AMERICAN CENTURY CAPITAL PORTFOLIOS INC
N-30D, 1997-05-21
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                                  ANNUAL REPORT

                            [american century logo]
                                    American
                                  Century(sm)

                                 MARCH 31, 1997

                                    AMERICAN
                                     CENTURY
                                      GROUP

                                      Value
                                  Equity Income

[front cover]



                                TABLE OF CONTENTS

Report Highlights ....................................................... 1
Our Message to You ...................................................... 2
Period Overview ......................................................... 3
Value
     Performance & Portfolio Information ................................ 4
     Management Q & A ................................................... 5
     Schedule of Investments ............................................ 8
     Financial Highlights ...............................................26
Equity Income
     Performance & Portfolio Information ................................11
     Management Q & A ...................................................12
     Schedule of Investments ............................................15
     Financial Highlights ...............................................27
Statements of Assets and Liabilities ....................................18
Statements of Operations ................................................19
Statements of Changes in Net Assets .....................................20
Notes to Financial Statements ...........................................21
Report of Independent Auditors ..........................................28
Share Class and Retirement Information ..................................29
Background Information
     Investment Philosophy & Policies ...................................32
     Comparative Indices ................................................32
     Portfolio Management Team ..........................................32
Glossary ................................................................33


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

                  AMERICAN CENTURY INVESTMENTS-FAMILY OF FUNDS

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


                                                    American Century Investments


                              REPORT HIGHLIGHTS

PERIOD OVERVIEW

o    Strong economic growth and low inflation helped boost the U.S. stock market
     during the year ended March 31, 1997. The S&P 500 gained nearly 20% and the
     Nasdaq Composite rose nearly 11%.

o    A large  capitalization  (large-cap)  bias by  investors  caused  the stock
     market and its benchmark indices to experience narrow leadership. A limited
     number of large-cap stocks was responsible for a disproportionate  share of
     performance.

o    Economic and interest  rate  uncer-tainty,  reinforced  by an interest rate
     hike by the  Federal  Reserve  (the first in more than two  years),  caused
     heightened  market  volatility  at the end of the  period.  The  Dow  Jones
     Industrial Average, the S&P 500 and the Nasdaq Composite each fell about 7%
     from March 11 to March 31.

VALUE

o    The fund  performed  well during the year ended March 31,  1997,  posting a
     15.92%  total  return.  It  slightly  underperformed  its  benchmark,   the
     S&P/BARRA Value Index,  for the period,  but it outperformed  the index for
     the three-year period ended March 31, 1997, and since the fund's inception.

o    Returns for the period were enhanced by good stock selection across several
     industries,   including  energy  stocks,  stocks  of  major  retailers  and
     newspaper firms.

o    We increased  our positions in retail  grocery  store,  transportation  and
     general merchandise stocks, which were inexpensive by historical standards.
     We trimmed our holdings of energy,  tobacco,  food and  beverage  stocks as
     their prices climbed.

EQUITY INCOME

o    The fund posted a 16.24% total return for the year ended March 31, 1997. It
     outperformed  its  benchmark,  the Lipper  Equity  Income Fund Index,  both
     during the period and since the fund's inception.

o    Returns were  boosted by energy  stocks and real estate  investment  trusts
     (REITs).  Energy shares rallied as oil prices rose, while REITs appreciated
     strongly as demand for commercial properties increased.

o    The fund  maintained  its  yield  with a large  stake  in  income-producing
     securities, including convertibles, as well as utility and chemical stocks.

o    We sold most of our REIT  holdings at  attractive  gains,  reinvesting  the
     proceeds in electric  utility  stocks.  We also  eliminated  some  consumer
     product and food company holdings as they reached fair valuation.

o    We  increased  our  investment  in retail  stocks that were  depressed by a
     seasonal softness in retail sales.


                           VALUE
                     INVESTOR CLASS(1)

Total Returns:                          AS OF 3/31/97
     6 Months                                9.18%(2)
     1 Year                                    15.92%

Net Assets:                              $1.8 billion
     (AS of 3/31/97)

Inception Date:                                9/1/93

Ticker Symbol:                                  TWVLX


                       EQUITY INCOME
                     INVESTOR CLASS(1)

Total Returns:                          AS OF 3/31/97
     6 Months                                8.33%(2)
     1 Year                                    16.24%

Net Assets:                            $199.4 million
     (AS of 3/31/97)

Inception Date:                                8/1/94

Ticker Symbol:                                  TWEIX

(1) See Share Classes, page 29.
(2) Not annualized.

     Many of the investment  terms in this report are defined in the Glossary on
page 33.


Annual Report                                         Report Highlights     1


                              OUR MESSAGE TO YOU

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

     March 31,  1997,  marked the end of an eventful  period for our company and
the Value and Equity Income funds.  In January,  nearly two years of integration
between  Twentieth Century and The Benham Group culminated when we began serving
you as American  Century  Investments.  Under this new name we have combined our
offerings of nearly 70 funds.

     The new name also introduces three new groupings for the funds - the Benham
Group  (money  market  and  bond  funds),  the  American  Century  Group  (asset
allocation, balanced, conservative equity and specialty funds) and the Twentieth
Century Group (aggressive growth and international  equity funds). The Value and
Equity  Income  funds  are part of the  American  Century  Group  because  their
investment style is in line with the  risk-adjusted  approach and returns of the
other conservative equity funds within the group.

     In reviewing  this report you may notice some changes.  Based on investors'
feedback,  our  shareholder  reports have been  redesigned  with added features,
including a one-page report  summary,  a glossary,  more charts and graphs,  and
expanded  Management  Q&A and  background  information  sections.  By June,  all
American Century shareholder reports will have been converted to this format.

     During the past year, we also began to offer multiple classes of shares for
many  funds.  Value and  Equity  Income  currently  have two  share  classes-the
Investor  Class,  which is designed for investors who buy directly from American
Century,  and the Advisor Class, which is designed for investors who buy through
certain financial  intermediaries.  We introduced the Advisor Class so financial
intermediaries  can be compensated  for the additional  services they provide to
investors.

     We  appreciate  your  confidence  in American  Century and look  forward to
continuing to serve you.

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          President and Chief Executive Officer
                                             


2    Our Message to You                         American Century Investments


                                 PERIOD OVERVIEW

STRONG PERFORMANCE

     The most widely followed U.S. stock market indices posted favorable returns
for the year ended March 31, 1997. As shown in the  accompanying  chart, the S&P
500 gained nearly 20% and the Nasdaq  returned  nearly 11%. The S&P 500 measures
the  performance of  large-capitalization,  blue chip companies while the Nasdaq
Index is the benchmark for stocks  traded  "over-the-counter"  (not on the major
exchanges).  The  companies  represented  by these stocks tend to be smaller and
faster-growing.

     The indices' performance reflected the favorable conditions-strong economic
growth and low inflation-that persisted throughout the period.

NARROW LEADERSHIP

     Rising concerns that the six-year economic  expansion might be coming to an
end caused skittish investors to favor the stocks of large well-known  companies
with  relatively  predictable  earnings,  such as General  Electric,  Coca-Cola,
Philip Morris and Procter & Gamble. These U.S.-based multinationals,  with their
extensive  foreign  operations,  were  also  widely  recommended  as a  way  for
investors to participate in economic growth overseas.

     As a result of this  large-capitalization  (large-cap) bias by investors, a
limited number of large-cap stocks was responsible for a disproportionate  share
of the market's (and the indices') upward march.  This was fueled to some degree
by the popularity of index mutual funds that attempt to replicate market indices
such as the S&P 500. With more investor  dollars  chasing stocks in the S&P 500,
the prices of these shares rose faster than the growth  rates of the  underlying
companies, a phenomenon we believe is unsustainable.

HEIGHTENED VOLATILITY
IN MARCH

     Increased investor  nervousness,  reinforced by a pre-emptive interest rate
hike by the Federal Reserve,  caused  heightened market volatility at the end of
the  period.  Reports  indicating  surprising  economic  strength  in the fourth
quarter of 1996 and the first quarter of 1997 increased the markets' sensitivity
to  indications  of   inflationary   pressure  and  higher  interest  rates.  An
unexpectedly  strong  retail  sales  report  on March 13  caused  the Dow  Jones
Industrial  Average to fall 161 points.  At the same time, the 30-year  Treasury
bond yield soared to nearly 7%, a psychological barrier that some investors view
as a signal to switch from stocks to bonds.

THE FED RAISES INTEREST RATES

     On March 25, 1997, the Fed voted to increase  short-term interest rates for
the first  time in more than two  years.  That led to even  more  interest  rate
uncertainty,  and both bonds and stocks  fell  precipitously  during the closing
days of the first  quarter.  The  30-year  Treasury  yield rose above 7% for the
first time in six  months,  and the Dow fell 140 points on March 27.  From March
11,  1997,  when the Dow peaked at 7085,  to March 31, the Dow fell about 7%, as
did the S&P 500 and  Nasdaq.  It's  still  uncertain  if this was the start of a
routine market correction (a 10% decline which normally occurs after a period of
strong advance) or the beginning of a bigger downward movement.  In keeping with
their  charters,  Value and Equity Income  exhibited  lower  volatility than the
broad market,  similar to the  performance  of the S&P/BARRA  Value Index in the
graph  above.  We expect the funds to continue to be more stable than the market
in the months ahead.

