AMERICAN CENTURY CAPITAL PORTFOLIOS INC
N-30D, 1997-12-19
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                                     ANNUAL
                                     REPORT

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

                                OCTOBER 31, 1997

                                    AMERICAN
                                     CENTURY
                                      GROUP

                                Real Estate Fund


                                TABLE OF CONTENTS

Report Highlights ............................................................1
Our Message to You ...........................................................2
Market Perspective ...........................................................3
Performance & Portfolio Information ..........................................4
Management Q & A .............................................................5
Schedule of Investments ......................................................8
Statement of Assets and Liabilities ..........................................9
Statement of Operations .....................................................10
Statements of Changes in Net Assets .........................................11
Notes to Financial Statements ...............................................12
Financial Highlights ........................................................15
Independent Auditors' Report ................................................17
Proxy Voting Results ........................................................18
Share Class and Retirement Account Information ..............................19
Background Information
           Investment Philosophy and Policies ...............................20
           Fund Management Team .............................................20
           Fund Background ..................................................20
           Comparative Indices ..............................................20
           Investment Team Leaders ..........................................20
Glossary ....................................................................21

       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(reg. tm)
     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
- -------------------------------------------------------------------------------
                              Real Estate Fund

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

*   Strong  economic  growth  in 1997  boosted  the  U.S.  real  estate  market,
    increasing  demand for space,  reducing vacancy rates and supporting  higher
    rents. Hotel and office properties were the biggest beneficiaries.

*   The  worst-performing  property  sector during the period was factory outlet
    centers. These properties have been overbuilt, which has resulted in erosion
    in their occupancy rates, rents and profits.

*   Real estate investment trusts (REITs) generally had an exceptionally  strong
    year.  The Wilshire REIT index posted a 34.11% total return.  To put that in
    perspective,  the  index's  average  annual  return  for the 10 years  ended
    October 31, 1997, was 11.28%.

*   Looking ahead, we expect real estate  fundamentals to remain strong in 1998,
    thanks to continued  U.S.  economic  growth and despite higher levels of new
    construction. Our research indicates that every major U.S. metropolitan area
    should  experience  job growth in 1998.  Expanding  local  economies  should
    create additional tenant demand for property.

*   We expect  higher  market rents over the next two years in nearly 90% of the
    over 240 submarkets where the fund's subadvisor currently manages property.

*   We expect solid, but more moderate REIT returns in 1998. After a spectacular
    two-year  stretch in 1996 and 1997,  the REIT  market  should  post  returns
    closer to its historical norm, somewhere in the 10-15% range.

REAL ESTATE FUND

                               INVESTOR CLASS(1)

TOTAL RETURNS:                                                AS OF 10/31/97
     6 Months                                                      20.45%(2)
     1 Year                                                           40.69%
NET ASSETS:                                                   $76.9 million
     (AS OF 10/31/97)
INCEPTION DATE:                                                      9/21/95
TICKER SYMBOL:                                                         REACX

(1) See Share Classes, page 19.

(2) Not annualized.

MANAGEMENT Q & A

    AMERICAN  CENTURY CREATED THIS FUND BY JOINING FORCES WITH RREEF REAL ESTATE
SECURITIES ADVISORS L.P. (RREEF),  PART OF ONE OF AMERICA'S LARGEST PRIVATE REAL
ESTATE INVESTMENT  ADVISORY FIRMS.  CHICAGO-BASED RREEF IS THE FUND'S SUBADVISOR
AND IS RESPONSIBLE FOR MANAGING ITS INVESTMENT PORTFOLIO.

*   This was American  Century's top- performing fund for the year ended October
    31, 1997,  outpacing the stellar returns of REITs,  real estate mutual funds
    and the U.S. stock market in general.

*   Good sector  allocation  decisions made the  difference.  The fund was over-
    weighted in the strongest property sectors (hotels and office buildings) and
    underweighted in weaker sectors (such as factory outlets).

*   It's not realistic to expect the fund's  returns to remain at recent levels.
    It's more realistic to expect solid returns  closer to the  historical  norm
    for REITs (10% to 15%). Against this backdrop,  the investment team hopes to
    continue to outperform market benchmarks and the fund's peer group.

Many of the investment  terms in this report are defined in the Glossary on page
21.


ANNUAL REPORT                                          REPORT HIGHLIGHTS       1


                              OUR MESSAGE TO YOU

                        [photo of James E. Stowers III]

    We are proud to present the first  annual  report for the  American  Century
Real Estate (ACRE) fund, which was launched on June 16, 1997. This report,  like
the ACRE fund itself, represents a strong collaboration between American Century
and RREEF Real Estate Securities  Advisors L.P. (RREEF),  the fund's subadvisor,
meshing the skills and resources of our financial  report  production  team with
the  investment  knowledge  and  experience  of RREEF's  real estate  investment
managers.  We hope  investors  who are reading an American  Century  shareholder
report for the first time  appreciate  the format and  thorough  content of this
report,  which was designed  based on investor  input and feedback.  Our reports
consistently receive "A" ratings from Morningstar for their design and content.

    Offering  the ACRE fund was just one of  several  actions we took in 1997 to
provide better  investment  tools and services to investors.  In July,  American
Century  agreed to enter into a  business  partnership  with J.P.  Morgan & Co.,
Inc., which will become a significant  minority  shareholder of American Century
Companies,  Inc.  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,  with  the  same  corporate
management team. No changes in your fund's investment managers, policies or fees
are anticipated as a result of this transaction.

    Another  issue we began to  address  in 1997 was the year 2000  problem.  As
detailed in numerous news reports,  many of the world's  computer systems are at
risk because they cannot distinguish  between the years 2000 and 1900. A team of
computer  professionals  is  reviewing  each of American  Century's  systems and
programs to identify  and fix those that could  cause  problems.  Our goal is to
have all of our computer  systems and programs 100%  year-2000  compliant by the
end of 1998.

    On a more personal note, 1998 will be a landmark year for another reason. It
marks 40 years since we launched our first two funds,  Twentieth  Century Growth
and  Twentieth  Century  Select.  Not many fund  companies  have a 40-year track
record,  nor have many built a fund  family  that  consists  of nearly 70 stock,
bond,  money market and  diversified  funds to help you achieve  your  financial
goals.

