TWENTIETH CENTURY CAPITAL PORTFOLIOS INC
497, 1996-12-23
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                                   PROSPECTUS

                               SEPTEMBER 3, 1996
                            REVISED JANUARY 1, 1997

                                    AMERICAN
                                    CENTURY
                                     GROUP

                                     Value
                                 Equity Income

INVESTOR CLASS

                                 [front cover]



                          AMERICAN CENTURY INVESTMENTS
                                FAMILY OF FUNDS

     American  Century  Investments  offers you nearly 70 fund choices  covering
stocks, bonds, money markets,  specialty investments and blended portfolios.  To
help you find the funds that may meet your investment  needs,  American  Century
funds  have  been  divided  into  three  groups  based on  investment  style and
objectives. These groups, which appear below, are designed to help simplify your
fund decisions.

                          AMERICAN CENTURY INVESTMENTS

       BENHAM GROUP(R)       AMERICAN CENTURY GROUP   TWENTIETH CENTURY(R) GROUP

    MONEY MARKET FUNDS         ASSET ALLOCATION &
   GOVERNMENT BOND FUNDS         BALANCED FUNDS
  DIVERSIFIED BOND FUNDS    CONSERVATIVE EQUITY FUNDS       GROWTH FUNDS
   MUNICIPAL BOND FUNDS          SPECIALTY FUNDS         INTERNATIONAL FUNDS

                              Value o Equity Income





                                   PROSPECTUS
                               SEPTEMBER 3, 1996
                            REVISED JANUARY 1, 1997

                             VALUE o EQUITY INCOME
                                 INVESTOR CLASS

                   AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

     American  Century Capital  Portfolios,  Inc. is a part of American  Century
Investments,  a family of funds that  includes  nearly 70 no-load  mutual  funds
covering a variety of  investment  opportunities.  Two of the funds that  invest
primarily  in  equity  securities  are  described  in  this  Prospectus.   Their
investment  objectives are listed on page 2 of this Prospectus.  The other funds
are described in separate prospectuses.

     Through its Investor Class of shares,  American  Century offers investors a
full  line  of  no-load  funds,  investments  that  have  no  sales  charges  or
commissions.

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

                          AMERICAN CENTURY INVESTMENTS
                       4500 Main Street o P.O. Box 419200
               Kansas City, Missouri 64141-6200 o 1-800-345-2021
                       International calls: 816-531-5575
                    Telecommunications Device for the Deaf:
                   1-800-634-4113 o In Missouri: 816-753-1865
                       Internet: www.americancentury.com

     Additional  information,  including  this  Prospectus  and the Statement of
Additional Information,  may be obtained by accessing the Web site maintained by
the SEC (www.sec.gov).

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

Prospectus                                                                     1



                       INVESTMENT OBJECTIVES OF THE FUNDS

AMERICAN CENTURY VALUE FUND

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

AMERICAN CENTURY EQUITY INCOME FUND

     The  investment  objective of Equity  Income is the  production  of current
income.  Capital  appreciation  is a secondary  objective.  The fund attempts to
achieve  its  objectives  by  investing  primarily  in  income-producing  equity
securities.  In the  pursuit  of its  objectives,  the fund  seeks a yield  that
exceeds the yield of securities  comprising  the Standard & Poor's 500 Composite
Stock Price Index.

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.

2  Investment Objectives                            American Century Investments



                               TABLE OF CONTENTS

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

INFORMATION REGARDING THE FUNDS

Investment Policies of the Funds..............................7
   Value......................................................7
   Equity Income..............................................7
   Policies Applicable to Both Funds..........................7
Other Investment Practices, Their Characteristics
   and Risks..................................................8
   Foreign Securities.........................................8
   Equity Securities..........................................9
   Forward Currency Exchange Contracts........................9
   Portfolio Turnover.........................................10
   Repurchase Agreements......................................10
   Index Futures Contracts....................................10
   Derivative Securities......................................11
   Portfolio Lending..........................................12
   When-Issued Securities.....................................12
   Short Sales................................................12
   Rule 144A Securities.......................................12
Performance Advertising.......................................13

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

American Century Investments..................................14
Investing in American Century.................................14
How to Open an Account........................................14
     By Mail..................................................14
     By Wire..................................................14
     By Exchange..............................................15
     In Person................................................15
   Subsequent Investments.....................................15
     By Mail..................................................15
     By Telephone.............................................15
     By Online Access.........................................15
     By Wire..................................................15
     In Person................................................15
   Automatic Investment Plan..................................15
How to Exchange from One Account to Another...................15
     By Mail..................................................16
     By Telephone.............................................16
     By Online Access.........................................16
How to Redeem Shares..........................................16
     By Telephone.............................................16
     By Mail..................................................16
     By Check-A-Month.........................................16
     Other Automatic Redemptions..............................16
   Redemption Proceeds........................................16
     By Check.................................................16
     By Wire and ACH..........................................16
   Special Requirements for Large Redemptions.................17
   Redemption of Shares in Low-Balance
   Accounts...................................................17
Signature Guarantee...........................................17
Special Shareholder Services..................................17
     Automated Information Line...............................18
     Online Account Access....................................18
     Open Order Service.......................................18
     Tax-Qualified Retirement Plans...........................18
Important Policies Regarding Your Investments.................18
Reports to Shareholders.......................................19
Employer-Sponsored Retirement Plans and
   Institutional Accounts.....................................20

