AMERICAN CENTURY CAPITAL PORTFOLIOS INC
497, 1999-01-29
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                                   PROSPECTUS

                                DECEMBER 30, 1998

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

                                Equity Index Fund



- --------------------------------------------------------------------------------
                               INSTITUTIONAL CLASS

  The Securities and Exchange Commission has not approved or diaspproved these
securities or determined if this Prospectus is accurate or complete. Anyone who
                   tells you otherwise is committing a crime.

                     Distributed by Funds Ditributor, Inc.


[front cover]    


                                   PROSPECTUS

                                DECEMBER 30, 1998

                                  Equity Index

                               INSTITUTIONAL CLASS

                   AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

    American  Century  Capital  Portfolios,  Inc. is a part of American  Century
Investments,  a family of funds that  includes  nearly 70 no-load  mutual  funds
covering a variety of investment  opportunities.  One fund from American Century
that invests primarily in equity securities is described in this Prospectus. Its
investment objective is listed on page 2 of this Prospectus. The other funds are
described in separate prospectuses.

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

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

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

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

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

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


PROSPECTUS                                                                1


   
                        INVESTMENT OBJECTIVE OF THE FUND

AMERICAN CENTURY EQUITY INDEX FUND

    The investment  objective of Equity Index is long-term  capital growth.  The
fund seeks to achieve this  objective by matching,  as closely as possible,  the
investment results of the Standard & Poor's 500 Composite Stock Price Index (the
"S&P 500 Index").

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

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


   
2      INVESTMENT OBJECTIVE                     AMERICAN CENTURY INVESTMENTS
    


                                TABLE OF CONTENTS

   
Investment Objective of the Fund ..........................................    2
Transaction and Operating Expense Table ...................................    4

INFORMATION REGARDING THE FUNDS

Investment Policies of the Fund ...........................................    5
Other Investment Practices, Their Characteristics
  and Risks ...............................................................    6
    Non-Diversified Company ...............................................    6
    Futures Contracts .....................................................    6
    Portfolio Turnover ....................................................    6
    Repurchase Agreements .................................................    7
    Derivative Securities .................................................    7
    Cash Management .......................................................    8
Performance Advertising ...................................................    8

HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

American Century Investments ..............................................    9
Investing in American Century .............................................    9
How to Open an Account ....................................................    9
            By Mail .......................................................    9
            By Wire .......................................................    9
            By Exchange ...................................................   10
            In Person .....................................................   10
    Subsequent Investments ................................................   10
            By Mail .......................................................   10
            By Telephone ..................................................   10
            By Wire .......................................................   10
            In Person .....................................................   10
    Automatic Investment Plan .............................................   10
Minimum Investment ........................................................   10
How to Exchange from One Account to Another ...............................   10
            By Mail .......................................................   11
            By Telephone ..................................................   11
How to Redeem Shares ......................................................   11
            By Mail .......................................................   11
            By Telephone ..................................................   11
            By Check-A-Month ..............................................   11
            Other Automatic Redemptions ...................................   11
    Redemption Proceeds ...................................................   11
            By Check ......................................................   11
            By Wire and ACH ...............................................   11
    Special Requirements for Large Redemptions ............................   12
Signature Guarantee .......................................................   12
Special Shareholder Services ..............................................   12
            Open Order Service ............................................   12
            Tax-Qualified Retirement Plans ................................   13
Important Policies Regarding Your Investments .............................   13
Reports to Shareholders ...................................................   14
Customers of Banks, Broker-Dealers and
  Other Financial Intermediaries ..........................................   14

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price ...............................................................   15
    When Share Price Is Determined ........................................   15
    How Share Price Is Determined .........................................   15
    Where to Find Information about Share Price ...........................   16
Distributions .............................................................   16
Taxes .....................................................................   16
    Tax-Deferred Accounts .................................................   16
    Taxable Accounts ......................................................   17
Management ................................................................   18
    Investment Management .................................................   18
    Code of Ethics ........................................................   18
    Transfer and Administrative Services ..................................   18
    Year 2000 Issues ......................................................   19
Distribution of Fund Shares ...............................................   19
Further Information about American Century ................................   19
    


PROSPECTUS                                           TABLE OF CONTENTS       3


                     TRANSACTION AND OPERATING EXPENSE TABLE

                                                                    Equity Index

SHAREHOLDER TRANSACTION EXPENSES:

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

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

Management Fees ..................................................... 0.29%
12b-1 Fees ..........................................................  none
Other Expenses(1) ................................................... 0.00%
Total Fund Operating Expenses ....................................... 0.29%
    

EXAMPLE:

You would pay the following expenses on a                    1 year   $  3
$1,000 investment, assuming a 5% annual return and          3 years      9
redemption at the end of each time period:                  5 years     16
                                                           10 years     37

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

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

    NEITHER  THE 5% RATE OF  RETURN  NOR THE  EXPENSES  SHOWN  ABOVE  SHOULD  BE
CONSIDERED  INDICATIONS OF PAST OR FUTURE  RETURNS AND EXPENSES.  ACTUAL RETURNS
AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

   
    The shares  offered by this  Prospectus are  Institutional  Class shares and
have no up-front or deferred sales charges,  commissions or 12b-1 fees. The fund
offers one other class of shares  which is  primarily  made  available to retail
investors.  The other class has a different fee structure than the Institutional
Class. The difference in the fee structures between the classes is the result of
their separate  arrangements for shareholder and  distribution  services and not
the  result  of any  difference  in  amounts  charged  by the  manager  for core
investment advisory services. Accordingly, the core investment advisory expenses
do not vary by class. A difference in fees will result in different  performance
for the other class. For additional  information about the various classes,  see
"Further Information about American Century," page 19.
    


4     TRANSACTION AND OPERATING EXPENSE TABLE     AMERICAN CENTURY INVESTMENTS


                         INFORMATION REGARDING THE FUND

INVESTMENT POLICIES OF THE FUND

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

    Equity Index seeks to match, as closely as possible,  the investment results
of the S&P 500  Index.  The S&P 500 Index is  composed  of 500  selected  common
stocks,  most of which are  listed on the New York Stock  Exchange.  The fund is
managed by buying and selling  stocks and other  securities in order to build an
investment  portfolio  that will match,  as closely as possible,  the investment
characteristics of the S&P 500 Index.

