TWENTIETH CENTURY WORLD INVESTORS INC, 485APOS, 1996-06-13

TWENTIETH CENTURY WORLD INVESTORS INC
485APOS, 1996-06-13

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As filed with the Securities and Exchange Commission on June 13, 1996

1933 Act File No. 33-39242; 1940 Act File No. 811-6247
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 _X__

Pre-Effective Amendment No.____ ____

Post-Effective Amendment No._7__ _X__

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 _X__

Amendment No._7__

(Check appropriate box or boxes)

Twentieth Century World Investors, Inc.
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(Exact Name of Registrant as Specified in Charter)

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

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

James E. Stowers, Jr.
Twentieth Century Tower, 4500 Main Street, Kansas City, MO 64111
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(Name and address of Agent for service)

Approximate Date of Proposed Public Offering: September 3, 1996

It is proposed that this filing become effective:

____ immediately upon filing pursuant to paragraph (b) of Rule 485
____ on [date] pursuant to paragraph (b) of Rule 485
____ 60 days after filing pursuant to paragraph (a) of Rule 485
____ on [date] pursuant to paragraph (a)(1) of Rule 485
____ 75 days afer filing pursuant to paragraph (a)(2) of Rule 485
_x__ on September 3, 1996 pursuant to paragraph (a)(2) of Rule 485

The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2. The Rule 24f-2 notice for the
fiscal year ended November 30, 1995, was filed on January 24, 1996.

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<PAGE>
<TABLE>
<CAPTION>
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Cross Reference Sheet Rule 481(a)
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Item No. Page No.
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<S> <C>

Part A. Prospectus
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1. Cover Page Cover Page
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2. Synopsis N/A
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3. Condensed Financial Information 5
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4. General Description of Registrant Cover Page, 1-15,
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5. Management of the Fund 27-29
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6. Capital Stock and Other Securities 29-30
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7. Purchase of Securities Being Offered Cover Page, 17-18

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8. Redemption or Repurchase 19-21
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9. Pending Legal Proceedings N/A
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Part B. - Statement of Additional Information
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10. Cover Page Cover Page
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11. Table of Contents Cover Page
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12. General Information and History N/A
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13. Investment Objectives and Policies 1-7
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14. Management of the Fund 7-10
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15. Control Persons and Principal Holders of Securities
N/A
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16. Investment Advisory and Other Services 9-10
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17. Brokerage Allocation 12
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18. Capital Stock and Other Securities 14-16
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19. Purchase, Redemption and Pricing of Securities Being
Offered 16
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20. Tax Status 15
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21. Underwriters N/A
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22. Calculation of Performance Data N/A
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23. Financial Statements 18
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<PAGE>
TWENTIETH CENTURY
WORLD INVESTORS

RETAIL CLASS PROSPECTUS

SEPTEMBER 3,
1996

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TWENTIETH CENTURY

Twentieth Century World Investors, Inc., a member of the Twentieth Century
family of funds, is a diversified, open-end management investment company whose
shares are offered to retail investors without a sales charge. Two series of
shares offered by Twentieth Century, Twentieth Century International Equity and
Twentieth Century International Small Company Fund (the "funds") are described
in this Prospectus. The investment objectives of the funds are listed on the
inside cover of this Prospectus.

RISK OF FOREIGN INVESTMENTS

Investment in securities of foreign issuers typically involves a greater
degree of risk than investment in domestic securities. (See "Risk Factors," page
9.)

NO-LOAD MUTUAL FUNDS

Twentieth Century offers retail investors a full line of "no-load" mutual
funds that have no sales charges or commissions.

This Prospectus gives you information about the funds that you should know
before investing. You should read this Prospectus carefully and retain it for
future reference. Additional information is included in the Statement of
Additional Information dated September 3, 1996, and filed with the Securities
and Exchange Commission. It is incorporated in this Prospectus by reference.
To obtain a copy without charge, call or write:

Twentieth Century Mutual Funds
4500 Main Street o P.O. Box 419200
Kansas City, MO 64141-6200
1-800-345-2021

Local and international calls:
816-531-5575

Telecommunications device for the deaf:
1-800-634-4113

In Missouri: 816-753-1865

Internet address:
http://twentieth-century.com

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>

INVESTMENT OBJECTIVES OF THE FUNDS
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TWENTIETH CENTURY INTERNATIONAL EQUITY

The investment objective of Twentieth Century International Equity is
capital growth. The fund will seek to achieve its investment objective by
investing primarily in an internationally diversified portfolio of equity
securities, primarily from developed markets, that are considered by the
investment manager to have prospects for appreciation. This fund has no minimum
investment requirements. However, if the value of the shares held in any one
fund account is less than $2,500 ($1,000 for UGMA/UTMA accounts), you must
establish an automatic investment program of $50 or more per month in each such
account. (See "Automatic Investment Plan," page 18, and "Automatic Redemption of
Shares," page 20.)

TWENTIETH CENTURY INTERNATIONAL SMALL COMPANY FUND

The investment objective of Twentieth Century International Small Company
Fund (formerly known as Twentieth Century International Emerging Growth) is
capital growth. The fund will seek to achieve its investment objective by
investing primarily in an internationally diversified portfolio of equity
securities of issuers having comparatively smaller market capitalizations (less
than U.S. $1 billion in market capitalization or less than U.S. $500 million in
public float). The fund may invest up to 50% of its assets in securities of
issuers in emerging market countries. All such investments will be considered by
the investment manager to have prospects for appreciation. Due to the risks
associated with such investments, an investment in this fund may be considered
speculative. The minimum investment amount for this fund is $10,000.

SHARES OF THE FUND EXCHANGED OR REDEEMED WITHIN 180 DAYS OF THEIR PURCHASE
ARE SUBJECT TO A REDEMPTION FEE OF 2.0% OF THE VALUE OF THE SHARES EXCHANGED OR
REDEEMED. This redemption fee is retained by the fund and is intended to
discourage shareholders from exchanging or redeeming their shares shortly after
their purchase, as well as minimize the impact such exchanges and redemptions
have on fund performance and, hence, on the other shareholders of the fund.

There is no assurance that the funds will achieve their respective investment
objectives.
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NO PERSON IS AUTHORIZED BY THE FUNDS TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY OR ON BEHALF OF THE FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.

TABLE OF CONTENTS
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Transaction and Operating Expense Table ............................. 4
Financial Highlights ................................................ 5

INFORMATION REGARDING THE FUNDS

Investment Policies of the Funds .................................... 7
International Equity ........................................... 7
Twentieth Century International Small Company Fund ............. 7
Policies Applicable to Both Funds .............................. 8
Risk Factors ........................................................ 10
Investing in Foreign Securities Generally ...................... 10
Speculative Nature of International Small Company Fund ......... 11
Investing in Emerging Market Countries ......................... 11
Investing in Smaller Companies ................................. 12
Investing in Lower Quality Debt Instruments .................... 12
Other Investment Practices .......................................... 12
Forward Currency Exchange Contracts ............................ 12
Indirect Foreign Investment .................................... 13
Sovereign Debt Obligations ..................................... 13
Portfolio Turnover ............................................. 13
Repurchase Agreements .......................................... 14
When-Issued Securities ......................................... 14
Short Sales .................................................... 14
Rule 144A Securities ........................................... 15
Performance Advertising ............................................. 15

HOW TO INVEST WITH TWENTIETH CENTURY MUTUAL FUNDS AND THE BENHAM GROUP

How to Open an Account .............................................. 17
By Mail ........................................................ 17
By Wire ........................................................ 17
By Exchange .................................................... 17
In Person ...................................................... 17
Subsequent Investments ......................................... 18
By Mail ........................................................ 18
By Telephone ................................................... 18
By Wire ........................................................ 18
In Person ...................................................... 18
Automatic Investment Plan ...................................... 18
How to Exchange from One Account to Another ......................... 18
By Mail ........................................................ 19
By Telephone ................................................... 19
How to Redeem Shares ................................................ 19
By Telephone ................................................... 19
By Mail ........................................................ 19
By Check-A-Month ............................................... 19
Other Automatic Redemptions .................................... 19
Redemption Proceeds ................................................. 19
By Check ....................................................... 20
By Wire and ACH ................................................ 20
Special Requirements for Large Redemptions ..................... 20
Automatic Redemption of Shares ................................. 20
Signature Guarantee ................................................. 21
Special Shareholder Services ........................................ 21
Automated Information Line ..................................... 21
Open Order Service ............................................. 21
Tax-Qualified Retirement Plans ................................. 22
Important Policies Regarding Your Investments ....................... 22
Reports to Shareholders ............................................. 23
Employer-sponsored Retirement Plans and Institutional Accounts ...... 23

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price ......................................................... 24
When Share Price Is Determined ................................. 24
How Share Price Is Determined .................................. 24
Where to Find Information About Share Price .................... 25
Distributions ....................................................... 25
General Information About Distributions ........................ 25
Taxes ............................................................... 26
Management .......................................................... 27
Investment Management .......................................... 27
Code of Ethics ................................................. 29
Transfer and Administrative Services ........................... 29
Distribution of Fund Shares ......................................... 29
Further Information About Twentieth Century ......................... 29

<TABLE>
<CAPTION>
TRANSACTION AND OPERATING EXPENSE TABLE
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International
International Small Company
Equity Fund

Shareholder Transaction Expenses:
<S> <C> <C>
Maximum Sales Load Imposed on Purchases none none
Maximum Sales Load Imposed on Reinvested Dividends none none
Deferred Sales Load none none
Redemption Fee(1) none none(2)
Exchange Fee none none

Annual Fund Operating Expenses
(as a percentage of net assets):

Management Fees(4) 1.45%(3) 1.75%(3)
12b-1 Fees none none
Other Expenses(5) 0.00% 0.00%
Total Fund Operating Expenses(4) 1.45%(3) 1.75%(3)

Example
You would pay the following expenses on a $1,000 1 year $ 15 $ 18
investment, assuming (1) a 5% annual return and 3 years 46 55
(2) redemption at the end of each time period (4): 5 years 79 94
10 years 172 205

</TABLE>

(1) Redemption proceeds sent by wire are subject to a $10 processing fee.

(2) Shares of International Small Company Fund exchanged or redeemed within 180
days of their purchase are subject to a redemption fee of 2.0% of the value
of the shares exchanged or redeemed. This redemption fee is retained by the
fund. (See "How to Exchange from One Account to Another," page 18 and "How
to Redeem Shares," page 19.)

(3) The manager has voluntarily reduced its annual management fee on
International Equity to 1.50% of the first $1 billion of average net assets,
1.20% of the next $1 billion, and 1.10% of average net assets over $2
billion, and its annual management fee on International Small Company Fund
to 1.75% of the first $500 million of average net assets, 1.40% of the next
$500 million average net assets, and 1.20% of average net assets over $1
billion through July 31, 1997. The manager will submit a new management
agreement for shareholder approval in July 1997 that reflects the reduced
fee structure. For more information on the management fee structure of the
funds, see "Investment Management" at page 27.

(4) Assumes, in accordance with Securities and Exchange Commission guidelines,
that the assets of International Equity and International Small Company Fund
remain constant at $1,210,441,553 and $114,579,142, respectively, the assets
of the funds as of November 30, 1995, and that the reduced management fees
for International Equity and International Small Company Fund had been in
effect throughout the periods indicated.

(5) Other expenses, the fees and expenses of those directors who are not
"interested persons" as defined in the Investment Company Act, were .001 of
1% of average net assets for the most recent fiscal year.

The purpose of the table is to help you understand the various costs and
expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in the class of shares of Twentieth Century. The
example set forth above assumes reinvestment of all dividends and distributions
and uses a 5% annual rate of return as required by Securities and Exchange
Commission regulations.

NEITHER THE 5% RATE OF RETURN NOR THE EXPENSES SHOWN ABOVE SHOULD BE
CONSIDERED INDICATIONS OF PAST OR FUTURE RETURNS AND EXPENSES. ACTUAL RETURNS
AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

The shares offered by this Prospectus are retail class shares and have no
up-front or deferred sales charges, commissions, or 12b-1 fees. The funds offer
three other classes of shares, primarily to institutional investors, that have
different fee structures than the retail class, resulting in different
performance for the other classes. For additional information about the various
classes, see "Further Information About Twentieth Century," at page 29.

<TABLE>
<CAPTION>
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FINANCIAL HIGHLIGHTS (For a Share Outstanding Throughout The Period)

The Financial Highlights for each of the periods presented have been
examined by Baird, Kurtz & Dobson, independent certified public accountants,
whose report thereon appears in the corporation's annual report, which is
incorporated by reference into the Statement of Additional Information. The
annual report contains additional performance information and will be made
available upon request and without charge.

INTERNATIONAL EQUITY
Years ended November 30, May 9, 1991
--------------------------------------------------------- (inception) through
1995 1994 1993 1992 Nov. 30, 1991
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<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD...................... $7.47 $7.34 $5.79 $5.33 $5.10
----- ----- ----- ----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income(1) (Loss).................... .01 (.04) (.04) .06 .01

Net Realized and Unrealized
Gains on Investments and
Foreign Currency Transactions....... .40 .57 1.78 .41 .22
----- ----- ----- ----- -----
Total from
Investment Operations............... .41 .53 1.74 .47 .23
----- ----- ----- ----- -----
DISTRIBUTIONS

From Net
Investment Income................... -- -- (.036) (.005) --

In Excess of Net
Investment Income................... -- -- (.155) (.002) --

From Net Realized
Gains on Security
Transactions........................ (.372) (.402) -- -- --
----- ----- ----- ----- -----
Total Distributions................. (.372) (.402) (.191) (.007) --
------ ------ ------ ------ ------
NET ASSET VALUE,
END OF PERIOD............................ $7.51 $7.47 $7.34 $5.79 $5.33
----- ----- ----- ----- -----
TOTAL RETURN(2)..................... 5.93% 7.28% 31.04% 8.77% 4.51%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets.................. 1.77% 1.84% 1.90% 1.91% 1.93%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets.......................... .25% (.53%) (.34%) 95% .26%(3)

Portfolio Turnover Rate............. 169% 242% 255% 180% 84%

Average Commission
Paid per Share Traded............... $.002 -- -- -- --

Net Assets, End
of Period (in thousands)........$1,210,442 $1,316,642 $759,238 $215,346 $43,076

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

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

(3) Annualized
</TABLE>
5

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FINANCIAL HIGHLIGHTS (Continued)

INTERNATIONAL SMALL COMPANY FUND
Year ended April 1, 1994
November 30, inception) through
1995 Nov. 30, 1994
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NET ASSET VALUE,
BEGINNING OF PERIOD...................... $5.39 $5.00
----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income(1) (Loss).................... .03 (.02)

Net Realized and Unrealized
Gains on Investments and
Foreign Currency Transactions....... .28 .41
----- -----
Total from
Investment Operations............... .31 .39
----- -----
DISTRIBUTIONS

From Net
Investment Income................... -- --

In Excess of Net
Investment Income................... -- --

From Net Realized
Gains on Security
Transactions........................ -- --
----- -----
Total Distributions................. -- --
----- -----
NET ASSET VALUE,
END OF PERIOD............................ $5.70 $5.39
----- -----
TOTAL RETURN(2)..................... 5.75% 7.80%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets.................. 2.00% 2.00%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets.......................... .27% (.48%)(3)

Portfolio Turnover Rate............. 168% 56%

Average Commission
Paid per Share Traded............... $.004 --

Net Assets, End
of Period (in thousands)............ $114,579 $111,201

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

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

(3) Annualized

INFORMATION REGARDING THE FUNDS
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INVESTMENT POLICIES OF THE FUNDS

The funds have adopted certain investment restrictions that are set forth
in the Statement of Additional Information. Those restrictions, as well as the
investment objectives of the funds as identified on the inside front cover page,
and any other investment policies designated as "fundamental" in this Prospectus
or in the Statement of Additional Information, cannot be changed without
shareholder approval. The funds have implemented additional investment policies
and practices to guide their activities in the pursuit of their respective
investment objectives. These policies and practices, which are described
throughout this Prospectus, are not designated as fundamental policies and may
be changed without shareholder approval.

YOU SHOULD READ AND CAREFULLY CONSIDER THE INFORMATION UNDER "RISK
FACTORS," PAGE 10, BEFORE MAKING AN INVESTMENT IN EITHER FUND.

TWENTIETH CENTURY INTERNATIONAL EQUITY

The investment objective of the International Equity fund is capital
growth. The fund will seek to achieve its investment objective by investing
primarily in securities of foreign issuers that meet certain fundamental and
technical standards of selection (relating primarily to acceleration of earnings
and revenues) and have, in the opinion of the investment manager, potential for
appreciation. The fund will invest primarily in issuers in developed markets.
The fund will invest primarily in equity securities (defined to include equity
equivalents) of such issuers. The fund will attempt to stay fully invested in
such securities, regardless of the movement of stock prices generally.

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

The other securities the fund may invest in are bonds, notes and debt
securities of companies and obligations of domestic or foreign governments and
their agencies. The fund will limit its purchases of debt securities to
investment grade obligations. For long-term debt obligations this includes
securities that are rated Baa or better by Moody's Investors Service, Inc.
("Moody's") or BBB or better by Standard & Poor's Corporation (S&P), or that are
not rated but considered by the manager to be of equivalent quality. According
to Moody's, bonds rated Baa are medium-grade and possess some speculative
characteristics. A BBB rating by S&P indicates S&P's belief that a security
exhibits a satisfactory degree of safety and capacity for repayment, but is more
vulnerable to adverse economic conditions or changing circumstances than is the
case with higher quality debt securities. (See "An Explanation of Fixed Income
Securities Ratings" in the Statement of Additional Information.)

TWENTIETH CENTURY INTERNATIONAL SMALL COMPANY FUND

The investment objective of the International Small Company Fund fund is
capital growth. The fund will seek to achieve its investment objective by
investing primarily in an internationally diversified portfolio of equity
securities of issuers that meet certain fundamental and technical standards of
selection (relating primarily to acceleration of earnings and revenues). The
fund will invest its assets primarily in equity securities of smaller foreign
issuers(those issuers having, at the time of investment, a market capitalization
of less than U.S. $1 billion or a public float of less than U.S. $500 million).
The "public float" of an issuer is defined as the aggregate market value of the
issuer's outstanding securities held by non-affiliates of the issuer. The fund
may invest up to

50% of its assets in securities of issuers in emerging market countries.

The investment manager will purchase securities of issuers that have, in
the opinion of the investment manager, significant growth potential. The fund
will seek to invest in securities of issuers with one or more identifiable
catalysts that, in the opinion of the investment manager, are likely to cause
the issuer to experience accelerating growth. Such catalysts may include a
change in the issuer's operating environment, the development of a significant
or potentially significant new product, service or technology, an improvement in
business outlook for the issuer, or other similar factors.

As noted, the fund may invest in smaller foreign issuers in both (i)
countries characterized as having developed markets and in (ii) countries
characterized as having emerging markets. DUE TO THE SIGNIFICANT RISKS
ASSOCIATED WITH THE FUND'S INVESTMENT STRATEGY, AN INVESTMENT IN THE FUND MAY BE
CONSIDERED TO BE SPECULATIVE. (See "Speculative Nature of International Small
Company Fund," page 11.)

The fund may invest in securities of any type of issuer, including
closed-end investment companies, governments and governmental entities, as well
as corporations, partnerships and other business organizations. The fund's
investment manager, Investors Research Corporation, believes that common stocks
and other equity and equity equivalent securities ordinarily offer the greatest
potential for capital appreciation and will constitute the majority of the
fund's investments. The fund may invest, however, in any security the investment
manager believes has the potential for capital appreciation. The other
securities the fund may invest in include bonds, notes and debt securities of
companies and obligations of domestic or foreign governments and their agencies.
The fund will attempt to stay fully invested in appreciating securities,
regardless of the movement of stock and bond prices generally.

There are no credit quality or maturity restrictions with regard to the
bonds, corporate debt securities, and government obligations in which the fund
may invest, although less than 35% of the fund's assets will be invested in
below investment grade fixed income securities. (See "An Explanation of Fixed
Income Securities Ratings" in the Statement of Additional Information.) Debt
securities, especially those of issuers in emerging market countries, may be of
poor quality and speculative in nature. While these securities will primarily be
chosen for their appreciation potential, the fund may also take the potential
for income into account when selecting investments.

To enhance the fund's liquidity, at least 50% of the fund's assets will be
invested in developed market countries at all times. However, the percentage of
the assets of the fund invested in developed and emerging markets will vary as,
in the opinion of the investment manager, market conditions warrant. No more
than 15% of the fund's assets may be invested in illiquid investments at any
time.

POLICIES APPLICABLE TO BOTH FUNDS

The funds may make foreign investments either directly in foreign
securities, or indirectly by purchasing depositary receipts or depositary shares
or similar instruments ("DRs") for foreign securities. DRs are securities that
are listed on exchanges or quoted in over-the-counter markets in one country but
represent shares of issuers domiciled in another country. The funds may also
purchase securities of such issuers in foreign markets, either on foreign
securities exchanges or in the over-the-counter markets.

securities and equity equivalents are preferred stock, convertible preferred
stock and convertible debt securities. Equity equivalents may also include
securities whose value or return is derived from the value or return of a
different security. An example of one type of derivative security in which the
funds might invest is a depositary receipt.

Notwithstanding the funds' respective investment objectives of capital
growth, under exceptional market or economic conditions, each fund may
temporarily invest all or a substantial portion of its assets in cash or
investment-grade short-term securities (denominated in U.S. dollars or foreign
currencies).

To the extent a fund assumes a defensive position, it will not be pursuing
its investment objective of capital growth.

In addition to other factors that will affect their value, the value of a
fund's investments in fixed income securities will change as prevailing interest
rates change. In general, the prices of such securities vary inversely with
interest rates. As prevailing interest rates fall, the prices of bonds and other
securities that trade on a yield basis rise. When prevailing interest rates
rise, bond prices generally fall. These changes in value may, depending upon the
particular amount and type of fixed income securities holdings of a fund, impact
the net asset value of that fund's shares. (See "How Share Price is Determined,"
page 24.)

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

In order to achieve maximum investment flexibility, the funds have not
established geographic limits on asset distribution, on either a
country-by-country or region-by-region basis. The investment manager expects to
invest both in issuers in developed markets (such as Germany, the United Kingdom
and Japan) and in issuers in emerging market countries.

The funds consider "emerging market countries" to include all countries
that are generally considered to be developing or emerging countries by the
International Bank for Reconstruction and Development (commonly referred to as
the World Bank) and the International Finance Corporation (IFC), as well as
countries that are classified by the United Nations as developing. Currently,
the countries not included in this category are the United States, Canada,
Japan, the United Kingdom, Germany, Austria, France, Italy, Ireland, Spain,
Belgium, the Netherlands, Switzerland, Sweden, Finland, Norway, Denmark,
Australia, and New Zealand. In addition, as used in this Prospectus, "securities
of issuers in emerging market countries" means (i) securities of issuers the
principal securities trading market for which is an emerging market country,
(ii) securities, regardless of where traded, of issuers that derive 50% or more
of their total revenue from either goods or services produced in emerging market
countries or sales made in emerging market countries, or (iii) securities of
issuers having their principal place of business or principal office in emerging
market countries.

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

fund's investments in the issuer's country (subject to the investment policies
of the particular fund) or region.

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

RISK FACTORS

INVESTING IN FOREIGN SECURITIES GENERALLY

Investing in securities of foreign issuers generally involves greater risks
than investing in the securities of domestic companies. As with any investment
in securities, the value of an investment in the funds can decrease as well as
increase, depending upon a variety of factors which may affect the values and
income generated by the funds' portfolio securities. Investments in the funds
should not be considered a complete investment program and may not be
appropriate for an individual with limited investment resources or who is unable
to tolerate fluctuations in the value of the investment. Potential investors
should carefully consider the following factors:

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

Political and Economic Risk. The economies of many of the countries in
which the funds invest are not as developed as the economy of the United States
and may be subject to significantly different forces. Political or social
instability, expropriation, nationalization, or confiscatory taxation, and
limitations on the removal of funds or other assets, could also adversely affect
the value of investments. Further, the funds may encounter difficulties or be
unable to pursue legal remedies or obtain judgments in foreign courts.

Regulatory Risk. Foreign companies are generally not subject to the
regulatory controls imposed on U.S. issuers and, in general, there is less
publicly available information about foreign securities than is available about
domestic securities. Many foreign companies are not subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic companies. Income from
foreign securities owned by the funds may be reduced by a withholding tax at the
source which would reduce dividend income payable to shareholders. (See "Taxes,"
page 26).

Market and Trading Risk. Brokerage commission rates in foreign countries,
which are generally fixed rather than subject to negotiation as in the U.S., are
likely to be higher. The securities markets in many of the countries in which
the funds invest will have substantially less trading volume than the principal
U.S. markets. As a result, the securities of some companies in these countries
may be less liquid and more volatile than comparable U.S. securities.
Furthermore, one securities broker may represent all or a significant part of
the trading volume in a particular country, resulting in higher trading

costs and decreased liquidity due to a lack of alternative trading partners.
There is generally less government regulation and supervision of foreign stock
exchanges, brokers and issuers which may make it difficult to enforce
contractual obligations.