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price...................................................21
   When Share Price Is Determined.............................21
   How Share Price Is Determined..............................21
   Where to Find Information About Share Price................22
Distributions.................................................22
Taxes.........................................................22
   Tax-Deferred Accounts......................................22
   Taxable Accounts...........................................22
Management....................................................23
   Investment Management......................................23
   Code of Ethics.............................................24
   Transfer and Administrative Services.......................24
Distribution of Fund Shares...................................25
Further Information About American Century....................25

Prospectus                                                  Table of Contents  3



                    TRANSACTION AND OPERATING EXPENSE TABLE

                                                                   Value
                                                              Equity Income

SHAREHOLDER TRANSACTION EXPENSES:

Maximum Sales Load Imposed on Purchases.......................     none
Maximum Sales Load Imposed on Reinvested Dividends............     none
Deferred Sales Load...........................................     none
Redemption Fee(1).............................................     none
Exchange Fee..................................................     none

ANNUAL FUND OPERATING EXPENSES:

(as a percentage of net assets)
Management Fees..............................................      1.00%
12b-1 Fees....................................................     none
Other Expenses(2)............................................      0.00%
Total Fund Operating Expenses................................      1.00%

EXAMPLE

You would pay the following expenses on a               1 year      $10
$1,000 investment, assuming a 5% annual return and     3 years       32
redemption at the end of each time period:             5 years       55
                                                      10 years      122

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

(2)  Other  expenses,  which  includes  the fees and expenses  (including  legal
     counsel  fees) of  those  directors  who are not  "interested  persons"  as
     defined in the  Investment  Company  Act,  were 0.0111 of 1% of average net
     assets for the most recent fiscal year.

     The purpose of this 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 the funds  offered by
this  Prospectus.  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 Investor 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  Investor  Class,  resulting  in  different
performance for the other classes. For additional  information about the various
classes, see "Further Information About American Century," page 25.

4  Transaction and Operating Expense Table         American Century Investments



                              FINANCIAL HIGHLIGHTS
                                     VALUE

     The  Financial  Highlights  for each of the  periods  presented  have  been
audited by Ernst & Young LLP, independent auditors, whose report thereon appears
in the  fund's  annual  report,  which is  incorporated  by  reference  into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge.  The  information  presented is for a share  outstanding  throughout the
years ended March 31, except as noted.
<TABLE>

                                                                           1996      1995    1994(1)

PER-SHARE DATA
<S>                                                                     <C>         <C>       <C>  
Net Asset Value,  Beginning of Period.................................. $5.46       $4.98     $5.01
Income from Investment Operations
   Net Investment Income(2) ...........................................   .13         .12       .08
   Net Realized and Unrealized Gain (Loss) on Investment Transactions..  1.34         .75     (.04)
   Total from Investment Operations....................................  1.47         .87       .04
Distributions
   From Net Investment Income.......................................... (.12)       (.12)     (.07)
   In Excess of Net Investment Income.................................. (.01)          --        --
   From Net Realized Gains on Investment Transactions.................. (.48)       (.27)        --
   Total Distributions................................................. (.61)       (.39)     (.07)
Net Asset Value, End of Period......................................... $6.32       $5.46     $4.98
   Total Return(3).....................................................28.06%      18.56%     0.83%

RATIOS/SUPPLEMENTAL DATA
   Ratio of Operating Expenses to Average Net Assets...................  .97%       1.00%  1.00%(4)
   Ratio of Net Investment Income to Average Net Assets................ 2.17%       2.65%  3.37%(4)
   Portfolio Turnover Rate.............................................  145%         94%       79%
   Average Commission Paid per Investment Security Traded..............$.0409       --(5)     --(5)
   Net Assets, End of Period (in thousands)............................$881,885  $348,281   $87,798
</TABLE>

(1)  September 1, 1993 (inception) through March 31, 1994.

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

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

(4)  Annualized.

(5)  Not computed for the period indicated.

