AMERICAN CENTURY CAPITAL PORTFOLIOS INC
N-30D, 1999-05-27
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[front cover]
                                                                 MARCH 31, 1999

ANNUAL REPORT
- -----------------
AMERICAN CENTURY

[graphic of eyeglasses, keyboard, fund listings]

- -----------------
VALUE
EQUITY INCOME
SMALL CAP VALUE

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

[inside front cover]

CLASSIFYING OUR FUNDS BY OBJECTIVE AND RISK
- --------------------------------------------------------------------------------

In March,  American  Century  introduced a new and simpler way to evaluate which
fund is right for you.  The new  system is based on a fund's  objective  and its
risks. Funds are classified under FOUR BROAD OBJECTIVES:

          * Growth                   * Income
          * Growth & Income          * Capital Preservation

Funds are also divided according to RISK:

          * Aggressive               * Moderate                 * Conservative

The risk  classification  is based on a number of factors,  including how much a
fund's share price has fluctuated in the past compared to two popular indices:

          * Standard & Poor's 500 Stock Index
          * Lehman Bros. Aggregate Bond Index

Aggressive  funds tend to fluctuate more than the S&P 500 Index.  Moderate funds
tend to  fluctuate  less  than the S&P  500,  but more  than the  Lehman  Index.
Conservative funds tend to fluctuate less than the Lehman Index.

NEW, SIMPLER FUND NAMES

We also simplified the names of our funds. For example,

OLD FUND NAME                               NEW FUND NAME
- --------------------------------------------------------------------------------
American Century-Twentieth Century Ultra    American Century Ultra
American Century-Benham GNMA Fund           American Century GNMA Fund

These changes should make investing more convenient and understandable for you.

Turn to the  inside  back  cover  of  this  report  to see a list  of the  funds
classified by objective and risk. For  definitions of the fund  categories,  see
the Glossary.

WHAT'S NEW...

           Our new fund guide,  Investing with American  Century,  will help you
           navigate  through  our  selection  of  funds.  This  helpful  booklet
           includes information about risk levels, objectives, investment styles
           and strategies.

           American  Century  Catalog  of Tools &  Services  lists  all the free
           educational materials available to investors.

           FUND PROFILES are now available for many American  Century funds when
           you request  information  about a fund.  Profiles are short pamphlets
           that follow a standard SEC format and are intended to help you easily
           compare our funds with other  companies'  funds.  When you invest you
           will  receive  a  full  prospectus,   which  contains  more  detailed
           information about your new fund.

           To order any of these materials, please call 1-800-345-2021.

[left margin]
               VALUE
               (TWVLX)
- -------------------------------------------------------------------------------
               EQUITY INCOME
               (TWEIX)
- -------------------------------------------------------------------------------
               SMALL CAP VALUE
               (N/A)
- -------------------------------------------------------------------------------



Our Message to You
- --------------------------------------------------------------------------------

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

     These are unusual times in the equity markets.  While the fortunes of a few
large growth  stocks  flourish,  the vast  majority of stocks  languish--to  the
frustration of portfolio managers and shareholders alike.

     The fiscal year for American  Century Value,  Equity Income,  and Small Cap
Value  funds  ended  March 31,  1999,  and it is safe to say this was a tough 12
months for all three funds. The difference  between the performance of value and
growth  stocks  widened to  historic  proportions.  As the year came to a close,
value  stocks had never been cheaper  relative to growth,  and most small stocks
were in negative territory.

     Under the circumstances, the funds did well, with Small Cap Value producing
strong relative results. The long-term records of Value and Equity Income remain
very  competitive.  Given the  popular  pessimism  about  value and  small-stock
investing,  and the bargains our portfolio  teams are finding in these  sectors,
this may be a good  time to give  these  funds a closer  look.  We  remain  firm
believers that value and smaller stocks will return to favor.

     On the corporate front, this was an exciting year at American Century.  For
one, we consolidated all our funds under the American Century name. While we are
sorry to lose the venerable  Twentieth  Century and Benham names, we believe the
American Century nameplate makes it simpler for you to identify your funds.

     We also  reclassified  our entire  family of 71 funds,  based on investment
goals and risk  levels,  so you can more easily  choose the funds that are right
for you.  A  complete  list of  American  Century  funds  sorted  by  their  new
classifications is on the inside back cover of this report.

     We also continued to expand the American Century investment team, which has
doubled over the last three years.  Our portfolio  teams have  excellent  depth,
with an array of experienced  managers and analysts,  and we remain committed to
building  and  maintaining  a  talented  management  group.  Performance  is too
hard-won, and our business too competitive, not to do so.

     Speaking of  performance,  take a look at our enhanced Web site.  Among the
new features are daily fund information,  including  performance and price data,
market and national news,  and a Forms Center with access to the  most-requested
investor  forms  and  applications.  You  also  can  sign  up  to  receive  fund
prospectuses and shareholder reports electronically.

     Finally,  a quick  update on Year  2000.  Our  critical  systems  have been
renovated,  tested,  and  returned  to  production.  We  continue  to test these
systems,  as well as  participate  in  industry-wide  tests  with  our  business
partners.

     As always, we appreciate your continued confidence in American Century.

Sincerely,

[signature]                              [signature]
James E. Stowers, Jr.                    James E. Stowers III
Chairman of the Board and Founder        Vice Chairman of the Board
                                         and Chief Executive Officer

[right margin]

   Table of Contents

   Report Highlights ......................................................    2
   Market Perspective .....................................................    3
VALUE
   Performance ............................................................    4
   Management Q&A .........................................................    5
   Schedule of Investments ................................................    8
   Financial Highlights ...................................................   30
EQUITY INCOME
   Performance ............................................................   10
   Management Q&A .........................................................   11
   Schedule of Investments ................................................   14
   Financial Highlights ...................................................   33
SMALL CAP VALUE
   Performance ............................................................   16
   Management Q&A .........................................................   17
   Schedule of Investments ................................................   20
   Financial Highlights ...................................................   36
FINANCIAL STATEMENTS
   Statements of Assets and
      Liabilities .........................................................   22
   Statements of Operations ...............................................   23
   Statements of Changes
      in Net Assets .......................................................   24
   Notes to Financial
      Statements ..........................................................   25
   Independent Auditors'
      Report ..............................................................   38
OTHER INFORMATION
   Share Class and Retirement
      Account Information .................................................   39
   Background Information
      Investment Philosophy
         and Policies .....................................................   40
      Comparative Indices .................................................   40
      Portfolio Managers ..................................................   40
   Glossary ...............................................................   41


                                                    www.americancentury.com   1


Report Highlights
- --------------------------------------------------------------------------------

MARKET PERSPECTIVE

*    The year ended March 31,  1999,  was a volatile  period for the U.S.  stock
     market. The domestic economy demonstrated strong growth throughout 1998 and
     into 1999. However,  deteriorating global economic and financial conditions
     ignited investor anxiety and fueled a sharp correction in the third quarter
     of 1998.  The Federal  Reserve Board lowered  interest rates three times in
     rapid succession in an effort to stabilize global markets that were reeling
     from economic crises abroad.

*    For most of the year, returns remained  concentrated in a handful of large,
     well-known  companies.  Although many large  companies  posted  respectable
     earnings,  it was not  necessarily  a  market  in which  earnings  were the
     attraction.  The growth  investment  style also  performed  better than the
     value style.

VALUE

*    Value posted a total return of -9.88% for its fiscal year.  The fund lagged
     its benchmark,  the S&P 500/BARRA Value Index,  which gained 5.73%. The S&P
     500 posted a 18.42% gain.

*    The market's  long-running bias toward  large-capitalization  stocks worked
     against Value during the year, as did  investors'  preference  for the more
     visible  earnings  and  liquidity  found in growth  stocks,  despite  their
     elevated valuations.

*    Merger and acquisition activity helped boost performance. More than a dozen
     companies in Value's portfolio were acquisition targets this year.

*    Energy and  energy-related  stocks  were the  weakest  performers.  Value's
     portfolio was tilted toward  exploration  and production  companies and oil
     services companies, which suffered the most as oil and gas prices declined.

EQUITY INCOME

*    For the year  ended  March 31,  1999,  Equity  Income  declined  0.44%.  It
     underperformed its benchmark,  the Lipper Equity Income Index, which gained
     1.59% for the year.

*    Investors  continued  their  preference  for the more  visible  growth  and
     liquidity  of  large-cap  growth  stocks,  and  small- and  mid-cap  shares
     struggled. This preference worked against Equity Income during the year.

*    As large-cap  stocks have become more  expensive,  mid-cap firms have grown
     increasingly  attractive  on a  valuation  basis.  As a result,  merger and
     acquisition activity has increased in many industries. This trend benefited
     Equity Income's performance.

*    The fund's stake in gas utilities dampened performance,  as did holdings in
     the food and beverage industry.

SMALL CAP VALUE

*    Small Cap Value opened on July 31, 1998.  As of March 31, 1999, it posted a
     life-of-fund  return  of  -4.24%.  Small  Cap  Value's  benchmark,  the S&P
     SmallCap 600/BARRA Value, returned -11.71% in that timeframe.

*    Small Cap Value's stronger relative performance was primarily the result of
     its heavier concentrations in several top-performing industries,  including
     electrical equipment companies.  Strong individual stock selection also was
     helpful.

*    Performance  was  constrained  by Small Cap  Value's  significant  stake in
     energy  exploration  and natural gas companies,  which struggled as oil and
     gas prices declined. Food and beverage stocks also were disappointing.

[left margin]

                                   VALUE(1)
                                    (TWVLX)
       TOTAL RETURNS:                                AS OF 3/31/99
          6 Months                                     6.28%(2)
          1 Year                                      -9.88%
       INCEPTION DATE:                                 9/1/93
       NET ASSETS:                                  $1.8 billion(3)

                               EQUITY INCOME(1)
                                   (TWEIX)
       TOTAL RETURNS:                                AS OF 3/31/99
          6 Months                                      8.80%(2)
          1 Year                                       -0.44%
       INCEPTION DATE:                                  8/1/94
       NET ASSETS:                                   $311.5 million(3)
       30-DAY SEC YIELD:                                3.59%(1)

                              SMALL CAP VALUE(1)
                                   (ASVIX)
       TOTAL RETURNS:                                AS OF 3/31/99
          6 Months                                     6.16%(2)
          Since Inception                             -4.24%(2)
       INCEPTION DATE:                                 7/31/98
       NET ASSETS:                                    $12.4 million(3)

(1)       Investor Class.
(2)       Not annualized.
(3)       Includes Investor, Advisor, and Institutional classes.

