAL REPORT
- -------------------
AMERICAN CENTURY
VARIABLE PORTFOLIOS

                               [graphic of stairs]

VARIABLE INSURANCE FUNDS
- ------------------------
VP INCOME & GROWTH

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

VARIABLE PORTFOLIOS
VP INCOME & GROWTH
- -------------------------------------------------------------------------------


Our Message to You
- -------------------------------------------------------------------------------
/photo of James E. Stowers III and James E. Stowers, Jr./
James E. Stowers III, seated, with James E. Stowers, Jr.

     On the whole,  1998 was an eventful but favorable year for U.S. stocks.  It
was a year of extremes--dramatic economic and financial problems in many regions
of the  world led to  significant  stock  market  volatility  and a  substantial
decline in interest  rates.  Volatility was so rampant that the Federal  Reserve
(the U.S. central bank) cut interest rates three times to help stabilize markets
worldwide.

     Amid the wild market fluctuations,  many investors flocked to the perceived
stability of the stocks of large companies, such as those represented in the S&P
500.  Large-cap stocks have been the market leaders over the past several years.
From  1995-98,  the  S&P 500  averaged  a  return  of just  over  30% a  year--a
compounded return of 190%.

     It's not surprising,  then,  that the stock market's  influence on the U.S.
economy has grown. Ten years ago, the average  household had stock holdings that
were worth about 80% of its annual income; today, these stock holdings are worth
more than twice the  average  household's  annual  income  (according  to Lehman
Brothers).  This  increase  in wealth has had a  significant  effect on consumer
behavior. Knowing that they have healthy reserves in the stock market, consumers
are spending more of their  paychecks.  Because consumer  spending  accounts for
two-thirds of U.S. economic growth, this trend has provided a major boost to the
economy in recent years.

     But there is a  corresponding  downside  to this  "wealth  effect." A stock
market decline could cause consumers to curtail their spending and exacerbate an
economic  downturn.  That possibility,  combined with the increased stock market
volatility  over the past year,  illustrates  the  importance  of a  diversified
investment  portfolio.  Diversifying your assets among stocks,  bonds, and money
market  funds  can help  weatherproof  your  portfolio  against  changes  in the
economic or investment climate.

     Looking  ahead,  one of the challenges in the coming year is preparation of
the world's  computer  systems for the year 2000.  At  American  Century,  we're
devoting  substantial  resources to this endeavor.  Our technology team modified
the  computer  code in our  critical  systems  in 1998 and  will be  extensively
testing the systems in 1999,  including those involved with fund performance and
dividend payments.

     In addition,  our investment  management  team is busy  gathering  publicly
available information about the year-2000 readiness of the issuers of securities
owned by American Century funds.

     We appreciate your continued confidence in American Century.

Sincerely,

/s/James E. Stowers, Jr.                 /s/James E. Stowers III
James E. Stowers, Jr.                    James E. Stowers III
Chairman of the Board and Founder        Chief Executive Officer


[right margin]

               Table of Contents
   Report Highlights ......     2
   Market Perspective .....     3
VP INCOME & GROWTH
   Performance Information      5
   Management Q&A .........     6
   Portfolio at a Glance ..     6
   Top Ten Holdings .......     7
   Top Five Industries ....     8
   Schedule of Investments      9
FINANCIAL STATEMENTS
   Statement of Assets and
   Liabilities ............    14
   Statement of Operations     15
   Statements of Changes
   in Net Assets ..........    16
   Notes to Financial
   Statements .............    17
   Financial Highlights ...    19
   Independent Auditor's
   Report .................    20
   Proxy Voting Results ...    21
OTHER INFORMATION
   Background Information
      Investment Philosophy
      and Policies ........    22
      Comparative Indices .    22
      Investment Team
      Leaders .............    22
   Glossary ...............    23


                                                  www.americancentury.com      1


Report Highlights
- --------------------------------------------------------------------------------

MARKET PERSPECTIVE

*   A volatile  year in the U.S.  stock market  ended with  healthy  returns for
    large-company stocks and subdued performance for smaller-company stocks.

*   After reaching all-time highs in the first half of the year, the major stock
    indices  experienced a dramatic  plunge and  subsequent  rebound  during the
    second half of the year.

*   Small-company  stocks  lagged  the  shares  of larger  companies.  Investors
    favored the stocks of seasoned,  well-known companies that they could buy or
    sell at a moment's notice.

*   One exception to the large-stock trend was the speculative focus on Internet
    stocks.

*   Another  major market  trend was the  significant  outperformance  of growth
    stocks over value stocks.  Concerns about weaker  corporate  profits created
    heavy demand for big-name stocks with relatively stable earnings growth.

*   The best-performing industries in 1998 were telecommunications,  retail, and
    technology. In contrast, energy and financial services stocks struggled.

MANAGEMENT Q&A

*   VP Income & Growth posted a strong  return but trailed its benchmark  index,
    the S&P 500.

*   The reasons for the fund's underperformance relative to the S&P 500 were:

     *   a slightly greater focus on small-company stocks

     *   more emphasis on value stocks

     *   an overweighting in financial services stocks, which suffered in the
         third quarter

*   VP  Income & Growth  benefited  from  overweightings  in the  stocks  of big
    technology and telecommunications companies, as well as an underweighting in
    energy stocks.

*   Pharmaceutical  stocks were the largest  industry  represented in the fund's
    portfolio because of their attractive  dividend yields and relatively modest
    volatility.

*   We added a transaction  costs element to our computer  model that  considers
    the market  impact of  trading on each  stock's  expected  return.  This new
    element of the model enables us to better manage portfolio turnover.

*   Going  forward,  we  continue  to favor  telecommunications  and  technology
    stocks,  and we're  sticking with  financial  services  companies  that have
    strong prospects according to our model.

[left margin]

             VP INCOME & GROWTH
TOTAL RETURNS:               AS OF 12/31/98
    6 Months                         8.00%*
    1 Year                           26.87%
NET ASSETS:                  $109.6 million
INCEPTION DATE:                    10/30/97

* Not annualized.

See Total Returns on page 5.
Investment terms are defined in the Glossary on page 23.


2      1-800-345-3533


Market Perspective from Mark Mallon
- --------------------------------------------------------------------------------
/photo of Mark Mallon/
Mark Mallon, senior vice president and managing director of American Century
Investments

MIXED EQUITY PERFORMANCE

     In a year dominated by narrow market  leadership  and dramatic  volatility,
U.S. stock performance was widely divergent but generally  positive in 1998. The
S&P 500,  representing the stocks of the largest domestic  companies,  continued
its decade-long  trend of  above-average  returns,  producing a return of better
than  20%  for  an  unprecedented  fourth  consecutive  calendar  year.  Smaller
companies  didn't fare as well, with many  small-company  stocks posting flat or
negative returns for the year (see the table at right for major index returns).

MARKET TURNED VOLATILE

     Stocks took investors on a wild ride throughout 1998. After steamrolling to
all-time  highs in the first half of the year,  the stock market  entered one of
its most  volatile  periods since the end of World War II. A series of financial
crises in Asia,  Russia,  and Latin America wreaked havoc on market  psychology,
and wide day-to-day swings became common.

     Between mid-July and the end of August,  the S&P 500 fell almost 20%. After
struggling  through  six weeks of ups and downs,  the index  recovered  from its
earlier losses and posted additional gains in the fourth quarter.

     Smaller-company  stocks saw even greater  volatility.  The S&P SmallCap 600
peaked in  mid-April  and then  plunged 37% over the  following  six months.  In
mid-October,  the index shifted  direction again and retraced  two-thirds of its
decline by the end of the year.

     The market's  decline and  subsequent  rebound  provided a tangible  lesson
about  long-term  investing and staying the course.  Those who panicked and sold
their stock  holdings in August or September  missed the  opportunity  to recoup
their losses, while patient investors were rewarded by year's end.

SIZE MATTERED

     On the face of it, the solid returns of many stock indices  suggest that it
was  another  great  year  for  equities.   However,   index   performance   was
deceptive--the robust returns of a handful of large,  blue-chip companies masked
price declines in the rest of the market.  The vast majority of the 9,000 stocks
traded in the U.S. began to decline  earlier--and  fell  further--than the major
market indices.

     For  example,  the Nasdaq  100,  an index of the stocks of the 100  largest
companies traded over the counter in the United States, rose a phenomenal 86% in
1998.  The 25 largest  stocks in the S&P 500  returned  66%; the  remaining  475
returned just 5%.

     Small-company  stocks  repeatedly  lagged the  shares of larger  companies,
peaking  earlier in the year and suffering more during the market decline in the
third quarter of 1998. Despite better values and faster earnings growth than

[right margin]

"STOCKS TOOK INVESTORS ON A WILD RIDE THROUGHOUT 1998."

STOCK MARKET RETURNS
FOR THE YEAR ENDED DECEMBER 31, 1998
  S&P 500              28.68%
  S&P MIDCAP 400       19.11%
  S&P SMALLCAP 600     -1.31%

Source: Lipper Inc.

These   indices   represent   the   performance   of   large-,    medium-,   and
small-capitalization stocks.