Prospectus                                               Financial Highlights  5



                              FINANCIAL HIGHLIGHTS
                                  EQUITY INCOME
     
     The  Financial  Highlights  for each of the  periods  presented  have  been
audited by Ernst & Young LLP, independent auditors, whose report thereon appears
in the  fund's  annual  report,  which is  incorporated  by  reference  into the
Statement of  Additional  Information.  The annual  report  contains  additional
performance  information  and will be made  available  upon  request and without
charge.  The  information  presented is for a share  outstanding  throughout the
years ended March 31, except as noted.
<TABLE>
     
                                                                           1996     1995(1)

PER-SHARE DATA
<S>                                                                         <C>     <C>  
Net Asset Value,  Beginning of Period..................................     $5.42   $5.00
Income from Investment Operations
   Net Investment Income(2) ...........................................       .20     .09
   Net Realized and Unrealized Gain (Loss) on Investment Transactions..      1.13     .44
   Total from Investment Operations....................................      1.33     .53
Distributions
   From Net Investment Income..........................................     (.19)   (.09)
   In Excess of Net Investment Income..................................     (.01)      --
   From Net Realized Gains on Investment Transactions..................     (.45)   (.02)
   Total Distributions.................................................     (.65)   (.11)
Net Asset Value, End of Period.........................................     $6.10   $5.42
   Total Return(3).....................................................    25.67%  10.69%

RATIOS/SUPPLEMENTAL DATA
   Ratio of Operating Expenses to Average Net Assets...................      .98%   1.00%(4)
   Ratio of Net Investment Income to Average Net Assets................     3.51%   4.04%(4)
   Portfolio Turnover Rate.............................................      170%     45%
   Average Commission Paid per Investment Security Traded..............    $.0378   --(5)
   Net Assets, End of Period (in thousands)............................  $116,692 $52,213
</TABLE>
(1)  August 1, 1994 (inception) through March 31, 1995.

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

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

(4)  Annualized.

(5)  Not computed for the period indicated.

6  Financial Highlights                             American Century Investments



                        INFORMATION REGARDING THE FUNDS

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  identified on page 2 of this Prospectus and
any other investment  policies designated as "fundamental" in this Prospectus or
in the  Statement  of  Additional  Information,  cannot be changed  without  the
approval of the  shareholders  entitled  to cast a majority  of the  outstanding
votes of the  corporation,  as defined by the Investment  Company Act. 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.

VALUE

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

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

     It is  management's  intention  that the fund  will  primarily  consist  of
domestic equity securities.  However, the fund also may invest in other types of
domestic or foreign securities  consistent with the accomplishment of the fund's
objective.  The  other  securities  the  fund  may  invest  in  are  convertible
securities  (see  "Other  Investment   Practices,   Their   Characteristics  and
Risks--Equity  Securities,"  page 9), preferred  stocks,  bonds,  notes and debt
securities of companies and debt  obligations of governments and their agencies.
Investments in these  securities will be made when the manager believes that the
total  return  potential  on these  securities  equals or exceeds the  potential
return on common stocks.

EQUITY INCOME

     The  investment  objective of Equity  Income is the  production  of current
income.  Capital  appreciation  is a secondary  objective of the fund.  The fund
seeks to achieve its objectives by screening  companies  primarily for favorable
dividend paying history (yield) and prospects for continuing  and/or  increasing
dividend paying ability and secondarily for capital appreciation potential.  The
fund seeks a yield that exceeds the yield of securities  comprising the S&P 500.
Total  return  for the fund  will  consist  primarily  of  dividend  income  and
secondarily of capital appreciation (or depreciation).

     Under normal circumstances, the fund will invest at least 65% of the fund's
total  assets in equity  securities  and at least 85% of the fund's total assets
will be invested in income-paying securities.  The fund's portfolio will consist
primarily of domestic securities.

POLICIES APPLICABLE TO BOTH FUNDS

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

     Income is a primary or  secondary  objective of each fund.  As a result,  a
portion of the portfolio of each fund may consist of fixed income securities.

     The  value of fixed  income  securities  fluctuates  based  on  changes  in
interest rates and in the credit

Prospectus                                    Information Regarding the funds  7



quality of the issuer.  Debt  securities  that  comprise  part of a fund's fixed
income  portfolio will primarily be limited to "investment  grade"  obligations.
However, each fund may invest up to 5% of its assets in "high yield" securities.
"Investment  grade" means that at the time of  purchase,  such  obligations  are
rated within the four highest categories by a nationally recognized  statistical
rating  organization (for example,  at least Baa by Moody's  Investors  Service,
Inc.  or BBB by  Standard  &  Poor's  Corporation),  or,  if not  rated,  are of
equivalent investment quality as determined by the investment manager. 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 and changing circumstances.

     "High yield" securities,  sometimes referred to as "junk bonds," are higher
risk,  non-convertible  debt  obligations  that are rated below investment grade
securities, or are unrated, but with similar credit quality.

     There are no credit or maturity restrictions on the fixed income securities
in which the high  yield  portion  of fund's  portfolio  may be  invested.  Debt
securities rated lower than Baa by Moody's or BBB by S&P or their equivalent are
considered  by  many  to  be  predominantly  speculative.  Changes  in  economic
conditions or other circumstances are more likely to lead a weakened capacity to
make principal and interest  payments on such  securities  that 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  investment  manager to
determine,  to the extent reasonably  possible,  that the planned  investment is
sound, given the investment  objective of the fund (see "An Explanation of Fixed
Income Securities Ratings" in the Statement of Additional Information).

