TWENTIETH CENTURY CAPITAL PORTFOLIOS INC
N-30D, 1995-11-27
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                                TWENTIETH CENTURY
                               Capital Portfolios

                                Semiannual Report









                               SEPTEMBER 30, 1995

                                 [company logo]

<PAGE>
September 30, 1995 (Unaudited)
- - - - - - --------------------------------------------------------------------------------
TABLE OF CONTENTS

Our Message to You......................................................1
Investment Philosophy...................................................2
Period Overview.........................................................3
Investment Review
    Twentieth Century Value Fund........................................4
    Twentieth Century Equity Income Fund................................7
Statements of Assets and Liabilities...................................10
Statements of Operations...............................................11
Statements of Changes in Net Assets....................................12
Notes to Financial Statements..........................................13
Schedules of Investments...............................................16
Financial Highlights...................................................20
Proxy Voting Results...................................................21

IMPORTANT NOTICE FOR ALL IRA AND 403(B) SHAREHOLDERS

     As required by law, any  distributions  you receive from an IRA and certain
403(b)  distributions [not eligible for rollover to an IRA or to another 403(b)]
are subject to federal  income tax  withholding  at the rate of 10% of the total
amount withdrawn,  unless you elect not to have withholding  apply. If you don't
want us to withhold on this amount, you may send us a written notice not to have
the federal  income tax  withheld.  Your written  notice is valid for six months
from the date of receipt at Twentieth Century. Even if you plan to roll over the
amount you withdraw to another tax-deferred  account, the withholding rate still
applies to the withdrawn amount, unless we have received a written notice not to
withhold federal income tax within six months prior to the withdrawal.
     When you plan to withdraw,  you may make your  election by  completing  our
Conversions/Redemptions  form or an IRS Form W-4P.  Call  Twentieth  Century for
either form. Your written election is valid for only six months from the date of
receipt at  Twentieth  Century.  You may  revoke  your  election  at any time by
sending a written notice to us.
     Remember, even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable  portion of your  withdrawal.  If you elect
not to have income tax  withheld or you don't have enough  income tax  withheld,
you may be  responsible  for payment of estimated  tax. You may incur  penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.

<PAGE>
                                      TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.
- - - - - - --------------------------------------------------------------------------------
OUR MESSAGE TO YOU

[photo of James E. Stowers and James E. Stowers III in the left margin]

     Many  investors  will  remember  1995 for its powerful  market  gains,  and
especially  for the success of  technology  stocks.  It is easy to forget  that,
earlier  in the year,  the story  was quite  different.  At the time of the last
Capital Portfolios report six months ago,  technology stocks had sagged, and the
conservatively  managed  Twentieth  Century Value and Twentieth  Century  Equity
Income funds were well ahead of their benchmarks for the year.
     Market  fortunes  can be  highly  unpredictable.  That is why  the  Capital
Portfolios funds attempt to provide  shareholders with steady gains in a variety
of market  climates.  In accordance with this goal, both Value and Equity Income
posted strong,  double-digit  total returns over the six-month  reporting period
ended September 30, 1995 - one of the best periods in either funds' history.
     While strong, the funds'  performances lagged the fast-paced broader market
over the period.  Yet neither  Twentieth  Century  Value nor  Twentieth  Century
Equity Income is designed to be a performance leader when relatively high-priced
growth  stocks  command the market's  attention.  Both funds give  preference to
established,  quality  businesses that typically do not provide  explosive gains
over short periods,  but rather steady results over longer time frames.  This is
one reason you may see these funds outperform  during periods of market weakness
and underperform during market rallies.
     The long-term  effect of management's  approach  becomes  apparent when you
look at the  funds'  total  returns  since  inception.  Since its  inception  on
September 1, 1993,  Twentieth Century Value has experienced a harsh broad-market
climate in 1994 and a major  market  rally so far in 1995.  Its  average  annual
return since that date is 14.75%.  That  compares with a 12.73%  average  annual
return over the period for the fund's benchmark, the S&P/BARRA Value Index.
     Twentieth  Century  Equity Income began on August 1, 1994, and the fund has
witnessed  significant  market  volatility  over its  short  life.  Its  average
annualized  return  since  inception  has been 19.90%,  compared  with an 18.51%
average  annualized  return for the  Lipper  Equity  Income  Fund Index over the
period.
     One-year returns for Twentieth  Century Value are 23.88%;  one-year returns
for Twentieth Century Equity Income are 20.48%.*
     The  Capital   Portfolios  funds  continue  to  provide  Twentieth  Century
shareholders  with an  opportunity  to invest in the  equity  markets  with less
volatility  than  in our  more  aggressive  growth  funds.  We  appreciate  your
confidence  in the  Twentieth  Century  family of funds and remain  committed to
providing you with high-quality  investment management and service, along with a
wide selection of funds designed to help you pursue your investment objectives.

Sincerely,

/s/James E. Stowers                                 /s/James E. Stowers III
James E. Stowers                                    James E. Stowers III
Chairman of the Board and Founder                   President

*Investment  return and  principal  value will  fluctuate so that an  investor's
 shares, when redeemed, may be worth more or less than the original value.

Past performance is no guarantee of future results.

                                       1
<PAGE>

September 30, 1995 (Unaudited)
- - - - - - --------------------------------------------------------------------------------
INVESTMENT PHILOSOPHY

     Conservative  management  is  a  staple  of  Twentieth  Century  Value  and
Twentieth  Century Equity  Income.  The funds'  management  team seeks out good,
quality  businesses with sound balance sheets.  The team also looks for dividend
yield when making purchases,  since regular income can help offset the impact of
market downturns on fund returns.  Finally,  broad  diversification  across many
industries is stressed to prevent the  performance of one sector from dominating
fund returns.

     Twentieth   Century   Value  seeks  the  equity   securities  of  seasoned,
established  businesses that management believes are statistically  inexpensive.
This is  determined  by  comparing  a stock's  share  price  with key  financial
measures,  including earnings,  book value, cash flow and dividend yield. If the
ratio of  price to these  measures  is low and the  business'  balance  sheet is
strong,  its securities are  candidates  for purchase.  The management  team may
secondarily look for income when making portfolio selections.

     Twentieth  Century  Equity  Income  purchases  seasoned  firms that pay out
steady income,  with the goal of providing  shareholders a higher yield than the
S&P 500's.  The team may  secondarily  search out stocks  whose share prices are
undervalued or fairly valued.  The team maintains a relatively  large percentage
of  assets in  convertible  bonds and  convertible-preferred  stocks.  These are
income-paying  issues  that may, at some later date,  be  converted  into equity
securities  at  favorable  prices.  The  prices of  convertibles  usually do not
fluctuate as much as those of equity  securities,  but they generally pay higher
interest and dividends than common stocks. Under normal circumstances, Twentieth
Century Equity Income can be expected to have less  share-price  volatility than
Twentieth Century Value.