Investment terms are defined in the Glossary on pages 41-42.


2   1-800-345-2021


Market Perspective from Mark Mallon
- --------------------------------------------------------------------------------

[photo of Mark Mallon}

Mark Mallon, head of growth and income equity,  specialty,  and asset allocation
funds at American Century

BEHIND THE NUMBERS

     The fiscal year for American  Century Value,  Equity Income,  and Small Cap
Value funds  ended March 31,  1999,  and if you look at the most  popular  stock
averages,  it was a very good  year.  The  Standard  & Poor's  500 Index  gained
18.42%,  the NASDAQ Composite,  powered by technology  stocks, was up a whopping
34.10%, and the Dow Jones 30 Industrials rose 13.16%.

     Hidden in the numbers, however, was the sharp correction at mid-year, which
ended only after the Federal Reserve Board lowered interest rates three times in
rapid  succession and successfully  stabilized  global markets that were reeling
from economic  crises abroad.  Also hidden was the market's  narrow  leadership,
which for the most part was confined to large growth stocks.

FROTH...

     The fact is,  for most of the  year,  returns  remained  concentrated  in a
handful of large,  well-known  companies.  The first quarter of calendar 1999 is
representative:  Just five stocks  generated half of the S&P 500's  performance,
and a mere 18 accounted for 100% of index  returns,  according to Morgan Stanley
Dean Witter.  (Because the S&P 500 is weighted by market  value,  the higher the
total value of a company's stock, the more it influences index results.)

     Morgan Stanley Dean Witter  calculates that the other 482 stocks in the S&P
500  essentially  canceled each other out in the first  quarter.  As the quarter
went, so went the year (ended March 31, 1999).

     Although  many large  companies  posted  respectable  earnings,  it was not
necessarily a market in which earnings were the real attraction. It was not that
unusual for Internet stocks to appreciate  several-fold this year, with, or more
often without,  earnings. One virtual retailer of airline tickets, who lost $114
million  last  year and had less  than a year as a public  company,  garnered  a
market value greater than American Airlines.

 ...AND FUNDAMENTALS

     Though  stocks are  expensive  by a number of  measures,  their prices draw
support from an extraordinary  economy. We are experiencing the longest economic
expansion in fifty years. Unemployment, inflation, and interest rates are as low
as they have been in a generation.  U.S. consumers,  who drive two-thirds of the
growth in domestic goods and services, remain confident.

VALUE: CONTRARIANS TAKE NOTE

     Conservative  investors have not been well paid over the last few years. At
the end of March,  value stocks were as cheap as they have ever been relative to
growth stocks.  Historically,  however,  the value investment style has held its
own against growth.  We are seeing a lot of very compelling value  opportunities
in the  current  market,  especially  among  small and  mid-size  companies.  We
continue to believe  returns on these  stocks will prove very  competitive  over
time.

[right margin]

"WE ARE SEEING A LOT  OF VERY COMPELLING VALUE OPPORTUNITIES  IN THE CURRENT
MARKET, ESPECIALLY AMONG SMALL AND MID-SIZE COMPANIES. WE CONTINUE TO BELIEVE
RETURNS ON THESE STOCKS WILL PROVE VERY COMPETITIVE OVER TIME."

MARKET RETURNS
FOR THE YEAR ENDED MARCH 31, 1999

S&P 500/BARRA VALUE                 5.73%
S&P MIDCAP 400/BARRA VALUE        -12.38%
S&P SMALLCAP 600/BARRA VALUE      -22.91%

Source: Lipper Inc. and Frank Russell Co.

These   indices    represent   the   performance   of   large-,    medium-   and
small-capitalization value stocks.

[mountain chart - data below]

MARKET PERFORMANCE (PERFORMANCE OF $1.00)
FOR THE YEAR ENDED MARCH 31, 1999

Date       S&P 500/               S&P MidCap 400/            S&P SmallCap 600/
          BARRA Value                BARRA Value                BARRA Value
 3/31/98      1.00                      1.00                       1.00
 4/30/98      1.01                      1.01                       1.01
 5/31/98      1.00                      0.97                       0.96
 6/30/98      1.01                      0.96                       0.96
 7/31/98      0.98                      0.92                       0.87
 8/31/98      0.83                      0.77                       0.72
 9/30/98      0.88                      0.83                       0.75
10/31/98      0.94                      0.89                       0.79
11/30/98      0.99                      0.91                       0.82
12/31/98      1.03                      0.95                       0.85
 1/31/99      1.05                      0.90                       0.84
 2/28/99      1.03                      0.86                       0.77
 3/31/99      1.06                      0.88                       0.77

Value on 3/31/99
S&P 500/BARRA Value              $1.06
S&P MidCap 400/BARRA Value       $0.88
S&P SmallCap 600/BARRA Value     $0.77


                                                    www.americancentury.com   3


Value--Performance
- --------------------------------------------------------------------------------

TOTAL RETURNS AS OF MARCH 31, 1999

<TABLE>
<CAPTION>
                   INVESTOR CLASS            ADVISOR CLASS           INSTITUTIONAL CLASS
                 (INCEPTION 9/1/93)       (INCEPTION 10/2/96)        (INCEPTION 7/31/97)
                VALUE      S&P 500/      VALUE        S&P 500/      VALUE       S&P 500/
                         BARRA VALUE                BARRA VALUE               BARRA VALUE
<S>          <C>         <C>          <C>           <C>          <C>          <C>
6 MONTHS(1)     6.28%       20.78%       6.15%         20.78%       6.42%        20.78%
1 YEAR         -9.88%        5.73%     -10.09%          5.73%      -9.52%         5.73%
==========================================================================================
AVERAGE ANNUAL RETURNS
==========================================================================================
3 YEARS        13.50%       20.69%         --             --          --            --
5 YEARS        17.29%       21.36%         --             --          --            --
LIFE OF FUND   15.54%       18.30%      13.01%         23.02%(2)    3.55%        12.59%
</TABLE>

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

(2)  Since  9/30/96,  the date nearest the class's  inception for which data are
     available.

See pages 39-42 for  information  about share classes,  the S&P 500/BARRA  Value
Index and returns.

[mountain chart - data below]

GROWTH OF $10,000 OVER LIFE OF FUND

$10,000 investment made 9/1/93

Date              Value      S&P 500/BARRA Value
 9/1/93           10000           10000
 9/30/93          10000           9996
12/31/93          10307           10038
 3/31/94          10083           9710
 6/30/94          10270           9800
 9/30/94          10741           10051
12/31/94          10718           9976
 3/31/95          11953           10937
 6/30/95          12743           11890
 9/30/95          13305           12836
12/31/95          14233           13667
 3/31/96          15295           14540
 6/30/96          16121           14838
 9/30/96          16253           15230
12/31/96          17683           16672
 3/31/97          17745           16967
 6/30/97          20029           19422
 9/30/97          22396           21201
12/31/97          22282           21672
 3/31/98          24833           24175
 6/30/98          23621           24301
 9/30/98          21058           21164
12/31/98          23396           24853
 3/31/99          22382           25561

Value on 3/31/99
S&P 500/ BARRA Value    $25,561
Value                   $22,382

The graph at left shows the growth of a $10,000  investment over the life of the
fund, while the chart below shows the fund's year-by-year  performance.  The S&P
500/BARRA  Value Index is provided for  comparison in each graph.  Value's total
returns  include  operating  expenses (such as transaction  costs and management
fees) that reduce  returns,  while the total returns of the S&P 500/BARRA  Value
Index do not. The graphs are based on Investor  Class  shares only;  performance
for other classes will vary due to differences in fee structures  (see the Total
Returns table  above).  Past  performance  does not  guarantee  future  results.
Investment  return and principal value will fluctuate,  and redemption value may
be more or less than original cost.

[bar chart - data below]

ONE-YEAR RETURNS OVER LIFE OF FUND (PERIODS ENDING MARCH 31)

Date              Value      S&P 500/ BARRA Value
3/31/94           0.83%            -2.91%
3/31/95          18.56%            12.64%
3/31/96          28.06%            32.94%
3/31/97          15.92%            16.70%
3/31/98          39.94%            42.48%
3/31/99          -9.88%             5.73%

*From 9/1/93 to 3/31/94.


4   1-800-345-2021


Value--Q&A
- --------------------------------------------------------------------------------

[photo of Scott Moore and Phil Davidson]
Scott Moore and Phil Davidson, portfolio managers on the Value fund

     An interview with Phil Davidson and Scott Moore,  portfolio managers on the
Value Fund investment team

HOW DID VALUE PERFORM FOR THE YEAR ENDED MARCH 31, 1999?*

     Value declined 9.88% during its fiscal year. The fund's benchmark,  the S&P
500/BARRA Value Index, gained 5.73%. The S&P 500 Index posted an 18.42% gain for
the year.

WHAT MARKET CONDITIONS OR FACTORS INFLUENCED VALUE'S PERFORMANCE?

     The market's long-running bias toward large-capitalization stocks continued
during the fund's fiscal year and was a major factor in Value's underperformance
relative to its  benchmark  and the broader  market.  If anything,  large stocks
lengthened  their lead over mid-cap issues.  Compared to the S&P 500's gain, the
S&P MidCap  400/BARRA Value Index declined  12.38%.  Small-cap stocks fared even
worse;  the S&P  SmallCap  600/BARRA  Value Index  declined  22.91% for the year
ending  March  31,  1999.  Value  is a blend  of  small-,  mid-,  and  large-cap
companies, but it remains tilted toward the mid-cap sector because valuations in
that arena continue to be much more  attractive  than those in what has become a
very expensive large-cap sector.

     The growth  investment  style also has continued to perform better than the
value style.  Investors have  maintained  their  preference for the more visible
growth  and  liquidity  found  in  larger-cap  names,   despite  their  elevated
valuations. For the year, the S&P 500/BARRA Growth Index posted a 30.69% gain.