     The funds will not  necessarily  dispose of high  yield  securities  if the
aggregate value of such  securities  exceeds 5% of a fund's assets if such level
is exceeded as a result of market  appreciation  of the value of such securities
or market depreciation of the value of the other assets of the fund. Rather, the
manager will cease  purchasing any additional  high yield  securities  until the
value of such  securities  is less than 5% of the fund's assets and will monitor
such  investments to determine  whether  continuing to hold such  investments is
likely to assist the fund in meeting its investment objectives.

     In addition,  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 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.

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

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

OTHER INVESTMENT PRACTICES,
THEIR CHARACTERISTICS AND RISKS

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

FOREIGN SECURITIES

     Each fund may invest up to 25% of its assets in the  securities  of foreign
issuers,  including debt  securities of foreign  governments and their agencies,
when these  securities  meet its  standards of  selection.  The 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 of the United States,  and/or whose principal  trading market is outside
the United  States.  The principal  business  activities of such issuers will be
located in developed countries.

     The funds may make such investments  either directly in foreign  securities
or indirectly by purchasing  depositary receipts or depositary shares of similar
instruments ("DRs") for foreign  securities.  DRs are securities that are listed
on exchanges or quoted in

8  Information Regarding the Funds                  American Century Investments



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

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

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

EQUITY SECURITIES

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

     Each fund will limit its purchase of convertible  debt  securities to those
that, at the time of purchase, are rated at least B- by S&P or B3 by Moody's, or
if  not  rated  by S&P  or  Moody's  are of  equivalent  investment  quality  as
determined  by the  manager.  Debt  securities  rated  below  the  four  highest
categories are not considered  "investment grade" obligations.  These securities
have  speculative  characteristics  and present more credit risk than investment
grade obligations.  For a description of the S&P and Moody's ratings categories,
see "An  Explanation  of Fixed Income  Securities  Ratings," in the Statement of
Additional  Information.  Equity  equivalents may also include  securities whose
value or return is  derived  from the value or return of a  different  security.
Depositary  receipts are an example of the type of derivative  security in which
the fund might invest.

FORWARD CURRENCY EXCHANGE CONTRACTS

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

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

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

     By entering into a forward currency  exchange  contract with respect to the
specific purchase or sale of a security  denominated in a foreign currency,  the
funds 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 foreign securities trades.

     When the manager  believes that a particular  currency may decline in value
compared  to the  dollar,  the funds may enter into  forward  currency  exchange
contracts  to sell an amount of foreign  currency  equal to the value of some or
all of a 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

Prospectus                                    Information Regarding the Funds  9



be obligated to deliver an amount of foreign currency in excess of the aggregate
value of the fund's  portfolio  securities  or other assets  denominated  in, or
whose value is tied to, that currency.

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

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

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

PORTFOLIO TURNOVER

     The  portfolio  turnover  rates of the  funds  are  shown in the  Financial
Highlights table on pages 5 and 6 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
manager  believes  that the rate of  portfolio  turnover is  irrelevant  when it
determines a change is in order to achieve those  objectives  and,  accordingly,
the annual portfolio turnover rate cannot be accurately predicted.

     The  portfolio  turnover of the funds may be higher  than other  investment
companies with similar  investment  objectives.  Higher  turnover would generate
correspondingly  greater brokerage  commissions,  which is a cost that the funds
pay directly. Portfolio turnover 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 up to 20% of its assets in repurchase  agreements when
such  transactions  present an attractive  short-term return on cash that is not
otherwise  committed  to the  purchase  of  securities  pursuant  to the  fund's
investment policies.

     A repurchase  agreement  occurs when a fund  purchases an  interest-bearing
obligation from a bank or broker-dealer registered under the Securities Exchange
Act of 1934 and simultaneously agrees to sell it back on a specified date in the
future  (usually  less than one week later) at a higher  price.  The  repurchase
price reflects an agreed-upon  interest rate during the time the fund's money is
invested in the security and is  considered by the staff of the SEC to be a loan
by the fund.

     A fund's risk in connection  with  repurchase  agreements is the ability of
the seller to pay the  repurchase  price on the  repurchase  date. If the seller
defaults,  the fund may incur costs,  delays or losses.  Management monitors the
creditworthiness of sellers.

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

     The funds will enter into repurchase  agreements only with those commercial
banks and  broker-dealers  whose  creditworthiness  has been  reviewed and found
satisfactory by the funds' management pursuant to criteria adopted by the funds'
Board of Directors.