[line chart - data below]

STOCK MARKET PERFORMANCE (GROWTH OF $1.00)
FOR THE YEAR ENDED DECEMBER 31, 1998

                   S&P 500        S&P MidCap 400    S&P SmallCap 600
12/31/97            $1.00             $1.00             $1.00
1/31/98             $1.01             $0.98             $0.98
2/28/98             $1.08             $1.06             $1.07
3/31/98             $1.14             $1.11             $1.11
4/30/98             $1.15             $1.13             $1.12
5/31/98             $1.13             $1.08             $1.06
6/30/98             $1.18             $1.09             $1.06
7/31/98             $1.16             $1.04             $0.98
8/31/98             $1.00             $0.85             $0.79
9/30/98             $1.06             $0.93             $0.84
10/31/98            $1.15             $1.01             $0.88
11/30/98            $1.22             $1.06             $0.93
12/31/98            $1.29             $1.19             $0.99

Source: Lipper Inc.


                                                  www.americancentury.com      3


Market Perspective from Mark Mallon
- --------------------------------------------------------------------------------
                                                                    (Continued)

most  large-company  stocks,  small-company  stocks  were  ignored as  investors
favored the shares of large, seasoned,  well-known companies that they could buy
or sell at a moment's notice.

     One notable  exception to this general trend was the  speculative  focus on
Internet stocks. Huge demand for Internet-related businesses--many of which have
yet to turn a profit--pushed their stock prices to dizzying heights.

CHASING GROWTH

     Another  major market trend was the  significant  outperformance  of growth
stocks over value stocks.  Growth stocks are those whose earnings are growing at
a faster rate than the  overall  market.  They tend to have high  price/earnings
(P/E) ratios because investors are willing to pay high prices for their earnings
growth.  In  contrast,  value  stocks  are  those  considered  to be  relatively
inexpensive, so they tend to have low P/E ratios.

     As the  chart  at left  illustrates,  S&P 500  growth  stocks  (those  with
above-average   P/E  ratios)   dominated   S&P  500  value  stocks  (those  with
below-average  P/E ratios) in 1998. This  relationship  also held true among the
stocks of midsized  companies and, to a lesser extent,  small companies (see the
table at left).

     The economic  crises in various  parts of the world caused  concerns  about
weaker  profits at U.S.  corporations.  As a result,  there was heavy demand for
big-name stocks with relatively stable earnings growth, while investors punished
stocks that failed to meet earnings expectations.

INDUSTRY WINNERS AND LOSERS

     U.S.  stock returns  varied widely by industry.  Telecommunications  stocks
were among the big  winners,  posting  huge  returns  for the year.  Substantial
merger  activity--especially  among  long-distance  carriers and  regional  Bell
operating  companies--helped  boost stock prices,  and more open  competition in
local and  long-distance  markets  enabled many firms to expand  their  domestic
services.

     Retail firms were very successful in 1998,  when strong  consumer  spending
led to increased  profits for many companies such as Wal-Mart and Home Depot. In
addition,  products  made in Asia cost less because of the currency  weakness in
the region.

     While some technology  companies were hurt by weak demand in Asia, a number
of large tech  stocks like  Microsoft  and Dell  Computer  more than made up for
Asian losses with strong demand in the U.S. and Europe.

     On the downside,  many financial  services stocks suffered sizable overseas
losses from the problems in Russia and Latin America. As a result,  these stocks
were  among the  primary  casualties  when the market  went into a  tailspin  in
August, though many recovered in the fourth quarter.

     Energy stocks and others that depend on natural  resources also  struggled.
Commodity  prices declined  dramatically in 1998,  weakening  profit margins for
many of these companies.

[left margin]

"INDEX PERFORMANCE WAS DECEPTIVE--THE ROBUST RETURNS OF A HANDFUL OF LARGE,
BLUE-CHIP COMPANIES MASKED PRICE DECLINES IN THE REST OF THE MARKET."

[line chart - data below]

GROWTH VS. VALUE (GROWTH OF $1.00)
FOR THE YEAR ENDED DECEMBER 31, 1998
                   S&P 500/          S&P 500/
                BARRA Growth       BARRA Value
12/31/97            $1.00             $1.00
1/31/98             $1.03             $0.99
2/28/98             $1.11             $1.06
3/31/98             $1.16             $1.12
4/30/98             $1.17             $1.13
5/31/98             $1.15             $1.11
6/30/98             $1.23             $1.12
7/31/98             $1.23             $1.10
8/31/98             $1.07             $0.92
9/30/98             $1.14             $0.98
10/31/98            $1.24             $1.05
11/30/98            $1.32             $1.11
12/31/98            $1.42             $1.15


  S&P 500/BARRA GROWTH               42.09%
  S&P 500/BARRA VALUE                14.67%
  S&P MIDCAP 400/BARRA GROWTH        34.86%
  S&P MIDCAP 400/BARRA VALUE          4.67%
  S&P SMALLCAP 600/BARRA GROWTH       2.29%
  S&P SMALLCAP 600/BARRA VALUE       -5.06%

Source: Bloomberg Financial Markets


4      1-800-345-3533


VP Income & Growth--Performance
- --------------------------------------------------------------------------------

TOTAL RETURNS AS OF DECEMBER 31, 1998

                                  VP INCOME &
                                    GROWTH          S&P 500
- -----------------------------------------------------------------------
6 MONTHS(1) ......................   8.00%            9.37%
1 YEAR ...........................  26.87%           28.68%
- -----------------------------------------------------------------------
AVERAGE ANNUAL RETURNS
LIFE OF FUND(2) ..................  30.68%           32.30%

(1) Returns for periods less than one year are not annualized.

(2) Inception date was 10/30/97.

See pages 22-23 for more information about returns and the comparative index.

[line chart - data below]

GROWTH OF $10,000 OVER LIFE OF FUND
Value on 12/31/98
S&P 500                $13,875
VP Income & Growth     $13,676

               VP Income & Growth       S&P 500
DATE                 VALUE               VALUE
10/30/97            $10,000             $10,000
11/30/97            $10,540             $10,572
12/31/97            $10,780             $10,754
1/31/98             $10,801             $10,872
2/28/98             $11,761             $11,656
3/31/98             $12,403             $12,253
4/30/98             $12,443             $12,378
5/31/98             $12,242             $12,165
6/30/98             $12,664             $12,659
7/31/98             $12,483             $12,525
8/31/98             $10,636             $10,715
9/30/98             $11,238             $11,402
10/31/98            $12,181             $12,327
11/30/98            $12,904             $13,074
12/31/98            $13,676             $13,875

$10,000 investment made 10/30/97

The graph at left shows the growth of a $10,000  investment over the life of the
fund. The S&P 500 is provided for comparison.  VP Income & Growth's total return
includes operating expenses (such as transaction costs and management fees) that
reduce returns,  while the return of the index does not. Past  performance  does
not  guarantee  future  results.  Investment  return  and  principal  value will
fluctuate, and redemption value may be more or less than original cost.


                                                  www.americancentury.com      5


VP Income & Growth--Q&A
- --------------------------------------------------------------------------------
/photo of John Schniedwind and Jeff Tyler/

     An interview with John  Schniedwind and Jeff Tyler,  portfolio  managers on
the VP Income & Growth fund investment team.

HOW DID VP INCOME & GROWTH PERFORM IN 1998?

     The fund posted a strong return but trailed its benchmark,  the S&P 500. VP
Income & Growth's  total  return in 1998 was  26.87%,  compared  with the 28.68%
return  of the S&P  500.  (See the  previous  page for  other  fund  performance
comparisons.)

WHY DID THE FUND UNDERPERFORM THE S&P 500?

     A couple of general portfolio traits were partly  responsible.  VP Income &
Growth held the stocks of companies that were, on average, smaller than those in
the  S&P  500.  This  was  a  negative  factor  because   larger-company  stocks
outperformed smaller stocks. In addition, the fund has more of a value component
than the index does,  and in 1998,  growth  stocks  beat value  stocks by a wide
margin.

     Another key reason for the fund's  underperformance was an overweighting in
financial  services  stocks,  which  suffered  substantial  losses  in the third
quarter.

WHY WERE YOU OVERWEIGHTED IN FINANCIAL STOCKS?

     Because their  earnings were growing at a much faster rate than the overall
market,  and  economic  conditions  were   ideal--healthy   growth  with  little
inflation.  In 1997 and the  first  half of  1998,  our  overweighting  paid off
because  banking  and  brokerage  stocks were among the best  performers  in the
domestic equity market.

     In the third quarter of 1998, however,  everything changed. The collapse of
Russia's  currency and financial  markets  resulted in losses at many investment
firms, and a general slowdown in economic growth worldwide led to concerns about
the U.S.  economy's  strength.  Losses at  several  high-profile  hedge  funds--
private,  often-speculative  funds  for  large  investors--added  to the  damage
because many financial companies did business with them.

     In the end, the entire financial sector suffered staggering price declines,
with many stocks falling 40% or more in the third quarter.

DID YOU CUT BACK ON YOUR FINANCIAL HOLDINGS?

     A little,  but we didn't give up on them. We felt that the financial stocks
in the  fund's  portfolio  were good,  quality  companies  that were  "guilty by
association"--investors  were punishing the whole sector without even looking at
the individual  companies.  We thought that the market overreacted  dramatically
and that many of these stocks took more of a beating than they  deserved,  so we
held onto them.

