AMERICAN CENTURY CAPITAL PORTFOLIOS INC
N-30D, 1998-05-26
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                                    ANNUAL
                                    REPORT

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


                                MARCH 31, 1998

                                   AMERICAN
                                    CENTURY
                                     GROUP

                                     Value
                                 Equity Income


                               TABLE OF CONTENTS

Report Highlights .........................................................    1
Our Message to You ........................................................    2
Market Perspective ........................................................    3
Value
           Performance & Portfolio Information ............................    4
           Management Q & A ...............................................    5
           Schedule of Investments ........................................    8
           Financial Highlights ...........................................   26
Equity Income
           Performance & Portfolio Information ............................   11
           Management Q & A ...............................................   12
           Schedule of Investments ........................................   15
           Financial Highlights ...........................................   29
Statements of Assets and Liabilities ......................................   18
Statements of Operations ..................................................   19
Statements of Changes in Net Assets .......................................   20
Notes to Financial Statements .............................................   21
Independent Auditors' Report ..............................................   31
Share Class and Retirement Account
Information ...............................................................   32
Background Information
           Investment Philosophy & Policies ...............................   36
           Comparative Indices ............................................   36
           Investment Team Leaders ........................................   36
Glossary ..................................................................   37

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

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

We welcome your comments or questions about this report.

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

American  Century and The Benham Group are registered  marks of American Century
Services Corporation.

                                                    AMERICAN CENTURY INVESTMENTS


                               REPORT HIGHLIGHTS

                                     VALUE
                               INVESTOR CLASS(1)

                          TOTAL RETURNS: AS OF 3/31/98
                               6 Months 10.88%(2)
                                  1 Year 39.94%
                            NET ASSETS: $2.7 billion
                                 (AS OF 3/31/98)
                             INCEPTION DATE: 9/1/93
                              TICKER SYMBOL: TWVLX


                                 EQUITY INCOME
                               INVESTOR CLASS(1)

                          TOTAL RETURNS: AS OF 3/31/98
                               6 Months 11.10%(2)
                                  1 Year 37.78%
                            NET ASSETS: $356 million
                                 (AS OF 3/31/98)
                             INCEPTION DATE: 8/1/94
                              TICKER SYMBOL: TWEIX

                        (1) See Share Classes, page 32.

                              (2) Not annualized.

MARKET PERSPECTIVE

*     The U.S.  stock market  continued its powerful  advance  during the fiscal
      year ended  March 31,  1998.  The S&P 500  gained  47.85% and the S&P 500/
      BARRA Value Index was up 42.48%.

*     A robust economy has fueled the stock market's performance.  Low inflation
      and  interest  rates  and  continued   corporate   earnings   growth  have
      contributed to a strong economy.

*     Earnings growth and profitability are top corporate  priorities.  The U.S.
      is one of the most  technologically  proficient of the industrial nations,
      and U.S. companies are enjoying high internal returns.

*     Investors  continue  to pour  money  into the  market.  Stock  prices  and
      investor  expectations remain very high. On a historical basis,  corporate
      assets are expensive, and the average stock dividend is at a record low.

VALUE

*     Investor  Class shares  posted a total return of 39.94% for the year ended
      March 31, 1998. It slightly trailed its benchmark, the S&P 500/BARRA Value
      Index, which returned 42.48%. (See Total Returns on page 4.)

*     Two industries  performed especially well during the period -- banking and
      financial  services.  Value was somewhat  underweighted  in those  sectors
      relative  to its  benchmark  when  the  period  began.  However,  a timely
      purchase of NationsBank Corp. helped bring the weighting more in line with
      the index.

*     Food and beverage  company stocks produced mixed returns.  Universal Foods
      and Archer Daniels Midland contributed significantly to performance.  IBP,
      a large beef and pork processor, turned in a disappointing fourth quarter.

*     We reduced holdings in the electric utility sector when these stocks moved
      higher in late 1997. We increased the fund's  weighting in oil and natural
      gas as valuations became more attractive.

EQUITY INCOME

*     Investor  Class shares posted  excellent  results,  gaining 37.78% for the
      year ended  March 31,  1998,  compared  to 37.52% for its  benchmark,  the
      Lipper Equity Income Fund Index. (See Total Returns on page 11.)

*     Equity Income benefited from  consolidation and merger activity in several
      sectors, including banking and financial services, telephone utilities and
      industrial equipment.

*     Giant Food,  Inc.,  the fund's  largest  holding,  was also one of its top
      performing stocks.

*     Returns were also  enhanced by increased  holdings in the  healthcare  and
      energy industries. However, we did reduce the fund's stake in utilities as
      these stocks moved higher in late 1997.

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


     ANNUAL REPORT                                     REPORT HIGHLIGHTS      1


                              OUR MESSAGE TO YOU

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

    Stocks have  posted  historic  returns  over the last three  calendar  years
(1995-1997),  and the last six months of our fiscal year,  which ended March 31,
did not interrupt the momentum.  U.S.  financial  indices continued to soar. The
generous  market values  accorded many large  marquee  companies  grew even more
generous, and small to midsize stocks performed very respectably.

    Is this the best we can expect? Or, are prices headed higher?

    We've been optimistic about the stock market for many years, and today is no
exception.  We believe stocks should produce good returns.  But there is one key
provision:  Inflation  and  interest  rates must remain low. Low  inflation  and
interest rates fuel economic  growth and provide a good  environment  for stocks
and other  financial  assets.  Our  capital  markets  should  thrive  until that
environment changes.

    Corporate  America  is  also  in  excellent  health.  Companies  are  highly
productive and  generating  historically  strong  returns on their  investments,
including investments in their own stock. A slowdown in earnings could cause the
equity markets to stumble,  but such a correction should prove temporary as long
as inflation remains low.

    Finally, it pays to keep in mind that this is a market of individual stocks.
Not every company and industry is selling at record prices. Many are undervalued
even by the standards of a less enthusiastic  market.  These are the stocks that
interest  American  Century Value and American  Century Equity Income,  and both
funds are finding ample opportunities.

    The past six months have also been eventful for American Century. As many of
you may know, we gained a powerful business partner this past January, when J.P.
Morgan became a substantial minority  shareholder.  The new business partnership
will allow both companies to offer investors a highly diverse menu of investment
options and services.

    We're also  working hard to get our  computer  systems  ready for year 2000.
Year 2000 has been widely  publicized in the financial  press.  It refers to the
possible inability of computer systems to distinguish between the years 1900 and
2000. Like other financial  companies,  many of our computer  operations involve
some  type of date  comparison  or date  calculation.  Most of our  systems  are
already  year  2000  compliant,  and we  anticipate  that  the  rest  will be in
compliance by the end of the year.

    In closing, we're proud to note that 1998 marks the 40th year since American
Century  launched its first mutual  funds.  Not many fund  companies can claim a
40-year track  record,  or a fund family that  includes  nearly 70 stock,  bond,
money market and blended (stock and bond) funds that provide investors with such
a wide  range of choice and  flexibility.  Whatever  your  financial  goals,  we
believe we have an outstanding group of funds to help you reach them.

    Thank you for your investment with American Century.

Sincerely,

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


2      OUR MESSAGE TO YOU                     AMERICAN CENTURY INVESTMENTS


                              MARKET PERSPECTIVE

[line graph - data below]

U.S. STOCK MARKET PERFORMANCE (Growth of $1.00)
For the one-year period ended March 31, 1998

                S&P 500          NASDAQ      S&P BARRA VALUE

3/31/97          $1.00           $1.00           $1.00
4/30/97          $1.06           $1.03           $1.04
5/31/97          $1.12           $1.15           $1.10
6/30/97          $1.17           $1.18           $1.14
7/31/97          $1.27           $1.30           $1.24
8/31/97          $1.19           $1.30           $1.18
9/30/97          $1.26           $1.38           $1.25
10/31/97         $1.22           $1.30           $1.20
11/30/97         $1.27           $1.31           $1.25
12/31/97         $1.30           $1.29           $1.28
1/31/98          $1.31           $1.33           $1.26
2/28/98          $1.40           $1.45           $1.36
3/31/98          $1.48           $1.50           $1.42

       Nasdaq Composite Index ...............................  50.25%
       S&P 500 ..............................................  47.85%
       S&P/BARRA Value Index ................................  42.48%

PUSHING THE ENVELOPE

    Just how quickly has the market appreciated over the past few years? It took
15 years,  from 1972-1987,  for the Dow Jones Industrial  Average to double.  It
then took only eight years to double  again.  Three and a half years  later,  in
mid-1997, it had doubled once more, to 8000.

    So it is not  surprising  that  calendar  1995-1997  marked  one of the best
three-year  performance  runs on record.  It was, in fact,  the most  consistent
performance period ever for large-stock indices like the Dow Industrials and S&P
500.  All three  years saw returns  top 20%.  The S&P 500 gained  47.85% for the
fiscal year ended March 31, and the S&P 500/Barra Value Index was up 42.48%.

    As of mid-April, the averages were still climbing, undeterred by warnings of
lower corporate earnings,  the collapse of the "Asian Miracle," and a tight U.S.
labor market.

    How can we account for the market's success?

A PRODUCTIVE ECONOMY

    Stocks owe much of their success to a robust economy.  The U.S. is currently
enjoying  an economic  growth  rate north of 3%, a number  that many  economists
thought  unsustainable  without igniting higher inflation.  For the last several
years,  we've had virtually  full  employment  and minimal  inflation  --in 1997
prices rose at the slowest pace in 12 years. Interest rates are among the lowest
since the 1960s.

    A successful market is also tied to the success of individual companies.  In
the 1980s, the corporate mantra was "growth for growth's sake." Attention to the
bottom line was often secondary. Today, earnings growth and profitability are at
the top of the  business  agenda.  We are also  one of the most  technologically
proficient of the industrial  nations.  As a result, U.S. companies are enjoying
strong internal returns.  Return on equity, for example, which is one measure of
a company's value to its shareholders,  is annualizing above 20%, a heady number
by historical  standards.  The new corporate  agenda has also been  reflected in
earnings,  which have been on a  double-digit  growth spurt for five of the last
six years.

    By some key measures,  however, stock prices are very expensive. The average
stock in the S&P 500 now  costs  more than 25 times  last  year's  earnings,  an
historical high.  Corporate assets are also richly valued.  Investors are paying
roughly  five times  balance  sheet  assets,  or twice the  historical  average.
Dividends on the average S&P stock are less than 1.5%, another record.

INFLATION, INTEREST RATES, AND EARNINGS

    What could make the world less equity-friendly?  Most probably, an upturn in
inflation or a  substantial  decline in earnings.  One doesn't have to look much
farther than last summer,  when oil prices  spiked,  and the economic  crisis in
Southeast Asia deepened.  Together,  they raised the specter of higher inflation
and lower  earnings,  and  temporarily  set the market on its ear. If  inflation
picks up,  interest rates are likely to rise too as the bond market,  along with
the Federal  Reserve,  lift rates to slow the  economy.  In 1997,  however,  oil
prices went into a tailspin  when Asian  demand  fell,  and in March,  as stocks
soared,  crude oil prices hit a nine-year low. Meanwhile,  the fallout from Asia
continues to impact corporate earnings.

    This remains a very powerful market, but expectations are high. While we are
optimistic about the market's long-term prospects,  in the short run it may need
to digest its gains.


     ANNUAL REPORT                                    MARKET PERSPECTIVE      3


<TABLE>
<CAPTION>
                                     VALUE

 TOTAL RETURNS AS OF MARCH 31, 1998*

                                                                             AVERAGE ANNUAL RETURNS
                                           6 MONTHS         1 YEAR          3 YEARS      LIFE OF FUND
- ------------------------------------------------------------------------------------------------------------------------
 INVESTOR CLASS (inception 9/1/93)
<S>                                         <C>             <C>              <C>           <C>   
   Value .................................  10.88%          39.94%           27.60%        21.98%
   S&P 500 ...............................  17.18%          47.85%           32.73%        23.77%
   S&P 500/BARRA Value ...................  14.03%          42.48%           30.26%        21.24%
- ------------------------------------------------------------------------------------------------------------------------
 ADVISOR CLASS (inception 10/2/96)
   Value .................................  10.73%          39.60% .....................   31.70%
   S&P 500 ...............................  17.18%          47.85% .....................   38.67%
   S&P 500/BARRA Value ...................   4.03%          42.48% .....................   36.08%
- ------------------------------------------------------------------------------------------------------------------------
 INSTITUTIONAL CLASS (inception 7/31/97)
   Value .................................  10.93% .....................................   17.14%
   S&P 500 ...............................  17.18% .....................................   16.82%
   S&P 500/BARRA Value ...................  14.03% .....................................   15.25%
</TABLE>

*Returns for periods less than one year are not annualized.

See  pages  32,  36  and  37 for  more  information  about  share  classes,  the
comparative indices and returns.


[mountain graph - data below]

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

$10,000 INVESTMENT MADE ON 9/1/93

Value on 3/31/98
                          S & P BARRA     S & P 500
              VALUE       VALUE INDEX       INDEX
             $13,174        $12,635        $13,350

                          S & P BARRA     S & P 500
              VALUE       VALUE INDEX       INDEX
9/1/93       $10,000        $10,000        $10,000
9/30/93      $13,174        $12,635        $13,350
10/31/93     $13,174        $12,635        $13,350
11/30/93     $13,174        $12,635        $13,350
12/31/93     $13,174        $12,635        $13,350
1/31/94      $13,174        $12,635        $13,350
2/28/94      $13,174        $12,635        $13,350
3/31/94      $13,174        $12,635        $13,350
4/30/94      $13,174        $12,635        $13,350
5/30/94      $13,174        $12,635        $13,350
6/30/94      $13,174        $12,635        $13,350
7/31/94      $13,174        $12,635        $13,350
8/31/94      $13,174        $12,635        $13,350
9/30/94      $13,174        $12,635        $13,350
10/31/94     $13,174        $12,635        $13,350
11/30/94     $13,174        $12,635        $13,350
12/31/94     $13,174        $12,635        $13,350
1/31/95      $13,174        $12,635        $13,350
2/28/95      $13,174        $12,635        $13,350
3/31/95      $13,174        $12,635        $13,350
4/30/95      $13,174        $12,635        $13,350
5/31/95      $13,174        $12,635        $13,350
6/30/95      $13,174        $12,635        $13,350
7/31/95      $13,174        $12,635        $13,350
8/31/95      $13,174        $12,635        $13,350
9/30/95      $13,174        $12,635        $13,350
10/31/95     $13,174        $12,635        $13,350
11/30/96     $13,174        $12,635        $13,350
12/31/96     $13,174        $12,635        $13,350
1/31/96      $13,174        $12,635        $13,350
2/29/96      $13,174        $12,635        $13,350
4/1/00       $13,174        $12,635        $13,350
5/1/00       $13,174        $12,635        $13,350
6/1/00       $13,174        $12,635        $13,350
7/1/00       $13,174        $12,635        $13,350
8/1/00       $13,174        $12,635        $13,350
9/1/00       $13,174        $12,635        $13,350
10/1/00      $13,174        $12,635        $13,350
11/1/00      $13,174        $12,635        $13,350
12/1/00      $13,174        $12,635        $13,350
1/1/01       $13,174        $12,635        $13,350
2/1/01       $13,174        $12,635        $13,350
3/1/01       $13,174        $12,635        $13,350
4/1/01       $13,174        $12,635        $13,350
5/1/01       $13,174        $12,635        $13,350
6/1/01       $13,174        $12,635        $13,350
7/1/01       $13,174        $12,635        $13,350
8/1/01       $13,174        $12,635        $13,350
9/1/01       $13,174        $12,635        $13,350
10/1/01      $13,174        $12,635        $13,350
11/1/01      $13,174        $12,635        $13,350
12/1/01      $13,174        $12,635        $13,350
1/1/02       $13,174        $12,635        $13,350
2/1/02       $13,174        $12,635        $13,350
3/1/02       $13,174        $12,635        $13,350
4/1/02       $13,174        $12,635        $13,350

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original  cost.  Data quoted is for Investor Class only;  performance  for other
classes will vary due to  differences  in fee  structure  (see the Total Returns
table above).  The line representing the fund's total return includes  operating
expenses (such as transaction  costs and management  fees) that reduce  returns,
while the total return lines of the indices do not.

PORTFOLIO CHARACTERISTICS AT A GLANCE

                                                3/31/98           3/31/97
Number of Companies                               72                72
Average Dividend
   Yield of Holdings                             1.8%              2.6%
Price/Earnings Ratio                             19.0              14.8
Portfolio Turnover                               130%              111%
Expense Ratio (for Investor Class)              1.00%             1.00%


4        VALUE                                  AMERICAN CENTURY INVESTMENTS


                                     VALUE

MANAGEMENT Q & A

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

How did the fund perform over the last 12 months?

    For the year ended March 31, 1998, Value performed very respectably, posting
a total return of 39.94%.* It slightly trailed its benchmark,  the S&P 500/BARRA
Value Index, which gained 42.48%. Neither the fund nor its benchmark matched the
47.85% gain recorded by the S&P 500 for the same period.

What caused Value to underperform the S&P 500?

    There  were  several  factors.  Perhaps  most  significant  is that Value is
managed with a risk-adjusted  approach,  which is designed to enable the fund to
participate  in up markets and also protect  assets in down  markets.  Given the
fund's less aggressive approach,  we would not expect its performance to surpass
or even match that of the S&P 500 when the  market is this  strong.  By the same
token,  we expect the fund to drop less than the index  should  the market  head
down.