INDEX FUTURES CONTRACTS

     Each fund may enter into domestic stock index futures  contracts.  An index
futures  contract is an agreement to take or make  delivery of an amount of cash
based on the  difference  between the value of the index at the beginning and at
the end of the contract period.  Rather than actually  purchasing the securities
of an index,  the manager may purchase a futures  contract,  which  reflects the
value of such underlying  securities.  For example,  S&P 500 futures reflect the
value of the  underlying  companies  that comprise the S&P 500  Composite  Stock
Price Index. If the aggregate  market value of the underlying  index  securities
increases or decreases during the contract period, the

10  Information Regarding the Funds                 American Century Investments



value of the S&P 500  futures  can be  expected  to  reflect  such  increase  or
decrease.  As a result, the manager is able to expose to the equity markets cash
that is  maintained  by the funds to meet  anticipated  redemptions  or held for
future investment  opportunities.  Because futures generally settle within a day
from the date they are  closed  out  (compared  with three days for the types of
equity securities  primarily invested in by the funds) the manager believes that
this use of futures  allows the funds to effectively be fully invested in equity
securities while maintaining the liquidity needed by the funds.

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

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

DERIVATIVE SECURITIES

     To the extent permitted by its investment objectives and policies,  each of
the funds may invest in securities that are commonly referred to as "derivative"
securities.  Generally,  a derivative  is a financial  arrangement  the value of
which is based on, or "derived" from, a traditional  security,  asset, or market
index.   Certain  derivative   securities  are  more  accurately   described  as
"index/structured"   securities.   Index/structured  securities  are  derivative
securities whose value or performance is linked to other equity securities (such
as depositary receipts or S&P 500 futures), currencies,  interest rates, indices
or other financial indicators ("reference indices").

     Some  "derivatives"  such  as   mortgage-related   and  other  asset-backed
securities are in many respects like any other investment,  although they may be
more volatile or less liquid than more traditional debt securities.

     There are many different  types of  derivatives  and many different ways to
use them. Futures and options are commonly used for traditional hedging purposes
to  attempt  to  protect  a fund  from  exposure  to  changing  interest  rates,
securities  prices, or currency exchange rates and for cash management  purposes
as a low-cost  method of gaining  exposure  to a  particular  securities  market
without investing directly in those securities.

     No fund may invest in a derivative  security  unless the reference index or
the  instrument to which it relates is an eligible  investment for the fund. For
example,  a security whose underlying value is linked to the S&P 500 Index would
be a permissible investment since each of the funds may invest in the securities
of companies  comprising  the S&P 500 Index  (assuming  they  otherwise meet the
other  requirements  for the fund),  while a security whose  underlying value is
linked to the price of oil would not be a permissible investment since the funds
may not invest in oil and gas leases or futures.

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

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

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

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

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

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

Prospectus                                   Information Regarding the Funds  11



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

PORTFOLIO LENDING

     In order to realize  additional  income,  each fund may lend its  portfolio
securities  to  persons  not  affiliated  with  it  and  who  are  deemed  to be
creditworthy.  Such loans must be secured continuously by cash, collateral or by
irrevocable  letters  of credit  maintained  on a current  basis in an amount at
least equal to the market value of the securities  loaned.  During the existence
of the loan,  the funds must continue to receive the  equivalent of the interest
and dividends  paid by the issuer on the  securities  loaned and interest on the
investment of the collateral. The funds must have the right to call the loan and
obtain the  securities  loaned at any time on five days'  notice,  including the
right to call the loan to enable the fund to vote the securities. Such loans may
not exceed one-third of either fund's net assets valued at market. The portfolio
lending policy  described in this  paragraph is  fundamental  policy that may be
changed only by a vote of a majority of the fund's shareholders.

WHEN-ISSUED SECURITIES

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

SHORT SALES

     Each fund may engage in short sales if, at the time of the short sale,  the
fund owns or has the right to acquire an equal amount of the security being sold
short at no additional  cost. These  transactions  allow 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, from time to time,  purchase Rule 144A  securities when they
present  attractive  investment  opportunities  that  otherwise  meet the funds'
criteria for selection.  Rule 144A  securities are securities that are privately
placed with and traded  among  qualified  institutional  buyers  rather than the
general  public.  Although  Rule  144A  securities  are  considered  "restricted
securities," they are not necessarily illiquid.

     With respect to securities  eligible for resale under Rule 144A,  the staff
of the SEC 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 has delegated the day-to-day  function of determining the
liquidity  of Rule  144A  securities  to the  manager.  The  Board  retains  the
responsibility to monitor the implementation of the guidelines and procedures it
has adopted.

     Since the  secondary  market  for such  securities  is  limited  to certain
qualified institutional buyers, the

12  Information Regarding the Funds                 American Century Investments



liquidity of such  securities  may be limited  accordingly  and a fund may, from
time to time, hold a Rule 144A security that is illiquid.  In such an event, the
fund's manager will consider appropriate remedies to minimize the effect on such
fund's  liquidity.  Neither  fund may  invest  more  than 15% of its  assets  in
illiquid  securities  (securities  that  may not be sold  within  seven  days at
approximately the price used in determining the net asset value of fund shares).

PERFORMANCE ADVERTISING

     From  time  to  time,  the  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  Investor  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.