SPECULATIVE NATURE OF INTERNATIONAL SMALL COMPANY FUND

In addition to the risks posed by foreign investing generally,
International Small Company Fund will be investing in the securities of
companies having comparatively small market capitalizations and may invest up to
50% of its assets in issuers in emerging market countries. (See "Investing in
Emerging Market Countries," on page 11 and "Investing in Smaller Companies," on
page 12.) As a result, an investment in the fund should be considered to be
speculative. The fund is intended for aggressive investors seeking significant
gains through investments in foreign securities. Those investors must be willing
and able to accept the significantly greater risks associated with the
investment strategy that International Small Company Fund will pursue. An
investment in the fund should not be considered a complete investment program
and is not appropriate for individuals with limited investment resources or who
are unable to tolerate fluctuations in the value of their investment.

INVESTING IN EMERGING MARKET COUNTRIES

Each of the funds included in this Prospectus may invest in securities of
issuers in emerging market countries. Investing in emerging market countries
involves exposure to significantly higher risk than investing in countries with
developed markets. Emerging market countries may have economic structures that
are generally less diverse and mature and political systems that can be expected
to be less stable than those of developed countries.

Securities prices in emerging market countries can be significantly more
volatile than in developed countries, reflecting the greater uncertainties of
investing in lesser developed markets and economies. In particular, emerging
market countries may have relatively unstable governments, and may present the
risk of nationalization of businesses, expropriation, confiscatory taxation or,
in certain instances, reversion to closed market, centrally planned economies.
Such countries may also have restrictions on foreign ownership or prohibitions
on the repatriation of assets, and may have less protection of property rights
than developed countries.

The economies of emerging market countries may be predominantly based on
only a few industries or dependent on revenues from particular commodities or on
international aid or development assistance, may be highly vulnerable to changes
in local or global trade conditions, and may suffer from extreme and volatile
debt burdens or inflation rates. In addition, securities markets in emerging
market countries may trade a small number of securities and may be unable to
respond effectively to increases in trading volume, potentially resulting in a
lack of liquidity and greater volatility in the price of securities traded on
those markets.

Foreign securities markets also have different clearance and settlement
procedures, and in certain markets there have been times when settlements have
been unable to keep pace with the volume of securities transactions, making it
difficult to conduct such transactions. Delays in clearance and settlement could
result in temporary periods when assets of the funds are uninvested and no
return is earned thereon. The inability of the funds to make intended security
purchases due to clearance and settlement problems could cause the funds to miss
attractive investment opportunities. Inability to dispose of portfolio
securities due to clearance and settlement problems could result either in
losses to the funds due to subsequent declines in

value of the portfolio security or, if the fund has entered into a contract to
sell the security, liability to the purchaser.

INVESTING IN SMALLER COMPANIES

International Small Company Fund will invest primarily in securities of
companies having, at the time of investment, a market capitalization of less
than U.S. $1 billion or a public float of less than U.S. $500 million. These
smaller companies may present greater opportunities for capital appreciation,
but may also involve greater risks than large, mature issuers. Such companies
may have limited product lines, markets or financial resources, and their
securities may trade less frequently and in more limited volume than the
securities of larger companies. In addition, available information regarding
these smaller companies may be less available and, when available, may be
incomplete or inaccurate. The securities of such companies may also be more
likely to be delisted from trading on their primary domestic exchange. As a
result, the securities of smaller companies may experience significantly more
price volatility and less liquidity than securities of larger companies, and
this volatility and limited liquidity may be reflected in the net asset value of
the fund.

INVESTING IN LOWER QUALITY DEBT INSTRUMENTS

There are no credit, maturity or investment amount restrictions on the
bonds, corporate debt securities, and government obligations in which
International Small Company Fund may invest. Debt securities, especially those
in emerging market countries, may be of poor quality, unrated and speculative in
nature. Debt securities rated lower than Baa by Moody's or BBB by S&P or their
equivalent, sometimes referred to as junk bonds, are considered by many to be
predominately speculative. (See "An Explanation of Fixed Income Securities
Ratings" in the Statement of Additional Information.) Changes in economic
conditions or other circumstances are more likely to lead to a weakened capacity
to make principal and interest payments on such securities than is the case with
higher quality debt securities. Regardless of rating levels, all debt securities
considered for purchase by the fund are analyzed by the manager to determine, to
the extent reasonably possible, that the planned investment is sound given the
investment objective of the fund.

OTHER INVESTMENT PRACTICES

For additional information, see "Investment Restrictions" in the Statement
of Additional Information.

FORWARD CURRENCY EXCHANGE CONTRACTS

Some of the securities held by the funds will be denominated in foreign
currencies. Other securities, such as DRs, may be denominated in U.S. dollars,
but have a value that is dependent upon the performance of a foreign security,
as valued in the currency of its home country. As a result, the value of their
portfolios will be affected by changes in the exchange rates between foreign
currencies and the dollar, as well as by changes in the market values of the
securities themselves. The performance of foreign currencies relative to the
dollar may be an important factor in the overall performance of the funds.

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

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

By entering into a forward currency exchange contract with respect to the
specific

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

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

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

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

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

INDIRECT FOREIGN INVESTMENT

Subject to certain restrictions contained in the Investment Company Act,
each fund may invest up to 10% of its assets in certain foreign countries
indirectly through investment funds and registered investment companies
authorized to invest in those countries. If the funds invest in investment
companies, the funds will bear their proportionate shares of the costs incurred
by such companies, including investment advisory fees, if any.

SOVEREIGN DEBT OBLIGATIONS

The funds may purchase sovereign debt instruments issued or guaranteed by
foreign governments or their agencies, including debt of emerging market
countries. Sovereign debt may be in the form of conventional securities or other
types of debt instruments such as loans or loan participations. Sovereign debt
of emerging market countries may involve a high degree of risk and may present a
risk of default or renegotiation or rescheduling of debt payments.

PORTFOLIO TURNOVER

The total portfolio turnover rate of the funds is shown in the Financial
Highlights Table on page 5 of this Prospectus.

Investment decisions to purchase and sell securities are based on the
anticipated contribution of the security in question to a fund's objectives. The
rate of portfolio turnover is irrelevant when the manager believes a change is
in order to achieve those objectives and accordingly, the annual portfolio
turnover rate cannot be anticipated.

The portfolio turnover of each fund may be higher than other mutual funds
with similar investment objectives. Higher turnover would generate
correspondingly greater brokerage commissions, which is a cost that each fund
pays directly. It may also affect the character of capital gains, if any,
realized and distributed by a fund since short-term capital gains are taxable as
ordinary income.

REPURCHASE AGREEMENTS

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

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

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

The funds will limit repurchase agreement transactions to securities issued
by the U.S. government, its agencies and instrumentalities, and will enter into
such transactions with those commercial banks and broker-dealers who are deemed
creditworthy pursuant to criteria adopted by the funds' board of directors.

The funds will not invest more than 15% of their respective assets in
repurchase agreements maturing in more than seven days.

WHEN-ISSUED SECURITIES

Each of the funds may sometimes purchase new issues of securities on a
when-issued basis without limit when, in the opinion of the investment manager,
such purchases will further the investment objectives of the fund. The price of
when-issued securities is established at the time the commitment to purchase is
made. In developed markets, delivery of and payment for these securities
typically occur 15 to 45 days after the commitment to purchase. In emerging
markets, delivery and payment make take significantly longer.

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

SHORT SALES

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

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

RULE 144A SECURITIES

The funds may invest up to 15% of their respective assets in illiquid
securities (securities that may not be sold within seven days at approximately
the price used in determining the net asset value of fund shares), including
restricted securities. Although securities which may be resold only to qualified
institutional buyers in accordance with the provisions of Rule 144A under the
Securities Act of 1933 are considered "restricted securities," each fund may
purchase Rule 144A securities without regard to the percent- age limitations
described above when Rule 144A securities present an attractive investment
opportunity and otherwise meet the fund's criteria of selection, and also meet
the liquidity guidelines established for Rule 144A securities.

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

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

PERFORMANCE ADVERTISING

From time to time, the funds may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative total return or average annual total return. Performance
data may be quoted separately for the retail class and the other classes offered
by the funds.

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

Each fund may also include in advertisements data comparing performance
with the performance of non-related investment media, published editorial
comments and performance rankings compiled by independent organizations (such as
Lipper Analytical Services) and publications that monitor the performance of
mutual funds. Performance information may be quoted numerically or may be
presented in a table, graph or other illustration. Fund performance may also be
compared to well-known indices of market performance, such as the Standard &
Poor's 500 Index, the Dow Jones World Index, the IFC Global Composite Index and
the Morgan Stanley Capital International Europe, Australia, Far East Index (EAFE
Index). Fund performance may also be compared to the rankings prepared by Lipper
Analytical Services, Inc. In addition, fund performance may be compared to other
funds in our fund family and may also be combined or blended with other funds in
our fund family. Such combined or blended performance may be compared to the
same indices to which individual funds may be compared.

All performance information advertised by the funds is historical in nature
and is not

intended to represent or guarantee future results. The value of fund shares
when redeemed may be more or less than their original cost.

The funds may also be compared, on a relative basis, to the other funds in
our fund family. This relative comparison, which may be based upon historical or
expected fund performance, volatility or other fund characteristics, may be
presented numerically, graphically or in text.

HOW TO INVEST WITH TWENTIETH CENTURY MUTUAL FUNDS
AND THE BENHAM GROUP
- --------------------------------------------------------------------------------

The following section explains how to invest with Twentieth Century Mutual
Funds and The Benham Group, including purchases, redemptions, exchanges and
special services. You will find more detail about doing business with us by
referring to the Shareholder Services Guide that you will receive when you open
an account.

If you own or are considering purchasing fund shares through an
employer-sponsored retirement plan or through a bank, broker-dealer or other
financial intermediary, the following sections may not apply to you. Please read
"Employer-sponsored Retirement Plans and Institutional Accounts," page 23.

HOW TO OPEN AN ACCOUNT

To open an account, you must complete and sign an application, furnishing
your taxpayer identification number. (You must also certify whether you are
subject to withholding for failing to report income to the IRS.) Investments
received without a certified taxpayer identification number will be returned.

The minimum investment in International Equity is $2,500 [$1,000 for IRA
and Uniform Gifts/Transfers to Minors Acts ("UGMA/UTMA") accounts]. This minimum
will be waived if you establish an automatic investment plan to your account
that is the equivalent of at least $50 per month. See "Automatic Investment
Plan," page 18.

The minimum investment in International Small Company Fund is $10,000. To
keep an International Small Company Fund account open, a minimum share value of
$10,000 must be maintained. If the share value of your account falls below
$10,000, the shares in your account will be subject to automatic redemption.
See "Automatic Redemption of Shares," on page 20.

The minimum investment requirements may be different for some types of
retirement accounts. Call one of our Investor Services representatives for
information on our retirement plans, which are available for individual
investors or for those investing through their employers.

Please note: If you register your account as belonging to multiple owners
(e.g., as joint tenants), you must provide us with specific authorization on
your application in order for us to accept written or telephone instructions
from a single owner. Otherwise, all owners will have to agree to any
transactions that involve the account (whether the transaction request is in
writing or over the telephone).

You may invest in the following ways:

BY MAIL

Send a completed application and check or money order payable in U.S.
dollars to Twentieth Century.

BY WIRE

You may make your initial investment by wiring funds. To do so:

(1) Call us or mail a completed application.
(2) Instruct your bank to wire funds to Commerce Bank of Kansas City,
Missouri. ABA routing number 101000019.
(3) Be sure to specify on the wire:
(a) Twentieth Century Mutual Funds
(b) The fund you are buying (and account number, if you have one)
(c) The amount
(d) Your name
(e) Your city and state
(f) Your taxpayer identification number

BY EXCHANGE

Call 1-800-345-2021 from 7 a.m. to 7 p.m. Central time to get information
on opening an account by exchanging from another Twentieth Century or Benham
account. See page 18 for more information on exchanges.

IN PERSON

If you prefer to work with a representative in person, please visit one of
our Investors Centers, located at:

4500 Main Street
Kansas City, MO 64111
816-340-7050

1665 Charleston Road
Mountain View, CA 94043
415-965-8300

2000 S. Colorado Blvd.
Denver, CO 80222
303-759-8382

SUBSEQUENT INVESTMENTS

Subsequent investments may be made by an automatic bank, payroll or
government direct deposit (see Automatic Investments, page 18) or by any of the
methods below. The minimum investment requirement for subsequent investments:
$250 for checks submitted without the remittance portion of a previous statement
or confirmation, $50 for all other types of subsequent investments.

BY MAIL

When making subsequent investments, enclose your check with the remittance
portion of the confirmation of a previous investment. If the remittance slip is
not available, indicate your name, address and account number on your check or a
separate piece of paper. (Please be aware that the investment minimum for
subsequent purchases is higher without a remit slip.)

BY TELEPHONE

Once your account is open, you may make investments by telephone if you
have authorized us (by choosing "Full Services" on your application) to draw on
your bank account. You may call an Investor Services Representative or use our
Automated Information Line.

BY WIRE

You may make subsequent investments by wire. Follow the wire transfer
instructions on page 17 and indicate your account number.

IN PERSON

You may make subsequent investments in person at one of our Investors
Centers. The locations of our three Investors Centers are listed on page 18.

AUTOMATIC INVESTMENT PLAN

You may elect on your application to make investments automatically by
authorizing us to draw on your bank account regularly. Such investments must be
at least the equivalent of $50 per month. You also may choose an automatic
payroll or government direct deposit. If you are establishing a new account,
check the appropriate box under "Automatic Investments" on your application to
receive more information. If you would like to add a direct deposit to an
existing account, please call one of our Investor Services Representatives.

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

As long as you meet any minimum initial investment requirements, you may
exchange your fund shares to our other funds up to six times per year per
account. For any single exchange, the shares of each fund being acquired must
have a value of at least $100. However, we will allow investors to set up an
Automatic Exchange Plan between any two funds in the amount of at least $50 per
month. See our Shareholder Services Guide for further information about
exchanges.

If, in any 90-day period, the total of your exchanges and your redemptions
from any one account exceeds the lesser of $250,000 or 1% or the fund's assets,
further exchanges will be subject to special requirements to comply with our
policy on large redemptions. See "Special Requirements for Large Redemptions,"
page 20.

minimize the impact such exchanges have on fund performance and, hence, on the
other shareholders of the fund. For the purposes of determining the
applicability of this fee, shares first purchased will be deemed to be the
shares first exchanged. The funds reserve the right to modify their policy
regarding this redemption fee or to waive such policy in whole or in part for
certain classes of investors.

BY MAIL

You may direct us in writing to exchange your shares from one Twentieth
Century or Benham account to another. For additional information, please see our
Shareholder Services Guide.

BY TELEPHONE

You can make exchanges over the phone (either with an Investor Services
Representative or using our Automated Information Line -- see page 21) if you
have authorized us to accept telephone instructions. You can authorize this by
selecting "Full Services" on your application or by calling us at 1-800-345-2021
to get the appropriate form.

HOW TO REDEEM SHARES

We will redeem or "buy back" your shares at any time. Redemptions will be
made at the next net asset value determined after a complete redemption request
is received. (For large redemptions, please read "Special Requirements for Large
Redemptions," page 20.)

Please note that a request to redeem shares in an IRA or 403(b) plan must
be accompanied by an executed IRS Form W4-P and a reason for withdrawal as
specified by the IRS.

IN ORDER TO DISCOURAGE THE REDEMPTION OF SHARES OF INTERNATIONAL SMALL
COMPANY FUND SHORTLY AFTER THEIR PURCHASE, REDEMPTION OF THOSE SHARES WITHIN 180
DAYS OF THEIR PURCHASE WILL BE SUBJECT TO A REDEMPTION FEE OF 2.0% OF THE VALUE
OF THE SHARES REDEEMED. This fee will be retained by the fund to help minimize
the impact such redemptions have on fund performance and, hence, on the other
shareholders of the fund. For the purposes of determining the applicability of
this fee, shares first purchased will be deemed to be the shares first redeemed.
The funds reserve the right to modify their policy regarding this redemption fee
or to waive such policy in whole or in part for certain classes of investors.

BY TELEPHONE

If you have authorized us to accept telephone instructions, you may redeem
your shares by calling an Investor Services Representative.

BY MAIL

Your written instructions to redeem shares may be made either by a
redemption form, which we will send you upon request, or by a letter to us.
Certain redemptions may require a signature guarantee. Please see "Signature
Guarantee," page 21.

BY CHECK-A-MONTH

If you have at least a $10,000 balance in your account, you may redeem
shares by Check-A-Month. A Check-A-Month plan automatically redeems enough
shares each month to provide you with a check for an amount you choose (minimum
$50). To set up a Check-A-Month plan, please contact an Investor Services
Representative or refer to the Shareholder Services Guide.

OTHER AUTOMATIC REDEMPTIONS

You may elect to make redemptions automatically by authorizing us to send
funds directly to your account at a bank or other financial institution. To set
up automatic redemptions, call one of our Investor Services Representatives.

REDEMPTION PROCEEDS

Please note that shortly after a purchase of shares is made by check or
electronic draft (also known as an ACH draft) from your bank, we may wait up to
15 days or longer to send redemption proceeds (to allow your purchase funds to
clear). No interest is paid on the redemption proceeds after the redemption is
processed but before your redemption proceeds are sent.

Redemption proceeds may be sent to you in one of the following ways:

BY CHECK

Ordinarily, all redemption checks will be made payable to the registered
owner of the shares and will be mailed only to the address of record. For more
information, please refer to our Shareholder Services Guide.

BY WIRE AND ACH

You may authorize us to transmit redemption proceeds by wire or ACH. These
services will be effective 15 days after we receive the authorization.

Your bank will usually receive wired funds within 48 hours of transmission.
Electronically transferred funds may be received up to seven days after
transmission. Wired funds are subject to a $10 fee to cover bank wire charges,
which is deducted from redemption proceeds. Once the funds are transmitted, the
time of receipt and the funds' availability are not under our control.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

We have elected to be governed by Rule 18f-1 under the Investment Company
Act, which obligates each fund make certain redemptions in cash. This
requirement to pay redemptions in cash applies to situations where one
shareholder redeems, during any 90-day period, up to the lesser of $250,000 or
1% of the assets of the fund. Although redemptions in excess of this limitation
will also normally be paid in cash, we reserve the right under unusual
circumstances to honor these redemptions by making payment in whole or in part
in readily marketable securities (a "redemption-in-kind").

If payment is made in securities, the securities will be selected by the
fund, will be valued in the same manner as they are in computing the fund's net
asset value and will be provided without prior notice.

If your redemption would exceed this limit and you would like to avoid
being paid in securities, please provide us with an unconditional instruction to
redeem at least 15 days prior to the date on which the redemption transaction is
to occur. The instruction must specify the dollar amount or number of shares to
be redeemed and the date of the transaction. This minimizes the effect of the
redemption on the fund and its remaining shareholders.

Despite its right to redeem fund shares through a redemption-in-kind, we do
not expect to exercise this option unless a fund has an unusually low level of
cash to meet redemptions and/or is experiencing unusually strong demands for its
cash. Such a demand might be caused, for example, by extreme market conditions
that result in an abnormally high level of redemption requests concentrated in a
short period of time. Absent these or similar circumstances, we expect
redemptions in excess of $250,000 to be paid in cash in any fund with assets of
more than $50 million if total redemptions from any one account in any 90-day
period do not exceed one-half of 1% of the total assets of the fund.

AUTOMATIC REDEMPTION OF SHARES

International Equity. If at any time you have an International Equity
account that falls into either of the following categories:

(i) you invested the required minimum initial investment amount for the
fund, currently $2,500 ($1,000 for UGMA/UTMA accounts), but due to exchanges or
redemptions you have made, the account now has a value of less than the minimum
initial investment amount; or

(ii) you have not invested the minimum initial investment amount, and an
automatic investment program of $50 or more per month does not exist for the
account; a notification will be sent advising you of the need to either make an
investment to bring the value of the shares held in the account up to $2,500
($1,000) or to establish an automatic investment program of $50 or more per
month. If the investment is not made or the automatic investment is not
established within 60 days from the date of notification, the shares held in the
account will be redeemed and the proceeds from the

redemption will be sent by check to your address of record.

The automatic redemption of shares of International Equity will not apply
to Individual Retirement Accounts, 403(b) accounts and other types of
tax-deferred retirement plan accounts.

International Small Company Fund. If at any time you have an International
Small Company Fund account that falls into either of the following categories:

(i) you invested the required minimum initial investment amount of $10,000,
but due to exchanges or redemptions you have made, the account now has a value
of less than $10,000; or

(ii) you have not invested $10,000; a notification will be sent advising
you of the need to make an investment to bring the value of the shares held in
the account up to $10,000. If the investment is not made within 60 days from the
date of notification, the shares held in the fund account will be redeemed and
the proceeds from the redemption will be sent by check to your address of
record.

The funds reserve the right to modify their policies regarding the
automatic redemption of shares, or to waive such policies in whole or in part
for certain classes of investors.

SIGNATURE GUARANTEE

To protect your accounts from fraud, some transactions will require a
signature guarantee. Which transactions will require a signature guarantee will
depend on which service options you elect when you open your account. For
example, if you choose "In Writing Only," a signature guarantee would be
required when:

o Redeeming more than $25,000

o Establishing or increasing a Check-A-Month or automatic transfer on an
existing account

You can obtain a signature guarantee from a bank or trust company, credit
union, broker, dealer, securities exchange or association, clearing agency or
savings association, as defined by federal law.

For a more in-depth explanation of our signature guarantee policy, or if
you live outside the United States and would like to know how to obtain a
signature guarantee, please consult our Shareholder Services Guide.

We reserve the right to require a signature guarantee on any transaction,
or to change this policy at any time.

SPECIAL SHAREHOLDER SERVICES

We offer several service options to make your account easier to manage.
These are listed on the account application. Please make note of these options
and elect the ones that are appropriate for you. Be aware that the Full Services
option offers you the most flexibility. You will find more information about
each of these service options in our Shareholder Services Guide.

Our special shareholder services include:

AUTOMATED INFORMATION LINE

We offer an Automated Information Line, 24 hours a day, seven days a week,
at 1-800-345-8765. By calling the Automated Information Line, you may listen to
fund prices, yields and total return figures. You may also use the Automated
Information Line to make investments into your accounts (if we have your bank
information on file) and obtain your share balance, value and most recent
transactions. If you have authorized us to accept telephone instructions, you
also may exchange shares from one fund to another via the Automated Information
Line. Redemption instructions cannot be given via the Automated Information
Line.

OPEN ORDER SERVICE

Through our open order service, you may designate a price at which to buy
shares of a variable-priced fund by exchange from one of our money market funds,
or a price at which to sell shares of a variable-priced fund by exchange to one
of our money market funds. The designated purchase price must be equal to or
lower, or the designated sale price equal to or higher, than the variable-priced
fund's net asset value at the time

the order is placed. If the designated price is met within 90 calendar days, we
will execute your exchange order automatically at that price (or better). Open
orders not executed within 90 days will be canceled.

If the fund you have selected deducts a distribution from its share price,
your order price will be adjusted accordingly so the distribution does not
inadvertently trigger an open order transaction on your behalf. If you close or
re-register the account from which the shares are to be redeemed, your open
order will be canceled.

Because of their time-sensitive nature, open order transactions are
accepted only by telephone or in person. These transactions are subject to
exchange limitations described in each fund's Prospectus, except that orders and
cancellations received before 2 p.m. Central time are effective the same day,
and orders or cancellations received after 2 p.m. Central time are effective the
next business day.

TAX-QUALIFIED RETIREMENT PLANS

Each fund is available for your tax-deferred retirement plan. Call or write
us and request the appropriate forms for:

o Individual Retirement Accounts (IRAs)

o 403(b) plans for employees of public school systems and non-profit
organizations

o Profit sharing plans and pension plans for corporations and other
employers

If your IRA and 403(b) accounts do not total $10,000, each account is
subject to an annual $10 fee, up to a total of $30 per year.

You can also transfer your tax-deferred plan to us from another company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

Every account is subject to policies that could affect your investment.
Please refer to the Shareholder Services Guide for further information about the
policies discussed below, as well as further detail about the services we offer.

(1) We reserve the right for any reason to suspend the offering of shares for a
period of time, or to reject any specific purchase order (including
purchases by exchange). Additionally, purchases may be refused if, in the
opinion of the manager, they are of a size that would disrupt the
management of the fund.

(2) We reserve the right to make changes to any stated investment requirements,
including those that relate to purchases, transfers and redemptions. In
addition, we may also alter, add to or terminate any investor services and
privileges. Any changes may affect all shareholders or only certain series
or classes of shareholders.

(3) Shares being acquired must be qualified for sale in your state of
residence.

(4) Transactions requesting a specific price and date, other than open
orders, will be refused.

(5) If a transaction request is made by a corporation, partnership, trust,
fiduciary, agent or unincorporated association, we will require evidence
satisfactory to us of the authority of the individual making the request.

(6) We have established procedures designed to assure the authenticity of
instructions received by telephone. These procedures include requesting
personal identification from callers, recording telephone calls, and
providing written confirmations of telephone transactions. These procedures
are designed to protect shareholders from unauthorized or fraudulent
instructions. If we do not employ reasonable procedures to confirm the
genuineness of instructions, then we may be liable for losses due to
unauthorized or fraudulent instructions. The company, its transfer agent
and investment adviser will not be responsible for any loss due to
instructions they reasonably believe are genuine.

(7) All signatures should be exactly as the name appears in the registration.
If the owner's name appears in the registration as Mary Elizabeth Jones,
she should sign that way and not as Mary E. Jones.