    Secondly,  the  market  environment  during  the  period  was  one in  which
investors flocked to large, high-quality growth stocks. We found this segment of
the market overvalued,  and few of these large-cap stocks fell within the fund's
investment    parameters.    As   a   result,   we   turned   predominantly   to
mid-capitalization value stocks.

    Overall,  we are pleased with Value's one-year return of nearly 40% and feel
that it compares quite favorably with the S&P 500's gain for the year.

What  explains  the  fund's  performance  relative  to its  benchmark,  the  S&P
500/BARRA Value Index?

    Value seeks long-term capital  appreciation using a bottom-up  approach.  We
think defensively,  analyzing one stock at a time, and buy and sell stocks using
very

*All funds returns referenced in this interview are for Investor Class shares.


[bar chart - data below]

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

DATE       VALUE       S&P BARRA

1994       0.83%       -2.91%
1995       18.56%       12.64%
1996       27.94%       32.94%
1997       16.03%       16.70%
1998       39.94%       42.48%

This  chart  illustrates  the  returns of the fund's  Investor  Class  since its
inception and compares them with the index's  returns.  The fund's total returns
include operating expenses,  while the index's returns do not. See page 36 for a
description of the index. Past performance is no guarantee of future results.

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


     ANNUAL REPORT                                                 VALUE      5


                                     VALUE

disciplined  criteria.  As part of that more defensive posture,  Value had taken
somewhat smaller  positions than the index in two industries that performed well
throughout  the  year  --  banking  and  financial  services.  These  industries
continued  an  unusually  long  run  of  good  performance.   Although  we  were
underweighted throughout the period, we purchased shares of NationsBank Corp. at
very attractive prices in September and also bought into CIT Group, a commercial
finance company,  in March.  Telephone  utilities also had an outstanding  year,
fueled in part by continued  good earnings,  the  acquisition of MCI by WorldCom
and speculation  regarding other potential  acquisitions in the industry.  Value
was materially  underweighted relative to the index and therefore missed some of
that appreciation.

What stocks added to returns?

    Two of the fund's best performing stocks were Mercantile  Bancorporation and
First Virginia Bank.  Both benefited from the continued  merger and  acquisition
activity in the financial services industry.  Mercantile's shares returned 21.8%
in the fourth  quarter of 1997 alone,  and both stocks  closed out 1997 at their
highs.

    A handful of food and  beverage  stocks also  contributed  significantly  to
returns,  among them Universal Foods and Archer Daniels Midland (ADM). Universal
Foods makes food additives, flavorings and colorings and dehydrated products for
the food processing and baking markets.  The company enjoyed  increasing profits
and growth as a result of ongoing expense  controls and an expanded product line
made  possible  through  the  company's  acquisition  of  several  smaller  food
manufacturers  in  1997.  ADM,  one of the  world's  largest  corn  and  soybean
processors,  experienced  weak  earnings  in early  1997.  Its  share  price was
depressed due to concerns  about high grain prices and price  competition in the
high  fructose  corn syrup (HFCS)  market.  The worries  about high grain prices
evaporated   later  in  the  year  when  grain  harvests  were  respectable  and
substantial share price appreciation  followed.  The fund significantly  reduced
its investment in ADM on this development.  Overcapacity had kept HFCS prices in
check, but increasing  demand by the soft drink industry and greater demand from
Mexico is working to ease the excess  capacity  problem,  which suggests  better
pricing going forward.

    Another solid contributor was Superior Industries. Superior is the dominant
maker of aluminum wheels, which have been steadily taking market share in the
U.S. from their steel counterparts. The company is

TOP TEN HOLDINGS                                  % of fund investments
                                                As of             As of
                                                3/31/98          9/30/97

Giant Food Inc. Cl A                            4.3%               4.6%
Superior Industries
International, Inc.                             2.4%               2.3%
Burlington Resources Inc.                       2.4%               0.9%
IBP, Inc.                                       2.4%               2.6%
Dillard's, Inc. Cl A                            2.3%               1.0%
Great Lakes Chemical Corp.                      2.3%               2.5%
Mallinckrodt Inc.                               2.3%               2.9%
Ameren Corporation                              2.1%                --
Browning-Ferris Industries, Inc.                2.0%                --
Mercantile Stores Co., Inc.                     2.0%               0.7%


 TOP FIVE INDUSTRIES                              % of fund investments
                                                As of             As of
                                                3/31/98          9/30/97

Energy (Production & Marketing)                 11.4%           8.7%
Chemicals & Resins                              10.4%           6.2%
Healthcare                                      8.3%            2.8%
Food & Beverage                                 7.4%            7.6%
Banking                                         5.6%            5.6%


6      VALUE                                  AMERICAN CENTURY INVESTMENTS


                                     VALUE

moving into new markets and is expanding its product line;  however,  its recent
earnings recovery has been fueled in large part by a turnaround at the company's
chrome-plating facility, which suffered through a costly start-up phase in 1996.
Steady volume gains have been  important  recently.  Superior  continues to post
good returns and has used its discretionary cash to implement a meaningful share
repurchase program.

Which stocks dampened performance?

    Although food and beverage  companies in general were good  performers,  one
holding was  disappointing.  IBP, the world's  largest beef and pork  processor,
suffered a surprise in late 1997 when  fourth-quarter  earnings were reported at
almost 50% below  estimates.  The Asian economic crisis had a negative impact on
the company's exports, while food safety concerns,  plant start-up costs, and an
abundant supply of competing meats all combined to hurt operations.

    Tecumseh  Products  also  was  a   disappointment.   Tecumseh  is  a  sound,
well-managed  company that  manufactures  compressors for  refrigerators and air
conditioners.   We  bought  the  stock  at  an  attractive  price.   However,  a
cooler-than-expected  summer resulted in soft demand for the company's products,
a problem that was compounded by increasing  investor  concern about an economic
slowdown and currency  devaluation in Brazil,  an important market for Tecumseh.
The two events ultimately caused the stock price to decline more than 18% in the
second half of the period.  However,  we are maintaining the position because we
believe  Tecumseh  will  overcome  these  short-term  difficulties  and  produce
attractive returns.

What changes did you make to the portfolio since the semiannual report?

    Our  greatest  shift has been in the  electric  utilities  sector,  where we
reduced  holdings from 8% of  investments  at mid-period to just 3% at March 31.
Stocks we  eliminated  include  Wisconsin  Energy,  Texas  Utilities and Florida
Progress. These stocks moved significantly higher in late 1997 as interest rates
fell and investors  became  defensive in the wake of the Asian currency  crisis,
making the utilities sector the top-performing  group in the fourth quarter.  We
also eliminated  several  chemical stocks and some food retailers  because their
prices approached what we consider fair valuation.

    On the buy side, we increased the weighting in oil and natural gas producers
from 8.7% at mid-year  to 11.4% on March 31 as prices  weakened  and  valuations
became more  attractive.  We also  increased  holdings in  healthcare as several
attractive opportunities arose.

What is your outlook for the fund going forward?

    When stock  prices are rising  rapidly,  value-oriented  funds may trail the
broad  market.  We are pleased with Value's  performance  in the current  robust
market environment, but we would like to emphasize that this fund's objective is
not only to participate in up markets, but to protect assets in down markets. We
may continue to see the market produce  exceptional  returns,  but that would be
somewhat unusual. We expect that Value's risk-adjusted,  bottom-up approach will
perform relatively better in more normal market  environments during which stock
prices  advance in line with  long-term  common  stock  returns.  We continue to
search for and purchase securities of seasoned,  established  businesses that we
believe are temporarily undervalued.


     ANNUAL REPORT                                                 VALUE      7


<TABLE>
<CAPTION>
                            SCHEDULE OF INVESTMENTS

                                     VALUE

MARCH 31, 1998

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


 COMMON STOCKS

<S>                  <C>                                             <C>      
AEROSPACE & DEFENSE--2.0%
                   359,200  Litton Industries, Inc.(1)                 $       20,721,350
                   590,100  Raytheon Co. Cl A                                  33,561,938
                                                                     ------------------------
                                                                               54,283,288
                                                                     ------------------------

AUTOMOBILES & AUTO PARTS--4.7%
                 2,065,200  Cooper Tire and Rubber Company                     49,048,500
                   603,600  Pep Boys-Manny, Moe & Jack (The)                   13,995,975
                 2,024,200  Superior Industries International, Inc.(2)         67,178,138
                                                                     ------------------------
                                                                              130,222,613
                                                                     ------------------------

BANKING--5.6%
                   823,250  First Virginia Banks, Inc.                         46,204,906
                 1,019,800  Mercantile Bancorporation Inc.                     55,897,788
                   730,000  NationsBank Corp.                                  53,244,375
                                                                     ------------------------
                                                                              155,347,069
                                                                     ------------------------

BUILDING & HOME IMPROVEMENTS--0.5%
                   302,300  York International Corporation                     13,603,500
                                                                     ------------------------

BUSINESS SERVICES & SUPPLIES--0.9%
                 1,200,000  Reynolds & Reynolds Co.                            26,250,000
                                                                     ------------------------

CHEMICALS & RESINS--10.4%
                   583,000  Air Products and Chemicals, Inc.                   48,316,125
                   860,100  BetzDearborn Inc.                                  48,541,894
                   287,600  Engelhard Corp.                                     5,464,400
                 1,178,900  Great Lakes Chemical Corp.                         63,660,600
                   921,900  Lubrizol Corp.                                     35,493,150
                 1,316,800  Nalco Chemical Co.                                 53,412,700
                   663,400  Praxair, Inc.                                      34,123,637
                                                                     ------------------------
                                                                              289,012,506
                                                                     ------------------------

COMMUNICATIONS EQUIPMENT(3)
                    32,100  Andrew Corp.(1)                                       634,978
                                                                     ------------------------

COMPUTER SOFTWARE & SERVICES--2.2%
                   391,400  First Data Corp.                                   12,720,500
                 1,213,900  GTECH Holdings Corp.(1)                            47,190,363
                                                                     ------------------------
                                                                               59,910,863
                                                                     ------------------------


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

ELECTRICAL & ELECTRONIC
COMPONENTS--5.1%
                   986,100  AMP, Inc.                                 $       43,203,506
                   753,000  Cooper Industries, Inc.                           44,756,437
                 1,177,800  General Signal Corp.                              55,062,150
                                                                    ------------------------
                                                                             143,022,093
                                                                    ------------------------

ENERGY (PRODUCTION & MARKETING)--11.4%
                 1,079,600  Apache Corp.                                      39,675,300
                   350,700  Atlantic Richfield Co.                            27,573,789
                 1,389,600  Burlington Resources Inc.                         66,613,950
                   748,200  Murphy Oil Corp.                                  37,503,525
                 1,951,200  Seagull Energy Corp.(1)                           37,438,650
                 1,103,700  Swift Energy Co.(2)                               18,831,881
                 1,158,600  Ultramar Diamond Shamrock Corp.                   40,840,650
                 1,319,100  Unocal Corp.                                      51,032,681
                                                                    ------------------------
                                                                             319,510,426
                                                                    ------------------------

ENVIRONMENTAL SERVICES--3.6%
                 1,733,800  Browning-Ferris Industries, Inc.                  56,565,225
                 2,342,400  Waste Management
                               International plc ADR(1)                       17,275,200
                   847,000  Waste Management, Inc.                            26,098,188
                                                                    ------------------------
                                                                              99,938,613
                                                                    ------------------------

FINANCIAL SERVICES--0.8%
                   679,000  CIT Group Holdings, Inc. (The) Cl A(1)            22,152,375
                                                                    ------------------------

FOOD & BEVERAGE--7.4%
                 1,890,957  Archer-Daniels-Midland Co.                        41,482,869
                   572,200  Chiquita Brands International, Inc.                7,831,988
                 2,927,100  IBP, Inc.                                         65,676,806
                 2,513,000  Tyson Foods, Inc. Cl A                            48,375,250
                   903,800  Universal Foods Corp.                             44,286,200
                                                                    ------------------------
                                                                             207,653,113
                                                                    ------------------------

HEALTHCARE--8.3%

                   595,000  Aetna Inc.                                        49,645,312
                 1,142,400  Allergan, Inc.                                    43,411,200
                   257,000  Bausch & Lomb Inc.                                11,741,688
                   948,200  Beckman Coulter, Inc.(2)                          54,343,713
                   420,000  Lab Holdings Inc.(2)                               9,870,000
                 1,603,700  Mallinckrodt Inc.                                 63,346,150
                                                                    ------------------------
                                                                             232,358,063
                                                                    ------------------------

See Notes to Financial Statements


8      VALUE                                  AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS

                                     VALUE

MARCH 31, 1998

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

INDUSTRIAL EQUIPMENT & MACHINERY--1.0%
                   535,400  Tecumseh Products Cl A                     $      28,811,213
                                                                    -------------------------

INSURANCE--2.0%
                   513,300  Argonaut Group, Inc.                              18,526,922
                   247,000  CNA Financial Corp.(1)                            37,050,000
                                                                    -------------------------
                                                                              55,576,922
                                                                    -------------------------

LEISURE--2.0%
                   629,900  Eastman Kodak Co.                                 40,864,762
                   371,000  Polaroid Corp.                                    16,324,000
                                                                    -------------------------
                                                                              57,188,762
                                                                    -------------------------

METALS & MINING--5.4%
                   808,500  Aluminum Co. of America                           55,634,906
                   567,000  Arch Coal Inc.                                    15,309,000
                 1,287,500  Barrick Gold Corp.                                27,842,187
                   827,000  Reynolds Metals Co.                               50,808,812
                                                                    -------------------------
                                                                             149,594,905
                                                                    -------------------------

PAPER & FOREST PRODUCTS--3.5%
                   465,000  Chesapeake Corp.                                  16,042,500
                   968,300  Rayonier, Inc.                                    44,239,206
                    99,300  Schweitzer-Mauduit International, Inc.             3,425,850
                 1,105,600  Westvaco Corp.                                    33,997,200
                                                                    -------------------------
                                                                              97,704,756
                                                                    -------------------------

PRINTING & PUBLISHING--1.8%
                 1,176,500  Banta Corp.                                       36,434,734
                   460,200  McClatchy Newspapers, Inc.                        13,719,713
                                                                    -------------------------
                                                                              50,154,447
                                                                    -------------------------

RAILROAD--1.8%
                   853,000  CSX Corp.                                         50,753,500
                                                                    -------------------------

RETAIL (FOOD & DRUG)--5.3%
                 3,122,900  Giant Food Inc. Cl A(2)                          120,622,012
                   644,600  Hannaford Brothers Co.                            28,644,412
                                                                    -------------------------
                                                                             149,266,424
                                                                    -------------------------

RETAIL (GENERAL MERCHANDISE)--4.3%
                 1,754,600  Dillard's Inc. Cl A                               64,810,537
                   841,200  Mercantile Stores Co., Inc.                       56,518,125
                                                                    -------------------------
                                                                             121,328,662
                                                                    -------------------------


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

RETAIL (SPECIALTY)--0.7%
                  680,000  Toys 'R' Us, Inc.(1)                        $      20,442,500
                                                                    -------------------------

RUBBER & PLASTICS--2.1%
                  955,000  Rubbermaid Inc.                                    27,217,500
                1,134,500  Tupperware Corp.                                   30,206,062
                                                                    -------------------------
                                                                              57,423,562
                                                                    -------------------------

TRANSPORTATION--1.0%
                  413,800  XTRA Corp.(2)                                      26,690,100
                                                                    -------------------------

UTILITIES--3.1%
                1,385,100  Ameren Corporation                                 58,347,338
                  875,800  Kansas City Power & Light Co.                      27,587,700
                                                                    -------------------------
                                                                              85,935,038
                                                                    -------------------------

TOTAL COMMON STOCKS--96.9%                                                 2,704,770,291
                                                                    -------------------------
   (Cost $2,348,034,184)


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

  TEMPORARY CASH INVESTMENTS--3.1%

Repurchase Agreement, Morgan Stanley Group, Inc.,
       (U.S. Treasury obligations), in a joint trading
       account at 5.90%, dated 3/31/98, due 4/1/98
       (Delivery value $85,914,078)                                           85,900,000
                                                                    -------------------------

   (Cost $85,900,000)


TOTAL INVESTMENT SECURITIES--100.0%                                       $2,790,670,291
                                                                    =========================
   (Cost $2,433,934,184)

See Notes to Financial Statements
</TABLE>


     ANNUAL REPORT                                                 VALUE      9


                            SCHEDULE OF INVESTMENTS

                                     VALUE

NOTES TO SCHEDULE OF INVESTMENTS

ADR = American Depositary Receipt

(1)   Non-income producing.

(2)   Affiliated  Company:  represents  ownership  of at least 5% of the  voting
      securities of the issuer and is, therefore, an affiliate as defined in the
      Investment  Company  Act of  1940.  (See  Note  5 in  Notes  to  Financial
      Statements for a summary of  transactions  for each issuer which is or was
      an affiliate at or during the year ended March 31, 1998.)

(3)   Investment in industry is less than 0.05% of total investment securities.