[left margin]

"THE FUND POSTED A STRONG RETURN BUT TRAILED ITS BENCHMARK, THE S&P 500."

PORTFOLIO AT A GLANCE
                             12/31/98           12/31/97
NUMBER OF COMPANIES             267               118
PRICE/EARNINGS RATIO
  (MEDIAN)                     20.6              17.9
PORTFOLIO TURNOVER              55%               10%

Investment terms are defined in the Glossary on page 23.


6      1-800-345-3533


VP Income & Growth--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

     We did  trim  our  position  slightly  late in the  year,  but we  remained
overweighted in financial  stocks,  especially banks like First Union (a top ten
holding)  and Chase  Manhattan.  Investor  confidence  in the  financial  sector
revived  in the  fourth  quarter,  and these  stocks  bounced  back with  strong
returns.

BY AND LARGE, 1998 WAS A PRETTY GOOD YEAR FOR VP INCOME & GROWTH. CAN YOU TALK
ABOUT SOME OF THE FUND'S SUCCESSFUL POSITIONS?

     One  beneficial  position  was  an  overweighting  in  the  stocks  of  big
technology companies.  Software makers like Microsoft, a core holding throughout
the year,  produced  great  returns.  In  addition,  we added to our position in
Intel, a huge semiconductor  company that we had underweighted in the first half
of the year, and it rebounded  solidly.  Very modest  holdings in Internet firms
such as America Online and Yahoo! also boosted fund performance.

     Another  overweighting  that enhanced  fund returns was  telecommunications
stocks.  Long-distance  and  local-service  phone  companies--such  as  top  ten
holdings  AT&T  and  BellSouth--produced  steady  earnings  and  benefited  from
services  expansion  and merger  activity.  The mania for  Internet  stocks also
lifted share prices because of the wireless and Internet franchises held by many
telecommunications companies.

     An  underweighted  position in energy stocks was another  positive  factor.
Falling  oil and  commodities  prices  hurt this  sector of the  market,  so the
underweighting helped limit the negative impact on fund performance.

PHARMACEUTICAL  STOCKS WERE VP INCOME & GROWTH'S BIGGEST INDUSTRY HOLDING BY THE
END OF 1998 (SEE THE TABLE ON PAGE 8). WHAT WAS THE ATTRACTION?

     We tend to maintain a healthy position in pharmaceutical  stocks because it
is the  biggest  industry  in the S&P 500.  The  larger  drug  stocks  also have
relatively high dividend yields, which are good for the fund's income component.

     But we were slightly overweighted in pharmaceuticals at year-end, including
large  companies  like  Schering-Plough  (a top ten  holding).  These stocks are
useful  as  "risk   reducers"--the   steady  revenues  and  earnings  growth  of
pharmaceutical  companies typically give their stocks less price volatility than
the overall market.

YOU RELY ON COMPUTER MODELS TO HELP YOU MANAGE THE PORTFOLIO. DID YOU MAKE ANY
CHANGES TO THE MODELS IN 1998?

     We made a few minor  adjustments to improve the effectiveness of our tools,
but the most significant  change was the addition of a transaction  costs model.
When  evaluating a stock,  our models now consider the effect of the transaction
itself on the stock's expected return.

     Although  brokerage  commissions are part of this model, the main factor is
market impact. How easy is it to buy or sell shares of the stock? How much of an
impact do we expect to have on its price if we make the trade?

     For  example,  buying or  selling a huge stock  like  Microsoft  has little
market  impact--millions of shares are traded every day, and we're not likely to
have much of an effect on its price if we trade it. But trading the stock of a

[right margin]

"LONG-DISTANCE AND LOCAL-SERVICE PHONE COMPANIES--SUCH AS TOP TEN
HOLDINGS AT&T AND BELLSOUTH--PRODUCED STEADY EARNINGS AND BENEFITED FROM
SERVICES EXPANSION AND MERGER ACTIVITY."

TOP TEN HOLDINGS
                              % OF FUND INVESTMENTS
                              AS OF            AS OF
                            12/31/98          6/30/98
MICROSOFT CORP.               3.8%             2.7%
FORD MOTOR CO.                2.7%             1.7%
AT&T CORP.                    2.6%             1.5%
INTEL CORP.                   2.4%             0.7%
GENERAL ELECTRIC CO.
     (U.S.)                   2.1%             0.9%
BELLSOUTH CORP.               1.8%             1.8%
FIRST UNION CORP.             1.8%             2.1%
UNITED TECHNOLOGIES
     CORP.                    1.7%             2.1%
WAL-MART STORES, INC.         1.6%             1.2%
SCHERING-PLOUGH
     CORP.                    1.6%             1.0%


                                                  www.americancentury.com      7


VP Income & Growth--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

smaller  company that doesn't see much activity could have a significant  impact
on its price, and that could affect the return the fund earns on it.

     In addition to enhancing our decision making,  the transaction  costs model
has played an important role in managing portfolio turnover.

LOOKING AHEAD, WHAT DO YOU SEE IN STORE FOR THE U.S. STOCK MARKET IN 1999?

     We have a modestly positive outlook.  Economic conditions remain reasonably
favorable  for stocks,  investor  demand for  equities is still  strong,  and we
expect earnings growth to bounce back a little after a flat 1998.

     However,  some caution is warranted.  Over the past four years, the S&P 500
has averaged a return of 30% a year--triple  the long-term  average.  We hate to
sound like a broken  record,  but  investors  just  can't  count on that type of
return for stocks going forward.

     One area of  opportunity  in the coming year may be  small-company  stocks,
which appear to be extremely  undervalued  compared with the rest of the market.
Large-company  stocks are still  riding a wave of  momentum,  but if the economy
remains healthy, we could see small-cap stocks outperform later in the year.

WITH THIS IN MIND,  WHAT ARE YOUR PLANS FOR VP INCOME & GROWTH OVER THE NEXT SIX
MONTHS?

     It's  business  as  usual--the   fund  will  remain  fully  invested  in  a
diversified  portfolio of U.S. stocks,  and we'll count on our models to help us
find attractive companies to own.

     We still favor  telecommunications  and technology  stocks, and they remain
among the biggest portfolio  holdings.  Although  financial  services stocks are
vulnerable to further trouble overseas,  we continue to overweight the stocks of
banking and brokerage companies that we feel have strong prospects.

     We are  underweighted  in large-cap  growth  stocks,  maintaining  our bias
toward value stocks and smaller-  company  stocks  compared with the S&P 500. We
believe this will enhance fund performance if the economy strengthens.

[left margin]

"OVER THE PAST FOUR YEARS, THE S&P 500 HAS AVERAGED A RETURN OF 30% A YEAR--
TRIPLE THE LONG-TERM AVERAGE. WE HATE TO SOUND LIKE A BROKEN RECORD, BUT
INVESTORS JUST CAN'T COUNT ON THAT TYPE OF RETURN FOR STOCKS GOING FORWARD."

TOP FIVE INDUSTRIES
                              % OF FUND INVESTMENTS
                             AS OF             AS OF
                           12/31/98           6/30/98
PHARMACEUTICALS              8.8%              6.5%
TELEPHONE
     COMMUNICATIONS          8.4%              7.0%
COMPUTER SOFTWARE
     & SERVICES              8.0%              7.0%
BANKING                      7.6%              9.8%
UTILITIES                    6.7%              5.0%


8      1-800-345-3533


VP Income & Growth--Schedule of Investments
- --------------------------------------------------------------------------------

DECEMBER 31, 1998

Shares                                                                Value
- --------------------------------------------------------------------------------
COMMON STOCKS--94.4%
AEROSPACE & DEFENSE--3.7%
                    5,200  AlliedSignal Inc.                     $    230,425
                    4,800  Boeing Co.                                 156,600
                    7,800  Cordant Technologies Inc.                  292,500
                    7,600  EG&G, Inc.                                 211,375
                    8,200  General Dynamics Corp.                     480,725
                   22,000  Goodrich (B.F.) Company (The)              789,250
                    1,800  Gulfstream Aerospace Corp.(1)               95,850
                   17,100  United Technologies Corp.                1,859,625
                                                                 -------------
                                                                    4,116,350
                                                                 -------------
AIRLINES--0.1%
                    1,100  AMR Corp.(1)                                65,312
                      800  Delta Air Lines Inc.                        41,600
                      400  US Airways Group Inc.(1)                    20,800
                                                                 -------------
                                                                      127,712
                                                                 -------------
AUTOMOBILES & AUTO PARTS--4.0%
                    1,300  Arvin Industries, Inc.                      54,194
                    8,307  DaimlerChrysler AG(1)                      797,991
                   14,700  Fleetwood Enterprises, Inc.                510,825
                   50,500  Ford Motor Co.                           2,963,719
                    3,300  Navistar International Corp.(1)             94,050
                                                                 -------------
                                                                    4,420,779
                                                                 -------------
BANKING--7.6%
                   26,954  Banc One Corp.                           1,376,339
                    5,600  Bank of Boston Corp.                       218,050
                   20,905  BankAmerica Corp.                        1,256,913
                   24,400  Chase Manhattan Corp.                    1,660,725
                   19,550  Citigroup Inc.                             967,725
                   32,000  First Union Corp.                        1,946,000
                    8,300  Fleet Financial Group, Inc.                370,906
                    4,400  PNC Bank Corp.                             238,150
                   10,900  Wells Fargo & Co.                          435,319
                                                                 -------------
                                                                    8,470,127
                                                                 -------------
BIOTECHNOLOGY--0.9%
                    8,900  Amgen Inc.(1)                              930,050
                      500  Human Genome Sciences, Inc.(1)              17,734
                                                                 -------------
                                                                      947,784
                                                                 -------------
BROADCASTING & MEDIA--0.1%
                    2,900  United Video Satellite Group
                              Inc. Cl A(1)                             68,150
                                                                 -------------
BUILDING & HOME IMPROVEMENTS--0.6%
                    8,000  Lafarge Corp.                              324,000
                    4,500  USG Corp.                                  229,219
                    2,700  York International Corporation             110,194
                                                                 -------------
                                                                      663,413
                                                                 -------------