    We're proud of the investment  opportunities  and services we can offer you,
and we're looking forward to adding many more distinctive products,  such as the
ACRE fund, for your use in the coming years.

                                              Sincerely,

                                              /s/James E. Stowers III
                                              James E. Stowers III
                                              Chief Executive Officer
                                              American Century Companies, Inc.


2     OUR MESSAGE TO YOU                            AMERICAN CENTURY INVESTMENTS


                              MARKET PERSPECTIVE

[line graph - data below]

MARKET PERFORMANCE MEASUREMENTS
Comparative  growth of $1.00 for the year ended October 31, 1997

                    WILSHIRE                 S&P 500                 
                   REIT INDEX
Oct-96               $1.00                    $1.00 
Nov-96               $1.07                    $1.05 
Dec-96               $1.06                    $1.17
Jan-97               $1.12                    $1.18 
Feb-97               $1.13                    $1.17 
Mar-97               $1.08                    $1.18 
Apr-97               $1.15                    $1.14 
May-97               $1.21                    $1.17 
Jun-97               $1.27                    $1.24
Jul-97               $1.37                    $1.27 
Aug-97               $1.29                    $1.26 
Sep-97               $1.37                    $1.39 
Oct-97               $1.32                    $1.34

Comparative one-year returns for the year ended October 31, 1997

       Wilshire REIT Index .................. 34.11%
       S&P 500 .............................. 32.10%
       SOURCE: BLOOMBERG FINANCIAL MARKETS

LOW INFLATION, STRONG GROWTH

    The latest U.S.  economic  expansion  reached 80 months on October 31, 1997,
making it the third  longest since World War II. What  differentiates  the 1990s
expansion  from those in the 1960s and 1980s is low  inflation,  with an average
annual rate of just over 2% during the '90s.  Wage pressure,  a key component of
inflation,  hasn't materialized  despite the lowest unemployment rates since the
early 1970s. Corporate  restructurings and technological advances have increased
productivity more rapidly than the demand for labor.

    The absence of  inflationary  pressure has helped keep  interest  rates low,
reducing corporate borrowing costs. As a result, corporate profit margins are at
their highest levels since the late 1960s, boosting the U.S. economy. It grew at
a torrid 4.9% annual pace in the first quarter of 1997, the strongest quarter in
more than nine  years.  Growth in the second and third  quarters  remained  very
strong, at an annual rate of 3.3%.

PROPERTY MARKET

    Strong  economic growth in 1997 assisted the entire U.S. real estate market,
increasing demand for space, reducing vacancy rates and supporting higher rents.
Hotel and office properties were the biggest beneficiaries. In the hotel market,
the booming  economy led to a room  shortage,  which kept  properties  near full
occupancy  and allowed hotel  operators to raise room rates.  Because most large
operators have favorable or low financing on their  properties,  the higher room
rates fell directly to the bottom line, increasing profits significantly. In the
office market, growing corporations absorbed most of the existing space, leading
to higher rents and profits. The office sector was also bolstered by demand from
Wall  Street.  Even  though  office  buildings  represent  the  largest  pool of
commercial  properties,  they  are  the  least  securitized  -- most  are  owned
privately by relatively  small groups of investors rather than publicly by large
investment pools. With an increasing  investor appetite for securities backed by
office  properties,  real estate owners and investment bankers are scrambling to
meet that demand.

    The  worst-performing  property  sector during the period was factory outlet
centers. These properties have been overbuilt,  which has resulted in erosion in
their occupancy rates, rents and profits.

REIT MARKET

    Bolstered by strong property  performance and increasing investor demand for
real  estate  securities,   real  estate  investment  trusts  (REITs)  generally
performed  very well during the 12 months ended  October 31, 1997.  The Wilshire
REIT index  posted a 34.11%  total  return for the period,  beating even the S&P
500's 32.10% return.  To put the REIT market's  recent  strength in perspective,
the Wilshire REIT index's  average  annual return for the 10 years ended October
31, 1997, was 11.28%. Clearly, 1997 has been an exceptional year.

    Hotel and  office  REITs  topped  the list of  best-performing  real  estate
securities.  According to RREEF,  hotel REITs posted an astonishing 65.33% total
return for the  period,  while  office  REITs came in with a 47.96%  return.  By
contrast, factory outlet REITs returned just 4.97%.


 ANNUAL REPORT                                    MARKET PERSPECTIVE       3


<TABLE>
<CAPTION>
                      PERFORMANCE & PORTFOLIO INFORMATION

 TOTAL RETURNS AS OF OCTOBER 31, 1997(1)

                                                    6 MONTHS          1 YEAR        LIFE OF FUND
- ---------------------------------------------------------------------------------------------------------
INVESTOR CLASS (inception 9/21/95)(2)

<S>                                                 <C>               <C>              <C>   
ACRE .............................................. 20.45%            40.69%           31.46%
Wilshire REIT Index ............................... 17.79%            34.11%          26.59%(3)
- ---------------------------------------------------------------------------------------------------------
INSTITUTIONAL CLASS (inception 6/16/97)

ACRE ................................................................................. 13.40.%
Wilshire REIT Index .................................................................. 8.41%(4)
</TABLE>

(1)  RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED.

(2)  THE  INCEPTION  DATE  FOR  RREEF  REAL  ESTATE   SECURITIES  FUND,   ACRE'S
     PREDECESSOR.  THAT FUND  MERGED WITH ACRE ON 6/13/97 AND WAS OFFERED TO THE
     PUBLIC ON 6/16/97.

(3)  RETURN FROM 9/30/95,  THE DATE NEAREST THE CLASS'  INCEPTION FOR WHICH DATA
     ARE AVAILABLE.

(4)  RETURN FROM 6/30/97,  THE DATE NEAREST THE CLASS'  INCEPTION FOR WHICH DATA
     ARE AVAILABLE.

See pages 19, 20 and 21 for more information  about share classes,  the Wilshire
REIT Index and returns.