See Notes to Financial Statements


10      VALUE                                  AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                                 EQUITY INCOME

 TOTAL RETURNS AS OF MARCH 31, 1998(1)

                                                         AVERAGE ANNUAL RETURNS

                                                6 MONTHS        1 YEAR         3 YEARS       LIFE OF FUND

- ------------------------------------------------------------------------------------------------------------------------
 INVESTOR CLASS (inception 8/1/94)
<S>                                              <C>             <C>             <C>            <C>   
   Equity Income ..............................  11.10%          37.78%          26.26%         24.45%
   S&P 500 ....................................  17.18%          47.85%          32.73%         29.70%
   Lipper Equity Income Fund Index ............  12.91%          37.52%          25.97%         22.82%
- ------------------------------------------------------------------------------------------------------------------------
 ADVISOR CLASS (inception 3/7/97)
   Equity Income ..............................  11.01%          37.71% ....................    31.35%
   S&P 500 ....................................  17.18%          47.85% ....................    36.91%
   Lipper Equity Income Fund Index ............  12.91%          37.52% ....................   31.37%(2)

(1) Returns for periods less than one year are not annualized.

(2) Return from 3/13/97,  the date nearest the class's  inception for which data
are available.
</TABLE>

See pages 32, 36 and 37 for more  information  about share classes,  comparative
indices and returns.


[bar graph - data below]

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

$10,000 INVESTMENT MADE ON 8/1/94

Value on 3/31/98

             LIPPER
             EQUITY      EQUITY INCOME    S & P 500
             INCOME       FUND INDEX       INDEX
             $22,280        $21,250        $25,927

             LIPPER
             EQUITY      EQUITY INCOME    S & P 500
             INCOME       FUND INDEX       INDEX
8/1/94       $10,000        $10,000        $10,000
8/31/94      $10,360        $10,333        $10,314
9/30/94      $10,248        $10,137        $10,108
10/31/94     $10,349        $10,192        $10,319
11/30/94     $10,038        $9,810         $9,911
12/31/94     $10,053        $9,888         $10,106
1/31/95      $10,499        $10,064        $10,351
2/28/95      $10,884        $10,388        $10,725
3/31/95      $11,069        $10,632        $11,087
4/30/95      $11,417        $10,886        $11,397
5/31/95      $11,641        $11,220        $11,811
6/30/95      $11,809        $11,369        $12,142
7/31/95      $12,056        $11,680        $12,528
8/31/95      $12,097        $11,824        $12,524
9/30/95      $12,347        $12,191        $13,104
10/31/95     $12,285        $12,018        $13,039
11/30/95     $12,763        $12,520        $13,574
12/31/95     $13,031        $12,827        $13,890
1/31/96      $13,325        $13,120        $14,343
2/29/96      $13,506        $13,218        $14,443
3/31/96      $13,913        $13,385        $14,635
4/30/96      $14,026        $13,513        $14,831
5/31/96      $14,345        $13,713        $15,171
6/30/96      $14,558        $13,734        $15,289
7/31/96      $14,029        $13,285        $14,591
8/31/96      $14,466        $13,584        $14,865
9/30/96      $14,927        $14,075        $15,759
10/31/96     $15,043        $14,408        $16,171
11/30/96     $15,830        $15,232        $17,357
12/31/96     $16,069        $15,131        $17,075
1/31/97      $16,272        $15,686        $18,118
2/28/97      $16,576        $15,969        $18,225
3/31/97      $16,171        $15,452        $17,536
4/30/97      $16,683        $15,911        $18,554
5/31/97      $17,734        $16,827        $19,643
6/30/97      $18,339        $17,462        $20,593
7/31/97      $19,216        $18,514        $22,194
8/31/97      $19,293        $17,917        $20,919
9/30/97      $20,054        $18,820        $22,125
10/31/97     $19,454        $18,248        $21,363
11/30/97     $20,158        $18,853        $22,315
12/31/97     $20,610        $19,295        $22,758
1/31/98      $20,486        $19,287        $22,990
2/28/98      $21,476        $20,328        $24,608
3/31/98      $22,280        $21,250        $25,927

Past  performance  does not  guarantee  future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original  cost.  Data quoted is for Investor Class only;  performance  for other
classes will vary due to  differences  in fee  structure  (see the Total Returns
table above).  The line representing the fund's total return includes  operating
expenses (such as transaction  costs and management  fees) that reduce  returns,
while the total return lines of the indices do not.

 PORTFOLIO CHARACTERISTICS AT A GLANCE
                                                3/31/98           3/31/97
Number of Companies                               72                65
Average Dividend
   Yield of Holdings                             3.9%              4.1%
Price/Earnings Ratio                             18.5              14.9
Portfolio Turnover                               158%              159%
Expense Ratio (for Investor Class)               1.00%             1.00%


     ANNUAL REPORT                                         EQUITY INCOME     11


                                 EQUITY INCOME

MANAGEMENT Q & A

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

How did the fund perform over the last 12 months?

    For the year ended  March 31,  1998,  Equity  Income  posted  good  results,
providing  a total  return of  37.78%.(1)  The fund  slightly  outperformed  its
benchmark,  the Lipper Equity Income Fund Index,  which returned 37.52%. The S&P
500 returned 47.85% for the period.

    We are pleased that the fund's  risk-adjusted  performance  has continued to
attract favorable attention from industry analysts. Morningstar, the mutual fund
rating company, again awarded Equity Income its top five-star overall rating for
the  period  ending  March  31,  1998  for  its  risk-adjusted   performance.(2)
Morningstar  measures risk by comparing a fund's returns to a "risk-free" 90-day
Treasury bill and to 2,143 other domestic equity funds. It awards its top rating
to just 10% of the funds it evaluates. Equity Income's five-star rating reflects
the fact that the fund's returns have been attractive compared with its level of
risk.

Can you  address  the fund's  performance  relative to that of its index and the
broader market?

    Equity Income is managed using a conservative,  risk-adjusted  approach, and
has been less volatile than most funds in the Lipper Equity Income  universe and
the market  overall.  The fund typically lags the broader market during rallies,
but also tends to fall less when


(1) All funds  returns  referenced  in this  interview  are for  Investor  Class
shares.

(2)  Morningstar  proprietary  ratings reflect  risk-adjusted  performance as of
3/31/98.  Equity Income  received a five-star  rating out of 2,143 funds for the
three-year period ending 3/31/98.  The overall rating, which may change monthly,
is calculated from the fund's 3-, 5- and 10-year (when available)  average total
returns  in  excess  of  90-day  Treasury  bill  returns  with  appropriate  fee
adjustments  and a risk factor  that  reflects  fund  performance  below  90-day
Treasury  bill  returns.  Ten  percent  of the funds in an  investment  category
receive five stars. Past performance is no guarantee of future results.


[bar chart - data below]

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

         EQUITY INC   EQ INC FUND
                         INDEX
1995       10.69%        6.32%
1996       25.69%       25.95%
1997       16.23%       15.39%
1998       37.78%        7.52%

This  chart  illustrates  the  returns of the fund's  Investor  Class  since its
inception and compares them with the index's  returns.  The fund's total returns
include operating expenses,  while the index's returns do not. See page 36 for a
description of the index. Past performance is no guarantee of future results.

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


12      EQUITY INCOME                          AMERICAN CENTURY INVESTMENTS


                                 EQUITY INCOME

the market turns. True to form, Equity Income was a steady performer  throughout
its fiscal year, despite the Asian currency crisis that sent shock waves through
U.S. markets in late 1997. The fund's  defensive  posture enabled it to not only
weather the Asian  storm,  but also to achieve  gains when many stocks and funds
were stumbling. Equity Income's 2.90% gain during the fourth quarter was in line
with the S&P 500's 2.86% return,  and slightly ahead of the 2.52% gain posted by
the Lipper Equity Income Fund Index.  Although Equity Income does not attempt to
match the performance of the broad market (as indicated by the S& P 500), we are
pleased that  shareholders were able to participate in nearly 80% of the index's
gain for the year ended March 31, 1998.

Which holdings contributed to performance?

    Good stock  selection  and a wave of  mergers  and  acquisitions  in several
sectors   combined  to  boost   performance   throughout  the  year.   Continued
consolidation in the banking and financial services industry added to returns in
the first half, as did several mergers in the industrial equipment and telephone
sectors.  This acquisition  activity  continued into the second half of the year
with equally good results. Equity Income's stake in J.C. Penney appreciated when
the retail  giant  acquired  Eckerd Drug in February  1997,  another step in the
company's  ongoing  effort to enlarge its drug store  operation.  Drugstores now
account for fully one-third of J.C. Penney's sales.  Penney's earnings were also
helped by its efforts to reduce  excess  inventories  and improve and expand its
product line.

    An attempted  merger  between  Office  Depot and  Staples,  the nation's two
largest  office supply  chains,  also  contributed  to results.  Office  Depot's
convertible security (an income-paying security whose performance is tied to the
company's  common  stock)  became   relatively   inexpensive  when  the  Justice
Department  blocked the proposed merger in July 1997, and we were able to obtain
it at an attractive  price.  The  company's  stock rallied in the second half of
calendar year 1997 as Office Depot trimmed costs and improved  operations in key
areas. This security was the fund's second-best performing holding for the year.

    Another  top-performing  stock  was  Giant  Food,  Inc.,  which was also the
largest  holding  at 4.3% of the  portfolio.  Giant  Food is a leading  chain of
retail  food  stores and  pharmacies  and has  recovered  following  last year's
workers'  strike.  Giant  subsequently  implemented an aggressive  merchandising
program that resulted in solid sales gains in a somewhat


TOP TEN HOLDINGS                                  % of fund investments
                                                As of             As of
                                                3/31/98          9/30/97

Giant Food Inc. Cl A                            4.3%               4.6%
Unocal Corp. (Con. Pref.)                       3.5%               4.1%
Pep Boys-Manny, Moe & Jack (The),
   4.04%, 9/20/11
   (convertible bond)                           3.2%               3.9%
Swift Energy Co., 6.25%,
   11/15/06 (convertible bond)                  3.1%               0.8%
Homestake Mining Co., 5.50%,
   6/23/00 (convertible bond)                   2.8%                --
AGL Resources Inc.                              2.6%               2.2%
Medical Care Intl. Inc., 6.75%,
   10/1/06 (convertible bond)                   2.4%                --
Argonaut Group, Inc.                            2.3%               2.4%
Minnesota Mining &
   Manufacturing Co.                            2.3%               1.3%
Mercantile Bancorporation Inc.                  2.2%               2.3%


 TOP FIVE INDUSTRIES % of fund investments
                                                 As of            As of
                                                3/31/98          9/30/97

Energy (Production and Marketing)               12.0%             8.7%
Utilities                                        7.9%            12.1%
Banking                                          7.5%             8.2%
Healthcare                                       7.4%             1.7%
Metals & Mining                                  6.0%             0.7%


     ANNUAL REPORT                                         EQUITY INCOME     13


                                 EQUITY INCOME

sluggish  market.  We continue to be optimistic  about Giant, and expect it will
become even more profitable in the wake of increased efforts to reduce costs.

Which stocks negatively affected performance?

    One  holding  that was  disappointing  was  Medical  Care  International,  a
security convertible into Columbia/HCA  Healthcare Corp. common stock.  Columbia
was charged with fraudulent billing practices and is under  investigation by the
government,  an ordeal that has negatively impacted its stock price. Despite the
depressed  value of its  underlying  stock,  this  convertible  has continued to
provide a nice stream of income. We are holding it because we believe Columbia's
underlying business is sound and are confident the company will recover from the
controversy surrounding its billing practices.

    Tupperware has also been somewhat  negative for  performance.  This company,
which manufactures and markets plastic food storage containers,  is prominent in
the United States and also has a large  international  presence,  which accounts
for well over half its  sales.  Profits  in the U.S.  have  suffered  due to the
proliferation of high-quality, lower-priced products available to consumers, and
distribution problems caused by the declining popularity of "Tupperware parties"
- -- the  primary  means by which  the  company  has  traditionally  marketed  its
products.  Tupperware's international operations are also struggling in the wake
of recent costly attempts to expand operations in Brazil.  Despite its troubles,
Tupperware  remains  profitable and continues to generate good cash flow, and we
believe  that its  problems  abroad are  surmountable.  We  continue to hold the
position.

What  significant  changes did you make to the  portfolio  since the  semiannual
report?

    Our greatest shift was in healthcare,  where we increased the weighting from
1.7% of the portfolio to 7.4%. However,  this increase was not a tactical effort
or a response to any theme within the healthcare  industry.  In fact, one of our
largest  healthcare  holdings is Pall Corp, a manufacturer of fluid filters used
in both basic industry and healthcare. We also bought higher-yielding securities
issued by several healthcare companies. Two of these securities were convertible
into common stock and one is a  high-yield  bond of a company that we believe is
an improving credit.  These securities were attractively priced and offer yields
consistent with the fund's objectives.

    Another significant shift occurred in the energy sector,  where we increased
holdings  from 8.7% to 12.0% as prices  weakened and energy  stocks  became more
attractive.

    On the sell side,  we reduced  the fund's  stake in  utilities  by about 4%.
These  stocks  moved  higher in late 1997 as interest  rates fell and  investors
became  defensive in the wake of the Asian currency  crisis.  The fund maintains
meaningful positions in banking, metals and mining stocks.

What is your outlook for the market?

    We continue to be  optimistic  about the stock  market and the health of the
American  economy.  If interest rates and inflation  remain in check, the market
should  continue  to  flourish.  However,  we would like to stress  that  Equity
Income's  charter is to both  participate  in up markets and  protect  assets in
times of market volatility.  We continue to seek mature,  out-of-favor companies
with good relative yields and fundamentally sound underlying  businesses.  These
types of securities should provide good long-term prospects for appreciation and
help protect the fund during periods of increased volatility.


14      EQUITY INCOME                          AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                            SCHEDULE OF INVESTMENTS

                                 EQUITY INCOME

MARCH 31, 1998

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

 COMMON STOCKS

<S>                       <C>                                         <C>
AUTOMOBILES & AUTO PARTS--1.2%
                    53,000  Genuine Parts Company                      $     2,020,625
                    62,600  Superior Industries International, Inc.          2,077,538
                                                                  -------------------------
                                                                             4,098,163
                                                                  -------------------------

BANKING--7.4%
                    92,500  Century Bancorp, Inc. Cl A                       1,982,969
                   101,200  First Virginia Banks, Inc.                       5,679,850
                   140,892  Mercantile Bancorporation Inc.                   7,722,642
                    89,700  NationsBank Corp.                                6,542,494
                    73,710  UMB Financial Corp.                              4,510,130
                                                                  -------------------------
                                                                            26,438,085
                                                                  -------------------------

BUILDING & HOME IMPROVEMENTS--0.8%
                   139,000  Juno Lighting, Inc.                              2,927,688
                                                                  -------------------------

CHEMICALS & RESINS--4.8%
                    62,000  BetzDearborn Inc.                                3,499,124
                    18,000  Dow Chemical Co.                                 1,750,500
                    38,100  Engelhard Corp.                                    723,900
                    32,100  Great Lakes Chemical Corp.                       1,733,400
                   117,900  Lubrizol Corp.                                   4,539,150
                   122,000  Nalco Chemical Co.                               4,948,625
                                                                  -------------------------
                                                                            17,194,699
                                                                  -------------------------

CONSUMER PRODUCTS--3.7%
                   156,200  National Presto Industries, Inc.                 6,726,362
                   216,600  WD-40 Co.                                        6,511,537
                                                                  -------------------------
                                                                            13,237,899
                                                                  -------------------------

DIVERSIFIED COMPANIES--2.3%
                    88,000  Minnesota Mining &
                              Manufacturing Co.                              8,024,500
                                                                  -------------------------

ELECTRICAL & ELECTRONIC
COMPONENTS--4.1%
                   114,200  AMP, Inc.                                        5,003,388
                    69,400  Cooper Industries, Inc.                          4,124,963
                   116,700  General Signal Corp.                             5,455,724
                                                                  -------------------------
                                                                            14,584,075
                                                                  -------------------------



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

ENERGY (PRODUCTION & MARKETING)--4.3%
                    89,000  Amoco Corp.                                $     7,687,375
                    33,700  Atlantic Richfield Co.                           2,649,662
                    95,800  Murphy Oil Corp.                                 4,801,975
                                                                  -------------------------
                                                                            15,139,012
                                                                  -------------------------

ENVIRONMENTAL SERVICES--1.6%
                   167,900  Browning-Ferris Industries, Inc.                 5,477,738
                                                                  -------------------------

FINANCIAL SERVICES--0.6%
                    62,000  CIT Group Holdings, Inc. (The) Cl A(1)           2,022,750
                                                                  -------------------------

FOOD & BEVERAGE--0.7%
                    49,300  Universal Foods Corp.                            2,415,700
                                                                  -------------------------

HEALTHCARE--3.4%
                   185,000  Lab Holdings Inc.                                4,347,500
                    40,000  Mallinckrodt Inc.                                1,580,000
                   286,000  Pall Corp.                                       6,149,000
                                                                  -------------------------
                                                                            12,076,500
                                                                  -------------------------

INDUSTRIAL EQUIPMENT & MACHINERY--1.8%
                   115,600  Tecumseh Products Cl A                           6,220,725
                                                                  -------------------------

INSURANCE--4.0%
                    49,500  American Financial Group, Inc.                   2,147,063
                   230,000  Argonaut Group, Inc.                             8,301,562
                    80,000  Ohio Casualty Corp.                              3,850,000
                                                                  -------------------------
                                                                            14,298,625
                                                                  -------------------------

LEISURE--1.5%
                    82,600  Eastman Kodak Co.                                5,358,675
                                                                  -------------------------