    Standard & Poor's, a division of The McGraw-Hill  Companies,  Inc.,  chooses
the stocks  included  in the S&P 500 Index on a market  capitalization  weighted
statistical  basis.  The  weightings  of stocks in the S&P 500 Index are further
based on each stock's total market  capitalization  relative to the other stocks
contained in the index. Because of this weighting,  the fund expects that the 50
largest companies will comprise a large proportion of the S&P 500 Index.

    The advisor  generally will select stocks for the fund's  portfolio in order
of their weightings in the S&P 500 Index,  beginning with the heaviest  weighted
stocks.  The fund attempts to be fully  invested at all times in the stocks that
comprise  the S&P 500 Index and, in any event,  at least 80% of the fund's total
assets will be so invested.

    When the fund advisor believes that it is prudent,  the fund may also invest
in S&P 500 Index futures and options. The fund will purchase futures and options
on a non-leveraged basis.  "Non-leveraged" means that the fund may not invest in
futures  and  options  where it would be  possible  to lose  more  than the fund
invested.  S&P 500 Index  futures and options can help the fund's  assets remain
liquid while performing more like the S&P 500 Index.
    

    As with all funds,  at any given time,  the value of your shares of the fund
may be worth more or less than the price you paid.  If you sell your shares when
the value is less than the price you paid, you will lose money. The value of the
fund's shares  depends on the value of the stocks and other  securities it owns.
The value of the  individual  securities  Equity  Index owns will go up and down
depending on the  performance of the companies that issued them,  general market
and economic conditions, and investor confidence.

    The fund's  ability to correlate  its  performance  with that of the S&P 500
Index may be affected by, among other things, changes in securities markets, the
manner in which the total return of the S&P 500 Index is calculated, the size of
the fund's portfolio,  the amount of cash or cash equivalents held in the fund's
portfolio,  and the timing,  frequency  and size of  shareholder  purchases  and
redemptions.  The  fund  will use  cash  flows  from  shareholder  purchase  and
redemption activity to maintain,  to the extent feasible,  the similarity of its
portfolio to the securities comprising the S&P 500 Index.

   
    Inclusion of a security in the S&P 500 Index in no way implies an opinion by
Standard & Poor's as to its attractiveness as an investment.  In the future, the
fund may select a different  index if such a standard of comparison is deemed to
be more representative of the performance of securities the fund seeks to match.

    "Standard & Poor's(reg.tm),"  "Standard & Poor's 500," "S&P 500(reg.tm)" and
"S&P(reg.tm)"  are trademarks of The McGraw-Hill  Companies,  Inc. and have been
licensed for use by American Century. The fund is not sponsored,  endorsed, sold
or promoted by Standard & Poor's and Standard & Poor's  makes no  representation
regarding the advisability of investing in the fund. Please see the Statement of
Additional  Information  which sets forth  certain  additional  disclaimers  and
limitations of liabilities on behalf of S&P.
    


PROSPECTUS                              INFORMATION REGARDING THE FUND       5


OTHER INVESTMENT PRACTICES, THEIR
CHARACTERISTICS AND RISKS

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

NON-DIVERSIFIED COMPANY

    The fund is a  "non-diversified"  investment  company.  This  means that the
proportion  of the fund's  assets that may be invested  in the  securities  of a
single  issuer  is not  limited  by the  Investment  Company  Act of  1940  (the
"Investment Company Act"). A "diversified" investment company is required by the
Investment  Company Act generally,  with respect to 75% of its total assets,  to
invest not more than 5% of such assets in the securities of a single issuer.

    Depending  upon the  composition  of the S&P 500 Index,  a  relatively  high
percentage of the fund's  assets may be invested in the  securities of a limited
number  of  issuers,  some of which  may be  within  the same  economic  sector.
Consequently,  the  fund's  portfolio  may be more  sensitive  to changes in the
market value of a single issuer or industry.

   
    However, to meet federal tax requirements,  at the close of each quarter the
fund may not have more than 25% of its total  assets  invested in any one issuer
and, with respect to 50% of total  assets,  not more than 5% of its total assets
invested in any one issuer.
    

FUTURES CONTRACTS

    The fund may  invest in stock  index  futures  in  anticipation  of taking a
market  position  when  available  cash  balances do not permit an  economically
efficient trade in the cash market.  A futures  contract is an agreement to take
or make delivery of an amount of cash based on the difference  between the value
of the index at the beginning and at the end of the contract period.

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

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

    The fund may not  purchase  leveraged  futures.  The fund will  deposit in a
segregated  account with its custodian bank appropriate  securities in an amount
equal to the  fluctuating  market  value of the index  futures  contracts it has
purchased,  less any margin deposited on its position. The fund will invest only
in exchange-traded futures.

PORTFOLIO TURNOVER

    Investment  decisions  to  purchase  and sell  securities  are  based on the
anticipated  contribution  of the security in question to the fund's  investment
objectives. Because the fund is managed to match the performance of an index, it
is not expected  that the fund will have a high  portfolio  turnover  rate.  The
manager  believes,  however,  that the rate of portfolio  turnover is irrelevant
when it  determines  a change  is in  order to  achieve  those  objectives  and,
accordingly, the annual portfolio turnover rate cannot be anticipated.

    Higher turnover would generate correspondingly greater brokerage commissions
that the fund pays  directly.  Higher  portfolio  turnover also may increase the
likelihood of realized  capital  gains,  if any,  distributed  by the fund.  See
"Taxes," page 16.


   
6      INFORMATION REGARDING THE FUND         AMERICAN CENTURY INVESTMENTS
    


REPURCHASE AGREEMENTS

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

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

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

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

DERIVATIVE SECURITIES

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

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

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

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

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

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

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

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

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

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


   
PROSPECTUS                           INFORMATION REGARDING THE FUND       7


CASH MANAGEMENT

    When the  fund has cash  reserves,  the  fund  may  invest  in money  market
instruments   consisting  of  U.S.   Government   securities,   time   deposits,
certificates of deposit,  bankers' acceptances,  high-grade commercial paper and
repurchase  agreements.  In addition,  the fund may invest up to 5% of its total
assets in any money  market  fund,  including  those  advised by the  advisor or
subadvisor.