[mountain graph - data below]

GROWTH OF $10,000 OVER LIFE OF FUND (Investor Class)
$10,000 INVESTMENT made 9/30/95*
                                           WILSHIRE
                  ACRE                       REIT
                                             INDEX
9/30/95         $10,000                     $10,000
12/31/95        $10,489                     $10,405
3/31/96         $10,872                     $10,685
6/30/96         $11,338                     $11,123
9/30/96         $12,316                     $11,873
12/31/96        $14,769                     $14,259
3/31/97         $15,304                     $14,403
6/30/97         $16,081                     $15,076
9/30/97         $18,421                     $16,882
10/31/97        $17,790                     $16,344

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 index's
total return line does not.

*9/30/95 is the date closest to Investor  Class  inception for which  comparable
performance data exists.

[PIE CHARTS]

FUND ALLOCATION BY PROPERTY TYPE (as of October 31, 1997)
Office                                        32%
Multi-family Residential                      26%
Hotel                                         14%
Mall & Shopping Center                        12%
Industrial                                     6%
Other                                         10%


MARKET ALLOCATION BY PROPERTY TYPE (as of October 31, 1997)
Office                                        27%
Multi-family Residential                      22%
Mall & Shopping Center                        19%
Hotel                                         10%
Industrial                                     8%
Other                                         14%

SOURCE: RREEF


4      PERFORMANCE & PORTFOLIO INFORMATION          AMERICAN CENTURY INVESTMENTS


                                MANAGEMENT Q&A

    An  interview  with Kim  Redding,  a  portfolio  manager  on the  ACRE  fund
investment team.

    NOTE: ALL FUND RETURNS REFERENCED IN THIS  INTERVIEW ARE FOR INVESTOR CLASS
SHARES.

HOW DID THE FUND PERFORM?

    For the fiscal year ended  October 31,  1997,  ACRE was  American  Century's
top-performing  fund, outpacing the stellar returns of REITs, real estate mutual
funds and the U.S. stock market in general. The fund's total return for the year
was  40.69%,  compared  to  34.11%  for the  Wilshire  REIT  Index  (the  fund's
benchmark), and 32.10% for the S&P 500. According to Lipper Analytical Services,
an independent mutual fund ranking service,  the average return for the 61 funds
in its real estate  category was 34.31%.  ACRE's return for the period placed it
eighth among those 61 funds.

    ACRE's average annual total return from its inception on September 21, 1995,
to the end of the  fiscal  year  was  31.46%,  vs.  26.59%  for its  benchmark.*
Although past  performance is no guarantee of future  results,  ACRE has clearly
provided superior returns for its investors since its inception.

WHY DID THE FUND  PERFORM SO WELL  AGAINST  ITS  BENCHMARK  INDEX AND OTHER REAL
ESTATE FUNDS THIS YEAR?

    Good sector allocation decisions made the difference.  ACRE was overweighted
in  the  strongest   property   sectors   (hotels  and  office   buildings)  and
underweighted  in weaker sectors (such as factory  outlets).  Our decisions with
respect to the weighting of these sectors were based on fundamental  analysis of
demand, supply and cash flows for these property types.

*THE FUND  INCEPTION  DATE WAS 9/21/95 FOR RREEF REAL  ESTATE  SECURITIES  FUND,
ACRE'S  PREDECESSOR.  THAT FUND MERGED WITH ACRE ON 6/13/97.  THE INCEPTION DATE
FOR THE BENCHMARK  RETURN IS 9/30/95,  THE DATE CLOSEST TO THE FUND'S  INCEPTION
FOR WHICH DATA ARE AVAILABLE.

[bar chart - data below]

ACRE'S ONE-YEAR RETURNS SINCE INCEPTION (Periods ended October 31)
                                                 WILSHIRE
                         ACRE                      REIT
                                                   INDEX
10/31/95                -1.80%                      9.68%
10/31/96                29.28%                     25.73%
10/31/97                40.69%                     34.11%

This graph  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 20 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 9/30/95 (the date closest to the fund's inception for which data
are available) to 10/31/95.


ANNUAL REPORT                                           MANAGEMENT Q & A       5


                                MANAGEMENT Q&A

SHOULD INVESTORS EXPECT ACRE TO CONTINUE TO PROVIDE SUCH HIGH RETURNS?

    Not in absolute  terms.  Real estate and REITs ride the ups and downs of the
business cycle like other assets;  they just behave  differently  than stocks or
bonds at certain points in the cycle. The last two years have been exceptionally
good for REITs. Even if the market remains strong, it's more realistic to expect
that  annual  returns  might  range from 10% to 15% going  forward.  And at some
point,  due to a combination of  overbuilding  and weak economic  growth,  it is
likely we will see returns  dip into the single  digits or lower for a period of
time, though we don't believe that's likely to occur in the immediate future.

    We can't guarantee future performance, but we think it's realistic to expect
ACRE to continue to perform well against its benchmark and Lipper peer group. We
believe our overweighting and underweighting of strong and weak property sectors
gives  us a strong  advantage  over  the  index,  and  RREEF's  national  market
presence,  experience and analytical resources should continue to favor the fund
over many of its peers.

CAN YOU GIVE US SOME  EXAMPLES  OF THE REITS  THAT  PERFORMED  WELL FOR THE FUND
DURING THE PERIOD?

    Sure.  ACRE's  best-performing  hotel REITs  included  Starwood  Lodging and
Patriot  American  Hospitality,  the two largest  companies in the hotel sector.
Their  total  returns  for the  period  were  92.91% and  107.14%  respectively.
Starwood  Lodging,  the biggest company in the hotel sector (with a total market
capitalization  of nearly $5 billion) has also been one of the brightest success
stories in the real estate  industry.  It  specializes  in the  acquisition  and
management of  full-service,  upscale hotels.  With little new  construction and
strong demand for upscale hotel rooms, Starwood is a well-managed company that's
been in the right place at the right time. It actually  consists of two separate
entities  --  Starwood  Lodging  Trust,  a REIT  that  owns and  develops  hotel
properties,  and Starwood Lodging  Corporation,  a hotel management company. The
shares of each company are paired and trade together as a single unit on the New
York Stock Exchange  (NYSE) under the symbol HOT.  Unlike other hotel REITs that
must pay an  outside  management  firm to  operate  their  properties,  Starwood
Lodging's shareholders benefit from both the lease payments received by the REIT
and all of the operating profits realized by the management company.