MACHINERY & EQUIPMENT--1.5%
                   106,100  Nordson Corp.                                    5,288,422
                                                                  -------------------------

METALS & MINING--2.3%
                    63,700  Arch Coal Inc.                                   1,719,900
                   104,000  Reynolds Metals Co.                              6,389,500
                                                                  -------------------------
                                                                             8,109,400
                                                                  -------------------------

PAPER & FOREST PRODUCTS--4.5%

                   158,800  Rayonier, Inc.                                   7,255,175
                   131,600  Schweitzer-Mauduit International, Inc.           4,540,200
                   142,000  Westvaco Corp.                                   4,366,500
                                                                  -------------------------
                                                                            16,161,875
                                                                  -------------------------

PRINTING & PUBLISHING--0.5%
                    60,000  Banta Corp.                                      1,858,125
                                                                  -------------------------

See Notes to Financial Statements


     ANNUAL REPORT                                         EQUITY INCOME     15


                            SCHEDULE OF INVESTMENTS

                                 EQUITY INCOME

MARCH 31, 1998

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

REAL ESTATE--0.8%
                   255,000  Annaly Mortgage Management, Inc.             $   2,852,813
                                                                  -------------------------

RESTAURANTS--2.3%
                   261,000  Luby's Cafeterias, Inc.                          4,959,000
                   109,300  Sbarro, Inc.                                     3,224,350
                                                                  ------------------------
                                                                             8,183,350
                                                                   ------------------------

RETAIL (FOOD & DRUG)--4.9%
                   397,500  Giant Food Inc. Cl A                           15,353,438
                    61,100  Weis Markets, Inc.                              2,180,506
                                                                  ------------------------
                                                                           17,533,944
                                                                  ------------------------

RETAIL (GENERAL MERCHANDISE)--1.9%
                   100,900  Mercantile Stores Co., Inc.                     6,779,219
                                                                  ------------------------

RUBBER & PLASTICS--2.1%
                   129,800  Rubbermaid Inc.                                 3,699,300
                   139,000  Tupperware Corp.                                3,700,875
                                                                  ------------------------
                                                                            7,400,175
                                                                  ------------------------

STEEL--0.4%
                    26,600  Carpenter Technology Corp.                      1,436,400
                                                                  ------------------------

TOBACCO--1.1%
                   240,000  DIMON Inc.                                      4,005,000
                                                                  ------------------------

UTILITIES--7.9%
                   423,000  AGL Resources Inc.                              9,094,500
                   176,970  Ameren Corporation                              7,454,861
                   226,000  Kansas City Power & Light Co.                   7,119,000
                    78,800  Laclede Gas Company                             1,974,925
                    72,000  People's Energy Corp.                           2,619,000
                                                                  ------------------------
                                                                           28,262,286
                                                                  ------------------------

TOTAL COMMON STOCKS--72.4%                                                257,385,843
                                                                  ------------------------
   (Cost $230,680,786)

  CONVERTIBLE PREFERRED STOCKS

COMMUNICATIONS EQUIPMENT--0.5%
                    28,000  Corning Inc.                                    1,918,000
                                                                  ------------------------

CONTROL & MEASUREMENT--0.5%
                    45,000  Elsag Bailey Process Automation N.V.            1,875,937
                                                                  ------------------------



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

ENERGY (PRODUCTION & MARKETING)--4.6%
                   152,000  Belco Oil & Gas Corp.                       $    3,876,000
                   225,000  Unocal Corp. (Acquired 1/22/97
                              through 1/12/98, Cost
                              $12,499,300)(2)                               12,529,688
                                                                  -------------------------
                                                                            16,405,688
                                                                  -------------------------

FOOD & BEVERAGE--1.0%
                    64,000  Chiquita Brands International,
                              Inc. Series B                                  3,584,000
                                                                  -------------------------

HEALTHCARE--1.6%
                    70,000  Aetna Inc.                                       5,604,375
                                                                  -------------------------

METALS & MINING--0.9%
                   142,000  Freeport-McMoRan Copper
                              & Gold Inc.                                    3,239,375
                                                                  -------------------------

PRINTING & PUBLISHING--0.6%
                    75,000  Reader's Digest Association, Inc.
                              (The) (TRACES)                                 1,992,188
                                                                  -------------------------

RESTAURANTS--0.5%
                    34,000  Wendy's International Inc.                       1,787,125
                                                                  -------------------------

TOTAL CONVERTIBLE
PREFERRED STOCKS--10.2%                                                     36,406,688
                                                                  -------------------------
   (Cost $35,013,906)

  CONVERTIBLE BONDS

AUTOMOBILES & AUTO PARTS--3.2%
               $21,250,000  Pep Boys-Manny, Moe & Jack
                              (The), 4.04%, 9/20/11(3)                      11,528,125
                                                                  -------------------------

ENERGY (PRODUCTION & MARKETING)--3.1%
                11,500,000  Swift Energy Co., 6.25%, 11/15/06               11,040,000
                                                                  -------------------------

ENVIRONMENTAL SERVICES--1.5%
                 5,597,000  Waste Management Inc.,
                              2.00%, 1/24/05                                 5,194,716
                                                                  -------------------------

HEALTHCARE--2.4%
                 9,350,000  Medical Care Intl. Inc.,
                              6.75%, 10/1/06                                 8,461,750
                                                                  -------------------------

METALS & MINING--2.8%
                10,500,000  Homestake Mining Co., 5.50%, 6/23/00
                              (Acquired10/31/97 through 12/15/97,
                              Cost $9,991,250)(2)                           10,027,500
                                                                  -------------------------

See Notes to Financial Statements


16      EQUITY INCOME                          AMERICAN CENTURY INVESTMENTS


                            SCHEDULE OF INVESTMENTS

                                 EQUITY INCOME

NOTES TO SCHEDULE OF INVESTMENTS

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

PRINTING & PUBLISHING--1.1%
 $               9,000,000  Hollinger, Inc., 6.00%, 10/5/13(3)           $    3,870,000
                                                                   -------------------------

TOTAL CONVERTIBLE BONDS--14.1%                                               50,122,091
                                                                   -------------------------
   (Cost $49,939,806)

  CORPORATE INDUSTRIAL BONDS--1.8%

CONTROL & MEASUREMENT
                 6,500,000  Beckman Coulter Inc.,
                              7.45%, 3/4/08                                   6,535,490
                                                                   -------------------------
   (Cost $6,498,180)

  TEMPORARY CASH INVESTMENTS--1.5%

Repurchase Agreement, Goldman Sachs & Co., Inc.,
       (U.S. Treasury obligations), in a joint trading
       account at 5.65%, dated 3/31/98, due 4/1/98
       (Delivery value $5,300,832)                                            5,300,000
                                                                   -------------------------

   (Cost $5,300,000)

TOTAL INVESTMENT SECURITIES--100.0%                                        $355,750,112
                                                                   =========================
   (Cost $327,432,678)
</TABLE>

TRACES = Trust Automatic Common Exchange Securities

(1)   Non-income producing.

(2)   Security was purchased  under Rule 144A of the Securities Act of 1933 and,
      unless registered under the Act or exempted from registration, may only be
      sold  to  qualified  institutional   investors.  The  aggregate  value  of
      restricted   securities  at  March  31,  1998,  was   $22,557,188,   which
      represented 6.3% of net assets.

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

See Notes to Financial Statements


     ANNUAL REPORT                                         EQUITY INCOME     17


                     STATEMENTS OF ASSETS AND LIABILITIES

                                                   VALUE               EQUITY
                                                                       INCOME
MARCH 31, 1998

 ASSETS

Investment securities --
unaffiliated, at value
(identified cost of
$2,196,953,526 and $327,432,678,
respectively)(Note 3) ....................     $2,493,134,447     $  355,750,112

Investment securities --
affiliated, at value
(identified cost of $236,980,658) ........        297,535,844               --

Cash .....................................          4,378,179            248,485

Receivable for investments sold ..........         42,073,771          3,754,499

Dividends and interest receivable ........          3,269,679          1,245,320
                                               --------------     --------------
                                                2,840,391,920        360,998,416
                                               --------------     --------------

 LIABILITIES

Disbursements in excess of
demand deposit cash ......................          1,983,052            396,834

Payable for investments purchased ........         58,121,436          2,795,333

Payable for capital shares redeemed ......          2,341,552            818,319

Accrued management fees (Note 2) .........          2,294,516            294,536

Distribution fees payable (Note 2) .......             11,512                151

Service fees payable (Note 2) ............             11,512                151

Payable for directors' fees and
expenses (Note 2) ........................              3,032                374

Other liabilities ........................              1,342                261
                                               --------------     --------------
                                                   64,767,954          4,305,959
                                               --------------     --------------

Net Assets ...............................     $2,775,623,966     $  356,692,457
                                               ==============     ==============

 NET ASSETS CONSIST OF:

Capital (par value and
paid-in surplus) .........................     $2,265,671,652     $  309,444,604

Undistributed net
investment income ........................          1,281,312            285,567

Accumulated undistributed
  net realized gain on
  investment and foreign
  currency transactions ..................        151,934,895         18,644,852

Net unrealized appreciation
  on investments and translation
  of assets and liabilities
  in foreign currencies (Note 3) .........        356,736,107         28,317,434
                                               --------------     --------------
                                               $2,775,623,966     $  356,692,457
                                               ==============     ==============

Investor Class
Net assets ...............................     $2,713,561,557     $  355,961,775
Shares outstanding .......................        350,920,308         49,767,192
Net asset value per share ................     $         7.73     $         7.15

Advisor Class
Net assets ...............................     $   56,118,070     $      730,682
Shares outstanding .......................          7,258,341            102,090
Net asset value per share ................     $         7.73     $         7.16

Institutional Class
Net assets ...............................     $    5,944,339                N/A
Shares outstanding .......................            768,698                N/A
Net asset value per share ................     $         7.73                N/A

See Notes to Financial Statements


18      STATEMENTS OF ASSETS AND LIABILITIES   AMERICAN CENTURY INVESTMENTS


                           STATEMENTS OF OPERATIONS

                                                    VALUE              EQUITY
                                                                       INCOME
YEAR ENDED MARCH 31, 1998

 INVESTMENT INCOME

Income:

Dividends (including $4,524,546
from affiliates for Value; net
of foreign taxes withheld of
$78,725 and $3,308, respectively) .........     $  49,930,594      $   9,404,215

Interest ..................................         4,288,461          2,828,800
                                                -------------      -------------
                                                   54,219,055         12,233,015
                                                -------------      -------------

Expenses (Note 2):

Management fees ...........................        22,778,506          2,722,104

Distribution fees - Advisor Class .........           101,036              1,028

Service fees - Advisor Class ..............           101,036              1,028

Directors' fees and expenses ..............            21,781              2,590
                                                -------------      -------------
                                                   23,002,359          2,726,750
                                                -------------      -------------

Net investment income .....................        31,216,696          9,506,265
                                                -------------      -------------

 REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS (NOTE 3)

Net realized gain (loss) on:

Investments (includes $32,210,806
from affiliates) ..........................       419,939,558         49,663,916

Foreign currency transactions .............          (174,949)            80,673
                                                -------------      -------------
                                                  419,764,609         49,744,589
                                                -------------      -------------

Change in net unrealized appreciation on:

Investments ...............................       310,604,822         25,833,808

Translation of assets and
liabilities in foreign currencies .........            (2,010)              --
                                                -------------      -------------
                                                  310,602,812         25,833,808
                                                -------------      -------------

Net realized and
unrealized
gain on investments .......................       730,367,421         75,578,397
                                                -------------      -------------
Net Increase in Net
Assets
Resulting from Operations .................     $ 761,584,117      $  85,084,662
                                                =============      =============

See Notes to Financial Statements


    ANNUAL REPORT                              STATEMENTS OF OPERATIONS       19


<TABLE>
<CAPTION>
                      STATEMENTS OF CHANGES IN NET ASSETS

                                                                      VALUE                                EQUITY
                                                                                                           INCOME
YEARS ENDED MARCH 31, 1998

AND MARCH 31, 1997

Increase in Net Assets                                          1998               1997               1998              1997

 OPERATIONS

<S>                                                     <C>                <C>                <C>                <C>            
Net investment income ...............................   $    31,216,696    $    24,322,905    $     9,506,265    $     5,472,315

Net realized gain on investments
and foreign currency transactions ...................       419,764,609        168,588,907         49,744,589         22,013,078

Change in net unrealized appreciation
  on investments and translation of
  assets and liabilities in foreign currencies ......       310,602,812        (11,017,267)        25,833,808         (4,196,802)
                                                        ---------------    ---------------    ---------------    ---------------
Net increase in net assets
resulting from operations ...........................       761,584,117        181,894,545         85,084,662         23,288,591
                                                        ---------------    ---------------    ---------------    ---------------

 DISTRIBUTIONS TO SHAREHOLDERS

From net investment income:

  Investor Class ....................................       (29,498,922)       (24,153,903)        (9,206,671)        (5,494,780)
  Advisor Class .....................................          (420,009)          (213,484)           (13,405)               (20)
  Institutional Class ...............................           (18,264)              --                 --                 --


In excess of net investment income:
  Investor Class ....................................              --             (120,914)              --               (5,884)
  Advisor Class .....................................              --                 (397)              --                 (184)

From net realized gains from investment transactions:
  Investor Class ....................................      (352,185,079)      (123,357,187)       (43,456,913)       (14,539,539)
  Advisor Class .....................................        (6,260,211)        (2,470,879)           (85,009)              --
  Institutional Class ...............................          (100,640)              --                 --                 --
                                                        ---------------    ---------------    ---------------    ---------------

Decrease in net assets from distributions ...........      (388,483,125)      (150,316,764)       (52,761,998)       (20,040,407)
                                                        ---------------    ---------------    ---------------    ---------------
 CAPITAL SHARE TRANSACTIONS (NOTE 4)

Net increase in net assets
from capital share transactions .....................       629,690,858        859,369,095        124,963,100         79,466,151
                                                        ---------------    ---------------    ---------------    ---------------

Net increase in net assets ..........................     1,002,791,850        890,946,876        157,285,764         82,714,335


 NET ASSETS

Beginning of year ...................................     1,772,832,116        881,885,240        199,406,693        116,692,358
                                                        ---------------    ---------------    ---------------    ---------------

End of year .........................................   $ 2,775,623,966    $ 1,772,832,116    $   356,692,457    $   199,406,693
                                                        ===============    ===============    ===============    ===============
Undistributed (distributions in excess of)
net investment income ...............................   $     1,281,312    $      (356,054)   $       285,567    $       (68,274)
                                                        ===============    ===============    ===============    ===============
</TABLE>

See Notes to Financial Statements


20      STATEMENTS OF CHANGES IN NET ASSETS    AMERICAN CENTURY INVESTMENTS


                         NOTES TO FINANCIAL STATEMENTS

MARCH 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION--American Century Capital Portfolios, Inc. (the Corporation) is
registered  under the Investment  Company Act of 1940 as an open-end  management
investment  company.  American  Century Value Fund (Value) and American  Century
Equity Income Fund (Equity Income) (the Funds) are two of the three funds issued
by the Corporation.  Each fund is diversified under the 1940 Act. The investment
objective of Value is long-term capital growth. Income is a secondary objective.
Value seeks to achieve its investment objectives by investing in securities that
management  believes to be undervalued  at the time of purchase.  The investment
objective  of  Equity  Income  is the  production  of  current  income.  Capital
appreciation  is a  secondary  objective.  Equity  Income  seeks to achieve  its
objectives by investing  primarily in  income-producing  equity securities.  The
Funds are authorized to issue three classes of shares:  the Investor Class,  the
Advisor Class, and the  Institutional  Class. The three classes of shares differ
principally in their respective  shareholder servicing and distribution expenses
and  arrangements.  All shares of each Fund represent an equal pro rata interest
in the  assets of the class to which  such  shares  belong,  and have  identical
voting,  dividend,   liquidation  and  other  rights  and  the  same  terms  and
conditions,  except for class specific  expenses and exclusive rights to vote on
matters affecting only individual  classes.  Sale of the Institutional Class for
Value  commenced on July 31, 1997.  Sale of the  Institutional  Class for Equity
Income  had not  commenced  as of March  31,  1998.  The  following  significant
accounting policies, related to all classes of the Funds, are in accordance with
accounting policies generally accepted in the investment company industry.

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

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

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

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

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

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

    FORWARD  FOREIGN  CURRENCY  EXCHANGE  CONTRACTS--The  Funds may  enter  into
forward foreign currency exchange contracts for the purpose of settling specific
purchases or sales of securities  denominated in a foreign  currency or to hedge
the Fund's  exposure  to  foreign  currency  exchange  rate  fluctuations.  When
required,  the Funds will segregate assets in an amount  sufficient to cover its
obligations  under the hedge  contracts.  The net U.S.  dollar  value of foreign
currency  underlying  all  contractual  commitments  held by the  Funds  and the
resulting  unrealized  appreciation or depreciation  are determined  daily using
prevailing exchange rates.  Forward contracts involve elements of risk in excess
of the amount  reflected in the Statement of Assets and  Liabilities.  The Funds
bear the risk of an  unfavorable  change in the foreign  currency  exchange rate
underlying  the  forward  contract.  Additionally,   losses  may  arise  if  the
counterparties  do not  perform  under the  contract  terms.  There were no open
contracts at March 31, 1998.

