AMERICAN CENTURY CAPITAL PORTFOLIOS INC
N-30D, 1997-11-19
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                                   SEMIANNUAL
                                     REPORT

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



                               SEPTEMBER 30, 1997

                                    AMERICAN
                                     CENTURY
                                      GROUP

                                      Value
                                  Equity Income



                                TABLE OF CONTENTS

Report Highlights .........................................................    1
Our Message to You ........................................................    2
Value
           Performance & Portfolio Information ............................    3
           Management Q & A ...............................................    4
           Schedule of Investments ........................................    7
           Financial Highlights ...........................................   25

Equity Income
           Performance & Portfolio Information ............................   10
           Management Q & A ...............................................   11
           Schedule of Investments ........................................   14
           Financial Highlights ...........................................   28

Statements of Assets and Liabilities ......................................   17

Statements of Operations ..................................................   18

Statements of Changes in Net Assets .......................................   19

Notes to Financial Statements .............................................   20

Proxy Voting Results ......................................................   30

Share Class and Retirement
Account Information .......................................................   33

Background Information

           Investment Philosophy and Policies .............................   36

           Comparative Indices ............................................   36

           Investment Team Leaders ........................................   36

Glossary ..................................................................   37

    American  Century  Investments  offers you nearly 70 fund  choices  covering
stocks,  bonds,  money markets,  specialty  investments and blended  portfolios.
We've organized our funds into three distinct groups,  based on investment style
and objectives, to help simplify your fund decisions. These groups appear below.

               AMERICAN CENTURY INVESTMENTS--FAMILY OF FUNDS
- -------------------------------------------------------------------------------
        Benham                American Century          Twentieth Century
     Group(reg. tm)                 Group                      Group
- -------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- -------------------------------------------------------------------------------
                                    Value
                                Equity Income

We welcome your comments or questions about this report.

See the back cover for ways to contact us by mail, phone or e-mail.

Twentieth  Century and American Century are registered marks of American Century
Services  Corporation.  Benham Group is a registered  mark of Benham  Management
Corporation.


                          AMERICAN CENTURY INVESTMENTS


                               REPORT HIGHLIGHTS

MARKET PERSPECTIVE

*     Steady economic growth and low inflation helped fuel the U.S. stock market
      during the six months ended  September  30, 1997.  The S&P 500 gained more
      than 26%, and the NASDAQ Composite Index rose nearly 38%.

*     The market  provided  strong  performance  despite several brief setbacks.
      Driven largely by investor concern over the possibility of higher interest
      rates and historically high stock valuations,  market volatility increased
      in late summer.  The market  experienced  four  consecutive  hundred-point
      drops during August, and the S&P 500 fell more than 5% for the month.

*     Investors  turned to smaller  companies  near the end of the  period  when
      several blue chip companies  announced  slowing  earnings  prospects.  The
      value style  performed  well during the large-cap  correction in the third
      quarter, with the S&P 500 BARRA/Value index rising 9.16% compared with the
      S&P 500's 7.44% gain.

VALUE

*     The fund performed well during the period,  posting a 26.21% total return.
      It  outperformed  its  benchmark,  the S&P  500/BARRA  Value Index,  which
      returned 24.96%.

*     Returns  were  boosted by good stock  selection  in several  sectors  that
      performed  well,   including  food  and  beverage  companies,   banks  and
      department stores.

*     The investment team reduced holdings in natural gas stocks as their prices
      rose in response to  better-than-expected  natural gas prices.  The fund's
      weighting  in  technology  stocks  was  also  reduced  after  this  sector
      rebounded strongly following a sell-off earlier this year.

*     The fund continues to maintain meaningful  positions in food and beverage,
      chemical and utility stocks.

EQUITY INCOME

*     The  fund  posted  a  strong  performance,   returning  24.01%.  The  fund
      outperformed  its  benchmark,  the Lipper Equity Income Fund Index,  which
      returned 21.80% during the period.

*     Returns  were  enhanced by holdings in bank  stocks,  which  continued  to
      benefit from consolidation  within the financial  services  industry,  and
      from significant weightings in the paper and forest products sector.

*     The fund also benefited from company  merger and  acquisition  activity in
      several industries.

*     Returns were boosted  further by the fund's  holdings in department  store
      stocks,  which benefited from an unanticipated  upturn in sales of women's
      apparel.

*     The fund  maintained  its yield by increasing its weighting in convertible
      securities, which were purchased on attractive terms.

                     VALUE
                INVESTOR CLASS(1)
TOTAL RETURNS:                  AS OF 9/30/97
     6 Months                    26.21%(2)
     1 Year                         37.80%
NET ASSETS:                   $2.4 billion
     (AS OF 9/30/97)
INCEPTION DATE:                     9/1/93
TICKER SYMBOL:                       TWVLX

                EQUITY INCOME
               INVESTOR CLASS(1)

TOTAL RETURNS:               AS OF 9/30/97
     6 Months                     24.01%(2)
     1 Year                          34.35%
NET ASSETS:                  $279.6 million
     (AS OF 9/30/97)
INCEPTION DATE:                      8/1/94
TICKER SYMBOL:                        TWEIX

(1) See Share Classes, page 33.

(2) Not annualized.

Many of the investment  terms in this report are defined in the Glossary on page
37.


     SEMIANNUAL REPORT                                 REPORT HIGHLIGHTS       1


                              OUR MESSAGE TO YOU

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

    The  six-month  period ended  September  30, 1997,  was very  rewarding  for
investors in the American  Century Value and Equity Income funds.  Value's total
return for the period was 26.21%,  and Equity  Income  followed  closely  with a
24.01% total return. These high returns were achieved in a low inflation, strong
economic growth  environment that was very favorable for U.S.  equities.  In the
following  pages,  the investment  team for the funds provides  further  details
about the market and how these funds are managed.

    During the period,  Equity Income  completed  its third year of  operations,
making it eligible  for a  Morningstar  rating.  Equity  Income  joined Value in
receiving  five  stars,  the  top  Morningstar   rating,  for  their  three-year
performance  as of September 30, 1997.  Only 10% of the 2,143  domestic funds in
their investment category received five stars.*

    The period also provided two significant corporate highlights. In June, Bill
Lyons,  American Century's chief operating officer,  became president,  assuming
full responsibility for the company's day-to-day  operations.  With this change,
we will be able to spend  more  time  developing  and  refining  new  investment
technologies  and tools that build on and  leverage  the  proprietary  system we
pioneered 25 years ago. One of our goals is to ensure that we continue to evolve
and  innovate -- building the  investment  tools today that will lead us and our
investors to success in the next century.

    In July,  American Century agreed to enter into a business  partnership with
J.P.  Morgan  & Co.,  one of the  strongest  and  most  respected  firms  in the
financial  services  industry.  J.P.  Morgan will become a significant  minority
owner of American Century Companies, Inc. Through this proposed partnership,  we
see many opportunities to expand the range of investment choices and services we
offer you. A global  financial  services firm,  J.P. Morgan has been in business
for more than 150 years, serving institutions,  governments and individuals with
complex financial needs.

    Within the framework of this proposed  relationship,  American  Century will
continue to operate as an independent company. No changes in portfolio managers,
investment  policies,  fees or  expenses  are  anticipated  as a result  of this
transaction.  American Century's corporate management team will remain the same,
and the Stowers family will retain voting control of the company.

    In closing,  we want to reassure you that American Century remains committed
to serving your  investment  needs first and foremost.  Thank you for your trust
and confidence.

Sincerely,

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

*These  Morningstar   proprietary  ratings  reflect  historical,   risk-adjusted
performance for investment periods ended September 30, 1997. The ratings,  which
may change monthly,  are calculated from the funds' average annual total returns
in excess of 90-day Treasury bill returns with appropriate fee adjustments and a
risk factor that reflects fund performance below the Treasury bill returns. Past
performance is no guarantee of future results.


2      OUR MESSAGE TO YOU                     AMERICAN CENTURY INVESTMENTS


<TABLE>
                                                           VALUE

 TOTAL RETURNS AS OF SEPTEMBER 30, 1997
                                                                           AVERAGE ANNUAL RETURNS
                                        6 MONTHS          1 YEAR          3 YEARS        LIFE OF FUND
INVESTOR CLASS (inception 9/1/93)
<S>                                        <C>             <C>              <C>              <C>   
   Value ...............................   26.21%          37.80%           27.76%           21.86%
   S&P 500 .............................   26.17%          40.40%           29.84%           22.20%
   S&P 500/BARRA Value .................   24.96%          39.22%           28.25%           20.20%

ADVISOR CLASS (inception 10/2/96)
   Value ...............................   26.07% .........................................  36.24%
   S&P 500 .............................   26.17% .........................................  39.04%
   S&P 500/BARRA Value .................   24.96% .........................................  39.22%

INSTITUTIONAL CLASS (inception 7/31/97)
   Value ..................................................................................   5.60%
   S&P 500 ................................................................................  -0.31%
   S&P 500/BARRA Value ....................................................................   1.08%
</TABLE>

Returns for periods less than one year are not annualized.

See  pages  33,  36  and  37 for  more  information  about  share  classes,  the
comparative indices and returns.

[mountain graph - data below]

GROWTH OF $10,000 OVER LIFE OF FUND (Investor Class)
                                    BARRA          S & P 500
                   VALUE         VALUE INDEX         INDEX
9/1/93            $10,000          $10,000          $10,000
9/30/93           $10,000          $9,996           $9,978
10/31/93          $10,120          $10,050          $10,171
11/30/93          $10,000          $9,870           $10,040
12/31/93          $10,307          $10,038          $10,209
1/31/94           $10,649          $10,506          $10,540
2/28/94           $10,448          $10,125          $10,224
3/31/94           $10,083          $9,709           $9,825
4/30/94           $10,265          $9,914           $9,938
5/30/94           $10,407          $10,079          $10,061
6/30/94           $10,270          $9,799           $9,867
7/31/94           $10,657          $10,131          $10,178
8/31/94           $10,983          $10,417          $10,560
9/30/94           $10,741          $10,051          $10,349
10/31/94          $10,844          $10,270          $10,565
11/30/94          $10,542          $9,854           $10,148
12/31/94          $10,718          $9,975           $10,347
1/31/95           $11,198          $10,245          $10,598
2/28/95           $11,677          $10,643          $10,981
3/31/95           $11,955          $10,937          $11,352
4/30/95           $12,283          $11,296          $11,669
5/31/95           $12,611          $11,799          $12,093
6/30/95           $12,744          $11,889          $12,432
7/31/95           $12,987          $12,299          $12,827
8/31/95           $13,075          $12,404          $12,823
9/30/95           $13,307          $12,835          $13,417
10/31/95          $13,174          $12,635          $13,350
11/30/96          $13,795          $13,297          $13,898
12/31/96          $14,234          $13,665          $14,222
1/31/96           $14,475          $14,074          $14,685
2/29/96           $14,716          $14,206          $14,788
3/31/96           $15,295          $14,539          $14,984
4/30/96           $15,624          $14,687          $15,185
5/31/96           $15,915          $14,908          $15,533
6/30/96           $16,121          $14,837          $15,654
7/31/96           $15,171          $14,211          $14,939
8/31/96           $15,707          $14,603          $15,220
9/30/96           $16,254          $15,228          $16,135
10/31/96          $16,474          $15,745          $16,557
11/30/96          $17,525          $16,949          $17,772
12/31/96          $17,685          $16,671          $17,483
1/31/97           $17,873          $17,440          $18,550
2/28/97           $18,195          $17,567          $18,660
3/31/97           $17,747          $16,966          $17,954
4/30/97           $18,043          $17,602          $18,997
5/31/97           $19,203          $18,706          $20,111
6/30/97           $20,030          $19,421          $21,085
7/31/97           $21,221          $20,975          $22,724
8/31/97           $21,167          $20,027          $21,418
9/30/97           $22,398          $21,200          $22,653

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original  cost.  Data quoted is for Investor Class only;  performance  for other
classes will vary due to  differences  in fee  structure  (see the Total Returns
table above).

The line representing the fund's total return includes  operating expenses (such
as transaction  costs and management fees) that reduce returns,  while the total
return lines of the indices do not.

 PORTFOLIO AT A GLANCE
                                                9/30/97           3/31/97
Number of Companies                               68                72
Average Dividend
Yield of Holdings                                2.3%              2.6%
Price/Earnings Ratio                             17.1              14.8
Portfolio Turnover                              63%(1)            111%(2)
Expense Ratio (for Investor Class)             1.00%(3)            1.00%

- ----------
(1) Six months ended 9/30/97.

(2) Year ended 3/31/97.

(3) Annualized.