    Flush with cash,  Starwood has been on a buying binge. Among its biggest and
best-known  deals  during  1997 was an  agreement  to  acquire  Westin  Hotels &
Resorts.  This  transaction  is expected to close in January  1998,  after which
Starwood Lodging Trust expects to change its name to Starwood Hotels and Resorts
Trust, and Starwood Lodging  Corporation  would change its name to Westin Hotels
and Resorts  Worldwide Inc. The shares of both companies would continue to trade
together on the NYSE under the symbol HOT.


 TOP TEN HOLDINGS                                % of fund investments
                                               As of              As of
                                              10/31/97           4/30/97
Cali Realty Corp.                               5.0%              3.9%
Highwoods Properties, Inc.                      4.9%              5.0%
CarrAmerica Realty Corp.                        4.9%              5.2%
General Growth Properties, Inc.                 4.6%              3.5%
Crescent Real Estate Equities, Inc.             4.5%              5.4%
Camden Property Trust                           4.3%              4.0%
FelCor Suite Hotels, Inc.                       4.1%              5.4%
Starwood Lodging Trust                          4.0%              5.9%
Patriot American Hospitality, Inc.              3.5%              1.1%
Evans Withycombe Residential, Inc.              3.4%               --


6          MANAGEMENT Q & A                         AMERICAN CENTURY INVESTMENTS


                                MANAGEMENT Q&A

    Patriot  American  is no  slouch  either.  It too is a major  player  in the
full-service  hotel  market  (with  a  total  market  capitalization  of over $3
billion),  and has benefited from the same  favorable  supply and demand factors
that boosted Starwood. It is also in an acquisition mode, having recently paired
with Wyndham Hotel  Corporation,  which will become  Patriot's hotel  management
company.

CAN YOU GIVE US SOME  EXAMPLES OF ACRE'S  BEST-PERFORMING  OFFICE  REITS FOR THE
PERIOD?

    In the office  sector,  ACRE's top  performers  were  Crescent  Real  Estate
Equities Company and Highwoods  Properties,  Inc., which posted total returns of
90.29% and 27.52%,  respectively for the period. Similar to Starwood Lodging and
Patriot  American,  Crescent and  Highwoods are among the largest REITs in their
category,  though not as  dominant as the two hotel  companies.  Crescent is the
larger  of the  two,  with a total  market  capitalization  of over $6  billion,
compared  to  approximately  $2.5  billion  for  Highwoods.  Both  are  regional
companies -- Crescent is focused in the southwestern U.S., particularly in Texas
and Colorado,  while  Highwoods  operates in the southeast.  They each benefited
from the booming U.S. economy and tightening office markets.

WHAT WERE SOME OF ACRE'S  WORST-PERFORMING HOLDINGS?

    United Dominion Realty Trust and Weeks  Corporation are two examples of what
can happen when  property  markets are  overbuilt.  The total returns for United
Dominion and Weeks for the year ended  October 31,  1997,  were 5.25% and 10.53%
respectively.  United Dominion invests  primarily in apartment  buildings in the
southeast,  where too much  construction  has created an oversupply of apartment
properties,  causing occupancy rates and cash flow to fall. Similarly, Weeks was
affected  by  overbuilding  in  the  Atlanta  industrial  market,  where  it has
significant holdings.

WHAT'S YOUR OUTLOOK FOR THE U.S. PROPERTY  MARKET IN GENERAL FOR 1998?

    We are entering the sixth year of an extended  real estate  market  recovery
and  expansion.  We expect real  estate  fundamentals  to remain  strong in 1998
thanks to  continued  U.S.  economic  growth and  despite  higher  levels of new
construction.  Every major  metropolitan  area across the U.S. should experience
some  level of job  growth  in  1998.  Expanding  local  economies  will  create
additional tenant demand for property.

    We expect  higher  market rents over the next two years in nearly 90% of the
over 240 submarkets where RREEF currently manages property.  Office rents should
see the strongest  increases.  Growth in apartment and industrial  rents,  which
have risen 30-50% in many areas over the last several  years,  will  probably be
much more moderate.  Retail rent growth will likely be mixed.  Overall, the rate
of rent increases is moderating,  reflecting the age of the recovery and greater
balance between building supply and demand.

    We think property prices will generally continue to increase, due in part to
a very active transaction  market. The volume of capital seeking  investments is
gradually  outstripping  the supply of quality  properties  available to buy. We
think  capital  will  continue to flow into real estate from  private and public
capital  markets,  both  domestic  and  overseas.  Real  returns  remain high by
historical standards and should support continued new investment. Sellers should
find a receptive market and good prices for quality property.

WHAT ABOUT THE REIT MARKET?

    We expect solid,  but more moderate  returns.  After a spectacular  two-year
stretch in 1996 and 1997,  the REIT market will probably  catch its breath for a
while and post returns  closer to its historical  norm,  somewhere in the 10-15%
range.


ANNUAL REPORT                                      MANAGEMENT Q & A       7


                            SCHEDULE OF INVESTMENTS

OCTOBER 31, 1997

Shares                                                            Value
- --------------------------------------------------------------------------------
COMMON STOCKS & WARRANTS

DIVERSIFIED COMPANIES-3.3%

       67,400  Vornado Realty Trust                               $  3,007,725
                                                                --------------

HOTELS-13.7%

        5,200  American General Hospitality Corp.                      141,700

      100,200  FelCor Suite Hotels, Inc.                             3,669,825

      105,400  Innkeepers USA Trust                                  1,758,862

       95,010  Patriot American Hospitality, Inc.                    3,135,330

       59,750  Starwood Lodging Trust                                3,573,797
                                                                --------------

                                                                    12,279,514
                                                                --------------

INDUSTRIAL-6.4%

       38,200  EastGroup Properties                                    764,000

       11,300  First Industrial Realty Trust, Inc.                     391,262

       96,000  Liberty Property Trust                                2,688,000

       63,500  Weeks Corp.                                           1,905,000
                                                                --------------

                                                                     5,748,262
                                                                --------------

