AMERICAN CENTURY CAPITAL PORTFOLIOS INC, 485APOS, 1998-04-15

AMERICAN CENTURY CAPITAL PORTFOLIOS INC
485APOS, 1998-04-15

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As filed with the Securities and Exchange Commission on April 15, 1998

1933 Act File No. 33-64872; 1940 Act File No. 811-7820

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 __X__

Pre-Effective Amendment No. ______

Post-Effective Amendment No. __10__ __X__

REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 __X__

Amendment No. __10__
(Check appropriate box or boxes.)

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.
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(Exact Name of Registrant as Specified in Charter)

American Century Tower, 4500 Main Street, Kansas City, MO 64111
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(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code (816) 531-5575

William M. Lyons, Esq.

American Century Tower, 4500 Main Street, Kansas City, MO 64111
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(Name and address of Agent for Service)

Approximate Date of Proposed Public Offering: June 30, 1998

It is proposed that this filing will become effective (check appropriate box)
_____ immediately upon filing pursuant to paragraph (b) of Rule 485
_____ on (date) pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a) of Rule 485
__X__ on June 30, 1998 pursuant to paragraph (a) of Rule 485
_____ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
_____ on (date) pursuant to paragraph (a)(2) of Rule 485

The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2. The Rule 24f-2 notice for the
fiscal year ended March 31, 1997, was filed on May 30, 1997.

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The Investor Class Prospectus of American Century Real Estate Fund dated
February 17, 1998 is incorporated herein by reference to the Registrants filing
pursuant to Rule 497(b) on February 17, 1998 (accession #0000908186-98-000006).

The Institutional Class Prospectus of American Century Real Estate Fund dated
February 17, 1998 is incorporated herein by reference to the Registrants filing
pursuant to Rule 497(b) on February 17, 1998 (accession #0000908186-98-000006).

The Advisor Class Prospectus of American Century Real Estate Fund dated February
17, 1998 is incorporated herein by reference to the Registrants filing pursuant
to Rule 497(b) on February 17, 1998 (accession #0000908186-98-000006).
<PAGE>
================================================================================
CROSS REFERENCE SHEET

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N-1A Item No. Location
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PART A

Item 1. Cover Page Cover Page
Item 2. Synopsis Transaction and Operating
Expense Table
Item 3. Condensed Financial Financial Highlights
Information
Item 4. General Description Investment Policies of
Registrant the Fund; Other Investment
Practices, Their Characteristics
and Risks; Performance
Advertising; Distributions;
Further Information About
American Century
Item 5. Management of the Management
Fund
Item 6. Capital Stock and Further Information About
Other Securities American Century
Item 7. Purchase of Securities How to Open An Account;
Being Offered How to Exchange From One
Account to Another;
Share Price; Distributions
Item 8. Redemption How to Redeem Shares;
Signature Guarantee
Item 9. Pending Legal N/A
Proceedings

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PART B
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Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information N/A
Item 13. Investment Objectives Investment Objectives of
and Policies the Funds; Fundamental
Policies of the Funds;
Investment Restrictions;
Forward Currency Exchange
Contracts; An Explanation of
Fixed Income Securities Ratings;
Short Sales; Portfolio Lending;
Portfolio Turnover; Futures Contracts;
Municipal Leases
Item 14. Management of the Officers and Directors;
Registrant Management;
Custodians
Item 15. Control Persons Capital Stock
and Principal
Holders of Securities
Item 16. Investment Advisory Management;
and Other Services Custodians
Item 17. Brokerage Allocation Brokerage;
Performance Advertising
Item 18. Capital Stock and Capital Stock;
Other Securities Multiple Class Structure
Item 19. Purchase, Redemption N/A
and Pricing of
Securities Being
Offered
Item 20. Tax Status N/A
Item 21. Underwriters N/A
Item 22. Calculation of Yield Performance Advertising
Quotations of Money
Market Funds
Item 23. Financial Statements Financial Statements
<PAGE>
PROSPECTUS

June 30, 1998

American
Century
Group

Value
Small Cap Value
Equity Income

INVESTOR CLASS

AMERICAN CENTURY INVESTMENTS

FAMILY OF FUNDS

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

AMERICAN CENTURY INVESTMENTS

BENHAM GROUP AMERICAN CENTURY GROUP TWENTIETH CENTURY GROUP

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

Value
Small Cap Value
Equity Income

PROSPECTUS

June 30, 1998

Value * Small Cap Value * Equity Income

INVESTOR CLASS

American Century Capital Portfolios, Inc.

American Century Capital Portfolios, Inc. is a part of American Century
Investments, a family of funds that includes nearly 70 no-load mutual funds
covering a variety of investment opportunities. Three of the funds from our
American Century Group that invest in equity securities are described in this
Prospectus.

Their investment objectives are listed on page 2 of this Prospectus. The other
funds are described in separate prospectuses.

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

This Prospectus gives you information about the funds that you should know
before investing. Please read this Prospectus carefully and retain it for future
reference. Additional information is included in the Statement of Additional
Information dated June 30, 1998, and filed with the Securities and Exchange
Commission. It is incorporated into this Prospectus by reference. To obtain a
copy without charge, call or write:

American Century Investments
4500 Main Street o P.O. Box 419200
Kansas City, Missouri 64141-6200o 1-800-345-2021
International calls: 816-531-5575
Telecommunications Device for the Deaf:
1-800-634-4113 o In Missouri: 816-444-3485
www.americancentury.com

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

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

INVESTMENT OBJECTIVES OF THE FUNDS

AMERICAN CENTURY VALUE FUND

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

AMERICAN CENTURY SMALL CAP VALUE FUND

The investment objective of Small Cap Value is long-term capital growth. Income
is a secondary objective. The fund seeks to achieve its investment objective by
investing primarily in equity securities of companies with smaller market
capitalization that management believes to be undervalued at the time of
purchase.

AMERICAN CENTURY EQUITY INCOME FUND

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

There is no assurance that the funds will achieve their investment objectives.

NO PERSON IS AUTHORIZED BY THE FUNDS TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY OR ON BEHALF OF THE FUNDS, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.

TABLE OF CONTENTS

Investment Objectives of the Funds ........................................
Transaction and Operating Expense Table ...................................
Financial Highlights ......................................................

INFORMATION REGARDING THE FUNDS ...........................................

Investment Policies of the Funds ..........................................
Value ............................................................
Small Cap Value ..................................................
Equity Income ....................................................
Policies Applicable to All Funds .................................
Other Investment Practices, Their Characteristics
and Risks ..............................................................
Foreign Securities ...............................................
Equity Securities ................................................
Forward Currency Exchange Contracts ..............................
Investments in Smaller Companies .................................
Portfolio Turnover ...............................................
Repurchase Agreements ............................................
Futures Contracts ................................................
Derivative Securities ............................................
When-Issued Securities ...........................................
Investments in Companies with Limited
Operating Histories .....................................
Short Sales ......................................................
Rule 144A Securities .............................................
Performance Advertising ...................................................

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

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

ADDITIONAL INFORMATION YOU SHOULD KNOW

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

TRANSACTION AND OPERATING EXPENSE TABLE

Value Small Cap
Equity Income Value

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

ANNUAL FUND OPERATING EXPENSES:
(as a percentage of net assets)
Management Fees(2) ................................... 1.00% 1.25%
12b-1 Fees ........................................... none none
Other Expenses(3) .................................... 0.00% 0.00%
Total Fund Operating Expenses ........................ 1.00% l.25%

EXAMPLE
You would pay the following expenses on a 1 year $10 $13
$1,000 investment, assuming a 5% annual return 3 years 32 39
and redemption at the end of each time period: 5 years 55 68
10 years 122 150

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

(2) A portion of the management fee may be paid by the fund's manager to
unaffiliated third parties who provide recordkeeping and administrative
services that would otherwise be performed by an affiliate of the manager.
See "Management - Transfer and Administrative Services," page ___.

(3) Other expenses, which includes the fees and expenses (including legal
counsel fees) of those directors who are not "interested persons" as
defined in the Investment Company Act, were less than 0.01 of 1% of average
net assets for the most recent fiscal year.

The purpose of this table is to help you understand the various costs and
expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in the class of shares of the funds offered by
this Prospectus. The example set forth above assumes reinvestment of all
dividends and distributions and uses a 5% annual rate of return as required by
SEC regulations.

Neither the 5% rate of return nor the expenses shown above should be considered
indications of past or future returns and expenses. Actual returns and expenses
may be greater or less than those shown.

The shares offered by this Prospectus are Investor Class shares and have no
up-front or deferred sales charges, commissions, or 12b-1 fees. The funds
offerother classes of shares, primarily to institutional investors, that have
different fee structures than the Investor Class. The difference in the fee
structures among the classes is the result of their separate arrangements for
shareholder and distribution services and not the result of any difference in
amounts charged by the manager for core investment advisory services.
Accordingly, the core investment advisory expenses do not vary by class. A
difference in fees will result in different performance for the other classes.
For additional information about the various classes, see "Further Information
About American Century," page xx.

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

VALUE

The Financial Highlights for the fiscal year ended March 31, 1998 have been
audited by Deloitte & Touche LLP, independent auditors, whose report thereon
appears in the fund's annual report, which is incorporated by reference into the
Statement of Additional Information. The annual report contains additional
performance information and will be made available upon request and without
charge. The Financial Highlights for the fiscal year ended on March 31, 1997
have been audited by other independent auditors. The information presented is
for a share outstanding throughout the period ended March 31, except as noted.

1998 1997 1996 1995 1994(1)

PER-SHARE DATA
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period ............... -- $ 6.32 $ 5.46 $ 4.98 $ 5.01
Income From Investment Operations
Net Investment Income(2) ................... -- 0.12 0.13 0.12 0.08
Net Realized and Unrealized Gain (Loss) on
Investment Transactions ........... -- 0.87 1.34 0.75 (0.04)
---- ---- ---- ---- -----
Total From Investment Operations ........... -- 0.99 1.47 0.87 0.04
---- ---- ---- ---- -----
Distributions
From Net Investment Income ................. -- (0.12) (0.12) (0.12) (0.07)
In Excess of Net Investment Income ......... -- -- (0.01) -- --
From Net Realized Gains on Investment
Transactions ...................... -- (0.61) (0.48) (0.27) --
---- ---- ---- ---- -----
Total Distributions ........................ -- (0.73) (0.61) (0.39) (0.07)
---- ---- ---- ---- -----
Net Asset Value, End of Period ...................... -- $ 6.58 $ 6.32 $ 5.46 $ 4.98
=========== ============ ============ ============ ==========
Total Return(3) ............................ -- 15.92% 28.06% 18.56% 0.83%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to
Average Net Assets ................ -- 1.00% 0.97% 1.00% 1.00%(4)
Ratio of Net Investment Income to
Average Net Assets ................ -- 1.86% 2.17% 2.65% 3.37%(4)
Portfolio Turnover Rate .................... -- 111% 145% 94% 79%
Average Commission Paid per Share of
Equity Security Traded ............ -- $ 0.0459 $ 0.0409 -(5) -(5)
Net Assets, End of Period (in thousands) ... -- $ 1,743,582 $ 881,885 $ 348,281 $ 87,798
</TABLE>
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(1) September 1, 1993 (inception) through March 31, 1994.

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

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

(4) Annualized.

(5) Disclosure of average commission paid per share of equity security traded
was not required prior to the year ended March 31, 1995.

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

EQUITY INCOME

1998 1997 1996 1995(1)

PER-SHARE DATA
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period ....................... -- $ 6.10 $ 5.42 $ 5.00
---- ---- ---- ----
Income From Investment Operations
Net Investment Income(2) ........................... -- 0.22 0.20 0.09
Net Realized and Unrealized Gain (Loss) on
Investment Transactions ................... -- 0.75 1.13 0.44
---- ---- ---- ----
Total From Investment Operations ................... -- 0.97 1.33 0.53
---- ---- ---- ----
Distributions
From Net Investment Income ......................... -- (0.21) (0.19) (0.09)
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)
---- ---- ---- ----
Net Asset Value, End of Period .............................. -- $ 6.31 $ 6.10 $ 5.42
============ =========== =========== ===========
Total Return(3) .................................... -- 16.24% 25.67% 10.69%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets .. -- 1.00% 0.98% 1.00%(4)
Ratio of Net Investment Income to Average Net Assets -- 3.46% 3.51% 4.04%(4)
Portfolio Turnover Rate ............................ -- 159% 170% 45%
Average Commission Paid per Share of Equity
Security Traded ........................... -- $ 0.0440 $ 0.0378 --(5)
Net Assets, End of Period (in thousands) ........... -- $ 199,388 $ 116,692 $ 52,213
</TABLE>
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(1) August 1, 1994 (inception) through March 31, 1995.

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

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

(4) Annualized.

(5) Disclosure of average commission paid per share of equity security traded
was not required prior to the year ended March 31, 1995.

INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS

The funds have adopted certain investment restrictions that are set forth in the
Statement of Additional Information. Those restrictions, as well as the
investment objectives of the funds identified on page 2 of this Prospectus, and
any other investment policies designated as "fundamental" in this Prospectus or
in the Statement of Additional Information, cannot be changed without
shareholder approval. The funds have implemented additional investment policies
and practices to guide their activities in the pursuit of their respective
investment objectives. These policies and practices, which are described
throughout this Prospectus, are not designated as fundamental policies and may
be changed without shareholder approval.

VALUE

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

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

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

SMALL CAP VALUE

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

The fund will invest its assets primarily in equity securities of companies with
smaller market capitalizations. A company shall be considered to have a smaller
market capitalization if, at the time of investment, it has a market
capitalization which is not greater than the market capitalization of the
largest company contained in the S&P/Barra Small-Cap 600 Value Index. The
S&P/Barra Small-Cap 600 Value Index is a stock index which tracks the
performance of equity securities of smaller capitalization companies contained
in the S&P Small Cap 600 Index which have lower price-to-book value ratios and,
thus, may be more attractive to investors using the value style of investing. As
of December 31, 1997, the largest company contained in the S&P/Barra Small-Cap
600 Value Index had a market capitalization of approximately $2.3 billion, while
the median company contained in the index had a market capitalization of
approximately $387 million.

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

EQUITY INCOME

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

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

POLICIES APPLICABLE TO ALL FUNDS

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

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

The value of fixed income securities fluctuates based on changes in interest
rates and in the credit quality of the issuer. Debt securities that comprise
part of a fund's fixed income portfolio will primarily be limited to "investment
grade" obligations. However, each fund may invest up to 5% of its assets in
"high yield" securities. "Investment grade" means that at the time of purchase,
such obligations are rated within the four highest categories by a nationally
recognized statistical rating organization (for example, at least Baa by Moody's
Investors Service, Inc. or BBB by Standard & Poor's Corporation), or, if not
rated, are of equivalent investment quality as determined by the investment
manager. According to Moody's, bonds rated Baa are medium-grade and possess some
speculative characteristics. A BBB rating by S&P indicates S&P's belief that a
security exhibits a satisfactory degree of safety and capacity for repayment,
but is more vulnerable to adverse economic conditions and changing
circumstances.

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

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

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

In addition, the value of a fund's investments in fixed income securities will
change as prevailing interest rates change. In general, the prices of such
securities vary inversely with interest rates. As prevailing interest rates
fall, the prices of bonds and other securities that trade on a yield basis rise.
When prevailing interest rates rise, bond prices fall. These changes in value
may, depending upon the particular amount and type of fixed income securities
holdings of a fund, impact the net asset value of that fund's shares.

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

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

OTHER INVESTMENT PRACTICES, THEIR
CHARACTERISTICS AND RISKS

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

FOREIGN SECURITIES

Each fund may invest up to 25% of its assets in the securities of foreign
issuers, including debt securities of foreign governments and their agencies,
when these securities meet its standards of selection. The manager defines
"foreign issuer" as an issuer of securities that is domiciled outside the United
States, derives at least 50% of its total revenue from production or sales
outside of the United States, and/or whose principal trading market is outside
the United States. The principal business activities of such issuers will be
located in developed countries.

The funds may make such investments either directly in foreign securities or
indirectly by purchasing depositary receipts for foreign securities. Depositary
receipts or depositary shares or similar instruments (collectively "depositary
receipts") are securities that are listed on exchanges or quoted in the domestic
over-the-counter markets in one country but represent shares of issuers
domiciled in another country. Direct investments in foreign securities may be
made either on foreign securities exchanges or in the over-the-counter markets.

Subject to their individual investment objectives and policies, the funds may
invest in common stocks, convertible securities, preferred stocks, bonds, notes
and other debt securities of foreign issuers, and debt securities of foreign
governments and their agencies. The funds will limit their purchase of debt
securities to investment-grade obligations.

Investments in foreign securities may present certain risks, including those
resulting from fluctuations in currency exchange rates, future political and
economic developments, clearance and settlement risk, reduced availability of
public information concerning issuers, and the lack of uniform accounting,
auditing, financial reporting standards and practices and requirements
comparable to those applicable to domestic issuers.

EQUITY SECURITIES

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

Each fund will limit its holdings of convertible debt securities to those that,
at the time of purchase, are rated at least B- by S&P or B3 by Moody's, or, if
not rated by S&P or Moody's, are of equivalent investment quality as determined
by the manager. A fund's investments in convertible debt securities and other
high yield, non-convertible debt securities rated below investment grade will
comprise less than 35% of the fund's net assets. Debt securities rated below the
four highest categories are not considered "investment grade" obligations. These
securities have speculative characteristics and present more credit risk than
investment grade obligations. For a description of the S&P and Moody's ratings
categories, see "An Explanation of Fixed Income Securities Ratings," in the
Statement of Additional Information. Equity equivalents may also include
securities whose value or return is derived from the value or return of a
different security. Depositary receipts, which are described in the following
section, are an example of the type of derivative security in which the fund
might invest.

FORWARD CURRENCY EXCHANGE CONTRACTS

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

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

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

By entering into a forward currency exchange contract with respect to the
specific purchase or sale of a security denominated in a foreign currency, a
fund can "lock in" an exchange rate between the trade and settlement dates for
that purchase or sale. This practice is sometimes referred to as "transaction
hedging." Each fund may enter into transaction hedging contracts with respect to
all or a substantial portion of its foreign securities trades.

When the manager believes that a particular currency may decline in value
compared to the U.S. dollar, a fund may enter into forward currency exchange
contracts to sell the value of some or all of the fund's portfolio securities
either denominated in, or whose value is tied to, that currency. This practice
is sometimes referred to as "portfolio hedging." A fund may not enter into a
portfolio hedging transaction where it would be obligated to deliver an amount
of foreign currency in excess of the aggregate value of its portfolio securities
or other assets denominated in, or whose value is tied to, that currency.

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

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

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

INVESTMENTS IN SMALLER COMPANIES

Small Cap Value will invest primarily in securities of companies having smaller
market capitalizations. These smaller companies may present greater
opportunities for capital appreciation, but may also involve greater risks than
larger issuers. Such companies may have limited product lines, markets or
financial resources, and their securities may trade less frequently and in more
limited volume than the securities of larger companies. In addition, the
securities of such companies may be more likely to be delisted from trading on
their primary exchange. As a result, the securities of smaller companies may
experience significantly more price volatility and less liquidity than
securities of larger companies, and this volatility and limited liquidity may be
reflected in the net asset value of the fund.

PORTFOLIO TURNOVER

The total portfolio turnover rate of the funds are shown in the Financial
Highlights tables of this Prospectus.

Investment decisions to purchase and sell securities are based on the
anticipated contribution of the security in question to the fundIs investment
objectives. The manager believes that the rate of portfolio turnover is
irrelevant when it determines a change is in order to achieve those objectives
and, accordingly, the annual portfolio turnover rate cannot be anticipated.

The portfolio turnover of a fund may be higher than other mutual funds with
similar investment objectives. Higher turnover would generate correspondingly
greater brokerage commissions that the funds pay directly. Higher portfolio
turnover also may increase the likelihood that the capital gains, if any,
realized and distributed by the fund will include short-term capital gains,
which are taxable as ordinary income. See "Taxes," page --.

REPURCHASE AGREEMENTS

Each fund may invest in repurchase agreements when such transactions present an
attractive short-term return on cash that is not otherwise committed to the
purchase of securities pursuant to the investment policies of that fund.

A repurchase agreement occurs when, at the time the fund purchases an
interest-bearing obligation, the seller (a bank or a broker-dealer registered
under the Securities Exchange Act of 1934) agrees to repurchase it on a
specified date in the future at an agreed-upon price. The repurchase price
reflects an agreed-upon interest rate during the time the fund's money is
invested in the security.

Since the security purchased constitutes security for the repurchase obligation,
a repurchase agreement can be considered a loan collateralized by the security
purchased. The fund's risk is the ability of the seller to pay the agreed-upon
repurchase price on the repurchase date. If the seller defaults, the fund may
incur costs in disposing of the collateral, which would reduce the amount
realized thereon. If the seller seeks relief under the bankruptcy laws, the
disposition of the collateral may be delayed or limited. To the extent the value
of the security decreases, the fund could experience a loss.

The funds will limit repurchase agreement transactions to securities issued by
the U.S. government, its agencies and instrumentalities, and will enter into
such transactions only with those banks and securities dealers who are deemed
creditworthy pursuant to criteria adopted by the funds' Board of Directors.

FUTURES CONTRACTS

Each fund may enter into domestic stock index futures contracts. An index
futures contract is an agreement to take or make delivery of an amount of cash
based on the difference between the value of the index at the beginning and at
the end of the contract period.

Rather than actually purchasing the specific financial assets, or the securities
of a market index, the manager may purchase a futures contract, which reflects
the value of such underlying securities. For example, S&P 500 futures reflect
the value of the underlying companies that comprise the S&P 500 Composite Stock
Price Index. If the aggregate market value of the underlying index securities
increases or decreases during the contract period, the value of the S&P 500
futures can be expected to reflect such increase or decrease. As a result, the
manager is able to expose to the equity markets cash that is maintained by the
funds to meet anticipated redemptions or held for future investment
opportunities. Because futures generally settle within a day from the date they
are closed out (compared with three days for the types of equity securities
primarily invested in by the funds) the manager believes that this use of
futures allows the funds to effectively be fully invested in equity securities
while maintaining the liquidity needed by the funds.

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

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

DERIVATIVE SECURITIES

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

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

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

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

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

There is a range of risks associated with derivative investments, including but
not limited to:

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

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

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

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

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

WHEN-ISSUED SECURITIES

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

INVESTMENTS IN COMPANIES WITH LIMITED OPERATING HISTORIES

The funds may invest in the securities of issuers with limited operating
histories. The manager considers an issuer to have a limited operating history
if that issuer has a record of less than three years of continuous operation.

Investments in securities of issuers with limited operating histories may
involve greater risks than investments in securities of more mature issuers. By
their nature, such issuers present limited operating history and financial
information upon which the manager may base its investment decision on behalf of
the funds. In addition, financial and other information regarding such issuers,
when available, may be incomplete or inaccurate.

A fund will not invest more than 5% of its total assets in the securities of
issuers with less than a three-year operating history. The manager will consider
periods of capital formation, incubation, consolidation, and research and
development in determining whether a particular issuer has a record of three
years of continuous operation.

SHORT SALES

A fund may engage in short sales if, at the time of the short sale, the fund
owns or has the right to acquire securities equivalent in kind and amount to the
securities being sold short. Such transactions allow the fund to hedge against
price fluctuations by locking in a sale price for securities it does not wish to
sell immediately.

A fund may make a short sale when it wants to sell the security it owns at a
current attractive price, but also wishes to defer recognition of gain or loss
for federal income tax purposes and for purposes of satisfying certain tests
applicable to regulated investment companies under the Internal Revenue Code and
Regulations.

RULE 144A SECURITIES

The funds may, from time to time, purchase Rule 144A securities when they
present attractive investment opportunities that otherwise meet the funds'
criteria for selection. Rule 144A securities are securities that are privately
placed with and traded among qualified institutional investors rather than the
general public. Although Rule 144A securities are considered "restricted
securities," they are not necessarily illiquid.

With respect to securities eligible for resale under Rule 144A, the staff of the
SEC has taken the position that the liquidity of such securities in the
portfolio of a fund offering redeemable securities is a question of fact for the
Board of Directors to determine, such determination to be based upon a
consideration of the readily available trading markets and the review of any
contractual restrictions. The staff also acknowledges that, while the Board
retains ultimate responsibility, it may delegate this function to the manager.
Accordingly, the Board has established guidelines and procedures for determining
the liquidity of Rule 144A securities and has delegated the day-to-day function
of determining the liquidity of Rule 144A securities to the manager. The Board
retains the responsibility to monitor the implementation of the guidelines and
procedures it has adopted.

Since the secondary market for such securities is limited to certain qualified
institutional investors, the liquidity of such securities may be limited
accordingly and a fund may, from time to time, hold a Rule 144A security that is
illiquid. In such an event, the fund's manager will consider appropriate
remedies to minimize the effect on such fund's liquidity. No fund may invest
more than 15% of its assets in illiquid securities (securities that may not be
sold within seven days at approximately the price used in determining the net
asset value of fund shares).