     SEMIANNUAL REPORT                                             VALUE       3


                                     VALUE

MANAGEMENT Q & A

    An interview with Phil Davidson and Peter Zuger,  portfolio  managers on the
Value investment team.

How did the fund perform?

    For  the six  months  ended  September  30,  1997,  Value  (Investor  Class)
performed  strongly,   posting  a  26.21%  total  return.  It  outperformed  its
benchmark,  the S&P 500/BARRA Value Index,  which returned  24.96%,  and it also
beat the S&P 500's 26.17% gain.

    As you can tell from the chart on page 3, the fund's longer-term performance
has also been very good.  Morningstar,  the mutual fund-rating company,  awarded
Value its top five-star  overall  rating for  risk-adjusted  performance  out of
2,143 domestic  equity funds as of September 30, 1997(1).  Morningstar  measures
risk by comparing a fund's returns to those of the  "risk-free"  90-day Treasury
bill and to other funds in its investment category, and awards its top rating to
just 10% of the funds in a category.  Value's  rating  indicates that the fund's
returns are attractive compared with its level of risk.

What factors helped the fund perform better than its benchmark?

    The fund held heavier  concentrations  relative to the S&P  500/BARRA  Value
index  in  several  "winning"  sectors.  For  example,  food  and  beverage  



(1)  Morningstar  proprietary  ratings reflect  risk-adjusted  performance as of
9/30/97. Value received a five-star rating out of 2,143 funds for the three-year
period  ending  9/30/97.  The  overall  rating,  which may  change  monthly,  is
calculated  from the fund's 3-, 5- and 10-year  (when  available)  average total
returns  in  excess  of  90-day  Treasury  bill  returns  with  appropriate  fee
adjustments  and a risk factor  that  reflects  fund  performance  below  90-day
Treasury  bill  returns.  Ten  percent  of the funds in an  investment  category
receive five stars. Past performance is no guarantee of future results.

[bar graph - data below]

VALUE'S ONE-YEAR RETURNS SINCE INCEPTION (Periods ended September 30)
                             S & P BARRA     S & P  500
                 VALUE       VALUE INDEX       INDEX
9/1/93            -               -               -
9/30/93          0.00%         -0.04%          -0.22%
10/31/93         1.20%          0.50%           1.71%
11/30/93         0.00%         -1.30%           0.40%
12/31/93         3.07%          0.38%           2.09%
1/31/94          6.49%          5.06%           5.40%
2/28/94          4.48%          1.25%           2.24%
3/31/94          0.83%         -2.91%          -1.75%
4/30/94          2.65%         -0.86%          -0.62%
5/30/94          4.07%          0.79%           0.61%
6/30/94          2.70%         -2.01%          -1.33%
7/31/94          6.57%          1.31%           1.78%
8/31/94          9.83%          4.17%           5.60%
9/30/94          7.41%          0.51%           3.49%
10/31/94         8.44%          2.70%           5.65%
11/30/94         5.42%         -1.46%           1.48%
12/31/94         7.18%         -0.25%           3.47%
1/31/95          11.98%         2.45%           5.98%
2/28/95          16.77%         6.43%           9.81%
3/31/95          19.55%         9.37%           13.52%
4/30/95          22.83%         12.96%          16.69%
5/31/95          26.11%         17.99%          20.93%
6/30/95          27.44%         18.89%          24.32%
7/31/95          29.87%         22.99%          28.27%
8/31/95          30.75%         24.04%          28.23%
9/30/95          33.07%         28.35%          34.17%
10/31/95         31.74%         26.35%          33.50%
11/30/95         37.95%         32.97%          38.98%
12/31/95         42.34%         36.65%          42.22%
1/31/96          44.75%         40.74%          46.85%
2/29/96          47.16%         42.06%          47.88%
3/31/96          52.95%         45.39%          49.84%
4/30/96          56.24%         46.87%          51.85%
5/31/96          59.15%         49.08%          55.33%
6/30/96          61.21%         48.37%          56.54%
7/31/96          51.71%         42.11%          49.39%
8/31/96          57.07%         46.03%          52.20%
9/30/96          62.54%         52.28%          61.35%
10/31/96         64.74%         57.45%          65.57%
11/30/96         75.25%         69.49%          77.72%
12/31/96         76.85%         66.71%          74.83%
1/31/97          78.73%         74.40%          85.50%
2/28/97          81.95%         75.67%          86.60%
3/31/97          77.47%         69.66%          79.54%
4/30/97          80.43%         76.02%          89.97%
5/31/97          92.03%         87.06%          101.11%
6/30/97          100.30%        94.21%          110.85%
7/31/97          112.21%        109.75%         127.24%
8/31/97          111.67%        100.27%         114.18%
9/30/97          123.98%        112.00%         126.53%

This chart  illustrates the fund's returns since its inception and compares them
with the index's returns.  The fund's total returns include operating  expenses,
while the index's  returns do not. See page 36 for a  description  of the index.
Past  performance  is no  guarantee  of future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost.

(1) Investor Class. (2) Return from the fund's 9/1/93 inception date to 9/30/93


4      VALUE                                  AMERICAN CENTURY INVESTMENTS


                                     VALUE

stocks  represented  7.6% of the  fund's  portfolio  at the  end of the  period,
compared to the index's 1.9%  weighting.  This sector was depressed early in the
period due to concerns about high grain prices. Investors feared producers, such
as Hormel,  ADM and  RalCorp.,  would see their  profit  margins  squeezed by an
inability to pass through  higher input  costs.  Those  concerns  were abated by
respectable grain harvests. Both the fund and its index benefited when sentiment
changed and strong  appreciation  in food stocks  followed,  but Value's heavier
weighting helped push its return over that of the index.

    Value also  achieved  significant  gains from its  holdings in bank  stocks,
which accounted for more than 5% of the portfolio at the end of the period.  The
fund was actually somewhat  underweighted  compared to the index, but the stocks
we held performed particularly well, due to both their good fundamentals and the
continued merger and acquisition activity within the industry.

What other stocks added to returns during the period?

    Hudson Foods was another  top-performing stock, which we purchased at a very
attractive  price in August  following  the discovery of bacteria in ground beef
produced  at the  company's  Nebraska  meat-packing  plant.  We have  owned this
company  in the past and  continue  to be  impressed  with its sound  management
practices and strong fundamentals. We were confident that, despite the company's
trouble in its beef  operations,  which represent 6% of revenues,  its long-term
prospects  remained  promising.  That  confidence  proved to be  well-founded --
Hudson was ultimately purchased by Tyson Foods and its stock rebounded sharply.

    Dillard's  Department  Stores,  Inc.,  which was one of Value's  largest and
best-performing  holdings in the previous period, continued to add to returns in
the six months ended  September  30, 1997.  Its good  performance  was driven by
stronger than expected sales and a general  upturn in sales of women's  apparel.
Although  the fund  continues  to hold some  Dillard's  stock,  we have  trimmed
holdings  in the  general  merchandise  and retail  sector back from 5.1% of the
total  portfolio  to just 2.7% as these  holdings  rose in price to become  more
fairly valued.

Which stocks negatively affected performance?

    Two  of  Value's   worst-performing   holdings,   MCI   Communications   and
Mallinckrodt  Group, Inc., were both negatively affected by mergers or attempted
takeovers.  British  Tele-  communications  PLC  made a bid for MCI  during  the
period, then renegotiated less attractive terms in August. We held onto MCI


TOP TEN HOLDINGS                                 % of fund investments
                                                As of             As of
                                                9/30/97          3/31/97
Giant Food Inc. Cl A                            4.6%               4.5%
Mallinckrodt Group, Inc.                        2.9%                --
IBP, Inc.                                       2.6%                --
Great Lakes Chemical Corp.                      2.5%               2.4%
Albertson's, Inc.                               2.4%               2.2%
Florida Progress Corp.                          2.4%               2.3%
Mercantile Bancorporation Inc.                  2.4%               2.0%
Superior Industries
   International, Inc.                          2.3%               2.5%
XTRA Corp.                                      2.2%               1.8%
Unocal Corp.                                    2.1%                --


TOP FIVE INDUSTRIES                             % of fund investments
                                                As of          As of
                                               9/30/97        3/31/97
Energy (Production & Marketing)                 8.7%            7.9%
Retail (Food & Drug)                            8.7%            8.2%
Utilities                                       8.4%            8.7%
Food & Beverage                                 7.6%            5.6%
Chemicals & Resins                              6.2%            8.6%


     SEMIANNUAL REPORT                                             VALUE       5


                                     VALUE

because it continued to sell at a  significant  discount to the adjusted  offer.
This   strategy   was   rewarded   after  the   period   ended  when  two  other
telecommunications  giants  followed  British   Telecommunications'  offer  with
stronger bids.

    Mallinckrodt  Group,  a  manufacturer  of  medical  products  and  specialty
chemicals,  acquired  Nellcor  Puritan Bennett in August.  Nellcor  manufactures
products that treat and monitor patients with respiratory problems. Mallinckrodt
borrowed  heavily  to  finance  the deal,  and the  company  is now  financially
leveraged.  Market  concerns that the merger will be dilutive to earnings during
1998  have  dampened  investor  enthusiasm  for the stock  over the short  term.
However,  we  believe  that the  company  will  benefit in the long run from the
merger,  which  expanded  both its product line and  opportunities  to market to
non-hospital  customers.  Also, the company will produce a healthy level of free
cash flow that will reduce the current debt levels.

    Another holding that hampered performance was Columbia/HCA  Healthcare,  the
nation's largest owner and manager of hospitals. This company is currently under
investigation by the government for Medicare fraud, and this has driven down its
stock price significantly.  We think the company has attractive assets and it is
our expectation  that it will be able to reach a reasonable  resolution with the
government.  If  that's  the case,  these  current  price  levels  represent  an
attractive value.

What changes did you make to the portfolio during the period?

    We reduced our  holdings in natural gas  producers  as stock  prices in this
sector  responded  to  better-than-expected  natural gas  pricing.  Last spring,
production  lagged  forecasted needs and demand for gas continued to grow, which
resulted in higher prices.

    In  the  technology  sector,  we  sold  the  fund's  shares  of  one  of its
best-performing  holdings,  AMP, Inc., a manufacturer of electronic  connectors.
The company's  shares were favorably  influenced by a successful  restructuring,
stronger-than-expected   earnings  and  a  snap-back  in  the  share  prices  of
technology  issues  generally.  As a result,  its  valuations  moved outside our
investment criteria.

    We continue to maintain meaningful positions in food and beverage,  chemical
and utility stocks.

What is your outlook for the fund?

    Conservative equity funds often outperform the broad market during downturns
and underperform  during rallies.  Value's strong  performance has been somewhat
unusual,  given the market's  extended bull run.  While we are very pleased with
these results in this environment, we wish to stress that our emphasis continues
to be on finding securities of seasoned,  established businesses that we believe
are  temporarily  undervalued.  These  types of  securities  should  continue to
provide solid, long-term prospects for appreciation while helping to cushion the
fund's performance during periods of increased volatility.