     A  quotation  of yield  reflects  a  fund's  income  over a  stated  period
expressed as a percentage of the fund's share price.

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

     Each fund also may include in  advertisements  data  comparing  performance
with the  performance  of  non-related  investment  media,  published  editorial
comments and performance rankings compiled by independent organizations (such as
Lipper  Analytical  Services) 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. In addition, fund performance
may be  compared  to  well-known  indices  of  market  performance,  such as the
Standard & Poor's 500 Index,  the Dow Jones  Industrial  Average,  the S&P/Barra
Value Index (with regard to Value) and the Lipper Equity Income Fund Index (with
regard to Equity Income).  The performance of a fund may also be compared,  on a
relative  basis,  to other funds in our fund family.  This relative  comparison,
which may be based upon historical or expected fund  performance,  volatility or
other fund  characteristics,  may be presented  numerically,  graphically  or in
text.  Fund  performance may also be combined or blended with other funds in our
fund family,  and that  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.

Prospectus                                   Information Regarding the Funds  13



                               HOW TO INVEST WITH
                          AMERICAN CENTURY INVESTMENTS


AMERICAN CENTURY INVESTMENTS

     The funds  offered by this  Prospectus  are a part of the American  Century
Investments  family  of  mutual  funds.  Our  family  provides  a full  range of
investment  opportunities,  from  the  aggressive  equity  growth  funds  in our
Twentieth  Century Group,  to the fixed income funds in our Benham Group, to the
moderate risk and specialty  funds in our American  Century  Group.  Please call
1-800-345-2021  for a  brochure  or  prospectuses  for the  other  funds  in the
American Century Investments family.

INVESTING IN AMERICAN CENTURY

     The  following  section  explains  how  to  invest  with  American  Century
including purchases, redemptions,  exchanges and special services. You will find
more detail about doing  business with us by referring to the Investor  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,  as well as the  information
contained  in our Investor  Services  Guide,  may not apply to you.  Please read
"Employer-Sponsored Retirement Plans and Institutional Accounts," page 20.

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   is  $2,500   [$1,000   for  IRA  and   Uniform
Gifts/Transfers to Minors Acts ("UGMA/UTMA")  accounts].  These minimums 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 15).
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 American Century Investments.

BY WIRE

     You may make your initial  investment by wiring funds. To do so, call us or
mail  a  completed   application  and  provide  your  bank  with  the  following
information:

o    RECEIVING BANK AND ROUTING NUMBER:
     Commerce Bank, N.A. (101000019)

o    BENEFICIARY (BNF):
     American Century Services Corporation
     4500 Main St., Kansas City, Missouri 64111

o    BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
     2804918

o    REFERENCE FOR BENEFICIARY (RFB):
     American Century account number into which you are investing.  If more than
     one, leave blank and see Bank to Bank Information below.

o    ORIGINATOR TO BENEFICIARY (OBI):
     Name and address of owner of account into which you are investing.

o    BANK TO BANK INFORMATION
     (BBI or Free Form Text):

     o    Taxpayer identification or Social Security number

14 How To Invest with American Century Investments  American Century Investments



     o    If more than one account, account numbers and amount to be invested in
          each account.

     o    Current tax year, previous tax year or rollover designation if an IRA.
          Specify whether IRA, SEP-IRA or SARSEP-IRA.

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 American  Century account.  See
this page 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, Missouri 64111

     1665 Charleston Road
     Mountain View, California 94043

     2000 S. Colorado Blvd.
     Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

     Subsequent  investments  may be  made  by an  automatic  bank,  payroll  or
government direct deposit (see "Automatic Investment Plan," this page) 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 investment 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 investments is higher without an investment 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 ONLINE ACCESS

     Once your  account  is open,  you may make  investments  online if you have
authorized us (by choosing "Full Services" on your  application) to draw on your
bank account.

BY WIRE

     You may make  subsequent  investments  by wire.  Follow  the wire  transfer
instructions on page 14 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 this page.

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. An exchange request will be processed the same day it is received if it
is received before the funds' net asset values are calculated, which is one hour
prior  to the  close  of the New  York  Stock  Exchange  for the  Benham  Target
Maturities Trust, and at the close of the Exchange for all of our other funds.

     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

Prospectus                 How To Invest with American Century Investments    15



Investor 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% of 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 17).

BY MAIL

     You may direct us in writing to  exchange  your  shares  from one  American
Century account to another. For additional information,  please see our Investor
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 18) 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.

BY ONLINE ACCESS

     You  can  make  exchanges  online  if  you  have  authorized  us to  accept
instructions  over the  Internet.  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.

     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

     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  (see  "Signature
Guarantee," page 17).

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 in an amount you choose  (minimum
$50). To set up a Check-A-Month  plan, please call and request our Check-A-Month
brochure.