PERFORMANCE ADVERTISING

From time to time, the funds may advertise performance data. Fund performance
may be shown by presenting one or more performance measurements, including
cumulative total return or average annual total return and yield. Performance
data may be quoted separately for the Investor Class and for the other classes.

Cumulative total return data is computed by considering all elements of return,
including reinvestment of dividends and capital gains distributions, over a
stated period of time. Average annual total return is determined by computing
the annual compound return over a stated period of time that would have produced
the fund's cumulative total return over the same period if the fund's
performance had remained constant throughout.

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

Yield is calculated by adding over a 30-day (or one-month) period all interest
and dividend income (net of fund expenses) calculated on each day's market
values, dividing this sum by the average number of fund shares outstanding
during the period, and expressing the result as a percentage of the fund's share
price on the last day of the 30-day (or one-month) period. The percentage is
then annualized. Capital gains and losses are not included in the calculation.

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

The funds also may include in advertisements data comparing performance with the
performance of non-related investment media, published editorial comments and
performance rankings compiled by independent organizations (such as Lipper
Analytical Services, Inc.) and publications that monitor the performance of
mutual funds. Performance information may be quoted numerically or may be
presented in a table, graph or other illustration. In addition, fund performance
may be compared to well-known indices of market performanceincluding the
Standard and Poor's 500 Index, the Dow Jones Industrial Average, the S&P/Barra
Value Index (with regard to Value), the S&P/Barra Small-Cap 600 Value Index
(with regard to Small Cap Value) and the Lipper Equity Income Fund Index (with
regard to Equity Income). Fund performance also may be compared, on a relative
basis, to other funds in our fund family. This relative comparison, which may be
based upon historical fund performance or historical or expected volatility or
other fund characteristics, may be presented numerically, graphically or in
text. Fund performance also may be combined or blended with other funds in our
fund family, and that combined or blended performance may be compared to the
same indices to which individual funds may be compared.

All performance information advertised by the funds is historical in nature and
is not intended to represent or guarantee future results. The value of fund
shares when redeemed may be more or less than their original cost.

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

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

To reduce expenses and demonstrate respect for our environment, we have
initiated a project through which we will eliminate duplicate copies of most
financial reports and prospectuses to most households and deliver account
statements to most households in a single envelope, even if they have more than
one account. If you would like additional copies of financial reports and
prospectuses or separate mailing of account statements, please call us.

INVESTING IN AMERICAN CENTURY

The following sections explain how to invest in American Century funds,
including purchases, redemptions, exchanges and special services. You will find
more detail about doing business with us by referring to the Investor Services
Guide that you will receive when you open an account.

If you own or are considering purchasing fund shares through an
employer-sponsored retirement plan or through a bank, broker-dealer or other
financial intermediary, the following sections, as well as the information
contained in our Investor Services Guide, may not apply to you. Please read
"Employer-Sponsored Retirement Plans and Institutional Accounts," page 22.

HOW TO OPEN AN ACCOUNT

To open an account, you must complete and sign an application, furnishing your
taxpayer identification number. (You must also certify whether you are subject
to withholding for failing to report income to the IRS.) Investments received
without a certified taxpayer identification number will be returned.

The minimum investment is $2,500 [$1,000 for IRA and Uniform Gifts/Transfers to
Minors Acts (UGMA/UTMA) accounts]. These minimums will be waived if you
establish an automatic investment plan to your account that is the equivalent of
at least $50 per month. See "Automatic Investment Plan," page 17.

The minimum investment requirements may be different for some types of
retirement accounts. Call one of our Investor Services Representatives for
information on our retirement plans, which are available for individual
investors or for those investing through their employers.

PLEASE NOTE: IF YOU REGISTER YOUR ACCOUNT AS BELONGING TO MULTIPLE OWNERS (E.G.,
AS JOINT TENANTS), YOU MUST PROVIDE US WITH SPECIFIC AUTHORIZATION ON YOUR
APPLICATION IN ORDER FOR US TO ACCEPT WRITTEN OR TELEPHONE INSTRUCTIONS FROM A
SINGLE OWNER. OTHERWISE, ALL OWNERS WILL HAVE TO AGREE TO ANY TRANSACTIONS THAT
INVOLVE THE ACCOUNT (WHETHER THE TRANSACTION REQUEST IS IN WRITING OR OVER THE
TELEPHONE).

You may invest in the following ways:

By Mail

Send a completed application and check or money order payable in U.S. dollars to
American Century Investments.

By Wire

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

o Receiving bank and routing number:
Commerce Bank, N.A. (101000019)

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

o Beneficiary account number (BNF ACCT):
2804918

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

o Originator to Beneficiary (OBI):
Name and address of owner of account into which you are investing.

o Bank to Bank Information
(BBI or Free Form Text):

o Taxpayer identification or Social Security number.

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

o Current tax year, previous tax year or rollover designation if an IRA.
Specify whether traditional IRA, Roth IRA, Education IRA, SEP-IRA,
SARSEP-IRA., SIMPLE Employer or SIMPLE Employee.

By Exchange

Call 1-800-345-2021 from 7 a.m. to 7 p.m. Central time to get information on
opening an account by exchanging from another American Century account. See this
page for more information on exchanges.

In Person

If you prefer to work with a representative in person, please visit one of our
Investor Centers, located at:

4500 Main Street
Kansas City, Missouri 64111

4917 Town Center Drive
Leawood, Kansas 66211

1665 Charleston Road
Mountain View, California 94043

2000 S. Colorado Blvd.
Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

Subsequent investments may be made by an automatic bank, payroll or government
direct deposit (see "Automatic Investment Plan," this page) or by any of the
methods below. The minimum investment requirement for subsequent investments is
$250 for checks submitted without the investment slip portion of a previous
statement or confirmation and $50 for all other types of subsequent investments.

By Mail

When making subsequent investments, enclose your check with the investment slip
portion of a previous statement or confirmation. If the investment slip is not
available, indicate your name, address and account number on your check or a
separate piece of paper. (Please be aware that the investment minimum for
subsequent investments is higher without an investment slip.)

By Telephone

Once your account is open, you may make investments by telephone if you have
authorized us (by choosing "Full Services" on your application) to draw on your
bank account. You may call an Institutional Service Representative or use our
Automated Information Line.

By Online Access

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

By Wire

You may make subsequent investments by wire. Follow the wire transfer
instructions on page xx and indicate your account number.

In Person

You may make subsequent investments in person at one of our Investor Centers.
The locations of our Investor Centers are listed on this page.

AUTOMATIC INVESTMENT PLAN

You may elect on your application to make investments automatically by
authorizing us to draw on your bank account regularly. Such investments must be
at least the equivalent of $50 per month. You also may choose an automatic
payroll or government direct deposit. If you are establishing a new account,
check the appropriate box under "Automatic Investments" on your application to
receive more information. If you would like to add a direct deposit to an
existing account, please call an Investor Services Representative.

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

As long as you meet any minimum investment requirements, you may exchange your
fund shares to our other funds up to six times per year per account. An exchange
request will be processed as of the same day it is received, if it is received
before the funds' net asset values are calculated, which is one hour prior to
the close of the New York Stock Exchange for funds issued by American Century
Target Maturities Trust and at the close of the Exchange for all of our other
funds. See "When Share Price is Determined," page 23.

For any single exchange, the shares of each fund being acquired must have a
value of at least $100. However, we will allow investors to set up an Automatic
Exchange Plan between any two funds in the amount of at least $50 per month. See
our Investor Services Guide for further information about exchanges.

If, in any 90-day period, the total of your exchanges and your redemptions from
any one account exceeds the lesser of $250,000 or 1% of the fund's assets,
further exchanges will be subject to special requirements to comply with our
policy on large redemptions. See "Special Requirements for Large Redemptions,"
page 19.

By Mail

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

By Telephone

You can make exchanges over the telephone (either with an Investor Services
Representative or using our Automated Information Line--see page 20) if you have
authorized us to accept telephone instructions. You can authorize this by
selecting "Full Services" on your application or by calling us at 1-800-345-3533
to get the appropriate form.

By Online Access

You can make exchanges online if you have authorized us to accept instructions
over the Internet. You can authorize this by selecting "Full Services" on your
application or by calling us at 1-800-345-2021 to get the appropriate form.

HOW TO REDEEM SHARES

We will redeem or "buy back" your shares at any time. Redemptions will be made
at the next net asset value determined after a complete redemption request is
received.

Please note that a request to redeem shares in an IRA or 403(b) plan must be
accompanied by an executed IRS Form W4-P and a reason for withdrawal as
specified by the IRS.

By Mail

Your written instructions to redeem shares may be made either by a redemption
form, which we will send you upon request, or by a letter to us. Certain
redemptions may require a signature guarantee. Please see "Signature Guarantee,"
page xx.

By Telephone

If you have authorized us to accept telephone instructions, you may redeem your
shares by calling an Investor Services Representative.

By Check-A-Month

If you have at least a $10,000 balance in your account, you may redeem shares by
Check-A-Month. A Check-A-Month plan automatically redeems enough shares each
month to provide you with a check in an amount you choose (minimum $50). To set
up a Check-A-Month plan, please call and request our Check-A-Month brochure.

Other Automatic Redemptions

If you have at least a $10,000 balance in your account, you may elect to make
redemptions automatically by authorizing us to send funds to you or to your
account at a bank or other financial institution. To set up automatic
redemptions, call an Investor Services Representative.

REDEMPTION PROCEEDS

Please note that shortly after a purchase of shares is made by check or
electronic draft (also known as an ACH draft) from your bank, we may wait up to
15 days or longer to send redemption proceeds (to allow your purchase funds to
clear). No interest is paid on the redemption proceeds after the redemption is
processed but before your redemption proceeds are sent.

Redemption proceeds may be sent to you in one of the following ways:

By Check

Ordinarily, all redemption checks will be made payable to the registered owner
of the shares and will be mailed only to the address of record. For more
information, please refer to our Investor Services Guide.

By Wire and ACH

You may authorize us to transmit redemption proceeds by wire or ACH. These
services will be effective 15 days after we receive the authorization.

Your bank will usually receive wired funds within 48 hours of transmission.
Funds transferred by ACH may be received up to seven days after transmission.
Wired funds are subject to a $10 fee to cover bank wire charges, which is
deducted from redemption proceeds. Once the funds are transmitted, the time of
receipt and the funds' availability are not under our control.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

We have elected to be governed by Rule 18f-1 under the Investment Company Act,
which obligates each fund to make certain redemptions in cash. This requirement
to pay redemptions in cash applies to situations where one shareholder redeems,
during any 90-day period, up to the lesser of $250,000 or 1% of the assets of
the fund. Although redemptions in excess of this limitation will also normally
be paid in cash, we reserve the right under unusual circumstances to honor these
redemptions by making payment in whole or in part in readily marketable
securities (a "redemption-in-kind").

If payment is made in securities, the securities, selected by the fund, will be
valued in the same manner as they are in computing the fund's net asset value
and will be provided without prior notice.

If you expect to make a large redemption and would like to avoid any possibility
of being paid in securities, you may do so by providing us with an unconditional
instruction to redeem at least 15 days prior to the date on which the redemption
transaction is to occur. The instruction must specify the dollar amount or
number of shares to be redeemed and the date of the transaction. Receipt of your
instruction 15 days prior to the transaction provides the fund with sufficient
time to raise the cash in an orderly manner to pay the redemption and thereby
minimizes the effect of the redemption on the fund and its remaining
shareholders.

Despite the fund's right to redeem fund shares through a redemption-in-kind, we
do not expect to exercise this option unless a fund has an unusually low level
of cash to meet redemptions and/or is experiencing unusually strong demands for
its cash. Such a demand might be caused, for example, by extreme market
conditions that result in an abnormally high level of redemption requests
concentrated in a short period of time. Absent these or similar circumstances,
we expect redemptions in excess of $250,000 to be paid in cash in any fund with
assets of more than $50 million if total redemptions from any one account in any
90-day period do not exceed one-half of 1% of the total assets of the fund.

REDEMPTION OF SHARES IN LOW-BALANCE ACCOUNTS

Whenever the shares held in an account have a value of less than the required
minimum, a letter will be sent advising you to either bring the value of the
shares held in the account up to the minimum or to establish an automatic
investment that is the equivalent of at least $50 per month. See "How to Open An
Account," page 16. If action is not taken within 90 days of the letter's date,
the shares held in the account will be redeemed and the proceeds from the
redemption will be sent by check to your address of record. We reserve the right
to increase the investment minimums.

SIGNATURE GUARANTEE

To protect your accounts from fraud, some transactions will require a signature
guarantee. Which transactions will require a signature guarantee will depend on
which service options you elect when you open your account. For example, if you
choose "In Writing Only," a signature guarantee is required when:

o redeeming more than $25,000; or

o establishing or increasing a Check-A-Month or automatic transfer on an
existing account.

You can obtain a signature guarantee from a bank or trust company, credit union,
broker-dealer, securities exchange or association, clearing agency or savings
association, as defined by federal law.

For a more in-depth explanation of our signature guarantee policy, or if you
live outside the United States and would like to know how to obtain a signature
guarantee, please consult our Investor Services Guide.

We reserve the right to require a signature guarantee on any transaction, or to
change this policy at any time.

SPECIAL SHAREHOLDER SERVICES

We offer several service options to make your account easier to manage. These
are listed on the account application. Please make note of these options and
elect the ones that are appropriate for you. Be aware that the "Full Services"
option offers you the most flexibility. You will find more information about
each of these service options in our Investor Services Guide.

Our special shareholder services include:

Automated Information Line

We offer an Automated Information Line, 24 hours a day, seven days a week, at
1-800-345-8765. By calling the Automated Information Line, you may listen to
fund prices, yields and total return figures. You may also use the Automated
Information Line to make investments into your accounts (if we have your bank
information on file) and obtain your share balance, value and most recent
transactions. If you have authorized us to accept telephone instructions, you
also may exchange shares from one fund to another via the Automated Information
Line. Redemption instructions cannot be given via the Automated Information
Line.

Online Account Access

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

Open Order Service

Through our open order service, you may designate a price at which to buy shares
of a variable-priced fund by exchange from one of our money market funds, or a
price at which to sell shares of a variable-priced fund by exchange to one of
our money market funds. The designated purchase price must be equal to or lower,
or the designated sale price equal to or higher, than the variable-priced fund's
net asset value at the time the order is placed. If the designated price is met
within 90 calendar days, we will execute your exchange order automatically at
that price (or better). Open orders not executed within 90 days will be
canceled.

If the fund you have selected deducts a distribution from its share price, your
order price will be adjusted accordingly so the distribution does not
inadvertently trigger an open order transaction on your behalf. If you close or
re-register the account from which the shares are to be redeemed, your open
order will be canceled.

Because of their time-sensitive nature, open order transactions are accepted
only by telephone or in person. These transactions are subject to exchange
limitations described in each fund's prospectus, except that orders and
cancellations received before 2 p.m. Central time are effective the same day,
and orders or cancellations received after 2 p.m. Central time are effective the
next business day.

Tax-Qualified Retirement Plans

Each fund is available for your tax-deferred retirement plan. Call or write us
and request the appropriate forms for:

o Individual Retirement Accounts (IRAs);

o 403(b)plans for employees of public school systems and non-profit
organizations; or

o Profit sharing plans and pension plans for corporations and other
employers.

If your IRA and 403(b) accounts do not total $10,000, each account is subject to
an annual $10 fee, up to a total of $30 per year.

You can also transfer your tax-deferred plan to us from another company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

Every account is subject to policies that could affect your investment. Please
refer to the Investor Services Guide for further information about the policies
discussed below, as well as further detail about the services we offer.

(1) We reserve the right for any reason to suspend the offering of shares
for a period of time, or to reject any specific purchase order (including
purchases by exchange). Additionally, purchases may be refused if, in the
opinion of the manager, they are of a size that would disrupt the management of
the fund.

(2) We reserve the right to make changes to any stated investment
requirements, including those that relate to purchases, transfers and
redemptions. In addition, we also may alter, add to or terminate any investor
services and privileges. Any changes may affect all shareholders or only certain
series or classes of shareholders.

(3) Shares being acquired must be qualified for sale in your state of
residence.

(4) Transactions requesting a specific price and date, other than open
orders, will be refused. Once you have mailed or otherwise transmitted your
transaction instructions to us, they may not be modified or canceled.

(5) If a transaction request is made by a corporation, partnership, trust,
fiduciary, agent or unincorporated association, we will require evidence
satisfactory to us of the authority of the individual making the request.

(6) We have established procedures designed to assure the authenticity of
instructions received by telephone. These procedures include requesting personal
identification from callers, recording telephone calls, and providing written
confirmations of telephone transactions. These procedures are designed to
protect shareholders from unauthorized or fraudulent instructions. If we do not
employ reasonable procedures to confirm the genuineness of instructions, then we
may be liable for losses due to unauthorized or fraudulent instructions. The
company, its transfer agent and manager will not be responsible for any loss due
to instructions they reasonably believe are genuine.

(7) All signatures should be exactly as the name appears in the
registration. If the owner's name appears in the registration as Mary Elizabeth
Jones, she should sign that way and not as Mary E. Jones.

(8) Unusual stock market conditions have in the past resulted in an
increase in the number of shareholder telephone calls. If you experience
difficulty in reaching us during such periods, you may send your transaction
instructions by mail, express mail or courier service, or you may visit one of
our Investor Centers. You may also use our Automated Information Line if you
have requested and received an access code and are not attempting to redeem
shares.

(9) If you fail to provide us with the correct certified taxpayer
identification number, we may reduce any redemption proceeds by $50 to cover the
penalty the IRS will impose on us for failure to report your correct taxpayer
identification number on information reports.

(10) We will perform special inquiries on shareholder accounts. A research
fee of $15 per hour may be applied.

REPORTS TO SHAREHOLDERS

At the end of each calendar quarter, we will send you a consolidated statement
that summarizes all of your American Century holdings, as well as an individual
statement for each fund you own that reflects all year-to-date activity in your
account. You may request a statement of your account activity at any time.

With the exception of most automatic transactions, each time you invest, redeem,
transfer or exchange shares, we will send you a confirmation of the transaction.
See the Investor Services Guide for more detail.

CAREFULLY REVIEW ALL THE INFORMATION RELATING TO TRANSACTIONS ON YOUR STATEMENTS
AND CONFIRMATIONS TO ENSURE THAT YOUR INSTRUCTIONS WERE ACTED ON PROPERLY.
PLEASE NOTIFY US IMMEDIATELY IN WRITING IF THERE IS AN ERROR. IF YOU FAIL TO
PROVIDE NOTIFICATION OF AN ERROR WITH REASONABLE PROMPTNESS, I.E., WITHIN 30
DAYS OF NON-AUTOMATIC TRANSACTIONS OR WITHIN 30 DAYS OF THE DATE OF YOUR
CONSOLIDATED QUARTERLY STATEMENT, IN THE CASE OF AUTOMATIC TRANSACTIONS, WE WILL
DEEM YOU TO HAVE RATIFIED THE TRANSACTION.

No later than January 31 of each year, we will send you reports that you may use
in completing your U.S. income tax return. See the Investor Services Guide for
more information.

Each year, we will send you an annual and a semiannual report relating to your
fund, each of which is incorporated herein by reference. The annual report
includes audited financial statements and a list of portfolio securities as of
the fiscal year end. The semiannual report includes unaudited financial
statements for the first six months of the fiscal year, as well as a list of
portfolio securities at the end of the period. You also will receive an updated
prospectus at least once each year. Please read these materials carefully, as
they will help you understand your fund.

EMPLOYER-SPONSORED RETIREMENT PLANS AND INSTITUTIONAL ACCOUNTS

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

If you own or are considering purchasing fund shares through an
employer-sponsored retirement plan, your ability to purchase shares of the
funds, exchange them for shares of other American Century funds, and redeem them
will depend on the terms of your plan.

If you own or are considering purchasing fund shares through a bank,
broker-dealer, insurance company or other financial intermediary, your ability
to purchase, exchange and redeem shares will depend on your agreement with, and
the policies of, such financial intermediary.

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

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

The price of your shares is also referred to as their net asset value. Net asset
value is determined by calculating the total value of a fund's assets, deducting
total liabilities and dividing the result by the number of shares outstanding.
For all American Century funds, except funds issued by American Century Target
Maturities Trust, net asset value is determined as of the close of regular
trading on each day that the New York Stock Exchange is open, usually 3 p.m.
Central time. The net asset values for Target Maturities funds are determined
one hour prior to the close of the Exchange.

Investments and requests to redeem or exchange shares will receive the share
price next determined after receipt by us of the investment, redemption or
exchange request. For example, investments and requests to redeem or exchange
shares received by us or one of our agents or designees before the time as of
which the net asset value of the fund is determined, are effective on, and will
receive the price determined, that day. Investment, redemption and exchange
requests received thereafter are effective on, and receive the price determined
as of, the close of the Exchange on the next day the Exchange is open.

Investments are considered received only when payment is received by us. Wired
funds are considered received on the day they are deposited in our bank account
if they are deposited before the time as of which the net asset value of the
fund is determined.

Investments by telephone pursuant to your prior authorization to us to draw on
your bank account are considered received at the time of your telephone call.

Investment and transaction instructions received by us on any business day by
mail prior to the time as of which the net asset value of the fund is
determined, will receive that day's price. Investments and instructions received
after that time will receive the price determined on the next business day.

If you invest in fund shares through an employer-sponsored retirement plan or
other financial intermediary, it is the responsibility of your plan recordkeeper
or financial intermediary to transmit your purchase, exchange and redemption
requests to the funds' transfer agent prior to the applicable cut-off time for
receiving orders and to make payment for any purchase transactions in accordance
with the funds' procedures or any contractual arrangements with the funds or the
funds' distributor in order for you to receive that day's price.

We have contractual relationships with certain financial intermediaries in which
such intermediaries represent that they have systems to track the time at which
investment orders are received and to segregate orders received at different
times. Based on these representations, the funds have authorized such
intermediaries and their designees to accept purchase and redemption orders on
the funds' behalf up to the applicable cut-off time. The funds will be deemed to
have received such orders upon acceptance by the duly authorized intermediary,
and such orders will be priced at the funds' net asset value next determined
after acceptance on the funds' behalf by such intermediary.

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be summarized as
follows:

The portfolio securities of each fund, except as otherwise noted, listed or
traded on a domestic securities exchange are valued at the last sale price on
that exchange. Portfolio securities primarily traded on foreign securities
exchanges generally are valued at the preceding closing values of such
securities on the exchange where primarily traded. If no sale is reported, or if
local convention or regulation so provides, the mean of the latest bid and asked
prices is used. Depending on local convention or regulation, securities traded
over-the-counter are priced at the mean of the latest bid and asked prices, or
at the last sale price. When market quotations are not readily available,
securities and other assets are valued at fair value as determined in accordance
with procedures adopted by the Board of Directors.

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

The value of an exchange-traded foreign security is determined in its national
currency as of the close of trading on the foreign exchange on which it is
traded or as of the close of business on the New York Stock Exchange, if that is
earlier. That value is then converted to dollars at the prevailing foreign
exchange rate. Trading in securities on European and Far Eastern securities
exchanges and over-the-counter markets is normally completed at various times
before the close of business on each day that the New York Stock Exchange is
open.

If an event were to occur after the value of a security was established but
before the net asset value per share was determined that was likely to
materially change the net asset value, then that security would be valued at
fair value as determined in accordance with procedures adopted by the Board of
Directors.

Trading of these securities in foreign markets may not take place on every New
York Stock Exchange business day. In addition, trading may take place in various
foreign markets on Saturdays or on other days when the New York Stock Exchange
is not open and on which a fund's net asset value is not calculated. Therefore,
such calculation does not take place contemporaneously with the determination of
the prices of many of the portfolio securities used in such calculation and the
value of a fund's portfolio may be affected on days when shares of the fund may
not be purchased or redeemed.

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

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

DISTRIBUTIONS

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

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

A distribution on shares of a fund does not increase the value of your shares or
your total return. At any given time the value of your shares includes the
undistributed net gains, if any, realized by the fund on the sale of portfolio
securities, and undistributed dividends and interest received, less fund
expenses.

Because such gains and dividends are included in the price of your shares, when
they are distributed the price of your shares is reduced by the amount of the
distribution. If you buy your shares through a taxable account just before the
distribution, you will pay the full price for your shares, and then receive a
portion of the purchase price back as a taxable distribution. See "Taxes," this
page.

TAXES

Each fund has elected to be taxed under Subchapter M of the Internal Revenue
Code, which means that to the extent its income is distributed to shareholders,
it pays no income tax.