Portfolio Managers
- - - - - - --------------------------------

Peter Zuger, Portfolio Manager
Phil Davidson, Portfolio Manager


                                        2
<PAGE>

                                      TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.
- - - - - - --------------------------------------------------------------------------------
PERIOD OVERVIEW

     A strong  economic  and market  climate  provided  the backdrop for steady,
positive  performance  for both  Twentieth  Century Value and Twentieth  Century
Equity  Income  over the six months  ended  September  30.  Both funds  provided
shareholders  with a modest gain in each month of the period,  despite intervals
of considerable  volatility in the overall market. This performance  resulted in
double-digit total returns for each fund over the period.
     The funds did not, however,  equal the performance of the broad market over
the period.  The six months ended  September 30, 1995, were not as favorable for
conservative  equity investing as they were for more aggressive  strategies,  in
particular  strategies  that  emphasize  technology  stocks.  The market clearly
favored technology issues during the period, pushing the prices of stocks in the
various  technology  sectors to relatively high levels.  There are also very few
fast-growing  technology  stocks in today's markets that pay a regular dividend.
Because of these circumstances,  both Equity Income and Value held few stocks in
technology-related businesses.
     Falling interest rates throughout the period boosted the performance of the
convertible  securities  in each fund's  portfolio.  Lower rates also  supported
stocks in  interest  rate-sensitive  sectors,  such as  utilities,  finance  and
insurance.  The funds' best gains,  however,  came not from the  performance  of
particular  sectors but from the good performance of many individual stocks in a
variety  of  sectors.  Slow  but  steady  economic  growth,  low  inflation  and
relatively low interest  rates allowed many domestic  companies to improve their
business  operations.  The funds  made  numerous  gains  from  firms  engaged in
acquisitions, restructurings or other favorable changes.
     So far, 1995's bull market has proved to be highly rewarding for funds that
take an  aggressive  approach  to the  market.  Value and Equity  Income did not
perform as well as some peers, which may have taken more concentrated  positions
in interest rate-sensitive or higher-priced companies that don't meet the funds'
price  or  income  requirements.   Nonetheless,   we  believe  that  the  funds'
conservative  investment approach provides a good opportunity for steady returns
over time with less downside risk than many other funds display.


                                        3
<PAGE>
September 30, 1995 (Unaudited)
- - - - - - --------------------------------------------------------------------------------
INVESTMENT REVIEW - VALUE FUND

TWENTIETH CENTURY
VALUE FUND

Management Q & A
- - - - - - --------------------------------------------------------------------------------
An interview with Peter Zuger and Phil Davidson, portfolio managers responsible
for the Twentieth Century Value fund

Q: HOW HAS THE VALUE FUND PERFORMED SO FAR IN 1995?

A: The fund got off to a fast start in 1995,  rising nearly 9% in the first two
months of the year,  compared with only a 6% gain for the S&P 500. Positions in
energy and banking, for example, helped propel the fund forward at that time, as
technology and other growth-oriented  stocks struggled.  The remainder of the
year has seen fewer  distinguishable  themes favorable to value investing.  Over
the six-month period ended September 30, 1995,  Twentieth Century Value posted a
total  return of 11.31%.  During the same  period,  the  fund's  benchmark,  the
S&P/BARRA Value Index, posted a 17.36% gain.

Q: WHY DID THE FUND UNDERPERFORM ITS BENCHMARK OVER THE PERIOD?

A: One  major  reason  is  that  the  fund's  largest  sector  weighting  was in
energy stocks. While we still see considerable  potential and inexpensive prices
in this sector, falling energy prices over the period dampened investor interest
in these shares,  and their  performance was relatively  weak. The fund also was
not as  concentrated in some  better-performing  sectors.  For example,  rapidly
falling   interest  rates  this  year  have  lifted  the  prices  of  utilities,
financials,  insurance stocks and other issues that benefit when rates fall. The
fund did have significant stakes in these  investments,  and was able to benefit
from this trend. Yet our policy of being broadly diversified discouraged us from
concentrating assets too aggressively in just a few sectors.


Quick Fund Facts - Value Fund
- - - - - - --------------------------------------------------------------------------------
Objective: Long-term capital growth with income as a secondary objective through
           investing in equity securities that management believes are
           undervalued at the time of purchase.
Inception date:  September 1, 1993
Size:   $566.7 million (as of September 30, 1995)


Q: WHAT HAVE BEEN SOME OF THE MORE POSITIVE FACTORS AFFECTING FUND PERFORMANCE?

A: Falling  interest  rates were clearly  beneficial to the fund. But there were
many  case-by-case  success  stories  as  well. Over the period, we were able to
identify a number of  high-quality  but  lesser-known  firms that benefited from
such  events  as  restructurings,   consolidations,   acquisitions  or  earnings
recoveries. Interstate Bakeries, for example, made a strong gain this year after
acquiring  Continental  Baking Company,  maker of well-known  Hostess and Wonder
baked goods.

Management Q & A continued on page 6.



                                        4
<PAGE>


                                      TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.
- - - - - - --------------------------------------------------------------------------------
INVESTMENT REVIEW - VALUE FUND

Average Annual Total Returns - Value Fund
- - - - - - --------------------------------------------------------------------------------
                         Value Fund     S&P 500 Index*   S&P/BARRA Value Index**
                        ------------    -------------    ---------------------
Year ended 9/30/95          23.88%          29.64%               27.70%
Inception 9/1/93
to 9/30/95                  14.75%          15.20%               12.73%


$10,000 Over Life of Fund - Value Fund                 [mountain graph]
- - - - - - --------------------------------------------------------------------------------
$10,000                             Value on 9/30/95:
investment                          $13,307  Value Fund
made 9/1/93                         $13,417  S&P 500 Index*
(Inception date)                    $12,835  S&P/BARRA Value Index**

[graph data]                        S & P BARRA     S & P 500
                           VALUE    VALUE INDEX*    INDEX

9/1/93                     $10,000  $10,000         $10,000
9/30/93                    $10,000  $ 9,996         $ 9,978
10/31/93                   $10,120  $10,050         $10,171
11/30/93                   $10,000  $ 9,870         $10,040
12/31/93                   $10,307  $10,038         $10,209
1/31/94                    $10,649  $10,506         $10,540
2/28/94                    $10,448  $10,125         $10,224
3/31/94                    $10,083  $ 9,709         $ 9,825
4/30/94                    $10,265  $ 9,914         $ 9,938
5/30/94                    $10,407  $10,079         $10,061
6/30/94                    $10,270  $ 9,799         $ 9,867
7/31/94                    $10,657  $10,131         $10,178
8/31/94                    $10,983  $10,417         $10,560
9/30/94                    $10,741  $10,051         $10,349
10/31/94                   $10,844  $10,270         $10,565
11/30/94                   $10,542  $ 9,854         $10,148
12/31/94                   $10,718  $ 9,975         $10,347
1/31/95                    $11,198  $10,245         $10,598
2/28/95                    $11,677  $10,643         $10,981
3/31/95                    $11,955  $10,937         $11,352
4/30/95                    $12,283  $11,296         $11,669
5/31/95                    $12,611  $11,799         $12,093
6/30/95                    $12,744  $11,889         $12,432
7/31/95                    $12,987  $12,299         $12,827
8/31/95                    $13,075  $12,404         $12,823
9/30/95                    $13,307  $12,835         $13,417



Top Ten Holdings+ (as of September 30, 1995)
- - - - - - --------------------------------------------------------------------------------
                                                              % of fund's
                                                              investments in
                                         % of fund            these industries
                                         investments          6 months ago
  Allied Domecq plc,
    6.75%, 7-7-08                            2.9%             2.5%
  Minnesota Mining
    & Manufacturing Co.                      2.9%             1.4%
  Universal Foods Corp.                      2.9%             1.7%
  Unocal Corp. $3.50                         2.7%             2.3%
  Northern States
    Power Co. (Minn.)                        2.7%             ---
  Dean Foods Co.                             2.7%             0.8%
  Central Newspapers, Inc.                   2.6%             1.7%
  Giant Food Inc.                            2.6%             2.1%
  MAPCO Inc.                                 2.4%             2.3%
  Ashland Inc.                               2.4%             2.4%

Past performance is not predictive of future performance.
Source: Lipper Analytical Services, Inc.
*  The S&P 500 Index is an index created by Standard &Poor's Corporation that is
   considered to represent the performance of the stock market generally.  It is
   not an investment product available for purchase.
** The S&P/BARRA  Value Index for 8/31/93,  the closest date to the inception of
   the fund for  which  the index is  available,  has been used as the  starting
   point for the index in the graph and the average  annual  total  return.  The
   S&P/BARRA Value Index is a  capitalization-weighted  index  consisting of S&P
   500 stocks that have lower  price-to-book  ratios and in general  share other
   characteristics associated with "value" stocks.
+  The composition of the fund's holdings is subject to change.