OTHER AUTOMATIC REDEMPTIONS

     If you have at least a $10,000  balance in your  account,  you may elect to
make  redemptions  automatically  by authorizing us to send funds to you or 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 Investor 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. Funds transferred by ACH

16 How To Invest with American Century Investments  American Century Investments



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.

REDEMPTION OF SHARES IN
LOW-BALANCE ACCOUNTS

     Whenever  the  shares  held in an  account  have a value  of less  than the
required  minimum,  a letter will be sent advising you of the necessity to bring
the value of the shares held in the account up to the minimum or to establish an
automatic investment that is the equivalent of at least $50 per month. If action
is not taken within 90 days of the letter's date, 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.  We  reserve  the right to  increase  the  investment
minimums.

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; or

     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 Investor 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 Investor Services Guide.

     Our special investor services include:

Prospectus                   How To Invest with American Century Investments  17



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.

ONLINE ACCOUNT ACCESS

     You   may   contact   us  24   hours   a  day,   seven   days  a  week   at
www.americancentury.com  to access  your  funds'  daily  share  prices,  receive
updates on major market indexes and view  historical  performance of your funds.
If you select "Full  Services" on your  application,  you can use your  personal
access code and Social Security number to view your account balances and account
activity,  make subsequent investments from your bank account or exchange shares
from one fund to another.

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 Investor  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.

18 How To Invest with American Century Investments  American Century 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. Once you have mailed or otherwise transmitted
          your  transaction  instructions  to us,  they may not be  modified  or
          canceled.

     (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 advisor
          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 per hour 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 American Century  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 Investor 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 Investor  Services
Guide for more information.

     Each year, we will send you an annual and a semiannual  report  relating to
your fund, each of which is incorporated herein by reference.  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.

Prospectus                   How To Invest with American Century Investments  19



EMPLOYER-SPONSORED RETIREMENT
PLANS AND INSTITUTIONAL ACCOUNTS

     Information   contained  in  our  Investor   Services   Guide  pertains  to
shareholders  who invest  directly with American  Century rather than through an
employer-sponsored retirement plan or through a financial intermediary.

     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 American Century 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  Service  Representatives by calling
1-800-345-3533 to request information about our funds and services,  to obtain a
current  prospectus or to get answers to any questions  about our funds that you
are unable to obtain through your plan administrator or financial intermediary.

20 How To Invest with American Century Investments  American Century Investments



                     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 a fund's  assets,
deducting  total  liabilities  and  dividing  the result by the number of shares
outstanding.  Net asset  value  for the  funds  offered  by this  Prospectus  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 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 payment is received by us.
Wired funds are  considered  received on the day they are  deposited in our bank
account if they are deposited before the close of business on the Exchange.

     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  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 for receiving  orders 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.  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
price is used.  Depending on local convention or regulation,  securities  traded
over-the-counter are priced at the mean of the latest bid and asked prices or at
the  last  sale  price.  When  market  quotations  are  not  readily  available,
securities and other assets are valued at fair value as determined in accordance
with procedures adopted by the Board of Directors.

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

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

Prospectus                            Additional Information You Should Know  21



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  affected on days when
shares of the fund may not be purchased or redeemed.

WHERE TO FIND INFORMATION
ABOUT SHARE PRICE

     The net asset  values of  Investor  Class of the  funds  are  published  in
leading  newspapers daily. The net asset value of each fund may also be obtained
by calling us or by accessing our Web site at www.americancentury.com.

DISTRIBUTIONS

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

     Participants  in  employer-sponsored   retirement  or  savings  plans  must
reinvest all distributions.  For shareholders in taxable accounts, distributions
will be reinvested  unless you elect to receive them in cash.  Distributions  of
less than $10 generally  will be  reinvested.  Distributions  made shortly after
purchase  by  check  or ACH may be held up to 15  days.  You may  elect  to have
distributions on shares of Individual  Retirement Accounts and 403(b) plans paid
in cash only if you are at least  591/2  years old or  permanently  and  totally
disabled.  Distribution  checks  normally are mailed within seven days after the
record date. Please consult our Investor Services Guide for further  information
regarding your distribution options.

     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 undistributed gains and dividends are included in the value of your
shares  prior to  distribution,  when  they are  distributed,  the value of your
shares will be 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," this page.

TAXES

     Each fund has 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 fund  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 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 fund 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

22  Addition Information You Should Know            American Century Investments



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 the funds on foreign securities, and, in
limited  circumstances capital gains realized by the funds 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.  Foreign countries generally do not impose taxes
on capital  gains in respect  of  investments  by  non-resident  investors.  The
foreign taxes paid by a fund will reduce its dividends.

     Distributions  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 the 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.

     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  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 advisor 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,  we are  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 us that omit your Social  Security number or
tax  identification  number will  subject us 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 generally will 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  management  agreement  entered into with the funds,  American
Century  Investment  Management,  Inc.  serves as the investment  manager of the
funds.  Its principal  place of business is American  Century  Tower,  4500 Main
Street,  Kansas City, Missouri 64111. The manager has been providing  investment
advisory services to investment companies and institutional clients since it was
founded in 1958.