TAX-DEFERRED ACCOUNTS

If fund shares are purchased through tax-deferred accounts, such as a qualified
employer-sponsored retirement or savings plan, income and capital gains
distributions paid by the fund will generally not be subject to current
taxation, but will accumulate in your account under the plan on a tax-deferred
basis.

Employer-sponsored retirement and savings plans are governed by complex tax
rules. If you elect to participate in your employer's plan, consult your plan
administrator, your plan's summary plan description, or a professional tax
advisor regarding the tax consequences of participation in the plan,
contributions to, and withdrawals or distributions from the plan.

TAXABLE ACCOUNTS

If fund shares are purchased through taxable accounts, distributions of net
investment income and net short-term capital gains are taxable to you as
ordinary income. The dividends from net income may qualify for the 70% dividends
received deduction for corporations to the extent that the fund held shares
receiving the dividend for more than 45 days. Distributions from gains on assets
held longer than 12 months but no more than 18 months (28% rate gain) and/or
assets held longer than 18 months (20% rate gain) are taxable as long-term gains
regardless of the length of time you have held the shares. However, you should
note that any loss realized upon the sale or redemption of shares held for six
months or less will be treated as a long-term capital loss to the extent of any
distribution of long-term capital gain (28% or 20% rate gain) to you with
respect to such shares.

Dividends and interest received by a fund on foreign securities may give rise to
withholding and other taxes imposed by foreign countries. Tax conventions
between certain countries and the United States may reduce or eliminate such
taxes. Foreign countries generally do not impose taxes on capital gains in
respect of investments by non-resident investors. The foreign taxes paid by a
fund will reduce its dividends.

Distributions are taxable to you regardless of whether they are taken in cash or
reinvested, even if the value of your shares is below your cost. If you purchase
shares shortly before a distribution, you must pay income taxes on the
distribution, even though the value of your investment (plus cash received, if
any) will not have increased. In addition, the share price at the time you
purchase shares may include unrealized gains in the securities held in the
investment portfolio of the fund. If these portfolio securities are subsequently
sold and the gains are realized, they will, to the extent not offset by capital
losses, be paid to you as a distribution of capital gains and will be taxable to
you as short-term or long-term capital gains (28% and/or 20% rate gain).

In January of the year following the distribution, if you own shares in a
taxable account, you will receive a Form 1099-DIV notifying you of the status of
your distributions for federal income tax purposes.

Distributions also may be subject to state and local taxes, even if all or a
substantial part of such distributions are derived from interest on U.S.
government obligations which, if you received them directly, would be exempt
from state income tax. However, most but not all states allow this tax exemption
to pass through to fund shareholders when a fund pays distributions to its
shareholders. You should consult your tax advisor about the tax status of such
distributions in your own state.

If you have not complied with certain provisions of the Internal Revenue Code
and Regulations, we are required by federal law to withhold and remit to the IRS
31% of reportable payments (which may include dividends, capital gains
distributions and redemptions). Those regulations require you to certify that
the Social Security number or tax identification number you provide is correct
and that you are not subject to 31% withholding for previous under-reporting to
the IRS. You will be asked to make the appropriate certification on your
application. Payments reported by us that omit your Social Security number or
tax identification number will subject us to a penalty of $50, which will be
charged against your account if you fail to provide the certification by the
time the report is filed and is not refundable.

Redemption of shares of a fund (including redemptions made in an exchange
transaction) will be a taxable transaction for federal income tax purposes and
shareholders generally will recognize a gain or loss in an amount equal to the
difference between the basis of the shares and the amount received. Assuming
that shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and generally will be considered long-term, subject to
tax at a maximum rate of 28% if shareholders have held such shares for a period
of more than 12 months but no more than 18 months and long-term, subject to tax
at a maximum rate of 20% if shareholders have held such shares for a period of
more than 18 months. If a loss is realized on the redemption of fund shares, the
reinvestment in additional fund shares within 30 days before or after the
redemption may be subject to the "wash sale" rules of the Internal Revenue Code,
resulting in a postponement of the recognition of such loss for federal income
tax purposes.

In addition to the federal income tax consequences described above relating to
an investment in a fund, there may be other federal, state or local tax
considerations that depend upon the circumstances of each particular investor.
Prospective shareholders are therefore urged to consult their tax advisors with
respect to the effect of this investment on their own specific situations.

MANAGEMENT

INVESTMENT MANAGEMENT

Under the laws of the State of Maryland, the Board of Directors is responsible
for managing the business and affairs of the funds. Acting pursuant to an
investment management agreement entered into with the funds, American Century
Investment Management, Inc. serves as the manager of the funds. Its principal
place of business is American Century Tower, 4500 Main Street, Kansas City,
Missouri 64111. The manager has been providing investment advisory services to
investment companies and institutional clients since it was founded in 1958.

The manager supervises and manages the investment portfolio of a fund and
directs the purchase and sale of its investment securities. It utilizes a team
of portfolio managers, assistant portfolio managers and analysts acting together
to manage the assets of a fund. The team meets regularly to review portfolio
holdings and to discuss purchase and sale activity. The team adjusts holdings in
a fund's portfolio as they deem appropriate in pursuit of the fund's investment
objectives. Individual portfolio manager members of the team may also adjust
portfolio holdings of a funds as necessary between team meetings.

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

Peter A. Zuger, Vice President and Portfolio Manager, joined American Century in
June 1993 as a Portfolio Manager. Prior to joining American Century, Mr. Zuger
served as an investment manager in the Trust Department of NBD Bancorp in
Detroit, Michigan. He is a member of the teams that manage Value, Small Cap
Value and Equity Income.

Phillip N. Davidson, Vice President and Portfolio Manager, joined American
Century in September 1993 as a Portfolio Manager. Prior to joining American
Century, Mr. Davidson served as an investment manager for Boatmen's Trust
Company in St. Louis, Missouri. He is a member of the team that manages Value
and Equity Income.

R. Todd Vingers, Portfolio Manager, joined American Century in August 1994 as an
Investment Analyst, a position he held until February 1998. At that time he was
promoted to Portfolio Manager. Prior to joining American Century, Mr. Vingers
attended the University of Chicago Graduate School of Business from October 1992
to June 1994, where he obtained his MBA degree. He is a member of the team that
manages Small Cap Value.

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

For the services provided to the Investor Class of the funds, the manager
receives an annual fee of 1% of the average net assets of Value and Equity
Income and 1.25% of the average net assets of Small Cap Value.

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

CODE OF ETHICS

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

TRANSFER AND ADMINISTRATIVE SERVICES

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

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

Although there is no sales charge levied by the funds, transactions in shares of
the funds may be executed by brokers or investment advisors who charge a
transaction-based fee or other fee for their services. Such charges may vary
among broker-dealers and financial advisors, but in all cases will be retained
by the broker-dealer or financial advisor and not remitted to the funds or the
manager. You should be aware of the fact that these transactions may be made
directly with American Century without incurring such fees.

From time to time, special services may be offered to shareholders who maintain
higher share balances in our family of funds. These services may include the
waiver of minimum investment requirements, expedited confirmation of shareholder
transactions, newsletters and a team of personal representatives. Any expenses
associated with these special services will be paid by the manager.

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

Pursuant to a Sub-Administration Agreement with the manager, Funds Distributor,
Inc. (FDI) serves as the Co-Administrator for the funds. FDI is responsible for
(i) providing certain officers of the funds and (ii) reviewing and filing
marketing and sales literature on behalf of the funds. The fees and expenses of
FDI are paid by the manager out of its unified fee.

DISTRIBUTION OF FUND SHARES

The funds' shares are distributed by FDI, a registered broker-dealer. FDI is a
wholly-owned indirect subsidiary of Boston Institutional Group, Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109. The Investor Class of shares does not pay any commissions or sales loads
to the distributor or to any other broker-dealers or financial intermediaries in
connection with the distribution of fund shares.

Investors may open accounts with American Century only through the distributor.
All purchase transactions in the funds offered by this Prospectus are processed
by the transfer agent, which is authorized to accept any instructions relating
to fund accounts. All purchase orders must be accepted by the distributor. All
fees and expenses of FDI in acting as distributor for the funds are paid by the
manager.

FURTHER INFORMATION ABOUT AMERICAN CENTURY

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

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

The principal office of the funds is American Century Tower, 4500 Main Street,
P.O. Box 419200, Kansas City, Missouri 64141-6200. All inquiries may be made by
mail to that address, or by telephone to 1-800-345-2021 (international calls:
816-531-5575).

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

American Century offers four classes of Value and Equity Income: an Investor
Class, an Institutional Class, a Service Class, and an Advisor Class. American
Century offers three classes of the Real Estate and Small Cap Value funds: an
Investor Class, an Institutional Class and an Advisor Class. The shares offered
by this Prospectus are Investor Class shares and have no up-front charges,
commissions, or 12b-1 fees.

The other classes of shares are primarily offered to institutional investors or
through institutional distribution channels, such as employer-sponsored
retirement plans or through banks, broker-dealers, insurance companies or other
financial intermediaries. The other classes have different fees, expenses,
and/or minimum investment requirements than the Investor Class. The difference
in the fee structures among the classes is the result of their separate
arrangements for shareholder and distribution services and not the result of any
difference in amounts charged by the manager for core investment advisory
services. Accordingly, the core investment advisory expenses do not vary by
class. Different fees and expenses will affect performance. For additional
information concerning the other classes of shares not offered by this
Prospectus, call us at 1-800-345-3533 or contact a sales representative or
financial intermediary who offers those classes of shares.

Except as described below, all classes of shares of a fund have identical
voting, dividend, liquidation and other rights, preferences, terms and
conditions. The only differences among the various classes are (a) each class
may be subject to different expenses specific to that class, (b) each class has
a different identifying designation or name, (c) each class has exclusive voting
rights with respect to matters solely affecting such class, (d) each class may
have different exchange privileges, and (e) the Institutional Class may provide
for automatic conversion from that class into shares of the Investor Class of
the same fund.

Each share, irrespective of series or class, is entitled to one vote for each
dollar of net asset value applicable to such share on all questions, except for
those matters that must be voted on separately by the series or class of shares
affected. Matters affecting only one series or class are voted upon only by that
series or class.

Shares have non-cumulative voting rights, which means that the holders of more
than 50% of the votes cast in an election of directors can elect all of the
directors if they choose to do so, and in such event the holders of the
remaining votes will not be able to elect any person or persons to the Board of
Directors.

Unless required by the Investment Company Act, it will not be necessary for the
funds to hold annual meetings of shareholders. As a result, shareholders may not
vote each year on the election of directors or the appointment of auditors.
However, pursuant to the funds' by-laws, the holders of shares representing at
least 10% of the votes entitled to be cast may request the funds to hold a
special meeting of shareholders. We will assist in the communication with other
shareholders.

WE RESERVE THE RIGHT TO CHANGE ANY OF OUR POLICIES, PRACTICES AND PROCEDURES
DESCRIBED IN THIS PROSPECTUS, INCLUDING THE STATEMENT OF ADDITIONAL INFORMATION,
WITHOUT SHAREHOLDER APPROVAL EXCEPT IN THOSE INSTANCES WHERE SHAREHOLDER
APPROVAL IS EXPRESSLY REQUIRED.

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

Investor Services:
1-800-345-2021 or 816-531-5575

Automated Information Line:
1-800-345-8765

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

Fax: 816-340-4655

www.americancentury.com

9702
SH-BKT-7806
<PAGE>
PROSPECTUS

June 30, 1998

American
Century
Group

Value
Small Cap Value
Equity Income

Institutional Class

AMERICAN CENTURY INVESTMENTS

FAMILY OF FUNDS

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

AMERICAN CENTURY INVESTMENTS

BENHAM GROUP AMERICAN CENTURY GROUP TWENTIETH CENTURY GROUP

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

Value
Small Cap Value
Equity Income

PROSPECTUS

June 30, 1998

VALUE
SMALL CAP VALUE
EQUITY INCOME

Institutional Class

American Century Capital Portfolios, Inc.

Their investment objectives are listed on page 2 of this Prospectus. The other
funds are described in separate prospectuses.

Each fund's shares offered in this Prospectus (the Institutional Class shares)
are sold at their net asset value with no sales charges or commissions.

The Institutional Class shares are made available for purchase by large
institutional shareholders, such as bank trust departments, corporations,
endowments, foundations and financial advisors that meet the fundsI minimum
investment requirements. Institutional Class shares are not available for
purchase by insurance companies or participant-directed employer-sponsored
retirement plans.

American Century Investments
4500 Main Street o P.O. Box 419385
Kansas City, Missouri 64141-6385o 1-800-345-3533
International calls: 816-531-5575
Telecommunications Device for the Deaf:
1-800-345-1833o In Missouri: 816-444-3038
www.americancentury.com

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

INVESTMENT OBJECTIVES OF THE FUNDS

AMERICAN CENTURY VALUE FUND

AMERICAN CENTURY SMALL CAP VALUE FUND

AMERICAN CENTURY EQUITY INCOME FUND

There is no assurance that the funds will achieve its investment objective.

NO PERSON IS AUTHORIZED BY THE FUND TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY OR ON BEHALF OF THE FUND, AND YOU SHOULD NOT RELY
ON ANY OTHER INFORMATION OR REPRESENTATION.

TABLE OF CONTENTS

INFORMATION REGARDING THE FUNDS

Investment Policies of the Funds ..........................................
Value ..................................................................
Equity Income ..........................................................
Policies Applicable to Both Funds ......................................
Other Investment Practices, Their Characteristics
and Risks ..............................................................
Foreign Securities .....................................................
Equity Securities ......................................................
Forward Currency Exchange Contracts ....................................
Investments in Smaller Companies
Portfolio Turnover .....................................................
Repurchase Agreements ..................................................
Index Futures Contracts ................................................
Derivative Securities ..................................................
When-Issued Securities ..................................................
Investments in Companies with Limited Operating Histories
Short Sales ............................................................
Rule 144A Securities ...................................................
Performance Advertising ...................................................

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

American Century Investments ..............................................
Investing in American Century .............................................
How to Open an Account ....................................................
By Mail ........................................................
By Wire ........................................................
By Exchange ....................................................
In Person ......................................................
Subsequent Investments ..............................................
By Mail ........................................................
By Telephone ...................................................
By Wire ........................................................
In Person ......................................................
Automatic Investment Plan ...........................................
Minimum Investment ........................................................
How to Exchange from One Account to Another ...............................
By Mail ........................................................
By Telephone ...................................................
How to Redeem Shares ......................................................
By Mail ........................................................
By Telephone ...................................................
By Check-A-Month ...............................................
Other Automatic Redemptions ....................................
Redemption Proceeds .................................................
By Check .......................................................
By Wire and ACH ................................................
Special Requirements for Large Redemptions ..........................
Signature Guarantee .......................................................
Special Shareholder Services ..............................................
Open Order Service .............................................
Tax-Qualified Retirement Plans .................................
Important Policies Regarding Your Investments .............................
Reports to Shareholders ...................................................
Customers of Banks, Broker-Dealers
and Other Financial Intermediaries ......................................

ADDITIONAL INFORMATION YOU SHOULD KNOW

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

TRANSACTION AND OPERATING EXPENSE TABLE

Value Small Cap
Equity Income Value

SHAREHOLDER TRANSACTION EXPENSES:

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

ANNUAL FUND OPERATING EXPENSES:
(as a percentage of net assets)

Management Fees ........................................ 0.80% 1.05%
12b-1 Fees ............................................. none none
Other Expenses(1) ...................................... 0.00% 0.00%
Total Fund Operating Expenses .......................... 0.80% 1.05%

EXAMPLE
You would pay the following expenses on a 1 year $ 8 $11
$1,000 investment, assuming a 5% annual return 3 years 26 33
and redemption at the end of each time period: 5 years 44 58
10 years 99 128

(1) Other expenses, which include the fees and expenses (including legal
counsel fees) of those directors who are not "interested persons" as
defined in the Investment Company Act, were less than 0.01 of 1% of average
net assets for the most recent fiscal year.

The shares offered by this Prospectus are Institutional Class shares. The funds
offer other classes of shares, one of which is primarily made available to
retail investors and two that are primarily made available to institutional
investors. The other classes have different fee structures than the
Institutional Class. The difference in the fee structures among the classes is
the result of their separate arrangements for shareholder and distribution
services and not the result of any difference in amounts charged by the manager
for core investment advisory services. Accordingly, the core investment advisory
expenses do not vary by class. A difference in fees will result in different
performance for the other classes. For additional information about the various
classes, see "Further Information About American Century," page xx.

FINANCIAL HIGHLIGHTS

VALUE

The Financial Highlights for the fiscal period ended March 31, 1998 have been
audited by Deloitte & Touche LLP, independent auditors, whose report thereon
appears in the funds' annual report, which is incorporated by reference into the
Statement of Additional Information. The annual report contains additional
performance information and will be made available upon request and without
charge. The information presented is for a share outstanding throughout the
period ended March 31, 1998.

1998(1)
PER-SHARE DATA

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

Net Investment Income(2) ........................................ --

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

From Net Investment Income ...................................... --

In Excess of Net Investment Income .............................. --

From Net Realized Gains on Investment Transactions --
-----
Total Distributions ............................................. --
-----
Net Asset Value, End of Period .................................... --
=====
Total Return(3) ................................................. --

RATIOS/SUPPLEMENTAL DATA

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

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

Portfolio Turnover Rate ......................................... --

Average Commission Paid per Share of Equity Security
Traded .................................................. --

Net Assets, End of Period (in thousands) ........................ --

- ----------

(1) July 31, 1997 (commencement of sale of Institutional Class) through March
31, 1998.

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

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

(4) Annualized.

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

PERFORMANCE INFORMATION OF OTHER CLASS

VALUE

The Institutional Class of shares of the fund was established July 31, 1997. The
financial information in this table regarding selected per share data for the
fund reflects the performance of the fund's Investor Class of shares which have
a total expense ratio that is 0.20% higher than the Institutional Class. Had the
Institutional Class been in existence for the fund for the time periods
presented, the fund's performance information would be higher as a result of the
lower expenses.

The Financial Highlights for the fiscal year ended March 31, 1998 have been
audited by Deloitte & Touche LLP, independent auditors, whose report thereon
appears in the funds' annual report, which is incorporated by reference into the
Statement of Additional Information. The annual report contains additional
performance information and will be made available upon request and without
charge. The Financial Highlights for the fiscal periods ended on or before March
31, 1997 have been audited by other independent auditors. The information
presented is for a share outstanding throughout the years ended March 31, except
as noted.

1998 1997 1996 1995 1994(1)

PER-SHARE DATA

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

Net Investment Income(2) ............... -- 0.12 0.13 0.12 0.08

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

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

In Excess of Net Investment Income ..... -- -- (0.01) -- --

From Net Realized Gains on Investment
Transactions .................... -- (0.61) (0.48) (0.27) --
---------- ---------- ---------- ---------- ----------
Total Distributions .................... -- (0.73) (0.61) (0.39) (0.07)
---------- ---------- ---------- ---------- ----------
Net Asset Value, End of Period ........... -- $ 6.58 $ 6.32 $ 5.46 $ 4.98
========== ========== ========== ========== ==========
Total Return(3) .......................... -- 15.92% 28.06% 18.56% 0.83%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average
Net Assets ...................... -- 1.00% 0.97% 1.00% 1.00%(4)

Ratio of Net Investment Income to
Average Net Assets ..... -- 1.86% 2.17% 2.65% 3.37%(4)

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

Average Commission Paid per Share of
Equity Security Traded .......... -- $ 0.0459 $ 0.0409 --(5) --(5)

Net Assets, End of Period (in thousands) -- $1,743,582 $ 881,885 $ 348,281 $ 87,798
</TABLE>
- ----------

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

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

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

(4) Annualized.

(5) Disclosure of average commission paid per share of equity security traded
was not required prior to the year ended March 31, 1995.

<TABLE>
<CAPTION>
PERFORMANCE INFORMATION OF OTHER CLASS

EQUITY INCOME

1998 1997 1996 1995(1)

PER-SHARE DATA

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

Net Investment Income(2) ............... -- 0.22 0.20 0.09

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

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

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)
---------- ---------- ---------- ----------
Net Asset Value, End of Period ........... -- $ 6.31 $ 6.10 $ 5.42
========== ========== ========== ==========
Total Return(3) ........................ -- 16.24% 25.67% 10.69%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets .............. -- 1.00% 0.98% 1.00%(4)

Ratio of Net Investment Income to
Average Net Assets .............. -- 3.46% 3.51% 4.04%(4)

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

Average Commission Paid per Share of
Equity Security Traded .......... -- $ 0.0440 $ 0.0378 --(5)

Net Assets, End of Period (in thousands) -- $ 199,388 $ 116,692 $ 52,213
</TABLE>
- ----------

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

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

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

(4) Annualized.

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

INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS

VALUE

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

SMALL CAP VALUE

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

EQUITY INCOME

POLICIES APPLICABLE TO ALL FUNDS

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

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

OTHER INVESTMENT PRACTICES, THEIR
CHARACTERISTICS AND RISKS

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

FOREIGN SECURITIES

EQUITY SECURITIES

FORWARD CURRENCY EXCHANGE CONTRACTS

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

INVESTMENTS IN SMALLER COMPANIES

PORTFOLIO TURNOVER

The total portfolio turnover rates of the funds are shown in the Financial
Highlights tables of this Prospectus.

Investment decisions to purchase and sell securities are based on the
anticipated contribution of the security in question to the fund's investment
objectives. The manager believes that the rate of portfolio turnover is
irrelevant when it determines a change is in order to achieve those objectives
and, accordingly, the annual portfolio turnover rate cannot be anticipated.

REPURCHASE AGREEMENTS

FUTURES CONTRACTS

Each fund may enter into domestic stock futures contracts. A futures contract is
an agreement to take or make delivery of an amount of cash based on the
difference between the value of the index at the beginning and at the end of the
contract period.

DERIVATIVE SECURITIES

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

There is a range of risks associated with derivative investments, including but
not limited to:

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

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

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

WHEN-ISSUED SECURITIES

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

SHORT SALES

INVESTMENTS IN COMPANIES WITH LIMITED OPERATING HISTORIES

RULE 144A SECURITIES

Since the secondary market for such securities is limited to certain qualified
institutional investors, the liquidity of such securities may be limited
accordingly and a fund may, from time to time, hold a Rule 144A security that is
illiquid. In such an event, the fund's manager will consider appropriate
remedies to minimize the effect on such fund's liquidity. No fund may invest
more than 10% of its assets in illiquid securities (securities that may not be
sold within seven days at approximately the price used in determining the net
asset value of fund shares).

PERFORMANCE ADVERTISING

From time to time, the funds may advertise performance data. Fund performance
may be shown by presenting one or more performance measurements, including
cumulative total return or average annual total return. Performance data may be
quoted separately for the Institutional Class and for the other classes.

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

The funds also may include in advertisements data comparing performance with the
performance of non-related investment media, published editorial comments and
performance rankings compiled by independent organizations such as Lipper
Analytical Services or Donoghue's Money Fund Report and publications that
monitor the performance of mutual funds. Performance information may be quoted
numerically or may be presented in a table, graph or other illustration. In
addition, fund performance may be compared to well-known indices of market
performanceincluding the Standard and Poor's 500 Index, the Dow Jones Industrial
Average, the S&P/Barra Value Index (with regard to Value), the S&P/Barra
Small-Cap 600 Value Index (with regard to Small Cap Value) and the Lipper Equity
Income Fund Index (with regard to Equity Income). Fund performance also may be
compared, on a relative basis, to other funds in our fund family. This relative
comparison, which may be based upon historical fund performance or historical or
expected volatility or other fund characteristics, may be presented numerically,
graphically or in text. Fund performance also may be combined or blended with
other funds in our fund family, and that combined or blended performance may be
compared to the same indices to which individual funds may be compared.

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

The funds offered by this Prospectus are a part of the American Century
Investments family of mutual funds. Our family provides a full range of
investment opportunities, from the aggressive equity growth funds in our
Twentieth Century Group, to the fixed income funds in our Benham Group, to the
moderate risk and specialty funds in our American Century Group. Please call
1-800-345-3533 for a brochure or prospectuses for the other funds in the
American Century Investments family.

INVESTING IN AMERICAN CENTURY

If you own or are considering purchasing fund shares through an
employer-sponsored retirement plan or through a bank, broker-dealer or other
financial intermediary, the following sections, as well as the information
contained in our Investor Services Guide, may not apply to you. Please read
"Minimum Investment," page xx and "Customers of Banks, Broker-Dealers and Other
Financial Intermediaries," page xx.

HOW TO OPEN AN ACCOUNT

You may invest in the following ways:

By Mail

Send a completed application and check or money order payable in U.S. dollars to
American Century Investments.

By Wire

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

o Receiving bank and routing number:
Commerce Bank, N.A. (101000019)

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

o Beneficiary account number (BNF ACCT):
2804918

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

o Originator to Beneficiary (OBI):
Name and address of owner of account into which you are investing.

o Bank to Bank Information
(BBI or Free Form Text):

o Taxpayer identification or Social Security number.