MULTI-FAMILY RESIDENTIAL-25.5%

       35,000  Apartment Investment and
                 Management Co.                                      1,240,312

       73,200  Avalon Properties, Inc.                               2,150,250

       45,816  Bay Apartment Communities, Inc.                       1,792,551

      127,948  Camden Property Trust                                 3,838,440

       19,800  Equity Residential Properties Trust                     999,900

       84,900  Essex Property Trust, Inc.                            2,907,825

      120,100  Evans Withycombe Residential, Inc.                    3,032,525

        4,343  Security Capital Group B Warrants(1)                     20,901

       59,000  Security Capital Pacific Trust                        1,320,125

       39,000  Smith (Charles E.) Residential
                 Realty, Inc.                                        1,330,875

      189,900  United Dominion Realty Trust, Inc.                    2,634,863

       64,800  Walden Residential Properties, Inc.                   1,579,500
                                                                --------------

                                                                    22,848,067
                                                                --------------

NEIGHBORHOOD & COMMUNITY
SHOPPING CENTERS-3.2%

       25,400  Bradley Real Estate, Inc.                               498,475

       48,000  Pan Pacific Retail Properties, Inc.                   1,044,000

       50,000  Regency Realty Corp.                                  1,287,500
                                                                --------------

                                                                     2,829,975
                                                                --------------

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

OFFICE-31.6%

       56,500  Arden Realty, Inc.                                $   1,723,250

       65,900  Boston Properties, Inc.                               2,108,800

      110,200  Cali Realty Corp.                                     4,463,100

      145,800  CarrAmerica Realty Corp.                              4,346,662

       39,900  Cousins Properties Inc.                               1,251,863

      112,300  Crescent Real Estate Equities, Inc.                   4,042,800

      127,000  Highwoods Properties, Inc.                            4,381,500

      100,600  Kilroy Realty Corp.                                   2,665,900

       50,000  Parkway Properties, Inc.                              1,700,000

       40,300  Spieker Properties, Inc.                              1,576,738
                                                                --------------

                                                                    28,260,613
                                                                --------------

REGIONAL MALLS-9.3%

       46,600  CBL & Associates Properties, Inc.                     1,124,225

      120,200  General Growth Properties, Inc.                       4,146,900

       73,400  Macerich Co. (The)                                    1,945,100

       19,400  Mills Corp.                                             485,000

       20,100  Simon DeBartolo Group Inc.                              621,844
                                                                --------------

                                                                     8,323,069
                                                                --------------

STORAGE-3.9%

       92,300  Public Storage, Inc.                                  2,538,250

       35,600  Storage Trust Realty                                    910,025
                                                                --------------

                                                                     3,448,275
                                                                --------------

TOTAL COMMON STOCKS
& WARRANTS-96.9%                                                    86,745,500
                                                                --------------
   (Cost $81,265,142)

TEMPORARY CASH INVESTMENTS-3.1%

       Repurchase Agreement, Morgan Stanley Group,
              Inc., (U.S. Treasury obligations), in a joint
              trading account at 5.60%, dated 10/31/97,
              due 11/3/97 (Delivery value $2,801,307)                2,800,000
                                                                --------------
   (Cost $2,800,000)

TOTAL INVESTMENT SECURITIES-100.0%                                 $89,545,500
                                                                ==============
   (Cost $84,065,142)


NOTES TO SCHEDULE OF INVESTMENTS

(1)  Non-income producing.

SEE NOTES TO FINANCIAL STATEMENTS


8      SCHEDULE OF INVESTMENTS                      AMERICAN CENTURY INVESTMENTS


                      STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 1997

 ASSETS

Investment securities, at value
(identified cost of $84,065,142) (Note 3) .....................      $89,545,500

Cash ..........................................................          875,280

Receivable for investments sold ...............................          359,417

Dividend and interest receivable ..............................           92,867

Prepaid expenses and other assets .............................           56,691
                                                                     -----------
                                                                      90,929,755
                                                                     -----------

 LIABILITIES

Disbursements in excess of demand deposit cash ................           36,490

Payable for investments purchased .............................          469,095

Payable for capital shares redeemed ...........................           19,199

Payable for management fees (Note 2) ..........................          108,152
                                                                     -----------
                                                                         632,936
                                                                     -----------
Net Assets ....................................................      $90,296,819
                                                                     ===========

 NET ASSETS CONSIST OF:

Capital (par value and paid in surplus) .......................      $82,571,985

Undistributed net investment income ...........................          239,230

Accumulated undistributed net realized
gain on investment transactions ...............................        2,005,246

Net unrealized appreciation on investments (Note 3) ...........        5,480,358
                                                                     -----------
                                                                     $90,296,819
                                                                     ===========

Investor Class, $0.01 Par Value

Net assets ....................................................      $76,932,058

Shares outstanding ............................................        4,790,207

Net asset value per share .....................................      $     16.06

Institutional Class, $0.01 Par Value

Net assets ....................................................      $13,364,761

Shares outstanding ............................................          832,057

Net asset value per share .....................................      $     16.06


SEE NOTES TO FINANCIAL STATEMENTS


ANNUAL REPORT                    STATEMENT OF ASSETS AND LIABILITIES      9


                            STATEMENT OF OPERATIONS

YEAR ENDED OCTOBER 31, 1997

 INVESTMENT INCOME

Income:

Dividend .....................................................      $ 1,490,106

Interest .....................................................           92,427
                                                                    -----------
                                                                      1,582,533
                                                                    -----------
Expenses (Note 2):

Management fees ..............................................          295,909

Custodian, transfer agent and administrative fees ............          110,491

Auditing and legal fees ......................................           13,642

Organizational expenses ......................................           12,067

Directors' fees and expenses .................................           11,146

Printing and postage .........................................            6,916

Registration and filing fees .................................            3,368

Other operating expenses .....................................           11,874
                                                                    -----------
  Total expenses .............................................          465,413

Amount waived ................................................         (147,197)
                                                                    -----------
  Net expenses ...............................................          318,216
                                                                    -----------

Net investment income ........................................        1,264,317
                                                                    -----------

 REALIZED AND UNREALIZED GAIN ON INVESTMENTS (NOTE 3)