(8) Unusual stock market conditions have in the past resulted in an increase in
the number of shareholder telephone calls. If you experience difficulty in
reaching us during such periods, you may send your transaction instructions
by mail, express mail or courier service, or you may visit one of our
Investors Centers. You may also use our Automated Information Line if you
have requested and received an access code and are not attempting to redeem
shares.

(9) If you fail to provide us with the correct certified taxpayer
identification number, we may reduce any redemption proceeds by $50 to
cover the penalty the IRS will impose on us for failure to report your
correct taxpayer identification number on information reports.

(10) We will perform special inquiries on shareholder accounts. A research fee
of $15 may be applied.

REPORTS TO SHAREHOLDERS

At the end of each calendar quarter, we will send you a consolidated
statement that summarizes all of your Twentieth Century and Benham holdings, as
well as an individual statement for each fund you own that reflects all
year-to-date activity in your account. You may request a statement of your
account activity at any time.

With the exception of most automatic transactions, each time you invest,
redeem, transfer or exchange shares, we will send you a confirmation of the
transaction. See the Shareholder Services Guide for more detail.

Carefully review all the information relating to transactions on your
statements and confirmations to ensure that your instructions were acted on
properly. Please notify us immediately in writing if there is an error. If you
fail to provide notification of an error with reasonable promptness, i.e.,
within 30 days of non-automatic transactions or within 30 days of the date of
your consolidated quarterly statement, in the case of automatic transactions, we
will deem you to have ratified the transaction.

No later than January 31 of each year, we will send you reports that you
may use in completing your U.S. income tax return. See the Shareholder Services
Guide for more information.

Each year, we will send you an annual and a semiannual report relating to
your fund. The annual report includes audited financial statements and a list of
portfolio securities as of the fiscal year end. The semiannual report includes
unaudited financial statements for the first six months of the fiscal year, as
well as a list of portfolio securities at the end of the period. You also will
receive an updated Prospectus at least once each year. Please read these
materials carefully as they will help you understand your fund.

EMPLOYER-SPONSORED RETIREMENT PLANS AND INSTITUTIONAL ACCOUNTS

If you own or are considering purchasing fund shares through an
employer-sponsored retirement plan, your ability to purchase shares of the
funds, exchange them for shares of other Twentieth Century or Benham funds, and
redeem them will depend on the terms of your plan. If you own or are considering
purchasing fund shares through a bank, broker-dealer, insurance company or other
financial intermediary, your ability to purchase, exchange and redeem shares
will depend on your agreement with, and the policies of, such financial
intermediary. You may reach one of our Institutional Investor Services
Representatives by calling 800-345-3533 to request information about the funds,
to obtain a current Prospectus or to get answers to any questions about the
funds that you are unable to obtain through your plan administrator or financial
intermediary.

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

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

The price of your shares is also referred to as their net asset value. Net
asset value is determined by calculating the total value of the fund's assets,
deducting total liabilities and dividing the result by the number of shares
outstanding. Net asset value is determined at the close of regular trading on
each day that the New York Stock Exchange is open.

Investments and requests to redeem or exchange shares will receive the
share price next determined after we receive your investment, redemption or
exchange request. For example, investments and requests to redeem or exchange
shares received by us or one of our authorized agents before the close of
business on the New York Stock Exchange, usually 3 p.m. Central time, are
effective on, and will receive the price determined, that day as of the close of
the Exchange. Investment, redemption and exchange requests received thereafter
are effective on, and receive the price determined, as of the close of the
Exchange on the next day the Exchange is open.

Investments are considered received only when your check or wired funds are
received by us. Wired funds are considered received on the day they are
deposited in our bank account, if your phone call is received before the close
of business on the Exchange, usually 3 p.m. Central time, and the money is
deposited that day.

Investments by telephone pursuant to your prior authorization to us to draw
on your bank account are considered received at the time of your telephone call.

Investment and transaction instructions received by us on any business day
by mail prior to the close of business on the Exchange, usually 3 p.m. Central
time, will receive that day's price. Investments and instructions received after
that time will receive the price determined on the next business day.

If you invest in fund shares through an employer-sponsored retirement plan
or other financial intermediary, it is the responsibility of your plan
recordkeeper or financial intermediary to transmit your purchase, exchange and
redemption requests to the funds' transfer agent prior to the applicable cut-off
time and to make payment for any purchase transactions in accordance with the
funds' procedures or any contractual arrangement with the funds or the funds'
distributor in order for you to receive that day's price.

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be summarized
as follows:

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

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

assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument.

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

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

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

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

The net asset value of the retail class of each fund is published in
leading newspapers daily. The net asset value of each fund may be obtained by
calling us (See "Automated Information Line," page 21.)

DISTRIBUTIONS

Distributions from net investment income and net realized securities gains,
if any, generally are declared and paid once a year, but the funds may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code, in all events in a manner consistent
with the provisions of the Investment Company Act.

THE OBJECTIVE OF EACH FUND IS CAPITAL APPRECIATION AND NOT THE PRODUCTION
OF DISTRIBUTIONS. YOU SHOULD MEASURE THE SUCCESS OF YOUR INVESTMENT BY THE VALUE
OF YOUR INVESTMENT AT ANY GIVEN TIME AND NOT BY THE DISTRIBUTIONS YOU RECEIVE.

GENERAL INFORMATION ABOUT DISTRIBUTIONS

Participants in employer-sponsored retirement or savings plans must
reinvest all distributions. For shareholders investing in taxable accounts,
distributions will be reinvested unless you elect to receive them in cash.
Distributions of less than $10 and distributions on shares purchased within the
last 15 days, however, will not be paid in cash and will be reinvested. You may
elect to have distributions on shares of Individual Retirement Accounts and
403(b) plans paid in cash only if you are 591/2 years old or permanently and
totally disabled. Distribution checks normally are mailed within seven days
after the record date. Please consult our Shareholder Services Guide for further
information regarding your distribution options.

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

A distribution on shares of a fund does not increase the value of your
shares or your total return. At any given time the value of your shares includes
the undistributed net gains, if any, realized by the fund on the sale of
portfolio securities, and undistributed dividends and interest received, less
fund expenses.

Because such gains and dividends are included in the price of your shares,
when they are distributed the price of your shares is reduced by the amount of
the distribution. If you buy your shares through a taxable account just before
the distribution, you will pay the full price for your shares, and then receive
a portion of the purchase price back as a taxable distribution.
(See "Taxes," page 26.)

TAXES

The funds have elected to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code, which means that to the extent its
income is distributed to shareholders, it pays no income taxes.

Tax Deferred Accounts. If the retail class shares are purchased through tax
deferred accounts, such as a qualified employer-sponsored retirement or savings
plan, income and capital gains distributions paid by the funds will generally
not be subject to current taxation, but will accumulate in your account under
the plan on a tax-deferred basis.

Employer-sponsored retirement and savings plans are governed by complex tax
rules. If you elect to participate in your employer's plan, consult your plan
administrator, your plan's summary plan description, or a professional tax
advisor regarding the tax consequences of participation in the plan,
contributions to, and withdrawals or distributions from the plan.

Taxable Accounts. If the retail class shares are purchased through taxable
accounts, distributions of net investment income and net short-term capital
gains are taxable to you as ordinary income. Distributions from net long-term
capital gains are taxable as long-term capital gains regardless of the length of
time you have held the shares on which such distributions are paid. However, you
should note that any loss realized upon the sale or redemption of shares held
for six months or less will be treated as a long-term capital loss to the extent
of any distribution of long-term capital gain to you with respect to such
shares.

Dividends and interest received by a fund on foreign securities, as well as
capital gains realized upon the sale of such securities, may give rise to
withholding and other taxes imposed by foreign countries. Tax conventions
between certain countries and the United States may reduce or eliminate such
taxes. The foreign taxes paid by a fund will reduce its dividends.

If more than 50% of the value of a fund's total assets at the end of each
quarter of any fiscal year consists of securities of foreign corporations, the
fund may qualify for and make an election with the Internal Revenue Service with
respect to such fiscal year so that fund shareholders may be able to claim a
foreign tax credit in lieu of a deduction for foreign income taxes paid by the
fund. If such an election is made, the foreign taxes paid by the fund will be
treated as income received by you.

If a fund purchases the securities of certain foreign investment funds or
trusts called passive foreign investment companies, capital gains on the sale of
such holdings will be deemed to be ordinary income regardless of how long the
fund holds its investment. The fund may also be subject to corporate income tax
and an interest charge on certain dividends and capital gains earned from these
investments, regardless of whether such income and gains are distributed to
shareholders. In the alternative, the fund may elect to recognize cumulative
gains on such investments as of the last day of its fiscal year and distribute
it to shareholders.

portfolio of a fund. If these portfolio securities are subsequently sold and the
gains are realized, they will, to the extent not offset by capital losses, be
paid to you as a distribution of capital gains and will be taxable to you as
short-term or long-term capital gains. (See "General Information About
Distributions," page 25.)

In January of the year following the distribution, if you own shares in a
taxable account, you will receive a Form 1099-DIV notifying you of the status of
your distributions for federal income tax purposes.

Distributions made to taxable accounts may also be subject to state and
local taxes, even if all or a substantial part of such distributions are derived
from interest on U.S. government obligations which, if you received them
directly, would be exempt from state income tax. However, most but not all
states allow this tax exemption to pass through to fund shareholders when a fund
pays distributions to its shareholders. You should consult your tax adviser
about the tax status of such distributions in your own state.

If you have not complied with certain provisions of the Internal Revenue
Code and Regulations, Twentieth Century is required by federal law to withhold
and remit to the IRS 31% of reportable payments (which may include dividends,
capital gains distributions and redemptions). Those regulations require you to
certify that the social security number or tax identification number you provide
is correct and that you are not subject to 31% withholding for previous
under-reporting to the IRS. You will be asked to make the appropriate
certification on your application. Payments reported by Twentieth Century that
omit your social security number or tax identification number will subject
Twentieth Century to a penalty of $50, which will be charged against your
account if you fail to provide the certification by the time the report is
filed. This charge is not refundable.

Redemption of shares of a fund (including redemptions made in an exchange
transaction) will be a taxable transaction for federal income tax purposes and
shareholders will generally recognize gain or loss in an amount equal to the
difference between the basis of the shares and the amount received. Assuming
that shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and will generally be long term if shareholders have held
such shares for a period of more than one year. If a loss is realized on the
redemption of fund shares, the reinvestment in additional fund shares within 30
days before or after the redemption may be subject to the "wash sale" rules of
the Code, resulting in a postponement of the recognition of such loss for
federal income tax purposes.

MANAGEMENT

INVESTMENT MANAGEMENT

Under the laws of the State of Maryland, the board of directors is
responsible for managing the business and affairs of the funds. Acting pursuant
to an investment advisory agreement entered into with the funds, Investors
Research Corporation ("Investors Research") serves as the investment manager of
the funds. Its principal place of business is Twentieth Century Tower, 4500 Main
Street, Kansas City, Missouri 64111. Investors Research has been providing
investment advisory services to investment companies and institutional clients
since 1958.

In June 1995, Twentieth Century Companies, Inc. ("TCC"), the parent of
Investors Research, acquired Benham Management International, Inc. In the
acquisition, Benham Management Corporation ("BMC"), the investment adviser to
The Benham Group of mutual funds, became a wholly owned subsidiary of TCC.
Certain employees of BMC will be providing investment management services to
Twentieth Century funds, while certain Twentieth Century employees will be
providing investment management services to Benham funds.

Investors Research supervises and manages the investment portfolio of the
funds and directs the purchase and sale of their investment securities.
Investors Research utilizes a team of portfolio managers, assistant portfolio
managers and analysts acting together to manage the assets of the funds. The
team meets regularly to review portfolio holdings and to discuss purchase and
sale activity. The team adjusts holdings in the funds' portfolios as they deem
appropriate in pursuit of the funds' investment objectives. Individual portfolio
managers may also adjust portfolio holdings of the funds as necessary between
meetings.

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

THEODORE J. TYSON joined Investors Research in 1988 and has been a member
of the International Equity and International Small Company Fund team since its
inception in 1991.

HENRIK STRABO joined Investors Research in 1993 as an investment analyst
member of the International Equity and International Small Company Fund team and
has been a portfolio manager member of the team since 1994. Prior to joining
Investors Research, Mr. Strabo was Vice President, International Equity Sales
with Barclays de Zoete Wedd (1991 to 1993) and obtained international equity
sales experience at Cresvale International (1990 to 1991).

The activities of Investors Research are subject only to directions of the
funds' board of directors. Investors Research pays all the expenses of the funds
except brokerage, taxes, interest, fees and expenses of the non-interested
person directors (including counsel fees) and extraordinary expenses.

For the services provided to the funds, Investors Research receives a
management fee calculated as a percentage of the average net assets of the fund
as follows:

Fund Percent of Average Net Assets
- --------------------------------------------------------------------------------
International Equity 1.90% of first $1 billion
1.25% of the next $1 billion
1.00% over $2 billion

International Small Company Fund 2.00%
- --------------------------------------------------------------------------------

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

Effective September 3, 1996, Investors Research has voluntarily reduced its
annual management fee on the funds as follows:

Fund Percent of Average Net Assets
- --------------------------------------------------------------------------------
International Equity 1.50% of first $1 billion
1.20% of the next $1 billion
1.10% over $2 billion

International Small Company Fund 1.75% of first $500 million
1.40% of the next $500 million
1.20% over $1 billion
- --------------------------------------------------------------------------------

Investors Research will submit a new management agreement for shareholder
approval in July 1997 that reflects the reduced fee structure.

The management fees paid by the funds to Investors Research are higher than
the fees paid by the various other funds in the Twentieth Century family of
funds because of the higher costs and additional expenses associated with
managing and operating a fund owning a portfolio consisting primarily of foreign
securities. The fee may also be higher than the fee paid by many other
international or foreign investment companies.

fund in addition to the stated management fee. In contrast, the management fee
paid to Investors Research includes payment for almost all fund expenses, with
the exceptions noted. Therefore, potential investors who attempt to compare the
expenses of these funds to the expenses of other funds should be careful to
compare only the ratio of total expenses to average net assets contained in the
Financial Highlights Table found on page 5 of this Prospectus to the same ratio
of the other funds.

The management agreement also provides that the Corporation's board of
directors, upon 60 days' prior written notice to all affected shareholders, may
impose a servicing or administrative fee as a charge against shareholder
accounts.

CODE OF ETHICS

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

TRANSFER AND ADMINISTRATIVE SERVICES

Twentieth Century Services, Inc., 4500 Main Street, Kansas City, Missouri
64111 acts as transfer agent and dividend paying agent for Twentieth Century. It
provides facilities, equipment and personnel to Twentieth Century, and is paid
for such services by Investors Research.

From time to time, special services may be offered to shareholders who
maintain higher share balances in the Twentieth Century family of funds. These
services may include the waiver of minimum investment requirements, expedited
confirmation of shareholder transactions, newsletters, and a team of personal
representatives. Any expenses associated with these special services will be
paid by Investors Research.

Investors Research and Twentieth Century Services, Inc. are both wholly
owned by Twentieth Century Companies, Inc. James E. Stowers, chairman of the
board of directors of the funds, controls Twentieth Century Companies by virtue
of his ownership of a majority of its common stock.

DISTRIBUTION OF FUND SHARES

The funds' shares are distributed by Twentieth Century Securities, Inc.
(The "Distributor"), a registered broker dealer and an affiliate of the funds'
investment manager. Investors Research pays all expenses for promoting sales of,
and distributing the retail class of, the fund shares offered by this
Prospectus. The retail class of shares does not pay any commissions or other
fees to the Distributor or to any other broker dealers or financial
intermediaries in connection with the distribution of fund shares.

FURTHER INFORMATION ABOUT TWENTIETH CENTURY

Twentieth Century World Investors, Inc. was organized as a Maryland
corporation on December 28, 1990.

Twentieth Century World Investors is a diversified, open-end management
investment company whose shares were first offered in May 1991. Its business and
affairs are managed by its officers under the direction of its board of
directors.

The principal office of Twentieth Century World Investors is Twentieth
Century Tower, 4500 Main Street, P.O. Box 419200, Kansas City, Missouri
64141-6200. All inquiries may be made by mail to that address, or by phone to
1-800-345-2021. (For local Kansas City area or international callers:
816-531-5575.)

Twentieth Century World Investors issues two series of $0.01 par value
shares. Each series is commonly referred to as a fund. Each share when issued,
is fully paid and non-assessable. The assets belonging to each series of shares
are held separately by the custodian.

Each of the funds described in this Prospectus offers four classes of
shares: a retail class, an institutional class, a service class, and an advisor
class. The shares offered by this Prospectus are retail class shares and have no
up-front charges, commissions, or 12b-1 fees.

The other classes of shares are primarily offered to institutional
investors or through institutional distribution channels, such as
employer-sponsored retirement plans or through banks, broker dealers, insurance
companies or other financial intermediaries. The other classes have different
fees, expenses, and/or minimum investment requirements than the retail class.
Different fees and expenses will affect performance. For additional information
concerning the other classes of shares not offered by this Prospectus, call
Twentieth Century at 1-800-345-3533 or contact a sales representative or
financial intermediary who offers those classes of shares.

Except as described below, all classes of shares of a fund have identical
voting, dividend, liquidation and other rights, preferences, terms and
conditions. The only differences among the various classes are (a) each class
may be subject to different expenses specific to that class, (b) each class has
a different identifying designation or name, (c) each class has exclusive voting
rights with respect to matters solely affecting such class, (d) each class may
have different exchange privileges, and (e) each class may provide for automatic
conversion from that class into shares of another class of the same fund.

Each share, irrespective of series or class, is entitled to one vote for
each dollar of net asset value applicable to such share on all questions, except
for those matters which must be voted on separately by the series or class of
the shares affected. Matters affecting only one series or class are voted upon
only by that series or class.

Shares have non-cumulative voting rights, which means that the holders of
more than 50% of the votes cast in an election of directors can elect all of the
directors if they choose to do so, and in such event the holders of the
remaining less-than-50% of the votes will not be able to elect any person or
persons to the board of directors.

Unless required by the Investment Company Act, it will not be necessary for
the funds to hold annual meetings of shareholders. As a result, shareholders may
not vote each year on the election of directors or the appointment of auditors.
However, pursuant to the funds' bylaws, the holders of shares representing at
least 10% of the votes entitled to be cast may request the funds to hold a
special meeting of shareholders. We will assist in the communication with other
shareholders.

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

(This page left blank intentionally.)

TWENTIETH CENTURY
World Investors

Retail Class Prospectus

September 3, 1996

[company logo]
Investments That Work(TM)
- -----------------------------------------------------
P.O. Box 419200
Kansas City, Missouri
64141-6200
- -----------------------------------------------------
Person-to-person assistance:
1-800-345-2021 or 816-531-5575
- -----------------------------------------------------
Automated information line:
1-800-345-8765
- -----------------------------------------------------
Telecommunications Device for the Deaf:
1-800-634-4113 or 816-753-1865
- -----------------------------------------------------
Fax: 816-340-7962
- -----------------------------------------------------

Internet address: http://twentieth-century.com
- -----------------------------------------------------

[company logo]
================================================================================
- --------------------------------------------------------------------------------
IN-BKT-5015
9609 Recycled

<PAGE>
TWENTIETH CENTURY
WORLD INVESTORS
INSTITUTIONAL CLASS PROSPECTUS

SEPTEMBER 3,
1996
- --------------------------------------------------------------------------------

TWENTIETH CENTURY

Twentieth Century World Investors, Inc., a member of the Twentieth Century
family of funds, is a diversified, open-end management investment company. Two
series of shares offered by Twentieth Century, Twentieth Century International
Equity and Twentieth Century International Small Company Fund (the "funds") are
described in this Prospectus. The investment objectives of the funds are listed
on the inside cover of this Prospectus.

RISK OF FOREIGN INVESTMENTS

Investment in securities of foreign issuers typically involves a greater
degree of risk than investment in domestic securities. (See "Risk Factors," page
10.)

NO-LOAD MUTUAL FUNDS

The funds offered by this Prospectus (the institutional class shares) are
"no-load" investments, which means there are no sales charges or commissions.

The institutional class shares are made available for purchase by large
institutional shareholders, such as bank trust departments, corporations,
endowments, foundations, and financial advisors. Institutional class shares are
not available for purchase by insurance companies or participant-directed
employer-sponsored retirement plans that meet the funds' minimum investment
requirements.

Twentieth Century Mutual Funds
4500 Main Street o P.O. Box 419385
Kansas City, MO 64141-6385
1-800-345-3533

Local and international calls:
816-531-5575

Telecommunications device for the deaf:
1-800-341-1833

In Missouri: 816-753-0700

Internet address:
http://twentieth-century.com

<PAGE>

INVESTMENT OBJECTIVES OF THE FUNDS
- --------------------------------------------------------------------------------

TWENTIETH CENTURY INTERNATIONAL EQUITY

MINIMUM INVESTMENT: $5 MILLION.

TWENTIETH CENTURY INTERNATIONAL SMALL COMPANY FUND

The investment objective of Twentieth Century International Small Company
Fund (formerly know as Twentieth Century International Emerging Growth) is
capital growth. The fund will seek to achieve its investment objective by
investing primarily in an internationally diversified portfolio of equity
securities of issuers having comparatively smaller market capitalizations (less
than U.S. $1 billion in market capitalization or less than U.S. $500 million in
public float). The fund may invest up to 50% of its assets in securities of
issuers in emerging market countries. All such investments will be considered by
the investment manager to have prospects for appreciation. Due to the risks
associated with such investments, an investment in this fund may be considered
speculative.

SHARES OF THE FUND EXCHANGED OR REDEEMED WITHIN 180 DAYS OF THEIR PURCHASE
ARE SUBJECT TO A REDEMPTION FEE OF 2.0% OF THE VALUE OF THE SHARES EXCHANGED OR
REDEEMED. THIS REDEMPTION FEE IS RETAINED BY THE FUND AND IS INTENDED TO
DISCOURAGE SHAREHOLDERS FROM EXCHANGING OR REDEEMING THEIR SHARES SHORTLY AFTER
THEIR PURCHASE, AS WELL AS MINIMIZE THE IMPACT SUCH EXCHANGES AND REDEMPTIONS
HAVE ON FUND PERFORMANCE AND, HENCE, ON THE OTHER SHAREHOLDERS OF THE FUND.

MINIMUM INVESTMENT: $5 MILLION.

The minimum investment is $3 million for endowments and foundations. The minimum
investment requirement may be waived if the investor has an aggregate investment
in Twentieth Century funds of $10 million ($5 million for endowments and
foundations) or more.

There is no assurance that the funds will achieve their respective investment
objectives.

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

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

TRANSACTION AND OPERATING EXPENSE TABLE ............................. 4
FINANCIAL HIGHLIGHTS ................................................ 5

INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS .................................... 7
International Equity ........................................... 7
Twentieth Century International Small Company Fund ............. 7
Policies Applicable to Both Funds .............................. 8
RISK FACTORS ........................................................ 10
Investing in Foreign Securities Generally ...................... 10
Speculative Nature of International Small Company Fund ......... 11
Investing in Emerging Market Countries ......................... 11
Investing in Smaller Companies ................................. 12
Investing in Lower Quality Debt Instruments .................... 12
OTHER INVESTMENT PRACTICES .......................................... 12
Forward Currency Exchange Contracts ............................ 12
Indirect Foreign Investment .................................... 13
Sovereign Debt Obligations ..................................... 13
Portfolio Turnover ............................................. 13
Repurchase Agreements .......................................... 14
When-Issued Securities ......................................... 14
Short Sales .................................................... 14
Rule 144A Securities ........................................... 15
PERFORMANCE ADVERTISING ............................................. 15

HOW TO INVEST WITH TWENTIETH CENTURY MUTUAL FUNDS
AND THE BENHAM GROUP

HOW TO OPEN AN ACCOUNT .............................................. 17
By Mail ........................................................ 17
By Wire ........................................................ 17
By Exchange .................................................... 17
In Person ...................................................... 17
Subsequent Investments ......................................... 18
By Mail ........................................................ 18
By Telephone ................................................... 18
By Wire ........................................................ 18
In Person ...................................................... 18
Automatic Investment Plan ...................................... 18
HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER ......................... 18
By Mail ........................................................ 19
By Telephone ................................................... 19
HOW TO REDEEM SHARES ................................................ 19
By Telephone ................................................... 19
By Mail ........................................................ 19
By Check-A-Month ............................................... 19
Other Automatic Redemptions .................................... 19
REDEMPTION PROCEEDS ................................................. 19
By Check ....................................................... 20
By Wire and ACH ................................................ 20
Special Requirements for Large Redemptions ..................... 20
Automatic Redemption of Shares ................................. 20
SIGNATURE GUARANTEE ................................................. 21
SPECIAL SHAREHOLDER SERVICES ........................................ 21
Automated Information Line ..................................... 21
Open Order Service ............................................. 21
Tax-Qualified Retirement Plans ................................. 22
IMPORTANT POLICIES REGARDING YOUR INVESTMENTS ....................... 22
REPORTS TO SHAREHOLDERS ............................................. 23
EMPLOYER-SPONSORED RETIREMENT PLANS AND INSTITUTIONAL ACCOUNTS ...... 23

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE ......................................................... 24
When Share Price Is Determined ................................. 24
How Share Price Is Determined .................................. 24
Where to Find Information About Share Price .................... 25
DISTRIBUTIONS ....................................................... 25
General Information About Distributions ........................ 25
TAXES ............................................................... 26
MANAGEMENT .......................................................... 27
Investment Management .......................................... 27
Code of Ethics ................................................. 29
Transfer and Administrative Services ........................... 29
DISTRIBUTION OF FUND SHARES ......................................... 29
FURTHER INFORMATION ABOUT TWENTIETH CENTURY ......................... 29

<TABLE>
<CAPTION>
TRANSACTION AND OPERATING EXPENSE TABLE
- --------------------------------------------------------------------------------------
International International
Equity Small Company
Funds

SHAREHOLDER TRANSACTION EXPENSES:
<S> <C> <C>
Maximum Sales Load Imposed on Purchases none none
Maximum Sales Load Imposed on Reinvested Dividends none none
Deferred Sales Load none none
Redemption Fee none none(1)
Exchange Fee none none

ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets):

Management Fees(3) 1.25%(2) 1.55%(2)
12b-1 Fees none none
Other Expenses(4) 0.00% 0.00%
Total Fund Operating Expenses(3) 1.25%(2) 1.55%(2)

Example

You would pay the following expenses on a $1,000 1 year $ 13 $ 16
investment, assuming (1) a 5% annual return and 3 years 39 49
(2) redemption at the end of each time period(3): 5 years 68 84
10 years 150 183
</TABLE>

(1) Shares of International Small Company Fund exchanged or redeemed within 180
days of their purchase are subject to a redemption fee of 2.0% of the value
of the shares exchanged or redeemed. This redemption fee is retained by
the fund. (See "How to Exchange Your Investment from One Twentieth Century
Account to Another," page 17 and "How to Redeem Shares," page 17.)