WHICH INDUSTRIES OR STOCKS CONTRIBUTED TO PERFORMANCE?

     Merger and acquisition activity in several sectors helped boost performance
throughout  the fiscal year,  particularly  during the second half. All told, at
March 31 more than 13 fund holdings were acquisition targets.

     Morton  International,  which manufactures and distributes salt and various
specialty chemicals,  serves as one example. Morton is a very sound, financially
stable company that had begun to have problems on several fronts.  Its specialty
chemicals division,  which generates about 60% of operating income, suffered due
to weakened demand in Asia and competitive  pricing pressures in a number of its
product lines. The company's  problems were exacerbated by a  warmer-than-normal
winter,  which  resulted in softer sales of salt for  ice-control  purposes.  We
built a significant  position as the stock price weakened and then were rewarded
in February when Morton announced chemical giant Rohm and Haas would acquire it.

     Proposed  acquisition of AMP, one of Value's  largest  holdings  during the
year,  helped the fund as well. AMP is the world's leading designer and producer
of electronic  connection devices.  The company's share price had slumped due to
decreasing demand for products in

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

[right margin]

"VALUE IS A BLEND OF  SMALL-,  MID-,  AND  LARGE-CAP  COMPANIES,  BUT IT REMAINS
TILTED TOWARD THE MID-CAP SECTOR BECAUSE VALUATIONS IN THAT ARENA CONTINUE TO BE
MUCH MORE  ATTRACTIVE  THAN THOSE IN WHAT HAS BECOME A VERY EXPENSIVE  LARGE-CAP
SECTOR."

PORTFOLIO AT A GLANCE
                                                3/31/99           3/31/98
NO. OF COMPANIES                                  71                72
MEDIAN P/E RATIO                                 15.5              19.0
MEDIAN MARKET                                    $1.87             $2.50
   CAPITALIZATION                               BILLION           BILLION
PORTFOLIO TURNOVER                               130%              130%
EXPENSE RATIO (FOR
   INVESTOR CLASS)                               1.00%             1.00%

Investment terms are defined in the Glossary on pages 41-42.


                                                    www.americancentury.com   5


Value--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

troubled Asian markets and increasing competitive  pressures.  We were attracted
to AMP because it had an  excellent  balance  sheet,  leading  market  share and
consistently good dividends, and we viewed its troubles as transitory. The stock
rose  substantially  when Allied Signal attempted a hostile  takeover,  and then
jumped  again when Tyco,  Inc.  announced  plans in November to acquire AMP at a
significant  premium to its share price. We subsequently  sold our position at a
nice gain.

     Browning Ferris, the United States' second-largest waste disposal firm, was
another  fund  holding  whose  merger  was  helpful.  Its stock  price  improved
dramatically  in  March,  when  another  waste  management  firm,  Allied  Waste
Industries, tendered a $45 per-share cash bid.

     BankAmerica,  among  Value's most  concentrated  positions,  also enjoyed a
dramatic  share-price  appreciation.  BankAmerica's  stock price had been beaten
down due to the  much-publicized  failure of the D.E.  Shaw hedge fund, to which
the bank had broad exposure. The hedge fund debacle was, in fact,  insignificant
to the bank's  health,  but the ensuing  investor scare cut the stock's value in
half. BankAmerica is fundamentally quite strong and has leading market share. We
were confident its problems were temporary,  so we bought into that weakness and
built a substantial position. The stock ultimately turned around, and we sold it
at a significant gain when it approached what we believed to be fair value.

     Although  the recent wave of mergers has been  helpful to  performance,  we
wish to stress that we do not invest in companies simply because we believe they
are likely to be  acquired.  However,  companies  that are likely to be acquired
demonstrate many of the investment  characteristics we seek--a strong underlying
business at an attractive  price. As the prices of larger  companies have risen,
mid-cap stocks have become increasingly attractive on a valuation basis, and the
mid-cap arena has become a buyer's market for companies eager to expand.

WHICH SECTORS OR STOCKS DAMPENED PERFORMANCE?

     Without  exception,  the weakest  performers were energy and energy-related
stocks,  which have  basically  been on a downward  trend  until very  recently.
However,  it wasn't the weighting in energy-related  companies that hurt as much
as the mix of companies.  Value's  portfolio was tilted toward  exploration  and
production  companies  and oil  services  companies,  both  of  which  are  more
sensitive to falling  energy prices than  integrated  energy  companies are, and
therefore suffered disproportionately as oil and gas prices declined.

     Another  solid  holding that hurt  performance  was Florida Power and Light
(FPL),  which  supplies  electricity to eastern and southern  Florida.  FPL is a
low-cost  electric  utility.  The  utility  group as a whole  has  struggled  as
interest rates have edged back up. Additionally, investors became concerned that
revenues would decline due to a company-specific  rate case, and we were able to
acquire FPL at a nice discount.  We think FPL is well  positioned  going forward
and are therefore holding onto our position.

     There were several disappointments outside of the energy sector, among them
Archer-Daniels-Midland  Co. (ADM),  which has been a very solid performer in the
past. ADM has been struggling through a deflationary trend in soybean

[left margin]

TOP TEN HOLDINGS
                               % OF FUND INVESTMENTS
                             AS OF               AS OF
                            3/31/99             9/30/98
MINNESOTA MINING &
   MANUFACTURING CO.         5.0%                 2.0%
MERCANTILE
   BANCORPORATION INC.       4.9%                 4.5%
FIRST VIRGINIA
   BANKS, INC.               3.5%                 1.8%
FPL GROUP, INC.              3.1%                   --
COLUMBIA/HCA
   HEALTHCARE CORP.          3.1%                   --
SUPERIOR INDUSTRIES
   INTERNATIONAL, INC.       2.9%                 2.7%

AETNA INC.                   2.9%                 2.0%
GTECH HOLDINGS CORP.         2.7%                 2.6%
BAKER HUGHES INC.            2.7%                 2.0%
ARCHER-DANIELS-
   MIDLAND CO.               2.5%                 2.8%


TOP FIVE INDUSTRIES
                               % OF FUND INVESTMENTS
                              AS OF               AS OF
                             3/31/99             9/30/98
BANKING                      11.1%                9.4%
UTILITIES                     9.1%                6.7%
ENERGY (PRODUCTION
   & MARKETING)               9.1%                8.5%
HEALTHCARE                    9.0%                6.8%
FOOD & BEVERAGE               7.1%                7.8%


6   1-800-345-2021


Value--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

commodity prices. Demand continues to be weak, due partly to problems in various
foreign  markets,  while  capacity has  increased.  However,  ADM is in a strong
competitive  position,  has a very  healthy  balance  sheet,  and  continues  to
represent an excellent value. We are holding the position.

     Interstate  Bakeries  also was  disappointing.  Interstate  is the  largest
wholesale  baker and  distributor  of fresh  bread and snack cakes in the United
States.  The company is well managed and  financially  sound,  but has struggled
recently as pricing pressure has increased,  due in part to low wheat costs that
have made it easier for smaller bakery companies to compete.  However,  we don't
believe  that  Interstate's  current  problems  are serious and believe that the
company has never been fundamentally stronger, so we're sitting tight.

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

     We increased the fund's weighting in both utilities and energy companies as
prices became increasingly attractive.  We beefed up the stake in banks by about
2% to take advantage of improving  values,  and also  increased  holdings in the
healthcare  industry.  This was not a tactical  effort or  response to any theme
within the  healthcare  industry.  Rather,  the increase was focused on a single
company, Columbia/HCA Healthcare Corp., which has struggled amid the controversy
surrounding an  investigation of its billing  practices.  We believe the company
will  emerge  from the  investigation  relatively  unscathed  and its price will
subsequently rebound to fair value.

     On the sell side,  acquisition  activity  resulted  in reduced  weightings,
relative to a year ago, in chemicals and resins and electronics  companies.  The
fund's stake in the  communications  equipment industry and in metals and mining
companies decreased somewhat as well.

WERE THERE ANY CHANGES TO VALUE'S MANAGEMENT TEAM?

     Yes. Scott Moore,  who has been an analyst on Value's  management team, was
promoted to portfolio manager. We also added to our team of investment analysts.

WHAT IS YOUR OUTLOOK FOR VALUE INVESTING?

     Although  this has not been a  rewarding  environment  recently  for  value
investors,  the extended preference for large-cap growth has caused value stocks
to become even more undervalued relative to growth stocks on a historical basis.
We are finding an abundance of sound,  high-quality  companies available at very
good  values,  many of which we  consider to be "must own"  opportunities.  As a
result, we are maintaining  significant  positions in industries or sectors that
we think are especially attractive.

[right margin]

"WE ARE FINDING AN ABUNDANCE OF SOUND, HIGH-QUALITY COMPANIES AVAILABLE AT VERY
GOOD VALUES, MANY OF WHICH WE CONSIDER TO BE 'MUST OWN' OPPORTUNITIES."