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


     ANNUAL REPORT                            NOTES TO FINANCIAL STATEMENTS   21


                         NOTES TO FINANCIAL STATEMENTS

MARCH 31, 1998

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

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

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

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

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

    The  character  of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These differences  reflect the differing character
of certain income items and net capital gains and losses for financial statement
and tax  purposes  and may  result in  reclassification  among  certain  capital
accounts.

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

    ADDITIONAL INFORMATION-- Effective January 15, 1998, Funds Distributor, Inc.
(FDI) became the  Corporation's  distributor.  Certain  officers of FDI are also
officers of the Corporation.

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

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

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


22      NOTES TO FINANCIAL STATEMENTS          AMERICAN CENTURY INVESTMENTS


                         NOTES TO FINANCIAL STATEMENTS

MARCH 31, 1998

    The Board of Directors  has adopted a Master  Distribution  and  Shareholder
Services  Plan (the Plan) for the Advisor  Class,  pursuant to Rule 12b-1 of the
Investment  Company Act of 1940.  The Plan provides that the Funds will pay ACIM
an annual  distribution  fee equal to 0.25% and service fee equal to 0.25%.  The
fees are computed  daily and paid monthly based on the Advisor  Class's  average
daily  closing  net assets  during the  previous  month.  The  distribution  fee
provides  compensation  for  distribution  expenses  incurred in connection with
distributing shares of the Advisor Class including, but not limited to, payments
to brokers,  dealers,  and financial  institutions  that have entered into sales
agreements  with ACIS and/or  ACIM.  The service fee provides  compensation  for
shareholder  and  administrative  services  rendered by ACIM,  its affiliates or
independent  third  party  providers.  Fees  incurred  under the Plan during the
period were $202,072 for Value and $2,056 for Equity Income.

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

    Purchases of investment securities,  excluding short-term  investments,  for
Value and Equity Income totaled  $3,110,505,754 and $504,358,433,  respectively.
Sales  of  investment  securities,  excluding  short-term  investments,  totaled
$2,868,298,194 and $418,330,080, respectively.

    As of March 31, 1998, accumulated net unrealized  appreciation for Value and
Equity  Income was  $348,467,855  and  $27,883,239,  respectively,  based on the
aggregate cost of investments for federal income tax purposes of  $2,442,202,436
and  $327,866,873,   respectively.   Accumulated  net  unrealized   appreciation
consisted of unrealized  appreciation of $366,704,572  and $31,566,842 for Value
and Equity Income, respectively,  and unrealized depreciation of $18,236,717 and
$3,683,603, respectively.


     ANNUAL REPORT                         NOTES TO FINANCIAL STATEMENTS     23


                         NOTES TO FINANCIAL STATEMENTS

MARCH 31, 1998

4. CAPITAL SHARE TRANSACTIONS

    There  are  350,000,000  and  150,000,000   shares  of  the  Investor  Class
authorized  for  issuance  for  Value  and  Equity  Income,  respectively,   and
145,000,000 and 62,500,000  shares of the Advisor Class authorized for issuance,
respectively,  and 60,000,000 shares of the  Institutional  Class authorized for
issuance for Value. All shares are $0.01 par value.

    Transactions in shares of the Funds were as follows:

<TABLE>
                                                          VALUE                           EQUITY
                                                                                          INCOME
                                                  Shares          Amount             Shares        Amount
 INVESTOR CLASS

Year ended March 31, 1998
<S>                                             <C>            <C>                 <C>          <C>         
Sold .........................................  162,037,493    $1,197,248,350      30,476,816   $213,669,697
Issued in reinvestment of distributions ......   54,825,636       376,881,079       7,535,443     49,977,058
Redeemed ..................................... (131,065,528)     (969,702,459)    (19,830,504)   (139,373,450)
                                               -------------     -------------    -------------  -------------
Net increase .................................   85,797,601      $604,426,970      18,181,755    $124,273,305
                                               =============     =============   =============  =============

Year ended March 31, 1997
Sold .........................................   196,286,153    $1,303,453,155     24,431,148    $156,236,587
Issued in reinvestment of distributions ......    22,400,228       144,836,133      3,056,977      19,088,856
Redeemed .....................................   (93,171,882)     (618,750,013)   (15,045,815)    (95,878,404)
                                               -------------     -------------    -------------  -------------
Net increase .................................   125,514,499      $829,539,275     12,442,310     $79,447,039
                                               =============     =============   =============  =============

 ADVISOR CLASS
Year ended March 31, 1998
Sold .........................................     4,634,814       $33,569,674        101,186        $704,986
Issued in reinvestment of distributions ......       973,367         6,679,660         14,797          97,687
Redeemed .....................................    (2,796,876)      (20,393,769)       (16,803)       (112,878)
                                               -------------     -------------    -------------  -------------
Net increase .................................     2,811,305       $19,855,565         99,180        $689,795
                                               =============     =============   =============  =============

Period(1) ended March 31, 1997
Sold .........................................     4,417,250       $29,766,624          2,878       $18,908
Issued in reinvestment of distributions ......       416,263         2,684,756             32           204
Redeemed .....................................      (386,477)       (2,621,560)            --            --
                                               -------------     -------------    -------------  -------------
Net increase .................................     4,447,036       $29,829,820           2,910       $19,112
                                               =============     =============   =============  =============

 INSTITUTIONAL CLASS
Period(2) ended March 31, 1998
Sold .........................................       751,577       $5,289,526
Issued in reinvestment of distributions ......        17,134          118,897
Redeemed .....................................          (13)            (100)
                                               -------------     -------------
Net increase .................................       768,698        $5,408,323
                                               =============     =============

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

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


24      NOTES TO FINANCIAL STATEMENT           AMERICAN CENTURY INVESTMENTS


                         NOTES TO FINANCIAL STATEMENTS

5. AFFILIATED COMPANY TRANSACTIONS

A summary of  transactions  for each issuer  which is or was an  affiliate at or
during the year ended March 31, 1998, follows:

<TABLE>
                                                                                                    March 31, 1998


                            Share
                           Balance      Purchase      Sales        Realized     Dividend       Share        Market
  Fund/Issuer              3/31/97       Cost          Cost          Gain        Income       Balance        Value
 VALUE
<S>                        <C>        <C>            <C>            <C>         <C>          <C>           <C>        
Beckman Coulter, Inc.        --      $ 39,070,192  $ 24,270,836  $ 5,834,501   $ 422,385      948,200     $ 54,343,713

Gerber Scientific, Inc.    1,497,100      --         21,044,977    4,919,959     44,448         --            --

Giant Food Inc. Cl A       2,526,600  38,273,884     19,747,391     77,512      2,396,004    3,122,900     120,622,012

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

Lab Holdings Inc.
   (formerly Seafield
   Capital Corp.)           320,000   2,512,500         --            --         474,000       420,000       9,870,000

Superior Industries
International, Inc.        1,954,400   2,298,318      545,100        3,882       539,851       2,024,200    67,178,138

Swift Energy Co.              --      20,230,830        --            --           --          1,103,700    18,831,881

XTRA Corp.                  773,400    8,490,886    24,101,298     8,753,061      647,858       413,800     26,690,100
                                     ------------  ------------  ------------  ------------               ------------
                                     $147,574,374  $126,407,366  $32,210,806   $4,524,546                 $297,535,844
                                     ============  ============  ============  ============               ============
</TABLE>


        ANNUAL REPORT                  NOTES TO FINANCIAL STATEMENT          25


<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS

                                     VALUE

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

                                            1998              1997             1996           1995            1994(1)

 PER-SHARE DATA

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

  Net Investment Income(2) .......           0.10             0.12             0.13             0.12             0.08

  Net Realized and Unrealized
  Gain (Loss) on
  Investment Transactions ........           2.35             0.87             1.34             0.75            (0.04)
                                     ------------     ------------     ------------     ------------     ------------
  Total From Investment Operations           2.45             0.99             1.47             0.87             0.04
                                     ------------     ------------     ------------     ------------     ------------
  Distributions

  From Net Investment Income .....          (0.10)           (0.12)           (0.12)           (0.12)           (0.07)

  In Excess of Net
   Investment Income .............           --              --(3)             --               --               --

  From Net Realized Gains
  on Investment Transactions .....          (1.20)           (0.61)           (0.48)           (0.27)            --

  In Excess of Net
  Realized Gains .................           --               --              (0.01)            --               --
                                     ------------     ------------     ------------     ------------     ------------
  Total Distributions ............          (1.30)           (0.73)           (0.61)           (0.39)           (0.07)
                                     ------------     ------------     ------------     ------------     ------------
Net Asset Value,
End of Period ....................   $       7.73     $       6.58     $       6.32     $       5.46     $       4.98
                                     ============     ============     ============     ============     ============
  Total Return(4) ................          39.94%           15.92%           28.06%           18.56%            0.83%

 RATIOS/SUPPLEMENTAL DATA

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

Ratio of Net Investment
Income to Average Net Assets .....           1.38%            1.86%            2.17%            2.65%            3.37%(5)

Portfolio Turnover Rate ..........            130%             111%             145%              94%              79%

Average Commission Paid per
Share of Equity Security Traded ..   $     0.0462     $     0.0459     $     0.0409            --(6)            --(6)

Net Assets,
End of Period (in thousands) .....   $  2,713,562     $  1,743,582     $    881,885     $    348,281     $     87,798

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

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

(3)   Per share amount was less than $0.01.

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

(5)   Annualized.

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

See Notes to Financial Statements


26      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


                             FINANCIAL HIGHLIGHTS

                                     VALUE

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

                                                      Advisor Class
                                                   1998           1997(1)
 PER-SHARE DATA

Net Asset Value,
Beginning of Period ...................     $       6.58       $       6.71
                                            ------------       ------------
Income From Investment Operations

  Net Investment Income(2) ............             0.08               0.05

  Net Realized and Unrealized
  Gain on Investment Transactions .....             2.35               0.48
                                            ------------       ------------
  Total From Investment Operations ....             2.43               0.53
                                            ------------       ------------
Distributions

  From Net Investment Income ..........            (0.08)             (0.05)

  In Excess of Net
  Investment Income ...................            --(3)               --

  From Net Realized Gains
  on Investment Transactions ..........            (1.20)             (0.61)
                                            ------------       ------------
  Total Distributions .................            (1.28)             (0.66)
                                            ------------       ------------
Net Asset Value,
End of Period .........................     $       7.73       $       6.58
 .......................................     ============       ============
  Total Return(4) .....................            39.60%              8.07%

 RATIOS/SUPPLEMENTAL DATA

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

Ratio of Net Investment
Income to Average Net Assets ..........             1.13%              1.50%(5)

Portfolio Turnover Rate ...............              130%               111%

Average Commission Paid per
Share of Equity Security Traded .......     $     0.0462       $     0.0459

Net Assets,
End of Period (in thousands) ..........     $     56,118       $     29,250

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

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

(3)   Per share amount was less than $0.01.

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

(5)   Annualized.

See Notes to Financial Statements


     ANNUAL REPORT                                  FINANCIAL HIGHLIGHTS     27


                             FINANCIAL HIGHLIGHTS

                                     VALUE

                    For a Share Outstanding Throughout the Period Ended March 31
                                                                   Institutional
                                                                       Class
                                                                      1998(1)
 PER-SHARE DATA

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

  Net Investment Income(2) ..........................................    0.15

  Net Realized and Unrealized
  Gain on Investment Transactions. ..................................    1.02
                                                                      -------
  Total From Investment Operations ..................................    1.17
                                                                      -------
Distributions

  From Net Investment Income ........................................   (0.08)

  From Net Realized Gains
  on Investment Transactions. .......................................   (1.20)
                                                                      -------
  Total Distributions ...............................................   (1.28)
                                                                      -------
Net Asset Value,
End of Period .......................................................   $7.73
                                                                      =======
  Total Return(3). ..................................................   17.14%

 RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ...............................................   0.80%(4)

Ratio of Net Investment
Income to Average Net Assets ........................................   2.97%(4)

Portfolio Turnover Rate. ............................................    130%

Average Commission Paid per
Share of Equity Security Traded ..................................... $0.0462

Net Assets,
End of Period (in thousands) ........................................  $5,944

(1)   July 31, 1997 (commencement of sale) 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.

See Notes to Financial Statements


28      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


<TABLE>
<CAPTION>
                             FINANCIAL HIGHLIGHTS

                                 EQUITY INCOME

                     For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                                                            Investor Class
                                          1998          1997            1996          1995(1)

 PER-SHARE DATA

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

  Net Investment Income(2) ...........   0.25            0.22           0.20           0.09

  Net Realized and Unrealized
  Gain on Investment Transactions ....   1.99            0.75           1.13           0.44
                                       -------         -------        -------        -------
  Total From Investment Operations ...   2.24            0.97           1.33           0.53
                                       -------         -------        -------        -------
Distributions

  From Net Investment Income .........  (0.24)          (0.21)         (0.19)         (0.09)

  In Excess of Net
  Investment Income ..................    --             --(3)         (0.01)           --

  From Net Realized Gains
  on Investment Transactions .........  (1.16)          (0.55)         (0.45)         (0.02)
                                       -------         -------        -------        -------
  Total Distributions ................  (1.40)          (0.76)         (0.65)         (0.11)
                                       -------         -------        -------        -------
Net Asset Value,
End of Period ........................   $7.15           $6.31          $6.10          $5.42
                                       =======         =======        =======        =======
  Total Return(4) ....................  37.78%          16.24%         25.67%         10.69%

 RATIOS/SUPPLEMENTAL DATA

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

Ratio of Net Investment
Income to Average Net Assets .........   3.52%           3.46%          3.51%        4.04%(5)

Portfolio Turnover Rate ..............   158%            159%           170%            45%

Average Commission Paid per
Share of Equity Security Traded ......  $0.0453         $0.0440        $0.0378         --(6)

Net Assets,
End of Period (in thousands) ......... $355,962        $199,388       $116,692        $52,213

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

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

(3) Per share amount was less than $0.01.

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

(5) Annualized.

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

See Notes to Financial Statements


     ANNUAL REPORT                                  FINANCIAL HIGHLIGHTS     29


                             FINANCIAL HIGHLIGHTS

                                 EQUITY INCOME

  For a Share Outstanding Throughout the Years Ended March 31 (except as noted)
                                                 Advisor Class
                                            1998               1997(1)

 PER-SHARE DATA

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

  Net Investment Income(2) ................ 0.23                0.02

  Net Realized and Unrealized
  Gain (Loss) on Investment Transactions .. 2.00               (0.21)
                                          -------             -------
  Total From Investment Operations ........ 2.23               (0.19)
                                          -------             -------
Distributions

  From Net Investment Income ..............(0.22)              (0.07)

  In Excess of Net
  Investment Income .......................  --                 --(3)

  From Net Realized Gains
  on Investment Transactions ..............(1.16)                --
                                          -------             -------
  Total Distributions .....................(1.38)              (0.07)
                                          -------             -------
Net Asset Value,
End of Period ............................. $7.16               $6.31
                                          =======             =======
  Total Return(4) .........................37.71%              (2.89)%

 RATIOS/SUPPLEMENTAL DATA

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

Ratio of Net Investment
Income to Average Net Assets .............. 3.27%             1.64%(5)

Portfolio Turnover Rate ................... 158%                159%

Average Commission Paid per
Share of Equity Security Traded ...........$0.0453             $0.0440

Net Assets,
End of Period (in thousands) .............. $731                 $18

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

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

(3) Per share amount was less than $0.01.

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

(5) Annualized.

See Notes to Financial Statements


30      FINANCIAL HIGHLIGHTS                   AMERICAN CENTURY INVESTMENTS


                         INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders,

American Century Capital Portfolios, Inc.:

  We have  audited  the  accompanying  statements  of  assets  and  liabilities,
including  the  schedules of  investments,  of American  Century  Value Fund and
American  Century Equity Income Fund (the "Funds"),  two of the funds comprising
American Century Capital Portfolios, Inc., as of March 31, 1998, and the related
statements of operations and changes in net assets for the year then ended,  and
the financial highlights for the year then ended. These financial statements and
the financial  highlights are the responsibility of the Funds'  management.  Our
responsibility  is to express an opinion on these  financial  statements and the
financial  highlights  based on our audits.  The  financial  statements  and the
financial  highlights of the American Century Value Fund for each of the periods
in the four-year  period ended March 31, 1997 and the financial  statements  and
the financial  highlights of the American Century Equity Income Fund for each of
the periods in the three-year  period ended March 31, 1997 were audited by other
auditors whose report, dated April 25, 1997, expressed an unqualified opinion on
those statements and financial highlights.

  We  conducted  our  audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures  included  confirmation of securities owned at March
31,  1998 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

  In our opinion,  such financial  statements and financial  highlights  present
fairly,  in all material  respects,  the financial  position of American Century
Value Fund and American  Century  Equity  Income Fund as of March 31, 1998,  the
results of their operations,  the changes in their net assets, and the financial
highlights  for the  year  then  ended in  conformity  with  generally  accepted
accounting principles.

Deloitte & Touche LLP
Kansas City, Missouri
April 30, 1998


     ANNUAL REPORT                          INDEPENDENT AUDITORS' REPORT     31


                SHARE CLASS AND RETIREMENT ACCOUNT INFORMATION

SHARE CLASSES

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

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

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

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

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

    The  Institutional  Class had not  commenced as of March 31, 1998 for Equity
Income.