PERFORMANCE ADVERTISING

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

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

   
    The fund also may include in advertisements data comparing  performance with
the performance of non-related  investment media,  published  editorial comments
and performance  rankings compiled by independent  organizations  such as Lipper
Analytical  Services and  publications  that monitor the  performance  of mutual
funds.  Performance information may be quoted numerically or may be presented in
a table,  graph or other  illustration.  In addition,  fund  performance  may be
compared to  well-known  indices of market  performance,  including  the S&P 500
Index.  Fund  performance  also may be compared,  on a relative  basis, to other
funds in our fund  family.  This  relative  comparison,  which may be based upon
historical fund  performance,  historical,  expected  volatility,  or other fund
characteristics,  may be presented  numerically,  graphically  or in text.  Fund
performance also may be combined or blended with other funds in our fund family,
and that combined or blended  performance may be compared to the same indices to
which individual funds may be compared.
    

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


   
8      INFORMATION REGARDING THE FUND           AMERICAN CENTURY INVESTMENTS
    


                HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS

AMERICAN CENTURY INVESTMENTS

    The  fund  offered  by this  Prospectus  is a part of the  American  Century
Investments  family  of  mutual  funds.  Our  family  provides  a full  range of
investment   opportunities.   Please  call  1-800-345-3533  for  a  brochure  or
prospectuses for the other funds in the American Century Investments family.

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

INVESTING IN AMERICAN CENTURY

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

   
    If  you  own  or  are   considering   purchasing   fund  shares  through  an
employer-sponsored  retirement  plan or through a bank,  broker-dealer  or other
financial  intermediary,  the  following  sections,  as well as the  information
contained  in our Investor  Services  Guide,  may not apply to you.  Please read
"Minimum Investment," page 10, and "Customers of Banks, Broker-Dealers and Other
Financial Intermediaries," page 14.
    

HOW TO OPEN AN ACCOUNT

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

    You may invest in the following ways:

BY MAIL

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

BY WIRE

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

* RECEIVING BANK AND ROUTING NUMBER:
  Commerce Bank, N.A. (101000019)

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

* BENEFICIARY ACCOUNT NUMBER (BNF ACCT):
  2804918

* REFERENCE FOR BENEFICIARY (RFB):
  American  Century  account number into which you are  investing.  If more than
  one, leave blank and see Bank to Bank Information below.

* ORIGINATOR TO BENEFICIARY (OBI):
  Name and address of owner of account into which you are investing.

* BANK TO BANK INFORMATION
  (BBI OR FREE FORM TEXT):

  *    Taxpayer identification or Social Security
       number.

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

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


PROSPECTUS            HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       9


BY EXCHANGE

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

IN PERSON

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

    4500 Main Street
    Kansas City, Missouri 64111

    4917 Town Center Drive
    Leawood, Kansas 66211

    1665 Charleston Road
    Mountain View, California 94043

   
    9445 East County Line Road, Suite A
    Englewood, Colorado 80222
    

SUBSEQUENT INVESTMENTS

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

BY MAIL

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

BY TELEPHONE

   
    Upon  completion of your  application and once your account is open, you may
make  investments  by  telephone.   You  may  call  an   Institutional   Service
Representative or use our Automated Information Line.
    

BY WIRE

    You may make  subsequent  investments  by  wire.  Follow  the wire  transfer
instructions on page 9 and indicate your account number.

IN PERSON

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

AUTOMATIC INVESTMENT PLAN

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

MINIMUM INVESTMENT

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

HOW TO EXCHANGE FROM ONE ACCOUNT TO ANOTHER

    As long as you meet any minimum  investment  requirements,  you may exchange
your fund  shares to our other  funds up to six times per year per  account.  An
exchange  request will be processed as of the same day it is received,  if it is
received before


10 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


the fund's net asset values are calculated, which is one hour prior to the close
of the New York Stock  Exchange  for funds  issued by  American  Century  Target
Maturities Trust and at the close of the Exchange for all of our other funds.
See "When Share Price Is Determined," page 15.

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

   
    If, in any 90-day period,  the total of your exchanges and your  redemptions
from any one account  exceeds the lesser of $250,000 or 1% of the fund's assets,
further  exchanges  will be subject to special  requirements  to comply with our
policy on large redemptions.  See "Special  Requirements for Large Redemptions,"
page 12.
    

BY MAIL

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

BY TELEPHONE

   
    You can make  exchanges  over the telephone  upon  completion and receipt of
your application or by calling us at 1-800-345-3533 to get the appropriate form.
    

HOW TO REDEEM SHARES

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

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

BY MAIL

    Your  written  instructions  to  redeem  shares  may  be  made  either  by a
redemption  form,  which we will  send you upon  request,  or by a letter to us.
Certain  redemptions  may require a signature  guarantee.  Please see "Signature
Guarantee," page 12.

BY TELEPHONE

    Upon  completion of your  application and once your account is open, you may
redeem your shares by calling an Institutional Service Representative.

BY CHECK-A-MONTH

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

OTHER AUTOMATIC REDEMPTIONS

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

REDEMPTION PROCEEDS

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

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

BY CHECK

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

BY WIRE AND ACH

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

    Your bank usually will receive wired funds within 48 hours of  transmission.
Funds  transferred  by ACH may be received up to seven days after  transmission.
Once the funds are transmitted,  the time of receipt and the funds' availability
are not under our control.


PROSPECTUS           HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       11


SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

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

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

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

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

SIGNATURE GUARANTEE

    To protect  your  accounts  from fraud,  some  transactions  will  require a
signature  guarantee.  You can obtain a signature guarantee from a bank or trust
company,  credit  union,  broker-dealer,  securities  exchange  or  association,
clearing agency or savings association, as defined by federal law.

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

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

SPECIAL SHAREHOLDER SERVICES

    We offer several  services to make your account easier to manage.  These are
listed on the account application.  You will find more information about each of
these services in our Investor Services Guide.