[line graph - data described below]

U.S. STOCK MARKET PERFORMANCE (Growth of $1.00)
For the One-year period ended march 31, 1997

   S&P 500/ BARRA                      Nasdaq Composite
     Value Index        S&P 500              Index
        1.00             1.00                1.00
        1.01             1.01                1.08
        1.03             1.04                1.13
        1.02             1.04                1.08
        0.98             1.00                0.98
        1.00             1.02                1.04
        1.05             1.08                1.11
        1.08             1.10                1.11
        1.17             1.19                1.17
        1.15             1.17                1.17
        1.20             1.24                1.25
        1.21             1.25                1.19
        1.17             1.20                1.11

     S&P 500                               19.82%
     S&P/BARRA Value Index                 16.70%
     Nasdaq Composite Index                10.93%


Annual Report                                           Period Overview     3


                                    VALUE

TOTAL RETURNS AS OF MARCH 31, 1997
- --------------------------------------------------------------------------------
                                                 AVERAGE ANNUAL RETURNS
                                                 ----------------------
                                  6 MONTHS    1 YEAR    3 YEARS     LIFE OF FUND
- --------------------------------------------------------------------------------
INVESTOR CLASS (inception 9/1/93)
     VALUE...................       9.18%     15.92%     20.74%       17.39%
     S&P 500.................      11.27%     19.82%     22.26%       17.77%
     S&P/BARRA Value.........      11.41%     16.70%     20.45%       15.90%
- --------------------------------------------------------------------------------
ADVISOR CLASS (inception 10/2/96)
     VALUE.........................................................    8.07%
     S&P 500.......................................................   10.20%
     S&P/BARRA Value...............................................   11.41%

     See pages 29,  32 and 33 for more  information  about  share  classes,  the
comparative indices and returns.


[line graph - data described below]

GROWTH OF $10,000 OVER LIFE OF FUND

                 S & P BARRA       S & P 500
VALUE           VALUE INDEX*         INDEX
$10,000           $10,000          $10,000
$10,000            $9,996           $9,978
$10,120           $10,050          $10,171
$10,000            $9,870          $10,040
$10,307           $10,038          $10,209
$10,649           $10,506          $10,540
$10,448           $10,125          $10,224
$10,083            $9,709           $9,825
$10,265            $9,914           $9,938
$10,407           $10,079          $10,061
$10,270            $9,799           $9,867
$10,657           $10,131          $10,178
$10,983           $10,417          $10,560
$10,741           $10,051          $10,349
$10,844           $10,270          $10,565
$10,542            $9,854          $10,148
$10,718            $9,975          $10,347
$11,198           $10,245          $10,598
$11,677           $10,643          $10,981
$11,955           $10,937          $11,352
$12,283           $11,296          $11,669
$12,611           $11,799          $12,093
$12,744           $11,889          $12,432
$12,987           $12,299          $12,827
$13,075           $12,404          $12,823
$13,307           $12,835          $13,417
$13,174           $12,635          $13,350
$13,795           $13,297          $13,898
$14,234           $13,665          $14,222
$14,475           $14,074          $14,685
$14,716           $14,206          $14,788
$15,295           $14,539          $14,984
$15,624           $14,687          $15,185
$15,915           $14,908          $15,533
$16,121           $14,837          $15,654
$15,171           $14,211          $14,939
$15,707           $14,603          $15,220
$16,254           $15,228          $16,135
$16,474           $15,745          $16,557
$17,525           $16,949          $17,772
$17,685           $16,671          $17,483
$17,873           $17,440          $18,550
$18,195           $17,567          $18,660
$17,747           $16,966          $17,954

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 CHARACTERISTICS AT A GLANCE
                                        3/31/97      3/31/96
Number of Companies                          72           64
Average Dividend
   Yield of Holdings                       2.6%         2.9%
Price/Earnings Ratio                       14.8         14.8
Portfolio Turnover                         111%         145%
Expense Ratio (for Investor Class)        1.00%        0.97%


4    Value                                       American Century Investments


                                    VALUE

MANAGEMENT Q & A

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

HOW DID THE FUND PERFORM?

     For the year ended March 31,  1997,  Value  performed  strongly,  posting a
15.92% total return.  It slightly  underperformed  the  S&P/BARRA  Value Index's
16.70% return and trailed the S&P 500's 19.82%  return.  The fund's  performance
lagged  during the second half of its fiscal  year,  with Value  posting a 9.18%
gain  compared to the S&P/BARRA  Value  Index's  11.41% return and the S&P 500's
gain of 11.27%.

HOW DO YOU EXPLAIN THE FUND'S PERFORMANCE COMPARED TO THAT OF ITS BENCHMARK, THE
S&P/ BARRA VALUE INDEX?

     The most significant factor was Value's over-weighting in utilities,  which
represented 8.7% of the fund's  portfolio at the end of the period,  compared to
the Index's 5.4%  weighting.  The electric  utility  sector  underperformed  the
market due to rising interest rates and investor concern over recent  regulatory
changes that could increase  competition.  However,  we continue to hold several
utility  stocks  that fit our  requirements  for  stability,  high  quality  and
attractive  price.  One such holding is Union Electric.  It has performed poorly
due to market  concerns over interest rates and industry  consolidation,  but by
our

[bar graph - data below]

VALUE'S FISCAL YEAR RETURNS (1) (Periods ending March 31)

                           1994         1995          1996         1997

Value(1)                  0.85%       18.56%        28.06%       15.92%

S&P/BARRA Value          -2.91%       12.64%        32.94%       16.70%

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 32 for a  description  of the index.
Past performance is no guarantee of future results.

(1) Investor Class.
(2) Return from the fund's 9/1/93 inception date to 3/31/94.


Annual Report                                                     Value     5


measures has excellent fundamentals and future appreciation potential.

     Another  factor that worked  against the fund in comparison to the index is
that   we    were    underweighted    in    financial    stocks,    particularly
large-capitalization  banks,  which  performed well during much of the year. Our
research  suggested that their earnings might be unsustainable,  so we were more
conservative  than the index. We may have been premature in our concern,  but we
continue to be cautious about financial  services stocks.  Our underweighting in
financials  actually  benefited the fund during the March correction,  when bank
stocks in general corrected much more than the market.

WHAT HOLDINGS CONTRIBUTED TO THE FUND'S STRONG RETURN?

     Good stock  selection  across several  industries  played a key role in the
fund's solid performance.  As oil and gas prices rose  significantly  during the
first half of last year, energy stocks generated substantial gains for the fund.
Not only did our energy holdings do well, but many companies in other industries
that supply  energy  companies  also  excelled.  Our  best-performing  stock was
Petrolite,  a St.  Louis-based  specialty chemical company whose clients include
large energy firms.  The company's  business  improved  steadily  throughout the
period,  and then its stock value appreciated  sharply when Baker Hughes, an oil
service company, announced a bid to purchase the firm in February.

     Value's other strong performers  included major retailers,  such as Dillard
Department  Stores and Dayton-Hudson (an owner of discount stores and department
store chains), whose stock prices were driven up by better-than-expected  retail
sales last summer and fall. The fund also benefited from its holdings in Central
Newspapers  and  McClatchy  Newspapers,  two firms whose  earnings  increased as
newsprint costs declined and advertising revenues strengthened.

HOW DID FUND PERFORMANCE DIFFER FROM THAT OF THE BROAD MARKET, AS REPRESENTED BY
THE S&P 500?

     During   much   of   the    period,    the   market    generally    favored
large-capitalization,  steady-growth-oriented  companies, such as those found in
the S&P 500. Most of these companies were outside our investment  parameters for
this  fund.   Currently,   we  are  finding  the  best   opportunities   in  the
medium-capitalization  range.  Furthermore,  Value's  portfolio  seeks  superior
risk-adjusted  returns,  and it is managed to be less  volatile  than the market
overall.  That means that it may  underperform  during  strong  rallies (such as
those  that  characterized  most  of the  period  covered  by this  report)  and
outperform during sharp declines. True to its nature,


TOP TEN HOLDINGS                                   % of fund investments
                                                 As of             As of
                                                3/31/97           9/30/96
Giant Food Inc. Cl A                             4.5%              4.2%
Dillard Department Stores, Inc. Cl A             3.0%              2.1%
AMP, Inc.                                        2.6%                 -
Archer-Daniels-Midland Co.                       2.6%              1.8%
Litton Industries, Inc.                          2.6%              0.2%
Superior Industries International, Inc.          2.5%              1.5%
Cooper Industries, Inc.                          2.4%              2.2%
Great Lakes Chemical Corp.                       2.4%                 -
Reynolds Metals Co.                              2.4%                 -
Florida Progress Corp.                           2.3%                 -

TOP FIVE HOLDINGS                                  % of fund investments
                                                 As of             As of
                                                3/31/97           9/30/96
Utilities                                        8.7%             10.5%
Chemicals & Resins                               8.6%             10.2%
Retail (Food & Drug)                             8.2%              4.2%
Energy (Production & Marketing)                  7.9%             10.6%
Automobiles & Auto Parts                         5.8%              1.9%


6    Value                                       American Century Investments


Value did not keep pace with the market as it gained  momentum but  outdistanced
it when the market  declined.  Specifically,  the S&P 500 declined 6.48% between
the  market  peak on March 10,  1997,  and the end of the  period,  while  Value
dropped just 3.88%.