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

o Current tax year, previous tax year or rollover designation if an IRA.
Specify whether traditional IRA, Roth IRA, Education IRA, SEP-IRA,
SARSEP-IRA, SIMPLE Employer or SIMPLE Employee.

By Exchange

Call 1-800-345-3533 from 7 a.m. to 7 p.m. Central time to get information on
opening an account by exchanging from another American Century account. See this
page for more information on exchanges.

In Person

If you prefer to work with a representative in person, please visit one of our
Investor Centers, located at:

4500 Main Street
Kansas City, Missouri 64111

4917 Town Center Drive
Leawood, Kansas 66211

1665 Charleston Road
Mountain View, California 94043

2000 S. Colorado Blvd.
Denver, Colorado 80222

SUBSEQUENT INVESTMENTS

By Mail

By Telephone

By Wire

You may make subsequent investments by wire. Follow the wire transfer
instructions on page xx and indicate your account number.

In Person

You may make subsequent investments in person at one of our Investor Centers.
The locations of our Investor Centers are listed on this page.

AUTOMATIC INVESTMENT PLAN

MINIMUM INVESTMENT

The minimum investment is $5 million ($3 million for endowments and
foundations). If you invest with us through a bank, broker-dealer or other
financial intermediary, the minimum investment requirement may be met by
aggregating the investments of various clients of your financial intermediary.
The minimum investment requirement may be waived if you or your financial
intermediary, if applicable, has an aggregate investment in our family of funds
of $10 million or more ($5 million for endowments and foundations). If your
balance or the balance of your financial intermediary, if applicable, falls
below the minimum investment requirements due to redemptions or exchanges, we
reserve the right to convert your shares to Investor Class shares of the same
fund. The Investor Class shares have a unified management fee that is 0.20%
higher than the Institutional Class shares.

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

As long as you meet any minimum investment requirements, you may exchange your
fund shares to our other funds up to six times per year per account. An exchange
request will be processed as of the same day it is received, if it is received
before the fund's net asset values are calculated, which is one hour prior to
the close of the New York Stock Exchange for funds issued by American Century
Target Maturities Trust and at the close of the Exchange for all of our other
funds. See "When Share Price is Determined," page xx.

By Mail

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

By Telephone

You can make exchanges over the telephone if you have authorized us to accept
telephone instructions. You can authorize this by selecting "Full Services" on
your application or by calling us at 1-800-345-3533 to get the appropriate form.

HOW TO REDEEM SHARES

We will redeem or "buy back" your shares at any time. Redemptions will be made
at the next net asset value determined after a complete redemption request is
received.

Please note that a request to redeem shares in an IRA or 403(b) plan must be
accompanied by an executed IRS Form W4-P and a reason for withdrawal as
specified by the IRS.

By Mail

By Telephone

If you have authorized us to accept telephone instructions, you may redeem your
shares by calling an Institutional Service Representative.

By Check-A-Month

You may redeem shares by Check-A-Month. A Check-A-Month plan automatically
redeems enough shares each month to provide you with a check in an amount you
choose (minimum $50). To set up a Check-A-Month plan, please call and request
our Check-A-Month brochure.

Other Automatic Redemptions

You may elect to make redemptions automatically by authorizing us to send funds
to you or to your account at a bank or other financial institution. To set up
automatic redemptions, call an Institutional Service Representative.

REDEMPTION PROCEEDS

Redemption proceeds may be sent to you in one of the following ways:

By Check

By Wire and ACH

You may authorize us to transmit redemption proceeds by wire or ACH. These
services will be effective 15 days after we receive the authorization.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

We have elected to be governed by Rule 18f-1 under the Investment Company Act,
which obligates each fund to make certain redemptions in cash, with respect to
any one participant account during any 90-day period, up to the lesser of
$250,000 or 1% of the assets of the fund. Although redemptions in excess of this
limitation will also normally be paid in cash, we reserve the right under
unusual circumstances to honor these redemptions by making payment in whole or
in part in readily marketable securities (a "redemption-in-kind").

If payment is made in securities, the securities, selected by the fund, will be
valued in the same manner as they are in computing the fund's net asset value
and will be provided to the redeeming plan participant or financial intermediary
in lieu of cash without prior notice.

SIGNATURE GUARANTEE

o redeeming more than $25,000; or

o establishing or increasing a Check-A-Month or automatic transfer on an
existing account.

You can obtain a signature guarantee from a bank or trust company, credit union,
broker-dealer, securities exchange or association, clearing agency or savings
association, as defined by federal law.

We reserve the right to require a signature guarantee on any transaction, or to
change this policy at any time.

SPECIAL SHAREHOLDER SERVICES

Our special shareholder services include:

Open Order Service

Tax-Qualified Retirement Plans

Each fund is available for your tax-deferred retirement plan. Call or write us
and request the appropriate forms for:

o Individual Retirement Accounts (IRAs);

o 403(b)plans for employees of public school systems and non-profit
organizations; or

o Profit sharing plans and pension plans for corporations and other
employers.

If your IRA and 403(b) accounts do not total $10,000, each account is subject to
an annual $10 fee, up to a total of $30 per year.

You can also transfer your tax-deferred plan to us from another company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

(3) Shares being acquired must be qualified for sale in your state of
residence.

(8) Unusual stock market conditions have in the past resulted in an
increase in the number of shareholder telephone calls. If you experience
difficulty in reaching us during such periods, you may send your transaction
instructions by mail, express mail or courier service, or you may visit one of
our Investor Centers. You also may use our Automated Information Line if you
have requested and received an access code and are not attempting to redeem
shares.

(10) We will perform special inquiries on shareholder accounts. A research
fee of $15 per hour may be applied.

REPORTS TO SHAREHOLDERS

No later than January 31 of each year, we will send you reports that you may use
in completing your U.S. income tax return. See the Investor Services Guide for
more information.

CUSTOMERS OF BANKS, BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

Information contained in our Investor Services Guide pertains to shareholders
who invest directly with American Century rather than through a bank,
broker-dealer or other financial intermediary.

If you own or are considering purchasing fund shares through a bank,
broker-dealer, or other financial intermediary, your ability to purchase,
exchange and redeem shares will depend on your agreement with, and the policies
of, such financial intermediary.

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

Investments by telephone pursuant to your prior authorization to us to draw on
your bank account are considered received at the time of your telephone call.

If you invest in fund shares through a bank, financial advisor or other
financial intermediary, it is the responsibility of your financial intermediary
to transmit your purchase, exchange and redemption requests to the funds'
transfer agent prior to the applicable cut-off time for receiving orders and to
make payment for any purchase transaction in accordance with the funds'
procedures or any contractual arrangements with the funds or the funds'
distributor in order for you to receive that day's price.

We have contractual relationships with certain financial intermediaries in which
such intermediaries represent that they have systems to track the time at which
investment orders are received and to segregate orders received at different
times. Based on these representations, the funds haveauthorized such
intermediaries and their designees to accept purchase and redemption orders on
the funds' behalf up to the applicable cut-off time. The funds will be deemed to
have received such orders upon acceptance by the duly authorized intermediary,
and such orders will be priced at the funds' net asset value next determined
after acceptance on the funds' behalf by such intermediary.

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be summarized as
follows:

Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed at various times before the close
of business on each day that the New York Stock Exchange is open. If an event
were to occur after the value of a security was established but before the net
asset value per share was determined that was likely to materially change the
net asset value, then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors.

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

The net asset values of the Investor Class are published in leading newspapers
daily. The net asset value of the Institutional Class of each fund may be
obtained by calling us.

DISTRIBUTIONS

TAXES

Each fund has elected to be taxed under Subchapter M of the Internal Revenue
Code, which means that to the extent its income is distributed to shareholders,
it pays no income tax.

TAX-DEFERRED ACCOUNTS

If fund shares are purchased through tax-deferred accounts, such as a qualified
employer-sponsored retirement or savings plan(excluding participant-directed
employer-sponsored retirement plans, which are ineligible to invest in
Institutional Class shares), income and capital gains distributions paid by the
fund will generally not be subject to current taxation, but will accumulate in
your account under the plan on a tax-deferred basis.

TAXABLE ACCOUNTS

If you have not complied with certain provisions of the Internal Revenue Code
and Regulations, we or your financial intermediaryare required by federal law to
withhold and remit to the IRS 31% of reportable payments (which may include
dividends, capital gains distributions and redemptions). Those regulations
require you to certify that the Social Security number or tax identification
number you provide is correct and that you are not subject to 31% withholding
for previous under-reporting to the IRS. You will be asked to make the
appropriate certification on your application. Payments reported by us that omit
your Social Security number or tax identification number will subject us to a
penalty of $50, which will be charged against your account if you fail to
provide the certification by the time the report is filed. This charge is not
refundable.

MANAGEMENT

INVESTMENT MANAGEMENT

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

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

For the services provided to the Institutional Class of the funds, the manager
receives an annual fee of 0.80% of the average net assets of Value and Equity
Income and 1.05% of the average net assets of Small Cap Value.

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

CODE OF ETHICS

TRANSFER AND ADMINISTRATIVE SERVICES

DISTRIBUTION OF FUND SHARES

The funds' shares are distributed by FDI, a registered broker-dealer. FDI is a
wholly-owned indirect subsidiary of Boston Institutional Group, Inc. FDI's
principal business address is 60 State Street, Suite 1300, Boston, Massachusetts
02109. The Institutional Class of shares does not pay any commissions or sales
loads to the distributor or to any other broker-dealers or financial
intermediaries in connection with the distribution of fund shares.

FURTHER INFORMATION ABOUT AMERICAN CENTURY

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

The principal office of the funds is American Century Tower, 4500 Main Street,
P.O. Box 419385, Kansas City, Missouri 64141-6385. All inquiries may be made by
mail to that address, or by telephone to 1-800-345-3533 (international calls:
816-531-5575).

American Century offers four classes of Value and Equity Income: an Investor
Class, an Institutional Class, a Service Class, and an Advisor Class. American
Century offers three classes of the Real Estate and Small Cap Value funds: an
Investor Class, an Institutional Class, and an Advisor Class. The shares offered
by this Prospectus are Institutional Class shares and have no up-front charges,
commissions, or 12b-1 fees.

The Investor Class is primarily made available to retail investors. The Service
Class and Advisor Class are primarily offered to institutional investors or
through institutional distribution channels, such as employer-sponsored
retirement plans or through banks, broker-dealers, insurance companies or other
financial intermediaries. The other classes have different fees, expenses,
and/or minimum investment requirements than the Institutional Class. The
difference in the fee structures among the classes is the result of their
separate arrangements for shareholder and distribution services and not the
result of any difference in amounts charged by the manager for core investment
advisory services. Accordingly, the core investment advisory expenses do not
vary by class. Different fees and expenses will affect performance. For
additional information concerning the other classes of shares not offered by
this Prospectus, call us at 1-800-345-3533 or contact a sales representative or
financial intermediary who offers those classes of shares.

We reserve the right to change any of our policies, practices and procedures
described in this Prospectus, including the Statement of Additional Information,
without shareholder approval except in those instances where shareholder
approval is expressly required.

P.O. Box 419385
Kansas City, Missouri
64141-6385

Institutional Services:
1-800-345-3533 or 816-531-5575

Telecommunications Device for the Deaf:
1-800-345-1833 or 816-444-3038

Fax: 816-340-4655

www.americancentury.com
<PAGE>
PROSPECTUS

June 30, 1998

American
Century
Group

Value
Small Cap Value
Equity Income

Advisor Class

AMERICAN CENTURY INVESTMENTS

FAMILY OF FUNDS

AMERICAN CENTURY INVESTMENTS

BENHAM GROUP AMERICAN CENTURY GROUP TWENTIETH CENTURY GROUP

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

Value
Small Cap Value
Equity Income

PROSPECTUS

June 30, 1998

Value * Small Cap Value * Equity Income

Advisor Class

American Century Capital Portfolios, Inc.

American Century Capital Portfolios, Inc. is a part of American Century
Investments, a family of funds that includes nearly 70 no-load or low-load
mutual funds covering a variety of investment opportunities. Three of the funds
from our American Century Group that invest in equity securities are described
in this Prospectus.

Their investment objectives are listed on page 2 of this Prospectus. The other
funds are described in separate prospectuses.

Each fund's shares offered in this Prospectus (the Advisor Class shares) are
sold at their net asset value with no sales charges or commissions. The Advisor
Class shares are subject to Rule 12b-1 shareholder services and distribution
fees as described in this Prospectus.

The Advisor Class shares are intended for purchase by participants in
employer-sponsored retirement or savings plans and for persons purchasing shares
through broker-dealers, banks, insurance companies and other financial
intermediaries that provide various administrative and distribution services.

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

INVESTMENT OBJECTIVES OF THE FUNDS

AMERICAN CENTURY VALUE FUND

AMERICAN CENTURY SMALL CAP VALUE FUND

AMERICAN CENTURY EQUITY INCOME FUND

There is no assurance that the funds will achieve their investment objectives.

TABLE OF CONTENTS

INFORMATION REGARDING THE FUNDS

Investment Policies of the Funds ..........................................
Value ..................................................................
Small Cap Value
Equity Income ..........................................................
Policies Applicable to All Funds .......................................
Other Investment Practices, Their Characteristics
and Risks ..............................................................
Foreign Securities .....................................................
Equity Securities ......................................................
Forward Currency Exchange Contracts ....................................
Investments in Smaller Companies .......................................
Portfolio Turnover .....................................................
Repurchase Agreements ..................................................
Futures Contracts ......................................................
Derivative Securities ..................................................
When-Issued Securities .................................................
Investments in Companies with Limited Operating Histories
Short Sales ............................................................
Rule 144A Securities ...................................................
Performance Advertising ...................................................

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

How to Purchase and Sell American
Century Funds ..........................................................
How to Exchange from One American
Century Fund to Another ................................................
How to Redeem Shares ......................................................
Special Requirements for Large Redemptions .............................
Telephone Services ........................................................
Investors Line .........................................................

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price ...............................................................
When Share Price Is Determined .........................................
How Share Price Is Determined ..........................................
Where to Find Information About Share Price ............................
Distributions .............................................................
Taxes .....................................................................
Tax-Deferred Accounts ..................................................
Taxable Accounts .......................................................
Management ................................................................
Investment Management ..................................................
Code of Ethics .........................................................
Transfer and Administrative Services ...................................
Distribution Fees .........................................................
Service and Distribution Fees ..........................................
Further Information About American Century ................................

TRANSACTION AND OPERATING EXPENSE TABLE

Value Small Cap
Equity Income Value

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

ANNUAL FUND OPERATING EXPENSES:
(as a percentage of net assets)
Management Fees ............................................ 0.75% 1.00%
12b-1 Fees(1) .............................................. 0.50% 0.50%
Other Expenses(2) .......................................... 0.00% 0.00%
Total Fund Operating Expenses .............................. 1.25% 1.50%

EXAMPLE
You would pay the following expenses on a 1 year $13 $15
$1,000 investment, assuming a 5% annual return 3 years 40 47
and redemption at the end of each time period: 5 years 68 81
10 years 150 178
- ----------

(1) The 12b-1 fee is designed to permit investors to purchase Advisor Class
shares through broker-dealers, banks, insurance companies and other
financial intermediaries. A portion of the fee is used to compensate them
for ongoing recordkeeping and administrative services that would otherwise
be performed by an affiliate of the manager, and a portion is used to
compensate them for distribution and other shareholder services. See
"Service and Distribution Fees," page xx.

(2) Other expenses, which includes the fees and expenses (including legal
counsel fees) of those directors who are not "interested persons" as
defined in the Investment Company Act, were less than 0.01 of 1% of average
net assets for the most recent fiscal year.

The shares offered by this Prospectus are Advisor Class shares. The funds offer
three other classes of shares, one of which is primarily made available to
retail investors and two that are primarily made available to institutional
investors. The other classes have different fee structures than the Advisor
Class. The difference in the fee structures among the classes is the result of
their separate arrangements for shareholder and distribution services and not
the result of any difference in amounts charged by the manager for core
investment advisory services. Accordingly, the core investment advisory expenses
do not vary by class. A difference in fees will result in different performance
for the other classes. For additional information about the various classes, see
"Further Information About American Century," page xx.

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

VALUE

The Financial Highlights for the fiscal year ended March 31, 1998 have been
audited by Deloitte & Touche LLP, independent auditors, whose report thereon
appears in the funds' annual report, which is incorporated by reference into the
Statement of Additional Information. The annual report contains additional
performance information and will be made available upon request and without
charge. The Financial Highlights for the period ended March 31, 1997 have been
audited by other independent auditors. The information presented is for a share
outstanding throughout the period ended March 31, except as noted.

1998 1997(1)
PER-SHARE DATA

<S> <C> <C>
Net Asset Value, Beginning of Period .................. -- $ 6.71
------------ ------------
Income From Investment Operations

Net Investment Income(2) ............................ -- 0.05

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

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

In Excess of Net Investment Income .................. -- --

From Net Realized Gains on Investment Transactions .. -- (0.61)
------------ ------------
Total Distributions ................................. -- (0.66)
------------ ------------
Net Asset Value, End of Period ........................ -- $ 6.58
============ ============

Total Return(3) ..................................... -- 8.07%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ... -- 1.25%(4)

Ratio of Net Investment Income to Average Net Assets -- 1.50%(4)

Portfolio Turnover Rate ............................. -- 111%

Average Commission Paid per Share of Equity Security
Traded ...................................... -- $ 0.0459

Net Assets, End of Period (in thousands) ............ -- $ 29,250
- ----------
</TABLE>

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

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

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

(4) Annualized.

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

EQUITY INCOME

The Financial Highlights for the fiscal year ended March 31, 1998 have been
audited by Deloitte & Touche LLP, independent auditors, whose report thereon
appears in the funds' annual report, which is incorporated by reference into the
Statement of Additional Information. The annual report contains additional
performance information and will be made available upon request and without
charge. The Financial Highlights for the period ended March 31, 1997 have been
audited by other independent auditors. The information presented is for a share
outstanding throughout the period ended March 31, except as noted.

1998 1997(1)

PER-SHARE DATA

<S> <C> <C>
Net Asset Value, Beginning of Period ........................... -- $ 6.57
------- -------
Income From Investment Operations

Net Investment Income(2) ..................................... -- 0.02

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

From Net Investment Income ................................... -- (0.07)

In Excess of Net Investment Income ........................... -- --
------- -------
From Net Realized Gains on Investment Transactions ........... -- --
------- -------
Total Distributions .......................................... -- (0.07)
======= =======
Net Asset Value, End of Period ................................. -- $ 6.31

Total Return(3) .............................................. -- (2.89)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ............ -- 1.25%(4)

Ratio of Net Investment Income to Average Net Assets ......... -- 1.64%(4)

Portfolio Turnover Rate ...................................... -- 159%

Average Commission Paid per Share of Equity Security Traded -- $0.0440

Net Assets, End of Period (in thousands) ..................... -- $ 18
- ----------
</TABLE>

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

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

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

(4) Annualized.

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

PERFORMANCE INFORMATION OF OTHER CLASS

VALUE

The Advisor Class of shares of the fund was established September 3, 1996. The
financial information in this table regarding selected per share data for the
fund reflects the performance of the fund's Investor Class of shares which have
a total expense ratio that is 0.25% lower than the Advisor Class. Had the
Advisor Class been in existence for the fund for the time periods presented, the
fund's performance information would be lower as a result of the additional
expense.

1998 1997 1996 1995 1994(1)

PER-SHARE DATA

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

Net Investment Income(2) ............... -- 0.12 0.13 0.12 0.08

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

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

In Excess of Net Investment Income ..... -- -- (0.01) -- --

From Net Realized Gains on Investment
Transactions .................... -- (0.61) (0.48) (0.27) --
---------- --------------- --------------- --------------- ---------------
Total Distributions .................... -- (0.73) (0.61) (0.39) (0.07)
---------- --------------- --------------- --------------- ---------------
Net Asset Value, End of Period ........... -- $ 6.58 $ 6.32 $ 5.46 $ 4.98
========== =============== =============== =============== ===============
Total Return(3) .......................... -- 15.92% 28.06% 18.56% 0.83%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average
Net Assets ...................... -- 1.00% 0.97% 1.00% 1.00%(4)

Ratio of Net Investment Income to
Average Net Assets ..... -- 1.86% 2.17% 2.65% 3.37%(4)

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

Average Commission Paid per Share of
Equity Security Traded .......... -- $ 0.0459 $ 0.0409 --(5) --(5)

Net Assets, End of Period (in thousands) -- $ 1,743,582 $ 881,885 $ 348,281 $ 87,798
</TABLE>

- ----------

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

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

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

(4) Annualized.

(5) Disclosure of average commission paid per share of equity security traded
was not required prior to the year ended March 31, 1995.

<TABLE>
<CAPTION>
PERFORMANCE INFORMATION OF OTHER CLASS

EQUITY INCOME

1998 1997 1996 1995(1)

PER-SHARE DATA

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

Net Investment Income(2) ............... -- 0.22 0.20 0.09

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

In Excess of Net Investment Income ..... -- -- (0.01) --

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets .............. -- 1.00% 0.98% 1.00%(4)

Ratio of Net Investment Income to
Average Net Assets .............. -- 3.46% 3.51% 4.04%(4)

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

Average Commission Paid per Share of
Equity Security Traded .......... -- $ 0.0440 $ 0.0378 --(5)

Net Assets, End of Period (in thousands) -- $ 199,388 $ 116,692 $ 52,213
</TABLE>

- ----------

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

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

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

(4) Annualized.

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

INFORMATION REGARDING THE FUNDS

INVESTMENT POLICIES OF THE FUNDS

The funds have adopted certain investment restrictions that are set forth in
the Statement of Additional Information. Those restrictions, as well as the
investment objectives of the funds identified on page 2 of this Prospectus, and
any other investment policies designated as "fundamental" in this Prospectus or
in the Statement of Additional Information, cannot be changed without
shareholder approval. The funds have implemented additional investment policies
and practices to guide their activities in the pursuit of their respective
investment objectives. These policies and practices, which are described
throughout this Prospectus, are not designated as fundamental policies and may
be changed without shareholder approval.

VALUE

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

SMALL CAP VALUE

The fund will invest its assets primarily in equity securities of companies with
smaller market capitalizations. A company shall be considered to have a smaller
market capitalization if, at the time of investment, it has a market
capitalization which is not greater than the market capitalization of the
largest company contained in the S&P/Barra Small-Cap 600 Value Index. The
S&P/Barra Small-Cap 600 Value Index is a stock index which tracks the
performance of equity securities of smaller capitalization companies contained
in the S&P Small Cap 600 Index which have higher book value-to-price ratios and,
thus, may be more attractive to investors using the value style of investing. As
of December 31, 1997, the largest company contained in the S&P/Barra Small-Cap
600 Value Index had a market capitalization of approximately $2.3 billion, while
the median company contained in the index had a market capitalization of
approximately $387 million.

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

EQUITY INCOME

POLICIES APPLICABLE TO ALL FUNDS

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

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

OTHER INVESTMENT PRACTICES, THEIR
CHARACTERISTICS AND RISKS

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

FOREIGN SECURITIES

EQUITY SECURITIES

FORWARD CURRENCY EXCHANGE CONTRACTS

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

INVESTMENTS IN SMALLER COMPANIES

PORTFOLIO TURNOVER

The total portfolio turnover rates of the funds are shown in the Financial
Highlights tables of this Prospectus.

REPURCHASE AGREEMENTS

FUTURES CONTRACTS

DERIVATIVE SECURITIES

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

There is a range of risks associated with derivative investments, including but
not limited to:

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

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

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

WHEN-ISSUED SECURITIES

SHORT SALES

INVESTMENTS IN COMPANIES WITH LIMITED OPERATING HISTORIES

RULE 144A SECURITIES

PERFORMANCE ADVERTISING

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

The funds also may include in advertisements data comparing performance with the
performance of non-related investment media, published editorial comments and
performance rankings compiled by independent organizations such as Lipper
Analytical Services or Donoghue's Money Fund Report and publications that
monitor the performance of mutual funds. Performance information may be quoted
numerically or may be presented in a table, graph or other illustration. In
addition, fund performance may be compared to well-known indices of market
performanceincluding the Standard and Poor's 500 Index, the Dow Jones Industrial
Average, the S&P/Barra Value Index (with regard to Value), the S&P/Barra
Small-Cap 600 Value Index (with regard to Small Cap Value) and the Lipper Equity
Income Fund Index (with regard to Equity Income). Fund performance also may be
compared, on a relative basis, to other funds in our fund family. This relative
comparison, which may be based upon historical fund performance or historical or
expected volatility or other fund characteristics, may be presented numerically,
graphically or in text. Fund performance also may be combined or blended with
other funds in our fund family, and that combined or blended performance may be
compared to the same indices to which individual funds may be compared.