6      VALUE                                  AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                             SCHEDULE OF INVESTMENTS
                                      VALUE

SEPTEMBER 30, 1997 (UNAUDITED)
Shares                                                                      Value
- -----------------------------------------------------------------------------------------
COMMON STOCKS

<S>                  <C>                                                <C>
AEROSPACE & DEFENSE--1.9%

                   835,600  Litton Industries, Inc.(1)                     45,435,750
                                                                       -------------------



AUTOMOBILES & AUTO PARTS--3.9%

                   736,100  Cooper Tire and Rubber Company                 19,552,656

                   509,300  Echlin Inc.                                    17,857,331

                 1,998,000  Superior Industries International, Inc.(2)     55,319,625
                                                                       -------------------

                                                                           92,729,612
                                                                       -------------------

BANKING--5.6%

                   943,950  First Virginia Banks, Inc.                     44,837,625

                   752,000  Mercantile Bancorporation Inc.                 57,246,000

                   506,000  NationsBank Corp.                              31,308,750
                                                                       -------------------

                                                                          133,392,375
                                                                       -------------------

BUILDING & HOME IMPROVEMENTS--0.1%

                   180,000  Juno Lighting, Inc.                             3,116,250
                                                                       -------------------

BUSINESS SERVICES & SUPPLIES--0.7%

                   875,900  Reynolds & Reynolds Co.                        17,025,306
                                                                       -------------------

CHEMICALS & RESINS--6.2%

                   177,000  Dow Chemical Co.                               16,051,688

                 1,226,600  Great Lakes Chemical Corp.                     60,486,712

                 1,071,800  Millennium Chemicals Inc.                      23,579,600

                 1,189,800  Nalco Chemical Co.                             47,666,362
                                                                       -------------------

                                                                          147,784,362
                                                                       -------------------

COMMUNICATIONS SERVICES--2.0%

                   951,000  Frontier Corp.                                 21,873,000

                   860,200  MCI Communications Corp.                       25,241,494
                                                                       -------------------

                                                                           47,114,494
                                                                       -------------------

COMPUTER SOFTWARE & SERVICES--1.6%

                 1,112,900  GTECH Holdings Corp.(1)                        38,047,269
                                                                       -------------------

ELECTRICAL & ELECTRONIC
COMPONENTS--2.6%

                   977,300  General Signal Corp.                           42,268,225

                   375,000  Tecumseh Products Cl A                         20,871,094
                                                                       -------------------

                                                                           63,139,319
                                                                       -------------------


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

ENERGY (PRODUCTION & MARKETING)--8.7%

                   246,200  Amoco Corp.                                 $    23,727,525

                   418,000  Burlington Resources Inc.                        21,448,625

                 1,184,100  MAPCO Inc.                                       39,001,294

                   700,000  Murphy Oil Corp.                                 39,987,500

                 1,099,900  Ultramar Diamond Shamrock Corp.                  35,540,519

                 1,150,300  Unocal Corp.                                     49,750,475
                                                                       ---------------------

                                                                            209,455,938
                                                                       ---------------------

ENVIRONMENTAL SERVICES--2.4%

                 1,647,600  Waste Management
                              International plc ADR(1) 13,386,750

                 1,259,000  WMX Technologies, Inc.                           43,986,312
                                                                       ---------------------

                                                                             57,373,062
                                                                       ---------------------

FOOD & BEVERAGE--7.6%

                 1,928,257  Archer-Daniels-Midland Co.                       46,157,652

                   764,000  Hormel Foods Corp.                               24,495,750

                 2,629,400  IBP, Inc.                                        62,119,575

                 1,220,700  Universal Foods Corp.                            49,133,175
                                                                       ---------------------

                                                                            181,906,152
                                                                       ---------------------

HEALTHCARE--2.8%

                   796,300  Beckman Instruments, Inc.                        33,892,519

                   841,000  Columbia/HCA Healthcare Corp.                    24,178,750

                   420,000  Seafield Capital Corp.(2)                        10,447,500
                                                                       ---------------------

                                                                             68,518,769
                                                                       ---------------------

INDUSTRIAL EQUIPMENT & MACHINERY--1.7%

                   761,200  Cooper Industries, Inc.                          41,152,375
                                                                       ---------------------

INSURANCE--2.8%

                   525,000  Argonaut Group, Inc.                             18,210,937

                   378,000  CNA Financial Corp.(1)                           47,982,375
                                                                       ---------------------

                                                                             66,193,312
                                                                       ---------------------

LEISURE--2.0%

                   745,400  Eastman Kodak Co.                                48,404,412
                                                                       ---------------------

METALS & MINING--1.5%

                   575,300  Ashland Coal, Inc.                               16,432,006

                   264,000  Reynolds Metals Co.                              18,694,500
                                                                       ---------------------

                                                                             35,126,506
                                                                       ---------------------

See Notes to Financial Statements


     SEMIANNUAL REPORT                                             VALUE       7


                                                 SCHEDULE OF INVESTMENTS
                                                       VALUE

SEPTEMBER 30, 1997 (UNAUDITED)
Shares                                                                    Value
- ----------------------------------------------------------------------------------------

PAPER & FOREST PRODUCTS--4.0%

                   678,500  Chesapeake Corp.                         $    24,595,625

                   621,000  Rayonier, Inc.                                30,040,875

                   190,200  Union Camp Corp.                              11,732,963

                   799,600  Westvaco Corp.                                28,835,575
                                                                    ---------------------

                                                                          95,205,038
                                                                    ---------------------

PHARMACEUTICALS--4.9%

                 1,324,100  Allergan, Inc.                                47,915,869

                 1,925,000  Mallinckrodt Inc.                             69,300,000
                                                                    ---------------------

                                                                         117,215,869
                                                                    ---------------------

PUBLISHING--2.4%

                 1,090,000  Banta Corp.                                   30,520,000

                   753,000  McClatchy Newspapers, Inc.                    25,884,375
                                                                    ---------------------

                                                                          56,404,375
                                                                    ---------------------

RAILROAD--1.7%

                   698,100  CSX Corp.                                     40,838,850
                                                                    ---------------------


RETAIL (FOOD & DRUG)--8.7%

                 1,669,700  Albertson's, Inc.                             58,230,788

                 1,633,400  Food Lion, Inc. Cl A                          13,654,203

                 3,416,800  Giant Food Inc. Cl A(2)(3)                   111,259,550

                   686,600  Hannaford Brothers Co.                        24,417,213
                                                                    ---------------------

                                                                         207,561,754
                                                                    ---------------------

RETAIL (GENERAL MERCHANDISE)--2.7%

                   562,000  Dillard Department Stores, Inc. Cl A          24,622,625

                   455,700  May Department Stores Co. (The)               24,835,650

                   258,000  Mercantile Stores Co., Inc.                   16,237,875
                                                                    ------------------------

                                                                          65,696,150
                                                                    -------------------------

RETAIL (SPECIALTY)--0.7%

                   811,000  Office Depot, Inc.(1)                          16,372,063
                                                                    -------------------------

RUBBER & PLASTICS--1.9%

                   803,600  Rubbermaid Inc.                                 20,542,025

                   877,000  Tupperware Corp.                                24,665,625
                                                                    --------------------------

                                                                            45,207,650
                                                                    ---------------------------

TEXTILES & APPAREL--2.7%

                 1,273,300  Fruit of the Loom, Inc.(1)                      35,811,562

                 2,349,100  Shaw Industries, Inc.                           29,510,569
                                                                    --------------------------

                                                                            65,322,131
                                                                    --------------------------


Shares/Principal Amount                                                   Value
- --------------------------------------------------------------------------------------------

TOBACCO--0.5%

                   400,000  UST Inc.                                 $    12,225,000
                                                                    ---------------------

TRANSPORTATION--2.2%

                   946,000  XTRA Corp.(2)                                 53,862,875
                                                                    ---------------------

UTILITIES--8.4%

                 1,762,400  Florida Progress Corp.                        58,159,200

                   135,000  New York State Electric & Gas Corp.            3,628,125

                   816,000  Potomac Electric Power Co.                    18,564,000

                 1,365,000  Texas Utilities Co.                           49,140,000

                   768,300  Union Electric Co.                            29,531,531

                 1,586,700  Wisconsin Energy Corp.                        41,254,200
                                                                    ---------------------

                                                                         200,277,056
                                                                    ---------------------

TOTAL COMMON STOCKS--94.9%                                             2,272,104,074
                                                                    ---------------------

   (Cost $1,985,371,374)

TEMPORARY CASH INVESTMENTS

$2,000,000 par value FHLMC Discount Note,

    5.46%, 10/1/97(4)                                                      2,000,000

Repurchase Agreement, J. P. Morgan Securities,
    Inc., (U.S. Treasury obligations), in a joint
    trading account at 5.95%, dated 9/30/97,
    due 10/1/97 (Delivery value $120,919,982)                             120,900,000
                                                                    ----------------------

TOTAL TEMPORARY CASH INVESTMENTS--5.1%                                    122,900,000
                                                                    ----------------------

   (Cost $122,900,000)

TOTAL INVESTMENT SECURITIES--100.0%                                      $2,395,004,074
                                                                    =======================

   (Cost $2,108,271,374)

FUTURES CONTRACTS

                Expiration     Underlying Face    Unrealized
    Purchased      Date        Amount at Value      Gain
- ---------------------------------------------------------------

   125 S&P 500   December
     Futures       1997         $59,656,250       $515,234
                              ===============================
</TABLE>

See Notes to Financial Statements


8      VALUE                                  AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS

                                     VALUE

NOTES TO SCHEDULE OF INVESTMENTS

ADR = American Depositary Receipt

FHLMC = Federal Home Loan Mortgage Corporation

(1)  Non-income producing.

(2)  Affiliated  Company:  represents  ownership  of at least  5% of the  voting
securities  of the  issuer and is,  therefore,  an  affiliate  as defined in the
Investment Company Act of 1940. (See Note 5 in Notes to Financial Statements for
a summary of  transactions  for each issuer  which is or was an  affiliate at or
during the six months ended September 30, 1997.)

(3) Security,  or a portion  thereof,  has been segregated at the custodian bank
for futures contracts.

(4) The  rates  for U.S.  Government  Agency  discount  notes  are the  yield to
maturity at September 30, 1997.


See Notes to Financial Statements


     SEMIANNUAL REPORT                                             VALUE       9


<TABLE>
<CAPTION>
                                 EQUITY INCOME

 TOTAL RETURNS AS OF SEPTEMBER 30, 1997
                                                                 AVERAGE ANNUAL RETURNS
                                     6 MONTHS   1 YEAR          3 YEARS     LIFE OF FUND
<S>                                   <C>       <C>             <C>            <C>   
 INVESTOR CLASS (inception 8/1/94)
   Equity Income .....................24.01%    34.35%          25.08%         24.59%
   S&P 500 ...........................26.17%    40.40%          29.84%         28.53%
   Lipper Equity Income Fund Index ...21.80%    33.71%          22.90%         22.10%

ADVISOR CLASS (inception 3/7/97)
   Equity Income .....................24.05% ................................. 20.47%
   S&P 500 ...........................26.17% ................................. 19.27%
   Lipper Equity Income Fund Index ...21.80% .................................17.90%(1)
</TABLE>

- ----------
(1)  Return from 3/13/97, the date nearest the fund's 3/7/97 inception for which
     data are available.
     Returns for periods less than one year are not annualized.

(See pages 33, 36 and 37 for more information  about share classes,  comparative
indices and returns.

[mountain graph - data below]

GROWTH OF $10,000 OVER LIFE OF FUND (Investor Class)
                             LIPPER
                             EQUITY
              EQUITY         INCOME         S & P 500
              INCOME       FUND INDEX         INDEX
8/1/94        $10,000        $10,000         $10,000
8/31/94       $10,360        $10,333         $10,314 
9/30/94       $10,248        $10,137         $10,108 
10/31/94      $10,349        $10,192         $10,319 
11/30/94      $10,038        $9,810          $9,911 
12/31/94      $10,053        $9,888          $10,106 
1/31/95       $10,499        $10,064         $10,351 
2/28/95       $10,884        $10,388         $10,725
3/31/95       $11,069        $10,632         $11,087 
4/30/95       $11,417        $10,886         $11,397 
5/31/95       $11,641        $11,220         $11,811 
6/30/95       $11,809        $11,369         $12,142 
7/31/95       $12,056        $11,680         $12,528 
8/31/95       $12,097        $11,824         $12,524 
9/30/95       $12,347        $12,191         $13,104
10/31/95      $12,285        $12,018         $13,039 
11/30/95      $12,763        $12,520         $13,574 
12/31/95      $13,031        $12,827         $13,890 
1/31/96       $13,325        $13,120         $14,343 
2/29/96       $13,506        $13,218         $14,443 
3/31/96       $13,913        $13,385         $14,635 
4/30/96       $14,026        $13,513         $14,831
5/31/96       $14,345        $13,713         $15,171 
6/30/96       $14,558        $13,734         $15,289 
7/31/96       $14,029        $13,285         $14,591 
8/31/96       $14,466        $13,584         $14,865 
9/30/96       $14,927        $14,075         $15,759 
10/31/96      $15,043        $14,408         $16,171 
11/30/96      $15,830        $15,232         $17,075
1/31/97       $16,272        $15,686         $18,118 
2/28/97       $16,576        $15,969         $18,225 
3/31/97       $16,171        $15,452         $17,536 
4/30/97       $16,683        $15,911         $18,554 
5/31/97       $17,734        $16,827         $19,643 
6/30/97       $18,339        $17,462         $20,593 
7/31/97       $19,216        $18,514         $22,194
8/31/97       $19,293        $17,917         $20,919 
9/30/97       $20,054        $18,820         $22,125

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original  cost.  Data quoted is for Investor Class only;  performance  for other
classes will vary due to  differences  in fee  structure  (see the Total Returns
table above).

The line representing the fund's total return includes  operating expenses (such
as transaction  costs and management fees) that reduce returns,  while the total
return lines of the indices do not.

PORTFOLIO AT A GLANCE
                                                9/30/97           3/31/97
Number of Companies                               66                65
Average Dividend
Yield of Holdings                                3.8%              4.1%
Price/Earnings Ratio                             16.3              14.9
Portfolio Turnover                              80%(1)            159%(2)
Expense Ratio (for Investor Class)             1.00%(3)            1.00%

- ----------
(1) Six months ended 9/30/97.