Net realized gain on investments .............................        2,097,147

Change in net unrealized appreciation on investments .........        4,737,101
                                                                    -----------

Net realized and unrealized gain on investments ..............        6,834,248
                                                                    -----------

Net Increase in Net Assets Resulting from Operations .........      $ 8,098,565
                                                                    ===========

SEE NOTES TO FINANCIAL STATEMENTS


10     STATEMENT OF OPERATIONS                 AMERICAN CENTURY INVESTMENTS


                      STATEMENTS OF CHANGES IN NET ASSETS

YEARS ENDED OCTOBER 31, 1997

AND OCTOBER 31, 1996


Increase in Net Assets                              1997              1996

 OPERATIONS

Net investment income ......................     $  1,264,317      $    289,352

Net realized gain on
investment transactions ....................        2,097,147           198,658

Change in net unrealized appreciation
(depreciation) on investments ..............        4,737,101           825,847
                                                 ------------      ------------
Net increase in net assets
resulting from operations ..................        8,098,565         1,313,857
                                                 ------------      ------------
 DISTRIBUTIONS TO SHAREHOLDERS

From net investment income:

  Investor Class ...........................         (748,247)         (155,292)

  Institutional Class ......................          (75,141)             --

From net realized gains from
investment transactions:

  Investor Class ...........................         (643,767)             --
                                                 ------------      ------------
Decrease in net assets
from distributions .........................       (1,467,155)         (155,292)
                                                 ------------      ------------
 CAPITAL SHARE TRANSACTIONS (NOTE 4)

Net increase in net assets
from capital share transactions ............       76,456,053         3,067,828
                                                 ------------      ------------
Net increase in net assets .................       83,087,463         4,226,393

 NET ASSETS

Beginning of year ..........................        7,209,356         2,982,963
                                                 ------------      ------------
End of year ................................     $ 90,296,819      $  7,209,356
                                                 ============      ============

SEE NOTES TO FINANCIAL STATEMENTS


ANNUAL REPORT                   STATEMENTS OF CHANGES IN NET ASSETS       11


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

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  management
investment  company.  American Century Real Estate Fund (the Fund) is one of the
three funds issued by the  Corporation.  The Fund is  non-diversified  under the
1940 Act. The Fund's investment objective is long-term capital appreciation with
income as a  secondary  objective.  The Fund seeks to achieve its  objective  by
investing primarily in securities issued by real estate investment trusts and in
the  securities of companies  which are  principally  engaged in the real estate
industry.  There are certain  additional risks involved in investing in the Fund
than a more  diversified  portfolio of  investments.  The Fund may be subject to
certain risks similar to those  associated with direct  ownership of real estate
including but not limited to: local or regional economic conditions,  changes in
zoning laws,  credit risk,  and interest  rate risk.  The Fund is  authorized to
issue three classes of shares:  the Investor Class,  the Advisor Class,  and the
Institutional  Class.  The  shares  outstanding  prior  to June 13,  1997,  were
designated  as  Investor  Class  shares.  The three  classes  of  shares  differ
principally in their respective  shareholder servicing and distribution expenses
and arrangements. All shares of the 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 commenced on June 16,
1997. As of October 31, 1997,  sale of the Advisor Class had not commenced.  The
following significant  accounting policies,  related to all classes of the Fund,
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 accretion of premiums.

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

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

    INCOME TAX  STATUS--It is the policy of the 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.

    ADDITIONAL  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


12     NOTES TO FINANCIAL STATEMENTS             AMERICAN CENTURY INVESTMENTS


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

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

    Effective June 13, 1997,  the Fund entered into a Management  Agreement with
ACIM that provides the Fund with investment  advisory and management services in
exchange for a single, unified management fee per class. This agreement replaced
the  previously  existing  contracts  between  the Fund and  RREEF  Real  Estate
Securities   Advisers  L.P.  (RREEF)  for  management  and  investment  advisory
services.  (See Note 5 of Notes to Financial Statements.) The Agreement provides
that all expenses of the Fund, except brokerage  commissions,  taxes,  interest,
expenses  of those  directors  who are not  considered  "interested  persons" as
defined in the  Investment  Company  Act of 1940  (including  counsel  fees) and
extraordinary  expense, will be paid by ACIM. The fee is computed daily and paid
monthly  based on the Fund's class  average  daily closing net assets during the
previous  month.  The annual  management  fee is 1.20%,  0.95% and 1.00% for the
Investor Class, Advisor Class and Institutional Class, respectively.

    ACIM has entered into a  Subadvisory  Agreement  with RREEF on behalf of the
Fund. The subadvisor makes investment  decisions for the Fund in accordance with
the  Fund's  investment   objectives,   policies,  and  restrictions  under  the
supervision of ACIM and the Board of Directors.  ACIM pays all costs  associated
with retaining RREEF as the subadvisor of the Fund.

    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 Fund 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  distribution  fee provides  compensation  for distribution
expenses  incurred by financial  intermediaries  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
respect  to  shares of the Fund.  The  service  fee  provides  compensation  for
shareholder  and  administrative  services  rendered by ACIM,  its affiliates or
independent third party providers.

    Total  expenses  of  $181,227  for the  Investor  Class and  $48,864 for the
Institutional Class, incurred under the new management  agreement,  are included
in  Management  Fees in the Statement of  Operations.  The  annualized  ratio of
operating expenses to average net assets, under the new agreement, was 1.20% and
1.00%  for the  Investor  Class and  Institutional  Class,  respectively.  Total
expenses (net of amount waived),  under the old agreement,  for the period ended
June 12, 1997 were $88,125.  The annualized ratio of operating  expenses (net of
amount waived) to average net assets for the same period was 1.00%.

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

    Securities purchased,  excluding short-term investments,  for the year ended
October 31, 1997, totaled  $93,160,600.  Securities sold,  excluding  short-term
investments, totaled $20,226,291.

    As  of  October  31,  1997,  accumulated  net  unrealized  appreciation  was
$5,702,852,  based on the  aggregate  cost of  investments  of  $83,842,648  for
federal  income tax  purposes,  which  consisted of unrealized  appreciation  of
$6,208,404 and unrealized depreciation of $505,552.