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

The following sections explain how to purchase, exchange and redeem Advisor
Class shares of the funds offered by this Prospectus.

HOW TO PURCHASE AND SELL AMERICAN CENTURY FUNDS

One or more of the funds offered by this Prospectus is available as an
investment option under your employer-sponsored retirement or savings plan or
through or in connection with a program, product or service offered by a
financial intermediary, such as a bank, broker-dealer or insurance company.
Because all records of your share ownership are maintained by your plan sponsor,
plan recordkeeper, or other financial intermediary, all orders to purchase,
exchange and redeem shares must be made through your employer or other financial
intermediary, as applicable.

If you are purchasing through a retirement or savings plan, the administrator of
your plan or your employee benefits office can provide you with information on
how to participate in your plan and how to select American Century funds as an
investment option.

If you are purchasing through a financial intermediary, you should contact your
service representative at the financial intermediary for information about how
to select American Century funds.

If you have questions about a fund, see "Investment Policies of the Funds," page
xx, or call one of our Institutional Service Representatives at 1-800-345-3533.

Orders to purchase shares are effective on the day we receive payment. See "When
Share Price is Determined," page xx.

We may discontinue offering shares generally in the funds (including any class
of shares of a fund) or in any particular state without notice to shareholders.

HOW TO EXCHANGE FROM ONE AMERICAN CENTURY FUND TO ANOTHER

Your plan or program may permit you to exchange your investment in the shares of
a fund for shares of another fund in our family. See your plan administrator,
employee benefits office or financial intermediary for details on the rules in
your plan governing exchanges.

Exchanges are made at the respective net asset values, next computed after
receipt of the exchange instruction by us. If, in any 90-day period, the total
of the exchanges and redemptions from any one account of any one plan
participant or financial intermediary client exceeds the lesser of $250,000 or
1% of the fund's assets, further exchanges will be subject to special
requirements to comply with our policy on large equity fund redemptions. See
"Special Requirements for Large Redemptions," page xx.

HOW TO REDEEM SHARES

Subject to any restrictions imposed by your employer's plan or financial
intermediary's program, you can sell (redeem) your shares at their net asset
value through the plan or financial intermediary. Your plan administrator,
trustee, financial intermediary or other designated person must provide us with
redemption instructions. The shares will be redeemed at the net asset value next
computed after receipt of the instructions in good order. See "When Share Price
Is Determined," page xx. If you have any questions about how to redeem, contact
your plan administrator, employee benefits office, or service representative at
your financial intermediary, as applicable.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

If your redemption would exceed this limit and you would like to avoid being
paid in securities, please provide us with an unconditional instruction to
redeem at least 15 days prior to the date on which the redemption transaction is
to occur. The instruction must specify the dollar amount or number of shares to
be redeemed and the date of the transaction. This minimizes the effect of the
redemption on the fund and its remaining shareholders.

TELEPHONE SERVICES

INVESTORS LINE

To request information about our funds and a current prospectus, or get answers
to any questions that you may have about the funds and the services we offer,
call one of our Institutional Service Representatives at 1-800-345-3533.

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be summarized as
follows:

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

The net asset values of the Investor Class of the funds are published in leading
newspapers daily. Because the total expense ratio for the Advisor Class shares
is 0.25% higher than the Investor Class, their net asset values will be lower
than the Investor Class. The net asset value of the Advisor Class of each fund
may be obtained by calling us.

DISTRIBUTIONS

TAXES

Each fund has elected to be taxed under Subchapter M of the Internal Revenue
Code, which means that to the extent its income is distributed to shareholders,
it pays no income tax.

TAX-DEFERRED ACCOUNTS

TAXABLE ACCOUNTS

If you have not complied with certain provisions of the Internal Revenue Code
and Regulations, we or your financial intermediary are required by federal law
to withhold and remit to the IRS 31% of reportable payments (which may include
dividends, capital gains distributions and redemptions). Those regulations
require you to certify that the Social Security number or tax identification
number you provide is correct and that you are not subject to 31% withholding
for previous under-reporting to the IRS. You will be asked to make the
appropriate certification on your application. Payments reported by us that omit
your Social Security number or tax identification number will subject us to a
penalty of $50, which will be charged against your account if you fail to
provide the certification by the time the report is filed and is not refundable.

MANAGEMENT

INVESTMENT MANAGEMENT

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

For the services provided to the Advisor Class of the funds, the manager
receives an annual fee of 0.75% of the average net assets of Value and Equity
Income and 1.00% of the average net assets of Small Cap Value.

CODE OF ETHICS

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

TRANSFER AND ADMINISTRATIVE SERVICES

DISTRIBUTION OF FUND SHARES

SERVICE AND DISTRIBUTION FEES

Rule 12b-1 adopted by the SEC under the Investment Company Act permits
investment companies that adopt a written plan to pay certain expenses
associated with the distribution of their shares. Pursuant to that rule, the
funds' Board of Directors and the initial shareholder of the funds' Advisor
Class shares have approved and entered into a Master Distribution and
Shareholder Services Plan (the Plan) with the distributor. Pursuant to the Plan,
each fund pays a shareholder services fee and a distribution fee, each equal to
0.25% (for a total of 0.50%) per annum of the average daily net assets of the
shares of the fund's Advisor Class. The shareholder services fee is paid for the
purpose of paying the costs of securing certain shareholder and administrative
services, and the distribution fee is paid for the purpose of paying the costs
of providing various distribution services. All or a portion of such fees are
paid by the manager, as paying agent for the funds, to the banks,
broker-dealers, insurance companies or other financial intermediaries through
which such shares are made available.

The Plan has been adopted and will be administered in accordance with the
requirements of Rule 12b-1 under the Investment Company Act. For additional
information about the Plan and its terms, see "Multiple Class Structure - Master
Distribution and Shareholder Services Plan" in the Statement of Additional
Information. Fees paid pursuant to the Plan may be paid for shareholder services
and the maintenance of accounts and therefore may constitute "service fees" for
purposes of applicable rules of the National Association of Securities Dealers.

FURTHER INFORMATION ABOUT AMERICAN CENTURY

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

American Century offers four classes of Value and Equity Income: an Investor
Class, an Institutional Class, a Service Class, and an Advisor Class. American
Century offers three classes of the Real Estate and Small Cap Value funds: an
Investor Class, an Institutional Class, and an Advisor Class. The shares offered
by this Prospectus are Advisor Class shares.

The Investor Class is primarily made available to retail investors. The
Institutional Class and Service Class are primarily offered to institutional
investors or through institutional distribution channels, such as
employer-sponsored retirement plans or through banks, broker-dealers, insurance
companies or other financial intermediaries. The other classes have different
fees, expenses, and/or minimum investment requirements than the Advisor Class.
The difference in the fee structures among the classes is the result of their
separate arrangements for shareholder and distribution services and not the
result of any difference in amounts charged by the manager for core investment
advisory services. Accordingly, the core investment advisory expenses do not
vary by class. Different fees and expenses will affect performance. For
additional information concerning the Investor Class of shares, call one of our
Investor Services Representatives at 1-800-345-2021. For information concerning
the Institutional or Service Classes of shares, call one of our Institutional
Service Representatives at 1-800-345-3533 or contact a sales representative or
financial intermediary who offers those classes of shares.

P.O. Box 419385
Kansas City, Missouri
64141-6385

Institutional Services:
1-800-345-3533 or 816-531-5575

Telecommunications Device for the Deaf:
1-800-345-1833 or 816-444-3038

Fax: 816-340-4655

www.americancentury.com
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

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

JUNE 30, 1998

AMERICAN
CENTURY
GROUP

Value
Small Cap Value
Equity Income
Real Estate Fund

STATEMENT OF ADDITIONAL INFORMATION

June 30, 1998

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

This Statement is not a prospectus but should be read in conjunction with the
current Prospectus of American Century Value, American Century Small Cap Value,
American Century Equity Income and American Century Real Estate Fund, each a
series of American Century Capital Portfolios, Inc. dated June 30, 1998. Please
retain this document for future reference. To obtain a prospectus, call American
Century at 1-800-345-2021 (international calls: 816-531-5575), or write to P.O.
Box 419200, Kansas City, Missouri 64141-6200, or access our Web site
(www.americancentury.com).

TABLE OF CONTENTS

Investment Objectives of the Funds ........................................ 2
Additional Investment Restrictions ........................................ 2
Forward Currency Exchange Contracts ....................................... 3
Futures Contracts ......................................................... 4
An Explanation of Fixed Income Securities Ratings ......................... 5
Short Sales ............................................................... 7
Portfolio Lending ......................................................... 7
Portfolio Turnover ........................................................ 7
Officers and Directors .................................................... 8
Management ................................................................ 10
Custodians ................................................................ 11
Independent Auditors ...................................................... 11
Capital Stock ............................................................. 12
Multiple Class Structure .................................................. 12
Taxes ..................................................................... 14
Brokerage ................................................................. 16
Performance Advertising ................................................... 17
Redemptions in Kind ....................................................... 18
Holidays .................................................................. 18
Financial Statements ...................................................... 19

STATEMENT OF ADDITIONAL INFORMATION 1

INVESTMENT OBJECTIVES OF THE FUNDS

The investment objective of each fund comprising American Century Capital
Portfolios, Inc. is described on page 2 of the applicable prospectus. In seeking
to achieve its objective, a fund must conform to certain policies, some of which
are designated in the Prospectus or in this Statement of Additional Information
as "fundamental" and cannot be changed without shareholder approval. The
following paragraph is also a statement of fundamental policy with respect to
selection of investments for Value and Equity Income.

In general, within the restrictions outlined herein, each series has broad
powers with respect to investing funds or holding them uninvested. Investments
are varied according to what is judged advantageous under changing economic
conditions. It is our policy to retain maximum flexibility in management without
restrictive provisions as to the proportion of one or another class of
securities that may be held, subject to the investment restrictions described
below. It is the manager's intention that each fund will generally consist of
equity securities. However, subject to the specific limitations applicable to a
fund, the manager may invest the assets of a fund in varying amounts in other
instruments and in senior securities, such as bonds, debentures, preferred
stocks and convertible issues, when such a course is deemed appropriate in order
to attempt to attain its financial objective.

ADDITIONAL INVESTMENT RESTRICTIONS

Additional fundamental policies that may be changed only with shareholder
approval provide as follows:

(1) The funds shall not issue senior securities, except as permitted under
the Investment Company Act of 1940.

(2) The funds shall not borrow money, except that the funds may borrow
money for temporary or emergency purposes (not for leveraging or
investment) in an amount not exceeding 33(1)/(3)% of a fund's total
assets (including the amount borrowed) less liabilities (other than
borrowings).

(3) The funds shall not lend any security or make any other loan if, as a
result, more than 33(1)/(3)% of a fund's total assets would be lent to
other parties, except, (i) through the purchase of debt securities in
accordance with its investment objective, policies and limitations, or
(ii) by engaging in repurchase agreements with respect to portfolio
securities.

(4) The funds shall not purchase or sell real estate unless acquired as a
result of ownership of securities or other instruments. This policy
shall not prevent the funds from investment in securities or other
instruments backed by real estate or securities of companies that deal
in real estate or are engaged in the real estate business.

(5) The funds shall not act as an underwriter of securities issued by
others, except to the extent that a fund may be considered an
underwriter within the meaning of the Securities Act of 1933 in the
disposition of restricted securities.

(6) The funds shall not purchase or sell physical commodities unless
acquired as a result of ownership of securities or other instruments;
provided that this limitation shall not prohibit the funds from
purchasing or selling options and futures contracts or from investing
in securities or other instruments backed by physical commodities.

(7) The funds shall not invest for purposes of exercising control over
management.

(8) Value, Small Cap Value and Equity Income shall not concentrate their
investments in securities of issuers in a particular industry (other
than securities issued or guaranteed by the U.S. government or any of
its agencies or instrumentalities).

In addition, the funds have adopted the following non-fundamental investment
restrictions:

(1) As an operating policy, a fund shall not purchase additional investment
securities at any time during which outstanding borrowings exceed 5% of
the total assets of the fund.

(2) As an operating policy, a fund may not purchase any security or enter
into a repurchase agreement if, as a result, more than 15% of its net
assets (10% for money market funds) would be invested in repurchase
agreements not enti-

2 AMERICAN CENTURY INVESTMENTS

tling the holder to payment of principal and interest within seven days
and in securities that are illiquid by virtue of legal or contractual
restrictions on resale or the absence of a readily available market.

(3) As an operating policy, a fund shall not sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short, and provided that transaction in
futures contracts and options are not deemed to constitute selling
securities short.

(4) As an operating policy, a fund shall not purchase securities on margin,
except that a fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts
shall not constitute purchasing securities on margin.

The Investment Company Act imposes certain additional restrictions upon
acquisition by the fund of securities issued by insurance companies, brokers,
dealers, underwriters or investment advisors, and upon transactions with
affiliated persons as therein defined. It also defines and forbids the creation
of cross and circular ownership. Neither the Securities and Exchange Commission
nor any other agency of the federal government or state agency participates in
or supervises the management of the funds or their investment practices or
policies.

Neither Value, Small Cap Value nor Equity Income may concentrate their
investments in the securities of issuers engaged in a single industry. In
determining industry groups for purposes of this restriction, the SEC ordinarily
uses the Standard Industry Classification codes developed by the United States
Office of Management and Budget. In the interest of ensuring adequate
diversification, the funds monitor industry concentration using a more
restrictive list of industry groups than that the recommended by the SEC. The
funds believe that these classifications are reasonable and are not so broad
that the primary economic characteristics of the companies in a single class are
materially different. The use of these more restrictive industry classifications
may, however, cause the funds to forego investment possibilities which may
otherwise be available to them under the Investment Company Act.

FORWARD CURRENCY EXCHANGE CONTRACTS

A fund conducts its foreign currency exchange transactions either on a spot
(ie., cash) basis at the spot rate prevailing in the foreign currency exchange
market or through entering into forward currency exchange contracts to purchase
or sell foreign currencies.

A fund expects to use forward contracts under two circumstances:

(1) When the manager wishes to "lock in" the U.S. dollar price of a
security when a fund is purchasing or selling a security denominated in
a foreign currency, the fund would be able to enter into a forward
contract to do so; or

(2) When the manager believes that the currency of a particular foreign
country may suffer a substantial decline against the U.S. dollar, a
fund would be able to enter into a forward contract to sell foreign
currency for a fixed U.S. dollar amount approximating the value of some
or all of its portfolio securities either denominated in, or whose
value is tied to, such foreign currency.

As to the first circumstance, when a fund enters into a trade for the
purchase or sale of a security denominated in a foreign currency, it may be
desirable to establish (lock in) the U.S. dollar cost or proceeds. By entering
into forward contracts in U.S. dollars for the purchase or sale of a foreign
currency involved in an underlying security transaction, the fund will be able
to protect itself against a possible loss between trade and settlement dates
resulting from the adverse change in the relationship between the U.S. dollar
and the subject foreign currency.

Under the second circumstance, when the manager believes that the currency
of a particular country may suffer a substantial decline relative to the U.S.
dollar, a fund could enter into a forward contract to sell for a fixed dollar
amount the amount in foreign currencies approximating the value of some or all
of its portfolio securities either denominated in, or whose value is tied to,
such foreign currency. The fund will place cash or high-grade liquid securities
in a separate account with its custodian in an amount equal to the value of the
forward contracts entered

STATEMENT OF ADDITIONAL INFORMATION 3

into under the second circumstance. If the value of the securities placed in the
separate account declines, additional cash or securities will be placed in the
account on a daily basis so that the value of the account equals the amount of
the fund's commitments with respect to such contracts.

The precise matching of forward contracts in the amounts and values of
securities involved generally would not be possible since the future values of
such foreign currencies will change as a consequence of market movements in the
values of those securities between the date the forward contract is entered into
and the date it matures. Predicting short-term currency market movements is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain. The manager does not intend to enter into such
contracts on a regular basis. Normally, consideration of the prospect for
currency parities will be incorporated into the long-term investment decisions
made with respect to overall diversification strategies. However, the manager
believes that it is important to have flexibility to enter into such forward
contracts when it determines that a fund's best interests may be served.

Generally, a fund will not enter into a forward contract with a term of
greater than one year. At the maturity of the forward contract, the fund may
either sell the portfolio security and make delivery of the foreign currency, or
it may retain the security and terminate the obligation to deliver the foreign
currency by purchasing an "offsetting" forward contract with the same currency
trader obligating the fund to purchase, on the same maturity date, the same
amount of the foreign currency.

It is impossible to forecast with absolute precision the market value of
portfolio securities at the expiration of the forward contract. Accordingly, it
may be necessary for a fund to purchase additional foreign currency on the spot
market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency the fund is obligated to
deliver and if a decision is made to sell the security and make delivery of the
foreign currency the fund is obligated to deliver.

FUTURES CONTRACTS

As described in the applicable Prospectus, the funds may enter into futures
contracts. Unlike when a fund purchases securities, no purchase price for the
underlying securities is paid by the fund at the time it purchases a futures
contract. When a futures contract is entered into, both the buyer and seller of
the contract are required to deposit with a futures commission merchant ("FCM")
cash or high-grade debt securities in an amount equal to a percentage of the
contract's value, as set by the exchange on which the contract is traded. This
amount is known as "initial margin" and is held by the fund's custodian for the
benefit of the FCM in the event of any default by the fund in the payment of any
future obligations.

The value of the futures contract is adjusted daily to reflect the
fluctuation of the value of the underlying securities that comprise the index.
This is a process known as marking the contract to market. If the value of a
party's position declines, that party is required to make additional "variation
margin" payments to the FCM to settle the change in value. The party that has a
gain may be entitled to receive all or a portion of this amount. The FCM may
have access to a fund's margin account only under specified conditions of
default.

The funds maintain from time to time a percentage of their assets in cash or
high-grade liquid securities to provide for redemptions or to hold for future
investment in securities consistent with the funds' investment objectives. The
funds may enter into index futures contracts as an efficient means to expose the
funds' cash position to the domestic equity market. The manager believes that
the purchase of futures contracts is an efficient means to effectively be fully
invested in equity securities.

The funds intend to comply with guidelines of eligibility for exclusion from
the definition of the term "commodity pool operator" adopted by the Commodity
Futures Trading Commission and the National Futures Association, which regulate
trading in the futures markets. To do so, the aggregate initial margin required
to establish such positions may not exceed 5% of the fair market value of a
fund's net assets, after taking into account unrealized profits and unrealized
losses on any contracts it has entered into.

4 AMERICAN CENTURY INVESTMENTS

The principal risks generally associated with the use of futures include but
are not limited to:

* the possible absence of a liquid secondary market for any particular
instrument will make it difficult or impossible to close out a position
when desired (liquidity risk);

* the risk that the counter party to the contract will fail to perform
its obligations or the risk of bankruptcy of the FCM holding margin
deposits (counter party risk);

* the risk that the index of securities to which the futures contract
relates will go down in value (market risk); and

* adverse price movements in the underlying index can result in losses
substantially greater than the value of a fund's investment in that
instrument because only a fraction of a contract's value is required to
be deposited as initial margin (leverage risk); provided, however, that
the funds may not purchase leveraged futures, so there is no leverage
risk involved in the funds' use of futures.

A liquid secondary market is necessary to close out a contract. A fund may
seek to manage liquidity risk by investing only in exchange-traded futures.
Exchange-traded index futures pose less risk that there will not be a liquid
secondary market than privately negotiated instruments. Through their clearing
corporations, the futures exchanges guarantee the performance of the contracts.

Futures contracts are generally settled within a day from the date they are
closed out, as compared to three days for most types of equity securities. As a
result, futures contracts can provide more liquidity than an investment in the
actual underlying securities. Nevertheless, there is no assurance that a liquid
secondary market will exist for any particular futures contract at any
particular time. Liquidity may also be influenced by an exchange-imposed daily
price fluctuation limit, which halts trading if a contract's price moves up or
down more than the established limit on any given day. On volatile trading days
when the price fluctuation limit is reached, it may be impossible for a fund to
enter into new positions or close out existing positions. If the secondary
market for a futures contract is not liquid because of price fluctuation limits
or otherwise, a fund may not be able to promptly liquidate unfavorable futures
positions and potentially could be required to continue to hold a futures
position until liquidity in the market is re-established. As a result, such
fund's access to other assets held to cover its futures positions also could be
impaired until liquidity in the market is re-established.

A fund manages counter-party risk by investing in exchange-traded index
futures. In the event of the bankruptcy of the FCM that holds margin on behalf
of a fund, that fund may be entitled to the return of margin owed to such fund
only in proportion to the amount received by the FCM's other customers. The
manager will attempt to minimize the risk by monitoring the creditworthiness of
the FCMs with which the funds do business.

The prices of futures contracts depend primarily on the value of their
underlying instruments. As a result, the movement in market price of index
futures contracts will reflect the movement in the aggregate market price of the
entire portfolio of securities comprising the index. Since the funds are not
index funds, a fund's investment in futures contracts will not correlate
precisely with the performance of such fund's other equity investments. However,
the manager believes that an investment in index futures will more closely
reflect the investment performance of the funds than an investment in U.S.
government or other highly liquid, short-term debt securities, which is where
the cash position of the funds would otherwise be invested.

The policy of the manager is to remain fully invested in equity securities.
There may be times when the manager deems it advantageous to the funds not to
invest excess cash in index futures, but such decision will generally not be the
result of an active effort to use futures to time or anticipate market movements
in general.

AN EXPLANATION OF FIXED INCOME SECURITIES RATINGS

As described in the applicable prospectuses, the funds may invest in fixed
income securities. With the exception of convertible securities and all fixed
income investments of the Real Estate Fund, the funds may invest only in
investment grade obligations.

Fixed income securities ratings provide the manager with current assessment
of the credit rating of an issuer with respect to a specific fixed

STATEMENT OF ADDITIONAL INFORMATION 5

income security. The following is a description of the rating categories
referenced in the Prospectus disclosure:

The following summarizes the ratings used by Standard & Poor's Corporation
for bonds:

AAA - This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to pay interest and repay principal.

AA - Debt rated AA is considered to have a very strong capacity to pay
interest and repay principal and differs from AAA issues only to a small
degree.

A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher-rated categories.

BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for debt in this category than in higher-rated categories.

BB - Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure
to adverse business, financial or economic conditions, which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.

B - Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse
business, financial or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied BB or BB- rating.

CCC - Debt rated CCC has a currently identifiable vulnerability to default
and is dependent upon favorable business, financial and economic conditions
to meet timely payment of interest and repayment of principal. In the event
of adverse business, financial or economic conditions, it is not likely to
have the capacity to pay interest and repay principal. The CCC rating
category is also used for debt subordinated to senior debt that is assigned
an actual or implied B or B- rating.

CC - The rating CC typically is applied to debt subordinated to senior debt
that is assigned an actual or implied CCC rating.

C - The rating C typically is applied to debt subordinated to senior debt
that is assigned an actual or implied CCC- debt rating. The C rating may be
used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued.

CI - The rating CI is reserved for income bonds on which no interest is being
paid.

D - Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if
the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

To provide more detailed indications of credit quality, the ratings from AA
to CCC may be modified by the addition of a plus or minus sign to show relative
standing within these major rating categories.

The following summarizes the ratings used by Moody's Investors Service, Inc.
for bonds:

Aaa - Bonds that are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Aa - Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities, or fluctuation of
protective elements may be of greater amplitude, or there may be other
elements present that make the long-term risk appear somewhat larger than the
Aaa securities.

6 AMERICAN CENTURY INVESTMENTS

A - Bonds that are rated A possess many favorable investment attributes and
are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may
be present that suggest a susceptibility to impairment some time in the
future.

Baa - Bonds that are rated Baa are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and, in fact, have speculative characteristics as well.

Ba - Bonds that are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times in the future. Uncertainty of position
characterizes bonds in this class.

B - Bonds that are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa - Bonds that are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.

Ca - Bonds that are rated Ca represent obligations that are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.

C - Bonds that are rated C are the lowest-rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
category from Aa through B. The modifier 1 indicates that the bond being rated
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of
that generic rating category.

SHORT SALES

Value, Small Cap Value and Equity Income may engage in short sales if, at
the time of the short sale, the fund owns or has the right to acquire an equal
amount of the security being sold short.

In a short sale, the seller does not immediately deliver the securities sold
and is said to have a short position in those securities until delivery occurs.
To make delivery to the purchaser, the executing broker borrows the securities
being sold short on behalf of the seller. While the short position is
maintained, the seller collateralizes its obligation to deliver the securities
sold short in an amount equal to the proceeds of the short sale plus an
additional margin amount established by the Board of Governors of the Federal
Reserve. If a fund engages in a short sale, the collateral account will be
maintained by the fund's custodian. There will be certain additional transaction
costs associated with short sales, but the fund will endeavor to offset these
costs with income from the investment of the cash proceeds of short sales.