Top Five Industries (as of September 30, 1995)
- - - - - - --------------------------------------------------------------------------------
                                                              % of fund's
                                                              investments in
                                         % of fund            these industries
                                        investments           6 months ago
  Energy
   (Production & Marketing)               20.0%               14.7%
  Food & Beverage                         14.4%               6.9%
  Utilities                               11.9%               5.4%
  Chemicals & Resins                       7.9%               6.4%
  Publishing                               7.2%               1.7%



                                        5
<PAGE>
September 30, 1995 (Unaudited)
- - - - - - --------------------------------------------------------------------------------
INVESTMENT REVIEW - VALUE FUND

TWENTIETH CENTURY
VALUE FUND

Management Q & A continued from page 4.

Q: OVER THE PERIOD, THE FUND MORE THAN DOUBLED ITS STAKE IN THREE TOP SECTORS:
FOOD   AND  BEVERAGE,  UTILITIES,  AND   PUBLISHING.  WHAT  MAKES  THESE SECTORS
ATTRACTIVE?

A: We have  been  adding  to our  stake  in  utilities  for most of  this  year.
Utilities - especially  higher-yielding electric utilities - lost a lot of value
in 1994 when interest rates spiked up. They are finally  beginning to rally from
their  lows,  but they have been very  slow to  recover,  despite  the fact that
interest rates have fallen.  Mainly,  that's because people are concerned  about
the deregulation of the industry and increasing price competition. We have tried
to focus on  low-cost  producers  of power  that are  well-financed  and that we
believe can prosper in a changing  environment.  Among food and beverage stocks,
we are avoiding the big firms with well-known brand names, which tend to sell at
premium prices. Rather, we've focused on smaller, lesser-known companies. Hudson
Foods,  for  example,  may  not be a  household  word,  but  it has a very  good
business; it supplies the chickens for Boston Chicken, which has now changed its
name to Boston  Market.  Finally,  we are attracted to  publishing  because many
firms in that industry were severely hurt by a sharp rise in newsprint prices in
early 1995. We expect that problem to be only temporary.

Q: WHAT PLANS DO YOU HAVE FOR THE NEXT SIX MONTHS?

A: We continue to be excited about many of our energy  holdings - we believe the
market will  eventually  recognize  that they have strong  potential even if oil
prices stay weak. We also are looking at many other  businesses,  including some
intermediate  chemical  producers and  environmental  firms,  that have suffered
sharp  price  declines  due to what we believe  are  temporary  market  factors.
Overall, we will continue to seek inexpensive companies that have good potential
for a positive total return.


                                 [company logo]




                                        6

<PAGE>
                                      TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.
- - - - - - --------------------------------------------------------------------------------
INVESTMENT REVIEW - EQUITY INCOME FUND

TWENTIETH CENTURY
EQUITY INCOME FUND

Management Q & A
- - - - - - --------------------------------------------------------------------------------
An interview with Peter Zuger and Phil Davidson, portfolio managers responsible
for the Twentieth Century Equity Income fund

Q: HOW HAS THE FUND PERFORMED SO FAR IN 1995?

A: To date,  1995 has been marked by a lot of  volatility in both the equity and
the fixed income markets.  During the six-month period ended September 30, 1995,
the markets  enjoyed an extended  bull run that  favored  aggressive  investment
strategies.  The fund's total return of 11.55% over the period modestly  trailed
that of its  benchmark;  the Lipper  Equity  Income Fund Index  posted a gain of
14.66%  over  the  same  time  frame.  In less  favorable  periods,  such as the
beginning of the year, the fund posted somewhat higher returns. For the one-year
period  ended  September  30,  the  fund's  20.48%  total  return  exceeded  its
benchmark's gain of 20.26%.

Q: WHAT FACTORS HAVE AFFECTED THE FUND'S PERFORMANCE IN 1995?

A: The popularity of expensive and volatile  growth stocks was a negative factor
in the fund's  performance  this year.  Because  the fund  emphasizes  generally
modest-priced  securities with relatively high yields, it is unlikely to keep up
when aggressive, growth-oriented investment styles are more successful. However,
the fund was aided by rapidly  falling  interest rates in 1995,  which increased
the value of many  higher-yielding  securities in the fund's portfolio.  Many of
our   individual   holdings   also   turned  an  earnings   recovery,   business
restructuring,  or other event into share-price  gains; an outstanding  earnings
improvement at Giant Foods, Inc., for example, greatly benefited the fund.


Quick Fund Facts - Equity Income Fund
- - - - - - --------------------------------------------------------------------------------
Objective: Current income with capital appreciation as a secondary objective.
           Seeks a yield that exceeds the yield of securities in the S&P 500
           Index.
Inception date:  August 1, 1994
Size:   $83.1 million (as of September 30, 1995)


Q:  WHY DOES THE FUND OWN  SUCH A LARGE  PROPORTION  OF  ASSETS  IN  CONVERTIBLE
BONDS AND CONVERTIBLE-PREFERREDS?

A:  Convertible  securities  allow  an  investor  to give  up some of a  stock's
uncertain  capital  gains  potential in return for a steady income  stream.  Our
ownership of these securities helps mute the volatility of common stocks,  while
contributing to the fund's goal of providing shareholders with a yield above the
S&P 500's.  With a 30-day SEC yield of 3.73% as of September 30, 1995,  the fund
has been achieving this goal.  However,  unlike other fixed income  instruments,
convertibles are priced in relation to the performance of the underlying  common
stock. When that stock appreciates, the convertible gains in price as well.

 Management Q & A continued on page 8



                                       7
<PAGE>
September 30, 1995 (Unaudited)
- - - - - - --------------------------------------------------------------------------------
INVESTMENT REVIEW - EQUITY INCOME FUND

TWENTIETH CENTURY
EQUITY INCOME FUND

Management Q & A continued from page 7.

Q:  HOW  DID THE  FUND'S  CONVERTIBLES  PERFORM  OVER  THE  PERIOD?

A:  This  year has  provided  an  excellent  environment  in  which  many of our
convertible investments have flourished.  They have benefited from both a strong
stock  market  and  lower  interest  rates.  For  example,   our  Federal  Mogul
convertible-preferred performed well as its underlying common stock appreciated,
whereas  our  Hanson  convertible  bond  performed  well due to the  decline  in
interest rates. Convertibles did well even in sectors that were not particularly
popular in the stock  market.  The  performance  posted by  convertibles  in the
energy field were far more beneficial to the fund than were the common shares of
these same firms.

Q: HOW IS THE FUND POSITIONED FOR THE NEXT SIX MONTHS?

A:  There is no way to  predict  the  future of any  particular  stock,  fund or
market.  We  continually  search  for what we believe  are the  highest-yielding
securities of good,  quality  businesses,  and we are especially pleased when we
believe the prices of these firms are below what their  businesses may be worth.
Right now, we see a lot of relatively  high yields,  as well as what we perceive
to be good value, in many natural resources sectors,  utilities and a variety of
food  and  beverage  stocks,  all of which  have  been  left  behind  in  1995's
fast-paced market. We are also maintaining our stake in convertible  securities,
focusing on a few  higher-quality  issues that have relatively good yields.  The
portfolio   remains   conservatively   postured  in  its  continuing  quest  for
consistent, above-average dividend yields and moderate price appreciation.