[pie charts - data below]

TYPES OF INVESTMENTS IN  THE PORTFOLIO

AS OF MARCH 31, 1999
Temporary Investments     1.9%
Common Stocks            98.1%

AS OF SEPTEMBER 30, 1998
Temporary Investments     5.6%
Common Stocks            94.4%


                                                    www.americancentury.com   7


Value--Schedule of Investments
- --------------------------------------------------------------------------------

MARCH 31, 1999

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


COMMON STOCKS--98.1%
AUTOMOBILES & AUTO PARTS--3.6%
                 600,000   Cooper Tire and Rubber Company            $11,025,000
               2,292,000   Superior Industries International, Inc.(1) 53,289,000
                                                                ----------------
                                                                      64,314,000
                                                                ----------------
BANKING--11.1%
               1,382,750   First Virginia Banks, Inc.                 63,174,391
               1,857,600   Mercantile Bancorporation Inc.             88,236,000
                 124,000   Regions Financial Corp.                     4,301,250
               1,140,400   Summit Bancorp.                            44,475,600
                                                                ----------------
                                                                     200,187,241
                                                                ----------------
BUILDING & HOME IMPROVEMENTS--1.1%
                 574,000   York International Corporation             20,269,375
                                                                ----------------
CHEMICALS & RESINS--5.1%
               1,180,000   IMC Global Inc.                            24,116,250
                 524,200   International Specialty Products Inc.(2)    3,964,263
               1,150,000   Lubrizol Corp.                             25,875,000
               1,478,800   Nalco Chemical Co.                         39,280,625
                                                                ----------------
                                                                      93,236,138
                                                                ----------------
COMMUNICATIONS EQUIPMENT--2.0%
               2,175,000   Andrew Corp.(2)                            26,847,656
                 326,000   Harris Corp.                                9,331,750
                                                                ----------------
                                                                      36,179,406
                                                                ----------------
COMPUTER SOFTWARE & SERVICES--2.7%
               2,000,000   GTECH Holdings Corp.(1)(2)                 48,750,000
                                                                ----------------

CONSUMER PRODUCTS--2.1%
                 693,000   Whirlpool Corp.                            37,681,875
                                                                ----------------
DIVERSIFIED COMPANIES--5.0%
               1,283,900   Minnesota Mining & Manufacturing Co.       90,835,918
                                                                ----------------
ELECTRICAL & ELECTRONIC
COMPONENTS--3.4%
                 310,400   Arrow Electronics, Inc.(2)                  4,656,000
                 424,900   Avnet, Inc.                                15,561,963
                 836,500   Littelfuse, Inc.(2)                        15,422,969
               1,807,100   Vishay Intertechnology, Inc.               26,315,894
                                                                ----------------
                                                                      61,956,826
                                                                ----------------
ENERGY (PRODUCTION & MARKETING)--9.1%
                 949,000   Apache Corp.                               24,733,313
                 187,000   Atlantic Richfield Co.                     13,651,000
               1,061,000   Burlington Resources Inc.                  42,373,688
                 695,200   Murphy Oil Corp.                           28,850,800
                 931,000   Ocean Energy Inc.(2)                        6,342,438
                 252,000   Royal Dutch Petroleum Co.                  13,104,000

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

                 480,000   Swift Energy Co.(1)(2)                     $4,050,000
                 320,000   Ultramar Diamond Shamrock Corp.             6,920,000
                 650,000   Unocal Corp.                               23,928,125
                                                                ----------------
                                                                     163,953,364
                                                                ----------------
ENERGY (SERVICES)--2.7%
               2,000,000   Baker Hughes Inc.                          48,625,000
                                                                ----------------
FINANCIAL SERVICES--1.1%
                 663,500   CIT Group, Inc. (The) Cl A                 20,278,219
                                                                ----------------
FOOD & BEVERAGE--7.1%
               3,124,364   Archer-Daniels-Midland Co.                 45,889,096
               2,000,700   Interstate Bakeries Corp.                  43,140,094
               1,937,200   Tyson Foods, Inc. Cl A                     40,075,825
                                                                ----------------
                                                                     129,105,015
                                                                ----------------
HEALTHCARE--9.0%
                 629,200   Aetna Inc.                                 52,223,600
                 769,900   Beckman Coulter Inc.                       33,875,600
               2,921,000   Columbia/HCA Healthcare Corp.              55,316,438
                 650,000   Dentsply International Inc.                15,092,188
                 420,000   Lab Holdings Inc.(1)                        7,035,000
                                                                ----------------
                                                                     163,542,826
                                                                ----------------
INDUSTRIAL EQUIPMENT & MACHINERY--1.4%
                 483,600   Tecumseh Products Cl A                     24,467,138
                                                                ----------------
INSURANCE--4.1%
                 513,300   Argonaut Group, Inc.                       12,976,866
                 680,100   Berkley (W.R.) Corp.                       16,768,716
                 410,100   Chubb Corp. (The)                          24,016,481
                 509,600   CNA Financial Corp.(2)                     19,778,850
                                                                ----------------
                                                                      73,540,913
                                                                ----------------
MACHINERY & EQUIPMENT--4.3%
               1,050,000   Cooper Industries, Inc.                    44,756,250
               2,083,300   Flowserve Corp.(1)                         32,421,356
                                                                ----------------
                                                                      77,177,606
                                                                ----------------
METALS & MINING--0.3%
                 380,000   Arch Coal Inc.                              5,035,000
                                                                ----------------
PACKAGING & CONTAINERS--1.1%
                 279,700   Bemis Co., Inc.                             8,688,181
                 431,000   Tenneco Inc.                               12,041,063
                                                                ----------------
                                                                      20,729,244
                                                                ----------------
PAPER & FOREST PRODUCTS--2.4%
                 400,000   Rayonier, Inc.                             16,025,000
               1,300,000   Westvaco Corp.                             27,300,000
                                                                ----------------
                                                                      43,325,000
                                                                ----------------
PRINTING & PUBLISHING--1.2%
               1,133,000   Banta Corp.                                21,527,000
                                                                ----------------
RAILROAD--1.1%
                 500,000   CSX Corp.                                  19,468,750
                                                                ----------------

                                               See Notes to Financial Statements


8   1-800-345-2021


Value--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)

MARCH 31, 1999

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

RESTAURANTS--1.3%
               1,350,000   CBRL Group, Inc.                          $24,257,813
                                                                ----------------
RETAIL (GENERAL MERCHANDISE)--3.3%
                 750,000   Dillard's Inc. Cl A                        19,031,250
               1,000,000   Penney (J.C.) Company, Inc.                40,500,000
                                                                ----------------
                                                                      59,531,250
                                                                ----------------
RETAIL (SPECIALTY)--0.3%
                 335,000   Toys 'R' Us, Inc.(2)                        6,302,188
                                                                ----------------
TELEPHONE COMMUNICATIONS--0.3%
                  90,400   GTE Corp.                                   5,469,200
                                                                ----------------
TEXTILES & APPAREL--0.4%
                 720,400   Fruit of the Loom, Inc.(2)                  7,474,150
                                                                ----------------
TOBACCO--1.3%
                 300,000   Schweitzer-Mauduit International, Inc.      3,450,000
                 760,800   UST Inc.                                   19,875,900
                                                                ----------------
                                                                      23,325,900
                                                                ----------------
TRANSPORTATION--1.1%
                 521,600   XTRA Corp.                                 19,983,800
                                                                ----------------
UTILITIES--9.1%
                 252,200   AGL Resources Inc.                          4,429,263
                 881,500   Ameren Corp.                               31,899,281
                 347,000   Florida Progress Corp.                     13,099,250
               1,041,800   FPL Group, Inc.                            55,475,850
                 225,000   Nevada Power Co.                            5,568,750

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

               1,530,000   Niagara Mohawk Holdings Inc.(2)           $20,559,375
                 229,100   People's Energy Corp.                       7,402,794
                 574,900   Sierra Pacific Resources                   20,229,294
                 281,000   Washington Gas Light Co.                    6,357,625
                                                                ----------------
                                                                     165,021,482
                                                                ----------------
TOTAL COMMON STOCKS                                                1,775,551,637
                                                                ----------------
   (Cost $1,905,498,721)

TEMPORARY CASH INVESTMENTS--1.9%

Repurchase Agreement, State Street Boston
       Corp., (U.S. Treasury obligations), in a joint
       trading account at 4.84%, dated 3/31/99,
       due 4/1/99 (Delivery value $27,203,657)                        27,200,000

Repurchase Agreement, Morgan Stanley Group,
       Inc., (U.S. Treasury obligations), in a joint
       trading account at 4.90%, dated 3/31/99,
       due 4/1/99 (Delivery value $7,300,994)                          7,300,000
                                                                ----------------
TOTAL TEMPORARY CASH INVESTMENTS                                      34,500,000
                                                                ----------------
   (Cost $34,500,000)

TOTAL INVESTMENT SECURITIES--100.0%                               $1,810,051,637
                                                                ================
   (Cost $1,939,998,721)

NOTES TO SCHEDULE OF INVESTMENTS

(1)  Affiliated  Company:  represents  ownership  of at least  5% of the  voting
     securities of the issuer and is, therefore,  an affiliate as defined in the
     Investment  Company  Act  of  1940.  (See  Note  5 in  Notes  to  Financial
     Statements for a summary of  transactions  for each issuer who is or was an
     affiliate at or during the year ended March 31, 1999.)

(2)  Non-income producing.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  shows  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:
* a list of each investment
* the number of shares of each stock
* the market value of each investment
* the percentage of total investments in each industry
* the percent and dollar breakdown of each investment category

See Notes to Financial Statements


                                                    www.americancentury.com   9


Equity Income--Performance

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

TOTAL RETURNS AS OF MARCH 31, 1999

<TABLE>
<CAPTION>
             INVESTOR CLASS          ADVISOR CLASS        INSTITUTIONAL CLASS
           (INCEPTION 8/1/94)      (INCEPTION 3/7/97)     (INCEPTION 7/8/98)

            EQUITY   LIPPER EQUITY      EQUITY   LIPPER EQUITY      EQUITY   LIPPER EQUITY
            INCOME      INCOME          INCOME      INCOME          INCOME       INCOME
                      FUND INDEX                  FUND INDEX                  FUND INDEX
<S>       <C>        <C>              <C>        <C>             <C>          <C>
6 MONTHS(1)  8.80%      13.33%           8.66%      13.33%          8.91%        13.33%
1 YEAR      -0.44%       1.59%          -0.75%       1.59%            --            --
==========================================================================================
AVERAGE ANNUAL RETURNS
==========================================================================================
3 YEARS     16.79%      17.17%              --          --            --            --
LIFE OF
   FUND     18.63%      17.87%          14.69%      18.28%(2)       1.60%        4.78%(3)
</TABLE>

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

(2)  Since  3/31/97,  the date nearest the class's  inception for which data are
     available.

(3)  Since  7/31/98,  the date nearest the class's  inception for which data are
     available.

See pages 39-42 for  information  about share classes,  the Lipper Equity Income
Fund Index and returns.