     The fund's risk-adjusted performance has attracted favorable attention from
industry  analysts.  As of March 31, 1997,  Morningstar,  the mutual-fund rating
company,  awarded  Value its top  five-star  overall  rating  for  risk-adjusted
performance out of 1,919 domestic equity funds(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 equity funds it evaluates.  Value's  five-star  rating  reflects the fact
that the fund's returns are attractive compared with its level of risk.

WHAT SIGNIFICANT CHANGES DID YOU MAKE TO THE PORTFOLIO?

     As their prices climbed and they met fewer of our investment  criteria,  we
significantly  trimmed our holdings of energy  stocks,  as well as some tobacco,
food  and  beverage  stocks.  While we  maintained  positions  in many  electric
utilities,  we cut back our  holdings  in  telephone  utilities  because we were
satisfied with the gains achieved.

     On the buy side,  we  increased  our  positions  in retail  grocery  store,
transportation  and general  merchandise  stocks, all of which were historically
inexpensive  and for  which  expectations  were low  based on  slower  near-term
growth. We also bought several  well-positioned  companies in the automobile and
auto parts sector.

WHAT IS YOUR OUTLOOK?

     Although  the  markets  overall  are richly  valued,  we are not finding it
difficult to fill the  portfolio  with what we believe are  attractively  valued
companies,  particularly in the mid-cap range.  Our emphasis  continues to be on
individual  stock  selection.  Rather  than focus on the market in general or on
specific  sectors or themes,  we concentrate on fundamentals a stock's  quality,
yield,  price and the  issuing  company's  business  potential  in our effort to
provide  investors  with  attractive  returns  and lower  risk  consistent  with
conservative equity funds.



(1)  Morningstar  proprietary  ratings reflect  risk-adjusted  performance as of
     3/31/97.  Value  received a  four-star  rating  out of 3,048  funds for the
     one-year period and a five-star rating out of 1,919 funds for the five-year
     period ending  3/31/97.  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.  The one year rating is calculated  using the
     same methodology but is not a component of the overall rating.  Ten percent
     of the funds in an investment category receive five stars. Past performance
     is no guarantee of future results.


Annual Report                                                     Value     7


                           SCHEDULE OF INVESTMENTS
                                    VALUE

MARCH 31, 1997

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

COMMON STOCKS

AEROSPACE & DEFENSE-2.6%
       1,155,600    Litton Industries, Inc.(1)                  $  46,512,900
                                                                -------------
AIRLINES-0.9%
         185,000    AMR Corp.(1)                                   15,262,500
                                                                -------------

AUTOMOBILES & AUTO PARTS-5.8%
       1,727,000    Cooper Tire and Rubber Company                 31,949,500
         834,000    Echlin Inc.                                    28,356,000
       1,954,400    Superior Industries
                        International, Inc.(2)                     44,218,300
                                                                -------------
                                                                  104,523,800
                                                                -------------

BANKING-3.5%
        537,000     First Virginia Banks, Inc.                     27,521,250
        673,000     Mercantile Bancorporation Inc.                 35,669,000
                                                                -------------
                                                                   63,190,250
                                                                -------------

CHEMICALS & RESINS-8.6%
         190,600    Albemarle Corp.                                 3,406,975
         245,000    Dow Chemical Co.                               19,600,000
         938,100    Great Lakes Chemical Corp.                     43,152,600
         700,000    Lubrizol Corp.                                 22,750,000
       2,021,400    Millennium Chemicals Inc.                      37,901,250
         720,900    Nalco Chemical Co.                             26,943,637
                                                                -------------
                                                                  153,754,462
                                                                -------------

COMMUNICATIONS SERVICES-2.0%
       2,005,300    Frontier Corp.                                 35,844,737
                                                                -------------

COMPUTER SYSTEMS-1.0%
         136,000    International Business
                       Machines Corp.                              18,683,000
                                                                -------------

CONSUMER PRODUCTS-1.4%
         591,200    Tambrands, Inc.                                25,347,700
                                                                -------------

ELECTRICAL & ELECTRONIC
 COMPONENTS-3.1%
       1,333,600    AMP, Inc.                                      45,842,500
         158,000    Tecumseh Products Cl A                          8,986,250
                                                                -------------
                                                                   54,828,750
                                                                -------------


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

ENERGY (PRODUCTION & MARKETING)-7.9%
         447,500    Amoco Corp.                                 $  38,764,688
         129,000    Diamond Shamrock, Inc.                          4,095,750
       1,044,900    MAPCO Inc.                                     32,391,900
         589,200    Murphy Oil Corp.                               27,692,400
       2,152,700    Seagull Energy Corp.(1)                        38,748,600
                                                                -------------
                                                                  141,693,338
                                                                -------------

ENVIRONMENTAL SERVICES-1.9%
       1,185,500    Browning-Ferris Industries, Inc.               34,231,312
                                                                -------------

FOOD & BEVERAGE-5.6%
       2,623,850    Archer-Daniels-Midland Co.                     46,901,319
       1,460,000    Ralcorp Holdings, Inc.(1)                      14,965,000
         141,800    Savannah Foods & Industries, Inc.               1,861,125
       1,115,200    Universal Foods Corp.                          37,080,400
                                                                -------------
                                                                  100,807,844
                                                                -------------

HEALTHCARE-1.3%
         322,900    Bausch & Lomb Inc.                             12,754,550
         320,000    Seafield Capital Corp.                         10,480,000
                                                                -------------
                                                                   23,234,550
                                                                -------------

INDUSTRIAL EQUIPMENT & MACHINERY-5.0%
         999,400    Cooper Industries, Inc.                        43,348,975
       1,497,100    Gerber Scientific, Inc.(2)                     23,205,050
         819,000    Keystone International, Inc.                   14,537,250
         335,000    Watts Industries, Inc.                          7,788,750
                                                                -------------
                                                                   88,880,025
                                                                -------------

INSURANCE-4.3%
         525,000    Argonaut Group, Inc.                           14,700,000
         352,000    CNA Financial Corp.(1)                         37,752,000
         342,900    Home Beneficial Corp. Cl B                     13,008,769
         333,700    NAC Re Corp.                                   11,888,063
                                                                -------------
                                                                   77,348,832
                                                                -------------

METALS & MINING-3.2%
         578,000    Ashland Coal, Inc.                             14,161,000
         689,000    Reynolds Metals Co.                            42,718,000
                                                                -------------
                                                                   56,879,000
                                                                -------------

PACKAGING & CONTAINERS-1.9%
         416,800    ACX Technologies, Inc.(1)                       8,023,400
         985,000    Ball Corporation                               26,102,500
                                                                -------------
                                                                   34,125,900
                                                                -------------

See Notes to Financial Statements


8        Value                                   American Century Investments


                           SCHEDULE OF INVESTMENTS
                                    VALUE

MARCH 31, 1997

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

PAPER & FOREST PRODUCTS-4.7%
         683,500    Chesapeake Corp.                            $  18,796,250
         653,600    Rayonier, Inc.                                 24,346,600
         471,000    Union Camp Corp.                               22,195,875
         744,400    Westvaco Corp.                                 18,703,050
                                                                -------------
                                                                   84,041,775
                                                                -------------

PUBLISHING-4.3%
         442,000    American Greetings Corp. Cl A                  14,088,750
       1,090,000    Banta Corp.                                    28,067,500
         209,000    Central Newspapers, Inc. Cl A                  10,476,125
       1,003,900    McClatchy Newspapers, Inc.                     23,968,112
                                                                -------------
                                                                   76,600,487
                                                                -------------

RAILROAD-2.3%
         874,000    CSX Corp.                                      40,641,000
                                                                -------------

RETAIL (FOOD & DRUG)-8.2%
       1,181,000    Albertson's, Inc.                              40,154,000
       1,317,700    Brinker International, Inc.(1)                 16,635,963
       2,526,600    Giant Food Inc. Cl A                           80,851,200
         264,500    Hannaford Brothers Co.                          8,794,625
                                                                -------------
                                                                  146,435,788
                                                                -------------

RETAIL (GENERAL MERCHANDISE)-5.1%
       1,725,000    Dillard Department Stores, Inc. Cl A           54,337,500
         389,400    Mercantile Stores Co., Inc.                    18,058,425
         239,500    Nordstrom, Inc.                                 9,086,031
         217,000    Penney (J.C.) Company, Inc.                    10,334,625
                                                                -------------
                                                                   91,816,581
                                                                -------------

TRANSPORTATION-2.5%
         900,000    Rollins Truck Leasing Corp.                    11,925,000
         773,400    XTRA Corp.(2)                                  31,999,425
                                                                -------------
                                                                   43,924,425
                                                                -------------

UTILITIES-8.7%
       1,350,300    Florida Progress Corp.                         41,015,363
         950,000    Kansas City Power & Light Co.                  26,600,000
         411,500    New York State Electric & Gas Corp.             8,898,687
         170,000    Northern States Power Co. (Minn.)               8,053,750
         723,000    Potomac Electric Power Co.                     17,713,500
         420,000    Union Electric Co.                             15,487,500
       1,546,600    Wisconsin Energy Corp.                         37,891,700
                                                                -------------
                                                                  155,660,500
                                                                -------------