ANNUAL REPORT                             NOTES TO FINANCIAL STATEMENTS       13


                         NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1997

- --------------------------------------------------------------------------------
4. CAPITAL SHARE TRANSACTIONS

  There are 50,000,000  shares and 25,000,000  shares authorized for issuance by
the Investor Class and Institutional Class, respectively. Transactions in shares
of the Fund were as follows:

 INVESTOR CLASS                            Shares            Amount

Year ended October 31, 1997

Sold .........................................       6,483,094     $ 99,753,311

Issued in reinvestment
of distributions .............................          84,010        1,191,452

Redeemed .....................................      (2,363,280)     (36,295,993)
                                                  ------------     ------------
Net increase .................................       4,203,824     $ 64,648,770
                                                  ============     ============

Year ended October 31, 1996

Sold .........................................         272,098     $  2,954,839

Issued in reinvestment of distributions ......          10,855          116,612

Redeemed .....................................            (339)          (3,623)
                                                  ------------     ------------
Net increase .................................         282,614     $  3,067,828
                                                  ============     ============

 INSTITUTIONAL CLASS

June 16, 1997(1) through October 31, 1997

Sold .........................................         848,207     $ 12,080,751

Shares issued in reinvestment
of distributions .............................           2,083           33,813

Shares redeemed ..............................         (18,233)        (307,281)
                                                  ------------     ------------
Net increase .................................         832,057     $ 11,807,283
                                                  ============     ============
- ----------
(1)  SALE OF THE INSTITUTIONAL CLASS COMMENCED ON JUNE 16, 1997.

- --------------------------------------------------------------------------------
5. REORGANIZATION PLAN

    On June 13, 1997,  the Fund acquired all of the net assets of the RREEF Real
Estate Securities Fund (RREEF) pursuant to a plan of reorganization  approved by
the acquired fund's shareholders on June 13, 1997.

    The acquisition was accomplished by a tax-free  exchange of 1,801,272 shares
of the Fund for 1,801,272 shares of RREEF, outstanding on June 13, 1997. The net
assets of RREEF immediately before the acquisition was $25,636,976. RREEF is the
surviving  fund  for  purposes  of  maintaining  the  financial  statements  and
performance history in the post-reorganization fund.


14      NOTES TO FINANCIAL STATEMENTS          AMERICAN CENTURY INVESTMENTS

<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS

                                INVESTOR CLASS

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                             1997              1996        1995(1)

 PER-SHARE DATA

Net Asset Value,
<S>                                   <C>                <C>             <C>      
Beginning of Period ...............   $      12.29       $      9.82     $   10.00
                                      ------------       -----------     ---------
Income From Investment Operations

  Net Investment Income ...........           0.67(2)           0.55          0.07

  Net Realized and Unrealized Gain
  (Loss) on Investment Transactions           4.13              2.27         (0.25)
                                      ------------       -----------     ---------
  Total From Investment Operations            4.80              2.82         (0.18)
                                      ------------       -----------     ---------
Distributions

  From Net Investment Income ......          (0.48)            (0.35)         --

  From Net Realized Gains on
  Investment Transactions .........          (0.55)             --            --
                                      ------------       -----------     ---------
  Total Distributions .............          (1.03)            (0.35)         --
                                      ------------       -----------     ---------
Net Asset Value, End of Period ....   $      16.06       $     12.29     $    9.82
                                      ============       ===========     =========
  Total Return(3) .................          40.69%            29.28%        (1.80)%

 RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets .............           1.17%             1.00%         1.50%(4)

Ratio of Net Investment Income
to Average Net Assets .............           4.48%             5.84%         6.66%(4)

Portfolio Turnover Rate ...........             69%               86%         --

Average Commission Paid per Share
of Equity Security Traded .........   $     0.0528       $    0.0545          --

Net Assets, End
of Period (in thousands) ..........   $     76,932       $     7,209     $   2,983
</TABLE>

- ----------

(1) SEPTEMBER 21, 1995 (INCEPTION) THROUGH OCTOBER 31, 1995.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3) TOTAL  RETURN   ASSUMES   REINVESTMENT   OF  DIVIDENDS   AND  CAPITAL  GAINS
    DISTRIBUTIONS,  IF ANY. TOTAL RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT
    ANNUALIZED.

(4) ANNUALIZED.

SEE NOTES TO FINANCIAL STATEMENTS


 ANNUAL REPORT                                  FINANCIAL HIGHLIGHTS       15


                             FINANCIAL HIGHLIGHTS

                              INSTITUTIONAL CLASS

                 FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD ENDED OCTOBER 31

                                                    1997(1)

 PER-SHARE DATA

Net Asset Value,
Beginning of Period ..................................         $      14.24
                                                               ------------
Income From Investment Operations

  Net Investment Income(2) ...........................                 0.28

  Net Realized and Unrealized Gain
  (Loss) on Investment Transactions ..................                 1.63
                                                               ------------
  Total From Investment Operations ...................                 1.91
                                                               ------------
Distributions

  From Net Investment Income .........................                (0.09)
                                                               ------------
Net Asset Value, End of Period .......................         $      16.06
                                                               ============
  Total Return(3) ....................................                13.40%


 RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ................................                 1.00%(4)

Ratio of Net Investment Income
to Average Net Assets ................................                 4.85%(4)

Portfolio Turnover Rate ..............................                   69%

Average Commission Paid per Share
of Equity Security Traded ............................         $     0.0528

Net Assets, End
of Period (in thousands) .............................         $     13,365

- ----------

(1) JUNE 16, 1997 (COMMENCEMENT OF SALE) THROUGH OCTOBER 31, 1997.

(2) COMPUTED USING AVERAGE SHARES OUTSTANDING THROUGHOUT THE PERIOD.

(3) TOTAL  RETURN   ASSUMES   REINVESTMENT   OF  DIVIDENDS   AND  CAPITAL  GAINS
    DISTRIBUTIONS, IF ANY. TOTAL RETURN IS NOT ANNUALIZED.

(4) ANNUALIZED.