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

RETIREMENT ACCOUNT INFORMATION

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

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

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


32     ANNUAL REPORT                SHARE CLASS AND RETIREMENT INFORMATION


                                     NOTES


     ANNUAL REPORT                                                 NOTES     33


                                     NOTES


34      NOTES                                  AMERICAN CENTURY INVESTMENTS


                                     NOTES


     ANNUAL REPORT                                                 NOTES     35


                            BACKGROUND INFORMATION

INVESTMENT PHILOSOPHY & POLICIES

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

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

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

COMPARATIVE INDICES

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

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

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

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

    The  NASDAQ  COMPOSITE  is a market  capitalization  price-only  index  that
reflects the  aggregate  performance  of domestic  common  stocks  traded on the
regular NASDAQ market,  as well as national  market system traded foreign common
stocks and ADRs.

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

36      BACKGROUND INFORMATION                 AMERICAN CENTURY INVESTMENTS


                                   GLOSSARY

RETURNS

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

   AVERAGE ANNUAL RETURNS illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal year-by-year total returns,  please refer to the "Financial
Highlights" on pages 26-30.


PORTFOLIO STATISTICS

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

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

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

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

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

TYPES OF STOCKS

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

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

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

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

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

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

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

STATISTICAL TERMINOLOGY

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


     ANNUAL REPORT                                              GLOSSARY     37

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

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

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

AUTOMATED INFORMATION LINE:
1-800-345-8765

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

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

INVESTMENT MANAGER
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
KANSAS CITY, MISSOURI

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

(c) 1998 AMERICAN CENTURY SERVICES CORPORATION
FUNDS DISTRIBUTOR, INC.

9805           [recycled logo]
SH-BKT-12220      Recycled
<PAGE>
                                     ANNUAL
                                     REPORT

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


                                 MARCH 31, 1998

                                    AMERICAN
                                     CENTURY
                                      GROUP

                                Real Estate Fund

                                TABLE OF CONTENTS

Report Highlights .........................................................    1
Our Message to You ........................................................    2
Market Perspective ........................................................    3
Performance & Portfolio Information .......................................    4
Management Q & A ..........................................................    5
Schedule of Investments ...................................................    8
Statement of Assets and Liabilities .......................................   10
Statements of Operations ..................................................   11
Statements of Changes in Net Assets .......................................   12
Notes to Financial Statements .............................................   13
Financial Highlights ......................................................   16
Independent Auditors' Report ..............................................   18
Share Class and Retirement Account
Information ...............................................................   19
Background Information
   Investment Philosophy and Policies .....................................   20
   Fund Management Team ...................................................   20
   Fund Background ........................................................   20
   Comparative Indices ....................................................   20
   Investment Team Leaders ................................................   20
Glossary ..................................................................   21

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

                AMERICAN CENTURY INVESTMENTS--FAMILY OF FUNDS
- --------------------------------------------------------------------------------
        Benham                American Century           Twentieth Century
        Group                       Group                      Group
- --------------------------------------------------------------------------------
   MONEY MARKET FUNDS         ASSET ALLOCATION &           GROWTH FUNDS
 GOVERNMENT BOND FUNDS          BALANCED FUNDS          INTERNATIONAL FUNDS
 DIVERSIFIED BOND FUNDS   CONSERVATIVE EQUITY FUNDS
  MUNICIPAL BOND FUNDS         SPECIALTY FUNDS
- --------------------------------------------------------------------------------
                                Real Estate Fund

WE WELCOME YOUR COMMENTS OR QUESTIONS ABOUT THIS REPORT.
SEE THE BACK COVER FOR WAYS TO CONTACT US BY MAIL, PHONE OR E-MAIL.

American  Century and The Benham Group are registered  marks of American Century
Services Corporation.


                                                    AMERICAN CENTURY INVESTMENTS


                                REPORT HIGHLIGHTS

MARKET PERSPECTIVE

*   The bull market  continued with the S&P 500 returning 21.37% during the five
    months ended March 31, 1998.  The index posted  returns of more than 20% for
    each of the last three calendar years.

*   Industrial  and office  sectors saw large  gains,  while  owners of shopping
    centers and apartment  buildings  experienced  modest  increases.  We expect
    office  rents  to  continue  to show  the  greatest  appreciation.  Gains at
    apartment and industrial properties will probably be more modest.

*   During the first  calendar  quarter,  several  factors  caused  Real  Estate
    Investment Trust (REIT) prices to soften. Momentum investors sold to lock in
    gains after two years of excellent performance.  In addition, many investors
    reasserted  a  preference  for the  S&P  500,  which  bounced  back  after a
    fourth-quarter pause

ACRE

*   The fiscal year of the  American  Century  Real Estate Fund (ACRE)  recently
    changed from October 31 to March 31. This annual report  focuses on the five
    months since October 31.

*   The fund's  return was 3.26% for the  five-month  period.  The Wilshire REIT
    Index, ACRE's benchmark, returned 3.34%. (See Total Returns on page 4.)

*   American  Century created ACRE by joining forces with RREEF America,  L.L.C.
    (RREEF), a Chicago-based real estate investment  advisory firm. RREEF is the
    fund's subadvisor and is responsible for managing its investment portfolio.

*   The  fund's  returns  were  dampened  by a  government  proposal  that would
    eliminate a tax  advantage  for four REITS,  and by investor  concerns  over
    large acquisitions by two of our prominent  holdings.  Both factors impacted
    Starwood  Lodging Trust, a large holding that ACRE's managers remain excited
    about. Starwood created a $20 billion company when it acquired Westin Hotels
    & Resorts  and ITT.  We  estimate  Starwood  will grow  internally  (without
    further acquisitions) 20% to 25% annually over the next three years.

*   We see good potential growth for REIT investments because most of the excess
    space from the 1990s has been absorbed, vacancy rates and inflation are low,
    and  there is solid  demand  for  office  space due to the  strength  of the
    economy.


               REAL ESTATE FUND
               INVESTOR CLASS(1)

TOTAL RETURNS:             AS OF 3/31/98
     5 Months                    3.26%(2)
     1 Year                       20.03%

NET ASSETS:               $135.9 million
     (AS OF 3/31/98)

INCEPTION DATE:                  9/21/95

TICKER SYMBOL:                    REACX

(1) See Share Classes, page 19.
(2) Not annualized.

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


   ANNUAL REPORT                                       REPORT HIGHLIGHTS    1


                               OUR MESSAGE TO YOU

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

    Stocks have  posted  historic  returns  over the last three  calendar  years
(1995-1997), and the five-month period covered by this report, which ended March
31, did not interrupt the momentum.  U.S.  financial  indices continued to soar,
the generous market values accorded many large marquee  companies grew even more
generous, and small to midsize stocks performed very respectably.

    Is this the best we can expect? Or, are prices headed higher?

    We've been optimistic about the stock market for many years, and today is no
exception.  We believe stocks should continue to produce good returns. But there
is one key  provision:  Inflation  and  interest  rates  must  remain  low.  Low
inflation and interest rates fuel economic growth and provide a good environment
for stocks and other financial  assets.  Our capital markets should thrive until
that environment changes.

    Corporate  America  is  also  in  excellent  health.  Companies  are  highly
productive and  generating  historically  strong  returns on their  investments,
including investments in their own stock. A slowdown in earnings could cause the
equity markets to stumble,  but such a correction should prove temporary as long
as inflation remains low.

    Finally, it pays to keep in mind that this is a market of individual stocks.
Not every  company  and  industry is selling at record  prices.  The real estate
sector,  in  particular,  has been weak so far this year.  As real estate stocks
declined, American Century Real Estate Fund's management team was able to add to
holdings at discounted  prices. The sector began to rebound at the end of March,
and our management team remains bullish on real estate's potential.

    The past five months have been eventful for American Century. As many of you
may know, we gained a powerful  business  partner this past  January,  when J.P.
Morgan became a substantial minority  shareholder.  The new business partnership
will allow both companies to offer investors a highly diverse menu of investment
options and services.

    We're also working hard to get our computer systems ready for the year 2000.
Year 2000 has been widely  publicized in the financial  press.  It refers to the
possible inability of computer systems to distinguish between the years 1900 and
2000. Like other financial  companies,  many of our computer  operations involve
some  type of date  comparison  or date  calculation.  Most of our  systems  are
already year 2000 compliant, and we anticipate the rest will be in compliance by
the end of the year.

    In closing, we're proud to note that 1998 marks the 40th year since American
Century  launched its first mutual  funds.  Not many fund  companies can claim a
40-year track  record,  or a fund family that  includes  nearly 70 stock,  bond,
money market and blended (stock and bond) funds that provide investors with such
a wide  range of choice and  flexibility.  Whatever  your  financial  goals,  we
believe we have an outstanding group of funds to help you reach them.

    Thank you for your investment with American Century.

Sincerely,

/s/James E. Stowers, Jr.                        /s/James E. Stowers III
James E. Stowers, Jr.                           James E. Stowers III
CHAIRMAN OF THE BOARD AND FOUNDER               CHIEF EXECUTIVE OFFICER


    2    OUR MESSAGE TO YOU                      AMERICAN CENTURY INVESTMENTS


                               MARKET PERSPECTIVE

[line graph - data below]

MARKET PERFORMANCE MEASUREMENTS
Comparative growth of $1.00 for the year ended March 31, 1998

Mar-97     $1.00     $1.00
Apr-97     $1.06     $0.96
May-97     $1.12     $0.99
Jun-97     $1.17     $1.05
Jul-97     $1.27     $1.07
Aug-97     $1.19     $1.07
Sep-97     $1.26     $1.17
Oct-97     $1.22     $1.13
Nov-97     $1.27     $1.16
Dec-97     $1.30     $1.18
Jan-98     $1.31     $1.17
Feb-98     $1.40     $1.14
Mar-98     $1.48     $1.17

Comparative one-year returns for the year ended March 31, 1998
    S&P 500 ...................... 47.85%
    Wilshire REIT Index .......... 17.01%

SOURCE: BLOOMBERG FINANCIAL MARKETS

A POWERHOUSE ECONOMY

    The five months ended March 31, 1998,  witnessed a continuation  of the bull
market in stocks,  with the S&P 500 returning 21.37%. The broad market index has
posted returns of more than 20% for each of the last three calendar  years,  the
best such span on record.

    Stocks  owe much of  their  success  to a robust  economy.  Our  economy  is
currently  enjoying a growth rate  exceeding  3%, a number that many  economists
thought  unsustainable   without  higher  inflation.   We  have  virtually  full
employment and minimal inflation.

    New  technologies  and  increased   attention  to  profitability  have  U.S.
companies  running like  well-oiled  engines.  Return on equity,  a measure of a
company's value to its  shareholders,  is averaging above 20% annually,  a heady
number by historical standards.

PROPERTY MARKET

    The economy's  strength  translated  into growing demand for commercial real
estate and a healthy real estate market  overall.  Industrial  and office sector
rents saw the largest increases,  while owners of shopping centers and apartment
buildings  commanded modest gains.  Office rents should continue to increase the
most,  overtaking the industrial  sector,  according to RREEF,  the Chicago real
estate  investment  firm that manages the  investment  portfolio of the American
Century Real Estate Fund. Growth in apartment and industrial  rents,  which have
risen in many areas in recent years, will be much more moderate, RREEF projects.

REIT MARKET

    Real estate investment trust (REIT) stock performance  lagged in December of
1997 and during the first  quarter of 1998,  even as the  broader  stock  market
surged.  For the five  months  ended March 31,  1998,  the  Wilshire  REIT Index
returned 3.34%.

    It's  instructive  to take a few steps back in time to  understand  why real
estate stocks, which have produced  market-beating  performance for the last two
years, have cooled recently.

    In the 1980s,  new  construction  was driven by tax  advantages,  not market
demand, and many markets were overbuilt.  These tax preferences were repealed in
1986, by which time a significant  oversupply had depressed rents. As developers
tried to stay in business,  they found that their traditional sources of capital
- -- pension funds,  insurance  companies,  banks and savings and loans -- were no
longer interested in investing in real estate.

    They turned to Wall Street in the early  1990s.  Investment  bankers  raised
capital for these companies  through REITs.  Real estate  operators were able to
convert their private  partnerships  to public  companies,  which improved their
access to capital.  In the last few years,  REITs  appreciated  rapidly as their
management acquired properties at depressed prices and improved occupancy rates.

    As REIT stocks  surged,  they  attracted  price  momentum  investors on Wall
Street.  REITs have recently  fallen out of favor with these  investors  because
they have not  maintained  the  blistering  performance  pace of  recent  years.
Industry  fundamentals  remain  strong  but  performance  is off due to  several
temporary  factors,  such as a proposed  tax law change that will have a limited
effect and investor preference for the surging stocks of the S&P 500.


    ANNUAL REPORT                                    MARKET PERSPECTIVE     3


                       PERFORMANCE & PORTFOLIO INFORMATION

 TOTAL RETURNS AS OF MARCH 31, 1998(1)

                                           5 MONTHS     1 YEAR    LIFE OF FUND

INVESTOR CLASS (inception 9/21/95)(2)
ACRE ......................................  3.26%      20.03%      27.30%
Wilshire REIT Index .......................  3.34%      17.01%      22.44%

INSTITUTIONAL CLASS (inception 6/16/97)
ACRE ......................................  3.32%                  17.16%
Wilshire REIT Index .......................  3.34%                  13.39%

(1)  RETURNS FOR PERIODS LESS THAN ONE YEAR ARE NOT ANNUALIZED.
(2)  THE INCEPTION DATE FOR RREEF REAL ESTATE SECURITIES FUND, ACRE'S
     PREDECESSOR. THAT FUND MERGED WITH ACRE ON 6/13/97 AND WAS FIRST OFFERED
     TO THE PUBLIC ON 6/16/97.

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

[mountain graph - data below]

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

Sept. 21, 1995        $10,000        $10,000
Sept. 30, 1995        $10,010        $ 9,974
Dec. 31, 1995         $10,511        $10,383
Mar. 31, 1996         $10,894        $10,642
June 30, 1996         $11,361        $11,084
Sept. 30, 1996        $12,340        $11,826
Dec. 31, 1996         $14,799        $14,127
Mar. 31, 1997         $15,335        $14,269
June 30, 1997         $16,113        $14,934
Sept. 30, 1997        $18,458        $16,656
Dec. 31, 1997         $18,531        $16,820
Mar. 31, 1998         $18,406        $16,669

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

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

[pie charts]
FUND  ALLOCATION  (as  of  March  31,  1998)
Office  34%
Multi-family  Residential 21%
Hotel 13%
Mall & Shopping Center 14%
Industrial 6%
Other 12%


REIT MARKET ALLOCATION (as of march 31, 1998)
Office  27%
Multi-family Residential 20%
Hotel 11%
Mall & Shopping Center 18%
Industrial 11%
Other 13%

SOURCE: RREEF


    4    PERFORMANCE & PORTFOLIO INFORMATION      AMERICAN CENTURY INVESTMENTS


                                 MANAGEMENT Q&A

    An interview with Kim Redding,  a portfolio  manager on the American Century
Real Estate Fund (ACRE) investment team.

HOW DID THE FUND PERFORM DURING THE PERIOD?

    For the five months ended March 31, 1998, ACRE returned 3.26%.(1) The fund's
benchmark,  the Wilshire REIT Index,  returned 3.34%. This report focuses on the
five months since the annual  report dated  October 31, 1997.  The fund's fiscal
year-end has changed from October 31 to March 31. American  Century  implemented
this change to put ACRE on the same calendar with two of its conservative equity
funds, Value and Equity Income.

    Since its September 21, 1995,  inception,  ACRE has averaged a 27.30% annual
return compared to 22.44% for its benchmark.(2)

WHAT EXPLAINS THE LOWER RETURNS OF REAL ESTATE  INVESTMENTS DURING THE LAST FIVE
MONTHS?

    The quick  answer is that the  market is taking a breather  after  producing
very good returns.  For calendar  years 1996 and 1997,  the REIT Index  produced
total  returns of 37.04%  and  19.67%,  respectively.  REITs  raised  nearly $50
billion of new capital  during this period,  mostly from  initial and  secondary
equity  offerings.  This  level of new equity  capital  can often  dampen  share
prices, and we currently are experiencing some of that.

    Another factor  contributing to the recent low returns of the REIT market is
the good  performance of the S&P 500. Some  investors  invested in REITs in 1997
for defensive reasons,  but with the success of the S&P 500 in the early part of
1998,  many of those  investors  withdrew  their capital and  re-invested in the
broader equity markets.

(1) ALL FUND RETURNS REFERENCED IN THIS INTERVIEW ARE FOR INVESTOR CLASS SHARES

(2) THE FUND INCEPTION DATE WAS 9/21/95 FOR RREEF REAL ESTATE  SECURITIES  FUND,
    ACRE'S PREDECESSOR. THAT FUND MERGED WITH ACRE ON 6/13/97.

[bar graph - data below]

ACRE'S ONE-YEAR RETURNS SINCE INCEPTION (Periods ended March 31)
                      March 1996      March 1997       March 1998
ACRE(1)                  8.83%          40.77%           20.03%
Wilshire REIT Index      6.52%          34.35%           17.01%

This graph  illustrates the fund's returns since its inception and compares them
with the index's returns.  The fund's total returns include operating  expenses,
while the index's  returns do not. See page 20 for a  description  of the index.
Past  performance  is no  guarantee  of future  results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost.

(1) Investor Class.
(2) Returns from 9/21/95 to 3/31/96.