    Our special shareholder services include:

OPEN ORDER SERVICE

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

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

    Because of their time-sensitive nature, open order transactions are accepted
only by telephone or in


12 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


person. These transactions are subject to exchange limitations described in each
fund's prospectus,  except that orders and cancellations  received before 2 p.m.
Central time are  effective the same day, and orders or  cancellations  received
after 2 p.m. Central time are effective the next business day.

TAX-QUALIFIED RETIREMENT PLANS

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

    *    Individual Retirement Accounts (IRAs);

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

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

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

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

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

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

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

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

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

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

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

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

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

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

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


PROSPECTUS          HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS       13


REPORTS TO SHAREHOLDERS

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

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

    Carefully  review  all the  information  relating  to  transactions  on your
statements  and  confirmations  to ensure that your  instructions  were acted on
properly.  Please notify us immediately in writing if there is an error.  If you
fail to provide  notification  of an error  with  reasonable  promptness,  i.e.,
within 30 days of  non-automatic  transactions  or within 30 days of the date of
your consolidated quarterly statement, in the case of automatic transactions, we
will deem you to have ratified the transaction.

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

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

   
CUSTOMERS OF BANKS, BROKER-DEALERS AND
OTHER FINANCIAL INTERMEDIARIES
    

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

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

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


14 HOW TO INVEST WITH AMERICAN CENTURY INVESTMENTS  AMERICAN CENTURY INVESTMENTS


                     ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

   
    The price of your shares is also  referred to as their net asset value.  Net
asset value is determined by  calculating  the total value of the fund's assets,
deducting  total  liabilities  and  dividing  the result by the number of shares
outstanding.  For all American  Century  funds,  except funds issued by American
Century Target  Maturities  Trust, net asset value is determined as of the close
of regular  trading on the New York Stock Exchange on each day that the Exchange
is open, usually 4 p.m. Eastern time. The net asset values for Target Maturities
funds are determined one hour prior to the close of the Exchange.
    

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

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

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

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

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

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

HOW SHARE PRICE IS DETERMINED

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

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


PROSPECTUS                      ADDITIONAL INFORMATION YOU SHOULD KNOW      15


value as  determined  in  accordance  with  procedures  adopted  by the Board of
Directors.

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

    The  value of an  exchange-traded  foreign  security  is  determined  in its
national currency as of the close of trading on the foreign exchange on which it
is traded or as of the close of business on the New York Stock Exchange, if that
is earlier.  That value is then exchanged to dollars at the  prevailing  foreign
exchange rate.

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

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

WHERE TO FIND INFORMATION ABOUT SHARE PRICE

    The net  asset  values of the  Investor  Class of the fund  offered  by this
Prospectus is published in leading  newspapers daily. The net asset value of the
Institutional Class may be obtained by calling us.

DISTRIBUTIONS

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

   
    Participants in employer-sponsored retirement or savings plans must reinvest
all  distributions.   For  shareholders   investing  through  taxable  accounts,
distributions  will be  reinvested  unless  you elect to  receive  them in cash.
Distributions of less than $10 generally will be reinvested.  Distributions made
shortly  after a  purchase  by check  or ACH may be held up to 15 days.  You may
elect to have distributions on shares held in certain IRAs and 403(b) plans paid
in cash only if you are at least 59 (1)/(2) years old or permanently and totally
disabled.  Distribution  checks  normally are mailed within seven days after the
record date. Please consult our Investor Services Guide for further  information
regarding your distribution options.
    

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

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

TAXES

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

TAX-DEFERRED ACCOUNTS

    If fund  shares  are  purchased  through  tax-deferred  accounts,  such as a
qualified    employer-sponsored    retirement   or   savings   plan   (excluding
participant-directed  employer-sponsored  retirement plans, which are ineligible
to invest in Institutional Class shares),


16     ADDITIONAL INFORMATION YOU SHOULD KNOW       AMERICAN CENTURY INVESTMENTS


income and capital gains  distributions  paid by the fund  generally will not be
subject to current taxation,  but will accumulate in your account under the plan
on a tax-deferred basis.

TAXABLE ACCOUNTS

    If fund shares are purchased through taxable accounts,  distributions of net
investment  income  and net  short-term  capital  gains  are  taxable  to you as
ordinary  income.  The  dividends  from  net  income  may  qualify  for  the 70%
dividends-received  deduction for  corporations to the extent that the fund held
shares receiving the dividend for more than 45 days. Distributions from gains on
assets held longer than 12 months are taxable as long-term  gains  regardless of
the length of time you have held the shares.  However,  you should note that any
loss  realized upon the sale or redemption of shares held for six months or less
will be treated as a long-term capital loss to the extent of any distribution of
long-term capital gain to you with respect to such shares.

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

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

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

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

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

   
    Redemption of shares of the fund (including  redemptions made in an exchange
transaction) will be a taxable transaction for federal income tax purposes,  and
shareholders  generally  will recognize a gain or loss in an amount equal to the
difference  between  the basis of the shares and the amount  received.  Assuming
that  shareholders hold such shares as a capital asset, the gain or loss will be
a  capital  gain  or  loss  and  generally  will  be  considered  long-term,  if
shareholders  have held such  shares for a period of more than 12  months.  If a
loss  is  realized  on the  redemption  of  fund  shares,  the  reinvestment  in
additional  fund  shares  within 30 days before or after the  redemption  may be
subject to the "wash sale" rules of the Internal  Revenue  Code,  resulting in a
postponement of the recognition of such loss for federal income tax purposes.
    

    In addition to the federal income tax consequences  described above relating
to an investment  in the fund,  there may be other  federal,  state or local tax
considerations that depend upon the circumstances of each


PROSPECTUS                    ADDITIONAL INFORMATION YOU SHOULD KNOW       17


particular  investor.  Prospective  shareholders  are therefore urged to consult
their tax advisors  with respect to the effect of this  investment  on their own
specific situations.

MANAGEMENT

INVESTMENT MANAGEMENT

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

    Barclays Global Fund Advisors,  acting  pursuant to a subadvisory  agreement
among it, American Century Investment  Management,  Inc. and the fund, makes the
day-to-day  investment  decisions  for the fund in  accordance  with the  fund's
investment  objective,  policies and  restrictions  under the supervision of the
manager and the Board of Directors.

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

    For the  services  provided  to the  Institutional  Class of the  fund,  the
manager receives an annual fee of 0.29% of the average net assets of the fund.