Shares                                                                Value
- --------------------------------------------------------------------------------
BUSINESS SERVICES & SUPPLIES--1.0%
                    2,900  Cendant Corp.(1)                      $     55,281
                    7,500  Computer Horizons Corp.(1)                 199,219
                    4,300  Gartner Group, Inc. Cl A(1)                 91,375
                    3,800  Kelly Services, Inc. Cl A                  119,225
                   12,100  Ogden Corp.                                303,256
                    3,800  Omnicom Group Inc.                         220,400
                    3,700  True North Communications Inc.              99,438
                                                                 -------------
                                                                    1,088,194
                                                                 -------------
CHEMICALS & RESINS--1.2%
                    5,900  Dow Chemical Co.                           536,531
                   11,200  du Pont (E.I.) de Nemours & Co.            594,300
                      200  Ecolab Inc.                                  7,237
                      300  Grace (W.R.) & Co. (Del.)(1)                 4,706
                    3,700  Monsanto Co.                               175,750
                      300  Morton International, Inc.                   7,350
                      400  Nalco Chemical Co.                          12,400
                      300  Rohm and Haas Co.                            9,038
                      200  Union Carbide Corp.                          8,500
                                                                 -------------
                                                                    1,355,812
                                                                 -------------
COMMUNICATIONS EQUIPMENT--2.2%
                    3,800  Comverse Technology, Inc.(1)               269,681
                   12,800  Lucent Technologies Inc.                 1,408,000
                    8,000  Northern Telecom Ltd.                      401,000
                    1,200  QUALCOMM Inc.(1)                            62,100
                    4,000  Tellabs, Inc.(1)                           274,250
                                                                 -------------
                                                                    2,415,031
                                                                 -------------
COMPUTER PERIPHERALS--1.5%
                   13,500  Cisco Systems Inc.(1)                    1,253,391
                    4,800  EMC Corp. (Mass.)(1)                       408,000
                                                                 -------------
                                                                    1,661,391
                                                                 -------------
COMPUTER SOFTWARE & SERVICES--8.0%
                    4,600  America Online Inc.                        736,000
                    5,500  Autodesk, Inc.                             234,609
                    1,600  BMC Software, Inc.(1)                       71,350
                    2,900  Computer Associates
                              International, Inc.                     123,612
                    2,600  Compuware Corp.(1)                         203,044
                    4,800  Electronic Data Systems Corp.              241,200
                   15,600  HBO & Co.                                  448,012
                    1,600  Hyperion Solutions Corp.(1)                 28,900
                    6,100  Keane, Inc.(1)                             243,619
                   30,400  Microsoft Corp.(1)                       4,211,350
                    4,800  NCR Corp.(1)                               200,400
                    2,800  Network Associates Inc.(1)                 185,763
                   15,900  Oracle Systems Corp.(1)                    686,184
                    2,000  PeopleSoft, Inc.(1)                         37,813
                    2,600  PLATINUM Technology, Inc.(1)                49,969
                      900  Shared Medical Systems Corp.                44,888
                    3,500  Siebel Systems, Inc.(1)                    118,781

See Notes to Financial Statements


                                                  www.americancentury.com      9


VP Income & Growth--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
DECEMBER 31, 1998

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

                   11,800  Sterling Software, Inc.(1)            $    319,338
                    1,600  Synopsys, Inc.(1)                           86,700
                   12,400  Unisys Corp.(1)                            427,025
                      600  Yahoo! Inc.(1)                             142,144
                                                                 -------------
                                                                    8,840,701
                                                                 -------------
COMPUTER SYSTEMS--4.5%
                   19,700  Apple Computer, Inc.(1)                    807,084
                    5,783  Compaq Computer Corp.                      242,525
                   15,000  Dell Computer Corp.(1)                   1,098,281
                    2,800  Gateway 2000, Inc.(1)                      143,325
                   14,700  Hewlett-Packard Co.                      1,004,194
                    8,000  International Business Machines
                              Corp.                                 1,478,000
                    2,200  Sun Microsystems, Inc.(1)                  188,238
                                                                 -------------
                                                                    4,961,647
                                                                 -------------
CONSTRUCTION & PROPERTY
DEVELOPMENT--1.1%
                    4,200  Centex Corp.                               189,262
                   10,500  D.R. Horton, Inc.                          241,500
                    6,600  Fluor Corp.                                280,912
                    6,900  Harsco Corp.                               210,019
                    1,500  Owens Corning                               53,156
                    5,900  Pulte Corp.                                164,094
                    2,300  Southdown, Inc.                            136,131
                                                                 -------------
                                                                    1,275,074
                                                                 -------------
CONSUMER PRODUCTS--1.4%
                    3,400  National Service Industries                129,200
                   10,000  Procter & Gamble Co. (The)                 913,125
                      900  Russ Berrie and Co., Inc.                   21,150
                    9,200  Whirlpool Corp.                            509,450
                                                                 -------------
                                                                    1,572,925
                                                                 -------------
DIVERSIFIED COMPANIES--3.4%
                   23,100  General Electric Co. (U.S.)              2,357,644
                    3,500  Minnesota Mining &
                              Manufacturing Co.                       248,938
                    5,900  Tyco International Ltd.                    445,081
                    8,400  Unilever N.V. New York Shares              696,675
                    1,900  Viad Corp                                   57,713
                                                                 -------------
                                                                    3,806,051
                                                                 -------------
ELECTRICAL & ELECTRONIC
COMPONENTS--2.5%
                      300  DSP Group, Inc.(1)                           6,206
                   22,100  Intel Corp.                              2,619,541
                    1,400  Texas Instruments Inc.                     119,788
                      800  Thomas & Betts Corp.                        34,650
                      900  Vitesse Semiconductor Corp.(1)              41,006
                                                                 -------------
                                                                    2,821,191
                                                                 -------------

Shares                                                                Value
- --------------------------------------------------------------------------------
ENERGY (PRODUCTION & MARKETING)--2.4%
                      300  Ashland Inc.                          $     14,512
                    4,200  Enron Corp.                                239,662
                   12,800  Exxon Corp.                                936,000
                   23,700  Keyspan Energy Corp.                       734,700
                    2,600  Occidental Petroleum Corp.                  43,875
                   16,200  Sunoco, Inc.                               584,213
                    6,300  Ultramar Diamond Shamrock Corp.            152,775
                                                                 -------------
                                                                    2,705,737
                                                                 -------------
ENERGY (SERVICES)--1.3%
                    7,900  Diamond Offshore Drilling, Inc.            187,131
                    4,100  Ensco International Inc.                    43,819
                    5,500  Halliburton Co.                            162,937
                   11,100  Schlumberger Ltd.                          511,988
                    8,700  Tidewater Inc.                             201,731
                   11,400  Transocean Offshore                        305,663
                    6,900  Varco International, Inc.(1)                53,475
                                                                 -------------
                                                                    1,466,744
                                                                 -------------
FINANCIAL SERVICES--3.5%
                    4,500  Bear Stearns Companies Inc.                168,187
                    4,900  Countrywide Credit Industries, Inc.        245,919
                    3,400  Equitable Companies Inc.                   196,775
                   17,900  Fannie Mae                               1,324,600
                    6,700  Federal Home Loan Mortgage
                              Corporation                             431,731
                    5,800  Lehman Brothers Holdings, Inc.             255,563
                    4,300  Merrill Lynch & Co., Inc.                  287,025
                   13,400  Morgan Stanley Dean Witter,
                              Discover & Co.                          951,400
                                                                 -------------
                                                                    3,861,200
                                                                 -------------
FOOD & BEVERAGE--1.7%
                    1,300  Anheuser-Busch Companies, Inc.              85,312
                    1,900  Coca-Cola Company (The)                    127,062
                    7,600  General Mills, Inc.                        590,900
                    2,700  Hormel Foods Corp.                          88,425
                    6,600  Interstate Bakeries Corp.                  174,487
                    3,300  Lance, Inc.                                 65,794
                   11,600  Quaker Oats Co. (The)                      690,200
                    4,000  Sara Lee Corp.                             112,750
                                                                 -------------
                                                                    1,934,930
                                                                 -------------
FURNITURE & FURNISHINGS(2)
                    1,500  Miller (Herman), Inc.                       40,219
                                                                 -------------
HEALTHCARE--1.1%
                      500  Aetna Inc.                                  39,312
                    1,000  Bausch & Lomb Inc.                          60,000
                    2,800  Cardinal Health, Inc.                      212,450
                      300  Hooper Holmes, Inc.                          8,700
                    5,900  Humana Inc.(1)                             105,094
                    7,000  Integrated Health Services, Inc.(1)         98,875