(2) Year ended 3/31/97.

(3) Annualized.


10      EQUITY INCOME                          AMERICAN CENTURY INVESTMENTS


                                 EQUITY INCOME

MANAGEMENT Q & A

    An interview with Phil Davidson and Peter Zuger,  portfolio  managers on the
Equity Income investment team.

How did the fund perform?

    For the six months ended September 30, 1997,  Equity Income (Investor Class)
posted a strong  performance,  providing  a total  return  of  24.01%.  The fund
outperformed its benchmark,  the Lipper Equity Income Fund Index, which returned
21.80%. The S&P 500 returned 26.17% for the period.

What factors helped the fund perform better than its benchmark?

    The fund's  benchmark is a basket of mutual funds, as opposed to a basket of
individual  stocks,  like most  indices.  That makes it difficult to compare the
fund's  holdings  relative  to  its  benchmark.  However,  we  took  significant
positions  in several  sectors  that  benefited  the fund.  Bank  stocks,  which
accounted  for 8.2% of the  portfolio  at the end of the period,  were among the
fund's top  performers  for the second period in a row.  These shares  benefited
from  continued  merger  and  acquisition  activity  in the  financial  services
industry.  The fund also earned attractive returns from investments in the paper
and forest products sector. Our valuation techniques  identified some very solid
companies that became attractively priced early in the period due to uncertainty
over  paper  prices.  The  paper  industry  hit its low  point in March as paper
inventories  exceeded demand,  enabling us to buy these stocks at low prices and
attractive  relative yields. We trimmed back positions as the paper market began
to stabilize and stocks appreciated.

The fund also  benefited  from  acquisition  activity  that  occurred in several
sectors during the period. The stocks of Keystone International, a maker of

[bar graph - data below]

EQUITY INCOME'S ONE-YEAR RETURNS SINCE INCEPTION (Periods ended September 30)
             EQUITY        EQUITY INCOME      S & P 500
             INCOME         FUND INDEX          INDEX
8/1/94           -               -               -
8/31/94        3.60%           3.33%            3.14%
9/30/94        2.48%           1.37%            1.08%
10/31/94       3.49%           1.92%            3.19%
11/30/94       0.38%          -1.90%           -0.89%
12/31/94       0.53%          -1.12%            1.06%
1/31/95        4.99%           0.64%            3.51%
2/28/95        8.84%           3.88%            7.25%
3/31/95       10.69%           6.32%           10.87%
4/30/95       14.17%           8.86%           13.97%
5/31/95       16.41%          12.20%           18.11%
6/30/95       18.09%          13.69%           21.42%
7/31/95       20.56%          16.80%           25.28%
8/31/95       20.97%          18.24%           25.24%
9/30/95       23.47%          21.91%           31.04%
10/31/95      22.85%          20.18%           30.39%
11/30/95      27.63%          25.20%           35.74%
12/31/95      30.31%          28.27%           38.90%
1/31/96       33.25%          31.20%           43.43%
2/29/96       35.06%          32.18%           44.43%
3/31/96       39.13%          33.85%           46.35%
4/30/96       40.26%          35.13%           48.31%
5/31/96       43.45%          37.13%           51.71%
6/30/96       45.58%          37.34%           52.89%
7/31/96       40.29%          32.85%           45.91%
8/31/96       44.66%          35.84%           48.65%
9/30/96       49.27%          40.75%           57.59%
10/31/96      50.43%          44.08%           61.71%
11/30/96      58.30%          52.32%           73.57%
12/31/96      60.69%          51.31%           70.75%
1/31/97       62.72%          56.86%           81.18%
2/28/97       65.76%          59.69%           82.25%
3/31/97       61.71%          54.52%           75.36%
4/30/97       66.83%          59.11%           85.54%
5/31/97       77.34%          68.27%           96.43%
6/30/97       83.39%          74.62%           105.93%
7/31/97       92.16%          85.14%           121.94%
8/31/97       92.93%          79.17%           109.19%
9/30/97       100.54%         88.20%           121.25%

This chart  illustrates the fund's returns since its inception and compares them
with the  index's  returns.  See page 36 for a  description  of the index.  Past
performance is no guarantee of future results.  Investment  return and principal
value will  flunctuate,  and redemption  value may be more or less than original
cost.

(1) Investor Class.   (2) Return from the fund's 8/1/94 inception date to
9/30/94.


    SEMIANNUAL REPORT                                     EQUITY INCOME       11


                                 EQUITY INCOME

industrial valves, and Goulds Pumps, a manufacturer of industrial pumps, are two
examples.  Earnings  growth in both  businesses  slowed  earlier  in the year in
response to weakness in demand within the industrial equipment industry. We were
attracted to these companies'  above-average  dividend yields,  strong financial
positions and solid longer-term  business  prospects.  Such attributes also made
these companies  appealing  candidates for acquisition by other companies.  They
ultimately   were   purchased  by  Tyco   International   and  ITT   Industries,
respectively.  The fund also  held a  substantial  stake in  Tambrands  Inc.,  a
consumer  products  company  that was acquired by Procter & Gamble in the second
quarter.

Do you seek out companies that are likely to be acquired?

    No, but companies that are likely to be acquired often  demonstrate  many of
the investment characteristics we seek. We look for companies with above-average
dividend  yields whose stocks are  depressed  due to a temporary  setback or the
market's  overreaction to news that does not alter the strength of the company's
underlying  business.  Our goal is to sell the stock after it has appreciated to
the point where its relative yield is no longer attractive. Occasionally, one of
the fund's holdings will be acquired by a company whose management sees the same
opportunity we see -- a sound business at a discount price.

What other stocks added significantly to the fund's returns during the period?

    We were  particularly  pleased with  Frontier  Corporation,  which went from
being one of the fund's worst-performing stocks in the previous period to one of
the best.  Frontier is a New York-based regional phone company whose stock price
had  declined  because  of  concerns  about  increasing  competition  within the
industry.  The stock  recovered  nicely  during the  period  due to an  internal
management restructuring and stabilization of its earnings and sales.

    The fund also  continued to benefit from its  holdings in  department  store
stocks,  specifically  Dillard's,  J.C.  Penney  and  Mercantile  Stores,  whose
earnings were boosted by an upturn in sales of women's  apparel.  We trimmed our
positions in these stocks as they achieved what we considered a fair valuation.

 TOP TEN HOLDINGS                                 % of fund investments
                                                As of             As of
                                                9/30/97          3/31/97
Giant Food Inc. Cl A                             4.6%              4.8%
Office Depot, Inc., 4.44%,
   12/11/07 (convertible bond)                   4.4%               --
Unocal Corp.
   (convertible preferred)                       4.1%              1.6%
Pep Boys, 4.49%, 9/20/11
   (convertible bond)                            3.9%               --
WMX Technologies, 2.00%,
   1/24/05 (convertible bond)                    3.6%               --
Ultramar Diamond Shamrock, Inc.
   (convertible preferred)                       2.5%              1.5%
Argonaut Group, Inc.                             2.4%              2.5%
Florida Progress Corp.                           2.4%              2.7%
Mercantile Bancorporation Inc.                   2.3%              2.2%
First Virginia Banks, Inc.                       2.3%              2.3%


 TOP FIVE INDUSTRIES % of fund investments
                                             As of             As of
                                            9/30/97          3/31/97
Utilities                                    12.1%             14.9%
Retail (Food & Drug)                          9.5%              7.2%
Energy (Production & Marketing)               8.7%              3.2%
Banking                                       8.2%              7.5%
Food & Beverage                               6.0%              7.6%


12      EQUITY INCOME                          AMERICAN CENTURY INVESTMENTS


                                 EQUITY INCOME

Which holdings performed poorly?

    One of our  weaker-performing  investments  during the period was a Pep Boys
investment  grade  convertible  security  (an  income-paying   instrument  whose
performance is tied to that of the issuing company's underlying stock). Pep Boys
is an auto parts supplier that has long been dominant in its industry and is, in
our  estimation,  well-managed  and sound.  Its stock price declined  during the
period in response  to a general  slowdown in the  do-it-yourself  market.  That
slowdown was caused at least in part by declining  demand for replacement  parts
as cars are made better and last longer.  However,  we are comfortable  with the
company's  strategy  for  continued  growth,  which  centers  around  rental-car
reconditioning and fleet  maintenance.  In addition,  this convertible  security
offers an attractive yield that is consistent with the fund's objectives.

What changes did you make to the portfolio during the period?

    Although we have not made any major tactical  shifts,  we have increased our
weighting in convertibles  from  approximately 18% of the portfolio on March 31,
1997,  to 27% on September  30, 1997.  In addition to the Pep Boys  convertible,
other  convertibles  acquired  include  securities  issued by Rite-Aid,  a major
drugstore  chain,  and  Office  Depot.  The  Office  Depot  convertible   became
relatively inexpensive when the U.S. Department of Justice blocked the company's
effort   to   merge   with    Staples,    Inc.,    another    office    products
merchandiser/supplier.   In  each  of  these  cases,  the  convertibles  offered
attractive yields and participation in any upward move in the stock's price.

Morningstar, the mutual fund-rating company, recently gave its top rating to the
fund. What made Equity Income a five-star fund?

    Morningstar  awards  this  rating to the top 10% of funds in a  category  as
measured  by its  dual-edged  test of risk and  return.  To earn  its  five-star
rating,  Equity  Income's  returns were  compared  with those of 2,143  domestic
equity mutual funds over the three-year period ending September 30, 1997. A fund
must be in  operation  for three  years to  become  eligible  for a  Morningstar
rating.  The fact  that the fund  earned  the top  rating  as soon as it  became
eligible  indicates  that we have been  accomplishing  the fund's goal of strong
returns with limited volatility.

(1)  Morningstar  proprietary  ratings reflect  risk-adjusted  performance as of
     9/30/97.  Equity Income received a five-star  rating out of 2,143 funds for
     the three-year period ending 9/30/97.  The overall rating, which may change
     monthly,  is calculated from the fund's 3-, 5- and 10-year (when available)
     average  total  returns  in excess of 90-day  Treasury  bill  returns  with
     appropriate   fee   adjustments  and  a  risk  factor  that  reflects  fund
     performance below 90-day Treasury bill returns. Ten percent of the funds in
     an investment category receive five stars. Past performance is no guarantee
     of future results.


    SEMIANNUAL REPORT                                     EQUITY INCOME       13

<TABLE>
<CAPTION>
                            SCHEDULE OF INVESTMENTS
                                 EQUITY INCOME

SEPTEMBER 30, 1997 (UNAUDITED)

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

<S>                       <C>                                        <C>
AUTOMOBILES & AUTO PARTS--0.5%

                    52,000  Superior Industries International, Inc.   $    1,439,750
                                                                    ---------------------

BANKING--7.0%

                   135,000  First Virginia Banks, Inc.                     6,412,500

                    85,595  Mercantile Bancorporation Inc.                 6,515,919

                    47,000  NationsBank Corp.                              2,908,125

                    70,200  UMB Financial Corp.                            3,606,525
                                                                    ---------------------

                                                                          19,443,069
                                                                    ---------------------

BUILDING & HOME IMPROVEMENTS--0.6%

                    93,500  Juno Lighting, Inc.                            1,618,719
                                                                    ---------------------

CHEMICALS & RESINS--2.9%

                    21,000  Dow Chemical Co.                               1,904,437

                    54,000  Great Lakes Chemical Corp.                     2,662,875

                    90,000  Nalco Chemical Co.                             3,605,625
                                                                    ---------------------

                                                                           8,172,937
                                                                    ---------------------

COMMUNICATIONS SERVICES--1.2%

                   139,600  Frontier Corp.                                 3,210,800
                                                                    ---------------------

CONSUMER PRODUCTS--3.9%

                   148,000  National Presto Industries, Inc.               6,225,250

                   148,000  WD-40 Co.                                      4,504,750
                                                                    ---------------------

                                                                          10,730,000
                                                                    ---------------------

DIVERSIFIED COMPANIES--1.3%

                    40,000  Minnesota Mining &
                              Manufacturing Co.                            3,700,000
                                                                    ---------------------

ELECTRICAL & ELECTRONIC
COMPONENTS--2.7%

                    81,000  General Signal Corp.                           3,503,250

                    72,000  Tecumseh Products Cl A                         4,007,250
                                                                    ---------------------

                                                                           7,510,500
                                                                    ---------------------

ENERGY (PRODUCTION & MARKETING)--1.3%

                    21,000  Amoco Corp.                                    2,023,875

                    26,500  Murphy Oil Corp.                               1,513,812
                                                                    ---------------------