(2) The manager has voluntarily reduced its annual management fee on
International Equity to 1.30% of the first $1 billion of average net
assets, 1.00% of the next $1 billion, and 0.90% of average net assets over
$2 billion, and its annual management fee on International Small Company
Fund to 1.55% of the first $500 million of average net assets, 1.20% of the
next $500 million average net assets, and 1.00% of average net assets over
$1 billion through July 31, 1997. The manager will submit a new management
agreement for shareholder approval in July 1997 that reflects the reduced
fee structure. For more information on the management fee structure of the
funds, see "Investment Management" at page 22.

(3) Assumes, in accordance with Securities and Exchange Commission guidelines,
that the assets of International Equity and International Small Company
Fund remain constant at $1,210,441,553 and $114,579,142, respectively, the
assets of the funds as of November 30, 1995, and that the reduced
management fees for International Equity and International Small Company
Fund had been in effect throughout the periods indicated.

(4) Other expenses, the fees and expenses of those directors who are not
"interested persons" as defined in the Investment Company Act, were .001 of
1% of average net assets for the most recent fiscal year.

The shares offered by this Prospectus are institutional class shares. The
funds offer three other classes of shares, one of which is primarily made
available to retail investors and two that are primarily made available to
institutional investors. The other classes have different fee structures than
the institutional class, resulting in different performance for those classes.
For additional information about the various classes, see "Further Information
About Twentieth Century," page 29.

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

The institutional class of the funds was established September 3, 1996. The
financial information in these tables regarding selected per share data for each
of the funds reflects the performance of the funds' retail class of shares,
which has a total expense ratio that is 0.20% higher than the institutional
class. Had the institutional class been in existence for such funds for the time
periods presented, the funds' performance information would be higher as a
result of the lower expenses.

INTERNATIONAL EQUITY
<TABLE>
<CAPTION>
Years ended November 30, May 9, 1991
------------------------------------------------------------ (inception) through
1995 1994 1993 1992 Nov. 30, 1991
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD....................$7.47 $7.34 $5.79 $5.33 $5.10
----- ----- ----- ----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income(1) (Loss).................. .01 (.04) (.04) .06 .01

Net Realized and Unrealized
Gains on Investments and
Foreign Currency Transactions..... .40 .57 1.78 .41 .22
----- ----- ----- ----- -----
Total from
Investment Operations............. .41 .53 1.74 .47 .23
----- ----- ----- ----- -----
DISTRIBUTIONS

From Net
Investment Income................. -- -- (.036) (.005) --

In Excess of Net
Investment Income................. -- -- (.155) (.002) --

From Net Realized
Gains on Security
Transactions......................(.372) (.402) -- -- --
------ ------ ------ ------ ------

Total Distributions...............(.372) (.402) (.191) (.007) --
------ ------ ------ ------ ------

NET ASSET VALUE,
END OF PERIOD..........................$7.51 $7.47 $7.34 $5.79 $5.33
----- ----- ----- ----- -----
TOTAL RETURN(2)................... 5.93% 7.28% 31.04% 8.77% 4.51%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets................ 1.77% 1.84% 1.90% 1.91% 1.93%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets........................ .25% (.53%) (.34%) 95% .26%(3)

Portfolio Turnover Rate........... 169% 242% 255% 180% 84%

Average Commission
Paid per Share Traded.............$.002 -- -- -- --

Net Assets, End
of Period (in thousands).....$1,210,442 $1,316,642 $759,238 $215,346 $43,076

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

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

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

(3) Annualized

</TABLE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (continued)

INTERNATIONAL SMALL COMPANY FUND
Year ended April 1, 1994
November 30, (inception) through
1995 Nov. 30, 1994
- --------------------------------------------------------------------------------
NET ASSET VALUE,
BEGINNING OF PERIOD...................... $5.39 $5.00
----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income(1) (Loss).................... .03 (.02)

Net Realized and Unrealized
Gains on Investments and
Foreign Currency Transactions....... .28 .41
----- -----
Total from
Investment Operations............... .31 .39
----- -----
DISTRIBUTIONS

From Net
Investment Income................... -- --

In Excess of Net
Investment Income................... -- --

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets.................. 2.00% 2.00%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets.......................... .27% (.48%)(3)

Portfolio Turnover Rate............. 168% 56%

Average Commission
Paid per Share Traded............... $.004 --

Net Assets, End
of Period (in thousands)............ $114,579 $111,201

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

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

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

(3) Annualized

INFORMATION REGARDING THE FUNDS
- --------------------------------------------------------------------------------

INVESTMENT POLICIES OF THE FUNDS

YOU SHOULD READ AND CAREFULLY CONSIDER THE INFORMATION UNDER "RISK
FACTORS," PAGE 10, BEFORE MAKING AN INVESTMENT IN EITHER FUND.

TWENTIETH CENTURY INTERNATIONAL EQUITY

INTERNATIONAL SMALL COMPANY FUND

emerging market countries.

POLICIES APPLICABLE TO BOTH FUNDS

stock, convertible preferred stock and convertible debt securities. Equity
equivalents may also include securities whose value or return is derived from
the value or return of a different security. An example of one type of
derivative security in which the funds might invest is a depositary receipt.

To the extent a fund assumes a defensive position, it will not be pursuing
its investment objective of capital growth.

(subject to the investment policies of the particular fund) or region.

RISK FACTORS

INVESTING IN FOREIGN SECURITIES GENERALLY

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

alternative trading partners. There is generally less government regulation and
supervision of foreign stock exchanges, brokers and issuers which may make it
difficult to enforce contractual obligations.

SPECULATIVE NATURE OF INTERNATIONAL SMALL COMPANY FUND

INVESTING IN EMERGING MARKET COUNTRIES

entered into a contract to sell the security, liability to the purchaser.

INVESTING IN SMALLER COMPANIES

INVESTING IN LOWER QUALITY DEBT INSTRUMENTS

OTHER INVESTMENT PRACTICES

For additional information, see "Investment Restrictions" in the Statement
of Additional Information.

FORWARD CURRENCY EXCHANGE CONTRACTS

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

By entering into a forward currency exchange contract with respect to the
specific purchase or sale of a security denominated in a

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

INDIRECT FOREIGN INVESTMENT

SOVEREIGN DEBT OBLIGATIONS

PORTFOLIO TURNOVER

The total portfolio turnover rate of the funds is shown in the Financial
Highlights Table on page 5 of this Prospectus.

The portfolio turnover of each fund may be

higher than other mutual funds with similar investment objectives. Higher
turnover would generate correspondingly greater brokerage commissions, which is
a cost that each fund pays directly. It may also affect the character of capital
gains, if any, realized and distributed by a fund since short-term capital gains
are taxable as ordinary income.

REPURCHASE AGREEMENTS

The funds will not invest more than 15% of their respective assets in
repurchase agreements maturing in more than seven days.

WHEN-ISSUED SECURITIES

SHORT SALES

RULE 144A SECURITIES

PERFORMANCE ADVERTISING

From time to time, the funds may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative total return or average annual total return. Performance
data may be quoted separately for the institutional class and the other classes
offered by the funds.

All performance information advertised by the funds is historical in nature
and is not

intended to represent or guarantee future results. The value of fund shares when
redeemed may be more or less than their original cost.

HOW TO INVEST WITH TWENTIETH CENTURY MUTUAL FUNDS
AND THE BENHAM GROUP
- --------------------------------------------------------------------------------

HOW TO OPEN AN ACCOUNT

The minimum investment in the funds is $5 million. The minimum investment
is $3 million for endowments and foundations. The minimum investment
requirement may be waived if the investor has an aggregate investment of $10
million ($5 million for endowments or foundations) or more. If the share value
of your account falls below the minimum investment, the shares in your account
will be subject to automatic redemption. See "Automatic Redemption of Shares,"
on page 20.

You may invest in the following ways:

BY MAIL

Send a completed application and check or money order payable in U.S.
dollars to Twentieth Century.

BY WIRE

You may make your initial investment by wiring funds. To do so:

BY EXCHANGE

IN PERSON

If you prefer to work with a representative in person, please visit one of
our Investors Centers, located at:

4500 Main Street
Kansas City, MO 64111
816-340-7050

1665 Charleston Road
Mountain View, CA 94043
415-965-8300

2000 S. Colorado Blvd.
Denver, CO 80222
303-759-8382

SUBSEQUENT INVESTMENTS

BY MAIL

BY TELEPHONE

BY WIRE

You may make subsequent investments by wire. Follow the wire transfer
instructions on page 17 and indicate your account number.

IN PERSON

You may make subsequent investments in person at one of our Investors
Centers. The locations of our three Investors Centers are listed on page 18.

AUTOMATIC INVESTMENT PLAN

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

minimize the impact such exchanges have of fund performance and, hence, on the
other shareholders of the fund. For the purposes of determining the
applicability of this fee, shares first purchased will be deemed to be the
shares first exchanged. The funds reserve the right to modify their policy
regarding this redemption fee or to waive such policy in whole or in part for
certain classes of investors.

BY MAIL

You may direct us in writing to exchange your shares from one Twentieth
Century or Benham account to another. For additional information, please see our
Shareholder Services Guide.

BY TELEPHONE

HOW TO REDEEM SHARES

Please note that a request to redeem shares in an IRA or 403(b) plan must
be accompanied by an executed IRS Form W4-P and a reason for withdrawal as
specified by the IRS.

BY TELEPHONE

If you have authorized us to accept telephone instructions, you may redeem
your shares by calling an Investor Services Representative.

BY MAIL

BY CHECK-A-MONTH

OTHER AUTOMATIC REDEMPTIONS

REDEMPTION PROCEEDS

Redemption proceeds may be sent to you in one of the following ways:

BY CHECK

BY WIRE AND ACH

You may authorize us to transmit redemption proceeds by wire or ACH. These
services will be effective 15 days after we receive the authorization.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

AUTOMATIC REDEMPTION OF SHARES

If at any time your account falls into either of the following categories:

(i) you invested the required minimum investment amount for the fund, but
due to exchanges or redemptions you have made, the account now has a value of
less than the minimum investment amount; or

(ii) you have not invested the minimum initial investment amount; a
notification will be sent advising you of the need to make an investment to
bring the value of the shares held in the account up to the minimum investment.
If the investment is not made or the automatic investment is not established
within 60 days from the date of

notification, the shares held in the account will be redeemed and the proceeds
from the redemption will be sent by check to your address of record.

The automatic redemption of shares of the funds will not apply to
Individual Retirement Accounts, 403(b) accounts and other types of tax-deferred
retirement plan accounts.

The funds reserve the right to modify their policies regarding the
automatic redemption of shares, or to waive such policies in whole or in part
for certain classes of investors.

SIGNATURE GUARANTEE

o Redeeming more than $25,000

o Establishing or increasing a Check-A-Month or automatic transfer on an
existing account

You can obtain a signature guarantee from a bank or trust company, credit
union, broker, dealer, securities exchange or association, clearing agency or
savings association, as defined by federal law.

We reserve the right to require a signature guarantee on any transaction,
or to change this policy at any time.

SPECIAL SHAREHOLDER SERVICES

Our special shareholder services include:

AUTOMATED INFORMATION LINE

OPEN ORDER SERVICE

designated sale price equal to or higher, than the variable-priced fund's net
asset value at the time the order is placed. If the designated price is met
within 90 calendar days, we will execute your exchange order automatically at
that price (or better). Open orders not executed within 90 days will be
canceled.

TAX-QUALIFIED RETIREMENT PLANS

Each fund is available for your tax-deferred retirement plan. Call or write
us and request the appropriate forms for:

o Individual Retirement Accounts (IRAs)

o 403(b) plans for employees of public school systems and non-profit
organizations

o Profit sharing plans and pension plans for corporations and other
employers

If your IRA and 403(b) accounts do not total $10,000, each account is
subject to an annual $10 fee, up to a total of $30 per year.

You can also transfer your tax-deferred plan to us from another company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

(3) Shares being acquired must be qualified for sale in your state of
residence.

(4) Transactions requesting a specific price and date, other than open orders,
will be refused.

(8) Unusual stock market conditions have in the past resulted in an
increase in the number of shareholder telephone calls. If you experience
difficulty in reaching us during such periods, you may send your
transaction instructions by mail, express mail or courier service, or you
may visit one of our Investors Centers. You may also use our Automated
Information Line if you have requested and received an access code and are
not attempting to redeem shares.

(10) We will perform special inquiries on shareholder accounts. A research
fee of $15 may be applied.

REPORTS TO SHAREHOLDERS

No later than January 31 of each year, we will send you reports that you
may use in completing your U.S. income tax return. See the Shareholder
Services Guide for more information.

EMPLOYER-SPONSORED RETIREMENT PLANS AND INSTITUTIONAL ACCOUNTS

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

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

Investments by telephone pursuant to your prior authorization to us to draw
on your bank account are considered received at the time of your telephone call.

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be summarized
as follows:

its cost when purchased, and thereafter by assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the instrument.

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

The net asset value of the retail class of each fund is published in
leading newspapers daily. The net asset value of the institutional class may be
obtained by calling us.

DISTRIBUTIONS

GENERAL INFORMATION ABOUT DISTRIBUTIONS

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

TAXES

Distributions on fund shares are taxable to you regardless of whether they
are taken in cash or reinvested, even if the value of your shares is below your
cost. If you purchase shares shortly before a distribution, you must pay income
taxes on the distribution, even though the value of your investment (plus cash
received, if any) remains the same. In addition, the share price at the time you
purchase shares may include unrealized gains in the securities held in the
investment portfolio of a fund. If these portfolio securities are subsequently
sold and the gains are realized,

they will, to the extent not offset by capital losses, be paid to you as a
distribution of capital gains and will be taxable to you as short-term or
long-term capital gains. (See "General Information About Distributions," page
20.)

MANAGEMENT

INVESTMENT MANAGEMENT

and analysts acting together to manage the assets of the funds. The team meets
regularly to review portfolio holdings and to discuss purchase and sale
activity. The team adjusts holdings in the funds' portfolios as they deem
appropriate in pursuit of the funds' investment objectives. Individual portfolio
managers may also adjust portfolio holdings of the funds as necessary between
meetings.

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

THEODORE J. TYSON joined Investors Research in 1988 and has been a member
of the International Equity and International Small Company Fund team since its
inception in 1991.

For the services provided to the funds, Investors Research receives a
management fee calculated as a percentage of the average net assets of the fund
as follows:

FUND Percent of Average Net Assets
- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY 1.70% of first $1 billion
1.05% of the next $1 billion
0.80% over $2 billion

INTERNATIONAL SMALL COMPANY FUND 1.80%
- --------------------------------------------------------------------------------

Effective September 3, 1996, Investors Research has voluntarily reduced its
annual management fee on the funds as follows:

FUND Percent of Average Net Assets
- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY 1.30% of first $1 billion
1.00% of the next $1 billion
0.90% over $2 billion

INTERNATIONAL SMALL COMPANY FUND 1.55% of first $500 million
1.20% of the next $500 million
1.00% over $1 billion
- --------------------------------------------------------------------------------

Investors Research will submit a new management agreement for shareholder
approval in July 1997 that reflects the reduced fee structure.

expenses of other funds should be careful to compare only the ratio of total
expenses to average net assets contained in the Financial Highlights Table found
on page 5 of this Prospectus to the same ratio of the other funds.

CODE OF ETHICS

TRANSFER AND ADMINISTRATIVE SERVICES

DISTRIBUTION OF FUND SHARES

The funds' shares are distributed by Twentieth Century Securities, Inc.
(The "Distributor"), a registered broker dealer and an affiliate of the funds'
investment manager. Investors Research pays all expenses for promoting sales of,
and distributing the institutional class of, the fund shares offered by this
Prospectus. The institutional class of shares does not pay any commissions or
other fees to the Distributor or to any other broker dealers or financial
intermediaries in connection with the distribution of fund shares.

FURTHER INFORMATION ABOUT TWENTIETH CENTURY

Twentieth Century World Investors, Inc. was organized as a Maryland
corporation on December 28, 1990.

The principal office of Twentieth Century World Investors is Twentieth
Century Tower, 4500 Main Street, P.O. Box 419385, Kansas City, Missouri
64141-6385. All inquiries may be made by mail to that address, or by phone to
1-800-345-3533. (For local Kansas City area or international callers:
816-531-5575.)

Each of the funds described in this Prospectus offers four classes of
shares: a retail class, an institutional class, a service class, and an advisor
class. The shares offered by this Prospectus are institutional class shares and
have no up-front charges, commissions, or 12b-1 fees.

The retail class is primarily made available to retail investors. The
service class and distribution class are primarily offered to institutional
investors or through institutional distribution channels, such as
employer-sponsored retirement plans or through banks, broker dealers, insurance
companies or other financial intermediaries. The other classes have different
fees, expenses, and/or minimum investment requirements than the institutional
class. Different fees and expenses will affect performance. For additional
information concerning the retail class of shares, call us at 1-800-345-2021.
For additional information concerning the service class and distribution class,
call us at 1-800-345-3533 or contact a sales representative or financial
intermediary who offers those classes of shares.

Except as described below, all classes of shares of a fund have identical
voting, dividend, liquidation and other rights, preferences, terms and
conditions. The only differences among the various classes are (a) each class
may be subject to different expenses specific to that class, (b) each class has
a different identifying designation or name, (c) each class has exclusive voting
rights with respect to matters solely affecting such class, (d) each class may
have different exchange privileges, and (e) the institutional class may provide
for automatic conversion from that class into shares of another class of the
same fund.

(This page left blank intentionally.)

TWENTIETH CENTURY
WORLD INVESTORS
INSTITUTIONAL CLASS PROSPECTUS

SEPTEMBER 3, 1996

[company logo]
Investments That Work(TM)
- -----------------------------------------------------
P.O. BOX 419385
KANSAS CITY, MISSOURI
64141-6385
- -----------------------------------------------------
Person-to-person assistance:
1-800-345-3533 OR 816-531-5575
- -----------------------------------------------------
Automated information line:
1-800-345-8765
- -----------------------------------------------------
Telecommunications Device for the Deaf:
1-800-634-4113 OR 816-753-1865
- -----------------------------------------------------
Fax: 816-340-7962
- -----------------------------------------------------
Internet address: HTTP://TWENTIETH-CENTURY.COM
- -----------------------------------------------------

<PAGE>
TWENTIETH CENTURY
WORLD INVESTORS
ADVISOR CLASS PROSPECTUS

SEPTEMBER 3,
1996
- --------------------------------------------------------------------------------

TWENTIETH CENTURY

RISK OF FOREIGN INVESTMENTS

Investment in securities of foreign issuers typically involves a greater
degree of risk than investment in domestic securities. (See "Risk Factors," page
10.)

NO-LOAD MUTUAL FUNDS

The funds offered by this Prospectus (the advisor class shares) are
"no-load" investments which means there are no sales charges or commissions. The
advisor class shares are subject to a Rule 12b-1 services fee as described in
this Prospectus.

The advisor class shares are intended for purchase by participants in
employer-sponsored retirement or savings plans and for persons purchasing shares
through broker dealers, banks, insurance companies and other financial
intermediaries that provide various administrative and distribution services.

Twentieth Century Mutual Funds
4500 Main Street o P.O. Box 419385
Kansas City, MO 64141-6385
1-800-345-3533

Local and international calls:
816-531-5575

Telecommunications device for the deaf:
1-800-345-1833

In Missouri: 816-753-0700

Internet address:
http://twentieth-century.com

<PAGE>

INVESTMENT OBJECTIVES OF THE FUNDS
- --------------------------------------------------------------------------------

TWENTIETH CENTURY INTERNATIONAL EQUITY

TWENTIETH CENTURY INTERNATIONAL SMALL COMPANY FUND

There is no assurance that the funds will achieve their respective investment
objectives.
- --------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED BY THE FUNDS TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY OR ON BEHALF OF THE FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.

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

TRANSACTION AND OPERATING EXPENSE TABLE ............................. 4
FINANCIAL HIGHLIGHTS ................................................ 5

INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS .................................... 7
International Equity ........................................... 7
International Small Company Fund ............................... 7
Policies Applicable to Both Funds .............................. 8
RISK FACTORS ........................................................ 10
Investing in Foreign Securities Generally ...................... 10
Speculative Nature of International Small Company Fund ......... 11
Investing in Emerging Market Countries ......................... 11
Investing in Smaller Companies ................................. 12
Investing in Lower Quality Debt Instruments .................... 12
OTHER INVESTMENT PRACTICES .......................................... 12
Forward Currency Exchange Contracts ............................ 12
Indirect Foreign Investment .................................... 13
Sovereign Debt Obligations ..................................... 13
Portfolio Turnover ............................................. 13
Repurchase Agreements .......................................... 14
When-Issued Securities ......................................... 14
Short Sales .................................................... 14
Rule 144A Securities ........................................... 15
PERFORMANCE ADVERTISING ............................................. 15

HOW TO INVEST WITH TWENTIETH CENTURY

HOW TO EXCHANGE YOUR INVESTMENT FROM ONE
TWENTIETH CENTURY FUND TO ANOTHER .............................. 17
HOW TO REDEEM SHARES ................................................ 17
Special Requirements for Large Redemptions .................... 17
TELEPHONE SERVICES .................................................. 18
Investors Line ................................................. 18
Automated Information Line ..................................... 18

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE ......................................................... 19
When Share Price Is Determined ................................. 19
How Share Price Is Determined .................................. 19
Where to Find Information About Share Price .................... 20
DISTRIBUTIONS ....................................................... 20
General Information About Distributions ........................ 20
TAXES ............................................................... 21
MANAGEMENT .......................................................... 22
Investment Management .......................................... 22
Code of Ethics ................................................. 24
Transfer and Administrative Services ........................... 24
DISTRIBUTION SERVICES ............................................... 24
FURTHER INFORMATION ABOUT TWENTIETH CENTURY ......................... 25

TRANSACTION AND OPERATING EXPENSE TABLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
International
International Small Company
Equity Funds

ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets):

Management Fees(4) 1.20%(3) 1.75%(3)
12b-1 Fees(5) 0.50% 0.50%
Other Expenses(6) 0.00% 0.00%
Total Fund Operating Expenses(4) 1.70%(3) 2.25%(3)

Example

You would pay the following expenses on a $1,000 1 year $ 17 $ 20
investment, assuming (1) a 5% annual return and 3 years 53 62
(2) redemption at the end of each time period(4): 5 years 92 107
10 years 199 231
</TABLE>

(1) Redemption proceeds sent by wire are subject to a $10 processing fee.

(2) Shares of International Small Company Fund exchanged or redeemed within 180
days of their purchase are subject to a redemption fee of 2.0% of the value
of the shares exchanged or redeemed. This redemption fee is retained by the
fund. (See "How to Exchange Your Investment from One Twentieth Century
Account to Another," page 17 and "How to Redeem Shares," page 17.)

(3) The manager has voluntarily reduced its annual management fee on
International Equity to 1.25% of the first $1 billion of average net
assets, 0.95% of the next $1 billion, and 0.85% of average net assets over
$2 billion, and its annual management fee on International Small Company
Fund to 1.50% of the first $500 million of average net assets, 1.15% of the
next $500 million average net assets, and 0.95% of average net assets over
$1 billion through July 31, 1997. The manager will submit a new management
agreement for shareholder approval in July 1997 that reflects the reduced
fee structure. For more information on the management fee structure of the
funds, see "Investment Management" at page 22.

(4) Assumes, in accordance with Securities and Exchange Commission guidelines,
that the assets of International Equity and International Small Company
Fund remain constant at $1,210,441,553 and $114,579,142, respectively, the
assets of the funds as of November 30, 1995, and that the reduced
management fees for International Equity and International Small Company
Fund had been in effect throughout the periods indicated.