                                 [company logo]




                                       8
<PAGE>

                                      TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.
- - - - - - --------------------------------------------------------------------------------
INVESTMENT REVIEW - EQUITY INCOME FUND


<TABLE>
<CAPTION>
Average Annual Total Returns - Equity Income Fund
- - - - - - --------------------------------------------------------------------------------------------------
                        Equity Income Fund     S&P 500 Index*    Lipper Equity Income Fund Index**
                        ------------------     -------------     -------------------------------
<S>                           <C>                  <C>                       <C>
Year ended 9/30/95            0.48%                29.64%                    20.26%
Inception 8/1/94
to 9/30/95                   19.90%                26.20%                    18.51%

</TABLE>


$10,000 Over Life of Fund - Equity Income Fund    [mountain graph]
- - - - - - --------------------------------------------------------------------------------

$10,000                       Value on 9/30/95:
investment                    $12,347  Equity Income Fund
made 8/1/94                   $13,104  S&P 500 Index*
(Inception date)              $12,191  Lipper Equity
                                       Income Fund Index**

                             LIPPER
                  EQUITY  EQUITY INCOME   S & P 500
                  INCOME   FUND INDEX*      INDEX

8/1/94            $10,000  $10,000         $10,000
8/31/94           $10,360  $10,333         $10,314
9/30/94           $10,248  $10,137         $10,108
10/31/94          $10,349  $10,192         $10,319
11/30/94          $10,038  $ 9,810         $ 9,911
12/31/94          $10,053  $ 9,888         $10,106
1/31/95           $10,449  $10,064         $10,351
2/28/95           $11,884  $10,388         $11,725
3/31/95           $11,069  $10,632         $11,087
4/30/95           $11,417  $10,886         $11,397
5/31/95           $11,641  $11,220         $11,811
6/30/95           $11,809  $11,369         $12,142
7/31/95           $12,056  $11,680         $12,528
8/31/95           $12,097  $11,824         $12,524
9/30/95           $12,347  $12,191         $13,104




Top Ten Holdings+ (as of September 30, 1995)
- - - - - - --------------------------------------------------------------------------------
                                                               % of fund's
                                                               investments in
                                             % of fund         these industries
                                             investments       6 months ago

  Browning-Ferris Industries, Inc.,
    6.75%, 7-18-05                           4.7%              2.2%
  Unocal Corp. $3.50                         4.0%              3.2%
  Cooper Industries, Inc.,
    7.05%, 1-1-15                            3.9%              2.0%
  Allied Domecq plc, 6.75%, 7-7-08           3.7%              3.0%
  Horace Mann Educators Corp.,
    6.50%, 12-1-99                           3.3%              --
  Universal Foods Corp.                      3.2%              1.2%
  Seafield Capital Corp.                     3.2%              3.4%
  Minnesota Mining
    &Manufacturing Co.                       3.1%              1.4%
  Giant Food Inc.                            3.1%              2.2%
  Northern States Power Co. (Minn.)          2.8%              --


Past performance is not predictive of future performance.
Source: Lipper Analytical Services, Inc.

* The S&P 500 Index is an index created by Standard &Poor's  Corporation that is
  considered to represent the performance of the stock market  generally.  It is
  not an investment product available for purchase.
**The Lipper  Equity  Income Fund Index for  7/31/93,  the  closest  date to the
  inception of the fund for which the index is  available,  has been used as the
  starting  point  for the  index in the  graph  and the  average  annual  total
  return.The  Lipper Equity Income Fund Index is a non-weighted  index of the 30
  largest equity income mutual funds.
+ The composition of the fund's holdings is subject to change.


Top Five Industries (as of September 30, 1995)
- - - - - - --------------------------------------------------------------------------------
                                                           % of fund's
                                                          investments in
                                        % of fund         these industries
                                        investments       6 months ago

  Energy (Production &Marketing)           18.5%             14.7%
  Utilities                                14.4%              5.6%
  Food & Beverage                          11.8%              6.1%
  Insurance                                 7.9%              5.0%
  Diversified Companies                     7.7%              7.8%


                                       9
<PAGE>
September 30, 1995 (Unaudited)
- - - - - - --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES

                                                                     Equity
                                                         Value       Income
- - - - - - --------------------------------------------------------------------------------
Assets
   Investment securities, at value
    (identified cost
    of $533,548,802 and $79,095,020,
     respectively)................................  $553,309,296    $81,843,220
   Cash...........................................       462,795         59,688
   Receivable for forward foreign currency
    exchange contracts held (Note 4)..............        38,291          5,912
   Receivable for investments sold................    23,830,397      3,147,851
   Dividends and interest receivable..............     1,873,273        459,989
                                                     -----------     ----------
                                                     579,514,052     85,516,660
                                                     -----------     ----------

Liabilities
   Disbursements in excess of demand deposit cash.       359,219         50,709
   Payable for forward foreign currency
    contracts held (Note 4).......................       143,674         24,984
   Payable for investments purchased..............    11,006,662      2,215,005
   Payable for capital shares redeemed............       202,981         22,204
   Accrued management fees (Note 2)...............       443,827         64,097
   Other liabilities..............................         7,313          5,092
                                                     -----------     ----------
                                                      12,163,676      2,382,091
                                                     -----------     ----------
Net Assets Applicable to
 Outstanding Shares...............................  $567,350,376    $83,134,569
                                                     ===========     ==========
Capital Shares, $0.01 par value
   Authorized.....................................   130,000,000     20,000,000
                                                     ===========     ==========
   Outstanding....................................    94,495,173     13,996,861
                                                     ===========     ==========

Net Asset Value Per Share.........................         $6.00          $5.94
                                                     ===========     ==========

Net assets consist of:
   Capital (par value and paid-in surplus)........  $504,003,790    $74,741,925
   Distributions in excess of net
    investment income.............................      (152,839)        (4,029)
   Accumulated undistributed net realized gain
    from security transactions....................    43,844,314      5,667,545
   Net unrealized appreciation on
    investments and translation of assets
    and liabilities in foreign currencies (Note 3)    19,655,111      2,729,128
                                                      ----------      ---------
                                                    $567,350,376    $83,134,569
                                                    ============    ===========


See Notes to Financial Statements

                                       10
<PAGE>
Six Months Ended September 30, 1995 (Unaudited)   TWENTIETH CENTURY CAPITAL
                                                       PORTFOLIOS, INC.
- - - - - - --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS
                                                                       Equity
                                                          Value        Income
- - - - - - --------------------------------------------------------------------------------

Investment Income
Income:

   Dividends (net of foreign taxes withheld
    of $50,097 and $7,336, respectively)..........     $7,305,466  $  1,071,093
   Interest.......................................      1,839,451       638,338
                                                       ----------     ---------
                                                        9,144,917     1,709,431
                                                       ----------     ---------
Expenses:
   Management fees (Note 2).......................      2,451,933       349,659
Directors' fees and expenses......................          3,472           497
                                                       ----------     ---------
                                                        2,455,405       350,156
                                                       ----------     ---------

Net investment income.............................      6,689,512     1,359,275
                                                       ----------     ---------

Realized and Unrealized Gain on Investments
and Foreign Currency (Notes 3 and 4)
Net realized gain during the period on:
   Investments....................................     40,323,167     5,277,987
   Foreign currency transactions..................        312,000        33,742
                                                       ----------     ---------
                                                       40,635,167     5,311,729
                                                       ----------     ---------
Change in net unrealized appreciation
   during the period on:
   Investments....................................      4,479,257       772,027
Translation of assets and liabilities
    in foreign currencies.........................         37,079         3,299
                                                       ----------     ---------
                                                        4,516,336       775,326
                                                       ----------     ---------
Net realized and unrealized gain on
investments and foreign currency                       45,151,503     6,087,055
                                                       ----------     ---------
Net Increase in Net Assets
Resulting from Operations                             $51,841,015    $7,446,330
                                                       ==========     =========

See Notes to Financial Statements

                                       11


<PAGE>
<TABLE>
<CAPTION>
Six Months Ended September 30, 1995 (Unaudited) and Year Ended March 31, 1995
- - - - - - -----------------------------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
                                                                                 Equity
                                                            Value                Income
- - - - - - -----------------------------------------------------------------------------------------------------


                                                  September 30,  March 31,  September 30,  March 31,
Increase in Net Assets                                1995          1995        1995         1995*

<S>                                               <C>          <C>           <C>          <C>
Operations
   Net investment income......................... $ 6,689,512  $ 4,012,652   $ 1,359,275  $   587,229
   Net realized gain on investments
     and foreign currency transactions...........  40,635,167    8,280,849     5,311,729      425,930
   Change in net unrealized appreciation
     on investments and translation of assets
     and liabilities in foreign currencies.......   4,516,336   19,619,779       775,326    1,953,802
                                                  ___________  ___________   ___________  ___________
   Net increase in net assets
     resulting from operations...................  51,841,015   31,913,280     7,446,330    2,966,961
                                                  ___________  ___________   ___________  ___________