[mountain chart - data below]

GROWTH OF $10,000 OVER LIFE OF FUND

$10,000 investment made 8/1/94

              Equity Income   Lipper Equity     S&P 500
                                 Income
Date                           Fund Index
 8/1/94           10000          10000          10000
 9/30/94          10248          10137          10155
12/31/94          10051           9887          10153
 3/31/95          11067          10632          11141
 6/30/95          11807          11369          12203
 9/30/95          12345          12192          13171
12/31/95          13029          12834          13964
 3/31/96          13910          13390          14714
 6/30/96          14555          13733          15373
 9/30/96          14925          14083          15849
12/31/96          16067          15142          17169
 3/31/97          16168          15398          17631
 6/30/97          18336          17403          20705
 9/30/97          20050          18767          22256
12/31/97          20606          19255          22895
 3/31/98          22277          21204          26086
 6/30/98          21740          21102          26952
 9/30/98          20386          19009          24279
12/31/98          23278          21524          29445
 3/31/99          22182          21543          30887

Value on 3/31/99
S&P 500                             $30,887
Equity Income                       $22,182
Lipper Equity Income Fund Index     $21,543

The graph at left shows the growth of a $10,000  investment over the life of the
fund, while the chart below shows the fund's year-by-year  performance.  The S&P
500 Index and the Lipper Equity  Income Fund Index are provided for  comparison.
Equity  Income's total returns include  operating  expenses (such as transaction
costs and management  fees) that reduce returns,  while the total returns of the
S&P 500 Index and the Lipper  Equity  Income  Fund Index do not.  The graphs are
based on Investor Class shares only; performance for other classes will vary due
to  differences  in fee  structures  (see the Total Returns  table above).  Past
performance does not guarantee future results.  Investment  return and principal
value will  fluctuate,  and  redemption  value may be more or less than original
cost.

[bar chart - data below]

ONE-YEAR RETURNS OVER LIFE OF FUND (PERIODS ENDING MARCH 31)

              Equity Income   Lipper Equity
                                 Income
Date                           Fund Index
3/31/95          10.69%           6.32%
3/31/96          25.67%          25.95%
3/31/97          16.24%          15.39%
3/31/98          37.78%          37.52%
3/31/99          -0.44%           1.59%

*From 8/1/94 to 3/31/95.


10   1-800-345-2021


Equity Income--Q&A
- --------------------------------------------------------------------------------

     An interview with Phil Davidson and Scott Moore,  portfolio managers on the
Equity Income investment team. A photo of Phil and Scott appears on page 5.

HOW DID THE FUND PERFORM DURING  ITS FISCAL YEAR?*

     For the year ended March 31, 1999, Equity Income declined 0.44%. The fund's
benchmark  index,  the Lipper Equity Income Fund Index,  gained 1.59% during the
year, while the S&P 500 Index posted an 18.42% return.

WHAT MARKET FACTORS INFLUENCED  EQUITY INCOME'S PERFORMANCE?

     Investors have continued  their  preference for the more visible growth and
liquidity of large-cap  growth  stocks.  As a result,  small- and mid-cap shares
have struggled,  and conservatively  valued stocks have also had to swim against
the  current.  In fact,  the spread  between the  fortunes of large- and mid-cap
stocks is almost  unprecedented.  During the 12 months, the S&P MidCap 400/BARRA
Value Index declined 12.38%.  The reality was even harsher for small-cap issues.
The S&P SmallCap 600/BARRA Value Index was down 22.91%.

     Although we would have liked Equity Income to post more robust returns,  we
wish to stress  that as our most  conservative  all-equity  fund,  one of Equity
Income's  goals is to fare  better  than the broader  market  during  periods of
volatility.  In periods of turmoil, the fund has typically outperformed not only
the  broad  market,  but also  almost  all  funds in the  Lipper  Equity  Income
universe.  The fund was again  successful in meeting this goal during the market
sell-off that occurred last August.  From July 17 through August 31, the S&P 500
dropped 19.31%,  while Equity Income declined  10.14%.  We are pleased with this
strong relative  performance and expect the fund's  defensive nature to continue
to be an advantage should the market become volatile again.

WHICH SECTORS OR STOCKS CONTRIBUTED TO PERFORMANCE?

     Merger and acquisition activity within several sectors was very helpful. We
don't  specifically look for companies that are likely  acquisition  candidates,
but we are finding an abundance of such companies available, and these companies
often  demonstrate  the  characteristics  we look for. As large-cap  stocks have
become  pricier  in  recent  years,   mid-cap  firms  have  become  increasingly
attractive  on a  valuation  basis.  As a result,  we are  seeing  unprecedented
consolidation in a number of industries. In fact, 15 of Equity Income's holdings
were acquisition targets during the year.

     Elsag Bailey,  which was Equity Income's  greatest  contributor,  is a good
example of an acquisition that added to returns.  Elsag manufactures  industrial
control and measurement  equipment.  Electrical  equipment stocks have struggled
recently as economic problems in Asia and Latin America have dampened demand for
products.  We were  drawn to  Elsag  because  it was a  leading  company  in its
industry  with  a  stable   balance  sheet  and  good  cash  flow,  and  it  was
significantly  undervalued versus other firms in its industry. We owned not only
common stock but also the company's  convertible  bonds,  which  provided a good
stream of income.  Swedish industrial machinery  manufacturer ABB made a bid for
Elsag in August, and we subsequently sold the stock at a significant profit.

     Another  acquisition  that helped  performance was Union Camp. This company
makes craft paper, paperboard

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

[right margin]

"AS LARGE-CAP STOCKS HAVE BECOME PRICIER IN RECENT YEARS, MID-CAP FIRMS HAVE
BECOME INCREASINGLY ATTRACTIVE ON A VALUATION BASIS, AND AS A RESULT, WE ARE
SEEING UNPRECEDENTED CONSOLIDATION IN A NUMBER OF INDUSTRIES. IN FACT, 15 OF
EQUITY INCOME'S HOLDINGS WERE ACQUISITION TARGETS DURING THE YEAR."

PORTFOLIO AT A GLANCE
                                                3/31/99           3/31/98
NO. OF COMPANIES                                  69                72
MEDIAN P/E RATIO                                 15.6              18.5
MEDIAN MARKET                                    $1.41             $1.95
   CAPITALIZATION                               BILLION           BILLION
PORTFOLIO TURNOVER                               180%              158%
EXPENSE RATIO (FOR
   INVESTOR CLASS)                               1.00%             1.00%

Investment terms are defined in the Glossary on pages 41-42.


                                                   www.americancentury.com   11


Equity Income--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

and boxes.  Company  profits were down due to excess  inventories and falloff in
demand for products by customers in Asia and Latin  America.  Union Camp had all
the characteristics we look for: a solid underlying  business, a healthy balance
sheet, good assets and a secure, high relative yield. We bought into the stock's
decline and sold it at a nice gain when competitor International Paper announced
it would  acquire Union Camp at a price  dramatically  above where the stock was
trading.

     We also saw consolidation within the restaurant industry this year. Sbarro,
a chain of  family-oriented  Italian  restaurants,  was one of  Equity  Income's
largest  holdings  at 3.3% of  investments  on March  31.  More than a year ago,
members of the Sbarro family attempted to take the company private by buying out
the 65% of the  company it did not  currently  own.  That offer was  rejected by
shareholders, and the Sbarros subsequently increased their offer price. Although
the deal has not been  completed,  the stock price has fared  increasingly  well
throughout the negotiations and contributed nicely to returns.

WHICH HOLDINGS DETRACTED FROM RESULTS?

     Flowserve Corp. was the  worst-performing  holding for the year.  Flowserve
manufactures  fluid  handling  equipment  used  by  many  industries,  including
utilities, chemical manufacturers,  and energy production companies. Flowserve's
stock was  suffering  from the  effects  of  downturns  in two  industries  that
represent  the  largest  portion of its sales.  The drop in prices of  petroleum
products and chemicals drove companies in both industries to pare back spending.
Flowserve  also has been  under  pressure  to cut  prices.  The  stock  was weak
throughout the year and we bought into that weakness,  ultimately establishing a
significant weighting.  Although Flowserve has continued to struggle, we believe
its problems are short-term  ones and that this  investment will eventually bear
fruit.

     Gas utilities,  including  Northwest Natural Gas, Laclede Gas Company,  and
Cascade Natural Gas, also hurt  performance.  Continued warm weather resulted in
difficult but transitory earnings pressure.  We viewed these depressed prices as
a buying  opportunity  and not only held onto our positions but continued to add
to them as prices became increasingly attractive.

     Food and beverage  companies also struggled during the year. Two names that
disappointed were Interstate  Bakeries and Lance Inc. Interstate is the nation's
largest wholesale baker and distributor of fresh bread and snack cakes.  Pricing
pressure and increasing  competition  drove the company's  stock down.  However,
Interstate  remains  competitive  and its  balance  sheet is  strong,  so we are
holding the position.

     Lance also makes bakery products, along with snack food items that are sold
in convenience and grocery stores and through their proprietary  vending machine
operation.  The  snack  food  business  is  generally  considered  a  low-growth
industry,  and Lance has had trouble  advancing  its sales and  earnings  due to
competitive  pressures.  We were  attracted  to the  company  because  it has an
extensive   distribution  network  and  more  than  enough  cash  to  cover  its
liabilities.  We believe  Lance's  problems are temporary and we are holding our
position.

[left margin]

TOP TEN HOLDINGS
                               % OF FUND INVESTMENTS
                             AS OF               AS OF
                            3/31/99             9/30/98
MERCANTILE
   BANCORPORATION INC.       4.8%                4.5%
MINNESOTA MINING &
   MANUFACTURING CO.         4.4%                2.3%
FIRST VIRGINIA
   BANKS, INC.               4.2%                 0.9%
NATIONAL PRESTO
   INDUSTRIES, INC.          4.2%                3.5%
SBARRO, INC.                 3.3%                3.4%
UNOCAL CORP. 6.25%
   (CON. PREF.)              3.3%                3.1%
NALCO CHEMICAL CO.           3.2%                 --
HOMESTAKE MINING
   CO., 5.50%, 6/23/00
   (CONV. BOND)              3.0%                3.2%
WD-40 CO.                    2.7%                2.5%
FLOWSERVE CORP.              2.7%                2.5%


TOP FIVE INDUSTRIES
                              % OF FUND INVESTMENTS
                            AS OF              AS OF
                           3/31/99            9/30/98
UTILITIES                   17.0%              10.2%
BANKING                     12.6%               8.0%
CONSUMER PRODUCTS           10.0%               6.0%
ENERGY (PRODUCTION
   & MARKETING)              6.2%               8.4%
FOOD & BEVERAGE              5.9%               6.5%


12   1-800-345-2021


Equity Income--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

WHAT, IF ANY, MATERIAL CHANGES DID YOU MAKE TO EQUITY INCOME'S PORTFOLIO?