(5) The 12b-1 fee is designed to permit investors to purchase advisor class
shares through broker dealers, banks, insurance companies and other
financial intermediaries. A portion of the fee is used to compensate them
for ongoing recordkeeping and administrative services that would otherwise
be performed by an affiliate of the manager, and a portion is used to
compensate them for distribution and other shareholder services. See
"Distribution Services," page 24.

(6) Other expenses, the fees and expenses of those directors who are not
"interested persons" as defined in the Investment Company Act, were .001
of 1% of average net assets for the most recent fiscal year.

The shares offered by this Prospectus are advisor class shares. The funds
offer three other classes of shares, one of which is primarily available to
retail investors and two that are primarily available to institutional
investors. The other classes have different fee structures than the advisor
class, resulting in different performance for those classes. For additional
information about the various classes, see "Further Information About Twentieth
Century," at page 25.

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

The advisor class of the funds was established September 3, 1996. The
financial information in these tables regarding selected per share data for each
of the funds reflects the performance of the funds' retail class of shares,
which has a total expense ratio that is 0.25% lower than the advisor class. Had
the advisor class been in existence for such funds for the time periods
presented, the funds' performance information would be lower as a result of the
additional expense.

INTERNATIONAL EQUITY
<TABLE>
<CAPTION>
Years ended November 30, May 9, 1991
------------------------------------------------------------- (inception) through
1995 1994 1993 1992 Nov. 30, 1991
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD...................... $7.47 $7.34 $5.79 $5.33 $5.10
----- ----- ----- ----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income(1) (Loss).................... .01 (.04) (.04) .06 .01

From Net
Investment Income................... -- -- (.036) (.005) --

In Excess of Net
Investment Income................... -- -- (.155) (.002) --

From Net Realized
Gains on Security
Transactions........................ (.372) (.402) -- -- --
----- ----- ----- ----- -----
Total Distributions................. (.372) (.402) (.191) (.007) --
----- ----- ----- ----- -----
NET ASSET VALUE,
END OF PERIOD............................ $7.51 $7.47 $7.34 $5.79 $5.33
----- ----- ----- ----- -----
TOTAL RETURN(2)..................... 5.93% 7.28% 31.04% 8.77% 4.51%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets.................. 1.77% 1.84% 1.90% 1.91% 1.93%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets.......................... .25% (.53%) (.34%) 95% .26%(3)

Portfolio Turnover Rate............. 169% 242% 255% 180% 84%

Average Commission
Paid per Share Traded............... $.002 -- -- -- --

Net Assets, End
of Period (in thousands)........$1,210,442 $1,316,642 $759,238 $215,346 $43,076

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

(3) Annualized

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (continued)

Net Investment
Income(1) (Loss).................... .03 (.02)

Net Realized and Unrealized
Gains on Investments and
Foreign Currency Transactions....... .28 .41
----- -----
Total from
Investment Operations............... .31 .39
----- -----
DISTRIBUTIONS

From Net
Investment Income................... -- --

In Excess of Net
Investment Income................... -- --

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets.................. 2.00% 2.00%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets.......................... .27% (.48%)(3)

Portfolio Turnover Rate............. 168% 56%

Average Commission
Paid per Share Traded............... $.004 --

Net Assets, End
of Period (in thousands)............ $114,579 $111,201

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

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

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

(3) Annualized

INFORMATION REGARDING THE FUNDS
- --------------------------------------------------------------------------------

INVESTMENT POLICIES OF THE FUNDS

YOU SHOULD READ AND CAREFULLY CONSIDER THE INFORMATION UNDER "RISK
FACTORS," PAGE 10, BEFORE MAKING AN INVESTMENT IN EITHER FUND.

TWENTIETH CENTURY INTERNATIONAL EQUITY

TWENTIETH CENTURY INTERNATIONAL SMALL COMPANY FUND

The investment objective of the International Small Company Fund is
capital growth. The fund will seek to achieve its investment objective by
investing primarily in an internationally diversified portfolio of equity
securities of issuers that meet certain fundamental and technical standards of
selection (relating primarily to acceleration of earnings and revenues). The
fund will invest its assets primarily in equity securities of smaller foreign
issuers(those issuers having, at the time of investment, a market capitalization
of less than U.S. $1 billion or a public float of less than U.S. $500 million).
The "public float" of an issuer is defined as the aggregate market value of the
issuer's outstanding securities held by non-affiliates of the issuer. The fund
may invest up to 50% of its assets in securities of issuers in emerging market
countries.

POLICIES APPLICABLE TO BOTH FUNDS

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

include securities whose value or return is derived from the value or return of
a different security. An example of one type of derivative security in which the
funds might invest is a depositary receipt.

To the extent a fund assumes a defensive position, it will not be pursuing
its investment objective of capital growth.

RISK FACTORS

INVESTING IN FOREIGN SECURITIES GENERALLY

foreign stock exchanges, brokers and issuers which may make it difficult to
enforce contractual obligations.

SPECULATIVE NATURE OF INTERNATIONAL SMALL COMPANY FUND

INVESTING IN EMERGING MARKET COUNTRIES

INVESTING IN SMALLER COMPANIES

INVESTING IN LOWER QUALITY DEBT INSTRUMENTS

OTHER INVESTMENT PRACTICES

For additional information, see "Investment Restrictions" in the Statement
of Additional Information.

FORWARD CURRENCY EXCHANGE CONTRACTS

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

dates for that purchase or sale. This practice is sometimes referred to as
"transaction hedging." Each fund may enter into transaction hedging contracts
with respect to all or a substantial portion of its trades.

INDIRECT FOREIGN INVESTMENT

SOVEREIGN DEBT OBLIGATIONS

PORTFOLIO TURNOVER

The total portfolio turnover rate of the funds is shown in the Financial
Highlights Table on page 5 of this Prospectus.

The portfolio turnover of each fund may be higher than other mutual funds
with similar investment objectives. Higher turnover would

generate correspondingly greater brokerage commissions, which is a cost that
each fund pays directly. It may also affect the character of capital gains, if
any, realized and distributed by a fund since short-term capital gains are
taxable as ordinary income.

REPURCHASE AGREEMENTS

The funds will not invest more than 15% of their respective assets in
repurchase agreements maturing in more than seven days.

WHEN-ISSUED SECURITIES

SHORT SALES

RULE 144A SECURITIES

The funds may invest up to 15% of their respective assets in illiquid
securities (securities

that may not be sold within seven days at approximately the price used in
determining the net asset value of fund shares), including restricted
securities. Although securities which may be resold only to qualified
institutional buyers in accordance with the provisions of Rule 144A under the
Securities Act of 1933 are considered "restricted securities," each fund may
purchase Rule 144A securities without regard to the percent- age limitations
described above when Rule 144A securities present an attractive investment
opportunity and otherwise meet the fund's criteria of selection, and also meet
the liquidity guidelines established for Rule 144A securities.

PERFORMANCE ADVERTISING

From time to time, the funds may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative total return or average annual total return. Performance
data may be quoted separately for the advisor class and the other classes
offered by the funds.

All performance information advertised by the funds is historical in nature
and is not intended to represent or guarantee future results. The value of fund
shares when redeemed may be more or less than their original cost.

HOW TO INVEST WITH TWENTIETH CENTURY
- --------------------------------------------------------------------------------

The following section explains how purchase, exchange and redeem advisor
class shares of the funds offered by this Prospectus.

One or more of the funds offered by this Prospectus is available as an
investment option under your employer-sponsored retirement or savings plan or
through or in connection with a program, product or service offered by a
financial intermediary, such as a bank, broker dealer or an insurance company.
Since all records of your share ownership are maintained by your plan sponsor,
plan recordkeeper, or other financial intermediary, all orders to purchase,
exchange and redeem shares must be made through your employer or other financial
intermediary, as applicable. If you are purchasing through a retirement or
savings plan, the administrator of your plan or your employee benefits office
can provide you with information on how to participate in your plan and how to
select a Twentieth Century fund as an investment option. If you are purchasing
through a financial intermediary, you should contact your service representative
at the financial intermediary for information about how to select a Twentieth
Century fund.

If you have questions about a fund, see "Information About Investment
Policies of the Funds," page 7, or call Twentieth Century's Investors Line at
1-800-345-3533.

Orders to purchase shares are effective on the day Twentieth Century
receives payment. (See "When Share Price is Determined," page 19.)

Twentieth Century may discontinue offering shares generally in the funds
(including any class of shares of a fund) or in any particular state without
notice to shareholders.

HOW TO EXCHANGE YOUR INVESTMENT FROM ONE TWENTIETH CENTURY FUND TO ANOTHER

Your plan or program may permit you to exchange your investment in the
shares of a fund for shares of another fund. See your plan administrator,
employee benefits office or financial intermediary for details on the rules in
your plan governing exchanges.

Exchanges are made at the respective net asset values, next computed after
receipt of the exchange instruction by us. If in any 90-day period, the total of
the exchanges and redemptions from the account of any one plan participant or
financial intermediary client exceeds the lesser of $250,000 or 1% of a fund's
assets, further exchanges may be subject to special requirements to comply with
the funds' policy on large redemptions. (See "Special Requirements for Large
Redemptions," page 18.)

IN ORDER TO DISCOURAGE THE EXCHANGE OF SHARES OF INTERNATIONAL SMALL
COMPANY FUND SHORTLY AFTER THEIR PURCHASE, EXCHANGE OF THOSE SHARES WITHIN 180
DAYS OF THEIR PURCHASE WILL BE SUBJECT TO A REDEMPTION FEE OF 2.0% OF THE VALUE
OF THE SHARES EXCHANGED. This fee will be retained by the fund to help minimize
the impact such exchanges have on fund performance and, hence, on the other
shareholders of the fund. For the purposes of determining the applicability of
this fee, shares first purchased will be deemed to be the shares first
exchanged. The funds reserve the right to modify their policy regarding this
redemption fee or to waive such policy in whole or in part for certain classes
of investors.

HOW TO REDEEM SHARES

Subject to any restrictions imposed by your employer's plan or financial
intermediary's program, you can sell ("redeem") your shares through the plan or
financial intermediary at their net asset value. Your plan administrator,
trustee, or financial intermediary or other designated person must provide
us with redemption instructions. The shares will be redeemed at the net asset
value next computed after receipt of the instructions in good order. (See "When
Share Price Is Determined," page 19.) If you have any questions about how to
redeem, contact your plan administrator, employee benefits office, or service
representative at your financial intermediary, as applicable.

REQUIREMENTS FOR LARGE REDEMPTIONS

The funds have elected to be governed by Rule 18f-1 under the Investment
Company Act, which obligates each fund to redeem shares in cash, with respect to
any one participant account during any 90-day period, up to the lesser of
$250,000 or 1% of the assets of the fund. Although redemptions in excess of this
limitation will also normally be paid in cash, the funds reserve the right to
honor these redemptions by making payment in whole or in part in readily
marketable securities (a "redemption-in-kind"). If payment is made in
securities, the securities will be selected by the fund, will be valued in the
same manner as they are in computing the fund's net asset value and will be
provided to the redeeming plan participant or financial intermediary in lieu
of cash without prior notice.

If you expect to make a large redemption and would like to avoid any
possibility of being paid in securities, you may do so by providing us
with an unconditional instruction to redeem at least 15 days prior to the date
on which the redemption transaction is to occur. The instruction must specify
the dollar amount or number of shares to be redeemed and the date of the
transaction. Receipt of your instruction 15 days prior to the transaction
provides the fund with sufficient time to raise the cash in an orderly manner to
pay the redemption and thereby minimizes the effect of the redemption on the
fund and its remaining shareholders.

Despite its right to redeem fund shares through a redemption-in-kind,
the funds do not expect to exercise this option unless a fund has an unusually
low level of cash to meet redemptions and/or is experiencing unusually strong
demands for its cash. Such a demand might be caused, for example, by extreme
market conditions that result in an abnormally high level of redemption requests
concentrated in a short period of time. Absent these or similar circumstances,
the funds expect redemptions in excess of $250,000 to be paid in cash in any
fund with assets of more than $50 million if total redemptions from any one
account in any 90-day period do not exceed one-half of 1% of the total assets of
the fund.

TELEPHONE SERVICES

INVESTORS LINE

You may reach an Investor Services Representative by calling our Investor
Line at 1-800-345-3533. On our Investors Line you may request information about
our funds and a current Prospectus, or get answers to any questions that you may
have about the funds and the services we offer.

AUTOMATED INFORMATION LINE

In addition to reaching us on our Investors Line, you may also reach us by
telephone on our Automated Information Line, 24 hours a day, seven days a week,
at 1-800-345-8675. By calling the Automated Information Line you may listen to
fund prices, yields and total return figures.

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

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

It is the responsibility of your plan recordkeeper or financial
intermediary to transmit your purchase, exchange and redemption requests to the
funds' transfer agent prior to the applicable cut-off time and to make payment
for any purchase transactions in accordance with the funds' procedures or any
contractual arrangement with the funds or the funds' distributor in order for
you to receive that day's price.

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be summarized
as follows:

Pursuant to a determination by the funds' board of directors that such
value represents fair value, debt securities with maturities of 60 days or less
are valued at amortized cost. When a security is valued at amortized cost, it is
valued at its cost when purchased, and thereafter by assuming a constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument.

value is then converted to dollars at the prevailing foreign exchange rate.

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

The net asset value of the retail class of each fund is published in
leading newspapers daily. Because the total expense ratio for the advisor class
shares is 25% higher than the retail class, their net asset values will be lower
than the retail class. The net asset value of the advisor class may be obtained
by calling us.

DISTRIBUTIONS

GENERAL INFORMATION ABOUT DISTRIBUTIONS

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

TAXES

Tax Deferred Accounts. If the advisor class shares are purchased through
tax deferred accounts, such as a qualified employer-sponsored retirement or
savings plan, income and capital gains distributions paid by the funds will
generally not be subject to current taxation, but will accumulate in your
account under the plan on a tax-deferred basis.

Taxable Accounts. If the advisor class shares are purchased through taxable
accounts, distributions of net investment income and net short-term capital
gains are taxable to you as ordinary income. Distributions from net long-term
capital gains are taxable as long-term capital gains regardless of the length of
time you have held the shares on which such distributions are paid. However, you
should note that any loss realized upon the sale or redemption of shares held
for six months or less will be treated as a long-term capital loss to the extent
of any distribution of long-term capital gain to you with respect to such
shares.

In January of the year following the distribution, if you own shares in a
taxable account, you will receive a Form 1099-DIV notifying you of

the status of your distributions for federal income tax purposes.

If you have not complied with certain provisions of the Internal Revenue
Code and Regulations, either Twentieth Century or your financial intermediary
may be required by federal law to withhold and remit to the IRS 31% of
reportable payments (which may include dividends, capital gains distributions
and redemptions). Those regulations require you to certify that the social
security number or tax identification number you provide is correct and that you
are not subject to 31% withholding for previous under-reporting to the IRS. You
will be asked to make the appropriate certification on your application.
Payments reported by Twentieth Century that omit your social security number or
tax identification number will subject Twentieth Century to a penalty of $50,
which will be charged against your account if you fail to provide the
certification by the time the report is filed. This charge is not refundable.

MANAGEMENT

INVESTMENT MANAGEMENT

also adjust portfolio holdings of the funds as necessary between meetings.

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

THEODORE J. TYSON joined Investors Research in 1988 and has been a member
of the International Equity and International Small Company Fund team since its
inception in 1991.

For the services provided to the funds, Investors Research receives a
management fee calculated as a percentage of the average net assets of the fund
as follows:

FUND Percent of Average Net Assets
- -------------------------------------------------------------------------------
INTERNATIONAL EQUITY 1.65% of first $1 billion
1.00% of the next $1 billion
0.75% over $2 billion

INTERNATIONAL SMALL COMPANY FUND 1.75%
- --------------------------------------------------------------------------------

Effective September 3, 1996, Investors Research has voluntarily reduced its
annual management fee on the funds as follows:

FUND Percent of Average Net Assets
- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY 1.25% of first $1 billion
0.95% of the next $1 billion
0.85% over $2 billion

INTERNATIONAL SMALL COMPANY FUND 1.50% of first $500 million
1.15% of the next $500 million
0.95% over $1 billion
- --------------------------------------------------------------------------------

Investors Research will submit a new management agreement for shareholder
approval in July 1997 that reflects the reduced fee structure.

Many other investment companies may refer to or publicize an "investment
management fee" or "management fee" paid by the company to its manager. However,
most such companies also use fund assets to pay for certain expenses of the fund
in addition to the stated management fee. In contrast, the management fee paid
to Investors Research includes payment for almost all fund expenses, with the
exceptions noted. Therefore, potential investors who attempt to compare the
expenses of these funds to the expenses of other funds should be careful to
compare only the ratio of total expenses to average net assets contained in the
Financial Highlights Table found on page 5 of this Prospectus to the same ratio
of the other funds.

The management agreement also provides that the Corporation's board of
directors, upon 60 days' prior written notice to all affected share-

holders, may impose a servicing or administrative fee as a charge against
shareholder accounts.

CODE OF ETHICS

TRANSFER AND ADMINISTRATIVE SERVICES

DISTRIBUTION SERVICES

The funds' shares are distributed by Twentieth Century Securities, Inc.
(the "Distributor"), a registered broker dealer and an affiliate of the
investment manager. The Distributor enters into contracts with various banks,
broker dealers, insurance companies and other financial intermediaries with
respect to the sale of the funds' shares and/or the use of the funds' shares in
various financial services. The Distributor pays all expenses incurred in
promoting sales of, and distributing, the advisor class and in securing such
services.

Rule 12b-1 adopted by the Securities and Exchange Commission ("SEC") under
the 1940 Act permits investment companies that adopt a written plan to pay
certain expenses associated with the distribution of their shares. Pursuant to
that rule, the funds' Board of Directors and the initial shareholder of the
funds' advisor class shares have approved and entered into a Master Distribution
and Shareholder Services Plan (the "Plan") with the Distributor. Pursuant to the
Plan, each fund pays the Distributor a shareholder services fee and a
distribution fee, each equal to .25% (for a total of .50%) per annum of the
average daily net assets of the shares of the funds' advisor class. The
shareholder services fee is paid for the purpose of paying the costs of securing
certain shareholder and administrative services, and the distribution fee is
paid for the purpose of paying the costs of providing various distribution
services. All or a portion of such fees are paid by the Distributor to the
banks, broker dealers, insurance companies or other financial intermediaries
through which such shares are made available.

The plan has been adopted and will be administered in accordance with the
requirements of Rule 12b-1 under the 1940 Act. For additional information about
the Plan and its

terms, see "Master Distribution and Shareholder Services Plan" in the Statement
of Additional Information. Fees paid pursuant to the Plan may be paid for
shareholder services and the maintenance of accounts and therefore may
constitute "service fees" for purposes of applicable rules of the National
Association of Securities Dealers.

FURTHER INFORMATION ABOUT TWENTIETH CENTURY

Twentieth Century World Investors, Inc. was organized as a Maryland
corporation on December 28, 1990.

Each of the funds described in this Prospectus offers four classes of
shares: a retail class, an institutional class, a service class, and an advisor
class. The shares offered by this Prospectus are advisor class shares and have
no up-front charges or commissions.

The retail class is primarily made available to retail investors. The
institutional class and service class are primarily offered to institutional
investors or through institutional distribution channels, such as
employer-sponsored retirement plans or through banks, broker dealers, insurance
companies or other financial intermediaries. The other classes have different
fees, expenses, and/or minimum investment requirements than the advisor class.
Different fees and expenses will affect performance. For additional information
concerning the retail class of shares, call a Twentieth Century retail investor
services representative at 1-800-345-2021. For information concerning the
institutional or service classes of shares not offered by this Prospectus, call
a Twentieth Century institutional investor services representative at
1-800-345-3533 or contact a sales representative or financial intermediary who
offers those classes of shares.

Except as described below, all classes of shares of a fund have identical
voting, dividend, liquidation and other rights, preferences, terms and
conditions. The only differences among the various classes are (a) each class
may be subject to different expenses specific to that class, (b) each class has
a different identifying designation or name, (c) each class has exclusive voting
rights with respect to matters solely affecting such class, (d) each class may
have different exchange privileges, and (e) the institutional class may provide
for automatic conversion from that class into shares of another class of the
same fund.

Unless required by the Investment Company Act, it will not be necessary for
the funds to hold annual meetings of shareholders. As a result, shareholders may
not vote each year on the

election of directors or the appointment of auditors. However, pursuant to the
funds' bylaws, the holders of shares representing at least 10% of the votes
entitled to be cast may request the funds to hold a special meeting of
shareholders. We will assist in the communication with other shareholders.

(This page left blank intentionally.)

TWENTIETH CENTURY
WORLD INVESTORS
ADVISOR CLASS PROSPECTUS

SEPTEMBER 3, 1996

[company logo]
Investments That Work(TM)
- -----------------------------------------------------
P.O. BOX 419385
KANSAS CITY, MISSOURI
64141-6385
- -----------------------------------------------------
Person-to-person assistance:
1-800-345-3533 OR 816-531-5575
- -----------------------------------------------------
Automated information line:
1-800-345-8765
- -----------------------------------------------------
Telecommunications Device for the Deaf:
1-800-345-1833 OR 816-753-1865
- -----------------------------------------------------
Fax: 816-340-7962
- -----------------------------------------------------
Internet address: http://twentieth-century.com
- -----------------------------------------------------

<PAGE>
TWENTIETH CENTURY
WORLD INVESTORS
SERVICE CLASS PROSPECTUS

SEPTEMBER 3,
1996
- --------------------------------------------------------------------------------

TWENTIETH CENTURY

Twentieth Century World Investors, Inc., a member of the Twentieth Century
family of funds, is a diversified, open-end management investment company. Two
series of shares offered by Twentieth Century, Twentieth Century International
Equity and Twentieth Century International Small Company Fund (the "funds")
are described in this Prospectus. The investment objectives of the funds are
listed on the inside cover of this Prospectus.

RISK OF FOREIGN INVESTMENTS

Investment in securities of foreign issuers typically involves a greater
degree of risk than investment in domestic securities. (See "Risk Factors," page
10.)

NO-LOAD MUTUAL FUNDS

The funds offered by this Prospectus (the service class shares) are
"no-load" investments which means there are no sales charges or commissions. The
service class shares are subject to a Rule 12b-1 services fee as described in
this Prospectus.

The service class shares are intended for purchase by participants in
employer-sponsored retirement or savings plans and for persons purchasing shares
through financial intermediaries, such as banks, broker dealers and insurance
companies that provide various recordkeeping and administrative services. One or
more of the funds described in this Prospectus is available as an investment
option in your employer's plan or under a program or service offered by a
financial institution or other entity that will provide you with various
recordkeeping and other administrative services.

Twentieth Century Mutual Funds
4500 Main Street o P.O. Box 419385
Kansas City, MO 64141-6385
1-800-345-3533

Local and international calls:
816-531-5575

Telecommunications device for the deaf:
1-800-345-1833

In Missouri: 816-753-0700

Internet address:
http://twentieth-century.com

<PAGE>

INVESTMENT OBJECTIVES OF THE FUNDS
- --------------------------------------------------------------------------------

TWENTIETH CENTURY INTERNATIONAL EQUITY

TWENTIETH CENTURY INTERNATIONAL SMALL COMPANY FUND

SHARES OF THE FUND EXCHANGED OR REDEEMED WITHIN 180 DAYS OF THEIR PURCHASE ARE
SUBJECT TO A REDEMPTION FEE OF 2.0% OF THE VALUE OF THE SHARES EXCHANGED OR
REDEEMED. This redemption fee is retained by the fund and is intended to
discourage shareholders from exchanging or redeeming their shares shortly after
their purchase, as well as minimize the impact such exchanges and redemptions
have on fund performance and, hence, on the other shareholders of the fund.

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

TRANSACTION AND OPERATING EXPENSE TABLE ............................. 4
FINANCIAL HIGHLIGHTS ................................................ 5

INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS .................................... 7
International Equity ........................................... 7
International Small Company Fund ............................... 7
Policies Applicable to Both Funds .............................. 8
RISK FACTORS ........................................................ 10
Investing in Foreign Securities Generally ...................... 10
Speculative Nature of International
Small Company Fund ........................................ 11
Investing in Emerging Market Countries ......................... 11
Investing in Smaller Companies ................................. 12
Investing in Lower Quality Debt Instruments .................... 12
OTHER INVESTMENT PRACTICES .......................................... 12
Forward Currency Exchange Contracts ............................ 12
Indirect Foreign Investment .................................... 13
Sovereign Debt Obligations ..................................... 13
Portfolio Turnover ............................................. 13
Repurchase Agreements .......................................... 14
When-Issued Securities ......................................... 14
Short Sales .................................................... 14
Rule 144A Securities ........................................... 15
PERFORMANCE ADVERTISING ............................................. 15

HOW TO INVEST WITH TWENTIETH CENTURY

HOW TO EXCHANGE YOUR INVESTMENT FROM ONE
TWENTIETH CENTURY FUND TO ANOTHER .............................. 17
HOW TO REDEEM SHARES ................................................ 17
Special Requirements for Large Redemptions ..................... 17
TELEPHONE SERVICES .................................................. 18
Investors Line ................................................. 18
Automated Information Line ..................................... 18

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE ......................................................... 19
When Share Price Is Determined ................................. 19
How Share Price Is Determined .................................. 19
Where to Find Information About Share Price .................... 20
DISTRIBUTIONS ....................................................... 20
General Information About Distributions ........................ 20
TAXES ............................................................... 21
MANAGEMENT .......................................................... 22
Investment Management .......................................... 22
Code of Ethics ................................................. 24
Transfer and Administrative Services ........................... 24
SERVICE FEES ........................................................ 24
DISTRIBUTION SERVICES ............................................... 25
FURTHER INFORMATION ABOUT TWENTIETH CENTURY ......................... 25

TRANSACTION AND OPERATING EXPENSE TABLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
International
International Small Company
Equity Fund
SHAREHOLDER TRANSACTION EXPENSES:
<S> <C> <C>
Maximum Sales Load Imposed on Purchases none none
Maximum Sales Load Imposed on Reinvested Dividends none none
Deferred Sales Load none none
Redemption Fee none none(1)
Exchange Fee none none

ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets):

Management Fees(3) 1.20%(2) 1.50%(2)
12b-1 Fees(4) 0.25% 0.25%
Other Expenses(5) 0.00% 0.00%
Total Fund Operating Expenses(3) 1.45%(2) 1.75%(2)

Example

You would pay the following expenses on a $1,000 1 year $ 15 $ 18
investment, assuming (1) a 5% annual return and 3 years 46 55
(2) redemption at the end of each time period(3): 5 years 79 94
10 years 172 205
</TABLE>

(1) Shares of International Small Company Fund exchanged or redeemed within 180
days of their purchase are subject to a redemption fee of 2.0% of the value
of the shares exchanged or redeemed. This redemption fee is retained by the
fund. (See "How to Exchange Your Investment from One Twentieth Century
Account to Another," page 17 and "How to Redeem Shares," page 17.)