Distributions to Shareholders
   From net investment income....................  (6,671,614)  (4,048,823)   (1,344,438)   (579,336)
   Distributions in excess of net
    investment income............................    (312,000)     (26,182)      (33,742)          -
   From net realized gains from
    security transactions........................           -   (7,543,028)            -     (63,131)
                                                  ___________  ___________   ___________  ___________
   Decrease in net assets from distributions.....  (6,983,614) (11,618,033)   (1,378,180)   (642,467)
                                                  ___________  ___________   ___________  ___________

Capital Share Transactions
   Proceeds from shares sold .................... 306,685,878  285,615,107    41,060,789   54,711,178
   Proceeds from reinvestment of distributions...   6,895,061   11,471,041     1,324,547      616,818
   Payments for shares redeemed..................(139,369,015) (56,898,648)  (17,531,757)  (5,439,650)
                                                  ___________  ___________   ___________  ___________
   Net increase in net assets from
     capital share transactions.................. 174,211,924  240,187,500    24,853,579   49,888,346
                                                  ___________  ___________   ___________  ___________

Net increase in net assets ...................... 219,069,325  260,482,747    30,921,729   52,212,840

Net Assets
   Beginning of period........................... 348,281,051   87,798,304    52,212,840            0
                                                  ___________  ___________   ___________  ___________

   End of period.................................$567,350,376 $348,281,051   $83,134,569 $ 52,212,840
                                                  ===========  ===========   ===========  ===========

   Distributions in excess of net investment 
   income........................................$   (152,839) $  (170,736)  $    (4,029) $   (18,866)
                                                  ===========  ===========   ===========  ===========

Transactions in shares of the Funds:
   Sold..........................................  53,440,673   54,767,393     7,182,620   10,551,588
   Issued in reinvestment of distributions.......   1,166,540    2,317,309       227,264      118,631
   Redeemed...................................... (23,847,884) (10,961,921)   (3,040,820)  (1,042,422)
                                                  -----------  -----------   -----------  -----------
   Net increase..................................  30,759,329   46,122,781     4,369,064    9,627,797
                                                  ===========  ===========   ===========  ===========

* Period August 1, 1994 (inception) through March 31, 1995

See Notes to Financial Statements

</TABLE>


                                       12
<PAGE>

September 30, 1995 (Unaudited)        TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.
- - - - - - --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

1. Organization and Summary of Significant Accounting Policies

Organization -
     Twentieth Century Capital Portfolios,  Inc. (the Corporation) is registered
under the Investment Company Act of 1940 as an open-end  diversified  management
investment  company.  Two  series  of  shares,  investing  primarily  in  equity
securities,  are  currently  issued as  Twentieth  Century  Value and  Twentieth
Century Equity Income (the Funds). The following significant accounting policies
are in accordance with accounting  policies generally accepted in the investment
company industry.

Security Valuations -
     Portfolio  securities traded primarily on a principal  securities  exchange
are valued at the last reported sales price,  or the mean between the latest bid
and asked  prices  where no last sales  price is  available.  Securities  traded
over-the-counter  are valued at the mean of the latest bid and asked  prices or,
in the case of certain  foreign  securities,  at the last reported  sales price.
Debt securities not traded on a principal securities exchange are valued through
valuations obtained from a commercial pricing service or at the mean of the most
recent bid and asked prices.  Short-term securities are valued at amortized cost
which approximates value. When valuations are not readily available,  securities
are valued at fair value as determined in good faith by the board of directors.

Security Transactions -
     Security  transactions are accounted for on the date purchased or sold. Net
realized gains and losses are determined on the identified cost basis,  which is
also used for federal income tax purposes.

Investment Income -
     Dividend  income less foreign taxes withheld (if any) is recorded as of the
ex-dividend  date or upon  receipt of  ex-dividend  notification  in the case of
certain foreign  securities.  Interest income is recognized on the accrual basis
and includes amortization of discounts and premiums.

Foreign Currency Transactions -
     The  accounting  records of the Funds are maintained in U.S.  dollars.  All
assets and liabilities  initially  expressed in foreign currencies are converted
into  U.S.  dollars  at  prevailing  exchange  rates.  Purchases  and  sales  of
investment  securities,  dividend and interest income,  and certain expenses are
translated at the rates of exchange  prevailing on the respective  dates of such
transactions.
     The  Funds  do not  isolate  that  portion  of the  results  of  operations
resulting from changes in the foreign  exchange  rates on  investments  from the
fluctuations  arising from changes in the market prices of securities held. Such
fluctuations  are included with the net realized and unrealized  gain or loss on
investments.
     Net realized foreign exchange gains or losses arise from sales of portfolio
securities,  sales of foreign  currencies,  and the difference between asset and
liability  amounts  initially  stated in foreign  currencies and the U.S. dollar
value of the amounts actually received or paid. Net unrealized  foreign exchange
gains or losses  arise from  changes in the value of  portfolio  securities  and
other assets and liabilities at the end of the reporting period,  resulting from
changes in the exchange rates.


                                       13
<PAGE>
September 30, 1995 (Unaudited)
- - - - - - --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. Organization and Summary of Significant Accounting Policies (continued)

Forward Foreign Currency Exchange Contracts -
     The Funds may enter into forward foreign  currency  exchange  contracts for
the purpose of settling specific purchases or sales of securities denominated in
a foreign currency or to hedge the Funds' exposure to foreign currency  exchange
rate fluctuations.  The net U.S. dollar value of foreign currency underlying all
contractual   commitments  held  by  the  Funds  and  the  resulting  unrealized
appreciation or depreciation are determined using prevailing exchange rates.

Repurchase Agreements -
     Securities pledged as collateral for repurchase  agreements are held by the
Federal  Reserve Bank and are  designated  as being held on the Fund's behalf by
its custodian under a book-entry  system.  The Funds monitor the adequacy of the
collateral daily and can require the seller to provide additional  collateral in
the event the market value of the  securities  pledged  falls below the carrying
value of the repurchase agreement.

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

Distributions to Shareholders -
     Distributions  to  shareholders  are  recorded  on  the  ex-dividend  date.
Distributions  from net  investment  income  are  declared  and paid  quarterly.
Distributions from net realized gains are declared and paid annually.
     The  character of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These  differences  are primarily due to differing
treatments for foreign currency transactions and wash sales.

Supplementary Information -
     Certain  officers and directors of the Corporation are also officers and/or
directors,  and,  as a group,  controlling  stockholders  of  Twentieth  Century
Companies,  Inc., the parent of the Corporation's investment manager,  Investors
Research Corporation (IRC).


2. Management Agreement

     The  Management  Agreement  with IRC provides for a monthly  management fee
computed by  multiplying  the  applicable fee for each Fund by the average daily
closing value of such Fund's net assets during the previous month. The Agreement
further provides that all expenses of the Funds,  except brokerage  commissions,
taxes, interest,  expenses of those directors who are not considered "interested
persons" as defined in the  Investment  Company Act of 1940  (including  counsel
fees) and  extraordinary  expenses,  will be paid by IRC. The  agreement  may be
terminated by either party upon 60 days' written notice.
          The current annual management fee for each Fund is 1%.