     We made very few  tactical  changes in our sector or  industry  weightings.
Equity Income's stake in machinery and equipment  manufacturers decreased due to
consolidation  within  that  industry.   We  increased  exposure  to  local  gas
distribution  companies  as  prices  continued  to  soften in the face of warmer
weather and decreased demand for gas.

     Equity Income maintains meaningful positions in gas utilities, where we see
very good  risk/reward  situations  with high relative  yields,  and also in the
basic industry  sector.  A healthy stake in convertible  securities  enabled the
fund to produce a very high 3.59% 30-day SEC yield as of March 31.

HAS THE MANAGEMENT TEAM  CHANGED THIS YEAR?

     Yes.  Scott  Moore,  who has  served  as an  investment  analyst  on Equity
Income's  investment team, was promoted to portfolio  manager.  We also added to
our team of investment analysts.

WHAT IS YOUR OUTLOOK FOR EQUITY INCOME GOING FORWARD?

     Although  market  conditions  in recent  months have been  frustrating  for
Equity Income investors and managers alike, we remain  disciplined in our effort
to  seek  mature,   out-of-favor   companies  with  good  relative   yields  and
fundamentally sound underlying  businesses.  The good news is that we are seeing
an abundance of sound,  high-quality  companies that are available at attractive
prices and extremely high relative  yields.  We believe these types of companies
should provide good long-term  prospects for  appreciation and also help protect
the portfolio during periods of increased volatility.

[right margin]

"THE GOOD NEWS IS  THAT WE ARE SEEING AN ABUNDANCE OF SOUND, HIGH-QUALITY
COMPANIES THAT ARE AVAILABLE  AT ATTRACTIVE PRICES  AND EXTREMELY HIGH RELATIVE
YIELDS."

[pie charts - data below]

TYPES OF INVESTMENTS IN  THE PORTFOLIO

AS OF MARCH 31, 1999
Temporary Investements          0.1%
Corporate Bonds                 2.8%
Convertible Bonds               6.6%
Convertible Preferred Stocks   11.7%
Common Stocks                  78.8%

AS OF SEPTEMBER 30, 1998
Temporary Investements          2.9%
Corporate Bonds                 3.7%
Convertible Bonds              11.1%
Convertible Preferred Stocks    9.1%
Common Stocks                  73.2%


                                                  www.americancentury.com   13


Equity Income--Schedule of Investments
- --------------------------------------------------------------------------------

MARCH 31, 1999

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

COMMON STOCKS--78.8%

AUTOMOBILES & AUTO PARTS--0.7%
                   98,000  Superior Industries International, Inc.    $2,278,500
                                                                ----------------
BANKING--12.6%
                 285,600   First Virginia Banks, Inc.                 13,048,350
                 317,992   Mercantile Bancorporation Inc.             15,104,615
                 175,900   Summit Bancorp.                             6,860,100
                 108,810   UMB Financial Corp.                         4,189,185
                                                                ----------------
                                                                      39,202,250
                                                                ----------------
BUSINESS SERVICES & SUPPLIES--0.1%
                  20,700   LabOne, Inc.                                  222,525
                                                                ----------------
CHEMICALS & RESINS--5.2%
                 140,000   Lubrizol Corp.                              3,150,000
                 377,300   Nalco Chemical Co.                         10,022,031
                 234,000   RPM, Inc.                                   3,115,125
                                                                ----------------
                                                                      16,287,156
                                                                ----------------
COMMUNICATIONS EQUIPMENT--0.5%
                  56,000   Harris Corp.                                1,603,000
                                                                ----------------
CONSUMER PRODUCTS--7.9%
                 364,800   National Presto Industries, Inc.           12,927,600
                 291,600   WD-40 Co.                                   8,456,400
                  60,000   Whirlpool Corp.                             3,262,500
                                                                ----------------
                                                                      24,646,500
                                                                ----------------
DIVERSIFIED COMPANIES--4.4%
                 193,500   Minnesota Mining & Manufacturing Co.       13,690,125
                                                                ----------------
ENERGY (PRODUCTION & MARKETING)--1.9%
                  32,000   Atlantic Richfield Co.                      2,336,000
                  38,200   Murphy Oil Corp.                            1,585,300
                  39,000   Royal Dutch Petroleum Co.                   2,028,000
                                                                ----------------
                                                                       5,949,300
                                                                ----------------
ENERGY (SERVICES)--0.5%
                  70,000   Baker Hughes Inc.                           1,701,875
                                                                ----------------
FOOD & BEVERAGE--4.9%
                 100,050   Archer-Daniels-Midland Co.                  1,469,484
                  61,700   Interstate Bakeries Corp.                   1,330,406
                 220,000   Lancaster Colony Corp.                      5,850,625
                 408,600   Lance, Inc.                                 6,563,138
                                                                ----------------
                                                                      15,213,653
                                                                ----------------
FURNITURE & FURNISHINGS--0.7%
                  96,000   HON INDUSTRIES Inc.                         2,106,000
                                                                ----------------
HEALTHCARE--0.9%
                 159,000   Lab Holdings Inc.                           2,663,250
                                                                ----------------
INSURANCE--2.9%
                  40,000   American Financial Group, Inc.              1,407,500
                 190,000   Argonaut Group, Inc.                        4,803,438

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

                  27,000   Chubb Corp. (The)                          $1,581,188
                  12,000   Ohio Casualty Corp.                           468,375
                  30,000   Unitrin, Inc.                                 930,938
                                                                ----------------
                                                                       9,191,439
                                                                ----------------
MACHINERY & EQUIPMENT--3.5%
                  20,000   Cooper Industries, Inc.                       852,500
                 540,000   Flowserve Corp.                             8,403,750
                  60,000   Stanley Works (The)                         1,537,500
                                                                ----------------
                                                                      10,793,750
                                                                ----------------
PACKAGING & CONTAINERS--3.5%
                 195,000   Bemis Co., Inc.                             6,057,188
                 170,000   Tenneco Inc.                                4,749,375
                                                                ----------------
                                                                      10,806,563
                                                                ----------------
PAPER & FOREST PRODUCTS--2.9%
                 290,000   Consolidated Papers, Inc.                   6,815,000
                 100,000   Westvaco Corp.                              2,100,000
                                                                ----------------
                                                                       8,915,000
                                                                ----------------
PRINTING & PUBLISHING--0.5%
                  84,600   Banta Corp.                                 1,607,400
                                                                ----------------
REAL ESTATE--1.0%
                 136,200   Manufactured Home Communities, Inc.         3,268,800
                                                                ----------------
RESTAURANTS--4.1%
                 151,100   Luby's, Inc.                                2,549,813
                 390,000   Sbarro, Inc.(1)                            10,335,000
                                                                ----------------
                                                                      12,884,813
                                                                ----------------
RETAIL (GENERAL MERCHANDISE)--2.0%
                 150,000   Penney (J.C.) Company, Inc.                 6,075,000
                                                                ----------------
STEEL--1.0%
                 117,500   Carpenter Technology Corp.                  3,047,656
                                                                ----------------
TOBACCO--1.0%
                  70,000   Schweitzer-Mauduit International, Inc.        805,000
                  89,000   UST Inc.                                    2,325,125
                                                                ----------------
                                                                       3,130,125
                                                                ----------------
TRANSPORTATION--2.4%
                 195,000   XTRA Corp.                                  7,470,938
                                                                ----------------
UTILITIES--13.7%
                 243,300   AGL Resources Inc.                          4,272,956
                 180,700   CTG Resources, Inc.                         4,359,388
                 149,100   Cascade Natural Gas Corp.                   2,227,181
                  78,000   Florida Progress Corp.                      2,944,500
                  85,000   FPL Group, Inc.                             4,526,250
                  48,000   IDACORP, Inc.                               1,410,000
                 169,000   Laclede Gas Company                         3,538,438
                 268,500   Nevada Power Co.                            6,645,375
                 258,900   Northwest Natural Gas Co.                   5,695,800
                  75,000   People's Energy Corp.                       2,423,438
                 201,000   Washington Gas Light Co.                    4,547,625
                                                                ----------------
                                                                      42,590,951
                                                                ----------------

                                               See Notes to Financial Statements


14   1-800-345-2021


Equity Income--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)

MARCH 31, 1999

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

TOTAL COMMON STOCKS                                                 $245,346,569
                                                                ----------------
   (Cost $260,669,595)

CONVERTIBLE PREFERRED STOCKS--11.7%

CONSUMER PRODUCTS--2.1%
                 147,200   Ralston Purina Co., 7.00%                   6,624,000
                                                                ----------------
ENERGY (PRODUCTION & MARKETING)--4.3%
                 200,000   Belco Oil & Gas Corp., 6.50%                3,150,000
                 190,000   Unocal Corp., 6.25% (Acquired
                              2/26/97-12/9/98, Cost
                              $10,235,250)(2)                         10,260,000
                                                                ----------------
                                                                      13,410,000
                                                                ----------------
FOOD & BEVERAGE--1.0%
                  70,000   Chiquita Brands International,
                              Inc. Series B, 7.50%                     3,128,125
                                                                ----------------
HEALTHCARE--0.5%
                  20,000   Aetna Inc., 6.25%                           1,512,500
                                                                ----------------
INSURANCE--1.5%
                  45,000   American Bankers Insurance Group,
                              Inc., Series B, 6.25%                    4,747,500
                                                                ----------------
UTILITIES--2.3%
                 410,000   Avista Corp., $1.24                         7,021,250
                                                                ----------------

TOTAL CONVERTIBLE PREFERRED STOCKS                                    36,443,375
                                                                ----------------
   (Cost $38,235,996)

CONVERTIBLE BONDS--6.6%

ENERGY (SERVICES)--1.3%
              $3,875,000   Diamond Offshore Drilling, Inc.,
                              3.75%, 2/15/07                           4,020,313
                                                                ----------------
HEALTHCARE--2.3%
               8,500,000   Medical Care Intl. Inc.,
                              6.75%, 10/1/06                           7,278,125
                                                                ----------------
METALS & MINING--3.0%
               9,700,000      Homestake  Mining Co.,  5.50%,  6/23/00  (Acquired
                              10/31/97-
                              12/15/97, Cost $9,209,250)(2)            9,336,250
                                                                ----------------