(2) The manager has voluntarily reduced its annual management fee on
International Equity to 1.25% of the first $1 billion of average net
assets, 0.95% of the next $1 billion, and 0.85%% of average net assets over
$2 billion, and its annual management fee on International Small Company
Fund to 1.50% of the first $500 million of average net assets, 1.15% of the
next $500 million average net assets, and 0.95% of average net assets over
$1 billion through July 31, 1997. The manager will submit a new management
agreement for shareholder approval in July 1997 that reflects the reduced
fee structure. For more information on the management fee structure of the
funds, see "Investment Management" at page 22.

(4) The 12b-1 fee is designed to permit investors to purchase service class
shares through retirement and pension plan administrators and other
financial intermediaries and is used to compensate them for ongoing
recordkeeping and administrative services that would otherwise be performed
by an affiliate of the manager. See "Service Fees," page 24.

The shares offered by this Prospectus are service class shares. The funds
offer three other classes of shares, one of which is primarily available to
retail investors and two that are primarily available to institutional
investors, that have different fee structures than the retail class, resulting
in different performance for the other classes. For additional information about
the various classes, see "Further Information About Twentieth Century," at page
25.

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

The service class of the funds was established September 3, 1996. The
financial information in these tables regarding selected per share data for each
of the funds reflects the performance of the funds' retail class of shares,
which has the same total expense ratio as the service class shares.

INTERNATIONAL EQUITY
<TABLE>
<CAPTION>
Years ended November 30, May 9, 1991
------------------------------------------------------------- (inception) through
1995 1994 1993 1992 Nov. 30, 1991
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD....................$7.47 $7.34 $5.79 $5.33 $5.10
----- ----- ----- ----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income(1) (Loss).................. .01 (.04) (.04) .06 .01

From Net
Investment Income................. -- -- (.036) (.005) --

In Excess of Net
Investment Income................. -- -- (.155) (.002) --

From Net Realized
Gains on Security
Transactions......................(.372) (.402) -- -- --
----- ----- ----- ----- -----
Total Distributions...............(.372) (.402) (.191) (.007) --
----- ----- ----- ----- -----
NET ASSET VALUE,
END OF PERIOD .........................$7.51 $7.47 $7.34 $5.79 $5.33
----- ----- ----- ----- -----
TOTAL RETURN(2)................... 5.93% 7.28% 31.04% 8.77% 4.51%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets................ 1.77% 1.84% 1.90% 1.91% 1.93%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets........................ .25% (.53%) (.34%) 95% .26%(3)

Portfolio Turnover Rate........... 169% 242% 255% 180% 84%

Average Commission
Paid per Share Traded.............$.002 -- -- -- --

Net Assets, End
of Period (in thousands).....$1,210,442 $1,316,642 $759,238 $215,346 $43,076

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

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

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

(3) Annualized
</TABLE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (continued)

Net Investment
Income(1) (Loss).................... .03 (.02)

Net Realized and Unrealized
Gains on Investments and
Foreign Currency Transactions....... .28 .41
----- -----
Total from
Investment Operations............... .31 .39
----- -----
DISTRIBUTIONS

From Net
Investment Income................... -- --

In Excess of Net
Investment Income................... -- --

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets.................. 2.00% 2.00%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets.......................... .27% (.48%)(3)

Portfolio Turnover Rate............. 168% 56%

Average Commission
Paid per Share Traded............... $.004 --

Net Assets, End
of Period (in thousands)............ $114,579 $111,201

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

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

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

(3) Annualized

INFORMATION REGARDING THE FUNDS
- --------------------------------------------------------------------------------

INVESTMENT POLICIES OF THE FUNDS

YOU SHOULD READ AND CAREFULLY CONSIDER THE INFORMATION UNDER "RISK
FACTORS," PAGE 10, BEFORE MAKING AN INVESTMENT IN EITHER FUND.

TWENTIETH CENTURY INTERNATIONAL EQUITY

TWENTIETH CENTURY INTERNATIONAL SMALL COMPANY FUND

50% of its assets in securities of issuers in emerging market countries.

POLICIES APPLICABLE TO BOTH FUNDS

To the extent a fund assumes a defensive position, it will not be pursuing
its investment objective of capital growth.

(subject to the investment policies of the particular fund) or region.

RISK FACTORS

INVESTING IN FOREIGN SECURITIES GENERALLY

SPECULATIVE NATURE OF INTERNATIONAL SMALL COMPANY FUND

INVESTING IN EMERGING MARKET COUNTRIES

value of the portfolio security or, if the fund has entered into a contract to
sell the security, liability to the purchaser.

INVESTING IN SMALLER COMPANIES

INVESTING IN LOWER QUALITY DEBT INSTRUMENTS

OTHER INVESTMENT PRACTICES

For additional information, see "Investment Restrictions" in the Statement
of Additional Information.

FORWARD CURRENCY EXCHANGE CONTRACTS

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

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

INDIRECT FOREIGN INVESTMENT

SOVEREIGN DEBT OBLIGATIONS

PORTFOLIO TURNOVER

The total portfolio turnover rate of the funds is shown in the Financial
Highlights Table on page 5 of this Prospectus.

in order to achieve those objectives and accordingly, the annual portfolio
turnover rate cannot be anticipated.

REPURCHASE AGREEMENTS

The funds will not invest more than 15% of their respective assets in
repurchase agreements maturing in more than seven days.

WHEN-ISSUED SECURITIES

SHORT SALES

A fund may make a short sale when it wants to sell the security it owns at
a current attractive price, but also wishes to defer recognition of gain or loss
for federal income tax purposes and for

purposes of satisfying certain tests applicable to regulated investment
companies under the Internal Revenue Code.

RULE 144A SECURITIES

PERFORMANCE ADVERTISING

From time to time, the funds may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative total return or average annual total return. Performance
data may be quoted separately for the service class and the other classes
offered by the funds.

fund family. Such combined or blended performance may be compared to the same
indices to which individual funds may be compared.

HOW TO INVEST WITH TWENTIETH CENTURY
- --------------------------------------------------------------------------------

The following section explains how purchase, exchange and redeem advisor
class shares of the funds offered by this Prospectus.

If you have questions about a fund, see "Information About Investment
Policies of the Funds," page 7, or call Twentieth Century's Investors Line at
1-800-345-3533.

Orders to purchase shares are effective on the day Twentieth Century
receives payment. (See "When Share Price is Determined," page 19.)

Twentieth Century may discontinue offering shares generally in the funds
(including any class of shares of a fund) or in any particular state without
notice to shareholders.

HOW TO EXCHANGE YOUR INVESTMENT FROM ONE TWENTIETH FUND TO ANOTHER

HOW TO REDEEM SHARES

Subject to any restrictions imposed by your employer's plan or financial
intermediary's program, you can sell ("redeem") your shares through the plan or
financial intermediary at their net asset value. Your plan administrator,
trustee, or financial intermediary or other designated person must provide us
with redemption instructions. The shares will be redeemed at the net asset value
next computed after receipt of the instructions in good order. (See "When Share
Price Is Determined," page 19.) If you have any questions about how to redeem,
contact your plan administrator, employee benefits office, or

service representative at your financial intermediary, as applicable.

IN ORDER TO DISCOURAGE THE EXCHANGE OF SHARES OF INTERNATIONAL SMALL
COMPANY FUND SHORTLY AFTER THEIR PURCHASE, EXCHANGE OF THOSE SHARES WITHIN 180
DAYS OF THEIR PURCHASE WILL BE SUBJECT TO A REDEMPTION FEE OF 2.0% OF THE VALUE
OF THE SHARES EXCHANGED. This fee will be retained by the fund to help minimize
the impact such exchanges have of fund performance and, hence, on the other
shareholders of the fund. For the purposes of determining the applicability of
this fee, shares first purchased will be deemed to be the shares first
exchanged. The funds reserve the right to modify their policy regarding this
redemption fee or to waive such policy in whole or in part for certain classes
of investors.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

If you expect to make a large redemption and would like to avoid any
possibility of being paid in securities, you may do so by providing us with an
unconditional instruction to redeem at least 15 days prior to the date on which
the redemption transaction is to occur. The instruction must specify the dollar
amount or number of shares to be redeemed and the date of the transaction.
Receipt of your instruction 15 days prior to the transaction provides the fund
with sufficient time to raise the cash in an orderly manner to pay the
redemption and thereby minimizes the effect of the redemption on the fund and
its remaining shareholders.

Despite its right to redeem fund shares through a redemption-in-kind, the
funds do not expect to exercise this option unless a fund has an unusually low
level of cash to meet redemptions and/or is experiencing unusually strong
demands for its cash. Such a demand might be caused, for example, by extreme
market conditions that result in an abnormally high level of redemption requests
concentrated in a short period of time. Absent these or similar circumstances,
the funds expect redemptions in excess of $250,000 to be paid in cash in any
fund with assets of more than $50 million if total redemptions from any one
account in any 90-day period do not exceed one-half of 1% of the total assets of
the fund.

TELEPHONE SERVICES

INVESTORS LINE

AUTOMATED INFORMATION LINE

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

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

It is the responsibility of your plan recordkeeper or financial
intermediary to transmit your purchase, exchange and redemption requests to the
funds' transfer agent prior to the applicable cut-off time for receiving orders
and to make payment for any purchase transactions in accordance with the funds'
procedures or any contractual arrangements with the funds or the funds'
distributor in order for you to receive that day's price.

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be summarized
as follows:

value is then converted to dollars at the prevailing foreign exchange rate.

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

The net asset value of the retail class of each fund is published in
leading newspapers daily. The net asset value of the service class may be
obtained by calling us.

DISTRIBUTIONS

GENERAL INFORMATION ABOUT DISTRIBUTIONS

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

TAXES

In January of the year following the distribution, if you own shares in a
taxable account, you will receive a Form 1099-DIV from either Twentieth Century
or your financial

intermediary notifying you of the status of your distributions for federal
income tax purposes.

If you have not complied with certain provisions of the Internal Revenue
Code and Regulations, either Twentieth Century or your financial intermediary is
required by federal law to withhold and remit to the IRS 31% of reportable
payments (which may include dividends, capital gains distributions and
redemptions). Those regulations require you to certify that the social security
number or tax identification number you provide is correct and that you are not
subject to 31% withholding for previous under-reporting to the IRS. You will be
asked to make the appropriate certification on your application. Payments
reported by Twentieth Century that omit your social security number or tax
identification number will subject Twentieth Century to a penalty of $50, which
will be charged against your account if you fail to provide the certification by
the time the report is filed. This charge is not refundable.

MANAGEMENT

INVESTMENT MANAGEMENT

also adjust portfolio holdings of the funds as necessary between meetings.

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

THEODORE J. TYSON joined Investors Research in 1988 and has been a member
of the International Equity and International Small Company Fund team since its
inception in 1991.

For the services provided to the funds, Investors Research receives a
management fee calculated as a percentage of the average net assets of the fund
as follows:

FUND Percent of Average Net Assets
- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY 1.65% of first $1 billion
1.00% of the next $1 billion
0.75% over $2 billion

INTERNATIONAL SMALL COMPANY FUND 1.75%
- --------------------------------------------------------------------------------

Effective September 3, 1996, Investors Research has voluntarily reduced its
annual management fee on the funds as follows:

INTERNATIONAL SMALL COMPANY FUND 1.50% of first $500 million
1.15% of the next $500 million
0.95% over $1 billion
- --------------------------------------------------------------------------------

Investors Research will submit a new management agreement for shareholder
approval in July 1997 that reflects the reduced fee structure.

The management agreement also provides that the Corporation's board of
directors, upon 60 days' prior written notice to all affected share-

holders, may impose a servicing or administrative fee as a charge against
shareholder accounts.

CODE OF ETHICS

TRANSFER AND ADMINISTRATIVE SERVICES

SERVICE FEES

Certain recordkeeping and administrative services that are provided by the
funds' transfer agent for retail class shareholders may be performed by
insurance companies, retirement and pension plan administrators and
recordkeepers for retirement plans using service class shares as a funding
medium, by broker dealers for their customers investing in shares of the funds,
by sponsors of multi mutual fund no (or low) transaction fee programs and other
financial intermediaries.

The funds' boards of directors have adopted a Shareholder Services Plan
with respect to the service class shares of each fund. Under the Plan, each fund
pays Twentieth Century Securities, Inc. (the "Distributor" a shareholder
services fee of 0.25% annually of the aggregate average daily assets of the
funds' service class shares for the purpose of paying the costs and expenses
incurred by such financial intermediaries in providing such services. The
Distributor enters into contracts with each financial intermediary to make such
shares available through such plans or programs and for the provision of such
services.

The Shareholder Services Plan has been adopted and will be administered in
accordance with the requirements of Rule 12b-1 under the 1940 Act. For
additional information about the Plan and its terms, see "Shareholder Services
Plan" in the Statement of Additional Information. Fees paid pursuant to the Plan
may be paid for shareholder services and the maintenance of accounts and
therefore may constitute "service fees" for purposes of applicable NASD rules.

DISTRIBUTION OF FUND SHARES

The funds' shares are distributed by the Distributor, a registered broker
dealer and an affiliate of the funds' investment manager. Investors Research
pays all expenses for promoting sales of, and distributing the service class of,
the fund shares offered by this Prospectus. The service class of shares does not
pay any commissions or other fees to the distributor or to any other broker
dealers or financial intermediaries in connection with the distribution of fund
shares.

FURTHER INFORMATION ABOUT TWENTIETH CENTURY

Twentieth Century World Investors, Inc. was organized as a Maryland
corporation on December 28, 1990.

Each of the funds described in this Prospectus offers four classes of
shares: a retail class, an institutional class, a service class, and an advisor
class. The shares offered by this Prospectus are service class shares and have
no up-front charges or commissions.

Except as described below, all classes of shares of a fund have identical
voting, dividend, liquidation and other rights, preferences, terms and
conditions. The only differences among the various classes are (a) each class
may be subject to different expenses specific to that class, (b) each class has
a different identifying designation or name, (c) each class has exclusive voting
rights with respect to matters solely affecting such class, (d) each class may
have different exchange privileges, and (e) the institutional class may provide
for automatic conversion from that class into shares of another class of the
same fund.

Shares have non-cumulative voting rights, which means that the holders of
more than 50% of the votes cast in an election of directors can

elect all of the directors if they choose to do so, and in such event the
holders of the remaining less-than-50% of the votes will not be able to elect
any person or persons to the board of directors.

(This page left blank intentionally.)

TWENTIETH CENTURY
WORLD INVESTORS
SERVICE CLASS PROSPECTUS

SEPTEMBER 3, 1996

[company logo]
Investments That Work(TM)
- -----------------------------------------------------
P.O. BOX 419385
KANSAS CITY, MISSOURI
64141-6385
- -----------------------------------------------------
Person-to-person assistance:
1-800-345-3533 OR 816-531-5575
- -----------------------------------------------------
Automated information line:
1-800-345-8765
- -----------------------------------------------------
Telecommunications Device for the Deaf:
1-800-345-1833 OR 816-753-0700
- -----------------------------------------------------
Fax: 816-340-7962
- -----------------------------------------------------
Internet address: HTTP://TWENTIETH-CENTURY.COM
- -----------------------------------------------------

<PAGE>
TWENTIETH CENTURY
WORLD INVESTORS
RETAIL CLASS PROSPECTUS

SEPTEMBER 3,
1996
- --------------------------------------------------------------------------------

TWENTIETH CENTURY

Twentieth Century World Investors, Inc., a member of the Twentieth Century
family of funds, is a diversified, open-end management investment company whose
shares are offered to retail investors without a sales charge. Three series of
shares offered by Twentieth Century, Twentieth Century International Equity,
Twentieth Century International Small Company Funds, and Twentieth Century
Emerging Markets Fund (the "funds") are described in this Prospectus. The
investment objectives of the funds are listed on the inside cover of this
Prospectus.

RISK OF FOREIGN INVESTMENTS

Investment in securities of foreign issuers typically involves a greater
degree of risk than investment in domestic securities. (See "Risk Factors," page
10.)

NO-LOAD MUTUAL FUNDS

Twentieth Century offers retail investors a full line of "no-load" mutual
funds that have no sales charges or commissions.

Twentieth Century Mutual Funds
4500 Main Street o P.O. Box 419200
Kansas City, MO 64141-6200
1-800-345-2021

Local and international calls:
816-531-5575

Telecommunications device for the deaf:
1-800-634-4113

In Missouri: 816-753-1865

Internet address:
http://twentieth-century.com

<PAGE>

INVESTMENT OBJECTIVES OF THE FUNDS
- --------------------------------------------------------------------------------

TWENTIETH CENTURY INTERNATIONAL EQUITY

TWENTIETH CENTURY INTERNATIONAL SMALL COMPANY FUND

TWENTIETH CENTURY EMERGING MARKETS FUND

The investment objective of Twentieth Century Emerging Markets Fund is
capital growth. The fund will seek to achieve its investment objective by
investing primarily in an internationally diversified portfolio of equity
securities of issuers in emerging market countries that are considered by the
investment manager to have prospects for appreciation. Due to the risks
associated with such investments, an investment in this fund may be considered
speculative. The minimum investment amount for this fund is $10,000.

SHARES OF INTERNATIONAL SMALL COMPANY FUND AND EMERGING MARKETS FUND EXCHANGED
OR REDEEMED WITHIN 180 DAYS OF THEIR PURCHASE ARE SUBJECT TO A REDEMPTION FEE OF
2.0% OF THE VALUE OF THE SHARES EXCHANGED OR REDEEMED. This redemption fee is
retained by the fund and is intended to discourage shareholders from exchanging
or redeeming their shares shortly after their purchase, as well as minimize the
impact such exchanges and redemptions have on fund performance and, hence, on
the other shareholders of the fund.

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

Transaction and Operating Expense Table ............................. 4
Financial Highlights ................................................ 5

INFORMATION REGARDING THE FUNDS

Investment Policies of the Funds .................................... 7
International Equity ............................................. 7
International Small Company Fund ................................. 7
Emerging Markets Fund ............................................ 8
Policies Applicable to All Funds ................................. 9
Risk Factors ........................................................ 10
Investing in Foreign Securities Generally ........................ 10
Speculative Nature of International Small Company Fund
and Emerging Markets Fund ...................................... 11
Investing in Emerging Market Countries ........................... 12
Investing in Smaller Companies ................................... 12
Investing in Lower Quality Debt Instruments ...................... 13
Other Investment Practices .......................................... 13
Forward Currency Exchange Contracts .............................. 13
Indirect Foreign Investment ...................................... 14
Sovereign Debt Obligations ....................................... 14
Portfolio Turnover ............................................... 14
Repurchase Agreements ............................................ 14
When-Issued Securities ........................................... 15
Short Sales ...................................................... 15
Rule 144A Securities ............................................. 15
Performance Advertising ............................................. 16

HOW TO INVEST WITH TWENTIETH CENTURY MUTUAL FUNDS AND THE BENHAM GROUP

How to Open an Account .............................................. 17
By Mail .......................................................... 17
By Wire .......................................................... 17
By Exchange ...................................................... 17
In Person ........................................................ 17
Subsequent Investments ........................................... 18
By Mail .......................................................... 18
By Telephone ..................................................... 18
By Wire .......................................................... 18
In Person ........................................................ 18
Automatic Investment Plan ........................................ 18
How to Exchange from One Account to Another ......................... 18
By Mail .......................................................... 19
By Telephone ..................................................... 19
How to Redeem Shares ................................................ 19
By Telephone ..................................................... 19
By Mail .......................................................... 19
By Check-A-Month ................................................. 19
Other Automatic Redemptions ...................................... 19
Redemption Proceeds ................................................. 19
By Check ......................................................... 20
By Wire and ACH .................................................. 20
Special Requirements for Large Redemptions ....................... 20
Automatic Redemption of Shares ................................... 20
Signature Guarantee ................................................. 21
Special Shareholder Services ........................................ 21
Automated Information Line ....................................... 21
Open Order Service ............................................... 21
Tax-Qualified Retirement Plans ................................... 22
Important Policies Regarding Your Investments ....................... 22
Reports to Shareholders ............................................. 23
Employer-sponsored Retirement Plans and Institutional Accounts ...... 23

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price ......................................................... 24
When Share Price Is Determined ................................... 24
How Share Price Is Determined .................................... 24
Where to Find Information About Share Price ...................... 25
Distributions ....................................................... 25
General Information About Distributions .......................... 25
Taxes ............................................................... 26
Management .......................................................... 27
Investment Management ............................................ 27
Code of Ethics ................................................... 29
Transfer and Administrative Services ............................. 29
Distribution of Fund Shares ......................................... 29
Further Information About Twentieth Century ......................... 30

<TABLE>
<CAPTION>
TRANSACTION AND OPERATING EXPENSE TABLE
- ----------------------------------------------------------------------------------------------------
International
International Small Company Emerging
Equity Fund Markets
Shareholder Transaction Expenses:
<S> <C> <C> <C>
Maximum Sales Load Imposed on Purchases none none none
Maximum Sales Load Imposed on Reinvested Dividends none none none
Deferred Sales Load none none none
Redemption Fee(1) none none(2) none(2)
Exchange Fee none none none

Annual Fund Operating Expenses
(as a percentage of net assets):

Management Fees(5) 1.45%(3) 1.75%(3) 2.00%(4)
12b-1 Fees none none none
Other Expenses(6) 0.00% 0.00% 0.00%
Total Fund Operating Expenses(5) 1.45%(3) 1.75%(3) 2.00%

Example

You would pay the following expenses on a $1,000 1 year $ 15 $ 18 $ 20
investment, assuming (1) a 5% annual return and 3 years 46 55 62
(2) redemption at the end of each time period(5): 5 years 79 94 107
10 years 172 205 231
</TABLE>

(1) Redemption proceeds sent by wire are subject to a $10 processing fee.

(2) Shares of International Small Company Fund or Emerging Markets Fund
exchanged or redeemed within 180 days of their purchase are subject to a
redemption fee of 2.0% of the value of the shares exchanged or redeemed.
This redemption fee is retained by the fund. (See "How to Exchange from One
Account to Another," page 18 and "How to Redeem Shares," page 19.)

(3) The manager has voluntarily reduced its annual management fee on
International Equity to 1.50% of the first $1 billion of average net
assets, 1.20% of the next $1 billion, and 1.10% of average net assets over
$2 billion, and its annual management fee on International Small Company
Fund to 1.75% of the first $500 million of average net assets, 1.40% of the
next $500 million average net assets, and 1.20% of average net assets over
$1 billion through July 31, 1997. The manager will submit a new management
agreement for shareholder approval in July 1997 that reflects the reduced
fee structure. For more information on the management fee structure of the
funds, see "Investment Management" at page 27.

(4) Emerging Markets Fund pays an annual management fee equal to 2.00% of the
first $500 million of average net assets, 1.50% of the next $500 million
average net assets, and 1.25% of average net assets over $1 billion.

(5) Assumes, in accordance with Securities and Exchange Commission guidelines,
that the assets of International Equity and International Small Company
Fund remain constant at $1,210,441,553 and $114,579,142, respectively, the
assets of the funds as of November 30, 1995, and that the reduced
management fees for International Equity and International Small Company
Fund had been in effect throughout the periods indicated.

The Financial Highlights for each of the periods presented have been examined by Baird, Kurtz & Dobson, independent
certified public accountants, whose report thereon appears in the corporation's annual report, which is incorporated by
reference into the Statement of Additional Information. The annual report contains additional performance information and will
be made available upon request and without charge.