   ANNUAL REPORT                                        MANAGEMENT Q & A    5


                                 MANAGEMENT Q&A

    Lastly,  the proposal by the Clinton  administration  to re-evaluate the tax
provisions  for  "paired-share"  REITs,  of which there are four,  hurt the REIT
market as many uninformed investors perceived the announcement to be a threat to
all  REITs.   Paired-share  REITs  combine  a  company  that  owns  real  estate
properties, usually hotels, with one that provides services at those properties.
We anticipate  the  legislation  will be approved and, even though it will limit
the advantage of paired-share REITs, we don't believe it will have a broad-based
impact.

    Despite these short-term market events, overall industry fundamentals remain
strong.  Many companies are expected to produce  excellent  earnings growth and,
therefore, excellent total returns.

HOW DID YOU RESPOND TO A SOFTER MARKET?

    We were able to add to our most  attractive  holdings at  depressed  prices.
REIT stocks  dropped to prices that were very  inexpensive  relative to 1998 and
1999 earnings projections. For many stocks, this drop was tied to negative media
attention rather than a fundamental shift in occupancy rates, inflation or other
factors of significance to real estate  investors.  Investors who purchased REIT
stocks as they fell were  rewarded  by the end of March as prices  began to more
accurately reflect intrinsic value.

WHICH HOLDINGS HURT THE FUND DURING  THE PERIOD?

    Some of our largest  holdings,  such as Starwood  Lodging  Trust and Patriot
American Hospitality, Inc., both of which are paired-share REITs, were depressed
by the factors cited  earlier.  Two other large  holdings,  Crescent Real Estate
Equities,  Inc. and Vornado Realty Trust,  suffered an investor backlash as they
announced  acquisitions with higher risk profiles.  Crescent, an office REIT, is
paying $650 million for Station Casinos of Las Vegas.  Vornado is continuing its
diversified strategy by adding the Merchandise Mart in Chicago for $580 million.
Vornado's  portfolio  includes shopping centers,  Manhattan office buildings and
cold storage  facilities.  We continue to like these  companies for a variety of
reasons:  both Cresent and Vornado have good earnings potential and a history of
making  excellent  investments.  Starwood has grown by acquiring Westin Hotels &
Resorts  and ITT,  creating a $20  billion  company.  It plans to  renovate  and
upgrade many of the hotels in its new portfolio to higher-quality brand names in
the coming  years.  We estimate  Starwood's  revenues will grow  internally  (as
opposed to growth by acquisition) 20% to 25% annually over the next three years.

 TOP TEN HOLDINGS                   % of fund investments

                                     As of       As of
                                     3/31/98   10/31/97

Starwood Lodging Trust                6.4%       4.0%
Crescent Real Estate Equities, Inc.   5.9%       4.5%
CarrAmerica Realty Corp.              5.4%       4.9%
Highwoods Properties, Inc.            4.7%       4.9%
Cali Realty Corp.                     4.7%       5.0%
Arden Realty, Inc.                    4.4%       1.9%
Boston Properties, Inc.               4.0%       2.4%
Essex Property Trust, Inc.            3.9%       3.2%
Equity Residential Properties Trust   3.4%       1.1%
Camden Property Trust                 3.3%       4.3%


   6   MANAGEMENT Q & A                          AMERICAN CENTURY INVESTMENTS


                                 MANAGEMENT Q&A

THE FUND'S HIGHEST WEIGHTING WAS IN REITS THAT OWN OFFICE BUILDINGS. WHY?

    Office REITs were the last to the party of initial public  offerings by real
estate firms.  Only 3% of America's  office buildings are owned by public REITs,
providing a lot of room for growth. In addition,  we are bullish on the American
economy. We expect job growth in every major metropolitan area over the next two
years,  which should drive market rents  higher.  The rate of rent  increases is
moderating,  however,  reflecting the advancing age of the real estate  recovery
and greater balance between building supply and demand.

CAN YOU OFFER AN EXAMPLE OF AN ATTRACTIVE  OFFICE REIT?

    Highwoods  Properties,  Inc.  was one of our  largest  holdings at March 31,
1998.  This  Raleigh-Durham,  N.C.-based  company  develops  and owns office and
industrial  properties,  and we have high expectations going forward.  Highwoods
does two things  exceptionally  well. One, when it purchases a local real estate
operator, it successfully  incorporates the existing management team in order to
maintain the local contacts the company has developed  over 20 or 30 years.  And
two,  Highwoods has an  experienced  development  team.  Development  is a risky
endeavor and Highwoods has shown that it can deliver projects on time, on budget
and  pre-leased.  At the moment,  Highwoods  has $400 million in projects  under
construction  that are 40% pre-leased,  giving  Highwoods a healthy pipeline for
future growth.

WHAT'S YOUR OUTLOOK FOR THE REAL ESTATE MARKET?

    We have always said a somewhat  lower but still very  competitive  return is
more  realistic  than the  exceptional  gains of 1996 and 1997.  We  continue to
promote that expectation as a fair one for long-term  shareholders.  Having said
that, we see a lot of potential growth remaining for REIT  investments.  Most of
the excess space from the 1990s has been  absorbed,  vacancy rates and inflation
are low, and there is solid demand due to the strength of the economy.

    Also,  real  estate  investing  has evolved in ways that dampen the boom and
bust cycles of the past, in our opinion.  The real estate  industry's shift away
from  lending  institutions  and toward  Wall  Street for  funding  changed  how
projects get done. The free flow of  information  and capital that occurs in the
stock  market  means  developers  must make a  stronger  economic  case for each
project than when a single loan officer was involved. Existing properties become
more valuable as Wall Street constraints lead to less overbuilding.


   ANNUAL REPORT                                        MANAGEMENT Q & A    7


                             SCHEDULE OF INVESTMENTS

MARCH 31, 1998

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

DIVERSIFIED COMPANIES-3.6%

                    35,700  Capital Automotive REIT(1)            $     677,184

                   160,200  Catellus Development Corp.(1)             2,973,713

                    44,600  Developers Diversified Realty Corp.       1,823,025
                                                                 --------------

                                                                      5,473,922
                                                                 --------------

HOTELS-12.9%

                   113,500  American General Hospitality Corp.        3,142,532

                    84,900  FelCor Suite Hotels, Inc.                 3,146,606

                   130,010  Patriot American Hospitality, Inc.        3,510,270

                   181,820  Starwood Lodging Trust                    9,716,006
                                                                 --------------

                                                                     19,515,414
                                                                 --------------

INDUSTRIAL-5.6%

                    20,300  Cabot Industrial Trust(1)                   483,393

                    71,500  EastGroup Properties                      1,474,688

                   135,500  Liberty Property Trust                    3,641,563

                    86,900  Weeks Corp.                               2,840,544
                                                                 --------------

                                                                      8,440,188
                                                                 --------------

MULTI--FAMILY RESIDENTIAL-21.4%

                    44,600  Apartment Investment and
                              Management Co.                          1,717,100

                   126,000  Avalon Properties, Inc.                   3,654,000

                    77,516  Bay Apartment Communities, Inc.           2,877,782

                   170,548  Camden Property Trust                     5,052,485

                   100,950  Equity Residential Properties Trust       5,072,737

                   173,500  Essex Property Trust, Inc.                5,953,218

                    55,100  Oasis Residential, Inc.                   1,222,531

                     4,343  Security Capital Group B Warrants(1)         14,386

                      28,500 Smith (Charles E.) Residential
                              Realty, Inc.                              947,625

                   201,300  United Dominion Realty Trust, Inc.        2,918,850

                   118,000  Walden Residential Properties, Inc.       2,979,500
                                                                 --------------

                                                                     32,410,214
                                                                 --------------

NEIGHBORHOOD & COMMUNITY
SHOPPING CENTERS--4.4%

                   104,200  Bradley Real Estate, Inc.                 2,175,175

                     1,000  Pan Pacific Retail Properties, Inc.          21,875

                   100,800  Vornado Realty Trust                      4,391,100
                                                                 --------------

                                                                      6,588,150
                                                                 --------------


Shares                                                                     Value
- --------------------------------------------------------------------------------
OFFICE-34.2%

                   233,300  Arden Realty, Inc.                   $     6,649,050

                   150,000  Beacon Properties Corp.,
                                (Acquired 3/17/98,
                                Cost $3,000,000)(2)                    3,030,000

                   169,700  Boston Properties, Inc.                    5,971,319

                   180,100  Cali Realty Corp.                          7,035,156

                   270,800  CarrAmerica Realty Corp.                   8,124,000

                   248,700  Crescent Real Estate Equities, Inc.        8,953,200

                   202,900  Highwoods Properties, Inc.                 7,164,906

                    99,300  Parkway Properties, Inc.                   3,239,663

                    60,800  Prentiss Properties Trust                  1,588,400
                                                                ----------------

                                                                      51,755,694
                                                                ----------------

REGIONAL MALLS-9.5%

                    93,700  General Growth Properties, Inc.            3,455,188

                   130,500  Macerich Co. (The)                         3,882,375

                    81,400  Mills Corp.                                2,131,662

                   144,700  Simon DeBartolo Group Inc.                 4,955,975
                                                                ----------------

                                                                      14,425,200
                                                                ----------------

STORAGE-3.2%

                   107,000  Public Storage, Inc.                       3,303,625

                    59,200  Storage Trust Realty                       1,461,500
                                                                ----------------

                                                                       4,765,125
                                                                ----------------

TOTAL COMMON STOCKS & WARRANTS-94.8%                                 143,373,907
                                                                ----------------

   (Cost $137,549,384)

 TEMPORARY CASH INVESTMENTS

       $391,000 par value FNMA Discount Note,
              5.90%, 4/1/98(3)                                           391,000

       Repurchase Agreement, Goldman Sachs & Co.,
              Inc., (U.S. Treasury obligations), in a joint
              trading account at 5.65%, dated 3/31/98,
              due 4/1/98 (Delivery value $7,401,161)                   7,400,000
                                                                ----------------

TOTAL TEMPORARY CASH INVESTMENTS-5.2%                                  7,791,000
                                                                ----------------

   (Cost $7,791,000)

TOTAL INVESTMENT SECURITIES-100.0%                                  $151,164,907
                                                                ================

   (Cost $145,340,384)

SEE NOTES TO FINANCIAL STATEMENTS


   8   SCHEDULE OF INVESTMENTS                   AMERICAN CENTURY INVESTMENTS


                             SCHEDULE OF INVESTMENTS

NOTES TO SCHEDULE OF INVESTMENTS

FNMA = FEDERAL NATIONAL MORTGAGE ASSOCIATION

(1) NON-INCOME PRODUCING.

(2) SECURITY WAS PURCHASED  UNDER RULE 144A OF THE  SECURITIES  ACT OF 1933 AND,
    UNLESS REGISTERED UNDER THE ACT OR EXEMPTED FROM  REGISTRATION,  MAY ONLY BE
    SOLD TO QUALIFIED  INSTITUTIONAL INVESTORS THE AGGREGATE VALUE OF RESTRICTED
    SECURITIES AT MARCH 31, 1998, WAS $3,030,000,  WHICH REPRESENTED 2.0% OF NET
    ASSETS.

(3) THE RATES FOR U.S.  GOVERNMENT  AGENCY DISCOUNT NOTES REPRESENT THE YIELD TO
    MATURITY AT PURCHASE.


   ANNUAL REPORT                                  SCHEDULE OF INVESTMENTS   9


                       STATEMENT OF ASSETS AND LIABILITIES

MARCH 31, 1998

 ASSETS

Investment securities, at value
(identified cost of $145,340,384) (Note 3) .....................   $151,164,907

Cash ...........................................................      1,161,898

Receivable for investments sold ................................      1,024,318

Dividend and interest receivable ...............................        469,962

Prepaid expenses and other assets ..............................         53,084
                                                                 --------------

                                                                    153,874,169
                                                                 --------------

LIABILITIES

Disbursements in excess of demand deposit cash .................        122,932

Payable for investments purchased ..............................      2,331,753

Payable for capital shares redeemed ............................        533,784

Payable for management fees (Note 2) ...........................        168,064

Payable for directors' fees and expenses .......................            154
                                                                 --------------

                                                                      3,156,687
                                                                 --------------

Net Assets .....................................................    $150,717,48
                                                                 ==============

NET ASSETS CONSIST OF:

Capital (par value and paid in surplus) ........................    $142,657,32

Undistributed net investment income ............................        409,964

Accumulated undistributed net realized
gain on investment transactions ................................      1,825,672

Net unrealized appreciation on investments (Note 3) ............      5,824,523
                                                                 --------------

 ...............................................................   $150,717,482
                                                                 ==============

Investor Class

Net assets .....................................................    $135,921,99

Shares outstanding .............................................      8,434,494

Net asset value per share ......................................         $16.12

Institutional Class

Net assets .....................................................    $14,795,483

Shares outstanding .............................................        918,018

Net asset value per share ......................................         $16.12

SEE NOTES TO FINANCIAL STATEMENTS


  10   STATEMENT OF ASSETS AND LIABILITIES     AMERICAN CENTURY INVESTMENTS


                            STATEMENTS OF OPERATIONS

PERIOD ENDED MARCH 31, 1998(1) AND YEAR ENDED OCTOBER 31,1997

 INVESTMENT INCOME                                       1998            1997

Income:

Dividend ..............................................$2,427,932    $1,490,106

Interest ..............................................   125,733        92,427
                                                      -----------   -----------

 ...................................................... 2,553,665     1,582,533
                                                      -----------   -----------

Expenses (Note 2):

Management fees .......................................   610,831       295,909

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

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

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

Directors' fees and expenses ..........................     4,112        11,146

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

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

Other operating expenses ..............................        --        11,874
                                                      -----------   ------------

 ......................................................   614,943       465,413

Amount waived/reimbursed ..............................  (28,549)      (147,197)
                                                      -----------   ------------

  Net expenses ........................................   586,394       318,216
                                                      -----------   ------------


Net investment income ................................. 1,967,271     1,264,317
                                                      -----------   ------------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS (NOTE 3)

Net realized gain on investments ...................... 1,192,469     2,097,147

Change in net unrealized appreciation on investments ..   344,165     4,737,101
                                                      -----------   ------------


Net realized and unrealized gain on investments ....... 1,536,634     6,834,248
                                                      -----------   ------------


Net Increase in Net Assets Resulting from Operations ..$3,503,905    $8,098,565
                                                       ==========    ==========


(1) THE FUND'S FISCAL YEAR END WAS CHANGED FROM OCTOBER 31 TO MARCH 31 RESULTING
    IN A FIVE MONTH ANNUAL REPORTING PERIOD.

SEE NOTES TO FINANCIAL STATEMENTS


   ANNUAL REPORT                                 STATEMENT OF OPERATIONS    11


                       STATEMENTS OF CHANGES IN NET ASSETS

PERIOD ENDED MARCH 31, 1998 AND

YEARS ENDED OCTOBER 31, 1997 AND OCTOBER 31,1996

Increase in Net Assets                    1998(1)         1997          1996

OPERATIONS

Net investment income .............$    1,967,271    $  1,264,317   $   289,352

Net realized gain on
investment transactions ...........     1,192,469       2,097,147       198,658

Change in net unrealized
appreciation on investments .......       344,165       4,737,101       825,847
                                       ------------   -----------   ------------

Net increase in net assets
resulting from operations .........     3,503,905       8,098,565     1,313,857
                                       ------------   -----------   ------------

DISTRIBUTIONS TO SHAREHOLDERS

From net investment income:

  Investor Class ..................    (1,148,389)       (748,247)     (155,292)

  Institutional Class .............      (157,612)        (75,141)           --

From net realized gains from investment transactions:

  Investor Class ..................    (1,639,725)       (643,767)           --

  Institutional Class .............      (222,854)             --            --
                                       ------------   -----------   ------------

Decrease in net assets from
distributions .....................    (3,168,580)     (1,467,155)     (155,292)
                                       ------------   -----------   ------------

 CAPITAL SHARE TRANSACTIONS (NOTE 4)

Net increase in net assets from
capital share transactions ........    60,085,338      76,456,053     3,067,828
                                       ------------   -----------   ------------

Net increase in net assets ........    60,420,663      83,087,463     4,226,393

 NET ASSETS

Beginning of period ...............    90,296,819       7,209,356     2,982,963
                                       ------------   -----------   ------------

End of period .....................  $150,717,482     $90,296,819    $7,209,356
                                     ==============   ===========   ===========

Undistributed net investment 
income ............................      $409,964        $239,230       $87,808
                                     ==============   ===========   ===========

(1)THE FUND'S  FISCAL YEAR END WAS CHANGED FROM OCTOBER 31 TO MARCH 31 RESULTING
   IN A FIVE MONTH ANNUAL REPORTING PERIOD.