A fund may make a short sale, as described above, when it wants to sell the
security it owns at a current attractive price but also wishes to defer
recognition of gain or loss for federal income tax purposes and for purposes of
satisfying certain tests applicable to regulated investment companies under the
Internal Revenue Code. In such a case, all or some part of any future losses in
the fund's long position in substantially identical securities may not become
deductible for tax purposes until all or some part of the short position has
been closed.

PORTFOLIO LENDING

In order to realize additional income, the fund may lend its portfolio
securities. Such loans may not exceed one-third of the fund's net assets valued
at market except (i) through the purchase of debt securities in accordance with
its investment objective, policies and limitations, or (ii) by engaging in
repurchase agreements with respect to portfolio securities.

PORTFOLIO TURNOVER

With respect to each fund, the manager will purchase and sell securities
without regard to the length

STATEMENT OF ADDITIONAL INFORMATION 7

of time the security has been held. Accordingly, the funds' rate of portfolio
turnover may be substantial.

The funds intend to purchase a given security whenever the manager believes
it will contribute to the stated objective of a fund, even if the same security
has only recently been sold. In selling a given security, the manager keeps in
mind that profits from sales of securities are taxed to shareholders. Subject to
this consideration, a fund will sell a given security regardless of how long it
has been held in the portfolio and whether the sale is at a gain or at a loss,
if the manager believes that the security is not fulfilling its purpose. The
manager may reach this conclusion because, among other things, it did not live
up to the manager's expectations, or because it may be replaced with another
security holding greater promise, or because it has reached its optimum
potential, or because of a change in the circumstances of a particular company
or industry or in general economic conditions, or because of some combination of
such reasons.

When a general decline in security prices is anticipated, a fund may
decrease or eliminate entirely its equity position and increase its cash
position, and when a rise in price levels is anticipated, a fund may increase
its equity position and decrease its cash position. However, the funds will,
under most circumstances, be essentially fully invested in equity securities and
equity equivalents.

Since investment decisions are based on the anticipated contribution of the
security in question to a fund's objectives, management believes that the rate
of portfolio turnover is irrelevant when management believes a change is in
order to achieve those objectives. As a result, a fund's annual portfolio
turnover rate cannot be anticipated and may be comparatively high. This
disclosure regarding portfolio turnover is a statement of fundamental policy and
may be changed only by a vote of the shareholders.

Since the manager does not take portfolio turnover rate into account in
making investment decisions, (1) the manager has no intention of accomplishing
any particular rate of portfolio turnover, whether high or low, and (2) the
portfolio turnover rates in the past should not be considered as a
representation of the rates that will be attained in the future.

OFFICERS AND DIRECTORS

The principal officers and directors ofAmerican Century Capital Portfolios,
Inc. (the "Corporation"), their ages (listed in parentheses), their principal
business experience during the past five years, and their affiliations with the
funds' manager, American Century Investment Management, Inc. and its transfer
agent, American Century Services Corporation, are listed below. The address at
which each director and officer below may be contacted is American Century
Tower, 4500 Main Street, Kansas City, Missouri 64111. All persons named as
officers of the Corporation also serve in similar capacities for other funds
advised by the manager. Those directors that are "interested persons" as defined
in the Investment Company Act of 1940 are indicated by an asterisk(*).

JAMES E. STOWERS JR.* (74), Chairman of the Board and Director; Chairman of
the Board, Director and controlling shareholder of American Century Companies,
Inc., parent corporation of American Century Investment Management, Inc. and
American Century Services Corporation; Chairman of the Board and Director of
American Century Investment Management, Inc. and American Century Services
Corporation; father of James E. Stowers III.

JAMES E. STOWERS III* (39), Director; Chief Executive Officer and Director,
American Century Companies, Inc., American Century Investment Management, Inc.
and American Century Services Corporation.

THOMAS A. BROWN (58), Director; Director of Plains States Development,
Applied Industrial Technologies, Inc., a corporation engaged in the sale of
bearings and power transmission products.

ROBERT W. DOERING, M.D. (64), Director; retired, formerly general surgeon.

ANDREA C. HALL, PH.D. (53), Director; Senior Vice President and Associate
Director, Midwest Research Institute.

D.D. (DEL) HOCK (63), Director; retired, formerly Chairman, Public Service
Company of Colorado; Director, Service Tech, Inc., Hathaway Corporation, and J.
D. Edwards & Company.

DONALD H. PRATT (60), Vice Chairman of the Board and Director; President and
Director, Butler Manufacturing Company.

8 AMERICAN CENTURY INVESTMENTS

LLOYD T. SILVER JR. (70), Director; President, LSC, Inc., manufacturer's
representative.

M. JEANNINE STRANDJORD (52), Director; Senior Vice President and Treasurer,
Sprint Corporation; Director, DST Systems, Inc.

RICHARD W. INGRAM (42), President; Executive Vice President and Director of
Client Services and Treasury Administration, Funds Distributor, Inc. (FDI). Mr.
Ingram joined FDI in 1995. Prior to joining FDI, Mr. Ingram served as Vice
President and Division Manager of First Data Investor Services Group, Inc. (from
March 1994 to November 1995) and before that as Vice President, Assistant
Treasurer and Tax Director-Mutual Funds of The Boston Company, Inc. (from 1989
to 1994).

MARYANNE ROEPKE, CPA (42), Vice President, Treasurer, and Principal
Accounting Officer; Senior Vice President, American Century Services
Corporation.

PATRICK A. LOOBY (39), Vice President; Vice President, American Century
Services Corporation.

CHRISTOPHER J. KELLEY (33), Vice President; Vice President and Associate
General Counsel of FDI. Prior to joining FDI, Mr. Kelley served as Assistant
Counsel at Forum Financial Group (from April 1994 to July 1996) and before that
as a compliance officer for Putnam Investments (from 1992 to 1994).

MARY A. NELSON (34), Vice President; Vice President and Manager of Treasury
Services and Administration of FDI. Prior to joining FDI, Ms. Nelson was
Assistant Vice President and Client Manager for The Boston Company, Inc. (from
1989 to 1994).

MERELE A. MAY (35), Controller; Vice President, American Century Services
Corporation.

JOHN ZINDEL, CPA (31), Tax Officer; Vice President and Director of Taxation,
American Century Services Corporation (1996); Tax Manager, Price Waterhouse LLP
(from 1989-1996).

The Board of Directors has established four standing committees, the
Executive Committee, the Audit Committee, the Compliance Committee and the
Nominating Committee.

Messrs. Stowers Jr. (chairman), Stowers III, and Pratt constitute the
Executive Committee of the Board of Directors. The committee performs the
functions of the Board of Directors between meetings of the Board, subject to
the limitations on its power set out in the Maryland General Corporation Law,
and except for matters required by the Investment Company Act to be acted upon
by the full Board.

Ms. Strandjord (chairman), Dr. Doering and Mr. Hock constitute the Audit
Committee. The functions of the Audit Committee include recommending the
engagement of the funds' independent accountants, reviewing the arrangements for
and scope of the annual audit, reviewing comments made by the independent
accountants with respect to the internal controls and the considerations given
or the connective action taken by management, and reviewing nonaudit services
provided by the independent accountants.

Messrs. Brown (chairman), Pratt, Silver and Dr. Hall constitute the
Compliance Committee. The functions of the Compliance Committee include
reviewing the results of the funds' compliance testing program, reviewing
quarterly reports from the manager to the Board regarding various compliance
matters and monitoring the implementation of the funds' Code of Ethics,
including violations thereof.

The Nominating Committee has as its principal role consideration and
recommendation of individuals for nomination as directors. The names of
potential director candidates are drawn from a number of sources, including
recommendations from members of the Board, management and shareholders. This
committee also reviews and makes recommendations to the Board with respect to
the composition of Board committees and other Board-related matters, including
its organization, size, composition, responsibilities, functions and
compensation. The members of the nominating committee are Messrs. Pratt
(chairman), Hock and Stowers III.

The Directors of the corporation also serve as Directors for other funds
advised by the manager. Each Director who is not an "interested person" as
defined in the Investment Company Act receives for service as a member of the
Board of six of such companies an annual director's fee of $44,000, a fee of
$1,000 per regular Board meeting attended and $500 per special Board meeting and
committee meeting attended. In addition, those Directors who are not "interested
persons" who serve as chairman of a committee of the Board of Directors receive
an additional $2,000 for such services. These fees and expenses are divided
among the six investment companies based upon their relative net assets. Under
the terms of the

STATEMENT OF ADDITIONAL INFORMATION 9

management agreement with the manager, the funds are responsible for paying such
fees and expenses.

Set forth below is the aggregate compensation paid for the periods indicated
by the Corporation and by the American Century family of funds as a whole to
each Director who is not an "interested person" as defined in the Investment
Company Act.

Aggregate Total Compensation
Compensation from the American Century
Director from the corporation(1) Family of Funds(2)
- --------------------------------------------------------------------------------
Thomas A. Brown $______ $60,000
Robert W. Doering, M.D. ______ 49,500
Andrea C. Hall, Ph.D.(3) ______ 8,833
D.D. (Del) Hock ______ 49,500
Linsley L. Lundgaard ______ 42,333
Donald H. Pratt ______ 60,000
Lloyd T. Silver Jr. ______ 49,000
M. Jeannine Strandjord ______ 43,833

(1)Includes compensation actually paid by the corporation during the fiscal year
ended March 31, 1998.

(2)Includes compensation paid by the thirteen investment company members of the
American Century family of funds for the calendar year ended December 31, 1997

(3)Dr. Hall replaced Mr. Lundgaard as a director effective November 1, 1997.
such individuals, who also are officers of the funds, are paid by the manager.

MANAGEMENT

A description of the responsibilities and method of compensation of the
funds' manager, American Century Investment Management, Inc., appears in each
Prospectus under the caption "Management."

During the three most recent fiscal years, the management fees paid by Value
and Equity Income to the manager were as follows:

Fund Years Ended March 31,
1998 1997 1996
- --------------------------------------------------------------------------------
Value
Management fees $ ________ $ 13,047,153 $ 5,747,940
Average net assets $ ________ 1,307,953,436 590,608,755

Equity Income
Management fees $ ________ $ 1,579,957 $ 831,887
Average net assets $ ________ 158,249,137 84,610,230

Included in the previous table, are the following management fees earned by
the manager on the Advisor Class shares.

Fund Years Ended March 31,
1998 1997
- --------------------------------------------------------------------------------
Value
Advisor Class $ ___________ $ 106,780(1)

Equity Income
Advisor Class $ ___________ $ 9(2)

(1)For the period October 2, 1996 (inception) through March 31, 1997.

(2)For the period March 7, 1997 (inception) through March 31, 1997.

During the three most recent fiscal periods, the management fees paid by the
Real Estate Fund to the manager were as follows:

Five Months
Real Estate Fund Ended March 31, Years Ended October 31,
1998 1997 1996
- --------------------------------------------------------------------------------
Management fees $ ________ $ 295,909 $ ________
Average net assets $ ________ 26,058,700 ________

Included in the table above, are the following management fees earned by the
manager on the Institutional Class shares.

Fund Five Months Ended March 31, Year Ended October 31,
1998(1) 1997
- --------------------------------------------------------------------------------
Real Estate Fund
Institutional Class $__________ $48,843(1)

(1)For the period June 16, 1997 (inception) through October 31, 1997.

The management agreement shall continue in effect until the earlier of the
expiration of two years from the date of its execution or until the first
meeting of shareholders following such execution and for as long thereafter as
its continuance is specifically approved at least annually by (i) the funds'
Board of Directors or by the vote of a majority of outstanding votes (as defined
in the Investment Company Act) and (ii) by the vote of a majority of the
Directors who are not parties to the agreement or interested persons of the
manager, cast in person at a meeting called for the purpose of voting on such
approval.

The management agreement provides that it may be terminated at any time
without payment of any penalty by the funds' Board of Directors, or by a vote

10 AMERICAN CENTURY INVESTMENTS

of the funds' shareholders, on 60 days' written notice to the manager and that
it shall be automatically terminated if it is assigned.

The management agreement provides that the manager shall not be liable to
the funds or their shareholders for anything other than willful misfeasance, bad
faith, gross negligence or reckless disregard of its obligations and duties.

The management agreement also provides that the manager and its officers,
directors and employees may engage in other business, devote time and attention
to any other business whether of a similar or dissimilar nature, and render
services to others.

The management agreement between the Real Estate Fund and the manager
contemplates the retention of a subadvisor by the manager.

Certain investments may be appropriate for the funds and also for other
clients advised by the manager. Investment decisions for the funds and other
clients are made with a view to achieving their respective investment objectives
after consideration of such factors as their current holdings, availability of
cash for investment, and the size of their investment generally. A particular
security may be bought or sold for only one client, or in different amounts and
at different times for more than one but less than all clients. In addition,
purchases or sales of the same security may be made for two or more clients on
the same date. Such transactions will be allocated among clients in a manner
believed by the manager to be equitable to each. In some cases this procedure
could have an adverse effect on the price or amount of the securities purchased
or sold by a fund.

The manager may aggregate purchase and sale orders of the funds with
purchase and sale orders of its other clients when the manager believes that
such aggregation provides the best execution for the funds. The funds' Board of
Directors has approved the policy of the manager with respect to the aggregation
of portfolio transactions. Where portfolio transactions have been aggregated,
the funds participate at the average share price for all transactions in that
security on a given day and share transaction costs on a pro rata basis. The
manager will not aggregate portfolio transactions of the funds unless it
believes such aggregation is consistent with its duty to seek best execution on
behalf of the funds and the terms of the management agreement. The manager
receives no additional compensation or remuneration as a result of such
aggregation.

In addition to managing the funds the manager is also acting as an
investment adviser to twelve institutional accounts and to twelve registered
investment companies: American Century Mutual Funds, Inc., American Century
Premium Reserves, Inc., American Century World Mutual Funds, Inc., American
Century Strategic Asset Allocations, Inc., American Century Variable Portfolios,
Inc., American Century Municipal Trust, American Century Quantitative Equity
Funds, American Century International Bond Funds, American Century Investment
Trust, American Century Government Income Trust, American Century Target
Maturities Trust, and American Century California Tax-Free and Municipal Funds.

American Century Services Corporation provides physical facilities,
including computer hardware and software and personnel, for the day-to day
administration of the funds and the manager pays American Century Services
Corporation for such services.

As stated in each Prospectus, all of the stock of American Century
Investment Management, Inc. and American Century Services Corporation is owned
by American Century Companies, Inc.

CUSTODIANS

Chase Manhattan Bank, 770 Broadway, 10th Floor, New York, New York
10003-9598, and Commerce Bank, N.A., 1000 Walnut, Kansas City, Missouri 64105,
each serves as custodian of the assets of the funds. The custodians take no part
in determining the investment policies of the funds or in deciding which
securities are purchased or sold by the funds. The funds, however, may invest in
certain obligations of the custodians and may purchase or sell certain
securities from or to the custodians.

INDEPENDENT AUDITORS

Deloitte & Touche LLP, 1010 Grand Avenue, Suite 400, Kansas City, Missouri
64106 are the independent auditors of the funds. As the independent auditors of
the funds, Deloitte & Touche will provide services including (1) audit of the
annual financial statements, (2) assistance and consultation in con-

STATEMENT OF ADDITIONAL INFORMATION 11

nection with SEC filings and (3) review of the annual federal income tax return
filed for each fund by American Century.

CAPITAL STOCK

The Corporation's capital stock is described in the Prospectus under the
heading "FURTHER INFORMATION ABOUT AMERICAN CENTURY."

The Corporation currently has four series of shares outstanding. Value and
Equity Income are further divided into four classes, and Small Cap Value and the
Real Estate Fund are further divided into three classes. See "MULTIPLE CLASS
STRUCTURE," this page. The Corporation may in the future issue one or more
additional series or classes of shares without a vote of the shareholders. The
assets belonging to each series or class of shares are held separately by the
custodian and the shares of each series or class represent a beneficial interest
in the principal, earnings and profits (or losses) of investment and other
assets held for that series or class. Your rights as a shareholder are the same
for all series or classes of securities unless otherwise stated. Within their
respective series or class, all shares will have equal redemption rights. Each
share, when issued, is fully paid and non-assessable. Each share, irrespective
of series or class, is entitled to one vote for each dollar of net asset value
represented by such share on all questions.

In the event of complete liquidation or dissolution of the funds,
shareholders of each series or class of shares will be entitled to receive, pro
rata, all of the assets less the liabilities of that series or class.

As of June __ , 1998, in excess of 5% of the outstanding shares of the
following funds were owned of record by:

Name of Fund Shareholder and Percentage
- --------------------------------------------------------------------------------
Value
Equity Income
Real Estate Fund

MULTIPLE CLASS STRUCTURE

The funds' Board of Directors has adopted a multiple class plan (the
"Multiclass Plan") pursuant to Rule 18f-3 adopted by the SEC. Pursuant to such
plan, the funds may issue up to four classes of shares: an Investor Class, an
Institutional Class, a Service Class and an Advisor Class.

The Investor Class is made available to investors directly, without any load
or commission, for a single management fee. The Institutional, Service and
Advisor Classes are made available to institutional shareholders or through
financial intermediaries that do not require the same level of shareholder and
administrative services from the manager as Investor Class shareholders. As a
result, the manager is able to charge these classes a lower management fee. In
addition to the management fee, however, Service Class shares are subject to a
Shareholder Services Plan (described below), and the Advisor Class shares are
subject to a Master Distribution and Shareholder Services Plan (also described
below). Both plans have been adopted by the funds' Board of Directors and
initial shareholder in accordance with Rule 12b-1 adopted by the SEC under the
Investment Company Act.

RULE 12b-1

Rule 12b-1 permits an investment company to pay expenses associated with the
distribution of its shares in accordance with a plan adopted by the investment
company's Board of Directors and approved by its shareholders. Pursuant to such
rule, the Board of Directors and initial shareholder of the funds' Service Class
and Advisor Class have approved and entered into a Shareholder Services Plan,
with respect to the Service Class, and a Master Distribution and Shareholder
Services Plan, with respect to the Advisor Class (collectively, the "Plans").
Both Plans are described beginning on this page.

In adopting the Plans, the Board of Directors (including a majority of
directors who are not "interested persons" of the funds (as defined in the
Investment Company Act), hereafter referred to as the "independent directors")
determined that there was a reasonable likelihood that the Plans would benefit
the funds and the shareholders of the affected classes. Pursuant to Rule 12b-1,
information with respect to revenues and expenses under the Plans is presented
to the Board of Directors quarterly for its consideration in connection with its
deliberations as to the continuance of the Plans. Continuance of the Plans must
be approved by the Board of Directors (including a

12 AMERICAN CENTURY INVESTMENTS

majority of the independent directors) annually. The Plans may be amended by a
vote of the Board of Directors (including a majority of the independent
directors), except that the Plans may not be amended to materially increase the
amount to be spent for distribution without majority approval of the
shareholders of the affected class. The Plans terminate automatically in the
event of an assignment and may be terminated upon a vote of a majority of the
independent directors or by vote of a majority of the outstanding voting
securities of the affected class.

All fees paid under the plans will be made in accordance with Section 26 of
the Rules of Fair Practice of the National Association of Securities Dealers.

SHAREHOLDER SERVICES PLAN

As described in the Prospectuses, the funds' Service Class of shares is made
available to participants in employer-sponsored retirement or savings plans and
to persons purchasing through financial intermediaries, such as banks,
broker-dealers and insurance companies. In such circumstances, certain record
keeping and administrative services that are provided by the funds' transfer
agent for the Investor Class shareholders may be performed by a plan sponsor (or
its agents) or by a financial intermediary. To enable the funds' shares to be
made available through such plans and financial intermediaries, and to
compensate them for such services, the funds' investment manager has reduced its
management fee by 0.25% per annum with respect to the Service Class shares and
the funds' Board of Directors has adopted a Shareholder Services Plan. Pursuant
to the Shareholder Services Plan, the Service Class shares pay a shareholder
services fee of 0.25% annually of the aggregate average daily net assets of the
funds' Service Class shares.

The manager and the funds' distributor, Funds Distributor, Inc. (the
"Distributor"), enter into contracts with each financial intermediary for the
provision of certain shareholder services and utilizes the shareholder services
fees under the Shareholder Services Plan to pay for such services. Payments may
be made for a variety of shareholder services, including, but not limited to,
(1) receiving, aggregating and processing purchase, exchange and redemption
request from beneficial owners (including contract owners of insurance products
that utilize the funds as underlying investment media) of shares and placing
purchase, exchange and redemption orders with the Distributor; (2) providing
shareholders with a service that invests the assets of their accounts in shares
pursuant to specific or pre-authorized instructions; (3) processing dividend
payments from a fund on behalf of shareholders and assisting shareholders in
changing dividend options, account designations and addresses; (4) providing and
maintaining elective services such as check writing and wire transfer services;
(5) acting as shareholder of record and nominee for beneficial owners; (6)
maintaining account records for shareholders and/or other beneficial owners; (7)
issuing confirmations of transactions; (8) providing subaccounting with respect
to shares beneficially owned by customers of third parties or providing the
information to a fund as necessary for such subaccounting; (9) preparing and
forwarding shareholder communications from the funds (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to shareholders and/or other beneficial owners;
(10) providing other similar administrative and sub-transfer agency services;
and (11) paying "service fees" for the provision of personal, continuing
services to investors, as contemplated by the Rules of Fair Practice of the NASD
(collectively referred to as "Shareholder Services"). Shareholder Services do
not include those activities and expenses that are primarily intended to result
in the sale of additional shares of the funds.

MASTER DISTRIBUTION AND SHAREHOLDER SERVICES PLAN

As described in the Prospectuses, the funds' Advisor Class of shares is also
made available to participants in employer-sponsored retirement or savings plans
and to persons purchasing through financial intermediaries, such as banks,
broker-dealers and insurance companies. The Distributor enters into contracts
with various banks, broker-dealers, insurance companies and other financial
intermediaries with respect to the sale of the funds' shares and/or the use of
the funds' shares in various investment products or in connection with various
financial services.

STATEMENT OF ADDITIONAL INFORMATION 13

As with the Service Class, certain record keeping and administrative
services that are provided by the funds' transfer agent of the Investor Class
shareholders may be performed by a plan sponsor (or its agents) or by a
financial intermediary for shareholders in the Advisor Class. In addition to
such services, the financial intermediaries provide various distribution
services.

To enable the funds' shares to be made available through such plans and
financial intermediaries, and to compensate them for such services, the funds'
manager has reduced its management fee by 0.25% per annum with respect to the
Advisor Class shares and the funds' Board of Directors has adopted a Master
Distribution and Shareholder Services Plan (the "Distribution Plan"). Pursuant
to such Plan, the Advisor Class shares pay a fee of 0.50% annually of the
aggregate average daily net assets of the funds' Advisor Class shares, 0.25% of
which is paid for Shareholder Services (as described above) and 0.25% of which
is paid for distribution services.

Distribution services include any activity undertaken or expense incurred
that is primarily intended to result in the sale of Advisor Class shares, which
services may include but are not limited to, (1) the payment of sales
commissions, ongoing commissions and other payments to brokers, dealers,
financial institutions or others who sell Advisor Class shares pursuant to
Selling Agreements; (2) compensation to registered representatives or other
employees of Distributor who engage in or support distribution of the funds'
Advisor Class shares; (3) compensation to, and expenses (including overhead and
telephone expenses) of, Distributor; (4) the printing of prospectuses,
statements of additional information and reports for other than existing
shareholders; (5) the preparation, printing and distribution of sales literature
and advertising materials provided to the funds' shareholders and prospective
shareholders; (6) receiving and answering correspondence from prospective
shareholders including distributing prospectuses, statements of additional
information, and shareholder reports; (7) the providing of facilities to answer
questions from prospective investors about fund shares; (8) complying with
federal and state securities laws pertaining to the sale of fund shares; (9)
assisting investors in completing application forms and selecting dividend and
other account options: (10) the providing of other reasonable assistance in
connection with the distribution of fund shares; (11) the organizing and
conducting of sales seminars and payments in the form of transactional
compensation or promotional incentives; (12) profit on the foregoing; (13) the
payment of "service fees" for the provision of personal, continuing services to
investors, as contemplated by the Rules of Fair Practice of the NASD and (14)
such other distribution and services activities as the manager determines may be
paid for by the funds pursuant to the terms of this Agreement and in accordance
with Rule 12b-1 of the 1940 Act.