    For subadvisory  services,  the manager pays the subadvisor an annual fee of
0.05% of the average net assets of the fund.

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

CODE OF ETHICS

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

TRANSFER AND ADMINISTRATIVE SERVICES

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

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

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


18     ADDITIONAL INFORMATION YOU SHOULD KNOW   AMERICAN CENTURY INVESTMENTS


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

    The manager and  transfer  agent are both wholly  owned by American  Century
Companies,  Inc.,  which is controlled by James E. Stowers Jr.,  Chairman of the
fund's Board of Directors.

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

YEAR 2000 ISSUES

   
    Many of the world's computer systems currently cannot properly  recognize or
process date-sensitive information relating to the Year 2000 and beyond. Because
this may impact the computer systems of various American  Century-affiliated and
external service providers for the fund,  American Century formally  initiated a
Year 2000  readiness  project in July 1997.  It  involves a team of  information
technology  professionals  assisted  by  outside  consultants  and  guided  by a
senior-level steering committee.  The team's goal is to assess the impact of the
Year 2000 on  American  Century's  systems,  renovate  or  replace  noncompliant
critical systems, and test those systems. In addition, the team has been working
to gather  information  about the Year 2000  efforts of the fund's  other  major
service providers.

    Although  American  Century  believes  its critical  systems  will  function
properly in the Year 2000,  this is not  guaranteed.  If the efforts of American
Century  or its  external  service  providers  are not  successful,  the  fund's
business, particularly the provision of shareholder services, may be hampered.
    
    In addition,  the issuers of  securities  the fund owns could have Year 2000
computer  problems.  These problems could  negatively  affect the value of their
securities, which, in turn, could impact the fund's performance. The advisor has
established a process to gather publicly  available  information  about the Year
2000  readiness  of these  issuers.  However,  this  process may not uncover all
relevant  information,  and the  information  gathered  may not be complete  and
accurate.  Moreover, an issuer's Year 2000 readiness is only one of many factors
the fund  manager may  consider  when  making  investment  decisions,  and other
factors may receive greater weight.

DISTRIBUTION OF FUND SHARES

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

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

FURTHER INFORMATION ABOUT AMERICAN CENTURY

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

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

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


PROSPECTUS                      ADDITIONAL INFORMATION YOU SHOULD KNOW       19


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

   
    American Century offers two classes of shares of the fund: an Investor Class
and an  Institutional  Class,  and multiple  classes of shares of the other four
series  of  the   Corporation.   The  shares  offered  by  this  Prospectus  are
Institutional  Class shares and have no up-front  charges,  commissions or 12b-1
fees.

    The Investor  Class is primarily  made  available to retail  investors.  The
other class has different fees, expenses and/or minimum investment  requirements
than the Institutional  Class. The difference in the fee structures  between the
classes  is the  result  of their  separate  arrangements  for  shareholder  and
distribution services and not the result of any difference in amounts charged by
the  manager  for  core  investment  advisory  services.  Accordingly,  the core
investment  advisory expenses do not vary by class.  Different fees and expenses
will affect  performance.  For  additional  information  concerning the Investor
Class  of  shares,  call  one  of  our  Investor  Services   Representatives  at
1-800-345-2021.
    

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

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

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

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

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


20     ADDITIONAL INFORMATION YOU SHOULD KNOW     AMERICAN CENTURY INVESTMENTS


                                      NOTES


PROSPECTUS                                                       NOTES       21


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

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

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

Fax: 816-340-4655

www.americancentury.com

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

   
[recycled logo]
Recycled
    

9902
SH-PRS-14712
<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

                                DECEMBER 30, 1998

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


                                Equity Index Fund




- --------------------------------------------------------------------------------
                       AMERICAN CENTURY EQUITY INDEX FUND
                                   A SERIES OF
                    AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

This  Statement of Additional  Information  adds to the discussion in the funds'
Prospectus,  dated December 30, 1998, but is not a prospectus. If you would like
a copy of the  Prospectus,  please  contact us at one of the  addresses or phone
numbers  listed  on the  back  cover  or visit  American  Century's  Web site at
www.americancentury.com.

This  Statement of  Additional  Information  incorporates  by reference  certain
information that appears in the fund's annual and semiannual reports,  which are
delivered to all  shareholders.  You may obtain a free copy of the fund's annual
or semiannual report by calling 1-800-345-2021.


                     Distributed by Funds Distributor, Inc.
   
    
                       STATEMENT OF ADDITIONAL INFORMATION

                                DECEMBER 30, 1998



TABLE OF CONTENTS

Investment Objectives of the Fund .........................................    2
Investment Restrictions ...................................................    2
S&P 500 Index .............................................................    3
Foreign Securities ........................................................    3
Futures Contracts .........................................................    3
Cash Management ...........................................................    5
An Explanation of Fixed Income Securities Ratings .........................    5
Portfolio Lending .........................................................    7
Portfolio Turnover ........................................................    7
Officers and Directors ....................................................    8
Management ................................................................   10
Custodians ................................................................   11
Independent Auditors ......................................................   11
Capital Stock .............................................................   11
Multiple Class Structure ..................................................   11
Taxes .....................................................................   11
Brokerage .................................................................   12
Performance Advertising ...................................................   13
Redemptions in Kind .......................................................   14
Holidays ..................................................................   14
    


STATEMENT OF ADDITIONAL INFORMATION                                           1


   
INVESTMENT OBJECTIVE OF THE FUND

    The  investment  objective  of  the  fund  is  described  on  page  2 of its
Prospectus.  In seeking  to  achieve  its  objective,  the fund must  conform to
certain  policies,  some of which are  designated  in the  Prospectus or in this
Statement  of  Additional  Information  as  "fundamental"  and cannot be changed
without shareholder approval.
    

INVESTMENT RESTRICTIONS

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

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

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

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

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

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

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

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

  (8)    The fund shall not concentrate its investments in securities of issuers
         in a particular industry (other than securities issued or guaranteed by
         the  U.S.  government  or any of its  agencies  or  instrumentalities),
         except to the  extent  that the S&P 500 index is also  concentrated  in
         securities of issuers in a particular industry.