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

MISCELLANEOUS-0.5%
         197,800    Juno Lighting, Inc.                     $       3,177,163
         141,000    National Service Industries                     5,516,625
                                                                -------------
                                                                    8,693,788
                                                                -------------

TOTAL COMMON STOCKS-96.3%                                       1,722,963,244
                                                                -------------
   (Cost $1,677,297,374)

CONVERTIBLE BONDS-0.5%

COMMUNICATIONS EQUIPMENT
     $12,534,000    Motorola Inc.,
                       1.612%, 9/27/13(3)                           9,619,845
                                                                -------------
   (Cost $9,154,429)

TEMPORARY CASH INVESTMENTS
$30,000,000 par value FHLB Discount Note,
   5.45%, 4/10/97(4)
                                                                   29,960,925
                                                                -------------

Repurchase Agreement, Merrill Lynch & Co. Inc.,
   (U.S. Treasury obligations), in a joint trading
   account at 6.25%, dated 3/31/97, due
   4/1/97 (Delivery value $27,704,809)                             27,700,000
                                                                -------------

TOTAL TEMPORARY CASH INVESTMENTS-3.2%                              57,660,925
                                                                -------------
   (Cost $57,660,925)

TOTAL INVESTMENT SECURITIES-100.0%                             $1,790,244,014
                                                               ==============
   (Cost $1,744,112,728)

See Notes to Financial Statements


Annual Report                                                     Value     9


                           SCHEDULE OF INVESTMENTS
                                    VALUE

NOTES TO SCHEDULE OF INVESTMENTS
FHLB = Federal Home Loan Bank

(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 year ended March 31, 1997.)

(3)  This security is a  zero-coupon  bond.  The effective  yield to maturity at
     March 31, 1997 is  indicated.  Zero coupon  securities  are  purchased at a
     substantial discount from their value at maturity.

(4)  The rates for U.S. Government Agency discount notes are the yield to
     maturity at March 31, 1997.

See Notes to Financial Statements


10     Value                                     American Century Investments


                                  EQUITY INCOME

TOTAL RETURNS AS OF MARCH 31, 1997
- --------------------------------------------------------------------------------
                                                         AVERAGE ANNUAL RETURNS
                                           6 MONTHS     1 YEAR      LIFE OF FUND
- --------------------------------------------------------------------------------
INVESTOR CLASS (inception 8/1/94)
     EQUITY INCOME........................... 8.33%      16.24%         19.78%
     S&P 500.................................11.27%      19.82%         23.48%
     Lipper Equity Income Fund Index......... 9.78%      15.39%         17.73%
- --------------------------------------------------------------------------------
ADVISOR CLASS (inception 3/7/97)
     EQUITY INCOME...................................................   -2.89%
     S&P 500.........................................................   -5.47%
     Lipper Equity Income Fund Index.................................   -3.24%

See pages 29, 32 and 33 for more  information  about share classes,  comparative
indices and returns.


PORTFOLIO CHARACTERISTICS AT A GLANCE
                                               3/31/97            3/31/96
Number of Companies                                65                64
Average Dividend
   Yield of Holdings                             4.1%              4.1%
Price/Earnings Ratio                             14.9              15.1
Portfolio Turnover                               159%              170%
Expense Ratio (for Investor Class)              1.00%             0.98%


[line graph - data described below]

GROWTH OF $10,000 OVER LIFE OF FUND (Investor Class)

     EQUITY         EQUITY INCOME      S & P 500
     INCOME          FUND INDEX*         INDEX
     $10,000         $10,000           $10,000
     $10,360         $10,333           $10,314
     $10,248         $10,137           $10,108
     $10,349         $10,192           $10,319
     $10,038          $9,810            $9,911
     $10,053          $9,888           $10,106
     $10,499         $10,064           $10,351
     $10,884         $10,388           $10,725
     $11,069         $10,632           $11,087
     $11,417         $10,886           $11,397
     $11,641         $11,220           $11,811
     $11,809         $11,369           $12,142
     $12,056         $11,680           $12,528
     $12,097         $11,824           $12,524
     $12,347         $12,191           $13,104
     $12,285         $12,018           $13,039
     $12,763         $12,520           $13,574
     $13,031         $12,827           $13,890
     $13,325         $13,120           $14,343
     $13,506         $13,218           $14,443
     $13,913         $13,385           $14,635
     $14,026         $13,513           $14,831
     $14,345         $13,713           $15,171
     $14,558         $13,734           $15,289
     $14,029         $13,285           $14,591
     $14,466         $13,584           $14,865
     $14,927         $14,075           $15,759
     $15,043         $14,408           $16,171
     $15,830         $15,232           $17,357
     $16,069         $15,131           $17,075
     $16,272         $15,686           $18,118
     $16,576         $15,969           $18,225
     $16,171         $15,452           $17,536

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.


11   Equity Income                               American Century Investments


                                EQUITY INCOME

Management Q & A

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

HOW DID THE FUND PERFORM?

     For  the  year  ended  March  31,  1997,  Equity  Income  posted  a  strong
performance,  providing a total return of 16.24%. It outperformed its benchmark,
the Lipper Equity Income Fund Index, which returned 15.39%. Neither the fund nor
its  benchmark  matched  the 19.82%  gain  recorded  by the S&P 500 for the same
period.

WHAT FACTORS HELPED THE FUND PERFORM BETTER THAN ITS BENCHMARK?

     The fund had a significant  concentration  of energy stocks and real estate
investment  trusts  (REITs).  Investments in the energy  sector,  where we had a
relatively  large  weighting at the  beginning  of the fiscal year,  contributed
positively  to returns as stock  performance  followed  the price of oil and gas
upward.

     REITs produced  above-average yields, while appreciating  handsomely.  This
group had underperformed the market in 1994 as interest rates climbed,  creating
an attractive  investment  opportunity in 1995.  The market  perception of REITs
improved in 1996 as a nationwide  oversupply of office  buildings and apartments
diminished and interest rates declined. We sold most of our REIT holdings during
the final six months of the fiscal year at attractive  gains and  reinvested the
proceeds in electric utility stocks, which helped maintain the fund's yield.

WILL YOU DISCUSS THE FUND'S PERFORMANCE IN RELATION TO THE S&P 500?

     In periods of  above-average  returns,  such as the period  covered by this
report,  equity income funds tend to lag the S&P 500. As described in the Period
Overview on page 3, the S&P 500's  performance came primarily from a narrow list
of large-company  stocks with household names.  Many of these  "blue-chips" with
predictable earnings, such as Coca-Cola and Procter & Gamble, attracted a strong
investor following. However, most of these companies did not

[bar graph - data below]

EQUITY INCOME'S FISCAL YEAR RTURNS (1) (Periods ending March 31)

                                         1995          1996        1997

Equity Income (1)                      10.69%        25.67%      16.24%

Lipper Equity Income Fund Index         6.32%        25.95%      15.39%

This chart  illustrates the fund's returns since its inception and compares them
with the index's returns. See page 32 for a description of the index.
Past performance is no guarantee of future results.

(1) Investor Class.

(2) Return from the fund's 8/1/94 inception date to 3/31/95.


Annual Report                                             Equity Income    12


                                EQUITY INCOME

meet our criteria for dividend yield or price, so we didn't participate in their
gains.  Instead, we focused more on  medium-capitalization  companies,  where we
felt the valuations were more attractive and the potential  return for investors
were greater.

     Another factor that lowered the fund's return was our sizable investment in
electric  utility  stocks.  These  companies were out of favor during the period
because of rising interest rates and the competitive  environment that utilities
face because of deregulation.  However,  selected utilities met our criteria for
fundamentally  strong companies that are fairly valued or are temporarily out of
favor with  investors.  Moreover,  we  believe  that  well-positioned,  low-cost
producers  of electric  power,  like the electric  utilities  in the fund,  will
prosper in an era of deregulation.  At the prices that prevailed when the period
closed, these stocks offered good dividend yields and appreciation potential.

     For the period, Equity Income performed in line with expectations: while it
lagged the S&P 500 during sharp advances, it outpaced the index during declines,
resulting  in  lower  overall  volatility.  For  example,  in late  March,  many
investors left the market after the Federal Reserve raised  short-term  interest
rates.  From the market peak on March 10,  1997,  to the end of the period three
weeks later, the S&P 500 dropped 6.48% compared with a decline of only 3.33% for
Equity Income.

WHAT WAS THE YIELD OF THE FUND'S HOLDINGS AT THE END OF THE PERIOD? HOW WAS
THAT YIELD MAINTAINED?

     The 4.11% average yield of Equity Income's  holdings on March 31, 1997, was
well ahead of the S&P 500's 1.99% yield.  One way the fund  maintained its yield
was by  continuing  to  own  convertible  securities,  which  are  income-paying
investments that can be converted into common stock. The fund's 18% weighting in
convertibles  as of March 31, 1997, was at the low end of its more typical range
of 20% to 40%. This was because many of the  securities  available in the market
were expensive and of lower quality.  Because we want yield without  sacrificing
quality, we looked beyond convertibles to meet the fund's income requirements.