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

TOTAL CONVERTIBLE BONDS                                              $20,634,688
                                                                ----------------
   (Cost $20,806,203)

CORPORATE BONDS--2.8%

HEALTHCARE--1.8%

              $5,750,000   Beckman Coulter Inc., 7.45%,
                              3/4/08 (Acquired 2/25/98-
                              11/10/98, Cost $5,740,009)(2)            5,643,474
                                                                ----------------
UTILITIES--1.0%
               1,500,000   Niagara Mohawk Holdings Inc.,
                              Series E, 7.375%, 7/1/03                 1,542,134
               2,000,000   Niagara Mohawk Holdings Inc.,
                              Series H, 7.76%, 7/1/10(3)               1,587,500
                                                                ----------------
                                                                       3,129,634
                                                                ----------------
TOTAL CORPORATE BONDS                                                  8,773,108
                                                                ----------------
   (Cost $8,598,425)

 TEMPORARY CASH INVESTMENTS--0.1%

Repurchase Agreement, Morgan Stanley Group,
    Inc., (U.S. Treasury obligations), in a joint
    trading account at 4.90%, dated 3/31/99,
    due 4/1/99 (Delivery value $400,054)                                 400,000
                                                                ----------------
   (Cost $400,000)

TOTAL INVESTMENT SECURITIES--100.0%                                 $311,597,740
                                                                ================
   (Cost $328,710,219)

NOTES TO SCHEDULE OF INVESTMENTS

(1)  Non-income producing.

(2)  Security was purchased  under Rule 144A of the Securities Act of 1933 or is
     a private  placement and, unless  registered under the Act or exempted from
     registration,  may only be sold to qualified institutional  investors.  The
     aggregate   value  of  restricted   securities  at  March  31,  1999,   was
     $25,239,724, which represented 8.1% of net assets.

(3)  Step-coupon  security.  Yield to maturity at purchase is  indicated.  These
     securities become interest bearing at a predetermined  rate and future date
     and are purchased at a substantial discount from their value at maturity.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  shows  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:
* a list of each investment
* the number of shares of each stock
* the market value of each investment
* the percentage of total investments in each industry
* the percent and dollar breakdown of each investment category

See Notes to Financial Statements


                                                  www.americancentury.com   15


Small Cap Value--Performance
- --------------------------------------------------------------------------------

TOTAL RETURNS AS OF MARCH 31, 1999(1)

                        INVESTOR CLASS                INSTITUTIONAL CLASS
                     (INCEPTION 7/31/98)             (INCEPTION 10/26/98)

                  SMALL CAP  S&P SMALLCAP 600/     SMALL CAP  S&P SMALLCAP 600/
                    VALUE    BARRA VALUE INDEX       VALUE    BARRA VALUE INDEX
6 MONTHS            6.16%          2.30%               --              --
SINCE INCEPTION    -4.24%        -11.71%             -0.60%         -1.99%(2)

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

(2)  Since 10/31/98,  the date nearest the class's  inception for which data are
     available.

See pages 39-42 for information about share classes,  the S&P SmallCap 600/BARRA
Value Index and returns.

GROWTH OF $10,000 OVER LIFE OF FUND

[mountain chart - data below]

$10,000 investment made 7/31/98

Date          Small Cap Value      S&P SmallCap 600/BARRA Value
 7/31/98          10000                      10000
 8/31/98           8620                       8196
 9/30/98           9020                       8630
10/31/98           9820                       9008
11/30/98          10240                       9392
12/31/98          10331                       9761
 1/31/99           9928                       9649
 2/28/99           9443                       8864
 3/31/99           9576                       8829

Value on 3/31/99
Small Cap Value                  $9,576
S&P SmallCap 600/BARRA Value     $8,829

The graph at left shows the growth of a $10,000  investment over the life of the
fund. The S&P SmallCap  600/BARRA Value Index is provided for comparison.  Small
Cap Value's total returns include operating  expenses (such as transaction costs
and  management  fees) that reduce  returns,  while the total returns of the S&P
SmallCap  600/BARRA  Value Index do not.  The graph is based on  Investor  Class
shares only; performance for the other class will vary due to differences in fee
structures  (see the Total  Returns  table  above).  Past  performance  does not
guarantee future results.  Investment return and principal value will fluctuate,
and redemption value may be more or less than original cost.


16   1-800-345-2021


Small Cap Value--Q&A
- --------------------------------------------------------------------------------

[photo of Todd Vingers and Ben Giele]
Todd Vingers and Ben Giele, portfolio managers on the Small Cap Value fund

     An  interview  with Todd Vingers and Ben Giele,  portfolio  managers on the
Small Cap Value Fund investment team

SMALL CAP VALUE OPENED ON JULY 31, 1998. HOW DID THE FUND PERFORM IN THE SECOND
HALF OF ITS FIRST FISCAL YEAR?*

     Small Cap Value  posted a 6.16%  gain for the six  months  ended  March 31,
1999, outperforming its benchmark, the S&P SmallCap 600/BARRA Value Index, which
gained 2.30%.*

     Small Cap Value's  relative  performance  since its inception has also been
impressive, despite the difficult environment in which value funds have operated
since the fund  began.  Small Cap  Value's  life-of-fund  return as of March 31,
1999,  was -4.24%,  compared to the -11.71%  return  posted by the S&P  SmallCap
600/BARRA Value Index.

WHAT MARKET CONDITIONS OR EVENTS INFLUENCED SMALL CAP VALUE'S PERFORMANCE IN
RECENT MONTHS?

     The market  environment  has not been an easy one for value  investors over
the last few years.  Investors have continued their long-running  preference for
the liquidity and more visible growth found in large-capitalization  stocks, and
large-cap issues have continued to outperform mid- and small-sized companies. As
we  mentioned  previously,  for the six months  ended  March 31,  1999,  the S&P
SmallCap 600/BARRA Index gained 2.30%, while the S&P 500 posted a 27.28% return.
This  affinity for larger  companies has  certainly  hampered  Small Cap Value's
performance.

     In addition, the growth investment style has performed much better than the
value  style.  For the year ended March 31,  1999,  the S&P  SmallCap  600/BARRA
Growth Index declined 15.47%, compared to the 22.91% decline recorded by the S&P
SmallCap 600/BARRA Value Index.

     Despite  the  challenging  conditions  in which  Small Cap Value has had to
operate in its first  eight  months,  we are  pleased  with the fund's  relative
performance so far.

WHAT FACTORS HELPED SMALL CAP VALUE OUTPERFORM ITS BENCHMARK?

     The fund's  stronger  performance  was  primarily the result of its heavier
concentrations  relative to the index in several  top-performing  industries and
market sectors, as well as strong individual stock selection.  Small Cap Value's
stake in electric and gas utilities, nearly 12% at March 31, has been relatively
consistent since the fund began. These stocks typically have also been among the
portfolio's largest individual  holdings.  We added to our positions somewhat as
prices continued to drop in early 1999.

     Small Cap  Value's  stake in the  electrical  equipment  industry  was also
significantly  greater  than that of the index,  and this added to  returns.  In
addition,  Small Cap Value was slightly  overweighted  in retail  grocers and in
restaurant  stocks,  two areas  that  performed  very well  during  the past six
months.

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

[right margin]

"THE FUND'S STRONGER PERFORMANCE WAS  PRIMARILY THE RESULT  OF ITS HEAVIER
CONCENTRATIONS RELATIVE TO THE INDEX IN SEVERAL TOP-PERFORMING  INDUSTRIES AND
MARKET SECTORS, AS WELL AS STRONG INDIVIDUAL  STOCK SELECTION."

PORTFOLIO AT A GLANCE
                                                                  3/31/99
NO. OF COMPANIES                                                    72
MEDIAN P/E RATIO                                                   12.9
MEDIAN MARKET                                                      $567
   CAPITALIZATION                                                 MILLION
PORTFOLIO TURNOVER                                                 153%
EXPENSE RATIO (FOR
   INVESTOR CLASS)                                                 1.25%*

*Annualized.

Investment terms are defined in the Glossary on pages 41-42.


                                                   www.americancentury.com   17


Small Cap Value--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

WHICH STOCKS ADDED MOST TO RETURNS?

     The fund's top contributor was Elsag Bailey,  a manufacturer of control and
measurement  equipment used by electric  utilities.  Elsag was Small Cap Value's
only holding in the electrical equipment industry for most of the period, but it
was  a  somewhat  concentrated   position,  at  one  point  representing  3%  of
investments.  Electrical  equipment stocks generally  underperformed the broader
market, as demand for product dwindled in the wake of the financial and economic
problems in Asia and Latin America.  However, we were attracted to Elsag because
the company is financially sound, well-managed, and was very attractively valued
relative to its competitors,  making it an appealing candidate for takeover.  We
initially  purchased Elsag in August at $27 per share,  and continued  buying as
the price  declined.  We sold our  position  at $36-$38 per share in October and
November,  after  Elsag  announced  it  would  be  acquired  by ABB,  a  Swedish
industrial machinery manufacturer.

     International  Multifoods Corp.,  which makes and distributes food products
to foodservice,  industrial and retail customers in North America and Venezuela,
was another top contributor.  The company's bottom line improved dramatically in
the first quarter of 1999 after it announced  plans to eliminate its interest in
an  unprofitable  animal  feeds  business  and also  implemented  several  other
cost-cutting efforts.

     Claire's  Stores,  Inc. also helped boost  performance.  We purchased  this
stock in late October because it was, in our estimation, attractively valued and
its core  business  was sound.  The  company's  profits were dragged down due to
troubles in its recently launched catalogue operation,  which had failed to meet
expectations.  We viewed this as a transitory problem and were rewarded when the
company  eliminated  the  unprofitable  operation in January and its stock price
rebounded. We subsequently sold this holding at a substantial gain.

WHICH STOCKS OR SECTORS  PERFORMED POORLY?