SEE NOTES TO FINANCIAL STATEMENTS


  12   STATEMENTS OF CHANGES IN NET ASSETS     AMERICAN CENTURY INVESTMENTS


                          NOTES TO FINANCIAL STATEMENTS

MARCH 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION -- American Century Capital Portfolios,  Inc. (the Corporation)
is registered under the Investment Company Act of 1940 as an open-end management
investment  company.  American Century Real Estate Fund (the Fund) is one of the
three funds issued by the  Corporation.  The Fund is  non-diversified  under the
1940 Act. The Fund's investment objective is long-term capital appreciation with
income as a  secondary  objective.  The Fund seeks to achieve its  objective  by
investing primarily in securities issued by real estate investment trusts and in
the  securities of companies  which are  principally  engaged in the real estate
industry.  There are certain  additional risks involved in investing in the Fund
than a more  diversified  portfolio of  investments.  The Fund may be subject to
certain risks similar to those  associated with direct  ownership of real estate
including but not limited to: local or regional economic conditions,  changes in
zoning laws,  credit risk,  and interest  rate risk.  The Fund is  authorized to
issue three classes of shares:  the Investor Class,  the Advisor Class,  and the
Institutional  Class.  The three classes of shares differ  principally  in their
respective shareholder servicing and distribution expenses and arrangements. All
shares of the Fund  represent  an equal pro rata  interest  in the assets of the
class  to  which  such  shares  belong,  and have  identical  voting,  dividend,
liquidation and other rights and the same terms and conditions, except for class
specific  expenses  and  exclusive  rights  to vote on  matters  affecting  only
individual classes.  Sale of the Advisor Class had not commenced as of March 31,
1998. The following significant  accounting policies,  related to all classes of
the Fund, are in accordance with accounting  policies  generally accepted in the
investment company industry.

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

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

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

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

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

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

    DISTRIBUTIONS  TO SHAREHOLDERS -- Distributions to shareholders are recorded
on the ex-dividend date.  Distributions  from net investment income are declared
and paid quarterly.  Distributions from net realized gains are declared and paid
annually.  The Fund designates  $463,044 of the total distributions as long-term
capital gains.

    The  character  of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These differences  reflect the differing character
of certain income items and net capital gains and losses for financial statement
and tax  purposes  and may  result in  reclassification  among  certain  capital
accounts.

    USE OF ESTIMATES -- The  preparation  of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates and assumptions that affect the reported amounts of assets and


   ANNUAL REPORT                           NOTES TO FINANCIAL STATEMENTS     13


                          NOTES TO FINANCIAL STATEMENTS

MARCH 31, 1998

liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial statements, and the reported amounts of increases and decreases in
net assets from  operations  during the reporting  period.  Actual results could
differ from those estimates.

    ADDITIONAL  INFORMATION -- Effective  January 15, 1998,  Funds  Distributor,
Inc. (FDI) became the  Corporation's  distributor.  Certain  officers of FDI are
also officers of the Corporation.

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

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

    On January 27, 1998, substantially all of the assets of RESA, the subadvisor
of the Fund since June 13, 1997, were acquired by RoProperty Services,  B.V. The
new entity adopted the name RREEF America,  L.L.C.  (RREEF).  As a result of the
acquisition,  the subadvisory agreement between RESA and ACIM was terminated and
replaced by a substantially  identical  subadvisory  agreement with RREEF, which
was approved by the Fund's  Board of  Directors in a special  meeting on January
23, 1998.  The  subadvisory  fee was waived  during the period  January 27, 1998
through February 18, 1998, when the SEC issued an exemptive order allowing RREEF
to continue as subadvisor,  pending approval of the new subadvisory agreement by
the Fund  shareholders.  Pursuant to the terms of that order,  from February 19,
1998 until shareholder approval is received,  the subadvisory fee, paid by ACIM,
is being held in an escrow account. Shareholders are expected to vote on the new
agreement at a  shareholder  meeting  scheduled to be held on May 20, 1998.  The
terms of the new subadvisory  agreement  between RREEF and ACIM are identical in
all substantive respects to the old subadvisory  agreement.  The subadvisor will
continue to make investment decisions for the Fund in accordance with the Fund's
investment objectives,  policies, and restrictions under the supervision of ACIM
and the Board of Directors.  ACIM will continue to pay all costs associated with
retaining the RREEF as the subadvisor of the Fund.

    The Board of Directors  has adopted a Master  Distribution  and  Shareholder
Services  Plan (the Plan) for the Advisor  Class,  pursuant to Rule 12b-1 of the
Investment Company Act of 1940. The Plan provides that the Fund will pay ACIM an
annual  distribution fee equal to 0.25% and service fee equal to 0.25%. The fees
are computed daily and paid monthly based on the Advisor  Class's  average daily
closing net assets  during the previous  month.  The  distribution  fee provides
compensation for distribution  expenses incurred by financial  intermediaries in
connection  with  distributing  shares of the Advisor Class  including,  but not
limited to, payments to brokers,  dealers, and financial  institutions that have
entered into sales  agreements  with respect to shares of the Fund.  The service
fee provides  compensation for shareholder and administrative  services rendered
by ACIM, its affiliates or independent third party providers.

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

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

    Securities purchased, excluding short-term investments, totaled $89,364,662.
Securities sold, excluding short-term investments, totaled $34,272,889.

    As  of  March  31,  1998,   accumulated  net  unrealized   appreciation  was
$5,778,459,  based on the aggregate cost of  investments  for federal income tax
purposes  of  $145,386,448,   which  consisted  of  unrealized  appreciation  of
$6,160,554 and unrealized depreciation of $382,095.


  14    NOTES TO FINANCIAL STATEMENTS          AMERICAN CENTURY INVESTMENTS


                          NOTES TO FINANCIAL STATEMENTS

MARCH 31, 1998

4. CAPITAL SHARE TRANSACTIONS

  There are 50,000,000  shares and 25,000,000  shares authorized for issuance by
the Investor Class and Institutional Class,  respectively.  All shares are $0.01
par value. Transactions in shares of the Fund were as follows:

                                                      Shares          Amount
INVESTOR CLASS

November 1, 1997 through March 31, 1998(1)

Sold .............................................  5,826,845       $93,379,453

Issued in reinvestment of distributions ..........    157,495         2,477,404

Redeemed ......................................... (2,340,053)      (37,157,594)
                                                 -------------     -------------

Net increase .....................................  3,644,287       $58,699,263
                                                 =============     =============


Year ended October 31, 1997

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

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

Redeemed ......................................... (2,363,280)      (36,295,993)
                                                 -------------     -------------

Net increase .....................................  4,203,824       $64,648,770
                                                 =============     =============


Year ended October 31, 1996

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

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

Redeemed .........................................      (339)            (3,623)
                                                 -------------     -------------

Net increase .....................................    282,614       $ 3,067,828
                                                 =============     =============

INSTITUTIONAL CLASS

November 1, 1997 through March 31, 1998(1)

Sold .............................................     97,111      $  1,570,964

Issued in reinvestment of distributions ..........     16,658           261,865

Redeemed .........................................   (27,808)          (446,754)
                                                 -------------     -------------

Net increase .....................................     85,961      $  1,386,075
                                                 =============     =============


June 16, 1997(2) through October 31, 1997

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

Issued in reinvestment of distributions ..........      2,083            33,813

Redeemed .........................................   (18,233)          (307,281)
                                                 -------------     -------------

Net increase .....................................    832,057       $11,807,283
                                                 =============     =============


(1)THE FUND'S  FISCAL YEAR END WAS CHANGED FROM OCTOBER 31 TO MARCH 31 RESULTING
   IN A FIVE MONTH ANNUAL REPORTING PERIOD.

(2) SALE OF THE INSTITUTIONAL CLASS COMMENCED ON JUNE 16, 1997.


     ANNUAL REPORT                         NOTES TO FINANCIAL STATEMENTS    15


                              FINANCIAL HIGHLIGHTS

                                 INVESTOR CLASS

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

                                          1998(1)     1997     1996     1995(2)

 PER-SHARE DATA

Net Asset Value,
Beginning of Period ..................... $16.06     $12.29     $9.82   $10.00
                                         --------   --------  --------  -------

Income From Investment Operations

  Net Investment Income .................  0.25(3)    0.67(3)   0.55      0.07

  Net Realized and Unrealized Gain
  (Loss) on Investment Transactions .....  0.26       4.13      2.27     (0.25)
                                         --------   --------  --------  -------

  Total From Investment Operations ......  0.51       4.80      2.82     (0.18)
                                         --------   --------  --------  -------

Distributions

  From Net Investment Income ............ (0.18)     (0.48)    (0.35)       --

  From Net Realized Gains on
  Investment Transactions ............... (0.27)     (0.55)      --         --
                                         --------   --------  --------  -------

  Total Distributions ................... (0.45)     (1.03)    (0.35)       --
                                         --------   --------  --------  -------

Net Asset Value, End of Period ..........$16.12     $16.06    $12.29   $  9.82
                                         ========   ========  ========  =======

  Total Return(4) .......................  3.26%     40.69%    29.28%    (1.80)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses
to Average Net Assets ...................1.15%(5)   1.17%    1.00%      1.50%(5)

Ratio of Operating Expenses
to Average Net Assets
(before expense waivers and
reimbursements)(6) ......................1.20%(5)   1.82%    6.83%     14.83%(5)

Ratio of Net Investment Income
to Average Net Assets ...................3.75%(5)   4.48%    5.84%      6.66%(5)

Ratio of Net Investment Income
to Average Net Assets
(before expense waivers
and reimbursements)(6) ..................3.70%(5)    3.84%    0.01%   (6.67)%(5)

Portfolio Turnover Rate .................    28%       69%      86%         --

Average Commission Paid per
Share of Equity Security Traded ......... $0.0534  $0.0528   $0.0545        --

Net Assets, End of Period 
(in thousands) ..........................$135,922  $76,932    $7,209     $2,983

(1) FIVE MONTH  PERIOD  ENDED  MARCH 31,  1998.  THE FUND'S  FISCAL YEAR END WAS
    CHANGED  FROM  OCTOBER  31 TO  MARCH 31  RESULTING  IN A FIVE  MONTH  ANNUAL
    REPORTING PERIOD.

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

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

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

(5) ANNUALIZED.

(6) DURING THE  PERIODS  ENDED  OCTOBER  31, 1996 AND OCTOBER 31, 1995 AND FOR A
    PORTION OF THE PERIOD ENDED OCTOBER 31, 1997, THE MANAGER VOLUNTARILY AGREED
    TO WAIVE ITS MANAGEMENT FEE AND REIMBURSE  CERTAIN EXPENSES  INCURRED BY THE
    FUND AND PRIOR TO THE UNIFIED  MANAGEMENT FEE STRUCTURE,  EFFECTIVE JUNE 13,
    1997, THE CUSTODIAN OFFSET PART OF ITS FEES FOR BALANCE CREDITS GIVEN TO THE
    FUND.  DURING THE PERIOD ENDED MARCH 31, 1998, A PORTION OF THE  SUBADVISORY
    FEE, WHICH IS PAID FOR SUBADVISORY SERVICES, WAS WAIVED.

SEE NOTES TO FINANCIAL STATEMENTS


  16    FINANCIAL HIGHLIGHTS                      AMERICAN CENTURY INVESTMENTS


                              FINANCIAL HIGHLIGHTS

                               INSTITUTIONAL CLASS

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

                                                           1998(1)      1997(2)


 PER-SHARE DATA

Net Asset Value, Beginning of Period ....................  $16.06       $14.24
                                                         ----------   ---------

Income From Investment Operations

  Net Investment Income(3) ..............................    0.26         0.28

  Net Realized and Unrealized Gain
  on Investment Transactions ............................    0.26         1.63
                                                         ----------   ---------

  Total From Investment Operations ......................    0.52         1.91
                                                         ----------   ---------

Distributions

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

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

  Total Distributions ...................................   (0.46)       (0.09)
                                                         ----------   ---------

Net Asset Value, End of Period ..........................  $16.12       $16.06
                                                         ==========   =========

  Total Return(4) .......................................    3.32%       13.40%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets .......  0.95%(5)     1.00%(5)

Ratio of Operating Expenses to Average Net Assets
(before expense waivers and reimbursements)(6) ..........  1.00%(5)        --

Ratio of Net Investment Income to Average Net Assets ....  4.00%(5)     4.85%(5)

Ratio of Net Investment Income to Average Net Assets
(before expense waivers and reimbursements)(6) ..........  3.95%(5)        --

Portfolio Turnover Rate .................................    28%          69%

Average Commission Paid per Share of
Equity Security Traded ..................................  $0.0534      $0.0528

Net Assets, End of Period (in thousands) ................  $14,795      $13,365

(1) FIVE MONTH  PERIOD  ENDING MARCH 31,  1998.  THE FUND'S  FISCAL YEAR END WAS
    CHANGED  FROM  OCTOBER  31 TO  MARCH 31  RESULTING  IN A FIVE  MONTH  ANNUAL
    REPORTING PERIOD.

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

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

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

(5) ANNUALIZED.

(6) DURING THE PERIOD ENDED MARCH 31, 1998,  A PORTION OF THE  SUBADVISORY  FEE,
    WHICH IS PAID FOR SUBADVISORY SERVICES, WAS WAIVED.


   ANNUAL REPORT                                     FINANCIAL HIGHLIGHTS   17


                          INDEPENDENT AUDITORS' REPORT

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

  We  have  audited  the  accompanying  statement  of  assets  and  liabilities,
including  the schedule of  investments,  of American  Century Real Estate Fund,
Inc.  (the  "Fund"),  one of  the  funds  comprising  American  Century  Capital
Portfolios, Inc., as of March 31, 1998, and the related statements of operations
for the period  November 1, 1997  through  March 31, 1998 and for the year ended
October  31,  1997 and  changes in net assets  for the period  November  1, 1997
through  March  31,  1998 and each of the  years in the  two-year  period  ended
October 31, 1997, and the financial  highlights for the period  November 1, 1997
through  March 31, 1998 and for each of the years in the  two-year  period ended
October 31, 1997 and the period September 21, 1995  (inception)  through October
31, 1995.  These  financial  statements  and the  financial  highlights  are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these financial  statements and the financial highlights based on our
audits.

  We  conducted  our  audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures  included  confirmation of securities owned at March
31,  1998 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

  In our opinion,  such financial  statements and financial  highlights  present
fairly,  in all material  respects,  the financial  position of American Century
Real  Estate  Fund as of March 31,  1998,  the  results of its  operations,  the
changes in its net  assets,  and the  financial  highlights  for the  respective
stated periods in conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Kansas City, Missouri
April 30, 1998


  18  INDEPENDENT AUDITORS' REPORT               AMERICAN CENTURY INVESTMENTS


                SHARE CLASS AND RETIREMENT ACCOUNT INFORMATION

SHARE CLASSES

    American  Century  offers three classes of shares for ACRE. One class is for
investors who buy directly from American  Century,  one is for investors who buy
through  financial  intermediaries,  and the  third is for  large  institutional
customers.

    The original class of ACRE shares is called the INVESTOR  CLASS.  All shares
issued and  outstanding  before June 16, 1997,  have been designated as Investor
Class shares.  Investor Class shares may also be purchased  after June 16, 1997.
Investor  Class  shareholders  do not pay any  commissions  or  other  fees  for
purchase  of fund shares  directly  from  American  Century.  Investors  who buy
Investor  Class  shares  through  a  broker-dealer  may be  required  to pay the
broker-dealer a transaction fee. THE PRICE AND PERFORMANCE OF THE INVESTOR CLASS
SHARES ARE LISTED IN NEWSPAPERS. NO OTHER CLASS IS CURRENTLY LISTED.

    In  addition,  there  is an  ADVISOR  CLASS,  which is sold  through  banks,
broker-dealers, insurance companies and financial advisors. Advisor Class shares
are subject to a 0.50% Rule 12b-1 service and distribution fee. Half of that fee
is available to pay for recordkeeping and administrative  services,  and half is
available  to  pay  for   distribution   services   provided  by  the  financial
intermediary  through  which the Advisor Class shares are  purchased.  The total
expense  ratio of the Advisor Class is 0.25% higher than the total expense ratio
of the Investor Class. The ADVISOR CLASS had not commenced as of March 31, 1998.

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

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

RETIREMENT ACCOUNT INFORMATION

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

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

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


   ANNUAL REPORT          SHARE CLASS AND RETIREMENT ACCOUNT INFORMATION    19


                             BACKGROUND INFORMATION

INVESTMENT PHILOSOPHY AND POLICIES

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

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

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

    It's important to understand that real estate  investing  involves  inherent
risks,  including  interest  rate  fluctuations,  credit  risk and the impact of
changing  economic  conditions.  In addition,  by focusing on a specific  market
sector,  the fund may experience  greater  volatility  than funds with a broader
investment  strategy.  It is not  intended  to  serve as a  complete  investment
program by itself.

FUND MANAGEMENT TEAM

    American Century has entered into a subadvisory contract with an experienced
real  estate  investment  company,  RREEF  America  L.L.C.,  to manage the fund.
Founded in 1975,  RREEF is a  Chicago-based  real estate  investment  advisor to
large corporate  clients,  with assets under management of over $7 billion.  The
fund  management  team  consists of two  experienced  fund  managers  who select
investments  within a framework  established by a real estate  investment policy
committee. (See Note 2 in Notes to Financial Statements.)

FUND BACKGROUND

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

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

COMPARATIVE INDICES

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

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

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

  20   BACKGROUND INFORMATION                  AMERICAN CENTURY INVESTMENTS


                                    GLOSSARY

RETURNS

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

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal year-by-year total returns,  please refer to the "Financial
Highlights" on pages 16 and 17.


INVESTMENT TERMS

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

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


   ANNUAL REPORT                                               GLOSSARY    21

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


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

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

AUTOMATED INFORMATION LINE:
1-800-345-8765

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

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

INVESTMENT MANAGER
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
KANSAS CITY, MISSOURI

SUBADVISOR
RREEF AMERICA, L.L.C.
CHICAGO, ILLINOIS


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

(c) 1998 AMERICAN CENTURY INVESTMENT SERVICES, INC.
FUNDS DISTRIBUTOR, INC.

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