     We  identified  several  high-yielding  common  stocks  within the chemical
industry. Among the companies we have invested in to the benefit of the fund are
Nalco Chemical Co., Dow Chemical Co. and Millennium Chemical Co. These companies
are attractive  investments because they are mature businesses that pay generous
dividends.

TOP TEN HOLDINGS                          % of fund investments
                                        As of              As of
                                       3/31/97            9/30/96

Giant Food Inc. Cl A                   4.8%                4.2%
Tambrands, Inc.                        3.5%                1.9%
Price/Costco, Inc., 5.75%,
   5/15/02 (convertible bond)          3.1%                2.9%
Florida Progress Corp.                 2.7%                0.4%
General Mills, Inc.                    2.7%                1.3%
Kansas City Power & Light Co.          2.6%                2.6%
NAC Re Corp., 5.25%,
   12/15/02 (convertible bond)         2.6%                2.8%
Argonaut Group, Inc.                   2.5%                2.0%
Penney (J.C.) Company, Inc.            2.4%                   -
Wisconsin Energy Corp.                 2.4%-


TOP FIVE  HOLDINGS                        % of fund investments
                                        As of              As of
                                       3/31/97            9/30/96

Utilities                             14.9%               14.9%
Food & Beverage                        7.6%                7.6%
Banking                                7.5%                3.4%
Retail (General Merchandise)           7.4%                2.9%
Retail (Food & Drug)                   7.2%                4.8%


13   Equity Income                               American Century Investments


                                EQUITY INCOME

WHAT STOCKS ADDED MOST TO THE FUND'S RETURNS?

     The best  performance  by far was turned in by  Petrolite,  a mid-sized St.
Louis  manufacturer  of  chemicals  used in oil fields.  We sold the stock after
Baker Hughes, an oil services company, announced it was acquiring the firm. Once
a stock's price  surpasses what we determine to be its fair value, we sell it to
make room for other  stocks  whose  prices  are  depressed  and  represent  more
attractive opportunities for the fund.

     BellSouth,  a  regional  phone  company,  also  contributed  to the  fund's
returns.  BellSouth's  stock  fluctuated  within a tight range as concerns  over
possible  deregulation  increased  and then  abated.  We bought  the stock  when
worries about deregulation depressed its price, creating an attractive yield and
appreciation  potential.  We subsequently sold the position at a favorable price
as market sentiment pushed the shares above our measure of fair value.

     Another  strong  performer was Societe  Nationale Elf  Aquitaine,  a global
energy  company with improving oil  production  rates.  We bought the stock at a
discount,  due partly to the  market's  perception  that the  French  government
exerted too much control over management.  In the second half of 1996, the stock
rebounded as the state's  influence eased and oil prices climbed.  Additionally,
oil  discoveries  on the West  African  coast  exceeded  investor  expectations,
further  boosting the company's  price.  The stock was then sold early this year
after it exceeded our expectations.

WHICH HOLDINGS PERFORMED POORLY?

     One  disappointment  has been  Frontier  Corp.,  a regional  phone  company
serving  western  New York  state.  Increased  competitive  pressure in the long
distance  market  has led to a decline  in the  stock's  price.  The  company is
participating in building a long distance network, an investment we believe will
ultimately  result  in lower  operating  costs  when  capital  improvements  are
complete next year.

     Argonaut Group Inc., a California  insurance company, did not appreciate as
we expected,  partly due to limited growth in its market.  However,  we like the
stock because it has a healthy 5.28% yield, it sells at a discount to its peers,
and the company is a leader in insuring workmen's compensation risks.

WHAT  SIGNIFICANT  CHANGES  DID  YOU  MAKE TO THE  FUND'S  PORTFOLIO  SINCE  THE
SEMIANNUAL REPORT?

     As mentioned  earlier,  we sold the fund's REIT  holdings in favor of other
moderate- to higher-yielding stocks. We also sold some consumer product and food
company  holdings as they reached fair  valuation.  In other cases,  we sold the
stocks  of  companies  that  successfully  spun off less  attractive  divisions,
leading to improved  shareholder  value and higher  stock  prices.  For example,
American  Brands is spinning off its British tobacco  subsidiary,  while 3M spun
off its information data and storage division.

     We increased our  investment in retail stocks,  such as Dillard  Department
Stores and  Mercantile  Stores Co. We bought  these  stocks at prices  that were
depressed by a seasonal  softness in retail  sales.  The  fundamentals  of these
companies remain strong,  and we think they will add value to the portfolio over
time.

WHAT'S YOUR OUTLOOK FOR THE FUND?

     The market may be  entering a period of  volatility  driven by  uncertainty
over the future of  interest  rates.  Equity  Income can be  expected to do well
relative to the broader market in a more volatile environment.  Given the fund's
conservative  charter,  it invests in mature,  out-of-favor  companies with good
relative yields and fundamentally sound underlying businesses.  This combination
of above-average  yields,  reasonable  valuations and solid longer-term business
prospects should help cushion the fund's performance during market weakness.


Annual Report                                             Equity Income    14


                             SCHEDULE OF INVESTMENTS
                                  EQUITY INCOME

MARCH 31, 1997

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

COMMON STOCKS

BANKING-5.3%
        84,000  First Virginia Banks, Inc.               $    4,305,000
        80,095  Mercantile Bancorporation Inc.                4,245,035
        38,200  UMB Financial Corp.                           1,542,325
                                                         --------------
                                                             10,092,360
                                                         --------------
CHEMICALS & RESINS-5.1%
        28,000  Dow Chemical Co.                              2,240,000
        41,900  Great Lakes Chemical Corp.                    1,927,400
        24,000  Lubrizol Corp.                                  780,000
       182,000  Millennium Chemicals Inc.                     3,412,500
        35,300  Nalco Chemical Co.                            1,319,337
                                                         --------------
                                                              9,679,237
                                                         --------------
COMMUNICATIONS SERVICES-2.2%
       235,200  Frontier Corp.                                4,204,200
                                                         --------------

CONSUMER PRODUCTS-6.2%
        80,000  National Presto Industries, Inc.              2,870,000
       153,100  Tambrands, Inc.                               6,564,163
        44,000  WD-40 Co.                                     2,227,500
                                                         --------------
                                                             11,661,663
                                                         --------------
ELECTRICAL & ELECTRONIC
COMPONENTS-1.2%
        64,000  AMP, Inc.                                     2,200,000
                                                         --------------

ENERGY (PRODUCTION & MARKETING)-3.2%
        45,000  Amoco Corp.                                   3,898,125
        47,000  Murphy Oil Corp.                              2,209,000
                                                         --------------
                                                              6,107,125
                                                         --------------
ENVIRONMENTAL SERVICES-0.5%
        36,400  Browning-Ferris Industries, Inc.              1,051,050
                                                         --------------
FOOD & BEVERAGE-7.6%
       124,000  Archer-Daniels-Midland Co.                    2,216,500
        83,300  General Mills, Inc.                           5,175,012
        87,500  International Multifoods Corp.                1,793,750
        40,000  McCormick & Co., Inc.                           977,500
       125,300  Universal Foods Corp.                         4,166,225
                                                         --------------
                                                             14,328,987
                                                         --------------


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

HEALTHCARE-2.1%
       120,000  Seafield Capital Corp.                   $    3,930,000
                                                         --------------
INDUSTRIAL EQUIPMENT & MACHINERY-4.3%
       154,000  Goulds Pumps, Inc.                            3,628,625
       253,000  Keystone International, Inc.                  4,490,750
                                                         --------------
                                                              8,119,375
                                                         --------------
INSURANCE-3.7%
       170,500  Argonaut Group, Inc.                          4,774,000
        59,100  Home Beneficial Corp. Cl B                    2,242,106
                                                         --------------
                                                              7,016,106
                                                         --------------
METALS & MINING-1.9%
        55,000  Ashland Coal, Inc.                            1,347,500
        35,000  Reynolds Metals Co.                           2,170,000
                                                         --------------
                                                              3,517,500
                                                         --------------
PACKAGING & CONTAINERS-1.9%
        76,400  AptarGroup, Inc.                              2,922,300
        26,500  Ball Corporation                                702,250
                                                         --------------
                                                              3,624,550
                                                         --------------
PAPER & FOREST PRODUCTS-5.2%
        90,000  Rayonier, Inc.                                3,352,500
        89,000  Union Camp Corp.                              4,194,125
        95,700  Westvaco Corp.                                2,404,463
                                                         --------------
                                                              9,951,088
                                                         --------------
PUBLISHING-1.1%
        40,000  Banta Corp.                                   1,030,000
        30,000  Deluxe Corp.                                    971,250
                                                         --------------
                                                              2,001,250
                                                         --------------
RAILROAD-0.6%
        23,000  CSX Corp.                                     1,069,500
                                                         --------------
REAL ESTATE-0.4%
        30,000  Chateau Properties, Inc.                        776,250
                                                         --------------
RESTAURANTS-2.2%
       164,000  Luby's Cafeterias, Inc.                       3,054,500
        40,000  Sbarro, Inc.                                  1,130,000
                                                         --------------
                                                              4,184,500
                                                         --------------
RETAIL (FOOD & DRUG)-6.1%
       281,100  Giant Food Inc. Cl A                          8,995,200
        93,000  Weis Markets, Inc.                            2,580,750
                                                         --------------
                                                             11,575,950
                                                         --------------