                                                                           3,537,687
                                                                    ---------------------

FOOD & BEVERAGE--6.0%

                    57,000  Archer-Daniels-Midland Co.                     1,364,437

                    93,000  General Mills, Inc.                            6,411,187


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


                   145,000  McCormick & Co., Inc.                     $    3,493,594

                   136,500  Universal Foods Corp.                          5,494,125
                                                                    ---------------------

                                                                          16,763,343
                                                                    ---------------------

HEALTHCARE--1.7%

                   185,000  Seafield Capital Corp.                         4,601,875
                                                                    ---------------------

INDUSTRIAL EQUIPMENT & MACHINERY--1.2%

                    62,500  Cooper Industries, Inc.                        3,378,906
                                                                    ---------------------

INSURANCE--2.4%

                   195,000  Argonaut Group, Inc.                           6,764,062
                                                                    ---------------------

LEISURE--2.0%

                    85,100  Eastman Kodak Co.                              5,526,181
                                                                    ---------------------

METALS & MINING--0.7%

                    72,000  Ashland Coal, Inc.                             2,056,500
                                                                    ---------------------

PAPER & FOREST PRODUCTS--1.9%

                    52,900  Rayonier, Inc.                                 2,559,037

                    21,500  Union Camp Corp.                               1,326,281

                    39,500  Westvaco Corp.                                 1,424,469
                                                                    ---------------------

                                                                           5,309,787
                                                                    ---------------------

PHARMACEUTICALS--1.8%

                   136,000  Mallinckrodt Inc.                              4,896,000
                                                                    ---------------------

PRINTING & PUBLISHING--0.9%

                    40,000  Banta Corp.                                    1,120,000

                    47,500  Reader's Digest
                              Association, Inc. (The)                      1,425,000
                                                                    ---------------------

                                                                           2,545,000
                                                                    ---------------------

RESTAURANTS--3.5%

                   175,000  Luby's Cafeterias, Inc.                        3,642,187

                   208,700  Perkins Family Restaurants, L.P.               2,817,450

                   120,000  Sbarro, Inc.                                   3,360,000
                                                                    ---------------------

                                                                           9,819,637
                                                                    ---------------------

RETAIL (FOOD & DRUG)--5.8%

                   394,300  Giant Food Inc. Cl A(1)                       12,839,394

                    91,500  Weis Markets, Inc.                             3,202,500
                                                                    ---------------------

                                                                          16,041,894
                                                                    ---------------------

See Notes to Financial Statements


14      EQUITY INCOME                          AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS
                                 EQUITY INCOME

SEPTEMBER 30, 1997 (UNAUDITED)

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

RETAIL (GENERAL MERCHANDISE)--2.8%

                    22,500  May Department Stores Co. (The)    $    1,226,250

                    43,800  Mercantile Stores Co., Inc.             2,756,662

                    64,000  Penny (J.C.) Company, Inc.              3,728,000
                                                              --------------------

                                                                    7,710,912
                                                              --------------------

RUBBER & PLASTICS--2.0%

                   109,400  Rubbermaid Inc.                         2,796,537

                   101,000  Tupperware Corp.                        2,840,625
                                                              --------------------

                                                                    5,637,162
                                                              --------------------

TEXTILES & APPAREL--1.0%

                   216,900  Shaw Industries, Inc.                   2,724,806
                                                              --------------------

TOBACCO--1.0%

                    87,000  UST Inc.                                2,658,937
                                                              --------------------

UTILITIES--12.1%

                   329,000  AGL Resources Inc.                      6,230,437

                   109,000  CIPSCO Inc.                             4,155,625

                    25,900  CMS Energy Corp.                          558,468

                   197,900  Florida Progress Corp.                  6,530,700

                    17,000  New York State Electric & Gas Corp        456,875

                    98,000  Potomac Electric Power Co.              2,229,500

                    22,000  South Jersey Industries, Inc.             552,750

                   164,000  Texas Utilities Co.                     5,904,000

                    39,100  Union Electric Co.                      1,502,906

                   204,100  Wisconsin Energy Corp.                  5,306,600
                                                              --------------------

                                                                   33,427,861
                                                              --------------------

TOTAL COMMON STOCKS--68.2%                                        189,226,325
                                                              --------------------

   (Cost $169,294,786)

CONVERTIBLE PREFERRED STOCKS

BANKING--1.2%

                   116,000  National Australia Bank Ltd. SA         3,407,500
                                                              --------------------

CONTROL & MEASUREMENT--1.2%

                    77,500  Elsag Bailey Process
                              Automation N.V.                       3,201,719
                                                              --------------------


Shares/Principal Amount                                               Value
- -----------------------------------------------------------------------------------

ENERGY (PRODUCTION & MARKETING)--6.6%

                   110,000  Ultramar Diamond Shamrock, Inc.
                               (Acquired 11/8/96 through
                               9/24/97, Cost $6,759,950)(2)    $    6,936,875

                   186,000  Unocal Corp.
                               (Acquired 1/22/97 through
                               8/21/97, Cost $10,422,663)(2)       11,346,000
                                                              --------------------

                                                                   18,282,875
                                                              --------------------

TOTAL CONVERTIBLE PREFERRED
STOCKS--9.0%                                                       24,892,094
                                                              --------------------
   (Cost $22,963,092)

CONVERTIBLE BONDS

AUTOMOBILES & AUTO PARTS--3.9%

               $20,000,000  Pep Boys, 4.49%, 9/20/11(3)            10,762,500
                                                              --------------------

ENERGY (PRODUCTION & MARKETING)--0.8%

                 2,000,000  Swift Energy Co., 6.25%, 11/15/06       2,165,000
                                                              --------------------

ENVIRONMENTAL SERVICES--3.5%

                10,250,000  WMX Technologies, 2.00%,
                               1/24/05                              9,884,844
                                                              --------------------

PRINTING & PUBLISHING--1.5%

                11,000,000  Hollinger, Inc., 6.04%, 10/5/13(3)      4,241,875
                                                              --------------------

RETAIL (FOOD & DRUG)--3.7%

                 4,100,000  Food Lion, Inc., 5.00%, 6/1/03
                               (Acquired 2/20/97 through
                               8/13/97, Cost $4,221,730)(2)         4,607,375

                 5,500,000  Rite Aid Corp., 5.25%, 9/15/02          5,630,625
                                                              --------------------

                                                                   10,238,000
                                                              --------------------

RETAIL (GENERAL MERCHANDISE)--0.3%

                 1,000,000  Jacobson Stores Inc.,
                               6.75%, 12/15/11                        860,000
                                                              --------------------

RETAIL (SPECIALTY)--4.4%

                19,000,000  Office Depot, Inc.,
                               4.44%, 12/11/07(3)                  12,136,250
                                                              --------------------

TOTAL CONVERTIBLE BONDS--18.1%                                     50,288,469
                                                              --------------------

   (Cost $48,278,921)

See Notes to Financial Statements


    SEMIANNUAL REPORT                                     EQUITY INCOME       15


                            SCHEDULE OF INVESTMENTS
                                 EQUITY INCOME

SEPTEMBER 30, 1997 (UNAUDITED)

Principal Amount                                                Value
- --------------------------------------------------------------------------------

TEMPORARY CASH INVESTMENTS--4.7%

Repurchase Agreement, Goldman Sachs & Co.,
    Inc., (U.S. Treasury obligations), in a joint
    trading account at 6.10%, dated 9/30/97, due
    10/1/97 (Delivery value $13,002,203)                        $  13,000,000
                                                         -----------------------

   (Cost $13,000,000)

TOTAL INVESTMENT SECURITIES--100.0%                              $277,406,888
                                                         =======================
   (Cost $253,536,799)

FUTURES CONTRACTS

                   Expiration    Underlying Face       Unrealized
  Purchased           Date        Amount at Value         Gain
- ------------------------------------------------------------------------------
  5 S&P 500         December
  Futures            1997          $2,386,250           $31,747
                                  ========================================
</TABLE>

NOTES TO SCHEDULE OF INVESTMENTS

(1)  Security,  or a portion thereof,  has been segregated at the custodian bank
     for futures contracts.

(2)  Security was purchased  under Rule 144A of the  Securities Act of 1933 and,
     unless registered under the Act or exempted from registration,  may only be
     sold  to  qualified  institutional   investors.   The  aggregate  value  of
     restricted  securities  at  September  30,  1997,  was  $22,890,250,  which
     represented 8.2% of net assets.

(3)  Security  is a  zero-coupon  bond.  The  effective  yield  to  maturity  at
     September 30, 1997 is indicated.  Zero-coupon securities are purchased at a
     substantial discount from their value at maturity.

See Notes to Financial Statements


16      EQUITY INCOME                          AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                     STATEMENTS OF ASSETS AND LIABILITIES

                                                                            EQUITY
                                                          VALUE             INCOME
<S>                                                        <C>                <C>    
SEPTEMBER 30, 1997 (UNAUDITED)
ASSETS
Investment securities, at value (identified
  cost of $2,108,271,374 and
  $253,536,799, respectively) (Note 3)                $2,395,004,074     $277,406,888

Cash ..............................................        4,342,860          833,802

Receivable for capital shares sold ................        3,369,136        2,818,845

Receivable for investments sold ...................       28,419,698          261,575

Dividend and interest receivable ..................        3,019,639          607,878
                                                      --------------   --------------
                                                       2,434,155,407      281,928,988
                                                      --------------   --------------
LIABILITIES

Disbursements in excess of demand deposit cash ....        1,285,799          297,262

Payable for variation on futures contracts (Note 1)          453,125           18,125

Payable for investments purchased .................       10,686,727         1,164,92

Payable for capital shares redeemed ...............        2,696,701          304,449

Accrued management fees (Note 2) ..................        1,931,272          224,139

Distribution fees payable (Note 2) ................            8,365               62

Service fees payable (Note 2)  ....................            8,365               62

Other liabilities .................................          129,665           24,447
                                                      --------------   --------------
                                                          17,200,019        2,033,469
                                                      --------------   --------------
Net Assets ........................................   $2,416,955,388   $  279,895,519
                                                      ==============   ==============
NET ASSETS CONSIST OF:

Capital (par value and paid-in surplus) ...........   $1,810,837,087   $  218,248,427

Undistributed net investment income ...............          434,837          275,529

Accumulated net realized gain on
  investment and foreign currency transactions.....      318,433,899       37,469,727

Net unrealized appreciation on
  investments and translation
  of assets and liabilities in foreign
  currencies (Note 3) .............................      287,249,565       23,901,836
                                                      --------------   --------------
                                                      $2,416,955,388   $  279,895,519
                                                      ==============   ==============

Investor Class

Net assets ........................................   $2,374,888,109   $  279,588,176

Shares outstanding ................................      288,317,833       36,340,035

Net asset value per share .........................   $         8.24   $         7.69


Advisor Class

Net assets ........................................   $   41,377,734   $      307,343

Shares outstanding ................................        5,023,934           39,923

Net asset value per share .........................   $         8.24   $         7.70


Institutional Class

Net assets ........................................   $      689,545             --

Shares outstanding ................................           83,728             --

Net asset value per share .........................   $         8.24             --
</TABLE>

See Notes to Financial Statements


SEMIANNUAL REPORT               STATEMENTS OF ASSETS AND LIABILITIES      17


<TABLE>
<CAPTION>
                           STATEMENTS OF OPERATIONS
                                                                      EQUITY
                                                       VALUE          INCOME

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997 (UNAUDITED)

INVESTMENT INCOME
<S>                                                  <C>             <C>      
Income

Dividends (net of foreign taxes
  withheld of $78,725 and $3,308, respectively) .$  27,193,807   $   5,122,068

Interest .........................................   1,789,784       1,074,024
                                                  ------------    ------------
                                                    28,983,591       6,196,092
                                                  ------------    ------------
Expenses (Note 2):

Management fees ..................................  10,457,374        1,212,34

Distribution fees - Advisor Class ................      44,570             314

Shareholder service fees - Advisor Class .........      44,570             314

Directors' fees and expenses .....................      10,209           1,181
                                                  ------------    ------------
                                                    10,556,723       1,214,152
                                                  ------------    ------------

Net investment income ............................  18,426,868        4,981,94
                                                  ------------    ------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (NOTE 3)

Net realized gain on investments ................. 227,359,818      24,959,890

Change in net unrealized
  appreciation on investments .................... 241,116,270      21,418,210
                                                  ------------    ------------
Net realized and unrealized gain on
investments ...................................... 468,476,088      46,378,100
                                                  ------------    ------------
Net Increase in Net Assets
Resulting from Operations ........................$486,902,956    $ 51,360,040
                                                  ============    ============
</TABLE>