INTERNATIONAL EQUITY
Years ended November 30, May 9, 1991
------------------------------------------------------------------ (inception) through
1995 1994 1993 1992 Nov. 30, 1991
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD...................... $7.47 $7.34 $5.79 $5.33 $5.10
----- ----- ----- ----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income(1) (Loss).................... .01 (.04) (.04) .06 .01

DISTRIBUTIONS

From Net
Investment Income................... -- -- (.036) (.005) --

In Excess of Net
Investment Income................... -- -- (.155) (.002) --

From Net Realized
Gains on Security
Transactions........................ (.372) (.402) -- -- --
----- ----- ----- ----- -----
Total Distributions................. (.372) (.402) (.191) (.007) --
----- ----- ----- ----- -----
NET ASSET VALUE,
END OF PERIOD............................ $7.51 $7.47 $7.34 $5.79 $5.33
----- ----- ----- ----- -----
TOTAL RETURN(2)..................... 5.93% 7.28% 31.04% 8.77% 4.51%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets.................. 1.77% 1.84% 1.90% 1.91% 1.93%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets.......................... .25% (.53%) (.34%) 95% .26%(3)

Portfolio Turnover Rate............. 169% 242% 255% 180% 84%

Average Commission
Paid per Share Traded............... $.002 -- -- -- --

Net Assets, End
of Period (in thousands)........$1,210,442 $1,316,642 $759,238 $215,346 $43,076
- ------------------------------------------------------------------------------------------------------------------------------------

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

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

(3) Annualized
</TABLE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (Continued)

INTERNATIONAL SMALL COMPANY FUND
Year ended April 1, 1994
November 30, nception) through
1995 Nov. 30, 1994
NET ASSET VALUE,
BEGINNING OF PERIOD...................... $5.39 $5.00
----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income(1) (Loss).................... .03 (.02)

Net Realized and Unrealized
Gains on Investments and
Foreign Currency Transactions....... .28 .41
----- -----
Total from
Investment Operations............... .31 .39
----- -----

DISTRIBUTIONS

From Net
Investment Income................... -- --

In Excess of Net
Investment Income................... -- --

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets.................. 2.00% 2.00%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets.......................... .27% (.48%)(3)

Portfolio Turnover Rate............. 168% 56%

Average Commission
Paid per Share Traded............... $.004 --

Net Assets, End
of Period (in thousands)............ $114,579 $111,201
- --------------------------------------------------------------------------------

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

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

(3) Annualized

INFORMATION REGARDING THE FUNDS
- --------------------------------------------------------------------------------

INVESTMENT POLICIES OF THE FUNDS

YOU SHOULD READ AND CAREFULLY CONSIDER THE INFORMATION UNDER "RISK
FACTORS," PAGE 10, BEFORE MAKING AN INVESTMENT IN EITHER FUND.

TWENTIETH CENTURY INTERNATIONAL EQUITY

TWENTIETH CENTURY INTERNATIONAL SMALL COMPANY FUND

The investment objective of the International Small Company Fund fund is
capital growth. The fund will seek to achieve its investment objective by
investing primarily in an internationally diversified portfolio of equity
securities of issuers that meet certain fundamental and technical standards of
selection (relating primarily to acceleration of earnings and revenues). The
fund will invest its assets primarily in the securities of smaller foreign
issuers. Smaller foreign issuers are considered to be those issuers having, at
the time of investment, a market capitalization of less than U.S. $1 billion or
a public float of less than U.S. $500 million. The "public float" of an issuer
is defined as the aggregate market value of the issuer's outstanding securities
held by non-affiliates of the issuer.

TWENTIETH CENTURY EMERGING MARKETS FUND

The investment objective of Emerging Markets Fund is capital growth. The
fund will seek to achieve its investment objective by investing primarily in an
internationally diversified portfolio of equity securities that meet certain
fundamental and technical standards of selection (relating primarily to
acceleration of earnings and revenues). The fund will invest its assets
primarily in the securities of issuers in emerging market countries. The
securities in which the fund may invest include not only the securities of
issuers located or principally traded in emerging market countries, but also
include the securities of issuers which derive a significant portion of their
business from emerging market countries. (See "Policies Applicable to All
Funds," page 9.) DUE TO THE

SIGNIFICANT RISKS ASSOCIATED WITH INVESTING IN EMERGING MARKETS, AN INVESTMENT
IN THE FUND MAY BE CONSIDERED TO BE SPECULATIVE. (See "Speculative Nature of
International Small Company Fund and Emerging Markets Fund," page 11.)

POLICIES APPLICABLE TO ALL FUNDS

To the extent a fund assumes a defensive position, it will not be pursuing
its investment objective of capital growth.

holdings of a fund, impact the net asset value of that fund's shares. (See
"How Share Price is Determined," page 24.)

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

RISK FACTORS

INVESTING IN FOREIGN SECURITIES GENERALLY

Investments in the funds should not be considered a complete investment program
and may not be appropriate for an individual with limited investment resources
or who is unable to tolerate fluctuations in the value of the investment.
Potential investors should carefully consider the following factors:

SPECULATIVE NATURE OF INTERNATIONAL SMALL COMPANY FUND AND EMERGING MARKETS
FUND

In addition to the risks posed by foreign investing generally,
International Small Company Fund will be investing primarily in the securities
of companies having comparatively small market capitalizations, and Emerging
Markets Fund will be investing primarily in securities of issuers in emerging
market countries. Likewise, International Small Company Fund may invest up to
50% of its assets in issuers in emerging markets. (See "Investing in Emerging
Market Countries" on page 12 and "Investing in Smaller Companies," on page 12.)
As a result, investment in these funds should be considered to be speculative.
The funds are intended for aggressive investors seeking significant gains
through investments in foreign securities. Those investors must be willing and
able to accept the significantly greater risks associated with the investment
strategy that the funds will pursue. An investment in the funds

should not be considered a complete investment program and is not appropriate
for individuals with limited investment resources or who are unable to tolerate
fluctuations in the value of their investment.

INVESTING IN EMERGING MARKET COUNTRIES

INVESTING IN SMALLER COMPANIES

INVESTING IN LOWER QUALITY DEBT INSTRUMENTS

There are no credit, maturity or investment amount restrictions on the
bonds, corporate debt securities, and government obligations in which
International Small Company Fund and Emerging Markets Fund may invest. Debt
securities, especially those in emerging market countries, may be of poor
quality, unrated and speculative in nature. Debt securities rated lower than Baa
by Moody's or BBB by S&P or their equivalent, sometimes referred to as junk
bonds, are considered by many to be predominately speculative. (See "An
Explanation of Fixed Income Securities Ratings" in the Statement of Additional
Information.) Changes in economic conditions or other circumstances are more
likely to lead to a weakened capacity to make principal and interest payments on
such securities than is the case with higher quality debt securities. Regardless
of rating levels, all debt securities considered for purchase by the fund are
analyzed by the manager to determine, to the extent reasonably possible, that
the planned investment is sound given the investment objective of the fund.

OTHER INVESTMENT PRACTICES

For additional information, see "Investment Restrictions" in the Statement
of Additional Information.

FORWARD CURRENCY EXCHANGE CONTRACTS

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

If a fund enters into a forward contract, the fund, when required, will
instruct its custodian bank to segregate cash or liquid high-grade

securities in a separate account in an amount sufficient to cover its obligation
under the contract. Those assets will be valued at market daily, and if the
value of the segregated securities declines, additional cash or securities will
be added so that the value of the account is not less than the amount of the
fund's commitment. At any given time, no more than 10% of a fund's assets will
be committed to a segregated account in connection with portfolio hedging
transactions.

INDIRECT FOREIGN INVESTMENT

SOVEREIGN DEBT OBLIGATIONS

PORTFOLIO TURNOVER

The total portfolio turnover rate of the funds is shown in the Financial
Highlights Table on page 5 of this Prospectus.

REPURCHASE AGREEMENTS

costs in disposing of the collateral, which would reduce the amount realized
thereon. If the seller seeks relief under the bankruptcy laws, the disposition
of the collateral may be delayed or limited. To the extent the value of the
security decreases, the fund could experience a loss.

The funds will not invest more than 15% of their respective assets in
repurchase agreements maturing in more than seven days.

WHEN-ISSUED SECURITIES

SHORT SALES

RULE 144A SECURITIES

investment manager. The board retains the responsibility to monitor the
implementation of the guidelines and procedures it has adopted.

PERFORMANCE ADVERTISING

HOW TO INVEST WITH TWENTIETH CENTURY MUTUAL FUNDS
AND THE BENHAM GROUP
- --------------------------------------------------------------------------------

HOW TO OPEN AN ACCOUNT

The minimum investment in International Equity is $2,500 [$1,000 for IRA
and Uniform Gifts/Transfers to Minors Acts ("UGMA/ UTMA") accounts]. This
minimum will be waived if you establish an automatic investment plan to your
account that is the equivalent of at least $50 per month. See "Automatic
Investment Plan," page 18.

The minimum investment in International Small Company Fund and Emerging
Markets Fund is $10,000. To keep an International Small Company Fund or Emerging
Markets Fund account open, a minimum share value of $10,000 must be maintained.
If the share value of your account falls below $10 000, the shares in your
account will be subject to automatic redemption. See "Automatic Redemption of
Shares" on page 20.

You may invest in the following ways:

BY MAIL

Send a completed application and check or money order payable in U.S.
dollars to Twentieth Century.

BY WIRE

You may make your initial investment by wiring funds. To do so:

BY EXCHANGE

IN PERSON

If you prefer to work with a representative in person, please visit one of
our Investors Centers, located at:

4500 Main Street
Kansas City, MO 64111
816-340-7050

1665 Charleston Road
Mountain View, CA 94043
415-965-8300

2000 S. Colorado Blvd.
Denver, CO 80222
303-759-8382

SUBSEQUENT INVESTMENTS

Subsequent investments may be made by an automatic bank, payroll or
government direct deposit (see "Automatic Investment Plan", page 18) or by any
of the methods below. The minimum investment requirement for subsequent
investments: $250 for checks submitted without the remittance portion of a
previous statement or confirmation, $50 for all other types of subsequent
investments.

BY MAIL

BY TELEPHONE

BY WIRE

You may make subsequent investments by wire. Follow the wire transfer
instructions on page 17 and indicate your account number.

IN PERSON

You may make subsequent investments in person at one of our Investors
Centers. The locations of our three Investors Centers are listed on page 18.

AUTOMATIC INVESTMENT PLAN

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

determining the applicability of this fee, shares first purchased will be deemed
to be the shares first exchanged. The funds reserve the right to modify their
policy regarding this redemption fee or to waive such policy in whole or in part
for certain classes of investors.

BY MAIL

You may direct us in writing to exchange your shares from one Twentieth
Century or Benham account to another. For additional information, please see our
Shareholder Services Guide.

BY TELEPHONE

HOW TO REDEEM SHARES

Please note that a request to redeem shares in an IRA or 403(b) plan must
be accompanied by an executed IRS Form W4-P and a reason for withdrawal as
specified by the IRS.

IN ORDER TO DISCOURAGE THE REDEMPTION OF SHARES OF INTERNATIONAL SMALL
COMPANY FUND AND EMERGING MARKETS FUND SHORTLY AFTER THEIR PURCHASE, REDEMPTION
OF THOSE SHARES WITHIN 180 DAYS OF THEIR PURCHASE WILL BE SUBJECT TO A
REDEMPTION FEE OF 2.0% OF THE VALUE OF THE SHARES REDEEMED. This fee will be
retained by the fund to help minimize the impact such redemptions have on fund
performance and, hence, on the other shareholders of the fund. For the purposes
of determining the applicability of this fee, shares first purchased will be
deemed to be the shares first redeemed. The funds reserve the right to modify
their policy regarding this redemption fee or to waive such policy in whole or
in part for certain classes of investors.

BY TELEPHONE

If you have authorized us to accept telephone instructions, you may redeem
your shares by calling an Investor Services Representative.

BY MAIL

BY CHECK-A-MONTH

OTHER AUTOMATIC REDEMPTIONS

REDEMPTION PROCEEDS

Redemption proceeds may be sent to you in one of the following ways:

BY CHECK

BY WIRE AND ACH

You may authorize us to transmit redemption proceeds by wire or ACH. These
services will be effective 15 days after we receive the authorization.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

AUTOMATIC REDEMPTION OF SHARES

International Equity. If at any time you have an International Equity
account that falls into either of the following categories:

The automatic redemption of shares of International Equity will not apply
to Individual Retirement Accounts, 403(b) accounts and other types of
tax-deferred retirement plan accounts.

International Small Company Fund and Emerging Markets Fund. If at any time
you have an International Small Company Fund or Emerging Markets Fund account
that falls into either of the following categories:

(i) you invested the required minimum initial investment amount of $10,000,
but due to exchanges or redemptions you have made, the account now has a value
of less than $10,000; or

The funds reserve the right to modify their policies regarding the
automatic redemption of shares, or to waive such policies in whole or in part
for certain classes of investors.

SIGNATURE GUARANTEE

o Redeeming more than $25,000

o Establishing or increasing a Check-A-Month or automatic transfer on an
existing account

You can obtain a signature guarantee from a bank or trust company, credit
union, broker, dealer, securities exchange or association, clearing agency or
savings association, as defined by federal law.

We reserve the right to require a signature guarantee on any transaction,
or to change this policy at any time.

SPECIAL SHAREHOLDER SERVICES

Our special shareholder services include:

AUTOMATED INFORMATION LINE

OPEN ORDER SERVICE

TAX-QUALIFIED RETIREMENT PLANS

Each fund is available for your tax-deferred retirement plan. Call or write
us and request the appropriate forms for:

o Individual Retirement Accounts (IRAs)

o 403(b) plans for employees of public school systems and non-profit
organizations

o Profit sharing plans and pension plans for corporations and other
employers

If your IRA and 403(b) accounts do not total $10,000, each account is
subject to an annual $10 fee, up to a total of $30 per year.

You can also transfer your tax-deferred plan to us from another company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

(1) We reserve the right for any reason to suspend the offering of shares
for a period of time, or to reject any specific purchase order (including
purchases by exchange). Additionally, purchases may be refused if, in the
opinion of the manager, they are of a size that would disrupt the
management of the fund.

(3) Shares being acquired must be qualified for sale in your state of
residence.

(4) Transactions requesting a specific price and date, other than open orders,
will be refused.

(10) We will perform special inquiries on shareholder accounts. A research fee
of $15 may be applied.

REPORTS TO SHAREHOLDERS

No later than January 31 of each year, we will send you reports that you
may use in completing your U.S. income tax return. See the Shareholder Services
Guide for more information.

EMPLOYER-SPONSORED RETIREMENT PLANS AND INSTITUTIONAL ACCOUNTS

If you own or are considering purchasing fund shares through an
employer-sponsored retirement plan, your ability to purchase shares of the
funds, exchange them for shares of other Twentieth Century or Benham funds, and
redeem them will depend on the terms of your plan. If you own or are considering
purchasing fund shares through a bank, broker-dealer, insurance company or other
financial intermediary, your ability to purchase, exchange and redeem shares
will depend on your agreement with, and the policies of, such financial
intermediary. You may reach one of our Institutional Investor Services
Representatives by calling 1-800-345-3533 to request information about the
funds, to obtain a current Prospectus or to get answers to any questions about
the funds that you are unable to obtain through your plan administrator or
financial intermediary.

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

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

Investments and requests to redeem or exchange shares will receive the
share price next determined after we receive your investment, redemption or
exchange request. For example, investments and requests to redeem or exchange
shares received by us or one of our authorized agents before the close of
business on the New York Stock Exchange, usually 3 p.m. Central time, are
effective on, and will receive the price determined, that day as of the close of
the Exchange. Investment, redemption and exchange requests received thereafter
are effective on and receive the price determined, as of the close of the
Exchange on, the next day the Exchange is open.

Investments are considered received only when check or wired funds are
received by us. Wired funds are considered received on the day they are
deposited in our bank account, if your phone call is received before the close
of business on the Exchange, usually 3 p.m. Central time, and the money is
deposited that day.

Investments by telephone pursuant to your prior authorization to us to draw
on your bank account are considered received at the time of your telephone call.

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be summarized
as follows:

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

The net asset value of the retail class of each fund is published in
leading newspapers daily. The net asset value of each fund may be obtained by
calling us. (See "Automated Information Line," page 21.)

DISTRIBUTIONS

GENERAL INFORMATION ABOUT DISTRIBUTIONS

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

TAXES

MANAGEMENT

INVESTMENT MANAGEMENT

The portfolio manager members of the International Equity, International
Small Company Fund and Emerging Markets Fund team (the "International Team") and
their principal business experience during the past five years are as follows:

THEODORE J. TYSON joined Investors Research in 1988 and has been a member
of the International Team since its inception in 1991.

HENRIK STRABO joined Investors Research in 1993 as an investment analyst
member of the International Team and has been a portfolio manager member of the
team since 1994. Prior to joining Investors Research, Mr. Strabo was Vice
President, International Equity Sales with Barclays de Zoete Wedd (1991 to 1993)
and obtained international equity sales experience at Cresvale International
(1990 to 1991).

For the services provided to the funds, Investors Research receives a
management fee calculated as a percentage of the average net assets of the fund
as follows:

International Small Company Fund 2.00%

Emerging Markets Fund 2.00% of first $500 million
1.50% of the next $500 million
1.25% over $1 billion
- --------------------------------------------------------------------------------

Effective September 3, 1996, Investors Research has voluntarily reduced its
annual management fee on International Equity and International Small Company
Fund as follows:

International Small Company Fund 1.75% of first $500 million
1.40% of the next $500 million
1.20% over $1 billion
- --------------------------------------------------------------------------------

Investors Research will submit a new management agreement for shareholder
approval in July 1997 that reflects the reduced fee structure.

CODE OF ETHICS

TRANSFER AND ADMINISTRATIVE SERVICES

Twentieth Century Services, Inc., 4500 Main Street, Kansas City, Missouri
64111 acts as transfer agent and dividend paying agent for the funds. It
provides facilities, equipment and personnel to the funds, and is paid for such
services by Investors Research.

DISTRIBUTION OF FUND SHARES

FURTHER INFORMATION ABOUT TWENTIETH CENTURY

Twentieth Century World Investors, Inc. was organized as a Maryland
corporation on December 28, 1990.

Twentieth Century World Investors issues three series of $0.01 par value
shares. Each series is commonly referred to as a fund. Each share when issued,
is fully paid and non-assessable. The assets belonging to each series of shares
are held separately by the custodian.

(This page left blank intentionally.)

TWENTIETH CENTURY
World Investors

Retail Class Prospectus

SEPTEMBER 3, 1996

[company logo]
Investments That Work(TM)
- ----------------------------------------------------
P.O. Box 419200
Kansas City, Missouri
64141-6200
- ----------------------------------------------------
Person-to-person assistance:
1-800-345-2021 or 816-531-5575
- ----------------------------------------------------
Automated information line:
1-800-345-8765
- ----------------------------------------------------
Telecommunications Device for the Deaf:
1-800-634-4113 or 816-753-1865
- ----------------------------------------------------
Fax: 816-340-7962
- ----------------------------------------------------
Internet address: http://twentieth-century.com
- ----------------------------------------------------

<PAGE>
TWENTIETH CENTURY
WORLD INVESTORS
INSTITUTIONAL CLASS PROSPECTUS

SEPTEMBER 3,
1996
- --------------------------------------------------------------------------------

TWENTIETH CENTURY

Twentieth Century World Investors, Inc., a member of the Twentieth Century
family of funds, is a diversified, open-end management investment company. Three
series of shares offered by Twentieth Century, Twentieth Century International
Equity, Twentieth Century International Small Company Fund, and Twentieth
Century Emerging Markets Fund (the "funds") are described in this Prospectus.
The investment objectives of the funds are listed on the inside cover of this
Prospectus.

RISK OF FOREIGN INVESTMENTS

Investment in securities of foreign issuers typically involves a greater
degree of risk than investment in domestic securities. (See "Risk Factors," page
10.)

NO-LOAD MUTUAL FUNDS

The funds offered by this Prospectus (the institutional class shares) are
"no-load" investments, which means there are no sales charges or commissions.

Twentieth Century Mutual Funds
4500 Main Street o P.O. Box 419385
Kansas City, MO 64141-6385
1-800-345-3533

Local and international calls:
816-531-5575

Telecommunications device for the deaf:
1-800-341-1833

In Missouri: 816-753-0700

Internet address:
http://twentieth-century.com

<PAGE>

INVESTMENT OBJECTIVES OF THE FUNDS
- --------------------------------------------------------------------------------

TWENTIETH CENTURY INTERNATIONAL EQUITY

MINIMUM INVESTMENT: $5 MILLION.

TWENTIETH CENTURY INTERNATIONAL SMALL COMPANY FUND

The investment objective of Twentieth Century International Small Company
Fund (formerly known as Twentieth Century International Emerging Growth) is
capital growth. The fund will seek to achieve its investment objective by
investing primarily in an inter-nationally diversified portfolio of equity
securities of issuers having comparatively smaller market capitalizations (less
than U.S. $1 billion in market capitalization or less than U.S. $500 million in
public float). The fund may invest up to 50% of its assets in securities of
issuers in emerging market countries. All such investments will be considered by
the investment manager to have prospects for appreciation. Due to the risks
associated with such investments, an investment in this fund may be considered
speculative.

MINIMUM INVESTMENT: $5 MILLION.

TWENTIETH CENTURY EMERGING MARKETS FUND

MINIMUM INVESTMENT: $5 MILLION.

There is no assurance that the funds will achieve their respective investment
objectives.

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

TRANSACTION AND OPERATING EXPENSE TABLE ............................. 4
Financial Highlights ................................................ 5

INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS .................................... 7
International Equity ........................................... 7
International Small Company Fund ............................... 7
Emerging Markets Fund .......................................... 8
Policies Applicable to All Funds ............................... 9
RISK FACTORS ........................................................ 10
Investing in Foreign Securities Generally ...................... 10
Speculative Nature of International Small Company
Fund and Emerging Markets Fund ............................... 11
Investing in Emerging Market Countries ......................... 12
Investing in Smaller Companies ................................. 12
Investing in Lower Quality Debt Instruments .................... 13
OTHER INVESTMENT PRACTICES .......................................... 13
Forward Currency Exchange Contracts ............................ 13
Indirect Foreign Investment .................................... 14
Sovereign Debt Obligations ..................................... 14
Portfolio Turnover ............................................. 14
Repurchase Agreements .......................................... 14
When-Issued Securities ......................................... 15
Short Sales .................................................... 15
Rule 144A Securities ........................................... 15
PERFORMANCE ADVERTISING ............................................. 16

HOW TO INVEST WITH TWENTIETH CENTURY MUTUAL FUNDS
AND THE BENHAM GROUP

HOW TO OPEN AN ACCOUNT .............................................. 17
By Mail ........................................................ 17
By Wire ........................................................ 17
By Exchange .................................................... 17
In Person ...................................................... 17
SUBSEQUENT INVESTMENTS ......................................... 18
By Mail ........................................................ 18
By Telephone ................................................... 18
By Wire ........................................................ 18
In Person ...................................................... 18
AUTOMATIC INVESTMENT PLAN ...................................... 18
HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER ......................... 18
By Mail ........................................................ 19
By Telephone ................................................... 19
HOW TO REDEEM SHARES ................................................ 19
By Telephone ................................................... 19
By Mail ........................................................ 19
By Check-A-Month ............................................... 19
Other Automatic Redemptions .................................... 19
REDEMPTION PROCEEDS ................................................. 19
By Check ....................................................... 20
By Wire and ACH ................................................ 20
SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS ..................... 20
AUTOMATIC REDEMPTION OF SHARES ................................. 20
SIGNATURE GUARANTEE ................................................. 21
SPECIAL SHAREHOLDER SERVICES ........................................ 21
Automated Information Line ..................................... 21
Open Order Service ............................................. 21
Tax-Qualified Retirement Plans ................................. 22
IMPORTANT POLICIES REGARDING YOUR INVESTMENTS ....................... 22
REPORTS TO SHAREHOLDERS ............................................. 23
EMPLOYER-SPONSORED RETIREMENT PLANS AND INSTITUTIONAL ACCOUNTS ...... 23

ADDITIONAL INFORMATION YOU SHOULD KNOW

TRANSACTION AND OPERATING EXPENSE TABLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
International
International Small Company Emerging
Equity Fund Markets Fund
SHAREHOLDER TRANSACTION EXPENSES:
<S> <C> <C> <C>
Maximum Sales Load Imposed on Purchases none none none
Maximum Sales Load Imposed on Reinvested Dividends none none none
Deferred Sales Load none none none
Redemption Fee none none(1) none(1)
Exchange Fee none none none

ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets):

Management Fees(4) 1.25%(2) 1.55%(2) 1.80%(3)
12b-1 Fees none none none
Other Expenses(5) 0.00% 0.00% 0.00%
Total Fund Operating Expenses(4) 1.25%(2) 1.55%(2) 1.80%

Example

You would pay the following expenses on a $1,000 1 year $ 13 $ 16 $ 18
investment, assuming (1) a 5% annual return and 3 years 39 49 56
(2) redemption at the end of each time period(4): 5 years 68 84 97
10 years 150 183 210
</TABLE>

(1) Shares of International Small Company Fund or Emerging Markets Fund
exchanged or redeemed within 180 days of their purchase are subject to a
redemption fee of 2.0% of the value of the shares exchanged or redeemed.
This redemption fee is retained by the fund. (See "How to Exchange from One
Account to Another," page 18 and "How to Redeem Shares," page 19.)

(3) Emerging Markets Fund pays an annual management fee equal to 1.80% of the
first $500 million of average net assets, 1.50% of the next $500 million
average net assets, and 1.05% of average net assets over $1 billion.