TAXES

TAXATION OF CERTAIN MORTGAGE REITS

The funds may invest in REITs that hold residual interests in real estate
mortgage investment conduits. Under Treasury regulations that have not yet been
issued, but may apply retroactively, a portion of a fund's income from a REIT
that is attributable to the REIT's residual interest in a REMIC (referred to in
the Code as an "excess inclusion") will be subject to Federal income tax in all
events. These regulations are also expected to provide that excess inclusion
income of a regulated investment company, such as a fund, will be allocated to
shareholders of the regulated investment company in proportion to the dividends
received by them with the same consequences as if the shareholders held the
related REMIC residual interest directly. In general, excess inclusion income
allocated to shareholders (i) cannot be offset by net operating losses (subject
to a limited exception for certain thrift institutions) and (ii) will constitute
unrelated business taxable income to entities (including a qualified pension
plan, an individual retirement account, a 401(k) plan, a Keogh plan or other
tax-exempt entity) subject to tax on unrelated business income, thereby
potentially requiring such an entity that is allocated excess inclusion income,
and otherwise might be required to file a tax return, to file a tax return and
pay tax on some income. In addition, if at any time during any taxable year a
"disqualified organization" (as defined in the Code) is a record holder of a
share in a regulated investment company, then the regulated investment company
will be subject to a tax equal to that portion of its excess inclusion income

14 AMERICAN CENTURY INVESTMENTS

for the taxable year that is allocable to the disqualified organization,
multiplied by the highest Federal income tax rate imposed on corporations.

TAXATION OF DEBT INSTRUMENTS

For Federal income tax purposes, debt securities purchased by the funds may
be treated as having original issue discount. Original issue discount can
generally be defined as the excess of the stated redemption price at maturity of
a debt obligation over the issue price. Original issue discount is treated as
interest earned by the fund for Federal income tax purposes, whether or not any
income is actually received, and therefore is subject to the distribution
requirements of the Code. However, original issue discount with respect to
tax-exempt obligations generally will be excluded from a fund's taxable income.
Original issue discount with respect to tax-exempt securities is accrued and
added to the adjusted tax basis of such securities for purposes of determining
gain or loss upon sale or at maturity. Generally, the amount of original issue
discount for any period is determined on the basis of a constant yield to
maturity which takes into account the compounding of accrued interest. Under
section 1286 of the Code, an investment in a stripped bond or stripped coupon
will result in original issue discount.

A fund may purchase debt securities at a discount which exceeds the original
issue price plus previously accrued original issue discount remaining on the
securities, at the time of purchase. This additional discount represents market
discount for income tax purposes. Generally, market discount is accrued on a
daily basis.

A fund may purchase debt securities at a premium, i.e., at a purchase price
in excess of face amount. With respect to tax-exempt securities, the premium
must be amortized to the maturity date but no deduction is allowed for the
premium amortization. Instead, the amortized bond premium will reduce the fund's
adjusted tax basis in the securities. For taxable securities, the premium may be
amortized if the fund so elects. The amortized premium on taxable securities is
allowed as a deduction, and, generally for securities issued after September 27,
1985, must be amortized under an economic accrual method.

FOREIGN HOLDERS

A foreign holder is a person or entity that, for U.S. Federal income tax
purposes, is a nonresident alien individual, a foreign corporation, a foreign
partnership, or a non-resident fiduciary of a foreign estate or trust. If a
distribution of a fund's taxable income (without regard to its net capital gain)
to a foreign holder is not effectively connected with a U.S. trade of business
carried on by the investor, such distribution will be subject to withholding tax
at a 30% rate or such lower rate as may be specified by an applicable income tax
treaty. In addition, distributions from the Fund will generally be subject to
information reporting.

If at least 50% of the value of the Real Estate Fund is represented by
shares of REITs that are "domestically controlled" within the meaning of Section
897(h) of the Code, or is represented by shares of classes of REIT stock that
(i) represent not more than 5% of such classes and (ii) are "regularly traded on
an established securities market" within the meaning of Section 897(c)(3) of the
Code, a foreign holder should not be subject to withholding tax under the
Foreign Investment in Real Property Tax Act with respect to gain arising from
the sale or redemption of units. In addition, based upon advice of counsel as to
existing law, the fund does not intend to withhold under FIRPTA on distributions
of the fund's net capital gain (designated as capital gain by the fund). Such
income generally will not be subject to federal income tax unless the income is
effectively connected with a trade or business of such foreign holder in the
United States. In the case of a foreign holder who is a non-resident alien
individual, however, gain arising from the sale or redemption of shares or
distributions of the fund's net capital gain ordinarily will be subject to
federal income tax at a rate of 30% if such individual is physically present in
the U.S. for 183 days or more during the taxable year and, in the case of the
gain arising from the sale or redemption of units, either the gain is
attributable to an office or other fixed place of business maintained by the
holder in the United States or the holder has a "tax home" in the United States.
In addition, shares held by individual who is not a citizen or resident of the
United States at the time of his death will generally be subject to United
States federal estate tax.

STATEMENT OF ADDITIONAL INFORMATION 15

The tax consequences to a foreign holder entitled to claim the benefits of
an applicable tax treaty may be different from those described herein. Foreign
Holders should consult their own tax advisers to determine whether investment in
the Fund is appropriate.

BROKERAGE

Under the management agreement between the funds and the manager, the
manager has the responsibility of selecting brokers to execute portfolio
transactions. The funds' policy is to secure the most favorable prices and
execution of orders on its portfolio transactions. So long as that policy is
met, the manager may take into consideration the factors discussed below when
selecting brokers.

For brokerage services related to the Real Estate Fund, the manager has
delegated responsibility for selecting brokers to execute portfolio transactions
to the subadvisor under the terms of the Investment Subadvisory Agreement.

The manager or the subadvisor, as the case may be, receives statistical and
other information and services without cost from brokers and dealers. The
manager or the subadvisor evaluates such information and services, together with
all other information that it may have, in supervising and managing the
investments of the funds. Because such information and services may vary in
amount, quality and reliability, their influence in selecting brokers varies
from none to very substantial. The manager and the subadvisor propose to
continue to place some of the funds' brokerage business with one or more brokers
who provide information and services. Such information and services provided to
the manager and the subadvisor will be in addition to and not in lieu of the
services required to be performed for the funds by the manager and subadvisor.
Neither the manager nor the subadvisor utilizes brokers who provide such
information and services for the purpose of reducing the expense of providing
required services to the funds.

During the three most recent fiscal years, the brokerage commissions of
Value and Equity Income were as follows:

Fund Years Ended March 31,
1998 1997 1996
- --------------------------------------------------------------------------------
Value $ ____________ $4,841,179 $2,929,681
Equity Income $ ____________ 537,710 325,185

During the three most recent fiscal periods, the brokerage commissions of the
Real Estate Fund were as follows:

Five Months Year Ended Year Ended
Fund Ended March 31, October 31, October 31,
1998 1997 1996
- --------------------------------------------------------------------------------
Real Estate Fund $____________ $___________ $___________

The brokerage commissions paid by the funds may exceed those that another
broker might have charged for effecting the same transactions because of the
value of the brokerage and/or research services provided by the broker. Research
services furnished by brokers through whom the funds effect securities
transactions may be used by the manager in servicing all of its accounts, and
not all such services may be used by the manager in managing the portfolios of
the funds.

The staff of the SEC has expressed the view that the best price and
execution of over-the-counter transactions in portfolio securities may be
secured by dealing directly with principal market makers, thereby avoiding the
payment of compensation to another broker. In certain situations, the officers
of the funds and the manager believe that the facilities, expert personnel and
technological systems of a broker enable the funds to secure as good a net price
by dealing with a broker instead of a principal market maker, even after payment
of the compensation to the broker. The funds normally place their
over-the-counter transactions with principal market makers but also may deal on
a brokerage basis when utilizing electronic trading networks or as circumstances
warrant.

On occasions when the manager deems the purchase or sale of a security to be
in the best interests of the funds as well as other fiduciary accounts, the
manager may aggregate the security to be sold or purchased for the fund with
those to be sold or purchased for other accounts in order to obtain the best net
price and most favorable execution. In such event, the allocation will be made
by the manager in the

16 AMERICAN CENTURY INVESTMENTS

manner considered to be most equitable and consistent with its fiduciary
obligations to all such fiduciary accounts, including the funds.

PERFORMANCE ADVERTISING

FUND PERFORMANCE

Individual fund performance may be compared to various indices, including
the Standard & Poor's 500 Index, the Standard & Poor's 600 Index, the Consumer
Price Index, the Dow Jones Industrial Average and the S&P/Barra Value (with
regard to Value), the S&P/Barra 600 Small-Cap Value Index (with respect to Small
Cap Value), the Lipper Equity Income Fund Index (with regard to Equity Income),
and the Morgan Stanley REIT Index, NAREIT Equity-Less Health Care Index , and
Wilshire REIT Only Index (with regard to the Real Estate Fund). Fund performance
also may be compared to the rankings prepared by Lipper Analytical Services,
Inc.

The following table sets forth the average annual total return of the
Investor class of the funds for the periods indicated. Average annual total
return is calculated by determining each fund's cumulative total return for the
stated period and then computing the annual compound return that would produce
the cumulative total return if the fund's performance had been constant over
that period. Cumulative total return includes all elements of return, including
reinvestment of dividends and capital gains distributions. Annualization of a
fund's return assumes that the partial year performance will be constant
throughout the period. Actual return through the period may be greater or less
than the annualized data.

The following tables set forth the average annual total return for the various
classes of Value and Equity Income for the one year period (or the period since
the inception) ended March 31, 1998, the last day of the funds' fiscal year.

Investor Class Shares:
From Inception
Fund 1 Year Inception Date
- --------------------------------------------------------------------------------
Value ______% ______% 9/1/93
Equity Income ______% ______% 8/1/94

Advisor Class Shares:
From Inception
Fund 1 Year Inception Date
- --------------------------------------------------------------------------------
Value ______% ______% 10/2/96
Equity Income ______% ______% 3/7/97

The following tables set forth the average annual total return for the
various classes of the Real Estate Fund for the five month period (or the period
since inception) ended March 31, 1998, the last day of the fund's fiscal year.

Investor Class Shares:
From Inception
Fund 1 Year Inception Date
- --------------------------------------------------------------------------------
Real Estate Fund ______% ______% 9/21/95

Institutional Class Shares:
Five Months Ended From Inception
Fund March 31, 1998 Inception Date
- --------------------------------------------------------------------------------
Real Estate Fund ______% ______% 6/16/97

The funds also may elect to advertise cumulative total return and average
annual total return, computed as described above, over periods of time other
than one, five and 10 years and cumulative total return over various time
periods.

The following table shows the cumulative total returns and the average
annual returns for the Investor Class of the funds since their respective dates
of inception.

Cumulative Total Average Annual
Fund Return Since Inception Compound Rate
- --------------------------------------------------------------------------------
Value ___.___% ___.___%
Equity Income ___.___% ___.___%
Real Estate ___.___% ___.___%

ADDITIONAL PERFORMANCE COMPARISONS

Investors may judge the performance of the funds by comparing their
performance to the performance of other mutual funds or mutual fund portfolios
with comparable investment objectives and policies through various mutual fund
or market indices such as the

STATEMENT OF ADDITIONAL INFORMATION 17

EAFE(reg.tm) Index, NAREIT Equity-Less Health Care Index and Wilshire REIT Only
Index, and those prepared by Dow Jones & Co., Inc., Standard & Poor's
Corporation, Shearson Lehman Brothers, Inc. and The Russell 2000 Index, and to
data prepared by Lipper Analytical Services, Inc., Morningstar, Inc. and the
Consumer Price Index. Comparisons may also be made to indices or data published
in Money, Forbes, Barron's, The Wall Street Journal, The New York Times,
Business Week, Pensions and Investments, USA Today, Realty Stock Review,
Changing Times, Institutional Investor, and other similar publications or
services. In addition to performance information, general information about the
funds that appears in a publication such as those mentioned above or in the
applicable prospectus under the heading "Performance Advertising" may be
included in advertisements and in reports to shareholders.

PERMISSIBLE ADVERTISING INFORMATION

From time to time, the funds may, in addition to any other permissible
information, include the following types of information in advertisements,
supplemental sales literature and reports to shareholders: (1) discussions of
general economic or financial principles (such as the effects of compounding and
the benefits of dollar-cost averaging); (2) discussions of general economic
trends; (3) presentations of statistical data to supplement such discussions;
(4) descriptions of past or anticipated portfolio holdings for one or more of
the funds; (5) descriptions of investment strategies for one or more of the
funds; (6) descriptions or comparisons of various savings and investment
products (including, but not limited to, qualified retirement plans and
individual stocks and bonds), which may or may not include the funds; (7)
comparisons of investment products (including the funds) with relevant market or
industry indices or other appropriate benchmarks; (8) discussions of fund
rankings or ratings by recognized rating organizations; and (9) testimonials
describing the experience of persons that have invested in one or more of the
funds. The funds may also include calculations, such as hypothetical compounding
examples, which describe hypothetical investment results in such communications.
Such performance examples will be based on an express set of assumptions and are
not indicative of the performance of any of the funds.

MULTIPLE CLASS PERFORMANCE ADVERTISING

Pursuant to the Multiple Class Plan, the funds may issue additional classes
of existing funds or introduce new funds with multiple classes available for
purchase. To the extent a new class is added to an existing fund, the manager
may, in compliance with SEC and NASD rules, regulations and guidelines, market
the new class of shares using the historical performance information of the
original class of shares. When quoting performance information for the new class
of shares for periods prior to the first full quarter after inception, the
original class' performance will be restated to reflect the expenses of the new
class. For periods after the first full quarter after inception, actual
performance of the new class will be used.

REDEMPTIONS IN KIND

The funds' policy with regard to large redemptions is described in detail in
the Prospectus under the heading "SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS."

The funds have elected to be governed by Rule 18f-1 under the Investment
Company Act, pursuant to which the funds are obligated to redeem shares solely
in cash up to the lesser of $250,000 or 1% of the net asset value of a fund
during any 90-day period for any one shareholder. Should redemptions by any
shareholder exceed such limitation, the funds will have the option of redeeming
the excess in cash or in kind. If shares are redeemed in kind, the redeeming
shareholder might incur brokerage costs in converting the assets to cash. The
securities delivered will be selected at the sole discretion of the manager.
Such securities will not necessarily be representative of the entire portfolio
and may be securities that the manager regards as least desirable. The method of
valuing securities used to make redemptions in kind will be the same as the
method of valuing portfolio securities described in each prospectus under the
heading "HOW SHARE PRICE IS DETERMINED," and such valuation will be made as of
the same time the redemption price is determined.

HOLIDAYS

The funds do not determine the net asset value of their shares on days when
the New York Stock

18 AMERICAN CENTURY INVESTMENTS

Exchange is closed. Currently, the Exchange is closed on Saturdays and Sundays
and on holidays, namely New Year's Day, Martin Luther King Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.

FINANCIAL STATEMENTS

The financial statements of the funds for the fiscal year ended March 31,
1998, are included in the Annual Report to shareholders, which is incorporated
herein by reference. In addition, the unaudited financial statements of Value
and Equity Income for the six months ended September 30, 1997, are included in
the Semiannual Report to shareholders which is incorporated herein by reference.
With respect to the unaudited financial statements incorporated herein, all
adjustments, in the opinion of management, necessary for a fair presentation of
the financial position and results of operation for the periods indicated have
been made. The results of operations of the funds for the respective periods
indicated are not necessarily indicative of the results for the entire year. You
may receive copies of the Annual and Semiannual Reports without charge upon
request to the funds at the address and telephone numbers shown on the cover of
this Statement.

STATEMENT OF ADDITIONAL INFORMATION 19

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

INVESTOR SERVICES:
1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-634-4113 OR 816-444-3485

FAX: 816-340-7962

WWW.AMERICANCENTURY.COM

9804
SH-BKT-11949

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

[recycled logo]
Recycled
<PAGE>
PART C OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits

(a) Financial Statements:

(i) Financial Statements filed in Part A of Registration Statement:

1. Financial Highlights

(ii) Financial Statements filed in Part B of the Registration
Statement (each of the following financial statements is
contained in the Registrant's Annual Report dated March 31, 1997,
and which are incorporated by reference in Part B of this
Registration Statement):

1. Statements of Assets and Liabilities at March 31, 1997.

2. Statements of Operations for the year ended March 31, 1997.

3. Statements of Changes in Net Assets for the year ended March
31, 1997.

4. Notes to Financial Statements as of March 31, 1997.

5. Schedule of Investments at March 31, 1997.

6. Independent Auditors' Report dated November 26, 1997.

(iii)Financial Statements filed in Part B of the Registration
Statement (each of the following financial statements is
contained in the Registrant's Annual Report dated October 31,
1997, and which are incorporated by reference in Part B of this
Registration Statement):

1. Statements of Assets and Liabilities at October 31, 1997.

2. Statements of Operations for the year ended October 31,
1997.

3. Statements of Changes in Net Assets for the year ended
October 31, 1997.

4. Notes to Financial Statements as of October 31, 1997.

5. Schedule of Investments at October 31, 1997.

6. Independent Auditors' Report dated November 26, 1997.

(b) Exhibits (all exhibits not filed herein are being incorporated
herein by reference).

1. (a) Articles of Incorporation of Twentieth Century Capital
Portfolios, Inc., dated June 11, 1993 (filed
electronically as an exhibit to Post-Effective
Amendment No. 5 on Form N-1A on July 31, 1996, File No.
33-64872).

(b) Articles Supplementary of Twentieth Century Capital
Portfolios, Inc., dated March 11, 1996 (filed
electronically as an exhibit to Post-Effective
Amendment No. 5 on Form N-1A on July 31, 1996, File No.
33-64872).

(c) Articles of Amendment of Twentieth Century Capital
Portfolios, Inc., dated December 2, 1996 (filed
electronically as an exhibit to Post-Effective
Amendment No. 7 on Form N-1A on March 3, 1997, File No.
33-64872).

(d) Articles Supplementary of American Century Capital
Portfolios, Inc., dated December 2, 1996 (filed
electronically as an exhibit to Post-Effective
Amendment No. 7 on Form N-1A on March 3, 1997, File No.
33-64872).

(e) Articles Supplementary of American Century Capital
Portfolios, Inc. dated April 30, 1997 (filed
electronically as an exhibit to Post-Effective
Amendment No. 8 on Form N-1A on May 21, 1997, File No.
33-64872).

(f) Certificate of Correction of Articles Supplementary of
American Century Capital Portfolios, Inc. dated May 15,
1997 (filed electronically as an exhibit to
Post-Effective Amendment No. 8 on Form N-1A on May 21,
1997, File No. 33-64872).

(g) Articles Supplementary of American Century Capital
Portfolios, Inc. dated December 19, 1997 (filed
electronically as an exhibit to Post-Effective
Amendment No. 9 on Form N-1A on February 17, 1998).

2. (a) By-Laws of Twentieth Century Capital Portfolios, Inc.
(filed electronically as an exhibit to Post-Effective
Amendment No. 5 on Form N-1A on July 31, 1996, File No.
33-64872).

(b) Amendment to By-Laws of American Century Capital
Portfolios, Inc. (filed electronically as an exhibit to
Post-Effective Amendment No. 9 on Form N-1A on February
17, 1998).

3. Voting Trust Agreements - None.

4. Specimen securities (filed electronically as an exhibit to
Post-Effective Amendment No. 8 on Form N-1A on May 21, 1997,
File No. 33-64872).

5. (a) Management Agreement dated as of August 1, 1997,
between American Century Capital Portfolios, Inc. and
American Century Investment Management, Inc. (filed
electronically as an exhibit to Post-Effective
Amendment No. 9 on Form N-1A on February 17, 1998).

(b) Subadvisory Agreement by and between American Century
Capital Portfolios, Inc., American Century Investment
Management, Inc. and RREEF America, L.L.C., dated
January 27, 1998 (filed electronically as an exhibit to
Post-Effective Amendment No. 9 on Form N-1A on February
17, 1998).

6. Distribution Agreement between American Century Capital
Portfolios, Inc. and Funds Distributor, Inc., dated January
15, 1998 (filed electronically as Exhibit B6 to
Post-Effective Amendment No. 28 on form N-1A of American
Century Target Maturities Trust, File No. 2-94608).

7. Bonus and Profit Sharing Plan, Etc. - None.

8. (a) Master Agreement by and between Twentieth Century
Service, Inc. and Commerce Bank, N.A. dated January 22,
1997 (filed as a part of Post-Effective Amendment No.
76 to the Registration Statement on Form N-1A of
American Century Mutual Funds, Inc., File No. 2-14213,
filed February 28, 1997 and incorporated herein by
reference).

(b) Global Custody Agreement between The Chase Manhattan
Bank and the Twentieth Century and Benham Funds, dated
August 9, 1996 (filed as a part of Post-Effective
Amendment No. 31 to the Registration Statement on Form
N-1A of American Century Government Income Trust, File
No. 2-99222, filed February 7, 1997, and incorporated
herein by reference).

(c) Custody Agreement dated September 12, 1995, between UMB
Bank, N.A., Investors Research Corporation, Twentieth
Century Investors, Inc., Twentieth Century World
Investors, Inc., Twentieth Century Premium Reserves,
Inc. and Twentieth Century Capital Portfolios, Inc.
(filed as an exhibit to Pre-Effective Amendment No. 4
on Form N-1A of Twentieth Century Strategic Asset
Allocations, Inc., File No. 33-79482).

(d) Amendment No. 1 to Custody Agreement dated January 25,
1996, between UMB Bank, N.A., Investors Research
Corporation, Twentieth Century Investors, Inc.,
Twentieth Century World Investors, Inc., Twentieth
Century Premium Reserves, Inc. and Twentieth Century
Capital Portfolios, Inc. (filed as an exhibit to
Pre-Effective Amendment No. 4 on Form N-1A of Twentieth
Century Strategic Asset Allocations, Inc., File No.
33-79482).

9. Transfer Agency Agreement, dated as of August 1, 1993, by
and between Twentieth Century Capital Portfolios, Inc. and
Twentieth Century Services, Inc. (filed electronically as an
exhibit to Post-Effective Amendment No. 5 on Form N-1A on
July 31, 1996, File No. 33-64872).

10. Opinion and consent of Counsel (filed herein as EX-99.B10).

11. Consent of Deloitte & Touche LLP (to be filed by amendment).

12. (a) Annual Report of the Registrant dated March 31, 1997
(filed electronically on May 21, 1997).

(b) Annual Report of the Registrant dated October 31, 1997
(filed electronically on December 19, 1997).

13. Agreements for Initial Capital, Etc. - None.

14. Model Retirement Plans (filed as Exhibits 14(a)-(d) to
Pre-Effective Amendment No. 2 to the Registration Statement
on Form N-1A of Twentieth Century World Investors, Inc.,
File No. 33-39242, filed on May 6, 1991).

15. (a) Master Distribution and Shareholder Services Plan of
Twentieth Century Capital Portfolios, Inc., Twentieth
Century Investors, Inc., Twentieth Century Strategic
Asset Allocations, Inc. and Twentieth Century World
Investors, Inc. (Advisor Class) dated September 3, 1996
(filed electronically as an Exhibit to Post-Effective
Amendment No. 9 on Form N-1A of the Registrant,
Commission File No. 33-64872).

(b) Amendment No. 1 to Master Distribution and Shareholder
Services Plan of American Century Capital Portfolios,
Inc., American Century Mutual Funds, Inc., American
Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc.(Advisor Class) dated
June 13, 1997 (filed electronically as an exhibit to
Post-Effective Amendment No. 77 on Form N-1A of
American Century Mutual Funds on July 17, 1997).

(c) Amendment No. 2 to Master Distribution and Shareholder
Services Plan of American Century Capital Portfolios,
Inc., American Century Mutual Funds, Inc., American
Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. (Advisor Class) dated
September 30, 1997 (filed electronically as an exhibit
to Post-Effective Amendment No. 78 on Form N-1A of
American Century Mutual Funds on February 26, 1998).

(d) Shareholder Services Plan of Twentieth Century Capital
Portfolios, Inc., Twentieth Century Investors, Inc.,
Twentieth Century Strategic Asset Allocations, Inc. and
Twentieth Century World Investors, Inc. (Service Class)
dated September 3, 1996 (filed electronically as an
Exhibit to Post-Effective Amendment No. 9 on Form N-1A
of the Registrant, Commission File No. 33-64872).

16. Schedule of Computation for Performance Advertising
Quotations (filed herein as EX-99.B16).

17. Power of Attorney (filed electronically as an exhibit to
Post-Effective Amendment No. 9 on Form N-1A on February 17,
1998).

18. (a) Multiple Class Plan of Twentieth Century Capital
Portfolios, Inc., Twentieth Century Investors, Inc.,
Twentieth Century Strategic Asset Allocations, Inc. and
Twentieth Century World Investors, Inc. dated September
3, 1996 (filed electronically as an Exhibit to
Post-Effective Amendment 9 on Form N-1A of the
Registrant, Commission File No. 33-64872).

(b) Amendment No. 1 to Multiple Class Plan of American
Century Capital Portfolios, Inc., American Century
Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual
Funds, Inc. dated June 13, 1997 (filed electronically
as an exhibit to Post-Effective Amendment No. 77 on
Form N-1A of American Century Mutual Funds, Inc. on
July 17, 1997).