                                       14
<PAGE>
<TABLE>
<CAPTION>
September 30, 1995 (Unaudited)                       TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.
- - - - - - ------------------------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. Investment Transactions
          Investment transactions (excluding short-term investments) for the six months ended September 30, 1995, were as follows:

                                          Purchases                             Proceeds From Sales
                        ------------------------------------------  ------------------------------------------
                           Common         Preferred    Other Debt      Common         Preferred    Other Debt
                           Stocks          Stocks      Obligations     Stocks          Stocks      Obligations
                        ------------    -----------   ------------  ------------    -----------   ------------
       <S>              <C>             <C>           <C>           <C>             <C>           <C>
       Value            $521,798,719    $10,510,349   $25,071,182   $344,612,527    $14,471,367   $18,956,215

       Equity Income    $ 53,033,976    $ 7,978,633   $16,517,067   $ 32,566,117    $ 5,587,295   $15,325,495


          On September 30, 1995, the composition of unrealized appreciation and (depreciation) of investment securities based on
      the aggregate cost of investments for federal income tax purposes was as follows:

                            Appreciation           (Depreciation)              Net          Federal Tax Cost
                            ------------            ------------          ----------        ----------------
       Value                $27,958,062             $(8,444,700)         $19,513,362         $533,795,934

       Equity Income        $ 3,532,129             $  (807,110)         $ 2,725,019         $ 79,118,201



4. Commitments

          Forward foreign currency exchange contracts obligate a Fund to deliver currencies at specified future dates. Forward
      contracts involve elements of market risk in excess of the amount reflected in the Statement of Assets and Liabilities. The
      Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the forward contract. Additionally,
      losses may arise if the counterparties do not perform under the contracts' terms. Outstanding contracts at September 30,
      1995 were as follows:

                                                            U.S. Dollar                  U.S Dollar
                                             Currency to    Value as of    Currency to   Value as of    Unrealized
       Fund             Settlement Date     be Delivered      9/30/95      be Received     9/30/95      Gain/(Loss)
       ------------     ---------------    --------------   ------------   ------------  ------------   ------------
       Value           October 31, 1995      13,205,394     $20,870,861     20,727,187   $20,727,187     $(143,674)
                                            British Pounds                  U.S. Dollar
                                            Sterling

                       October 31, 1995      56,167,173      11,397,791     11,436,082    11,436,082        38,291
                                            French Franc                    U.S. Dollar
                                                            ------------                  -----------   -----------
                                                            $32,268,652                  $32,163,269     $(105,383)
                                                            ============                  ===========   ===========

       Equity Income   October 31, 1995       2,296,350      $3,629,335      3,604,351    $3,604,351     $ (24,984)
                                            British Pounds                  U.S. Dollar
                                            Sterling

                       October 31, 1995       8,671,744       1,759,724      1,765,636     1,765,636         5,912
                                            French Franc                    U.S. Dollar
                                                            ------------                  -----------    ----------
                                                            $ 5,389,059                  $ 5,369,987     $ (19,072)
                                                            ============                  ===========    ==========

                                       15
</TABLE>

<PAGE>
September 30, 1995 (Unaudited)
- - - - - - --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS

VALUE
- - - - - - --------------------------------------------------------------------------------
Shares                                                                     Value
- - - - - - --------------------------------------------------------------------------------
COMMON STOCKS

Banking-2.7%
  203,500  First Bell Bancorp, Inc.1                                  $2,620,063
   35,000  Hawkeye Bancorporation                                        888,125
  117,400  Industrial Bancorp, Inc.1                                   1,496,850
  221,200  Mercantile Bancorporation Inc.                              9,898,700
                                                                      ----------
                                                                      14,903,738
                                                                      ----------
Building & Home Improvements-1.8%
  225,200  Stanley Works                                               9,768,050
                                                                      ----------
Chemicals & Resins-7.9%
    100,000  Albemarle Corp.                                           1,875,000
    178,000  Du Pont (E.I.)
               De Nemours & Co.                                       12,237,500
  1,078,200  Ethyl Corp.                                              11,994,975
    500,000  Methanex Corp. ORD1                                       3,445,707
    336,800  Petrolite Corporation                                     9,009,400
     90,000  Rohm & Haas Co.                                           5,433,750
                                                                      ----------
                                                                      43,996,332
                                                                      ----------
Consumer Products-2.7%
  470,000  Dial Corp. (The)                                           11,632,500
  225,000  Sunbeam-Oster Co., Inc.                                     3,346,875
                                                                      ----------
                                                                      14,979,375
                                                                      ----------

Control & Measurement-2.3%
  425,000  Beckman Instruments, Inc.                                  12,856,250
                                                                      ----------

Diversified Companies-4.8%
  280,000  Minnesota Mining
           & Manufacturing Co.                                        15,820,000
  360,000  National Service Industries, Inc.                          10,530,000
                                                                      ----------
                                                                      26,350,000
                                                                      ----------
Electrical & Electronic
Equipment-0.8%
  144,000  General Signal Corp.                                        4,212,000
                                                                      ----------

Energy (Production & Marketing)-17.3%
  428,000  Apache Corp.                                               11,235,000
  396,800  Ashland Inc.                                               13,243,200
  616,000  Baker Hughes Inc.                                          12,551,000
  335,000  Diamond Shamrock, Inc.                                      8,249,375
  258,000  MAPCO Inc.                                                 13,287,000
  328,300  Murphy Oil Corp.                                           13,132,000
  379,279  Societe Nationale
             Elf Aquitaine ADR                                        12,753,256
  175,000  Texaco Inc.                                                11,309,375
                                                                      ----------
                                                                      95,760,206
                                                                      ----------

Environmental Services-3.9%
  342,000  Browning-Ferris Industries, Inc.                          $10,388,250
  400,000  WMX Technologies, Inc.                                     11,400,000
                                                                     -----------
                                                                      21,788,250
                                                                     -----------
Food & Beverage-11.5%
  485,000  Archer-Daniels-Midland Co.                                  7,456,875
  263,400  Coors (Adolph) Co.                                          4,724,737
  520,200  Dean Foods Co.                                             14,825,700
  640,000  Hudson Foods, Inc.                                          8,880,000
  200,000  Interstate Bakeries Corp.                                   4,225,000
1,769,000  United Biscuits
           (Holdings) plc ORD                                          7,749,556
  453,200  Universal Foods Corp.                                      15,805,350
                                                                      ----------
                                                                      63,667,218
                                                                      ----------

Healthcare-2.1%
  308,600  Seafield Capital Corp.                                     11,572,500
                                                                      ----------

Industrial Equipment
& Machinery-1.9%
  300,000  Cooper Industries, Inc.                                    10,575,000
                                                                      ----------

Insurance-4.6%
  417,000  Argonaut Group, Inc.                                       12,822,750
  370,800  Home Beneficial Corp.                                       8,667,450
  212,000  Paul Revere Corp.                                           4,001,500
                                                                      ----------
                                                                      25,491,700
                                                                      ----------

Paper & Forest Products-0.5%
   64,600  Westvaco Corp.                                              2,947,375
                                                                      ----------

Publishing-7.2%
  285,000  American Greetings Corp. Cl. A                              8,728,125
  469,700  Central Newspapers, Inc.                                   14,325,850
   80,000  Dun & Bradstreet Corp.                                      4,630,000
  549,300  McClatchy Newspapers, Inc.                                 12,015,938
                                                                      ----------
                                                                      39,699,913
                                                                      ----------

Restaurants-0.6%
  152,700  Luby's Cafeterias, Inc.                                     3,283,050
                                                                      ----------

Retail (Food & Drug)-2.6%
  454,900  Giant Food Inc.                                            14,272,487
                                                                      ----------

Retail (General Merchandise)-3.1%
  400,000  Dillard Department Stores, Inc.                            12,750,000
   97,100  Mercantile Stores Co., Inc.                                 4,369,500
                                                                      ----------
                                                                      17,119,500
                                                                      ----------
Transportation-1.8%
  421,600  Alexander & Baldwin, Inc.                                  10,118,400
                                                                      ----------

See Notes to Financial Statements

                                       16
<PAGE>
September 30, 1995 (Unaudited)        TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.
- - - - - - --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS

VALUE (CONTINUED)
- - - - - - --------------------------------------------------------------------------------
Shares/Principal Amount                                                    Value
- - - - - - --------------------------------------------------------------------------------
Utilities-11.9%
  244,600  El Paso Natural Gas Co.                                   $ 6,726,500
  372,000  Florida Progress Corp.                                     12,043,500
  562,000  Montana Power Co.                                          12,996,250
  329,000  Northern States
             Power Co. (Minn.)                                        14,928,375
  271,500  Sierra Pacific Resources                                    6,210,562
  345,500  Union Electric Co.                                         12,913,062
                                                                     ___________
                                                                      65,818,249
                                                                     ___________

Total Common Stocks-92.0%                                            509,179,593
(Cost $490,161,426)                                                  -----------

CONVERTIBLE PREFERRED STOCK

Energy (Production & Marketing)
  281,000  Unocal Corp. $3.50+
(Cost $14,814,299)                                                    15,103,750
                                                                     -----------

Total Convertible
Preferred Stock-2.7%                                                  15,103,750
                                                                     -----------

CONVERTIBLE BONDS

Food & Beverage-2.9%
(british lb.)10,235,000  Allied Domecq plc, 6.75%, 7-7-08             15,822,453
                                                                     -----------

Industrial Equipment
& Machinery-1.7%
$9,200,000 Cooper Industries, Inc.,
             7.05%, 1-1-15                                             9,303,500
                                                                     -----------

Total Convertible Bonds-4.6%                                          25,125,953
(Cost $24,673,077)                                                   -----------

TEMPORARY CASH INVESTMENTS
   Repurchase Agreement (Goldman
      Sachs & Co., Inc.), 6.30%, due 10-2-95;
      collateralized by $2,860,000 par value
      U.S. Treasury Bonds, 10.00%-13.875%,
      5-15-10 through 5-15-11
      (Delivery Value $3,902,048)
(Cost $3,900,000)                                                      3,900,000
                                                                     -----------

Total Temporary
Cash Investments-0.7%                                                  3,900,000
                                                                     -----------

Total Investment Securities-100.0%                                $  553,309,296
(Cost $533,548,802)                                                 ============




EQUITY INCOME
- - - - - - --------------------------------------------------------------------------------
Share                                                                      Value
- - - - - - --------------------------------------------------------------------------------
COMMON STOCKS

Banking-3.3%
  58,000  First Bell Bancorp, Inc.1                                   $  746,750
   7,000  Hawkeye Bancorporation                                         177,625
  32,600  Industrial Bancorp, Inc.1                                      415,650
  31,000  Mercantile Bancorporation Inc.                               1,387,250
                                                                      ----------
                                                                       2,727,275
                                                                      ----------

Building & Home Improvements-1.5%
  28,400  Stanley Works                                                1,231,850
                                                                      ----------

Chemicals & Resins-6.9%
  24,500  Du Pont (E.I.)
          De Nemours & Co.                                             1,684,375
 187,000  Ethyl Corp.                                                  2,080,375
  71,000  Petrolite Corporation                                        1,899,250
                                                                      ----------
                                                                       5,664,000
                                                                      ----------
Consumer Products-0.6%
  10,000  National Presto Industries, Inc.                               448,750
                                                                      ----------
Diversified Companies-5.1%
  45,500  Minnesota Mining
          & Manufacturing Co.                                          2,570,750
  55,800  National Service Industries, Inc.                            1,632,150
                                                                      ----------
                                                                       4,202,900
                                                                      ----------

Electrical & Electronic
Equipment-0.5%
  15,000  General Signal Corp.                                           438,750
                                                                      ----------

Energy (Production & Marketing)-9.2%
  40,000  Baker Hughes Inc.                                              815,000
  16,000  MAPCO Inc.                                                     824,000
  46,000  Murphy Oil Corp.                                             1,840,000
  58,168  Societe Nationale
          Elf Aquitaine ADR                                            1,955,899
  32,300  Texaco Inc.                                                  2,087,388
                                                                      ----------
                                                                       7,522,287
                                                                      ----------

Food & Beverage-8.1%
  46,300  Coors (Adolph) Co.                                             830,506
  51,500  Dean Foods Co.                                               1,467,750
  29,000  Interstate Bakeries Corp.                                      612,625
 255,000  United Biscuits
          (Holdings) plc ORD                                           1,117,093
  75,300  Universal Foods Corp.                                        2,626,087
                                                                      ----------
                                                                       6,654,061
                                                                      ----------

Healthcare-3.2%
  68,800  Seafield Capital Corp.                                       2,580,000
                                                                      ----------

See Notes to Financial Statements

                                       17

<PAGE>
September 30, 1995 (Unaudited)
- - - - - - --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS

EQUITY INCOME (CONTINUED)
- - - - - - --------------------------------------------------------------------------------
Shares                                                                     Value
- - - - - - --------------------------------------------------------------------------------
Industrial Equipment
& Machinery-0.4%
  10,000  Cooper Industries, Inc.                                       $352,500
                                                                      ----------

Insurance-4.6%
  60,300  Argonaut Group, Inc.                                         1,854,225
  63,300  Home Beneficial Corp.                                        1,479,638
  12,500  Ohio Casualty Corp.                                            442,187
                                                                      ----------
                                                                       3,776,050
                                                                      ----------
Publishing-3.3%
  27,900  Central Newspapers, Inc.                                       850,950
  14,000  Dun & Bradstreet Corp.                                         810,250
  46,000  McClatchy Newspapers, Inc.                                   1,006,250
                                                                      ----------
                                                                       2,667,450
                                                                      ----------
Restaurants-1.0%
  39,600  Luby's Cafeterias, Inc.                                        851,400
                                                                      ----------

Retail (Food & Drug)-3.1%
  79,800  Giant Food Inc.                                              2,503,725
                                                                      ----------

Retail (General Merchandise)-0.8%
  13,900  Mercantile Stores Co., Inc.                                    625,500
                                                                      ----------

Transportation-1.7%
  57,200  Alexander & Baldwin, Inc.                                    1,372,800
                                                                      ----------

Utilities-14.4%
  55,100  El Paso Natural Gas Co.                                      1,515,250
  66,700  Florida Progress Corp.                                       2,159,413
  86,600  Montana Power Co.                                            2,002,625
  51,000  Northern States
            Power Co. (Minn.)                                          2,314,125
  81,000  Sierra Pacific Resources                                     1,852,875
  52,000  Union Electric Co.                                           1,943,500
                                                                      ----------
                                                                      11,787,788
                                                                      ----------

Total Common Stocks-67.7%                                             55,407,086
(Cost $53,021,030)                                                    ----------

CONVERTIBLE PREFERRED STOCK

Energy (Production & Marketing)
  37,500  Ashland Inc. $3.125                                          2,081,250
  43,000  Diamond Shamrock, Inc. $2.50+                                2,268,250
  61,000  Unocal Corp. $3.50+                                          3,278,750
(Cost $7,634,381)                                                     ----------

Total Convertible
Preferred Stocks-9.3%                                                  7,628,250
                                                                      ----------

- - - - - - --------------------------------------------------------------------------------
Principal Amount                                                           Value
- - - - - - --------------------------------------------------------------------------------
CONVERTIBLE BONDS

Diversified Companies-2.6%
$2,687,000 Hanson PLC, 2.39%, 3-1-01+                                 $2,154,638
                                                                      ----------
Electrical & Electronic
Equipment-2.5%
 2,000,000  General Signal Corp.,
            5.75%, 6-1-02                                              2,050,000
                                                                      ----------
Environmental Services-4.7%
 3,833,000  Browning-Ferris Industries, Inc.,
            6.75%, 7-18-05                                             3,797,066
                                                                      ----------

Food & Beverage-3.7%
(British lb.)1,930,000 Allied Domecq plc,
             6.75%, 7-7-08                                             2,983,618
                                                                      ----------
Industrial Equipment
& Machinery-3.9%
$3,150,000 Cooper Industries, Inc.,
             7.05%, 1-1-15                                             3,185,437
                                                                      ----------
Insurance-3.3%
 2,700,000  Horace Mann Educators Corp.,
             6.50%, 12-1-99                                            2,737,125
                                                                      ----------