                                              See Notes to Financial Statements


10      1-800-345-3533


VP Income & Growth--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
DECEMBER 31, 1998

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

                    8,300  Mallinckrodt Inc.Shares               $    255,744
                    4,400  PacifiCare Health Systems,
                              Inc. Cl B(1)                            349,663
                      300  RehabCare Group, Inc.(1)                     5,606
                    1,700  Trigon Healthcare, Inc.(1)                  63,431
                                                                 -------------
                                                                    1,198,875
                                                                 -------------
INDUSTRIAL EQUIPMENT &
MACHINERY--0.7%
                    6,900  Caterpillar Inc.                           317,400
                    9,300  Ingersoll-Rand Co.                         436,519
                                                                 -------------
                                                                      753,919
                                                                 -------------
INSURANCE--4.1%
                   27,500  Allstate Corp.                           1,062,187
                   16,400  Conseco Inc.                               501,225
                   14,300  Fidelity National Financial, Inc.          436,150
                   10,000  First American Financial Corp. (The)       321,250
                    4,500  Gallagher (Arthur J.) & Co.                198,562
                    4,700  LandAmerica Financial Group, Inc.          262,319
                   12,600  Lincoln National Corp.                   1,030,838
                    3,000  Loews Corp.                                294,750
                    7,350  Marsh & McLennan Companies, Inc.           429,516
                                                                 -------------
                                                                    4,536,797
                                                                 -------------
LEISURE--1.3%
                    1,600  Anchor Gaming(1)                            90,500
                      400  Department 56, Inc.(1)                      15,025
                   16,400  Eastman Kodak Co.                        1,180,800
                    1,700  International Game Technology               41,331
                    2,300  Viacom, Inc. Cl B(1)                       170,200
                                                                 -------------
                                                                    1,497,856
                                                                 -------------
MACHINERY & EQUIPMENT--1.4%
                    9,100  Deere & Co.                                301,437
                      700  Diebold, Inc.                               24,981
                    2,500  Kennametal Inc.                             53,125
                      500  NACCO Industries, Inc. Cl A                 46,000
                    2,200  Pentair, Inc.                               87,588
                   13,000  Premark International, Inc.                450,125
                   10,400  Sundstrand Corp.                           539,500
                                                                 -------------
                                                                    1,502,756
                                                                 -------------
MEDICAL EQUIPMENT & SUPPLIES--1.0%
                    5,300  Arterial Vascular
                              Engineering, Inc.(1)                    277,753
                   11,100  Hillenbrand Industries, Inc.               631,312
                    1,400  Teleflex Inc.                               63,875
                    1,400  Thermo Instrument Systems Inc.(1)           21,088
                    1,000  VISX, Inc.(1)                               87,531
                                                                 -------------
                                                                    1,081,559
                                                                 -------------

Shares                                                                Value
- --------------------------------------------------------------------------------
METALS & MINING--0.1%
                    1,000  Aluminum Co. of America               $     74,562
                      200  ASARCO Inc.                                  3,012
                                                                 -------------
                                                                       77,574
                                                                 -------------
OFFICE--0.2%
                    7,800  CarrAmerica Realty Corp.                   187,200
                                                                 -------------
PACKAGING & CONTAINERS(2)
                      100  Crown Cork & Seal Co., Inc.                  3,081
                                                                 -------------
PAPER & FOREST PRODUCTS--0.2%
                      600  Fort James Corporation                      24,000
                    3,500  Kimberly-Clark Corp.                       190,750
                      500  Weyerhaeuser Co.                            25,406
                                                                 -------------
                                                                      240,156
                                                                 -------------
PERSONAL SERVICES--0.2%
                    4,000  Block (H & R), Inc.                        180,000
                                                                 -------------
PHARMACEUTICALS--8.8%
                   10,800  Abbott Laboratories                        529,200
                    1,700  American Home Products Corp.                95,731
                    8,600  Bristol-Myers Squibb Co.                 1,150,787
                    9,200  Genentech, Inc.(1)                         733,125
                    2,100  Herbalife International, Inc.               29,662
                   13,900  Johnson & Johnson                        1,165,862
                   11,600  Lilly (Eli) & Co.                        1,030,950
                    2,800  McKesson Corp.                             221,375
                      600  Medicis Pharmaceutical
                              Corp. Cl A(1)                            35,775
                    7,400  Merck & Co., Inc.                        1,092,888
                    1,400  Nature's Sunshine Products, Inc.            21,175
                    9,300  Pfizer, Inc.                             1,166,569
                    3,100  Rexall Sundown, Inc.(1)                     43,206
                   31,200  Schering-Plough Corp.                    1,723,800
                    9,800  Warner-Lambert Co.                         736,838
                                                                 -------------
                                                                    9,776,943
                                                                 -------------
PRINTING & PUBLISHING--1.3%
                   31,600  Deluxe Corp.                             1,155,375
                    6,900  Hollinger International Inc.                96,169
                    3,100  Knight-Ridder, Inc.                        158,488
                                                                 -------------
                                                                    1,410,032
                                                                 -------------
RESTAURANTS--0.1%
                    5,280  CKE Restaurants, Inc.                      155,430
                                                                 -------------
RETAIL (APPAREL)--0.4%
                      500  Cato Corp. Cl A                              4,922
                    3,200  Dress Barn, Inc.(1)                         48,600
                    2,900  Jones Apparel Group, Inc.(1)                63,981
                    1,300  Limited, Inc. (The)                         37,863

See Notes to Financial Statements


                                                 www.americancentury.com      11


VP Income & Growth--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
DECEMBER 31, 1998

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

                    2,000  Liz Claiborne, Inc.                   $     63,125
                    3,100  Payless ShoeSource, Inc.(1)                146,863
                    2,800  Ross Stores, Inc.                          110,163
                                                                 -------------
                                                                      475,517
                                                                 -------------
RETAIL (FOOD & DRUG)--0.2%
                    4,600  Universal Corp.                            161,575
                                                                 -------------
RETAIL (GENERAL MERCHANDISE)--2.5%
                    3,000  Best Buy Co., Inc.(1)                      184,125
                    1,500  Dayton Hudson Corp.                         81,375
                     ,600  Fortune Brands, Inc.                       240,350
                      400  Enesco Group, Inc.                           9,300
                    9,000  Kmart Corp.(1)                             137,813
                    7,200  Penney (J.C.) Company, Inc.                337,500
                      800  Sears, Roebuck & Co.                        34,000
                   22,200  Wal-Mart Stores, Inc.                    1,807,913
                                                                 -------------
                                                                    2,832,376
                                                                 -------------
RETAIL (SPECIALTY)--0.8%
                   10,700  Home Depot, Inc.                           654,706
                      600  Lowe's Companies, Inc.                      30,713
                    5,400  Zale Corp.(1)                              174,150
                                                                 -------------
                                                                      859,569
                                                                 -------------
RUBBER & PLASTICS--0.1%
                    8,600  Tupperware Corp.                           141,363
                                                                 -------------
STEEL(2)
                      600  Bethlehem Steel Corporation(1)               5,025
                      500  Nucor Corp.                                 21,625
                      500  USX-U.S. Steel Group                        11,500
                                                                 -------------
                                                                       38,150
                                                                 -------------
TELEPHONE COMMUNICATIONS--8.4%
                    9,900  Ameritech Corp.                            627,412
                   37,900  AT&T Corp.                               2,851,975
                   12,400  Bell Atlantic Corp.                        657,200
                   41,200  BellSouth Corp.                          2,054,850
                   13,600  GTE Corp.                                  884,000
                    1,900  MCI WorldCom, Inc.(1)                      136,384
                   14,700  SBC Communications Inc.                    788,288
                   19,900  U S WEST Communications Group            1,286,038
                                                                 -------------
                                                                    9,286,147
                                                                 -------------
TEXTILES & APPAREL--0.8%
                    7,400  Dexter Corp. (The)                         232,637
                      500  Kellwood Co.                                12,500
                    4,000  Nautica Enterprises, Inc.(1)                59,625
                    4,600  Tommy Hilfiger Corp.(1)                    276,000
                    7,300  VF Corp.                                   342,188
                                                                 -------------
                                                                      922,950
                                                                 -------------