See Notes to Financial Statements


18      STATEMENTS OF OPERATIONS               AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                      STATEMENTS OF CHANGES IN NET ASSETS
                                                                                                              EQUITY
                                                                             VALUE                            INCOME
SIX MONTHS ENDED SEPTEMBER 30, 1997 (UNAUDITED)
AND YEAR ENDED MARCH 31, 1997

                                                                  September 30,       March 31,      September 30,       March 31, 
Increase in Net Assets                                                1997              1997             1997              1997

   OPERATIONS

<S>                                                           <C>               <C>               <C>               <C>            
  Net investment income ....................................  $    18,426,868   $    24,322,905   $     4,981,940   $     5,472,315

  Net realized gain on investments and
    foreign currency transactions ..........................      227,359,818       168,588,907        24,959,890        22,013,078

  Change in net unrealized appreciation on investments
    and translation of assets and liabilities
    in foreign currencies ..................................      241,116,270       (11,017,267)       21,418,210        (4,196,802)
                                                              ---------------   ---------------   ---------------   ---------------
  Net increase in net assets resulting from operations .....      486,902,956       181,894,545        51,360,040        23,288,591
                                                              ---------------   ---------------   ---------------   ---------------
  DISTRIBUTIONS TO SHAREHOLDERS

  From net investment income:

    Investor Class .........................................      (17,374,898)      (24,153,903)       (4,633,394)       (5,494,780)

    Advisor Class ..........................................         (257,854)         (213,484)           (4,743)              (20)

    Institutional Class ....................................           (3,225)             --                --                --

  In excess of net investment income:

    Investor Class .........................................             --            (120,914)             --              (5,884)

    Advisor Class ..........................................             --                (397)             --                (184)

  From net realized gains from investment transactions:

    Investor Class .........................................             --        (123,357,187)             --         (14,539,539)

    Advisor Class ..........................................             --          (2,470,879)             --                --
                                                              ---------------   ---------------   ---------------   ---------------
  Decrease in net assets from distributions ................      (17,635,977)     (150,316,764)       (4,638,137)      (20,040,407)
                                                              ---------------   ---------------   ---------------   ---------------
  CAPITAL SHARE TRANSACTIONS (Note 4)

  Net increase in net assets from capital share transactions      174,856,293       859,369,095        33,766,923        79,466,151
                                                              ---------------   ---------------   ---------------   ---------------
  Net increase in net assets ...............................      644,123,272       890,946,876        80,488,826        82,714,335

  NET ASSETS

  Beginning of period ......................................    1,772,832,116       881,885,240       199,406,693       116,692,358
                                                              ---------------   ---------------   ---------------   ---------------
  End of period ............................................  $ 2,416,955,388   $ 1,772,832,116   $   279,895,519   $   199,406,693
                                                              ===============   ===============   ===============   ===============
  Undistributed (distributions in excess of)
  net investment income ....................................  $       434,837   $      (356,054)  $       275,529   $       (68,274)
                                                              ===============   ===============   ===============   ===============
</TABLE>

  See Notes to Financial Statements


    SEMIANNUAL REPORT                STATEMENTS OF CHANGES IN NET ASSETS      19


                         NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 1997 (UNAUDITED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION--American Century Capital Portfolios, Inc. (the Corporation) is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management  investment  company.  Two series of shares,  investing  primarily in
equity  securities,  are currently issued as American Century Value Fund (Value)
and  American  Century  Equity  Income Fund (Equity  Income)  (the  Funds).  The
investment objective of Value is long-term capital growth. Income is a secondary
objective.  Value seeks to achieve its  investment  objectives  by  investing in
securities that  management  believes to be undervalued at the time of purchase.
The investment  objective of Equity Income is the production of current  income.
Capital  appreciation is a secondary  objective.  Equity Income seeks to achieve
its objectives by investing  primarily in income-  producing equity  securities.
The Funds are authorized to issue three classes of shares:  the Investor  Class,
the Advisor  Class,  and the  Institutional  Class.  The three classes of shares
differ  principally in their respective  shareholder  servicing and distribution
expenses and  arrangements.  All shares of each Fund represent an equal pro rata
interest  in the  assets  of the class to which  such  shares  belong,  and have
identical voting, dividend,  liquidation and other rights and the same terms and
conditions,  except for class specific  expenses and exclusive rights to vote on
matters affecting only individual  classes.  Sale of the Institutional Class for
Value  commenced on July 31, 1997.  Sale of the  Institutional  Class for Equity
Income had not  commenced as of September 30, 1997.  The  following  significant
accounting policies, related to all classes of the Funds, are in accordance with
accounting policies generally accepted in the investment company industry.

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

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

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

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

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

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

    FORWARD  FOREIGN  CURRENCY  EXCHANGE  CONTRACTS--The  Funds may  enter  into
forward foreign currency exchange contracts for the purpose of settling specific
purchases or sales of securities  denominated in a foreign  currency or to hedge
the Fund's  exposure  to  foreign  currency  exchange  rate  fluctuations.  When
required,  the Funds will segregate assets in an amount  sufficient to cover its
obligations  under the hedge  contracts.  The net U.S.  dollar  value of foreign
currency  underlying  all  contractual  commitments  held by the  Funds  and the
resulting  unrealized  appreciation or depreciation  are determined  daily using
prevailing exchange rates.  Forward contracts involve elements of risk in excess
of the amount  reflected in the Statement of Assets and  Liabilities.  The Funds
bear the risk of an  unfavorable  change in the foreign  currency  exchange rate
underlying  the  forward  contract.  Additionally,   losses  may  arise  if  the
counterparties  do not  perform  under the  contract  terms.  There were no open
contracts at September 30, 1997.

    FUTURES CONTRACTS--The Funds may enter into stock index futures contracts in
order to manage each Fund's exposure to changes in market conditions. One of the
risks of entering into futures contracts include the possibility that the change
in value of the  contract  may not  correlate  with the  changes in value of the
underlying  securities.  Upon  entering  into a futures  contract,  each Fund is
required to deposit  either cash or  securities  in an amount equal to a certain
percentage  of  the  contract  value  (initial  margin).   Subsequent   payments
(variation

20      NOTES TO FINANCIAL STATEMENTS          AMERICAN CENTURY INVESTMENTS


                         NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 1997 (UNAUDITED)

margin) are made or received daily, in cash, by the Funds.  The variation margin
is equal to the daily change in the contract value and is recorded as unrealized
gains and losses.  The Fund recognizes a realized gain or loss when the contract
is closed or expires.  Net realized  and  unrealized  gains or losses  occurring
during the holding period of futures  contracts are a component of realized gain
(loss) on investments and unrealized appreciation (depreciation) on investments,
respectively.

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

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

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

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

    The  character  of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal  income tax purposes.  These  differences  are due to differences in the
recognition  of  income  and  expense  items  for  financial  statement  and tax
purposes.

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

    USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and the reported  amounts of increases  and decreases in net assets
from operations  during the reporting  period.  Actual results could differ from
those estimates.

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

    The  Corporation  has entered  into a  Management  Agreement  with ACIM that
provides the Funds with investment  advisory and management services in exchange
for a single,  unified  management fee per class.  Additional  fees apply to the
Advisor Class shares, as described in the respective  prospectus.  The Agreement
provides that all expenses of the Funds,  except brokerage  commissions,  taxes,
interest,  expenses  of  those  directors  who  are not  considered  "interested
persons" as defined in the  Investment  Company Act of 1940  (including  counsel
fees) and extraordinary expense, will be paid by ACIM. The fee is computed daily
and paid monthly  based on each Fund's class  average  daily closing nets assets
during the previous  month.  The annual  management fee for each class is 1.00%,
0.75%  and  0.80%  for  the  Investor,   Advisor,  and  Institutional   Classes,
respectively.

    The Board of Directors has adopted a shareholder  services and  distribution
plan for the Advisor Class, pursuant to Rule 12b-1 of the Investment Company Act
of 1940. The Advisor Class Master  Distribution  and  Shareholder  Services Plan
provides that the Funds will pay ACIM an annual  distribution fee equal to 0.25%
and service fee equal to 0.25%.  The fees are  computed  daily and paid  monthly
based on the  Advisor  Class's  average  daily  closing  net  assets  during the
previous month. The

SEMIANNUAL REPORT                      NOTES TO FINANCIAL STATEMENTS         21


                         NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 1997 (UNAUDITED)

distribution fee provides  compensation for  distribution  expenses  incurred in
connection  with  distributing  shares of the Advisor Class  including,  but not
limited to, payments to brokers,  dealers, and financial  institutions that have
entered into sales  agreements  with ACIS and/or ACIM.  The service fee provides
compensation for shareholder and  administrative  services rendered by ACIM, its
affiliates or independent third party providers.  Fees incurred under the Master
Distribution  and  Shareholder  Services Plan during the period were $89,140 for
Value and $628 for Equity Income.

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

    Purchases of investment securities,  excluding short-term  investments,  for
the six months ended  September 30, 1997,  for Value and Equity  Income  totaled
$1,345,341,641 and $216,128,495,  respectively.  Sales of investment securities,
excluding  short-term  investments,  totaled  $1,273,788,106  and  $186,563,282,
respectively.

    As of September 30, 1997, accumulated net unrealized  appreciation for Value
and Equity Income was $283,643,477 and $23,590,390,  respectively,  based on the
aggregate cost of investments for federal income tax purposes of  $2,111,360,597
and  $253,816,498,   respectively.   Accumulated  net  unrealized   appreciation
consisted of unrealized  appreciation of $298,070,327  and $25,456,137 for Value
and Equity Income,  respectively and unrealized  depreciation of $14,426,850 and
$1,865,747, respectively.


 22     NOTES TO FINANCIAL STATEMENTS          AMERICAN CENTURY INVESTMENTS


                         NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 1997 (UNAUDITED)

4. CAPITAL SHARE TRANSACTIONS

    There are 350,000,000  shares of the Investor Class,  145,000,000  shares of
the Advisor Class, and 60,000,000 shares of the  Institutional  Class authorized
for issuance in Value.  There are  150,000,000  shares of the Investor Class and
62,500,000 shares of the Advisor Class authorized for issuance in Equity Income.
All  shares  are $0.01 par  value.  Transactions  in shares of the Funds were as
follows:

<TABLE>
<CAPTION>

                                                                        VALUE                               EQUITY INCOME

                                                               Shares             Amount              Shares              Amount
INVESTOR CLASS
Six months ended September 30, 1997:

<S>                                                          <C>            <C>                      <C>            <C>            
Shares sold ........................................         69,934,585     $   513,392,127          10,835,800     $    75,426,081

Shares issued in reinvestment
of distributions ...................................          2,185,279          17,176,524             595,003           4,452,838

Shares redeemed ....................................        (48,924,738)       (360,525,255)         (6,676,205)        (46,352,305)
                                                        ---------------     ---------------     ---------------     ---------------
Net increase .......................................         23,195,126     $   170,043,396           4,754,598     $    33,526,614
                                                        ===============     ===============     ===============     ===============

Year ended March 31, 1997:

Shares sold ........................................        196,286,153     $ 1,303,453,155          24,431,148     $   156,236,587

Shares issued in reinvestment
  of distributions .................................         22,400,228         144,836,133           3,056,977          19,088,856

Shares redeemed ....................................        (93,171,882)       (618,750,013)        (15,045,815)        (95,878,404)
                                                        ---------------     ---------------     ---------------     ---------------
Net increase .......................................        125,514,499     $   829,539,275          12,442,310     $    79,447,039
                                                        ===============     ===============     ===============     ===============
ADVISOR CLASS

Six months ended September 30, 1997:

Shares sold ........................................          2,211,708     $    15,735,471              36,714     $       239,258

Shares issued in reinvestment
  of distributions .................................             32,684             257,341                 634               4,742

Shares redeemed ....................................         (1,667,494)        (11,835,886)               (335)             (3,691)
                                                        ---------------     ---------------     ---------------     ---------------
Net increase .......................................            576,898     $     4,156,926              37,013     $       240,309
                                                        ===============     ===============     ===============     ===============
October 2, 1996(1) through March 31, 1997:

Shares sold ........................................          4,417,250     $    29,766,624               2,878     $        18,908

Shares issued in reinvestment
  of distributions .................................            416,263           2,684,756                  32                 204

Shares redeemed ....................................           (386,477)         (2,621,560)               --                  --
                                                        ---------------     ---------------     ---------------     ---------------
Net increase .......................................          4,447,036     $    29,829,820               2,910     $        19,112
                                                        ===============     ===============     ===============     ===============
INSTITUTIONAL CLASS

July 31, 1997(2) through September 30, 1997:

Shares sold ........................................             83,335     $       652,746                --                  --

Shares issued in reinvestment
  of distributions .................................                393               3,225                --                  --

Shares redeemed ....................................               --                  --                  --                  --
                                                        ---------------     ---------------     ---------------     ---------------
Net increase .......................................             83,728     $       655,971                --                  --
                                                        ===============     ===============     ===============     ===============
- ----------

(1)  Sale of the Advisor Class  commenced on October 2, 1996 for Value and March
     7, 1997 for Equity Income.