SEE NOTES TO FINANCIAL STATEMENTS


16      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


                         INDEPENDENT AUDITORS' REPORT

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

  We  have  audited  the  accompanying  statement  of  assets  and  liabilities,
including  the schedule of  investments,  of American  Century Real Estate Fund,
Inc. (formerly RREEF Real Estate Securities Fund) (the "Fund"), one of the funds
comprising American Century Capital Portfolios, Inc. (formerly Twentieth Century
Capital Portfolios, Inc.), as of October 31, 1997, and the related statements of
operations  for the year then  ended and  changes  in net assets for each of the
years in the two-year period then ended,  and the financial  highlights for each
of the years in the two-year period then ended and the period September 21, 1995
(commencement   of  operations)   through  October  31,  1995.  These  financial
statements  and the financial  highlights are the  responsibility  of the Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and the financial highlights based on our audits.

  We  conducted  our  audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31,  1997 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

  In our opinion,  such financial  statements and financial  highlights  present
fairly,  in all material  respects,  the financial  position of American Century
Real Estate  Fund as of October 31,  1997,  the results of its  operations,  the
changes in its net  assets,  and the  financial  highlights  for the  respective
stated periods in conformity with generally accepted accounting principles.


Deloitte & Touche LLP
Kansas City, Missouri
November 26, 1997


ANNUAL REPORT                          INDEPENDENT AUDITORS' REPORT       17


                             PROXY VOTING RESULTS

    A special meeting of shareholders, in the RREEF Securities Fund, was held on
June 13, 1997,  to vote on the  following  proposal.  The proposal  received the
required majority of votes and was adopted.

    A summary of voting results is listed below the proposal.  See Note 5 in the
Notes to Financial Statements.

PROPOSAL 1:

    To vote on the approval of a plan of reorganization.

    For:                  1,463,948

    Withheld:                 -

    Abstain:                  -


18      PROXY VOTING RESULTS                   AMERICAN CENTURY INVESTMENTS


                SHARE CLASS AND RETIREMENT ACCOUNT INFORMATION

SHARE CLASSES

    American  Century  offers three classes of shares for ACRE. 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 ACRE shares is called the INVESTOR  CLASS.  All shares
issued and  outstanding  before June 16, 1997,  have been designated as Investor
Class shares.  Investor Class shares may also be purchased  after June 16, 1997.
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.  The ADVISOR  CLASS had not  commenced as of October 31,
1997.

    An  INSTITUTIONAL  CLASS  is  also  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.

    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.


ANNUAL REPORT                        RETIREMENT ACCOUNT INFORMATION       19


                            BACKGROUND INFORMATION

INVESTMENT PHILOSOPHY AND POLICIES

    The  American  Century  group  offers eight  equity  funds,  including  four
"specialty" equity funds that concentrate their holdings in specific  industries
or sectors of the stock market.  These funds typically respond  differently than
general equity funds to changing  market or economic  conditions.  The funds are
managed to provide a broad representation of their respective industries.

    AMERICAN CENTURY REAL ESTATE (ACRE) FUND'S primary  investment  objective is
long-term capital appreciation, with income as a secondary objective.

    ACRE typically  invests at least 80% of its assets in the equity  securities
of real estate investment trusts (REITs) and other companies engaged in the real
estate  industry.  The fund's  management team evaluates  potential  investments
based on cash flow, property types and exposure to growing property markets.

    It's important to understand that real estate  investing  involves  inherent
risks,  including  interest  rate  fluctuations,  credit  risk and the impact of
changing economic conditions.

FUND MANAGEMENT TEAM

    American Century has entered into a subadvisory contract with an experienced
real estate investment company,  RREEF Real Estate Securities Advisors L.P, part
of the RREEF  organization,  to manage  the fund.  Founded  in 1975,  RREEF is a
Chicago-based real estate investment  advisor to large corporate  clients,  with
assets under management of over $7 billion. The fund management team consists of
two  experienced  fund  managers  who  select  investments  within  a  framework
established by a real estate investment policy committee.

FUND BACKGROUND

    To better serve  investors,  RREEF and American  Century  merged an existing
fund managed by RREEF,  RREEF Real Estate Securities Fund, into ACRE on June 13,
1997.

    The RREEF fund  commenced  operations  on September  21,  1995,  and had $25
million in assets at the time of the  merger.  ACRE was offered to the public by
American Century on June 16, 1997.

COMPARATIVE INDICES

    The  following  index is used in the  report to serve as a fund  performance
comparison. It is not an investment product available for purchase.

    The WILSHIRE REIT INDEX (full name:  Wilshire Real Estate Securities Index -
REIT component) is a market capitalization-weighted index comprised of 98 equity
REITs. It does not include special purpose or healthcare REITs.

- ------------------------------------------------------
 INVESTMENT TEAM LEADERS
- ------------------------------------------------------
    Portfolio Managers                  Kim Redding
                                        Karen Knudson
- ------------------------------------------------------


20      BACKGROUND INFORMATION                 AMERICAN CENTURY INVESTMENTS


                                   GLOSSARY

RETURNS

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

o AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal year-by-year total returns,  please refer to the "Financial
Highlights" on pages 15 and 16.


INVESTMENT TERMS

o REAL ESTATE  INVESTMENT  TRUST  (REIT)--a  private or public  corporation  (or
trust) that enjoys a special  status  under the U.S.  tax code that allows it to
pay no corporate  income tax so long as its activities meet statutory tests that
restrict its business to certain commercial real estate activities.  Most states
honor this federal  treatment  and do not require REITs to pay state income tax.
By law, REITs must pay out 95% of their taxable income.

    REITs,  like mutual funds,  issue shares and pool  investors'  assets.  They
invest  primarily in  income-producing  real estate,  such as shopping  centers,
office buildings,  apartment complexes and industrial properties, either through
direct  ownership or  mortgages.  Equity REITs take direct  ownership  positions
rather than debt positions.  As a result,  equity REIT  shareholders can receive
rental  income from the  properties  in the  portfolio  and  capital  gains when
properties are sold at a profit. In a fund that invests in equity REITs, such as
ACRE, the income and capital gains  generated by the REITs are passed through to
fund investors.


ANNUAL REPORT                                              GLOSSARY       21

[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


SUBADVISOR

RREEF

CHICAGO, ILLINOIS


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


AMERICAN CENTURY INVESTMENT SERVICES, INC.


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