(4) Assumes, in accordance with Securities and Exchange Commission guidelines,
that the assets of International Equity and International Small Company
Fund remain constant at $1,210,441,553 and $114,579,142, respectively, the
assets of the funds as of November 30, 1995, and that the reduced
management fees for International Equity and International Small Company
Fund had been in effect throughout the periods indicated.

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

INTERNATIONAL EQUITY
<TABLE>
<CAPTION>
Years ended November 30, May 9, 1991
------------------------------------------------------------- (inception) through
1995 1994 1993 1992 Nov. 30, 1991
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.................... $7.47 $7.34 $5.79 $5.33 $5.10
----- ----- ----- ----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income(1) (Loss).................. .01 (.04) (.04) .06 .01

From Net
Investment Income................. -- -- (.036) (.005) --

In Excess of Net
Investment Income................. -- -- (.155) (.002) --

From Net Realized
Gains on Security
Transactions...................... (.372) (.402) -- -- --

Total Distributions............... (.372) (.402) (.191) (.007) --
----- ----- ----- ----- -----
NET ASSET VALUE,
END OF PERIOD.......................... $7.51 $7.47 $7.34 $5.79 $5.33
----- ----- ----- ----- -----
TOTAL RETURN(2)................... 5.93% 7.28% 31.04% 8.77% 4.51%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets................ 1.77% 1.84% 1.90% 1.91% 1.93%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets........................ .25% (.53%) (.34%) 95% .26
%(3)

Portfolio Turnover Rate........... 169% 242% 255% 180% 84%

Average Commission
Paid per Share Traded............. $.002 -- -- -- --

Net Assets, End
of Period (in thousands).........$1,210,442 $1,316,642 $759,238 $215,346 $43,076

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

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

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

(3) Annualized

</TABLE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (continued)

INTERNATIONAL SMALL COMPANY FUND
Year ended April 1, 1994
November 30, (inception) through
1995 Nov. 30, 1994
- --------------------------------------------------------------------------------
NET ASSET VALUE,
BEGINNING OF PERIOD.................... $5.39 $5.00
----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income(1) (Loss).................. .03 (.02)

Net Realized and Unrealized
Gains on Investments and
Foreign Currency Transactions..... .28 .41
----- -----
Total from
Investment Operations............. .31 .39
----- -----
DISTRIBUTIONS

From Net
Investment Income................. -- --

In Excess of Net
Investment Income................. -- --

From Net Realized
Gains on Security
Transactions...................... -- --
----- -----
Total Distributions............... -- --
----- -----
NET ASSET VALUE,
END OF PERIOD.......................... $5.70 $5.39
----- -----
TOTAL RETURN(2)................... 5.75% 7.80%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets................ 2.00% 2.00%(3)

Ratio of Net Investment
Income (Loss) to Average
Net Assets........................ .27% (.48%)(3)

Portfolio Turnover Rate........... 168% 56%

Average Commission
Paid per Share Traded............. $.004 --

Net Assets, End
of Period (in thousands).......... $114,579 $111,201

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

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

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

(3) Annualized

INFORMATION REGARDING THE FUNDS
- --------------------------------------------------------------------------------

INVESTMENT POLICIES OF THE FUNDS

YOU SHOULD READ AND CAREFULLY CONSIDER THE INFORMATION UNDER "RISK
FACTORS," PAGE 10, BEFORE MAKING AN INVESTMENT IN EITHER FUND.

TWENTIETH CENTURY INTERNATIONAL EQUITY

TWENTIETH CENTURY INTERNATIONAL SMALL COMPANY FUND

The investment objective of the International Small Company Fund fund is
capital growth. The fund will seek to achieve its investment objective by
investing primarily in an internationally diversified portfolio of equity
securities of issuers that meet certain fundamental and technical standards of
selection (relating primarily to acceleration of earnings and revenues). The
fund will invest its assets primarily in the securities of smaller foreign
issuers. Smaller foreign issuers are considered to be those issuers having, at
the time of investment, a market capitalization of less than U.S. $1 billion or
a public float of less than U.S. $500 million. The "public float" of an issuer
is defined as the aggregate market value of the issuer's outstanding securities
held by non-affiliates of the issuer.

The majority of the fund's assets will be invested in the securities of
smaller foreign issuers in developed markets. However, the fund may invest up to
50% of its assets in securities of issuers in emerging market countries. The
investment manager will purchase securities of issuers that have, in the opinion
of the investment manager, significant growth potential. The fund will seek to
invest in securities of issuers with one or more identifiable catalysts that, in
the opinion of the investment manager, are likely to cause the issuer to
experience accelerating growth. Such catalysts may include a change in the
issuer's operating environment, the development of a significant or potentially
significant new product, service or technology, an improvement in business
outlook for the issuer, or other similar factors.

TWENTIETH CENTURY EMERGING MARKETS FUND

EMERGING MARKETS, AN INVESTMENT IN THE FUND MAY BE CONSIDERED TO BE
SPECULATIVE. (See "Speculative Nature of International Small Company Fund and
Emerging Markets Fund," page 11.)

POLICIES APPLICABLE TO ALL FUNDS

To the extent a fund assumes a defensive position, it will not be pursuing
its investment objective of capital growth.

In addition to other factors that will affect their value, the value of a fund's
investments in fixed income securities will change as prevailing interest rates
change. In general, the prices of such securities vary inversely with interest
rates. As prevailing interest rates fall, the prices of bonds and other
securities that trade on a yield basis rise. When prevailing interest rates
rise, bond prices generally fall. These changes in value may, depending upon the
particular amount and type of fixed income securities holdings of a fund, impact
the net asset value of

that fund's shares. (See "How Share Price is Determined," page 19.)

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

RISK FACTORS

INVESTING IN FOREIGN SECURITIES GENERALLY

considered a complete investment program and may not be appropriate for an
individual with limited investment resources or who is unable to tolerate
fluctuations in the value of the investment. Potential investors should
carefully consider the following factors:

SPECULATIVE NATURE OF INTERNATIONAL SMALL COMPANY FUND AND EMERGING MARKETS
FUND

In addition to the risks posed by foreign investing generally, International
Small Company Fund will be investing primarily in the securities of companies
having comparatively small market capitalizations, and Emerging Markets Fund
will be investing primarily in securities of issuers in emerging market
countries. Likewise, International Small Company Fund may invest up to 50% of
its assets in issuers in emerging markets. (See "Investing in Emerging Market
Countries" on page 12 and "Investing in Smaller Companies," on page 12.) As a
result, investment in these funds should be considered to be speculative. The
funds are intended for aggressive investors seeking significant gains through
investments in foreign securities. Those investors must be willing and able to
accept the significantly greater risks associated with the investment strategy
that the funds will pursue. An investment in the funds should not be considered
a complete investment

program and is not appropriate for individuals with limited investment resources
or who are unable to tolerate fluctuations in the value of their investment.

INVESTING IN EMERGING MARKET COUNTRIES

INVESTING IN SMALLER COMPANIES

INVESTING IN LOWER QUALITY DEBT INSTRUMENTS

There are no credit, maturity or investment amount restrictions on the
bonds, corporate debt securities, and government obligations in which
International Small Company Fund and Emerging Markets Fund may invest. Debt
securities, especially those in emerging market countries, may be of poor
quality, unrated and speculative in nature. Debt securities rated lower than Baa
by Moody's or BBB by S&P or their equivalent, sometimes referred to as junk
bonds, are considered by many to be predominately speculative. (See "An
Explanation of Fixed Income Securities Ratings" in the Statement of Additional
Information.) Changes in economic conditions or other circumstances are more
likely to lead to a weakened capacity to make principal and interest payments on
such securities than is the case with higher quality debt securities. Regardless
of rating levels, all debt securities considered for purchase by the fund are
analyzed by the manager to determine, to the extent reasonably possible, that
the planned investment is sound given the investment objective of the fund.

OTHER INVESTMENT PRACTICES

For additional information, see "Investment Restrictions" in the Statement
of Additional Information.

FORWARD CURRENCY EXCHANGE CONTRACTS

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

If a fund enters into a forward contract, the fund, when required, will
instruct its custodian

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

INDIRECT FOREIGN INVESTMENT

SOVEREIGN DEBT OBLIGATIONS

PORTFOLIO TURNOVER

The total portfolio turnover rate of the funds is shown in the Financial
Highlights Table on page 5 of this Prospectus.

REPURCHASE AGREEMENTS

reduce the amount realized thereon. If the seller seeks relief under the
bankruptcy laws, the disposition of the collateral may be delayed or limited. To
the extent the value of the security decreases, the fund could experience a
loss.

The funds will not invest more than 15% of their respective assets in
repurchase agreements maturing in more than seven days.

WHEN-ISSUED SECURITIES

SHORT SALES

RULE 144A SECURITIES

responsibility to monitor the implementation of the guidelines and procedures
it has adopted.

PERFORMANCE ADVERTISING

From time to time, the funds may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative total return or average annual total return. Performance
data may be quoted separately for the institutional class and the other classes
offered by the funds.

HOW TO INVEST WITH TWENTIETH CENTURY MUTUAL FUNDS
AND THE BENHAM GROUP
- --------------------------------------------------------------------------------

HOW TO OPEN AN ACCOUNT

You may invest in the following ways:

BY MAIL

Send a completed application and check or money order payable in U.S.
dollars to Twentieth Century.

BY WIRE

You may make your initial investment by wiring funds. To do so:

BY EXCHANGE

IN PERSON

If you prefer to work with a representative in person, please visit one of
our Investors Centers, located at:

4500 Main Street
Kansas City, MO 64111
816-340-7050

1665 Charleston Road
Mountain View, CA 94043
415-965-8300

2000 S. Colorado Blvd.
Denver, CO 80222
303-759-8382

SUBSEQUENT INVESTMENTS

BY MAIL

BY TELEPHONE

BY WIRE

You may make subsequent investments by wire. Follow the wire transfer
instructions on page 17 and indicate your account number.

IN PERSON

You may make subsequent investments in person at one of our Investors
Centers. The locations of our three Investors Centers are listed on page 18.

AUTOMATIC INVESTMENT PLAN

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

determining the applicability of this fee, shares first purchased will be
deemed to be the shares first exchanged. The funds reserve the right to modify
their policy regarding this redemption fee or to waive such policy in whole or
in part for certain classes of investors.

BY MAIL

You may direct us in writing to exchange your shares from one Twentieth
Century or Benham account to another. For additional information, please see our
Shareholder Services Guide.

BY TELEPHONE

HOW TO REDEEM SHARES

Please note that a request to redeem shares in an IRA or 403(b) plan must
be accompanied by an executed IRS Form W4-P and a reason for withdrawal as
specified by the IRS.

BY TELEPHONE

If you have authorized us to accept telephone instructions, you may redeem
your shares by calling an Investor Services Representative.

BY MAIL

BY CHECK-A-MONTH

OTHER AUTOMATIC REDEMPTIONS

REDEMPTION PROCEEDS

Redemption proceeds may be sent to you in one of the following ways:

BY CHECK

BY WIRE AND ACH

You may authorize us to transmit redemption proceeds by wire or ACH. These
services will be effective 15 days after we receive the authorization.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

AUTOMATIC REDEMPTION OF SHARES

If at any time your account falls into either of the following categories:

(i) you invested the required minimum investment amount for the fund, but
due to exchanges or redemptions you have made, the account now has a value of
less than the minimum investment amount; or

redemption will be sent by check to your address of record.

The automatic redemption of shares of the funds will not apply to
Individual Retirement Accounts, 403(b) accounts and other types of tax-deferred
retirement plan accounts.

The funds reserve the right to modify their policies regarding the
automatic redemption of shares, or to waive such policies in whole or in part
for certain classes of investors.

SIGNATURE GUARANTEE

o Redeeming more than $25,000

o Establishing or increasing a Check-A-Month or automatic transfer on an
existing account

You can obtain a signature guarantee from a bank or trust company, credit
union, broker, dealer, securities exchange or association, clearing agency or
savings association, as defined by federal law.

We reserve the right to require a signature guarantee on any transaction,
or to change this policy at any time.

SPECIAL SHAREHOLDER SERVICES

Our special shareholder services include:

AUTOMATED INFORMATION LINE

OPEN ORDER SERVICE

variable-priced fund's net asset value at the time the order is placed. If the
designated price is met within 90 calendar days, we will execute your exchange
order automatically at that price (or better). Open orders not executed within
90 days will be canceled.

TAX-QUALIFIED RETIREMENT PLANS

Each fund is available for your tax-deferred retirement plan. Call or write
us and request the appropriate forms for:

o Individual Retirement Accounts (IRAs)

o 403(b) plans for employees of public school systems and non-profit
organizations

o Profit sharing plans and pension plans for corporations and other
employers

If your IRA and 403(b) accounts do not total $10,000, each account is
subject to an annual $10 fee, up to a total of $30 per year.

You can also transfer your tax-deferred plan to us from another company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

(1) We reserve the right for any reason to suspend the offering of shares
for a period of time, or to reject any specific purchase order (including
purchases by exchange). Additionally, purchases may be refused if, in the
opinion of the manager, they are of a size that would disrupt the
management of the fund.

(3) Shares being acquired must be qualified for sale in your state of
residence.

(4) Transactions requesting a specific price and date, other than open orders,
will be refused.

(6) We have established procedures designed to assure the authenticity of
instructions received by telephone. These procedures include requesting
personal identification from callers, recording telephone calls, and
providing written confirmations of telephone transactions. These
procedures are designed to protect shareholders from unauthorized or
fraudulent instructions. If we do not employ reasonable procedures to
confirm the genuineness of instructions, then we may be liable for losses
due to unauthorized or fraudulent instructions. The company, its transfer
agent and investment adviser will not be responsible for any loss due to
instructions they reasonably believe are genuine.

(10) We will perform special inquiries on shareholder accounts. A research
fee of $15 may be applied.

REPORTS TO SHAREHOLDERS

No later than January 31 of each year, we will send you reports that you
may use in completing your U.S. income tax return. See the Shareholder Services
Guide for more information.

EMPLOYER-SPONSORED RETIREMENT PLANS AND INSTITUTIONAL ACCOUNTS

If you own or are considering purchasing fund shares through an
employer-sponsored retirement plan, your ability to purchase shares of the
funds, exchange them for shares of other Twentieth Century or Benham funds, and
redeem them will depend on the terms of your plan. If you own or are considering
purchasing fund shares through a bank, broker-dealer, insurance company or other
financial intermediary, your ability to purchase, exchange and redeem shares
will depend on your agreement with, and the policies of, such financial
intermediary. You may reach one of our Institutional Investor Services
Representatives by calling 1-800-345-3533 to request information about the
funds, to obtain a current Prospectus or to get answers to any questions about
the funds that you are unable to obtain through your plan administrator or
financial intermediary.

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

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

Investments and requests to redeem or exchange shares will receive the
share price next determined after we receive your investment, redemption or
exchange request. For example, investments and requests to redeem or exchange
shares received by us or one of our authorized agents before the close of
business on the New York Stock Exchange, usually 3 p.m. Central time, are
effective on, and will receive the price determined, that day as of the close of
the Exchange. Investment, redemption and exchange requests received thereafter
are effective on and receive the price determined, as of the close of the
Exchange on, the next day the Exchange is open.

Investments by telephone pursuant to your prior authorization to us to draw
on your bank account are considered received at the time of your telephone call.

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be summarized
as follows:

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

The net asset value of the retail class of each fund is published in
leading newspapers daily. The net asset value of the institutional class may be
obtained by calling us. (See "Automated Information Line," page 21.)

DISTRIBUTIONS

GENERAL INFORMATION ABOUT DISTRIBUTIONS

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

TAXES

losses, be paid to you as a distribution of capital gains and will be taxable to
you as short-term or long-term capital gains. (See "General Information About
Distributions," page 20.)

MANAGEMENT

INVESTMENT MANAGEMENT

assets of the funds. The team meets regularly to review portfolio holdings and
to discuss purchase and sale activity. The team adjusts holdings in the funds'
portfolios as they deem appropriate in pursuit of the funds' investment
objectives. Individual portfolio managers may also adjust portfolio holdings of
the funds as necessary between meetings.

THEODORE J. TYSON joined Investors Research in 1988 and has been a member
of the International Team since its inception in 1991.

For the services provided to the funds, Investors Research receives a
management fee calculated as a percentage of the average net assets of the fund
as follows:

INTERNATIONAL SMALL COMPANY FUND 1.80%

EMERGING MARKETS FUND 1.80% of first $500 million
1.30% of the next $500 million
1.05% over $1 billion
- --------------------------------------------------------------------------------

Effective September 3, 1996, Investors Research has voluntarily reduced its
annual management fee on International Equity and International Small Company
Fund as follows:

INTERNATIONAL SMALL COMPANY FUND 1.55% of first $500 million
1.20% of the next $500 million
1.00% over $1 billion
- --------------------------------------------------------------------------------

Investors Research will submit a new management agreement for shareholder
approval in July 1997 that reflects the reduced fee structure.

compare the expenses of these funds to the expenses of other funds should be
careful to compare only the ratio of total expenses to average net assets
contained in the Financial Highlights Table found on page 5 of this Prospectus
to the same ratio of the other funds.

CODE OF ETHICS

TRANSFER AND ADMINISTRATIVE SERVICES

DISTRIBUTION OF FUND SHARES

The funds' shares are distributed by Twentieth Century Securities, Inc.
(The "Distributor"), a registered broker dealer and an affiliate of the funds'
investment manager. Investors Research pays all expenses for promoting sales of,
and distributing the institutional class of, the fund shares offered by this
Prospectus. The institutional class of shares does not pay any commissions or
other fees to the Distributor or to any other broker dealers or financial
intermediaries in connection with the distribution of fund shares.

FURTHER INFORMATION ABOUT TWENTIETH CENTURY

Twentieth Century World Investors, Inc. was organized as a Maryland
corporation on December 28, 1990.

3533. (For local Kansas City area or international callers: 816-531-5575.)

Each of the funds described in this Prospectus offers four classes of
shares: a retail class, an institutional class, a service class, and an advisor
class. The shares offered by this Prospectus are institutional class shares and
have no up-front charges, commissions, or 12b-1 fees.

Except as described below, all classes of shares of a fund have identical
voting, dividend, liquidation and other rights, preferences, terms and
conditions. The only differences among the various classes are (a) each class
may be subject to different expenses specific to that class, (b) each class has
a different identifying designation or name, (c) each class has exclusive voting
rights with respect to matters solely affecting such class, (d) each class may
have different exchange privileges, and (e) the institutional class may provide
for automatic conversion from that class into shares of another class of the
same fund.

(This page left blank intentionally.)

TWENTIETH CENTURY
WORLD INVESTORS

INSTITUTIONAL CLASS PROSPECTUS

SEPTEMBER 3, 1996

<PAGE>
TWENTIETH CENTURY
WORLD INVESTORS
ADVISOR CLASS PROSPECTUS

SEPTEMBER 3,
1996
- --------------------------------------------------------------------------------

TWENTIETH CENTURY

RISK OF FOREIGN INVESTMENTS

Investment in securities of foreign issuers typically involves a greater
degree of risk than investment in domestic securities. (See "Risk Factors," page
10.)

NO-LOAD MUTUAL FUNDS

Twentieth Century Mutual Funds
4500 Main Street o P.O. Box 419385
Kansas City, MO 64141-6385
1-800-345-3533

Local and international calls:
816-531-5575

Telecommunications device for the deaf:
1-800-345-1833

In Missouri: 816-753-0700

Internet address:
http://twentieth-century.com

<PAGE>

INVESTMENT OBJECTIVES OF THE FUNDS
- --------------------------------------------------------------------------------

TWENTIETH CENTURY INTERNATIONAL EQUITY

TWENTIETH CENTURY INTERNATIONAL SMALL COMPANY FUND

The investment objective of Twentieth Century International Small Company
Fund (formerly known as Twentieth Century International Emerging Growth) is
capital growth. The fund will seek to achieve its investment objective by
investing primarily in an inter-nationally diversified portfolio of equity
securities of issuers having comparatively smaller market capitalizations (less
than U.S. $1 billion in market capitalization or less than U.S. $500 million in
public float). The fund may invest up to 50% of its assets in securities of
issuers in emerging market countries. All such investments will be considered by
the investment manager to have prospects for appreciation. Due to the risks
associated with such investments, an investment in this fund may be considered
speculative. The minimum investment amount for this fund is $10,000.

TWENTIETH CENTURY EMERGING MARKETS FUND

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

TRANSACTION AND OPERATING EXPENSE TABLE ............................. 4
FINANCIAL HIGHLIGHTS ................................................ 5

INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS .................................... 7
International Equity ........................................... 7
International Small Company Fund ............................... 7
Emerging Markets Fund .......................................... 8
Policies Applicable to All Funds ............................... 9
RISK FACTORS ........................................................ 10
Investing in Foreign Securities Generally ...................... 10
Speculative Nature of International
Small Company Fund and
Emerging Markets Fund .......................................... 11
Investing in Emerging Market Countries ......................... 12
Investing in Smaller Companies ................................. 12
Investing in Lower Quality Debt Instruments .................... 13
OTHER INVESTMENT PRACTICES .......................................... 13
Forward Currency Exchange Contracts ............................ 13
Indirect Foreign Investment .................................... 14
Sovereign Debt Obligations ..................................... 14
Portfolio Turnover ............................................. 14
Repurchase Agreements .......................................... 14
When-Issued Securities ......................................... 15
Short Sales .................................................... 15
Rule 144A Securities ........................................... 15
PERFORMANCE ADVERTISING ............................................. 16

HOW TO INVEST WITH TWENTIETH CENTURY

HOW TO EXCHANGE YOUR INVESTMENT FROM ONE
TWENTIETH CENTURY FUND TO ANOTHER .............................. 17
HOW TO REDEEM SHARES ................................................ 17
Special Requirements for Large Redemptions ..................... 17
TELEPHONE SERVICES .................................................. 18
Investors Line ................................................. 18
Automated Information Line ..................................... 18

ADDITIONAL INFORMATION YOU SHOULD KNOW

TRANSACTION AND OPERATING EXPENSE TABLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
International
International Small Company Emerging
Equity Fund Markets Fund
SHAREHOLDER TRANSACTION EXPENSES:
<S> <C> <C> <C>
Maximum Sales Load Imposed on Purchases none none none
Maximum Sales Load Imposed on Reinvested Dividends none none none
Deferred Sales Load none none none
Redemption Fee(1) none none(2) none(2)
Exchange Fee none none none

ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets):

Management Fees(5) 1.20%(3) 1.50%(3) 1.75%(4)
12b-1 Fees(6) 0.50% 0.50% 0.50%
Other Expenses(7) 0.00% 0.00% 0.00%
Total Fund Operating Expenses(5) 1.70%(3) 2.00%(3) 2.25%

Example

You would pay the following expenses on a $1,000 1 year $ 17 $ 20 $ 23
investment, assuming (1) a 5% annual return and 3 years 53 62 70
(2) redemption at the end of each time period(5): 5 years 92 107 119
10 years 199 231 256
</TABLE>

(1) Redemption proceeds sent by wire are subject to a $10 processing fee.

(2) Shares of International Small Company Fund or Emerging Markets Fund
exchanged or redeemed within 180 days of their purchase are subject to a
redemption fee of 2.0% of the value of the shares exchanged or redeemed.
This redemption fee is retained by the fund. (See "How to Exchange Your
Investment from One Twentieth Century Account to Another," page 17 and "How
to Redeem Shares," page 17.)

(4) Emerging Markets Fund pays an annual management fee equal to 1.75% of the
first $500 million of average net assets, 1.25% of the next $500 million
average net assets, and 1.00% of average net assets over $1 billion.

(6) The 12b-1 fee is designed to permit investors to purchase advisor class
shares through broker dealers, banks, insurance companies and other
financial intermediaries. A portion of the fee is used to compensate them
for ongoing recordkeeping and administrative services that would otherwise
be performed by an affiliate of the manager, and a portion is used to
compensate them for distribution and other shareholder services. See
"Distribution Services," page 24.

(7) Other expenses, the fees and expenses of those directors who are not
"interested persons" as defined in the Investment Company Act, were .001 of
1% of average net assets for the most recent fiscal year.

The shares offered by this Prospectus are advisor class shares. The funds
offer three other classes of shares, one of which is primarily available to
retail investors and two that are primarily available to institutional
investors. The other classes have different fee structures than the advisor
class, resulting in different performance for those other classes. For
additional information about the various classes, see "Further Information About
Twentieth Century," at page 25.

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

INTERNATIONAL EQUITY
<TABLE>
<CAPTION>
Years ended November 30, May 9, 1991
----------------------------------------------------------------(inception) through
1995 1994 1993 1992 Nov. 30, 1991
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD...................... $7.47 $7.34 $5.79 $5.33 $5.10
----- ----- ----- ----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income(1) (Loss).................... .01 (.04) (.04) .06 .01

From Net
Investment Income................... -- -- (.036) (.005) --

In Excess of Net
Investment Income................... -- -- (.155) (.002) --

From Net Realized
Gains on Security
Transactions........................ (.372) (.402) -- -- --
----- ----- ----- ----- -----
Total Distributions................. (.372) (.402) (.191) (.007) --
----- ----- ----- ----- -----
NET ASSET VALUE,
END OF PERIOD............................ $7.51 $7.47 $7.34 $5.79 $5.33
----- ----- ----- ----- -----
TOTAL RETURN(2)...................... 5.93% 7.28% 31.04% 8.77% 4.51%