    In addition, the fund has adopted the following  non-fundamental  investment
restrictions:

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

  (2)    As an operating policy, the fund may not purchase any security or enter
         into a repurchase  agreement if, as a result,  more than 15% of its net
         assets (10% for money  market  funds)  would be invested in  repurchase
         agreements  not  entitling  the  holder to  payment  of  principal  and
         interest  within  seven days and in  securities  that are  illiquid  by
         virtue of legal or contractual restrictions on resale or the absence of
         a readily available market.

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

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


2                                                 AMERICAN CENTURY INVESTMENTS


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

   
S&P 500 INDEX

    The fund  seeks to  achieve a 95% or better  correlation  between  its total
return and the total  return of the S&P 500 Index.  Correlation  is  measured by
comparing the fund's monthly total returns to those of the S&P 500 over the most
recent 36-month period.

     The fund is not sponsored, endorsed, sold or promoted by Standard & Poor's,
a  division  of  The  McGraw-Hill   Companies,   Inc.  ("S&P").   S&P  makes  no
representation or warranty, express or implied, to the owners of the fund or any
member of the public  regarding  the  advisability  of investing  in  securities
generally  or in the fund  particularly  or the  ability of the S&P 500 Index to
track  general stock market  performance.  S&P's only  relationship  to American
Century is the licensing of certain trademarks and trade names of S&P and of the
S&P 500 Index which is determined, composed and calculated by S&P without regard
to the fund. S&P has no obligation to take the needs of American  Century or the
owners of the fund into  consideration in determining,  composing or calculating
the  S&P  500  the  S&P  500  Index.  S&P is not  responsible  for  and  has not
participated  in the  determination  of the prices and amount of the fund or the
timing  of  the  issuance  or  sale  of the  fund  or in  the  determination  or
calculation  of the equation by which the fund is to be converted into cash. S&P
has no obligation or liability in connection with the administration,  marketing
or trading of the fund.

     S&P does not guarantee the accuracy and/or the  completeness of the S&P 500
Index or any data  included  therein  and S&P shall  have no  liability  for any
errors,  omissions, or interruptions therein. S&P makes no warranty,  express or
implied,  as to the results to be obtained by the fund,  owners of the fund,  or
any  other  person  or  entity  from  the use of the S&P 500  Index  or any data
included  therein.  S&P makes no express or implied  warranties,  and  expressly
disclaims all warranties of  merchantability or fitness for a particular purpose
or use with respect to the S&P 500 Index or any data included  therein.  Without
limiting any of the foregoing,  in no event shall S&P have any liability for any
special, punitive,  indirect, or consequential damages (including lost profits),
even if notified of the possibility of such damages.

    
FOREIGN SECURITIES

   
    The fund may invest a small  percentage  of its assets in the  securities of
foreign issuers. The manager defines "foreign issuer" as an issuer of securities
that is domiciled  outside the United States,  derives at least 50% of its total
revenue from  production  or sales  outside of the United  States,  and/or whose
principal  trading market is outside the United States.  The principal  business
activities of such issuers will be located in developed countries.

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

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

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

FUTURES CONTRACTS

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

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

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


STATEMENT OF ADDITIONAL INFORMATION                                           3


invested in equity securities.

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

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

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

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

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

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

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

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

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

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

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


4                                                 AMERICAN CENTURY INVESTMENTS


CASH MANAGEMENT

CORPORATE OBLIGATIONS

    Commercial paper is issued by large  corporations to raise cash. The maximum
maturity for commercial  paper is 270 days,  although most  commercial  paper is
issued  with  maturities  of 60 days or less.  Commercial  paper is offered at a
discount with its full face value paid at maturity.

   
    Although  commercial  paper rates generally  fluctuate with the value of the
London Interbank Offered Rate (LIBOR), Treasury bills, bankers' acceptances, and
certificates  of deposit,  they are also influenced by (1) the issuer's size and
credit rating and (2) the commercial paper maturity date.
    

    Smaller or  lower-rated  corporations  may tap the  commercial  paper market
through asset-backed  commercial paper programs. In a typical program, a special
purpose  corporation  (a  SPC),  created  and/or  serviced  by a bank,  uses the
proceeds from an issuance of commercial  paper to purchase  receivables from one
or more corporations (sellers).  The sellers transfer their interest in the cash
flow from the  receivables to the SPC, and this cash is used to pay interest and
repay principal on the commercial  paper.  Letters of credit may be available to
cover the risk that the cash flow from the receivables will not be sufficient to
cover the maturing commercial paper.

BANK OBLIGATIONS

   
    Negotiable  certificates  of deposit (CDs)  evidence a bank's  obligation to
repay money deposited with it for a specified period of time.

    Bankers' acceptances are used to finance foreign commercial trade. Issued by
a bank with an importer's name on them, these  instruments allow the importer to
back up its own pledge to pay for  imported  goods with a bank's  obligation  to
cover the transaction if the importer fails to do so.
    

    Bank notes are senior unsecured promissory notes issued in the United States
by domestic commercial banks.

    The bank  obligations the fund may buy generally are not insured by the FDIC
or any other insurer.

GOVERNMENT OBLIGATIONS

    U.S.  Treasury  securities  differ from one another in their interest rates,
maturities,  and issuance and interest  payment  schedules.  Treasury bills have
initial  maturities of one year or less;  Treasury notes,  two to ten years; and
Treasury bonds, more than ten years.

    A number of U.S. government agencies and government-sponsored  organizations
issue debt  securities.  These  agencies  generally  are  created by Congress to
fulfill a specific  need,  such as providing  credit for home buyers or farmers.
Among these  agencies are the Federal  Home Loan Banks,  the Federal Farm Credit
System,  the Student Loan  Marketing  Association,  and the  Resolution  Funding
Corporation.

   
    Some  obligations  issued  or  guaranteed  by U.S.  government  agencies  or
instrumentalities  are  supported  by the  full  faith  and  credit  of the U.S.
government;  others are  supported by the right of the issuer to borrow from the
Treasury; others are supported by the U.S. government's  discretionary authority
to purchase certain obligations of the agency or instrumentality; and others are
supported only by the credit of the issuing agency or instrumentality.