(2)  Sale of the Institutional Class commenced on July 31, 1997 for Value.
</TABLE>

See Notes to Financial Statements


 SEMIANNUAL REPORT                     NOTES TO FINANCIAL STATEMENTS       23


                         NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 1997 (UNAUDITED)

                              September 30, 1997

5. AFFILIATED COMPANY TRANSACTIONS

  A summary of  transactions  for each issuer which is or was an affiliate at or
during the six months ended September 30, 1997, follows:
<TABLE>

                                                                                                                September 30, 1997
                                            Share                                 Realized
                                           Balance     Purchase      Sales          Gain                        Share         Market
  Fund/Issuer                              3/31/97       Cost        Cost          (Loss)         Income       Balance        Value
VALUE
<S>                                       <C>        <C>            <C>             <C>          <C>         <C>        <C>         
Gerber Scientific, Inc. ..............    1,497,100         --    $21,044,977  $   4,919,959   $    44,448        --            --

Giant Food Inc. Cl A .................    2,526,600  $34,071,278    5,218,205       (257,870)    1,084,844   3,416,800  $111,259,550

Hudson Foods, Inc. ...................         --     36,697,764   36,697,764     12,621,891          --          --            --

Seafield Capital Corp. ...............      320,000    2,512,500         --             --         222,000     420,000    10,447,500

Superior Industries

  International, Inc. ................    1,954,400    1,485,035      545,100          3,882       259,900   1,998,000    55,319,625

XTRA Corp. ...........................      773,400    8,490,886      491,575         76,546       345,920     946,000    53,862,875
                                                     -----------  -----------    -----------    ----------              ------------
                                                     $83,257,463  $63,997,621    $17,364,408    $1,957,112              $230,889,550
                                                     ===========  ===========    ===========    ==========              ============
</TABLE>

See Notes to Financial Statements


24      NOTES TO FINANCIAL STATEMENTS          AMERICAN CENTURY INVESTMENTS

<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                                     VALUE

  For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

                                                                                         Investor Class
                                                                1997(1)         1997          1996            1995          1994(2)
PER-SHARE DATA

<S>                                                              <C>           <C>            <C>             <C>            <C>  
Net Asset Value, Beginning of Period ..................          $6.58         $6.32          $5.46           $4.98          $5.01
                                                                ------        ------         ------          ------          -----
Income From Investment Operations

  Net Investment Income ...............................           0.06         0.12(3)        0.13(3)         0.12(3)        0.08(3)

  Net Realized and Unrealized Gain(Loss)
  on Investment Transactions ..........................           1.66          0.87           1.34            0.75          (0.04)
                                                                ------        ------         ------          ------          -----
  Total From Investment Operations ....................           1.72          0.99           1.47            0.87           0.04
                                                                ------        ------         ------          ------          -----
Distributions

  From Net Investment Income ..........................          (0.06)        (0.12)         (0.12)          (0.12)         (0.07)

  From Net Realized Gains
  on Investment Transactions ..........................            --          (0.61)         (0.48)          (0.27)           --

  In Excess of Net Realized Gains .....................            --            --           (0.01)            --             --
                                                                ------        ------         ------          ------          -----
  Total Distributions .................................          (0.06)        (0.73)         (0.61)          (0.39)         (0.07)
                                                                ------        ------         ------          ------          -----
Net Asset Value, End of Period ........................          $8.24         $6.58          $6.32           $5.46          $4.98
                                                                ======        ======         ======          ======          =====
  Total Return(4) .....................................          26.21%        16.03%         28.06%          18.56%          0.83%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets ....................................        1.00%(5)         1.00%          0.97%          1.00%         1.00%(5)

Ratio of Net Investment Income
to Average Net Assets .................................        1.76%(5)         1.86%          2.17%          2.65%         3.37%(5)

Portfolio Turnover Rate ...............................           63%            111%           145%            94%           79%

Average Commission Paid per
Investment Security Traded ............................         $0.0462        $0.0457        $0.0409          --(6)          --(6)

Net Assets, End of Period (in thousands) ..............      $2,374,888     $1,743,582       $881,885      $348,281        $87,798


(1) Six months ended September 30, 1997 (unaudited).

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

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

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

(5) Annualized.

(6) Disclosure of average commission paid per investment security traded was not
    required prior to the year ended March 31, 1996.
</TABLE>

See Notes to Financial Statements


  SEMIANNUAL REPORT                              FINANCIAL HIGHLIGHTS       25

<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                                     VALUE

                    For a Share Outstanding Throughout the Periods as Indicated


                                                                     Advisor Class
                                                                1997(1)           1997(2)
PER-SHARE DATA
<S>                                                            <C>                 <C>  
Net Asset Value, Beginning of Period ........................  $6.58               $6.71
                                                              -------           ----------
Income From Investment Operations

  Net Investment Income .....................................   0.05                0.05(3)

  Net Realized and Unrealized Gain 
   on Investment Transactions ...............................   1.66                0.48
                                                              -------           ----------
  Total From Investment Operations ..........................   1.71                0.53
                                                              -------           ----------
Distributions

  From Net Investment Income ................................  (0.05)              (0.05)

  From Net Realized Gains on Investment Transactions ........   --                 (0.61)
                                                              -------           ----------
  Total Distributions .......................................  (0.05)              (0.66)
                                                              -------           ----------
Net Asset Value, End of Period ..............................  $8.24               $6.58
                                                              =======           ==========
  Total Return(4) ...........................................  26.07%               0.54%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ........... 1.25%(5)            1.25%(5)

Ratio of Net Investment Income to Average Net Assets ........ 1.51%(5)            1.46%(5)

Portfolio Turnover Rate .....................................    63%                111%

Average Commission Paid per Investment Security Traded ...... $0.0462             $0.0457

Net Assets, End of Period (in thousands) .................... $41,378             $29,250

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

(1)  Six months ended September 30, 1997 (unaudited).

(2)  October 2, 1996 (commencement of sale of Advisor Class) through March 31, 1997.

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

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

(5)  Annualized.
</TABLE>

See Notes to Financial Statements


26      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


                             FINANCIAL HIGHLIGHTS
                                     VALUE

                     For a Share Outstanding Throughout the Period as Indicated

                                                                   Institutional
                                                                        Class
                                                                       1997(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period ................................   $7.84
                                                                      --------
Income From Investment Operations

 Net Investment Income ..............................................    0.03

 Net Realized and Unrealized Gain on Investment Transactions ........    0.41
                                                                      --------
 Total From Investment Operations ...................................    0.44
                                                                      --------
Distributions

  From Net Investment Income ........................................   (0.04)
                                                                      --------
Net Asset Value, End of Period ......................................   $8.24
                                                                      ========
  Total Return(2) ...................................................    5.60%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ...................  0.80%(3)

Ratio of Net Investment Income to Average Net Assets ................  1.96%(3)

Portfolio Turnover Rate .............................................    63%

Average Commission Paid per Investment Security Traded ..............  $0.0462

Net Assets, End of Period (in thousands) ............................   $690

- ----------

(1)  July  31,  1997  (commencement  of sale  of  Institutional  Class)  through
     September 30, 1997 (unaudited).

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

(3)  Annualized.

See Notes to Financial Statements


 SEMIANNUAL REPORT                              FINANCIAL HIGHLIGHTS       27

<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS
                                 EQUITY INCOME

  For a Share Outstanding Throughout the Years Ended March 31 (except as noted)

                                                                   Investor Class
                                                 1997(1)       1997         1996        1995(2)

PER-SHARE DATA

<S>                                                <C>          <C>          <C>         <C>  
Net Asset Value, Beginning of Period ............. $6.31        $6.10        $5.42       $5.00
                                                  -------      --------     ------      -------
Income From Investment Operations

  Net Investment Income .......................... 0.14        0.22(3)      0.20(3)     0.09(3)

  Net Realized and Unrealized Gain
  on Investment Transactions ..................... 1.37         0.75         1.13        0.44
                                                  -------      --------     ------      -------
  Total From Investment Operations ............... 1.51         0.97         1.33        0.53
                                                  -------      --------     ------      -------
Distributions

  From Net Investment Income .....................(0.13)       (0.21)       (0.19)      (0.09)

  From Net Realized
  Gains on Investment Transactions ...............  --         (0.55)       (0.45)      (0.02)

  In Excess of Net Realized Gains ................  --           --         (0.01)        --
                                                  -------      --------     ------      -------
  Total Distributions ............................(0.13)       (0.76)       (0.65)      (0.11)
                                                  -------      --------     ------      -------
Net Asset Value, End of Period ................... $7.69        $6.31        $6.10       $5.42
                                                  =======      ========     ======       ======
  Total Return(4) ................................24.01%       16.23%       25.67%      10.69%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ...........................1.00%(5)       1.00%        0.98%     1.00%(5)

Ratio of Net Investment Income
to Average Net Assets ...........................4.12%(5)       3.46%        3.51%     4.04%(5)

Portfolio Turnover Rate .........................   80%         159%         170%         45%

Average Commission Paid per
Investment Security Traded ...................... $0.0450      $0.0437      $0.0378      --(6)

Net Assets, End of Period (in thousands) ........$279,588     $199,388     $116,692     $52,213

- ----------

(1)  Six months ended September 30, 1997 (unaudited).

(2)  August 1, 1994 (inception) through March 31, 1995.

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

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

(5)  Annualized.

(6)  Disclosure of average  commission  paid per investment  security traded was
     not required prior to the year ended March 31, 1996.
</TABLE>

See Notes to Financial Statements


28      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


                             FINANCIAL HIGHLIGHTS
                                 EQUITY INCOME

              For a Share Outstanding Throughout the Periods Ended as Indicated


                                                                Advisor Class
                                                          1997(1)       1997(2)
PER-SHARE DATA

Net Asset Value, Beginning of Period                       $6.31          $6.57
                                                          -------       -------
Income From Investment Operations

  Net Investment Income(3)                                  0.14           0.02

  Net Realized and Unrealized
  Gain (Loss) on Investment Transactions                    1.37          (0.21)
                                                          -------       -------
  Total From Investment Operations                          1.51          (0.19)
                                                          -------       -------
Distributions

  From Net Investment Income                               (0.12)         (0.07)
                                                          -------       -------
Net Asset Value, End of Period                             $7.70          $6.31
                                                           ======       =======
  Total Return(4)                                          24.05%        (0.19)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets         1.25%(5)      1.25%(5)

Ratio of Net Investment Income to Average Net Assets      3.87%(5)      1.64%(5)

Portfolio Turnover Rate                                     80%          159%

Average Commission Paid per Investment Security Traded    $0.0450       $0.0437

Net Assets, End of Period (in thousands)                    $307          $18

- ----------
(1)  Six months ended September 30, 1997 (unaudited).

(2)  March 7, 1997  (commencement  of sale of Advisor  Class)  through March 31,
     1997.

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

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

(5)  Annualized.

See Notes to Financial Statements


  SEMIANNUAL REPORT                              FINANCIAL HIGHLIGHTS       29


                             PROXY VOTING RESULTS

    An annual meeting of shareholders  was held on July 30, 1997, to vote on the
following  proposals.  All of the  proposals  received the required  majority of
votes and were adopted.

    A summary of voting results is listed below each proposal.

PROPOSAL 1:

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

                                       VALUE          EQUITY INCOME

James E. Stowers, Jr.

                      For:          186,393,183         20,793,934

                      Withheld:       3,516,432            416,296

James E. Stowers III

                      For:          186,477,397         20,797,680

                      Withheld:       3,432,218            412,550

Thomas A. Brown

                      For:          186,634,837         20,816,977

                      Withheld:       3,274,778            393,253

Robert W. Doering, M.D.

                      For:          186,414,587         20,796,800

                      Withheld:       3,495,028            413,430

D.D. (Del) Hock

                      For:          186,550,943         20,793,068

                      Withheld:       3,358,672            417,162

Linsley L. Lundgaard

                      For:          186,392,230         20,781,902

                      Withheld:       3,517,385            428,328

Donald H. Pratt

                      For:          186,592,854         20,804,436

                      Withheld:       3,316,761            405,794

Lloyd T. Silver, Jr.