Shares                                                                Value
- --------------------------------------------------------------------------------
TOBACCO--1.2%
                   19,300  Philip Morris Companies Inc.          $  1,032,550
                    9,200  RJR Nabisco Holdings Corp.                 273,125
                                                                 -------------
                                                                    1,305,675
                                                                 -------------
TRANSPORTATION--0.1%
                    2,700  Hertz Corp. Cl A                           123,187
                    1,800  Laidlaw Inc.                                18,113
                                                                 -------------
                                                                      141,300
                                                                 -------------
UTILITIES--6.6%
                    3,700  Ameren Corp.                               157,944
                   10,100  Baltimore Gas & Electric Co.               311,837
                      900  BEC Energy                                  37,069
                   11,700  Central & South West Corp.                 321,019
                   12,413  Conectiv, Inc.                             304,118
                      925  Conectiv, Inc. Cl A                         36,537
                    9,700  Dominion Resources, Inc. (Va.)             453,475
                   13,000  Duke Energy Corp.                          832,812
                    1,100  Eastern Enterprises                         48,125
                   15,000  FIRSTENERGY CORP.                          488,437
                    3,200  FPL Group, Inc.                            197,200
                    6,300  Hawaiian Electric Industries, Inc.         253,575
                   14,500  Houston Industries Inc.                    465,812
                    6,400  KN Energy, Inc.                            232,800
                   11,500  LG&E Energy Corp.                          325,594
                   12,800  MCN Energy Group Inc.                      244,000
                    1,050  MDU Resources Group, Inc.                   27,628
                    8,900  Minnesota Power & Light Co.                391,600
                    1,400  Piedmont Natural Gas Co., Inc.              50,575
                    3,300  Public Service Co. of New Mexico            67,444
                   30,200  Sempra Energy                              766,325
                   22,000  Southern Co.                               639,375
                      700  Southwest Gas Corp.                         18,813
                    4,800  UGI Corp.                                  114,000
                   12,700  Utilicorp United Inc.                      465,931
                    2,700  Western Resources, Inc.                     89,775
                                                                 -------------
                                                                    7,341,820
                                                                 -------------
WIRELESS COMMUNICATIONS--0.1%
                    2,100  AirTouch Communications, Inc.(1)           151,462
                                                                 -------------
TOTAL COMMON STOCKS                                               104,881,244
                                                                 -------------
   (Cost $94,148,937)

PREFERRED STOCK--0.1%

UTILITIES
                    6,000  Avista Corp.                               116,250
                                                                 -------------
   (Cost $109,645)

                                              See Notes to Financial Statements


12      1-800-345-3533


VP Income & Growth--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
DECEMBER 31, 1998

Principal Amount                                                      Value
- --------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS--5.5%
   Repurchase Agreement, State Street Boston
    Corp., (U.S. Treasury obligations), in a joint
    trading account at 4.80%, dated 12/31/98,
    due 1/4/99 (Delivery value $5,302,827)                        $ 5,300,000
   Repurchase Agreement, Merrill Lynch & Co.,
    Inc., (U.S. Treasury obligations), in a joint
    trading account at 4.75%, dated 12/31/98,
    due 1/4/99 (Delivery value $800,422)                              800,000
                                                                 -------------
TOTAL TEMPORARY CASH INVESTMENTS                                    6,100,000
                                                                 -------------
   (Cost $6,100,000)

TOTAL INVESTMENT SECURITIES--100.0%                              $111,097,494
                                                                 =============
   (Cost $100,358,582)

FUTURES CONTRACTS
                                   Underlying
                      Expiration         Face Amount       Unrealized
   Purchased             Date             at Value            Gain
- ----------------------------------------------------------------------
  11 S&P 500             March
    Futures              1999            $3,425,125         $461,854
                                       ================================

NOTES TO SCHEDULE OF INVESTMENTS
(1)  Non-income producing.
(2)  Investment in industry is less than 0.05% of total investment securities.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  shows  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:

* a list of each investment

* number of shares of each stock

* the market value of each investment

* the percentage of investments in each industry

* the percent and dollar breakdown of each investment category

See Notes to Financial Statements


                                                 www.americancentury.com      13


Statement of Assets and Liabilities
- --------------------------------------------------------------------------------

DECEMBER 31, 1998

ASSETS
Investment securities, at value
  (identified cost of $100,358,582)
  (Note 3) ..............................................         $ 111,097,494
Cash ....................................................               768,660
Receivable for variation margin on
  futures contracts .....................................                 9,350
Dividends and interest receivable .......................               125,750
                                                                  -------------
                                                                    112,001,254
                                                                  -------------

LIABILITIES
Disbursements in excess of
  demand deposit cash ...................................                 6,697
Payable for investments purchased .......................             2,153,160
Payable for capital shares redeemed .....................               156,678
Accrued management fees (Note 2) ........................                58,683
Payable for directors' fees and expenses ................                   164
                                                                  -------------
                                                                      2,375,382
                                                                  -------------
Net Assets ..............................................         $ 109,625,872
                                                                  =============

CAPITAL SHARES, $0.01 PAR VALUE
Authorized ..............................................           200,000,000
                                                                  =============
Outstanding .............................................            16,158,457
                                                                  =============
Net Asset Value Per Share ...............................         $        6.78
                                                                  =============

NET ASSETS CONSIST OF:
Capital (par value and paid-in surplus) .................         $  99,800,597
Undistributed net investment income .....................                24,915
Accumulated undistributed
  net realized loss from investments ....................            (1,400,406)
Net unrealized appreciation
  on investments (Note 3) ...............................            11,200,766
                                                                  -------------
                                                                  $ 109,625,872
                                                                  =============

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF ASSETS AND  LIABILITIES--This  statement details
what the fund owns (assets),  what it owes (liabilities),  and its net assets as
of the last day of the period.  If you subtract  what the fund owes from what it
owns, you get the fund's net assets.  The net assets divided by the total number
of fund shares  outstanding  gives you the price of an individual  share, or the
net asset value per share.

NET ASSETS are also broken down by capital (money invested by shareholders); net
investment income not yet paid to shareholders or net investment losses, if any;
net gains earned on investments  but not yet paid to  shareholders or net losses
on investments (known as realized gains or losses); and finally, gains or losses
on  securities  still owned by the fund  (known as  unrealized  appreciation  or
depreciation).  This  breakdown  tells  you the  value  of net  assets  that are
performance-related,  such as investment  gains or losses,  and the value of net
assets that are not related to performance,  such as shareholder investments and
redemptions.

                                              See Notes to Financial Statements


14      1-800-345-3533


Statement of Operations
- --------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 1998

INVESTMENT INCOME
Income:
Dividends ..............................................           $    650,048
Interest ...............................................                143,244
                                                                   ------------
                                                                        793,292
                                                                   ------------
Expenses (Note 2):
Management fees ........................................                260,827
Directors' fees and expenses ...........................                    418
                                                                   ------------
                                                                        261,245
                                                                   ------------
Net investment income ..................................                532,047
                                                                   ------------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
(NOTE 3)
Net realized loss on investments .......................             (1,398,202)
Change in net unrealized
  appreciation on investments ..........................             11,135,350
                                                                   ------------
Net realized and unrealized
  gain on investments ..................................              9,737,148
                                                                   ------------
Net Increase in Net Assets
  Resulting from Operations ............................           $ 10,269,195
                                                                   ============

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF  OPERATIONS--This  statement breaks down how the
fund's  net  assets  changed  during  the  period  as a  result  of  the  fund's
operations.  It tells you how much money the fund made or lost after taking into
account income,  fees and expenses,  and investment gains or losses. It does not
include shareholder transactions and distributions.

Fund OPERATIONS include:

* income earned from investments (dividend and interest)

* management fees and other expenses

* gains or losses from selling investments (known as realized gains or losses)

* gains or losses on current fund holdings (known as unrealized appreciation or
  depreciation)

See Notes to Financial Statements


                                                 www.americancentury.com      15


Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, 1998 AND PERIOD ENDED DECEMBER 31, 1997

Increase in Net Assets
                                                      1998           1997(1)
OPERATIONS
Net investment income ......................    $     532,047     $       3,612
Net realized gain (loss)
  on investments ...........................       (1,398,202)            9,173
Change in net unrealized
  appreciation on investments ..............       11,135,350            65,416
                                                -------------     -------------
Net increase in net assets
  resulting from operations ................       10,269,195            78,201
                                                -------------     -------------

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income .................         (510,742)             --
From net realized gains from
  investment transactions ..................          (11,379)             --
                                                -------------     -------------
Decrease in net assets
  from distributions .......................         (522,121)             --
                                                -------------     -------------

CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ..................      128,959,725         1,670,018
Proceeds from reinvestment
  of distributions .........................          522,121              --
Payments for shares redeemed ...............      (30,833,174)         (518,093)
                                                -------------     -------------
Net increase in net assets from
  capital share transactions ...............       98,648,672         1,151,925
                                                -------------     -------------
Net increase in net assets .................      108,395,746         1,230,126


NET ASSETS
Beginning of period ........................        1,230,126              --
                                                -------------     -------------
End of period ..............................    $ 109,625,872     $   1,230,126
                                                =============     =============
Undistributed net investment income ........    $      24,915     $       3,612
                                                =============     =============

TRANSACTIONS IN SHARES OF THE FUND
Sold .......................................       20,962,716           325,834
Issued in reinvestment of distributions ....           80,307              --
Redeemed ...................................       (5,112,938)          (97,462)
                                                -------------     -------------
Net increase ...............................       15,930,085           228,372
                                                =============     =============

(1) October 30, 1997 (inception) through December 31, 1997.

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF CHANGES IN NET ASSETS--These statements show how
the fund's net assets  changed over the past two reporting  periods.  It details
how much a fund grew or shrank as a result of:

* operations--a summary of the Statement of Operations from the previous page
  for the most recent period

* distributions--income and gains distributed to shareholders

* capital share transactions--shareholders' purchases, reinvestments, and
  redemptions

Net  assets  at the  beginning  of  the  period  plus  the  sum  of  operations,
distributions  to  shareholders  and capital  share  transactions  result in net
assets at the end of the period.