    Supranational  organizations (generally,  multilateral lending institutions,
or MLIs) are  created by  governments  to promote  economic  reconstruction  and
development.  An MLI's  creditworthiness  is based not only on its own financial
performance, but on the willingness and ability of member governments to support
its lending activities.
    

    While maintaining  strict financial  controls to ensure liquidity and strong
creditworthiness,  MLIs finance their operations in the same manner as any other
financial  institution,   with  a  combination  of  short-  and  long-term  debt
obligations.  Short-term  debt is  usually  issued  in the  form  of  short-term
discount notes and commercial paper.

AN EXPLANATION OF FIXED INCOME SECURITIES RATINGS

   
    As  described  in the  Prospectus,  the fund  may  invest  in  fixed  income
securities.  The fund may invest  only in  investment-grade  obligations.  Fixed
income securities  ratings provide the manager with a current  assessment of the
credit rating of an issuer with respect to a specific fixed income security.

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

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


STATEMENT OF ADDITIONAL INFORMATION                                          5


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


6                                                  AMERICAN CENTURY INVESTMENTS


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

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

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

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

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

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

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

PORTFOLIO LENDING

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

PORTFOLIO TURNOVER

    The fund will not generally trade in securities for short-term profits, but,
when circumstances warrant,  securities may be purchased and sold without regard
to the length of time the security has been held.  Accordingly,  the fund's rate
of portfolio turnover at times may be substantial.

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

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

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


STATEMENT OF ADDITIONAL INFORMATION                                          7


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

OFFICERS AND DIRECTORS

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

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

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

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

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

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

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

   
    DONALD H. PRATT (61), Vice Chairman of the Board and Director; President and
Director, Butler Manufacturing Company.

    LLOYD T. SILVER JR. (70), Director;  Consultant and retired Chairman of LSC,
Inc.

    M. JEANNINE  STRANDJORD  (53),  Director;  Senior Vice  President,  Finance,
Sprint Corporation; Director, DST Systems, Inc.

    GEORGE A. RIO (43),  President;  Executive  Vice  President  and Director of
Client Services, Funds Distributor, Inc. (FDI). Prior to joining FDI, Mr. Ingram
served as Senior Vice President and Senior Key Account Manager for Putnam Mutual
Funds (from June 1995 to March 1998). Before that he served as Director Business
Development  for First Data  Corporation  (May 1994 to June  1995),  Senior Vice
President and Manager of Client Services,  and Director of Internal Audit at The
Boston Company, Inc. (September 1983 to May 1994).

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

    DAVID C. TUCKER (40),  Vice  President;  Senior Vice  President  and General
Counsel,  American Century Services  Corporation and American Century Investment
Management,  Inc.;  General  Counsel,  American Century  Companies,  Inc. (June,
1998);  Consultant to the Mutual Funds  Industry (May 1997 to April 1998);  Vice
President and General Counsel, Janus Companies (1990 to May 1997).

    CHRISTOPHER  J. KELLEY (34),  Vice  President;  Vice President and Associate
General  Counsel of FDI.  Prior to joining FDI, Mr.  Kelley  served as Assistant
Counsel at Forum  Financial Group (from April 1994 to July 1996) and before that
as a compliance officer for Putnam Investments (from 1992 to 1994).
    

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


8                                                 AMERICAN CENTURY INVESTMENTS


   
    MERELE A. MAY (36),  Controller;  Vice President,  American Century Services
Corporation.
    

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

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

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

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

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

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

   
    The  Directors of the  corporation  also serve as Directors  for other funds
advised by the  manager.  Each  Director  who is not an  "interested  person" as
defined in the  Investment  Company Act  receives for service as a member of the
Board of six of such  companies an annual  director's  fee of $48,000,  a fee of
$1,000 per regular Board meeting attended and $500 per special Board meeting and
committee meeting attended. In addition, those Directors who are not "interested
persons" who serve as chair of a committee of the Board of Directors  receive an
additional  $2,000 for such services.  These fees and expenses are divided among
the six investment  companies  based upon their  relative net assets.  Under the
terms of the management  agreement with the manager, the fund is responsible for
paying such fees and expenses.
    

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

                                    Aggregate           Total Compensation
                                  Compensation               from the
                                    from the             American Century
Director                         Corporation(1)         Family of Funds(2)
- --------------------------------------------------------------------------------
Thomas A. Brown                     $3,144                   $60,000
Robert W. Doering, M.D.              3,022                    49,500
Andrea C. Hall, Ph.D.(3)             1,302                     8,833
D.D. (Del) Hock                      3,021                    49,500
Linsley L. Lungaard                  1,791                    42,333
Donald H. Pratt                      3,144                    60,000
Lloyd T. Silver Jr.                  3,021                    49,000
M. Jeannine Strandjord               3,072                    43,833
- --------------------------------------------------------------------------------

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

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

(3) Dr. Hall replaced Mr. Lundgaard as a director effective November 1, 1997.

    Those Directors who are  "interested  persons," as defined in the Investment
Company Act,  receive no fee as such for serving as a Director.  The salaries of
such individuals, who also are officers of the fund, are paid by the manager.


STATEMENT OF ADDITIONAL INFORMATION                                           9


MANAGEMENT

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

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

   
    The  management  agreement  provides  that it may be  terminated at any time
without payment of any penalty by the fund's Board of Directors, or by a vote of
the fund's  shareholders,  on 60 days' written notice to the manager and that it
shall be automatically terminated if it is assigned.
    

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

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

    The management  agreement between the fund and the manager  contemplates the
retention of a subadvisor by the manager.

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

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

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

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


10                                                 AMERICAN CENTURY INVESTMENTS


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

CUSTODIANS

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

INDEPENDENT AUDITORS

    Deloitte & Touche LLP, 1010 Grand Avenue,  Suite 400, Kansas City,  Missouri
64106 are the independent  auditors of the fund. As the independent  auditors of
the fund, Deloitte & Touche LLP will provide services including (1) audit of the
annual financial statements,  (2) assistance and consultation in connection with
SEC filings  and (3) review of the annual  federal  income tax return  filed for
each fund by American Century.

CAPITAL STOCK

   
    The  Corporation's  capital stock is described in the  Prospectus  under the
heading "Further Information about American Century."