(c) Amendment No. 2 to Multiple Class Plan of American
Century Capital Portfolios, Inc., American Century
Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual
Funds, Inc. dated September 30, 1997 (filed
electronically as an exhibit to Post-Effective
Amendment No. 78 on Form N-1A of American Century
Mutual Funds on February 26, 1998).

27. (a) Financial Data Schedule for American Century Value,
(EX-27.1.1).

(b) Financial Data Schedule for American Century Equity
Income (EX-27.1.2).

ITEM 25. Persons Controlled by or Under Common Control with Registrant - None.

ITEM 26. Number of Holders of Securities.

Number of Record Holders
As of December 31, 1997

Investor Advisor Institutional Service
Title of Series Class Class Class Class
- --------------- ----- ----- ----- -----

American Century Value 91,645 17 0 0
American Century Equity Income 18,448 3 0 0
American Century Real Estate 8,165 0 8 0

ITEM 27. Indemnification.

The Registrant is a Maryland corporation. Section 2-418 of the
Maryland General Corporation Law allows a Maryland corporation to
indemnify its officers, directors, employees and agents to the extent
provided in such statute.

Article XIII of the Registrant's Articles of Incorporation, Exibit 1,
requires the indemnification of the Registrant's directors and
officers to the extent permitted by Section 2-418 of the Maryland
General Corporation Law, the Investment Company Act of 1940 and all
other applicable laws.

The Registrant has purchased an insurance policy insuring its officers
and directors against certain liabilities which such officers and
directors may incur while acting in such capacities and providing
reimbursement to the Registrant for sums which it may be permitted or
required to pay to its officers and directors by way of
indemnification against such liabilities, subject in either case to
clauses respecting deductibility and participation.

ITEM 28. Business and Other Connections of Investment Advisor.

American Century Investment Management, Inc. (formerly known as
Investors Research Corporation), the investment advisor, is engaged in
the business of managing investments for registered investment
companies, deferred compensation plans and other institutional
investors.

ITEM 29. Principal Underwriters

(a) Funds Distributor, Inc. (the "Distributor") acts as principal
underwriter for the following investment companies.

American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
BJB Investment Funds
The Brinson Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Equity Funds, Inc.
Harris Insight Funds Trust
HT Insight Funds, Inc. d/b/a Harris Insight Funds
J.P. Morgan Institutional Funds
J.P. Morgan Funds
The JPM Series Trust
The JPM Series Trust II
LaSalle Partners Funds, Inc.
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.
Orbitex Group of Funds
St. Clair Funds, Inc.
The Skyline Funds
Waterhouse Investors Family of Funds, Inc.
WEBS Index Fund, Inc.

The Distributor is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National
Association of Securities Dealers. The Distributor is located at
60 State Street, Suite 1300, Boston, Massachusetts 02109. The
Distributor is an indirect wholly-owned subsidiary of Boston
Institutional Group, Inc., a holding company all of whose
outstanding shares are owned by key employees.

(b) The following is a list of the executive officers, directors and
partners of the Distributor:

<TABLE>
Name and Principal Business Positions and Offices with Positions and Offices with
Address* Underwriter Registrant

<S> <C> <C>
Marie E. Connolly Director, President and Chief none
Executive Officer

Richard W. Ingram Executive Vice President President, Principal Executive
and Principal Financial Officer

Donald R. Roberson Executive Vice President none

William S. Nichols Executive Vice President none

Michael S. Petrucelli Senior Vice President none

Joseph F. Tower, III Director, Senior Vice President, none
Treasurer and Chief Financial
Officer

Paula R. David Senior Vice President none

Allen B. Closser Senior Vice President none

Bernard A. Whalen Senior Vice President none

William J. Nutt Director none
- --------------------
* All addresses are 60 State Street, Suite 1300, Boston, Massachusetts 02109
</TABLE>

ITEM 30. Location of Accounts and Records.

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act, and the rules promulgated thereunder,
are in the possession of Registrant, American Century Services
Corporation and American Century Investment Management, Inc., all
located at 4500 Main Street, Kansas City, Missouri 64111.

ITEM 31. Management Services - None.

ITEM 32. Undertakings.

(a) Not applicable.

(b) The Registrant hereby undertakes to file a Post-Effective
Amendment to this Registration Statement, using reasonably
current financial statements which need not be certified, within
four to six months from the effective date of the Registrant's
1933 Act Registration Statement.

(c) The Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.

(d) The Registrant hereby undertakes that it will, if requested to do
so by the holders of at least 10% of the Registrant's outstanding
votes, call a meeting of shareholders for the purpose of voting
upon the question of the removal of a director and to assist in
communication with other shareholders as required by Section
16(c).
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it has duly caused
this Post-Effective Amendment No. 10 to its Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Kansas City, State of Missouri on the 15th day of April, 1998.

American Century Capital Portfolios, Inc.
(Registrant)

By: /s/Patrick A. Looby
Patrick A. Looby, Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 10 has been signed below by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
*Richard W. Ingram President, Principal Executive April 15, 1998
- ------------------------- and Principal Financial Officer
Richard W. Ingram

*Maryanne Roepke Vice President and Treasurer April 15, 1998
- -------------------------
Maryanne Roepke

*James E. Stowers, Jr. Director April 15, 1998
- -------------------------
James E. Stowers, Jr.

*James E. Stowers III Director April 15, 1998
- -------------------------
James E. Stowers, III

*Thomas A. Brown Director April 15, 1998
- -------------------------
Thomas A. Brown

*Robert W. Doering, M.D. Director April 15, 1998
- -------------------------
Robert W. Doering, M.D.

*Andrea C. Hall, Ph.D. Director April 15, 1998
- -------------------------
Andrea C. Hall, Ph.D.

*D. D. (Del) Hock Director April 15, 1998
- -------------------------
D. D. (Del) Hock

*Donald H. Pratt Director April 15, 1998
- -------------------------
Donald H. Pratt

*Lloyd T. Silver, Jr. Director April 15, 1998
- -------------------------
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord Director April 15, 1998
- -------------------------
M. Jeannine Strandjord

*By /s/Patrick A. Looby
Patrick A. Looby
Attorney-in-Fact
</TABLE>

EXHIBIT INDEX

EXHIBIT DESCRIPTION OF DOCUMENT
NUMBER

EX-99.B1a Articles of Incorporation of Twentieth Century Capital
Portfolios, Inc. (filed electronically as Exhibit 1a to
Post-Effective Amendment No. 5 on Form N-1A, filed on July 31,
1996, and incorporated herein by reference).

EX-99.B1b Articles Supplementary of Twentieth Century Capital Portfolios,
Inc. (filed electronically as Exhibit 1b to Post-Effective
Amendment No. 5 on Form N-1A, filed on July 31, 1996, and
incorporated herein by reference).

EX-99.B1c Articles of Amendment of Twentieth Century Capital Portfolios,
Inc., dated December 2, 1996 (filed electronically as Exhibit B1c
to Post-Effective Amendment No. 7 on Form N-1A, filed on March 3,
1997, and incorporated herein by reference).

EX-99.B1d Articles Supplementary of American Century Capital Portfolios,
Inc., dated December 2, 1996 (filed electronically as Exhibit B1d
to Post-Effective Amendment No. 7 on Form N-1A, filed on March 3,
1997, and incorporated herein by reference).

EX-99.B1e Articles Supplementary of American Century Captial Portfolios,
Inc. dated April 30, 1997 (filed electronically as Exhibit B1e to
Post-Effective Amendment No. 8 on Form N-1A, filed on May 21,
1997, and incorporated herein by reference).

EX-99.B1f Certificate of Correction to Articles Supplementary of American
Century Capital Portfolios, Inc. dated May 15, 1997 (filed
electronically as Exhibit B1f to Post-Effective Amendment No. 8
on Form N-1A, filed on May 21, 1997, and incorporated herein by
reference).

EX-99.B1g Articles Supplementary of American Century Capital Portfolios,
Inc. dated December 19, 1997 (filed electronically as Exhibit B1g
to Post-Effective Amendment No. 9 on Form N-1A, filed February
17, 1998, and incorporated herein by reference).

EX-99.B2a By-Laws of Twentieth Century Capital Portfolios, Inc. (filed
electronically as Exhibit 2 to Post-Effective Amendment No. 5 on
Form N-1A, filed on July 31, 1996, and incorporated herein by
reference).

EX-99.B2b Amendment to By-Laws of American Century Capital Portfolios, Inc.
(filed electronically as Exhibit B2b to Post-Effective Amendment
No. 9 on Form N-1A, filed February 17, 1998, and incorporated
herein by reference).

EX-99.B4 Specimen securities representing shares of common stock of
American Century Capital Portfolios, Inc. (filed electronically
as Exhibit B4 to Post-Effective Amendment No. 8 on Form N-1A,
filed on May 21, 1997, and incorporated herein by reference).

EX-99.B5a Management Agreement, dated as of August 1, 1997, between
American Century Capital Portfolios, Inc. and American Century
Investment Management, Inc. (filed electronically as Exhibit B5a
to Post-Effective Amendment No. 9 on Form N-1A, filed February
17, 1998, and incorporated herein by reference).

EX-99.B5b Investment Subadvisory Agreement by and among American Century
Capital Portfolios, Inc., American Century Investment Management,
Inc. and RREEF America L.L.C., dated January 27, 1998 (filed
electronically as Exhibit B5b to Post-Effective Amendment No. 9
on Form N-1A, filed February 17, 1998, and incorporated herein by
reference).

EX-99.B6 Distribution Agreement between American Century Capital
Portfolios, Inc. and Funds Distributor, Inc. dated January 15,
1998 (filed electronically as Exhibit 6 to Post-Effective
Amendment No. 28 on Form N-1A of American Century Target
Maturities Trust, filed on January 30, 1998, and incorporated
herein by reference).

EX-99.B8a Master Agreement by and between Twentieth Century Services, Inc.
and Commerce Bank, N.A. dated January 22, 1997 (filed
electronically as Exhibit 8(b) to Post-Effective Amendment No. 76
to the Registration Statement on Form N-1A of American Century
Mutual Funds, Inc., File No. 2-14213, filed February 28, 1997 and
incorporated herein by reference).

EX-99.B8b Global Custody Agreement between The Chase Manhattan Bank and the
Twentieth Century and Benham Funds, dated August 9, 1996 (filed
electronically as Exhibit B8 to Post-Effective Amendment No. 31
to the Registration Statement on Form N-1A of American Century
Government Income Trust, File No. 2-99222, filed February 7,
1997, and incorporated herein by reference).

EX-99.B9 Transfer Agency Agreement dated as of August 1, 1993, by and
between Twentieth Century Capital Portfolios, Inc. and Twentieth
Century Services, Inc. (filed electronically as Exhibit 9 to
Post-Effective Amendment No. 5 on Form N-1A, filed July 31, 1996,
and incorporated herein by reference).

EX-99.B10 Opinion and Consent of Counsel.

EX-99.B11 Consent of Deloitte & Touche LLP (to be filed by amendment).

EX-99.B12a Annual Report of the Registrant dated March 31, 1997 (filed
electronically on May 21, 1997, and incorporated herein by
reference).

EX-99.B12b Annual Report of the Registrant dated October 31, 1997 (filed
electronically on December 19, 1997, and incorporated herein by
reference).

EX-99.B12c Semiannual Report of the Registrant dated September 30, 1997
(filed electronically on November 19, 1997, and incorporated
herein by reference).

EX-99.B14 Model Retirement Plans (filed as Exhibits 14(a), 14(b), 14(c) and
14(d) to Pre-Effective Amendment No. 2 to the Registration
Statement and incorporated herein by reference).

EX-99.B15a Master Distribution and Shareholder Services Plan of Twentieth
Century Capital Portfolios, Inc., Twentieth Century Investors,
Inc., Twentieth Century Strategic Asset Allocations, Inc. and
Twentieth Century World Investors, Inc. (Advisor Class) dated
September 3, 1996 (filed electronically as a part of
Post-Effective Amendment No. 9 on Form N-1A of the Registrant,
Commission File No. 33-64872, filed February 17, 1998, and
incorporated herein by reference).

EX-99.B15b Amendment No. 1 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American
Century Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual Funds, Inc.
(Advisor Class) dated June 13, 1997 (filed electronically as a
part of Post-Effective Amendment No. 77 to the Registration
Statement on Form N-1A of American Century Mutual Funds, Inc.,
Commission File No. 2-14213, filed on July 17, 1997, and
incorporated herein by reference).

EX-99.B15c Amendment No. 2 to Master Distribution and Shareholder Services
Plan of American Century Capital Portfolios, Inc., American
Century Mutual Funds, Inc., American Century Strategic Asset
Allocations, Inc. and American Century World Mutual Funds, Inc.
(Advisor Class) dated September 30, 1997 (filed electronically as
a part of Post-Effective Amendment No. 78 to the Registration
Statement on Form N-1A of American Century Mutual Funds, Inc.,
Commission File No. 2-14213, filed on February 26, 1998, and
incorporated herein by reference).

EX-99.B15d Shareholder Services Plan of Twentieth Century Capital
Portfolios, Inc., Twentieth Century Investors, Inc., Twentieth
Century Strategic Asset Allocations, Inc. and Twentieth Century
World Investors, Inc. (Service Class) dated September 3, 1996
(filed electronically as a part of Post-Effective Amendment No. 9
on Form N-1A of the Registrant, Commission File No. 33-64872,
filed February 17, 1998, and incorporated herein by reference).

EX-99.B16 Schedule for Computation of Advertising Performance Quotations.

EX-99.B17 Power of Attorney dated January 23, 1998 (filed electronically as
a part of Post-Effective Amendment No. 9 on Form N-1A of the
Registrant, Commission File No. 33-64872, filed February 17,
1998, and incorporated herein by reference).

EX-99.B18a Multiple Class Plan of Twentieth Century Capital Portfolios,
Inc., Twentieth Century Investors, Inc., Twentieth Century
Strategic Asset Allocations, Inc. and Twentieth Century World
Investors, Inc. dated September 3, 1996 (filed electronically as
a part of Post-Effective Amendment No. 9 on Form N-1A of the
Registrant, Commission File No. 33-64872, filed February 17,
1998, and incorporated herein by reference).

EX-99.B18b Amendment No. 1 to Multiple Class Plan of American Century
Capital Portfolios, Inc., American Century Mutual Funds, Inc.,
American Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. dated June 13, 1997 (filed
electronically as a part of Post-Effective Amendment No. 77 to
the Registration Statement on Form N-1A of American Century
Mutual Funds, Inc., Commission File No. 2-14213, filed on July
17, 1997, and incorporated herein by reference).

EX-99.B18c Amendment No. 2 to Multiple Class Plan of American Century
Capital Portfolios, Inc., American Century Mutual Funds, Inc.,
American Century Strategic Asset Allocations, Inc. and American
Century World Mutual Funds, Inc. dated September 30, 1997 (filed
electronically as a part of Post-Effective Amendment No. 78 to
the Registration Statement on Form N-1A of American Century
Mutual Funds, Inc., Commission File No. 2-14213, filed on
February 26, 1998, and incorporated herein by reference).

EX-27.1.1 Financial Data Schedule for American Century Value.

EX-27.1.2 Financial Data Schedule for American Century Equity Income.

EX-27.1.3 Financial Data Schedule for American Century Real Estate.

DAVID H. REINMILLER
Attorney At Law
4500 Main Street, P.O. Box 418210
Kansas City, Missouri 64141-9210
Telephone (816)340-4046
Telecopier (816)340-4964

April 15, 1998

American Century Capital Portfolios, Inc.
American Century Tower
4500 Main Street
Kansas City, Missouri 64111

Ladies and Gentlemen:

As counsel to American Century Capital Portfolios, Inc., I am generally
familiar with its affairs. Based upon this familiarity, and upon the examination
of such documents as I have deemed relevant, it is my opinion that the shares of
the Corporation described in Post-Effective Amendment No. 10 to its Registration
Statement on Form N-1A to be filed with the Securities and Exchange Commission
on April 15, 1998, will, when issued, be validly issued, fully paid and
nonassessable.

For the record, it should be stated that I am an officer and employee of
American Century Services Corporation, an affiliated corporation of American
Century Investment Management, Inc., the investment adviser of American Century
Capital Portfolios, Inc.

I hereby consent to the use of this opinion as an exhibit to Post-Effective
Amendment No. 10.

Very truly yours,

/s/David H. Reinmiller
David H. Reinmiller

SCHEDULE OF COMPUTATION OF PERFORMANCE ADVERTISING QUOTATIONS

Set forth below are representative calculations of each type of total
return performance quotation included in the Statement of Additional Information
of American Century Capital Portfolios, Inc.

1. AVERAGE ANNUAL TOTAL RETURN. The average one-year annual total
return of American Century Value for the fiscal year ended March 31, 1997,
as quoted in the Statement of Additional Information, was 16.03%.

This return was calculated as follows:
n
P(1+T) = ERV

where,

P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical $1,000 payment at the
end of the period.

Applying the actual return figures of the fund for the one year period
ended March 31, 1997:

1
1,000 (1+16.03%) = $1,160.30

1
T = (1,160.30)
------------ - 1
1,000

T = 16.03%

2. CUMULATIVE TOTAL RETURN. The cumulative total return of American
Century Value from September 1, 1993 (inception) to March 31, 1997 as
quoted in the Statement of Additional Information, was 77.47%

This return was calculated as follows:

(ERV - P)
C = ---------
P

where,

C = cumulative total return
P = a hypothetical initial payment of $1,000
ERV = ending redeemable value of the hypothetical $1,000 payment at the end
of the period.

Applying the actual return figures of the fund for the period September 1,
1993 through March 31, 1997.

(1,774.70-1,000)
C = --------------
1,000

C = 77.47%

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT. INFORMATION PRESENTED IS A TOTAL OF ALL
CLASSES, EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA).
IN THOSE CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY VALUE FUND
<SERIES>
<NUMBER> 1
<NAME> AMERICAN CENTURY VALUE FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> SEP-30-1997 <F1>
<INVESTMENTS-AT-COST> 2,108,271,374
<INVESTMENTS-AT-VALUE> 2,395,004,074
<RECEIVABLES> 34,808,473
<ASSETS-OTHER> 4,342,860
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,434,155,407
<PAYABLE-FOR-SECURITIES> 10,686,727
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6,513,292
<TOTAL-LIABILITIES> 17,200,019
<SENIOR-EQUITY> 2,934,255
<PAID-IN-CAPITAL-COMMON> 1,807,902,832
<SHARES-COMMON-STOCK> 293,425,495
<SHARES-COMMON-PRIOR> 269,569,743
<ACCUMULATED-NII-CURRENT> 434,837
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 318,433,899
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 287,249,565
<NET-ASSETS> 2,416,955,388
<DIVIDEND-INCOME> 27,193,807
<INTEREST-INCOME> 1,789,784
<OTHER-INCOME> 0
<EXPENSES-NET> 10,556,723
<NET-INVESTMENT-INCOME> 18,426,868
<REALIZED-GAINS-CURRENT> 227,359,818
<APPREC-INCREASE-CURRENT> 241,116,270
<NET-CHANGE-FROM-OPS> 486,902,956
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 17,635,977
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 72,229,628
<NUMBER-OF-SHARES-REDEEMED> 50,592,232
<SHARES-REINVESTED> 2,218,356
<NET-CHANGE-IN-ASSETS> 644,123,272
<ACCUMULATED-NII-PRIOR> (356,054)
<ACCUMULATED-GAINS-PRIOR> 91,074,091
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 10,457,374
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,556,723
<AVERAGE-NET-ASSETS> 2,019,933,123
<PER-SHARE-NAV-BEGIN> 6.58<F2>
<PER-SHARE-NII> 0.06<F2>
<PER-SHARE-GAIN-APPREC> 1.66<F2>
<PER-SHARE-DIVIDEND> 0.06<F2>
<PER-SHARE-DISTRIBUTIONS> 0.00<F2>
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 8.24<F2>
<EXPENSE-RATIO> 1.00<F2>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<FN>
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT. INFORMATION PRESENTED IS A TOTAL OF ALL
CLASSES, EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA).
IN THOSE CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY EQUITY INCOME FUND
<SERIES>
<NUMBER> 2
<NAME> AMERICAN CENTURY EQUITY INCOME FUND

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> SEP-30-1997 <F1>
<INVESTMENTS-AT-COST> 253,536,799
<INVESTMENTS-AT-VALUE> 277,406,888
<RECEIVABLES> 3,688,298
<ASSETS-OTHER> 833,802
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 281,928,988
<PAYABLE-FOR-SECURITIES> 1,164,923
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 868,546
<TOTAL-LIABILITIES> 2,033,469
<SENIOR-EQUITY> 363,800
<PAID-IN-CAPITAL-COMMON> 217,884,627
<SHARES-COMMON-STOCK> 36,379,958
<SHARES-COMMON-PRIOR> 31,588,347
<ACCUMULATED-NII-CURRENT> 275,529
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 37,469,727
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 23,901,836
<NET-ASSETS> 279,895,519
<DIVIDEND-INCOME> 5,122,068
<INTEREST-INCOME> 1,074,024
<OTHER-INCOME> 0
<EXPENSES-NET> 1,214,152
<NET-INVESTMENT-INCOME> 4,981,940
<REALIZED-GAINS-CURRENT> 24,959,890
<APPREC-INCREASE-CURRENT> 21,418,210
<NET-CHANGE-FROM-OPS> 51,360,040
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,638,137
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10,872,514
<NUMBER-OF-SHARES-REDEEMED> 6,676,540
<SHARES-REINVESTED> 595,637
<NET-CHANGE-IN-ASSETS> 80,488,826
<ACCUMULATED-NII-PRIOR> (356,054)
<ACCUMULATED-GAINS-PRIOR> 91,074,081
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,212,343
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,214,152
<AVERAGE-NET-ASSETS> 233,990,483
<PER-SHARE-NAV-BEGIN> 6.31<F2>
<PER-SHARE-NII> 0.14<F2>
<PER-SHARE-GAIN-APPREC> 1.37<F2>
<PER-SHARE-DIVIDEND> 0.13<F2>
<PER-SHARE-DISTRIBUTIONS> 0.00<F2>
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 7.69<F2>
<EXPENSE-RATIO> 1.00<F2>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<FN>
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT OF AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH REPORT. INFORMATION PRESENTED IS A TOTAL OF ALL
CLASSES, EXCEPT WHERE SUCH PRESENTATION IS NOT POSSIBLE(SUCH AS PER SHARE DATA).
IN THOSE CASES, ONLY THE INVESTOR CLASS INFORMATION IS PRESENTED.
</LEGEND>
<CIK> 0000908186
<NAME> AMERICAN CENTURY REAL ESTATE FUND
<SERIES>
<NUMBER> 3
<NAME> AMERICAN CENTURY REAL ESTATE FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> OCT-31-1997 <F1>
<INVESTMENTS-AT-COST> 84,065,142
<INVESTMENTS-AT-VALUE> 89,545,500
<RECEIVABLES> 508,975
<ASSETS-OTHER> 875,280
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 90,929,755
<PAYABLE-FOR-SECURITIES> 469,095
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 163,841
<TOTAL-LIABILITIES> 632,936
<SENIOR-EQUITY> 56,223
<PAID-IN-CAPITAL-COMMON> 82,515,762
<SHARES-COMMON-STOCK> 5,622,264
<SHARES-COMMON-PRIOR> 586,383
<ACCUMULATED-NII-CURRENT> 239,230
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,005,246
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,480,358
<NET-ASSETS> 90,296,819
<DIVIDEND-INCOME> 1,490,106
<INTEREST-INCOME> 92,427
<OTHER-INCOME> 0
<EXPENSES-NET> 318,216
<NET-INVESTMENT-INCOME> 1,264,317
<REALIZED-GAINS-CURRENT> 2,097,147
<APPREC-INCREASE-CURRENT> 4,737,101
<NET-CHANGE-FROM-OPS> 8,098,565
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 823,388
<DISTRIBUTIONS-OF-GAINS> 643,767
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,331,301
<NUMBER-OF-SHARES-REDEEMED> 2,381,513
<SHARES-REINVESTED> 86,093
<NET-CHANGE-IN-ASSETS> 83,087,463
<ACCUMULATED-NII-PRIOR> 87,808
<ACCUMULATED-GAINS-PRIOR> 200,443
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 295,909
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 318,216
<AVERAGE-NET-ASSETS> 29,106,097
<PER-SHARE-NAV-BEGIN> 12.29<F2>
<PER-SHARE-NII> 0.67<F2>
<PER-SHARE-GAIN-APPREC> 4.13<F2>
<PER-SHARE-DIVIDEND> 0.48<F2>
<PER-SHARE-DISTRIBUTIONS> 0.55<F2>
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 16.06<F2>
<EXPENSE-RATIO> 1.17<F2>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<FN>
<F1>SCHEDULE REFLECTS THE TOTAL FOR ALL CLASSES, EXCEPT WHERE INDICATED.
<F2>INVESTOR CLASS INFORMATION ONLY.
</FN>

</TABLE>