Total Convertible Bonds-20.7%                                         16,907,884
(Cost $16,539,609)                                                    ----------

TEMPORARY CASH INVESTMENTS
   Repurchase Agreement (Goldman
      Sachs & Co., Inc.), 6.30%, due 10-2-95;
      collateralized by $1,415,000 par value
      U.S. Treasury Bonds, 11.125%-11.875%,
      8-15-03 through 11-15-03
      (Delivery Value $1,900,998)
(Cost $1,900,000)                                                      1,900,000
                                                                      ----------

Total Temporary
Cash Investments-2.3%                                                  1,900,000
                                                                      ----------
Total Investment Securities-100.0%                                   $81,843,220
(Cost $79,095,020)                                                    ==========


See Notes to Financial Statements

                                       18
<PAGE>
September 30, 1995 (Unaudited)        TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.
- - - - - - --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS

NOTES TO SCHEDULES OF INVESTMENTS

ADR = American Depositary Receipt
ORD = Foreign Ordinary Shares
1Non-income producing
+The following  securities  were purchased under Rule 144A of the Securities Act
 and, unless registered under the Act or exempted from registration, may only be
 sold to qualified institutional investors.

<TABLE>
<CAPTION>
                                                       Average
   Fund/                            Acquisition    Cost Per Share/      Market       Percentage of
    Issuer                             Date          Principal Unit      Value        Net Assets
- - - - - - ----------------------------------------------------------------------------------------------------

<S>                                   <C>             <C>             <C>                 <C>
Value
   Unocal Corp. $3.50                 7-26-94 to
     Convertible Preferred Stock      9-11-95         $58.58          $15,103,750         2.7%
                                                                      ===========         ====
Equity Income
   Diamond Shamrock, Inc. $2.50       5-17-95 to
     Convertible Preferred Stock      9-21-95         $54.72          $ 2,268,250         2.7%
   Hanson PLC Convertible             1-18-95 to
     Debenture, 2.39%, 3-1-01         5-24-95         $74.77            2,154,638         2.6%
   Unocal Corp. $3.50 Convertible     8-1-94  to
     Preferred Stock                  9-26-95         $52.61            3,278,750         4.0%
                                                                       ----------         ----
                                                                      $ 7,701,638         9.3%
                                                                       ==========         ==== 
</TABLE>


                                       19
<PAGE>
<TABLE>
<CAPTION>
September 30, 1995 (Unaudited)
- - - - - - ------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (For a Share Outstanding Throughout the Period)


                                   INCOME FROM
                              INVESTMENT OPERATIONS                        DISTRIBUTIONS
                        --------------------------------            --------------------------

                                       Net Realized                        Distributions
                                            and                              from Net
                   Net Asset            Unrealized   Total    Distributions  Realized                  Net Asset        [table cont.
                    Value,      Net        Gain       from      from Net     Gains on                   Value,             below]
                   Beginning  Investment (Loss) on  Investment  Investment   Security      Total        End of   Total
                   of Period   Income*  Investments Operations   Income    Transactions  Distributions  Period  Return1

<S>                  <C>        <C>       <C>          <C>       <C>         <C>          <C>            <C>      <C>
Value
September 1, 1993
(inception)through
March 31, 1994       $5.01      $0.08     $(0.04)      $0.04     $(0.07)        --        $(0.07)        $4.98    0.83%

Year ended
March 31, 1995        4.98       0.12       0.75        0.87      (0.12)     $(0.27)       (0.39)         5.46   18.56%

Six Months ended
September 30, 1995
(Unaudited)           5.46       0.07       0.55        0.62      (0.08)        --         (0.08)         6.00   11.31%


Equity Income
August 1, 1994
(inception) through
March 31, 1995       $5.00      $0.09      $0.44       $0.53     $(0.09)     $(0.02)      $(0.11)        $5.42   10.69%

Six Months ended
September 30, 1995
(Unaudited)           5.42       0.10       0.52        0.62      (0.10)        --         (0.10)         5.94   11.55%



[table continued]                   RATIOS/SUPPLEMENTAL DATA
                               -------------------------------


                          Ratio of     Ratio of Net
                          Operating      Investment               Net
                           Expenses      Income to   Portfolio   Assets,
                          to Average     Average    Turnover    End of
                          Net Assets    Net Assets    Rate      Period

<S>                        <C>           <C>          <C>    <C>
Value
September 1, 1993
(inception)through
March 31, 1994             1.00%**       3.37%**      79%    $ 87,798,304

Year ended
March 31, 1995             1.00%         2.65%        94%     348,281,051

Six Months ended
September 30, 1995
(Unaudited)                1.00%**       2.71%**      81%     567,350,376


Equity Income
August 1, 1994
(inception) through
March 31, 1995             1.00%**       4.04%**      45%     $52,212,840

Six Months ended
September 30, 1995
(Unaudited)                0.99%**       3.84%**      79%      83,134,569



 1Actual total return for period indicated
 *Computed using average shares outstanding throughout the period
**Annualized
</TABLE>

See Notes to Financial Statements


                                       20

<PAGE>

                                      TWENTIETH CENTURY CAPITAL PORTFOLIOS, INC.
- - - - - - --------------------------------------------------------------------------------
PROXY VOTING RESULTS

     An annual meeting of shareholders was held on July 31, 1995, to vote on the
following  proposals.  All of the  proposals  received the required  majority of
votes and were adopted.
     A summary of voting results is listed below each proposal.

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

                                   Equity Income                   Value
                              --------------------------------------------------
James E. Stowers Jr.          For         32,785,905      For        215,422,259
                              Withheld     4,407,801      Withheld    53,522,190
James E. Stowers III          For         32,872,191      For        215,422,255
                              Withheld     4,321,515      Withheld    53,522,194
Thomas A. Brown               For         32,895,253      For        215,852,049
                              Withheld     4,298,453      Withheld    53,092,400
Robert W. Doering MD          For         32,810,106      For        215,273,446
                              Withheld     4,383,600      Withheld    53,671,003
Linsley L. Lundgaard          For         32,716,115      For        214,926,088
                              Withheld     4,477,591      Withheld    54,018,361
Donald H. Pratt               For         32,844,892      For        215,718,562
                              Withheld     4,348,814      Withheld    53,225,887
Lloyd T. Silver Jr.           For         32,647,153      For        215,382,341
                              Withheld     4,546,553      Withheld    53,562,108
M. Jeannine Strandjord        For         32,880,223      For        215,747,680
                              Withheld     4,313,483      Withheld    53,196,769
John M. Urie                  For         32,689,193      For        214,751,314
                              Withheld     4,504,513      Withheld    54,193,136

Proposal II -
     To  vote on the  continuation  of a  management  agreement  with  Investors
Research Corporation.
                                   Equity Income                   Value
                              --------------------------------------------------
                              For         31,629,271      For        208,019,641
                              Against        362,154      Against      3,089,460
                              Abstain      5,202,281      Abstain     57,835,348

Proposal III -
     To vote on the  selection by the Board of Directors of Ernst & Young LLP as
independent auditors for the Corporation.

                                   Equity Income                   Value
                              ----------------------      ----------------------
                              For         32,302,425      For        211,049,844
                              Against        321,112      Against      2,910,582
                              Abstain      4,570,169      Abstain     54,984,023

                                       21
<PAGE>

Twentieth Century Capital Portfolios, Inc.              TWENTIETH CENTURY
                                                        Capital Portfolios
Investment Manager
Investors Research Corporation
Kansas City, Missouri

This report and the financial
statements contained herein
are submitted for the general                            Semiannual Report
information of the shareholders
of the corporation. The report                           September 30, 1995
is not authorized for distribution
to prospective investors in the
corporation unless preceded
or accompanied by an effective
prospectus.


[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
- - - - - - ------------------------------------------------

                                                   [company logo]

SH-BKT-3513
9511
(c) 1995 Twentieth Century Services, Inc.






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