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

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

MULTIPLE CLASS STRUCTURE

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

   
    The Investor Class shares are made available to investors directly,  without
any load or commission,  for a single  management fee. The  Institutional  Class
shares are made available to  institutional  shareholders  or through  financial
intermediaries   that  do  not  require  the  same  level  of  shareholder   and
administrative  services from the manager as Investor Class  shareholders.  As a
result, the manager is able to charge this class a lower management fee.
    

TAXES

TAXATION OF DEBT INSTRUMENTS

   
    For federal income tax purposes,  debt securities  purchased by the fund may
be treated as having  original  issue  discount.  Original  issue  discount  can
generally be defined as the excess of the stated redemption price at maturity of
a debt  obligation  over the issue price.  Original issue discount is treated as
interest earned by the fund for federal income tax purposes,  whether or not any
income is  actually  received,  and  therefore  is subject  to the  distribution
requirements  of the Code.  However,  original  issue  discount  with respect to
tax-exempt  obligations  generally  will be  excluded  from the  fund's  taxable
income. Original issue discount with respect to tax-exempt securities is accrued
and  added  to the  adjusted  tax  basis  of such  securities  for  purposes  of
determining gain or loss upon sale or at maturity. Generally, the amount of
    


STATEMENT OF ADDITIONAL INFORMATION                                           11


original  issue discount for any period is determined on the basis of a constant
yield to maturity which takes into account the compounding of accrued  interest.
Under  section 1286 of the Code,  an  investment  in a stripped bond or stripped
coupon will result in original issue discount.

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

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

FOREIGN HOLDERS

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

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

BROKERAGE

    Under the management agreement between the fund and the manager, the manager
has the  responsibility of selecting brokers to execute portfolio  transactions.
The fund's policy is to secure the most favorable prices and execution of orders
on its  portfolio  transactions.  So long as that policy is met, the manager may
take into consideration the factors discussed below when selecting brokers.  The
manager has delegated  responsibility for selecting brokers to execute portfolio
transactions  to the subadvisor  under the terms of the  Investment  Subadvisory
Agreement.

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

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

    The  staff of the SEC has  expressed  the  view  that  the  best  price  and
execution  of  over-the-counter  transactions  in  portfolio  securities  may be
secured by


12                                                 AMERICAN CENTURY INVESTMENTS


dealing directly with principal  market makers,  thereby avoiding the payment of
compensation to another broker. In certain situations, the officers of the fund,
the manager and the subadvisor believe that the facilities, expert personnel and
technological  systems of a broker enable the fund to secure as good a net price
by dealing with a broker instead of a principal market maker, even after payment
of the compensation to the broker. The fund normally places its over-the-counter
transactions with principal market makers but also may deal on a brokerage basis
when utilizing electronic trading networks or as circumstances warrant.

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

PERFORMANCE ADVERTISING

FUND PERFORMANCE

   
    Individual fund  performance may be compared to various  indices,  including
the Standard & Poor's 500 Index.  Fund  performance  also may be compared to the
rankings prepared by Lipper Analytical Services, Inc.

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

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

ADDITIONAL PERFORMANCE COMPARISONS

   
    Investors  may  judge  the  performance  of  the  fund  by  comparing  their
performance to the  performance of other mutual funds or mutual fund  portfolios
with comparable  investment  objectives and policies through various mutual fund
or market indices,  such as those prepared by Dow Jones & Co., Inc.;  Standard &
Poor's  Corporation;  Shearson  Lehman  Brothers,  Inc.; and to data prepared by
Lipper  Analytical  Services,  Inc.;  Morningstar,  Inc.; and the Consumer Price
Index.  Comparisons  may also be made to  indices  or data  published  in Money,
Forbes,  Barron's,  The Wall Street Journal, The New York Times,  Business Week,
Pensions and  Investments,  USA Today,  Realty  Stock  Review,  Changing  Times,
Institutional  Investor and other similar publications or services.  In addition
to performance information, general information about the fund that appears in a
publication such as those mentioned above or in the applicable  prospectus under
the heading  "Performance  Advertising" may be included in advertisements and in
reports to shareholders.
    

PERMISSIBLE ADVERTISING INFORMATION

    From  time to time,  the fund may,  in  addition  to any  other  permissible
information,  include the  following  types of  information  in  advertisements,
supplemental  sales literature and reports to  shareholders:  (1) discussions of
general economic or financial principles (such as the effects of compounding and
the benefits of dollar-cost  averaging);  (2)  discussions  of general  economic
trends;  (3)  presentations of statistical data to supplement such  discussions;
(4)  descriptions  of past or anticipated  portfolio  holdings for the fund; (5)
descriptions  of  investment  strategies  for  the  fund;  (6)  descriptions  or
comparisons  of various  savings and  investment  products  (including,  but not
limited to, qualified  retirement plans and individual stocks and bonds),  which
may or may not include the fund;


STATEMENT OF ADDITIONAL INFORMATION                                       13


(7) comparisons of investment products (including the fund) with relevant market
or industry  indices or other  appropriate  benchmarks;  (8) discussions of fund
rankings or ratings by recognized  rating  organizations;  and (9)  testimonials
describing  the  experience of persons that have invested in the fund.  The fund
may also include calculations,  such as hypothetical compounding examples, which
describe   hypothetical   investment  results  in  such   communications.   Such
performance  examples will be based on an express set of assumptions and are not
indicative of the performance of the fund.

MULTIPLE CLASS PERFORMANCE ADVERTISING

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

REDEMPTIONS IN KIND

    The fund's policy with regard to large redemptions is described in detail in
the Prospectus under the heading "Special Requirements for Large Redemptions."

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

HOLIDAYS

   
    The fund does not  determine  the net asset value of its shares on days when
the New York Stock  Exchange  is closed.  Currently,  the  Exchange is closed on
Saturdays,  and Sundays and on holidays,  namely New Year's Day,  Martin  Luther
King Jr. Day,  Presidents'  Day, Good Friday,  Memorial Day,  Independence  Day,
Labor Day, Thanksgiving and Christmas.
    


14                                                AMERICAN CENTURY INVESTMENTS


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

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

Automated Information Line:
1-800-345-8765

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

Fax: 816-340-7962

www.americancentury.com

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Century(reg.tm)

   
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