Prospectus                            Additional Information You Should Know  23



     In June,  1995,  American  Century  Companies,  Inc.  ("ACC"),  the  parent
corporation of the manager,  acquired Benham Management  International,  Inc. In
the acquisition,  Benham Management  Corporation ("BMC"), the investment advisor
to The Benham Group of mutual  funds,  became a wholly owned  subsidiary of ACC.
Certain  employees of BMC provide  investment  management  services to the funds
while certain employees of the manager provide investment management services to
funds managed by BMC.

     The manager  supervises and manages the  investment  portfolio of each fund
and directs the purchase and sale of its  investment  securities.  It utilizes a
team of portfolio  managers,  assistant  portfolio  managers and analysts acting
together to manage the assets of the 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 it deems  appropriate  in pursuit of the
funds' investment  objectives.  Individual portfolio manager members of the team
may also  adjust  portfolio  holdings  of the funds as  necessary  between  team
meetings.

     The portfolio  manager  members of the team managing the funds described in
this  Prospectus  and  their  work  experience  for the last  five  years are as
follows:

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

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

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

     For the services  provided to the Investor Class of the funds,  the manager
receives an annual fee of 1% of the  average net assets of each fund  offered by
this Prospectus.

     On the first business day of each month,  each fund pays the management fee
to the manager for the previous  month at the  specified  rate.  The fee for the
previous month is calculated by  multiplying  1% of the aggregate  average daily
closing value of each fund's net assets during the previous month by a fraction,
the  numerator  of which is the  number  of days in the  previous  month and the
denominator of which is 365 (366 in leap years).

CODE OF ETHICS

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

TRANSFER AND ADMINISTRATIVE SERVICES

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

     Certain  recordkeeping and administrative  services that would otherwise be
performed  by the transfer  agent may be  performed  by an insurance  company or
other  entity  providing  similar  services for various  retirement  plans using
shares  of the  funds as a  funding  medium,  by  broker-dealers  and  financial
advisors  for their  customers  investing  in shares of  American  Century or by
sponsors of multi mutual fund no- or low-transaction  fee programs.  The manager
or an affiliate may enter into contracts to pay them for such  recordkeeping and
administrative services out of its unified management fee.

     Although  there is no sales  charge  levied by the funds,  transactions  in
shares of the funds may be executed by brokers or investment advisors who charge
a

24  Additional Information You Should Know          American Century Investments



transaction-based  fee or other fee for their  services.  Such  charges may vary
among  broker-dealers and financial advisors,  but in all cases will be retained
by the  broker-dealer or financial  advisor and not remitted to the funds or the
manager.  You  should be aware of the fact that these  transactions  may be made
directly with American Century without incurring such fees.

     From time to time,  special  services  may be offered to  shareholders  who
maintain  higher  share  balances  in our 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 the manager.

     The  manager  and the  transfer  agent are both  wholly  owned by  American
Century Companies, Inc. James E. Stowers Jr., Chairman of the Board of Directors
of the funds,  controls American Century Companies by virtue of his ownership of
a majority of its common stock.

DISTRIBUTION OF FUND SHARES

     The funds' shares are distributed by American Century Investment  Services,
Inc. (the  "Distributor"),  a registered  broker-dealer  and an affiliate of the
funds'  investment  manager.  The manager pays all expenses  for  promoting  and
distributing the Investor Class of fund shares offered by this  Prospectus.  The
Investor  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 AMERICAN CENTURY

     American  Century  Capital  Portfolios,  Inc. the issuer of the funds,  was
organized as a Maryland corporation on June 14, 1993.

     American  Century  Capital  Portfolios,  Inc.  is a  diversified,  open-end
management investment company whose shares were first offered for sale September
1,  1993.  Its  business  and  affairs  are  managed by its  officers  under the
direction of its Board of Directors.

     The  principal  office of the funds is American  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.  (international
calls: 816-531-5575.)

     American  Century Capital  Portfolios,  Inc. issues two series of $0.01 par
value  shares.  Each  series  is  commonly  referred  to as a fund.  The  assets
belonging to each series of shares are held separately by the custodian.

     American  Century  offers four classes of each of the funds offered by this
Prospectus:  an Investor Class, an Institutional  Class, a Service Class, and an
Advisor Class.  The shares offered by this  Prospectus are Investor 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 Investor Class.
Different fees and expenses will affect performance.  For additional information
concerning the other classes of shares not offered by this  Prospectus,  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.

     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  that must be voted on  separately  by the series or class of
shares affected. Matters affecting

Prospectus                            Additional Information You Should Know  25



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 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.

26  Additional Information You Should Know         American Century Investments



                                     NOTES


Prospectus                                                             Notes  27



                                     NOTES


28  Notes                                          American Century Investments



                                     NOTES


Prospectus                                                             Notes  29




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: www.americancentury.com

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