                      For:          186,503,572         20,804,831

                      Withheld:       3,406,043            405,399

M. Jeannine Strandjord

                      For:          186,537,675         20,802,607

                      Withheld:       3,371,940            407,623

PROPOSAL 2:

    To  vote  on  approval  of a  Management  Agreement  with  American  Century
Investment Management, Inc.

                       VALUE               EQUITY INCOME
               INVESTOR    ADVISOR       INVESTOR    ADVISOR

For:          180,082,427  4,659,789    20,280,807    33,912

Against:        4,517,544         --       424,977        --

Abstain:        1,960,701         --       186,403        --

Broker
Non-Vote:       3,348,943         --       318,043        --


PROPOSAL 3:

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

                           VALUE     EQUITY INCOME

    For:                184,933,494    20,833,912

    Against:              3,341,839       280,280

    Abstain:              1,634,282        96,038


PROPOSAL 4:

To vote on the adoption of standardized investment limitations.

* Eliminate the fundamental investment limitation concerning diversification of
investments.

                          VALUE      EQUITY INCOME

    For:                159,897,184    19,817,213

    Against:             24,171,116       914,979

    Abstain:              2,492,372       159,995

    Broker Non-Vote:      3,348,943       318,043


30      PROXY VOTING RESULTS                   AMERICAN CENTURY INVESTMENTS


                             PROXY VOTING RESULTS

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

                           VALUE     EQUITY INCOME

     For:               164,413,655   19,806,997

     Against:            19,445,126      924,984

     Abstain:             2,701,891      160,206

     Broker Non-Vote:     3,348,943      318,043


* Amend the fundamental investment limitation concerning borrowing.

                           VALUE     EQUITY INCOME

     For:               158,692,025   19,705,368

     Against:            25,117,939    1,019,555

     Abstain:             2,750,708      167,264

     Broker Non-Vote:     3,348,943      318,043


* Amend the fundamental investment limitation concerning lending.

                          VALUE      EQUITY INCOME

     For:               158,939,585   19,670,629

     Against:            24,863,888    1,033,629

     Abstain:             2,757,199      187,929

     Broker Non-Vote:     3,348,943      318,043


*Amend the fundamental investment limitation concerning concentration of
investments in a particular industry.

                           VALUE     EQUITY INCOME

     For:               159,334,234   19,784,801

     Against:            24,531,883      955,013

     Abstain:             2,694,555      152,373

     Broker Non-Vote:     3,348,943      318,043


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

                           VALUE     EQUITY INCOME

     For:               163,815,833   19,765,698

     Against:            20,037,930      944,003

     Abstain:             2,706,909      182,486

     Broker Non-Vote:     3,348,943      318,043


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

                           VALUE      EQUITY INCOME

     For:               164,469,813   19,807,788

     Against:            19,461,256      914,834

     Abstain:             2,629,603      169,565

     Broker Non-Vote:     3,348,943      318,043


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

                           VALUE     EQUITY INCOME

     For:               164,798,100   19,837,776

     Against:            19,131,408      886,225

     Abstain:             2,631,164      168,186

     Broker Non-Vote:     3,348,943      318,043


* Amend the fundamental investment limitation concerning underwriting.

                           VALUE      EQUITY INCOME

     For:               164,522,452   19,781,018

     Against:            19,245,396      926,846

     Abstain:             2,792,824      184,323

     Broker Non-Vote:     3,348,943      318,043


SEMIANNUAL REPORT                              PROXY VOTING RESULTS       31


                             PROXY VOTING RESULTS

* Amend the fundamental investment limitation concerning commodities.

                           VALUE      EQUITY INCOME

     For:               163,444,414   19,684,053

     Against:            20,323,495      996,256

     Abstain:             2,792,763      211,878

     Broker Non-Vote:     3,348,943      318,043


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

                           VALUE      EQUITY INCOME

     For:               164,373,725   19,777,727

     Against:            19,534,506      918,073

     Abstain:             2,652,441      196,387

     Broker Non-Vote:     3,348,943      318,043


* Eliminate the fundamental limitation concerning short sales.

                           VALUE     EQUITY INCOME

     For:               163,845,010   19,729,915

     Against:            20,067,923      935,518

     Abstain:             2,647,739      226,754

     Broker Non-Vote:     3,348,943      318,043


* Eliminate the fundamental investment limitation concerning margin purchases of
securities.

                           VALUE     EQUITY INCOME

     For:               163,715,974   19,687,499

     Against:            20,149,656      999,468

     Abstain:             2,695,042      205,220

     Broker Non-Vote:     3,348,943      318,043


 32    PROXY VOTING RESULTS                   AMERICAN CENTURY INVESTMENTS


                SHARE CLASS AND RETIREMENT ACCOUNT INFORMATION

SHARE CLASSES

    Until  September 3, 1996, the Value and Equity Income funds issued one class
of fund  shares,  reflecting  the fact that most  investors  bought their shares
directly  from American  Century.  All  investors  paid the same annual  unified
management fee and did not pay any  commissions or other fees to purchase shares
from American Century.

    Now  more  share   purchases  are  made  by  investors   through   financial
intermediaries  (who ordinarily are compensated for the additional services they
provide),  or by very  large  institutional  investors  who expect  lower  costs
because of their size. In September 1996,  American Century began to offer three
classes  of shares  for the  Value and  Equity  Income  funds.  One class is for
investors who buy directly from American  Century,  one is for investors who buy
through  financial  intermediaries,  and the  third is for  large  institutional
customers.

    The original  class of Value and Equity Income shares is called the INVESTOR
CLASS.  All shares  issued and  outstanding  before  September 3, 1996 have been
designated as Investor Class shares. Investor Class shares may also be purchased
after September 3, 1996.  Investor Class shareholders do not pay any commissions
or other fees for  purchase of funds  shares  directly  from  American  Century.
Investors who buy Investor Class shares through a broker-dealer  may be required
to pay the  broker-dealer  a transaction  fee. THE PRICE AND  PERFORMANCE OF THE
INVESTOR  CLASS  SHARES ARE LISTED IN  NEWSPAPERS.  NO OTHER CLASS IS  CURRENTLY
LISTED.

    In  addition,  there  is an  ADVISOR  CLASS,  which is sold  through  banks,
broker-dealers, insurance companies and financial advisors. Advisor Class shares
are subject to a 0.50% Rule 12b-1 service and distribution fee. Half of that fee
is available to pay for recordkeeping and administrative  services,  and half is
available  to  pay  for   distribution   services   provided  by  the  financial
intermediary  through  which the Advisor Class shares are  purchased.  The total
expense  ratio of the Advisor Class is 0.25% higher than the total expense ratio
of the Investor Class.

    There is also an  INSTITUTIONAL  CLASS,  which is available  to  endowments,
foundations,  defined-benefit pension plans or financial  intermediaries serving
these  investors.  This class  recognizes the  relatively  lower cost of serving
institutional customers and others who invest at least $5 million in an American
Century fund or at least $10 million in multiple  funds.  In  recognition of the
larger  investments and account  balances and  comparatively  lower  transaction
costs, the total expense ratio of the Institutional Class is 0.20% less than the
total expense ratio of the Investor Class shares.

    The  Institutional  Class had not  commenced  as of  September  30, 1997 for
Equity Income.

    All  classes  of  shares  represent  a pro rata  interest  in the  funds and
generally have the same rights and preferences.

RETIREMENT ACCOUNT INFORMATION

    As required by law,  any  distributions  you receive from an IRA and certain
403(b)  distributions [not eligible for rollover to an IRA or to another 403(b)]
are subject to federal  income tax  withholding  at the rate of 10% of the total
amount withdrawn,  unless you elect not to have withholding  apply. If you don't
want us to withhold on this amount, you may send us a written notice not to have
the federal  income tax  withheld.  Your written  notice is valid for six months
from the date of receipt at American Century.  Even if you plan to roll over the
amount you withdraw to another tax-deferred  account, the withholding rate still
applies to the withdrawn  amount unless we have received a written notice not to
withhold federal income tax within six months prior to the withdrawal.

    When you plan to  withdraw,  you may make your  election by  completing  our
Exchange/Redemption  form or an IRS Form W-4P. Call American  Century for either
form.  Your  written  election  is valid  for only six  months  from the date of
receipt at American Century. You may revoke your election at any time by sending
a written notice to us.

    Remember,  even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable  portion of your  withdrawal.  If you elect
not to have income tax  withheld or you don't have enough  income tax  withheld,
you may be  responsible  for payment of estimated  tax. You may incur  penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.


SEMIANNUAL REPORT        SHARE CLASS AND RETIREMENT ACCOUNT INFORMATION       33


                                     NOTES


 34            NOTES


                                     NOTES


                                                                  NOTES       35


                            BACKGROUND INFORMATION

INVESTMENT PHILOSOPHY & POLICIES

    The American  Century Group offers eight equity funds,  including  Value and
Equity  Income.  These two funds are  general  equity  funds  managed to provide
growth over time with less volatility than more aggressive  growth funds.  Stock
purchases  are based on a  company-by-company  analysis to  determine  whether a
stock is trading below what the fund management team considers fair value.  Once
the management team  understands why the stock's price is depressed and the team
believes the  undervaluation  is temporary,  the stock may be purchased and held
until it  appreciates  to fair  value,  when it is sold.  Equity  Income may buy
stocks that are trading at fair value if the stock pays a generous dividend.  In
both funds, broad diversification  across many industries is stressed to prevent
the performance of one sector from dominating fund returns.

    AMERICAN  CENTURY  VALUE  invests  in the  equity  securities  of  seasoned,
established  businesses that the fund's management team believes are temporarily
undervalued.  This is  determined  by  comparing a stock's  share price with key
financial measures,  including earnings, book value, cash flow and dividends. If
the stock's price  relative to these  measures is low and the company's  balance
sheet is solid, its securities are candidates for purchase.  The management team
may secondarily look for income when making portfolio selections.

    AMERICAN   CENTURY  EQUITY  INCOME  purchases  the  securities  of  seasoned
companies  that pay steady  income,  with the goal of providing  shareholders  a
higher yield than the  aggregate  yield of the stocks making up the S&P 500. The
team may  secondarily  search out stocks whose share prices are  undervalued  or
fairly  valued.  To help increase the fund's yield and help reduce the impact of
stock market value changes,  the team maintains a relatively large percentage of
assets in convertible  securities.  These are income-paying  issues that may, at
some later date, be converted into equity  securities at favorable  prices.  The
prices  of  convertibles  usually  do not  fluctuate  as much as those of common
stocks, and they generally pay higher interest and dividends than common stocks.
Under normal  circumstances,  the fund can be expected to have less  share-price
volatility than American Century Value.

COMPARATIVE INDICES

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

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

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

    The  LIPPER  EQUITY  INCOME  FUND  INDEX is a  non-weighted  index of the 30
largest  equity income mutual funds.  Lipper  Analytical  Services,  Inc., is an
independent mutual fund ranking service.

INVESTMENT TEAM LEADERS
- --------------------------------------------------------------------------------
    Portfolio Managers                                  Phil Davidson
                                                        Peter Zuger
- --------------------------------------------------------------------------------


36      BACKGROUND INFORMATION                 AMERICAN CENTURY INVESTMENTS


                                   GLOSSARY

RETURNS

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

*  AVERAGE ANNUAL RETURNS illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal year-by-year total returns,  please refer to the "Financial
Highlights" on pages 25-29.


PORTFOLIO STATISTICS

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

*  AVERAGE  DIVIDEND  YIELD OF  HOLDINGS-- a  percentage  return  calculated  by
dividing a company's  annual cash  dividend by the current  market  value of the
company's stock.

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

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

*  EXPENSE RATIO-- the operating expenses of the fund, expressed as a percentage
of average net assets.  Shareholders pay an annual fee to the investment manager
for  investment  advisory  and  management  services.  The expenses and fees are
deducted from fund income, not from each shareholder account. (See Note 2 in the
Notes to Financial Statements.)

TYPES OF STOCKS

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

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

*  GROWTH  STOCKS--  stocks of  companies  that have  experienced  above-average
earnings  growth and appear likely to continue  such growth.  These stocks often
sell at high P/E ratios. Examples can include the stocks of high-tech,  computer
hardware and computer software companies.

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

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

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

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


STATISTICAL TERMINOLOGY

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

SEMIANNUAL REPORT                                          GLOSSARY       37


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

P.O. BOX 419200 
KANSAS CITY, MISSOURI 
64141-6200

INVESTOR SERVICES:  
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 816-444-3485

FAX: 816-340-7962

INTERNET: www.americancentury.com


AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.


INVESTMENT MANAGER

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

KANSAS CITY, MISSOURI


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


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