See Notes to Financial Statements


15    Equity Income                        American Century Investments


                             SCHEDULE OF INVESTMENTS
                                  EQUITY INCOME

MARCH 31, 1997

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

RETAIL (GENERAL MERCHANDISE)-4.3%
        65,000  Dillard Department Stores, Inc. Cl A     $    2,047,500
        31,200  Mercantile Stores Co., Inc.                   1,446,900
        96,500  Penny (J.C.) Company, Inc.                    4,595,812
                                                         --------------
                                                              8,090,212
                                                         --------------
UTILITIES-14.9%
       125,500  AGL Resources Inc.                            2,306,063
        92,000  CIPSCO Inc.                                   3,254,500
       170,200  Florida Progress Corp.                        5,169,825
        16,444  IPALCO Enterprises, Inc.                        499,486
       174,600  Kansas City Power & Light Co.                 4,888,800
       195,200  New York State Electric & Gas Corp.           4,221,200
        98,000  Potomac Electric Power Co.                    2,401,000
        44,500  South Jersey Industries, Inc.                   951,188
       184,000  Wisconsin Energy Corp.                        4,508,000
                                                         --------------
                                                             28,200,062
                                                         --------------
MISCELLANEOUS-1.4%
        50,000  Juno Lighting, Inc.                             803,125
        46,000  National Service Industries                   1,799,750
                                                         --------------
                                                              2,602,875
                                                         --------------
TOTAL COMMON STOCKS-81.4%                                   153,983,840
                                                         --------------
   (Cost $152,086,907)

CONVERTIBLE PREFERRED STOCKS

BANKING-2.2%
       165,000  National Australia Bank Ltd. SA(1)            4,125,000
                                                         --------------
ENERGY (PRODUCTION & MARKETING)-3.1%
        46,100  Ultramar Diamond Shamrock, Inc.(1)            2,892,775
        55,500  Unocal Corp.                                  3,010,875
                                                         --------------
                                                              5,903,650
                                                         --------------
TOTAL CONVERTIBLE PREFERRED
STOCKS-5.3%                                                  10,028,650
                                                         --------------
   (Cost $10,023,513)

CONVERTIBLE BONDS

BUILDING & HOME IMPROVEMENTS-1.0%
    $2,000,000  Masco Corp., 5.25%, 2/15/12                   1,977,500
                                                         --------------


Principal Amount                                                  Value
- --------------------------------------------------------------------------------
CHEMICALS & RESINS-1.7%
    $7,000,000  RPM, Inc., 5.20%, 9/30/12(2)             $    3,158,750
                                                         --------------

INDUSTRIAL EQUIPMENT & MACHINERY-2.0%
     3,605,000  Cooper Industries, Inc.,
                   7.05%, 1/1/15                              3,812,288
                                                         --------------

INSURANCE-2.6%
     5,000,000  NAC Re Corp., 5.25%, 12/15/02
                   (Acquired 5/1/96 through
                   1/13/97, Cost $4,826,000)(3)               4,875,000
                                                         --------------

RETAIL (FOOD & DRUG)-1.1%
     2,000,000  Food Lion, Inc., 5.00%, 6/1/03
                   (Acquired 2/20/97,
                   Cost $2,161,100)(3)                        2,170,000
                                                         --------------

RETAIL (GENERAL MERCHANDISE)-3.1%
     6,000,000  Price/Costco, Inc., 5.75%, 5/15/02            5,872,500
                                                         --------------

RETAIL (SPECIALTY)-1.2%
     3,000,000  Jacobson Stores Inc.,
                   6.75%, 12/15/11                            2,280,000
                                                         --------------

TOTAL CONVERTIBLE BONDS-12.7%                                24,146,038
                                                         --------------
   (Cost $23,564,482)

TEMPORARY CASH INVESTMENTS-0.6%

Repurchase Agreement, Goldman Sachs & Co.,
    Inc., (U.S. Treasury obligations), in a joint
    trading account at 6.40%, dated 3/31/97,
    due 4/1/97 (Delivery value $1,100,196)                    1,100,000
                                                         --------------
   (Cost $1,100,000)

TOTAL INVESTMENT SECURITIES-100.0%                         $189,258,528
                                                           ============
   (Cost $186,774,902)

See Notes to Financial Statements


Annual Report                                             Equity Income    16

                            SCHEDULE OF INVESTMENTS
                                 EQUITY INCOME

NOTES TO SCHEDULE OF INVESTMENTS

(1) Non-income producing.

(2)  This security is a  zero-coupon  bond.  The effective  yield to maturity at
     March 31, 1997 is  indicated.  Zero-coupon  securities  are  purchased at a
     substantial discount from their value at maturity.

(3)  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 March 31, 1997, was $7,045,000,  which represented
     3.5% of the net assets of Equity Income.

See Notes to Financial Statements


17     Equity Income                             American Century Investments

<TABLE>
<CAPTION>

                      STATEMENTS OF ASSETS AND LIABILITIES

MARCH 31, 1997
                                                                                                                 EQUITY
                                                                                            VALUE                INCOME
ASSETS
<S>                                                                                      <C>                      <C>    
Investment securities, at value (identified cost of $1,744,112,728
     and $186,774,902, respectively) (Note 3)...................................    $1,790,244,014           $189,258,528
Cash ...........................................................................         3,824,081                454,103
Receivable for investments sold.................................................        30,412,383             12,882,158
Receivable for capital shares sold..............................................           582,974                  2,603
Dividends and interest receivable...............................................         2,149,874                696,844
                                                                                    ---------------          ------------
                                                                                     1,827,213,326            203,294,236
                                                                                    ---------------          ------------

LIABILITIES
Disbursements in excess of demand deposit cash..................................         1,701,295                536,202
Payable for investments purchased...............................................        45,145,976              2,813,809
Payable for capital shares redeemed.............................................         5,983,403                364,664
Accrued management fees (Note 2)................................................         1,534,791                172,366
Distribution fees payable (Note 2)..............................................             6,641                      3
Service fees payable (Note 2)...................................................             6,641                      3
Other liabilities...............................................................             2,463                    496
                                                                                    ---------------          ------------
                                                                                         54,381,210             3,887,543
                                                                                    ---------------          ------------
NET ASSETS......................................................................     $1,772,832,116          $199,406,693
                                                                                    ===============          ============

NET ASSETS CONSIST OF:
Capital (par value and paid-in surplus).........................................     $1,635,980,794          $184,481,504
Distributions in excess of net investment income................................          (356,054)              (68,274)
Accumulated net realized gain on investment
and foreign currency transactions...............................................         91,074,081            12,509,837
Net unrealized appreciation on investments and translation of
     assets and liabilities in foreign currencies (Note 3)......................         46,133,295             2,483,626
                                                                                    ---------------          ------------
                                                                                     $1,772,832,116          $199,406,693
                                                                                    ===============          ============
INVESTOR CLASS
Net assets......................................................................     $1,743,581,944          $199,388,323
Shares outstanding..............................................................        265,122,707            31,585,437
Net asset value per share ......................................................              $6.58                 $6.31

ADVISOR CLASS
Net assets......................................................................       $29,250,172                $18,370
Shares outstanding..............................................................         4,447,036                  2,910
Net asset value per share.......................................................            $ 6.58                  $6.31

See Notes to Financial Statements
</TABLE>


18   Statements of Assets and Liabilities           American Century Investments

<TABLE>
<CAPTION>

                                           STATEMENTS OF OPERATIONS

                                                                                                   EQUITY
YEAR ENDED MARCH 31, 1997                                                        VALUE             INCOME

INVESTMENT INCOME
INCOME:
<S>                                                                           <C>                <C>      
     Dividends (net of foreign taxes withheld
         of $243,038 and $15,770, respectively)...........................  $34,406,618         $5,343,135
     Interest.............................................................    3,046,989          1,710,627
                                                                            ------------        ----------
                                                                             37,453,607          7,053,762
                                                                            ------------        ----------
EXPENSES (NOTE 2):
     Management fees......................................................   13,047,153          1,579,957
     Distribution fees-Advisor Class......................................       35,593                  3
     Shareholder service fees-Advisor Class ..............................       35,593                  3
     Directors' fees and expenses.........................................       12,363              1,484
                                                                            ------------        ----------
                                                                             13,130,702          1,581,447
                                                                            ------------        ----------

NET INVESTMENT INCOME.....................................................   24,322,905          5,472,315
                                                                            ------------        ----------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 3)
Net realized gain on:
     Investments..........................................................  167,586,702         21,971,370
     Foreign currency transactions........................................    1,002,205             41,708
                                                                            ------------        ----------
                                                                            168,588,907         22,013,078
                                                                            ------------        ----------

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:
     Investments..........................................................  (11,159,747)       (4,218,228)
     Translation of assets and liabilities
        in foreign currencies.............................................      142,480             21,426
                                                                             -----------        ----------
                                                                            (11,017,267)       (4,196,802)
                                                                            ------------        ----------
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS.......................................................  157,571,640         17,816,276
                                                                            ------------        ----------

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS................................................. $181,894,545        $23,288,591
                                                                            ============       ===========