                                              See Notes to Financial Statements


16      1-800-345-3533


Notes to Financial Statements
- --------------------------------------------------------------------------------

DECEMBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization   --  American   Century   Variable   Portfolios,   Inc.  (the
Corporation)  is  registered  under  the  Investment  Company  Act of 1940 as an
open-end diversified management investment company. American Century VP Income &
Growth,  (the Fund) is one of the six series of funds issued by the Corporation.
The Fund's investment  objective is dividend growth,  current income and capital
appreciation  through  investment in common  stocks.  The following  significant
accounting  policies  are  in  accordance  with  generally  accepted  accounting
principles.

     Security Valuations -- Portfolio securities traded primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or regulation.  Debt securities not
traded on a  principal  securities  exchange  are  valued  through a  commercial
pricing  service or at the mean of the most  recent bid and asked  prices.  When
valuations  are not readily  available,  securities  are valued at fair value as
determined in accordance with procedures adopted by the Board of Directors.

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

     Investment  Income -- Dividend  income less foreign taxes withheld (if any)
is  recorded  as of the  ex-dividend  date.  Interest  income is recorded on the
accrual basis and includes accretion of discounts and amortization of premiums.

     Futures  Contracts -- The Fund may enter into stock index futures contracts
in order to manage the Fund's exposure to changes in market  conditions.  One of
the risks of entering into futures  contracts may include the  possibility  that
the changes in value of the contract may not correlate with the changes in value
of the underlying securities. Upon entering into a futures contract, the Fund is
required to deposit  either cash or  securities  in an amount equal to a certain
percentage  of  the  contract  value  (initial  margin).   Subsequent   payments
(variation  margin)  are made or  received  daily,  in cash,  by the  Fund.  The
variation  margin is equal to the  daily  change  in the  contract  value and is
recorded as an unrealized  gain or loss. The Fund  recognizes a realized gain or
loss when the contract is closed or expires.  Net realized and unrealized  gains
or losses  occurring  during  the  holding  period of  futures  contracts  are a
component of realized gain (loss) on  investments  and  unrealized  appreciation
(depreciation) on investments, respectively.

     Repurchase Agreements -- The Fund may enter into repurchase agreements with
institutions that the Fund's  investment  manager,  American Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost. The Fund requires that the collateral, represented by securities, received
in a  repurchase  transaction  be  transferred  to  the  custodian  in a  manner
sufficient  to enable  the Fund to  obtain  those  securities  in the event of a
default under the repurchase  agreement.  ACIM monitors,  on a daily basis,  the
value of the  securities  transferred  to ensure  the value,  including  accrued
interest,  of the  securities  under each  repurchase  agreement  is equal to or
greater than amounts owed to the Fund under each repurchase agreement.

     Joint  Trading  Account -- Pursuant  to an  Exemptive  Order  issued by the
Securities  and  Exchange  Commission,  the Fund,  along with  other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase agreements that are collateralized by U.S.
Treasury or Agency obligations.

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

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

     At December 31, 1998, the Fund had  accumulated  net realized  capital loss
carryovers for federal income purposes of $642,189  (expiring in 2006) which may
be used to offset future taxable gains.


                                                 www.americancentury.com      17


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)

DECEMBER 31, 1998

     The  character of  distributions  made during the year from net  investment
income  or  net  realized   capital   gains  may  differ  from  their   ultimate
characterization for federal income tax purposes.  These differences reflect the
differing  character of certain income items and net realized  capital gains and
losses  for   financial   statement   and  tax   purposes   and  may  result  in
reclassification among certain capital accounts.

     Additional   Information   --  Funds   Distributor,   Inc.   (FDI)  is  the
Corporation's  distributor.  Certain  officers  of FDI are also  officers of the
Corporation.

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

     The  Corporation  has entered into a Management  Agreement with ACIM,  that
provides the Fund with investment  advisory and management  services in exchange
for a single, unified fee. The Agreement provides that all expenses of the Fund,
except brokerage commissions,  taxes, interest,  expenses of those directors who
are not considered "interested persons" as defined in the Investment Company Act
of 1940 (including  counsel fees) and  extraordinary  expenses,  will be paid by
ACIM.  The fee is computed  daily and paid monthly  based on the Fund's  average
daily closing net assets during the previous  month.  The annual  management fee
for the Fund is 0.70%.

     Certain  officers and directors of the Corporation are also officers and/or
directors,  and,  as a  group,  controlling  stockholders  of  American  Century
Companies,  Inc., the parent of the Corporation's  investment manager, ACIM, and
the Corporation's transfer agent, American Century Services Corporation.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

     Purchases  and  sales  of  investment   securities,   excluding  short-term
investments, totaled $114,615,178 and $20,344,001, respectively.

     As of December  31,  1998,  accumulated  net  unrealized  appreciation  was
$10,444,755,  based on the aggregate cost of investments  for federal income tax
purposes  of  $100,652,739,   which  consisted  of  unrealized  appreciation  of
$13,084,446 and unrealized depreciation of $2,639,691.

- --------------------------------------------------------------------------------
4. BANK LOANS

     Effective  December 18,  1998,  the Fund,  along with  certain  other funds
managed by ACIM,  entered  into an  unsecured  $570,000,000  bank line of credit
agreement with Chase Manhattan.  Borrowings under the agreement bear interest at
the Federal  Funds rate plus 0.40%.  The Fund may borrow money for  temporary or
emergency  purposes to fund shareholder  redemptions.  The Fund had not borrowed
from the line during the period ended December 31, 1998.


18      1-800-345-3533


VP Income & Growth--Financial Highlights
- --------------------------------------------------------------------------------

FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR ENDED DECEMBER 31 (EXCEPT AS NOTED)

                                                     1998          1997(1)
PER-SHARE DATA
Net Asset Value, Beginning of Period .....      $      5.39      $      5.00
                                                -----------      -----------
Income From Investment Operations
  Net Investment Income ..................             0.03             0.02
  Net Realized and Unrealized Gain
    on Investment Transactions ...........             1.41             0.37
                                                -----------      -----------
  Total From Investment Operations .......             1.44             0.39
                                                -----------      -----------
Distributions
  From Net Investment Income .............            (0.04)            --
  From Net Realized Gains on
    Investment Transactions ..............            (0.01)            --
                                                -----------      -----------
  Total Distributions ....................            (0.05)            --
                                                -----------      -----------
Net Asset Value, End of Period ...........      $      6.78      $      5.39
                                                ===========      ===========
  Total Return(2) ........................            26.87%            7.80%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
  to Average Net Assets ..................             0.70%            0.70%(3)
Ratio of Net Investment Income
  to Average Net Assets ..................             1.43%            1.94%(3)
Portfolio Turnover Rate ..................               55%              10%
Net Assets, End of Period
  (in thousands) .........................      $   109,626      $     1,230

(1) October 30, 1997 (inception) through December 31, 1997.

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

(3) Annualized.

- --------------------------------------------------------------------------------
UNDERSTANDING THE FINANCIAL  HIGHLIGHTS--This  statement itemizes current period
activity and  statistics and provides  comparison  data for the last five fiscal
years (or less, if the fund is not five years old).

On a per-share basis, it includes:

* share price at the beginning of the period

* investment income and capital gains or losses

* income and capital gains distributions paid to shareholders

* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions

* expense ratio--operating expenses as a percentage of average net assets

* net income ratio--net investment income as a percentage of average net assets

* portfolio turnover--the percentage of the portfolio that was replaced during
  the period

See Notes to Financial Statements


                                                 www.americancentury.com      19


Independent Auditors' Report
- --------------------------------------------------------------------------------

The Board of Directors and Shareholders,
American Century Variable Portfolios, Inc:

   We have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the schedule of  investments,  of American  Century VP Income & Growth
(the "Fund"),  one of the funds comprising American Century Variable Portfolios,
Inc., as of December 31, 1998,  and the related  statement of operations for the
year then ended, the statements of changes in net assets for the year then ended
and for the period October 30, 1997  (inception)  through December 31, 1997, and
the financial  highlights for the year then ended and for the period October 30,
1997 (inception)  through December 31, 1997. These financial  statements and the
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to express an opinion on these  financial  statements and the
financial highlights based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of securities owned at December
31,  1998 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

   In our opinion,  such financial  statements and financial  highlights present
fairly, in all material respects,  the financial position of American Century VP
Income & Growth as of December 31, 1998,  the results of its  operations for the
year then  ended,  the  changes in its net assets for each of the two periods in
the period then ended,  and the financial  highlights for the respective  stated
periods in conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Kansas City, Missouri
February 5, 1999


20      1-800-345-3533


Proxy Voting Results
- --------------------------------------------------------------------------------

     An annual meeting of shareholders was held on November 16, 1998, to vote on
the following proposals.  All of the proposals received the required majority of
votes and were adopted.

     A summary of voting results is listed below each proposal.

PROPOSAL 1:

     To  elect a Board of  Directors  of nine  members  to hold  office  for the
ensuing year or until their successors are elected and qualified.