See Notes to Financial Statements
</TABLE>

Annual Report                                  Statements of Operations    19


<TABLE>
<CAPTION>

                                           STATEMENTS OF CHANGES IN NET ASSETS

YEARS ENDED MARCH 31, 1997                                                                                EQUITY
AND MARCH 31, 1996                                                            VALUE                       INCOME
                                                                              -----                       ------
                                                                  March 31,       March 31,         March 31,      March 31,
INCREASE (DECREASE) IN NET ASSETS                                   1997            1996              1997           1996

OPERATIONS

<S>                                                             <C>              <C>              <C>            <C>       
Net investment income.......................................    $24,322,905      $12,842,485      $5,472,315     $2,971,057
Net realized gain on investments
   and foreign currency transactions........................    168,588,907       93,357,747      22,013,078     11,637,714
Change in net unrealized appreciation (depreciation)
   on investments and translation of assets
   and liabilities in foreign currencies....................    (11,017,267)      42,011,788      (4,196,802)     4,726,626
                                                              --------------      -----------     -----------    ----------
Net increase in net assets
resulting from operations...................................    181,894,545      148,212,020      23,288,591     19,335,397
                                                              --------------      -----------     -----------    ----------

DISTRIBUTIONS TO SHAREHOLDERS

From net investment income:
   Investor Class...........................................    (24,153,903)     (12,842,485)     (5,494,780)   (2,971,057)
   Advisor Class............................................       (213,484)                -            (20)             -
In excess of net investment income:.........................
   Investor Class...........................................       (120,914)        (698,226)         (5,884)      (99,756)
   Advisor Class............................................           (397)                -           (184)             -
From net realized gains from investment transactions:.......
   Investor Class...........................................   (123,357,187)     (47,886,954)    (14,539,539)   (6,912,073)
   Advisor Class............................................     (2,470,879)                -               -             -
                                                              --------------      -----------     -----------    ----------
Decrease in net assets from distributions...................   (150,316,764)     (61,427,665)    (20,040,407)   (9,982,886)
                                                              --------------      -----------     -----------    ----------

CAPITAL SHARE TRANSACTIONS (NOTE 4)

Net increase in net assets
from capital share transactions.............................    859,369,095      446,819,834      79,466,151     55,127,007
                                                              --------------      -----------     -----------    ----------

NET INCREASE IN NET ASSETS..................................    890,946,876      533,604,189      82,714,335     64,479,518

NET ASSETS

Beginning of year...........................................    881,885,240      348,281,051     116,692,358     52,212,840
                                                              --------------      -----------     -----------    ----------

End of year................................................. $1,772,832,116     $881,885,240    $199,406,693   $116,692,358
                                                              ==============     ============    ============  ============

Undistributed (distributions in excess of)
net investment income.......................................      $(356,054)         $44,482       $(68,274)        $22,485
                                                              ==============     ============    ============   ===========


See Notes to Financial Statements
</TABLE>


20   Statements of Changes in Net Assets            American Century Investments


                          NOTES TO FINANCIAL STATEMENTS

MARCH 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  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.  The fund 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.  The fund seeks to achieve its
objectives by investing primarily in income-producing equity securities.  In the
pursuit of its  objectives,  the fund seeks a yield  that  exceeds  the yield of
securities  comprising the Standard & Poor's 500 Composite Stock Price Index. On
September 3, 1996, the Funds implemented a multiple class structure whereby each
Fund is  authorized to issue three classes of shares:  the Investor  Class,  the
Institutional  Class and the  Advisor  Class.  The shares  outstanding  prior to
September 3, 1996, are 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 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 Advisor Class for
Value and  Equity  Income  commenced  on  October  2,  1996 and  March 7,  1997,
respectively. Sale of the Institutional Class for each Fund had not commenced as
of March 31, 1997. The following significant  accounting policies related to 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 market risk in
excess of the amount reflected in the Statements 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
forward foreign currency exchange contracts at March 31, 1997.

     FUTURES CONTRACTS-The Funds may enter into stock index futures contracts in
order to manage each Fund's exposure to


Annual Report                             Notes to Financial Statements    21


                          NOTES TO FINANCIAL STATEMENTS

MARCH 31, 1997

changes  in  market  conditions.  One of the  risks  of  entering  into  futures
contracts  includes 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 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.  Each 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. There were
no open futures contracts at March 31, 1997

     REPURCHASE  AGREEMENTS-The Funds may enter into repurchase  agreements with
institutions that the Funds'  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 that 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  and  Benham
Management  Corporation,  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 income dividends paid by the Funds are taxable to most  shareholders as
ordinary  income.  The portion of the ordinary income  dividends  (including net
short-term capital gains)  attributable to the fiscal year ended March 31, 1997,
that qualified for the dividends received  deduction for corporate  shareholders
was 19% and 22% for Value and Equity Income, respectively.

     Value  and  Equity  Income  have  designated  $13,551,959  and  $1,457,582,
respectively,  as a capital gain dividend for the purpose of the dividends  paid
deduction.

     The  character of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These  differences  are primarily due to differing
treatments for foreign currency transactions and wash sales.

     SUPPLEMENTARY INFORMATION-Certain officers and directors of the Corporation
are also officers and/or directors, and, as a group, controlling stockholders of
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  average  daily closing net assets during
the previous


22   Notes to Financial Statements                 American Century Investments


                          NOTES TO FINANCIAL STATEMENTS

MARCH 31, 1997

month. The annual management fee for each class is 1.00% and 0.75% for the
Investor Class and Advisor Class, 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  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  October 2, 1996  (commencement  of sale of Advisor  class for Value) and
March 7, 1997  (commencement of sale of Advisor class for Equity Income) through
March 31, 1997, were $71,186 for Value and $6 for Equity Income.

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


     The aggregate cost of investment securities purchased (excluding short-term
investments)  for the year ended  March 31,  1997,  for Value and Equity  Income
totaled  $2,149,773,060,  and  $239,921,378,  respectively,  for common  stocks;
$18,680,084  for  Equity  Income  for  preferred   stock;  and  $18,979,682  and
$44,788,000,  respectively, for other debt obligations. Proceeds from investment
securities sold (excluding  short-term  investments) totaled  $1,370,687,532 and
$191,651,950, respectively, for common stocks; $17,009,823 for Equity Income for
preferred  stocks;  $40,303,713  and  $38,479,356,  respectively  for other debt
obligations.

     As of March 31, 1997, accumulated net unrealized appreciation for Value and
Equity Income was  $42,803,299  and  $2,180,703,  based on the aggregate cost of
investments of $1,747,440,715 and $187,077,825, respectively, for federal income
tax purposes.  Accumulated net unrealized  appreciation  consisted of unrealized
appreciation  of  $89,881,965  and  $7,086,079  for Value and Equity  Income and
unrealized depreciation of $47,078,666 and $4,905,376, respectively.


Annual Report                             Notes to Financial Statements    23


                          NOTES TO FINANCIAL STATEMENTS

MARCH 31, 1997

4. CAPITAL SHARE TRANSACTIONS

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

                                                                     VALUE                          EQUITY INCOME
                                                            Shares           Amount           Shares            Amount
INVESTOR CLASS

YEAR ENDED MARCH 31, 1997:
<S>                                                       <C>            <C>                 <C>            <C>         
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
                                                        =============    ==============    ============     ============

YEAR ENDED MARCH 31, 1996:
Shares sold...........................................    108,909,750    $  643,896,003      14,703,393    $  85,832,083
Shares issued in reinvestment of distributions........     10,332,725        60,265,897       1,672,244        9,607,360
Shares redeemed.......................................   (43,370,111)     (257,342,066)     (6,860,307)     (40,312,436)
                                                        -------------     -------------    ------------     ------------
Net increase..........................................     75,872,364    $  446,819,834       9,515,330    $  55,127,007
                                                        =============    ==============    ============     ============

ADVISOR CLASS

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
                                                        =============    ==============    ============     ============

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


24   Notes to Financial Statement                  American Century Investments


                         NOTES TO FINANCIAL STATEMENTS

5. AFFILIATED COMPANY TRANSACTIONS

     A summary of  transactions  for each issuer which is or was an affiliate at
or during the year ended March 31, 1997, follows:
<TABLE>

                                                                                                        March 31, 1997 
                               Share                                      Realized
                              Balance      Purchase         Sales           Gain                        Share         Market
Fund/Issuer                   3/31/96        Cost           Cost           (Loss)          Income      Balance         Value
VALUE
<S>                           <C>        <C>                <C>               <C>         <C>        <C>            <C>        
Gerber Scientific, Inc.       530,800    $13,178,946        $54,425           $7,190      $347,456   1,497,100      $23,205,050
Petrolite Corporation         461,600      9,412,625     21,819,222       22,114,279       599,032           -                -
Superior Industries
   International, Inc.              -     46,886,319              -                -       157,992   1,954,400       44,218,300
XTRA Corp.                    200,000     24,679,584        196,997             (76)       326,872     773,400       31,999,425
                                         -----------    -----------      -----------    ----------                  -----------
                                         $94,157,474    $22,070,644      $22,121,393    $1,431,352                  $99,422,775
                                         ===========    ===========      ===========    ==========                 ============
</TABLE>
- --------------------------------------------------------------------------------
6. CORPORATE EVENTS

The following name changes became effective January 1, 1997:
<TABLE>

                        NEW NAMES                                            FORMER NAMES
<S>                    <C>                                                   <C>   
FUNDS' ISSUER:          American Century Capital Portfolios, Inc.            Twentieth Century Capital Portfolios, Inc.
FUNDS:                  American Century Value Fund                          Twentieth Century Value
                        American Century Equity Income Fund                  Twentieth Century Equity Income
PARENT COMPANY:         American Century Companies, Inc.                     Twentieth Century Companies, Inc.
DISTRIBUTOR:            American Century Investment Services, Inc.           Twentieth Century Securities, Inc.
TRANSFER AGENT:         American Century Services Corporation                Twentieth Century Services, Inc.
</TABLE>


Annual Report                              Notes to Financial Statement    25

<TABLE>
<CAPTION>

                              FINANCIAL HIGHLIGHTS
                                      VALUE

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

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

<S>                                                    <C>           <C>         <C>        <C>               <C> 
Net Asset Value, Beginning of Period...............    $6.32         $5.46       $4.98      $ 5.01           $6.71
                                                     -------       -------     -------      -------        -------
Income From Investment Operations
   Net Investment Income (3).......................     0.12          0.13        0.12         0.08           0.05
   Net Realized and Unrealized Gain
     (Loss) on Investment Transactions.............     0.87          1.34        0.75       (0.04)           0.48
                                                     -------       -------     -------      -------        -------
   Total From Investment Operations................     0.99          1.47        0.87         0.04           0.53
                                                     -------       -------     -------      -------        -------

Distributions
   From Net Investment Income......................   (0.12)        (0.12)      (0.12)       (0.07)         (0.05)
   In Excess of Net Investment Income..............        -        (0.01)           -            -              -
   From Net Realized Gains
     on Investment Transactions....................   (0.61)        (0.48)      (0.27)            -         (0.61)
                                                     -------       -------     -------      -------        -------
   Total Distributions.............................   (0.73)        (0.61)      (0.39)       (0.07)         (0.66)
                                                     -------       -------     -------      -------        -------

Net Asset Value, End of Period.....................    $6.58         $6.32       $5.46        $4.98          $6.58
                                                     =======       =======     =======      =======        =======
   Total Return(4).................................   15.92%        28.06%      18.56%        0.83%          8.07%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets..............................    1.00%         0.97%       1.00%     1.00%(5)       1.25%(5)

Ratio of Net Investment Income
to Average Net Assets..............................    1.86%         2.17%       2.65%     3.37%(5)       1.50%(5)

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

Average Commission Paid per
Investment Security Traded.........................  $0.0459       $0.0409        -(6)         -(6)        $0.0459

Net Assets, End of Period
   (in thousands)................................ $1,743,582      $881,885    $348,281      $87,798        $29,250

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

(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.

(6)  Disclosure of average  commission  paid per investment  security traded was
     not required prior to the year ended March 31, 1995.
</TABLE>

See Notes to Financial Statements


26    Financial Highlights                       American Century Investments
<TABLE>
<CAPTION>


                              FINANCIAL HIGHLIGHTS
                                  EQUITY INCOME

                                       For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                                                                               Investor                        Advisor
                                                                                 Class                          Class
                                                                   1997           1996         1995(1)         1997(2)
PER-SHARE DATA

<S>                                                               <C>            <C>            <C>            <C>  
Net Asset Value, Beginning of Period.........................     $6.10          $5.42          $5.00          $6.57
                                                                -------        -------        -------        -------
Income From Investment Operations
   Net Investment Income(3)..................................      0.22           0.20           0.09           0.02
   Net Realized and Unrealized Gain
      (Loss) on Investment Transactions......................      0.75           1.13           0.44         (0.21)
                                                                -------        -------        -------        -------
   Total From Investment Operations..........................      0.97           1.33           0.53         (0.19)
                                                                -------        -------        -------        -------
Distributions
   From Net Investment Income................................    (0.21)         (0.19)         (0.09)         (0.07)
   In Excess of Net Investment Income........................         -         (0.01)              -              -
   From Net Realized Gains
      on Investment Transactions.............................    (0.55)         (0.45)         (0.02)              -
                                                                -------        -------        -------        -------
   Total Distributions.......................................    (0.76)         (0.65)         (0.11)        (0.07)
                                                                -------        -------        -------        -------
Net Asset Value, End of Period...............................     $6.31          $6.10          $5.42          $6.31
                                                               ========        =======        =======        =======
   Total Return(4)...........................................    16.24%         25.67%         10.69%        (2.89)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
      to Average Net Assets..................................     1.00%          0.98%       1.00%(5)       1.25%(5)
Ratio of Net Investment Income
      to Average Net Assets..................................     3.46%          3.51%       4.04%(5)       1.64%(5)
Portfolio Turnover Rate......................................      159%           170%            45%           159%
Average Commission Paid per
      Investment Security Traded.............................   $0.0440        $0.0378           -(6)        $0.0440
Net Assets, End of Period (in thousands).....................  $199,388       $116,692        $52,213            $18

(1)  August 1, 1994 (inception) through March 31, 1995.
(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.
(6)  Disclosure of average  commission  paid per investment  security traded was
     not required prior to the year ended March 31, 1995.
</TABLE>

See Notes to Financial Statements


Annual Report                                      Financial Highlights    27


                        REPORT OF INDEPENDENT AUDITORS

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

     We have audited the  accompanying  statements of assets and  liabilities of
American Century Capital  Portfolios,  Inc. (formerly  Twentieth Century Capital
Portfolios,  Inc.)  (comprised of the Value and Equity Income  portfolios)  (the
Funds),  including  the  schedules of  investments,  as of March 31,  1997,  the
related statements of operations for the year then ended,  statements of changes
in net assets for each of the two years then ended and financial  highlights for
each of the three  years then ended and for the period  from  September  1, 1993
(inception) to March 31, 1994 for the Value portfolio and the related statements
of  operations  for the year then ended and  statements of changes in net assets
for each of the two years then ended and  financial  highlights  for each of the
two years then ended and for the period from August 1, 1994 (inception) to March
31,  1995 for the  Equity  Income  portfolio.  These  financial  statements  and
financial  highlights  are the  responsibility  of the  Funds'  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
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 as of March
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 audits  provide a  reasonable  basis for our
opinion.

     In our opinion,  the financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
each  of  the  respective   portfolios   comprising   American  Century  Capital
Portfolios, Inc. at March 31, 1997, and the results of their operations, changes
in their net assets,  and financial  highlights for the periods indicated above,
in conformity with generally accepted accounting principles.


                                                            /s/Ernst & Young LLP
                                                            Ernst & Young LLP

Kansas City, Missouri
April 25, 1997


28   Report of Independent Auditors                American Century Investments


                         SHARE CLASS AND RETIREMENT
                                 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.

     But  increasing  numbers of investors are  purchasing  fund shares  through
financial  intermediaries  who  expect  to be  compensated  for  the  additional
services  they  provide.  In  September,  American  Century began to offer three
classes  of shares  for the  Value and  Equity  Income  funds.  One class is for
investors who still buy directly from American Century,  the other for investors
who buy through financial intermediaries.

     The  original  class of Value and Equity  Income  fund 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 fund 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
investors  pay an  annual  management  fee that is 0.25%  less than that paid by
Investor  Class  investors,  but Advisor Class  investors  also pay 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 third class,  the  Investor  Class,  had not  commenced as of March 31,
1997.

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

IMPORTANT NOTICE FOR ALL IRA AND 403(B) SHAREHOLDERS

     As required by law, any  distributions  you receive from an IRA and certain
403(b)  distributions [not eligible for rollover to an IRA or to another 403(b)]
are subject to federal  income tax  withholding  at the rate of 10% of the total
amount withdrawn,  unless you elect not to have withholding  apply. If you don't
want us to withhold on this amount, you may send us a written notice not to have
the federal  income tax  withheld.  Your written  notice is valid for six months
from the date of receipt at 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                     Share Class and Retirement Information   29


                                    NOTES


30   Notes                                       American Century Investments


                                     NOTES


Annual Report                                                     Notes    31


                            BACKGROUND INFORMATION

INVESTMENT PHILOSOPHY & POLICIES

     The American  Century Group offers seven 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
is convinced 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 an index  created by Standard & Poor's  Corporation  that is
considered  to be a  broad  measure  of U.S.  stock  market  performance.  It is
composed primarily of large-capitalization stocks.

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


                PORTFOLIO MANAGEMENT TEAM
                -------------------------
                Vice President & Portfolio Manager Phil Davidson
                Vice President & Portfolio Manager Peter Zuger


32   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 26-27.

PORTFOLIO STATISTICS

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

o    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.

o    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.)

o    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.

o    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.
     (See Note 2 in the Notes to Financial Statements.)

TYPES OF STOCKS

o    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.

o    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.

o    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.

o    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.

o    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.

o    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.

o    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

o    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.)


Annual Report                                                  Glossary    33


[american century logo]
American
Century(sm)

P.O. Box 419200
Kansas City, Missouri
64141-6200

Person-to-Person Assistance:
1-800-345-2021 or 816-531-5575

Automated Information Line:
1-800-345-8765

Telecommunications Device for the Deaf:
1-800-634-4113 or 816-444-3485

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.

American Century Investment Services, Inc.

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