     James E. Stowers, Jr.
     For:                              8,626,139
     Withheld:                                --

     James E. Stowers III
     For:                              8,625,989
     Withheld:                               150

     Thomas A. Brown
     For:                              8,626,139
     Withheld:                                --

     Robert W. Doering, M.D.
     For:                              8,626,139
     Withheld:                                --

     Andrea C. Hall, Ph.D.
     For:                              8,625,989
     Withheld:                               150

     D.D. (Del) Hock
     For:                              8,625,989
     Withheld:                               150

     Donald H. Pratt
     For:                              8,626,139
     Withheld:                                --

     Lloyd T. Silver, Jr.
     For:                              8,626,139
     Withheld:                                --

     M. Jeannine Strandjord
     For:                              8,626,139
     Withheld:                                --

PROPOSAL 2:

     To approve a Management Agreement with American Century Investment
Management, Inc.

     For:                              8,100,111
     Against:                             73,686
     Abstain:                            452,342

PROPOSAL 3:

     To approve the selection by the Board of Directors of Deloitte & Touche LLP
as independent auditors for the Corporation.

     For:                              8,243,910
     Against:                             50,359
     Abstain:                            331,870


                                                 www.americancentury.com      21


Background Information
- --------------------------------------------------------------------------------

INVESTMENT PHILOSOPHY AND POLICIES

     American  Century's  quantitative  equity funds are managed using  computer
models  as key tools in  making  investment  decisions.  A  stock-ranking  model
analyzes a sizable universe of stocks based on their expected return.  The model
looks at both growth and value measures such as cash flow,  earnings growth, and
price/book ratio. Once the stocks are ranked,  another model creates  portfolios
that balance  high-ranking  stocks with an overall risk level that is comparable
to each fund's benchmark index.

     VP  INCOME & GROWTH  seeks  current  income  and  capital  appreciation  by
investing in a diversified  portfolio of common stocks. Its goal is to achieve a
total return that exceeds the total return of the S&P 500. The fund's management
team also targets a dividend yield that is 30% higher than the yield of the S& P
500.

COMPARATIVE INDICES

     The  following  indices  are  used  in  the  report  for  fund  performance
comparisons. They are not investment products available for purchase.

     The S&P 500 is composed of 500 large-capitalization stocks traded on
domestic exchanges. It is considered a broad measure of U.S. stock performance.

     The S&P MidCap 400 is composed of 400  mid-capitalization  stocks traded on
domestic  exchanges.  It is  considered  a  broad  measure  of  mid-sized  stock
performance.

     The S&P SmallCap 600 is composed of 600 small-capitalization  stocks traded
on domestic  exchanges.  It is considered a broad measure of small-company stock
performance.

[left margin]

INVESTMENT TEAM LEADERS
  PORTFOLIO MANAGERS
     JOHN SCHNIEDWIND
     JEFF TYLER


22      1-800-345-3533


Glossary
- --------------------------------------------------------------------------------

RETURNS

* Total  Return  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

* Average Annual Returns  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For  fiscal  year-by-year  returns,  please  refer  to the  "Financial
Highlights" on page 19.

PORTFOLIO STATISTICS

* Number of Companies-- the number of different  companies held by the fund on a
given date.

* Price/Earnings (P/E) Ratio-- a stock value measurement  calculated by dividing
a company's stock price by its earnings per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Earnings  per share is  calculated by
dividing the after-tax earnings of a corporation by its outstanding shares.)

* Portfolio Turnover-- the percentage of the fund's investment portfolio that is
replaced during a given time period, usually a year. Actively managed portfolios
tend to have higher  turnover than passively  managed  portfolios  such as index
funds.

TYPES OF STOCKS

*  Blue-Chip  Stocks--  stocks of the most  established  companies  in  American
industry.   They  are  generally  large,   fairly  stable  companies  that  have
demonstrated consistent earnings and usually have long-term growth potential.
Examples include General Electric and Coca-Cola.

* Cyclical Stocks--  generally  considered to be stocks whose price and earnings
fluctuations  tend to follow the ups and downs of the business  cycle.  Examples
include the stocks of automobile  manufacturers,  steel  producers,  and textile
operators.

* Growth  Stocks--  stocks  of  companies  that have  experienced  above-average
earnings  growth and appear likely to continue  such growth.  These stocks often
sell at  high  P/E  ratios.  Examples  can  include  the  stocks  of  high-tech,
healthcare, and consumer staple companies.

* Large-Capitalization  ("Large-Cap") Stocks-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of more than $5  billion.  These tend to be the stocks  that
make up the Dow Jones Industrial Average and the S&P 500.

* Medium-Capitalization ("Mid-Cap") Stocks--generally considered to be stocks of
companies  with  a  market  capitalization  (the  total  value  of  a  company's
outstanding  stock) of between $1 billion and $5  billion.  These tend to be the
stocks that make up the S&P MidCap 400.

* Small-Capitalization  ("Small-Cap") Stocks-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of less than $1  billion.  These tend to be the stocks  that
make up the S&P SmallCap 600.

* Value Stocks--  generally  considered to be stocks that are purchased  because
they are relatively inexpensive. These stocks are typically characterized by low
P/E ratios.

EQUITY TERMS

* Dividend Yield--a  percentage return calculated by dividing a company's annual
cash dividend by the current market value of the company's stock.

*  Price/Book  Ratio--  a stock  value  measurement  calculated  by  dividing  a
company's stock price by its book value per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Book value per share is calculated by
subtracting a company's liabilities from its assets, then dividing that value by
the number of outstanding shares.)


                                                 www.americancentury.com      23


Notes
- --------------------------------------------------------------------------------


24      1-800-345-3533


[inside back cover]

AMERICAN CENTURY FUNDS
- -------------------------------------------------------------------------------

BENHAM GROUP(reg.sm)

TAXABLE BOND FUNDS
U.S. TREASURY & GOVERNMENT
   Short-Term Treasury
   Short-Term Government
   GNMA
   Intermediate-Term Treasury
   Long-Term Treasury
   Inflation-Adjusted Treasury
   Target Maturities Trust: 2000
   Target Maturities Trust: 2005
   Target Maturities Trust: 2010
   Target Maturities Trust: 2015
   Target Maturities Trust: 2020
   Target Maturities Trust: 2025
CORPORATE & DIVERSIFIED
   Limited-Term Bond
   Intermediate-Term Bond
   Bond
   Premium Bond
   High-Yield Bond
INTERNATIONAL
   International Bond

TAX-FREE & MUNICIPAL BOND FUNDS
MULTIPLE-STATE
   Limited-Term Tax-Free
   Intermediate-Term Tax-Free
   Long-Term Tax-Free
   High-Yield Municipal
SINGLE-STATE
   Arizona Intermediate-Term Municipal
   California High-Yield Municipal
   California Insured Tax-Free
   California Intermediate-Term Tax-Free
   California Limited-Term Tax-Free
   California Long-Term Tax-Free
   Florida Intermediate-Term Municipal

MONEY MARKET FUNDS
TAXABLE
   Capital Preservation
   Government Agency Money Market
   Premium Capital Reserve
   Premium Government Reserve
   Prime Money Market
TAX-FREE & MUNICIPAL
   California Municipal Money Market
   California Tax-Free Money Market
   Florida Municipal Money Market
   Tax-Free Money Market

AMERICAN CENTURY(reg.sm) GROUP
ASSET ALLOCATION
   Strategic Allocation: Conservative
   Strategic Allocation: Moderate
   Strategic Allocation: Aggressive
BALANCED
   Balanced
CONSERVATIVE EQUITY
   Income and Growth
   Equity Income
   Value
   Equity Growth
SPECIALTY
   Utilities
   Real Estate
   Global Natural Resources
   Global Gold
SMALL CAP
   Small Cap Quantitative
   Small Cap Value

TWENTIETH CENTURY GROUP
GROWTH
   Select
   Heritage
   Growth
   Ultra
AGGRESSIVE GROWTH
   Vista
   Giftrust
   New Opportunities
INTERNATIONAL GROWTH
   International Growth
   International Discovery
   Emerging Markets
GLOBAL
   Global Growth

Please call for a prospectus  or profile on any  American  Century  fund.  These
documents contain important information including charges and expenses,  and you
should read them carefully before you invest or send money.


[right margin]

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

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

INVESTOR SERVICES:
1-800-345-3533

AUTOMATED INFORMATION LINE:
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-345-1833 OR 816-444-3485

FAX: 816-340-4360

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.


INVESTMENT MANAGER
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
KANSAS CITY, MISSOURI


THIS REPORT AND THE STATEMENTS IT CONTAINS ARE SUBMITTED FOR THE GENERAL
INFORMATION  OF OUR SHAREHOLDERS. THE REPORT IS NOT  AUTHORIZED FOR DISTRIBUTION
TO PROSPECTIVE INVESTORS UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE
PROSPECTUS.

FUNDS DISTRIBUTOR, INC.
(c) 1999 AMERICAN CENTURY SERVICES CORPORATION


[recycled logo]
Recycled


[back cover]


American Century Investments                                      BULK RATE
P.O. Box 419385                                               U.S. POSTAGE PAID
Kansas City, MO 64141-6385                                    AMERICAN CENTURY
www.americancentury.com                                           COMPANIES


9902                                                    Funds Distributor, Inc.
SH-BKT-15587                      (c)1999 American Century Services Corporation


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