     Small Cap Value's relative  overweighting in energy exploration and natural
gas companies dampened performance  somewhat,  when oil and gas prices continued
to  flounder  throughout  the  second  half of 1998 and into early  1999.  As we
mentioned  earlier,  however,  prices  began to  rebound  in  February  and this
overweight position is now proving to be a positive contributor.

     Food and beverage stocks also were disappointing.  This sector demonstrated
very strong  relative  performance  in August and  September,  but then began to
slump  as  growth  turned  sluggish  and  investors   directed  their  attention
elsewhere.  However,  we view these  problems as  temporary.  Valuations  remain
attractive and we are optimistic that prices will recover, so we are maintaining
our position in this sector.

     Performance also was hampered by an  underweighting  in technology  stocks,
which rallied late last year. Most of Small Cap Value's technology  holdings are
the  less-expensive  "chicken  techs"  --smaller  companies that  manufacture or
distribute computer parts or other electronic  equipment.  Two such holdings are
Marshall Industries,  which distributes computer  microprocessors and memory and
logic devices, and Kent Electronics,

[left margin]

TOP TEN HOLDINGS
                               % OF FUND INVESTMENTS
                             AS OF               AS OF
                            3/31/99             9/30/98
SBARRO, INC.                 4.0%                2.9%
LAB HOLDINGS INC.            2.8%                  --
BECKMAN COULTER INC.         2.6%                1.6%
BELCO OIL & GAS CORP.        2.6%                2.4%
INTERSTATE
   BAKERIES CORP.            2.5%                  --
LANCE, INC.                  2.5%                0.9%
GTECH HOLDINGS CORP.         2.5%                2.9%
OMEGA PROTEIN CORP.          2.4%                1.1%
AMERIN CORP.                 2.4%                2.9%
FLOWSERVE CORP.              2.3%                1.7%



TOP FIVE INDUSTRIES
                               % OF FUND INVESTMENTS
                             AS OF              AS OF
                            3/31/99            9/30/98
FOOD & BEVERAGE              14.3%               9.2%
UTILITIES                    12.0%               8.5%
INSURANCE                    10.6%               8.8%
ENERGY (PRODUCTION
   & MARKETING)               9.7%               9.7%
HEALTHCARE                    7.5%               5.0%


18   1-800-345-2021


Small Cap Value--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

a contract  manufacturer and distributor.  These smaller  electronics  companies
typically participate in a broader tech rally, but to a lesser extent than their
larger  counterparts.  Although  we didn't see the level of  performance  we had
anticipated,  we are holding  onto these  stocks  because we believe  they still
represent good values.

WHAT SIGNIFICANT CHANGES DID YOU MAKE TO THE PORTFOLIO DURING THE SIX MONTHS?

     We tend to adjust the portfolio  following periods of notable  performance.
If a sector or a particular stock sinks more than fundamentals would warrant, we
generally buy more of it, while a stock or industry that  outperforms  is likely
to be trimmed back.  Performance this six months has been solid.  Outperformance
was more  stock-specific  than  sector-specific.  As a result,  we haven't  made
significant  changes to our sector  weights.  We believe the  portfolio  is well
positioned to benefit when market conditions shift.


HAVE THERE BEEN ANY CHANGES TO THE MANAGEMENT TEAM?

     Yes.  Ben Giele was promoted to portfolio  manager  during the period.  Ben
previously  served as a senior  investment  analyst and has contributed to Small
Cap Value's  investment team since the fund's inception.  Portfolio Manager Phil
Davidson,  who  helped  launch  Small Cap  Value,  has left the team to focus on
several other value-oriented American Century funds.

WHAT IS YOUR OUTLOOK FOR THE MARKET AND THE FUND GOING FORWARD?

     It is  difficult  to  anticipate  when  market  leadership  will change and
smaller,  value-oriented  stocks will again return to favor. However, we feel it
is unlikely  that  high-growth  companies can sustain the current level of price
momentum indefinitely. When the market begins to broaden, the types of stocks in
Small Cap Value's  portfolio  should  benefit.  In the  meantime,  we will stick
closely  to our  discipline  and  continue  to  search  for the most  attractive
small-cap value opportunities.

[right margin]

"IT IS DIFFICULT TO ANTICIPATE WHEN MARKET LEADERSHIP WILL CHANGE AND SMALLER,
VALUE-ORIENTED STOCKS WILL AGAIN RETURN TO FAVOR. HOWEVER, WE FEEL IT IS
UNLIKELY THAT HIGH-GROWTH COMPANIES CAN SUSTAIN THE CURRENT LEVEL OF PRICE
MOMENTUM INDEFINITELY."

[pie charts - data below]

TYPES OF INVESTMENTS IN  THE PORTFOLIO

AS OF MARCH 31, 1999
Convertible Preferred Stocks     1.1%
Common Stocks                   98.9%

AS OF SEPTEMBER 30, 1998
Convertible Preferred Stocks     9.9%
Common Stocks                   90.1%


                                                  www.americancentury.com   19


Small Cap Value--Schedule of Investments

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

MARCH 31, 1999

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

COMMON STOCKS--98.9%

AUTOMOBILES & AUTO PARTS--1.8%

                   9,400   Superior Industries International, Inc.      $218,550
                                                                ----------------
BANKING--5.1%
                   6,100   MetroCorp Bancshares Inc.                      60,047
                  10,000   UST Corp.                                     218,438
                   7,500   Valley National Bancorp                       188,906
                   7,300   Washington Federal, Inc.                      154,213
                                                                ----------------
                                                                         621,604
                                                                ----------------
BUSINESS SERVICES & SUPPLIES--1.5%
                   5,600   LabOne, Inc.                                   60,200
                   5,600   Primark Corp.(1)                              119,000
                                                                ----------------
                                                                         179,200
                                                                ----------------
CHEMICALS & RESINS--2.5%
                   9,400   International Specialty Products Inc.(1)       71,088
                  11,200   Lilly Industries, Inc. Cl A                   172,900
                   2,300   Nalco Chemical Co.                             61,094
                                                                ----------------
                                                                         305,082
                                                                ----------------
COMMUNICATIONS EQUIPMENT--1.3%
                  12,500   Andrew Corp.(1)                               154,297
                                                                ----------------
COMPUTER SOFTWARE & SERVICES--2.5%
                  12,400   GTECH Holdings Corp.(1)                       302,250
                                                                ----------------
CONSUMER PRODUCTS--5.4%
                   6,900   National Presto Industries, Inc.              244,519
                   3,700   National Service Industries, Inc.             126,031
                   2,400   Russ Berrie and Co., Inc.                      62,700
                   4,500   WD-40 Co.                                     130,500
                  10,000   Wolverine World Wide, Inc.                     95,000
                                                                ----------------
                                                                         658,750
                                                                ----------------
CONTROL & MEASUREMENT--1.4%
                  26,600   X-Rite, Incorporated                          169,575
                                                                ----------------
DIVERSIFIED COMPANIES--1.2%
                  21,100   Griffon Corp.(1)                              145,063
                                                                ----------------
ELECTRICAL & ELECTRONIC
COMPONENTS--3.4%
                   4,100   Arrow Electronics, Inc.(1)                     61,500
                  14,100   Kent Electronics Corp.(1)                     140,119
                   6,100   Marshall Industries(1)                         82,350
                  11,900   Methode Electronics, Inc.                     131,272
                                                                ----------------
                                                                         415,241
                                                                ----------------

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

ENERGY (PRODUCTION & MARKETING)--9.7%
                   5,400   Apache Corp.                                 $140,738
                  52,400   Belco Oil & Gas Corp.(1)                      311,125
                  21,800   Crown Central Petroleum Corp. Cl B(1)         166,225
                   9,000   Devon Energy Corp.                            248,063
                   1,500   Murphy Oil Corp.                               62,250
                  11,700   Ocean Energy Inc.(1)                           79,706
                  13,500   Swift Energy Co.(1)                           113,906
                   3,000   Ultramar Diamond Shamrock Corp.                64,875
                                                                ----------------
                                                                       1,186,888
                                                                ----------------
FOOD & BEVERAGE--14.3%
                   6,300   Chiquita Brands International, Inc.            64,181
                   8,800   Corn Products International, Inc.             210,650
                   5,700   International Multifoods Corp.                132,881
                  14,300   Interstate Bakeries Corp.                     308,344
                   9,000   Lancaster Colony Corp.                        239,344
                  19,000   Lance, Inc.                                   305,188
                  46,600   Omega Protein Corp.(1)                        297,075
                  14,600   Vlasic Foods, Inc.(1)                         188,888
                                                                ----------------
                                                                       1,746,551
                                                                ----------------
HEALTHCARE--7.5%
                   7,300   Beckman Coulter Inc.                          321,200
                  10,800   Dentsply International Inc.                   250,763
                  20,300   Lab Holdings Inc.                             340,019
                                                                ----------------
                                                                         911,982
                                                                ----------------
INDUSTRIAL EQUIPMENT & MACHINERY--0.7%
                   1,800   Tecumseh Products Cl A                         91,069
                                                                ----------------
INSURANCE--10.6%
                  14,400   Amerin Corp.(1)                               295,200
                   2,500   Argonaut Group, Inc.                           63,203
                  14,500   ARM Financial Group, Inc. Cl A                216,594
                   7,300   Capital Re Corp.                              125,925
                  10,900   Frontier Insurance Group, Inc.                129,438
                  13,300   HCC Insurance Holdings, Inc.                  256,025
                   5,700   Horace Mann Educators Corp.                   132,169
                   1,500   PMI Group, Inc. (The)                          69,563
                                                                ----------------
                                                                       1,288,117
                                                                ----------------
LEISURE--1.5%
                   5,900   Department 56, Inc.(1)                        179,581
                                                                ----------------
MACHINERY & EQUIPMENT--3.4%
                  18,100   Flowserve Corp.                               281,681
                   5,200   Stanley Works (The)                           133,250
                                                                ----------------
                                                                         414,931
                                                                ----------------

                                               See Notes to Financial Statements


20   1-800-345-2021


Small Cap Value--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)

MARCH 31, 1999

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

MEDICAL EQUIPMENT & SUPPLIES--0.4%
                   5,800   Hologic, Inc.(1)                              $50,931
                                                                ----------------
METALS & MINING--1.2%
                  11,200   Arch Coal Inc.                                148,400
                                                                ----------------
PAPER & FOREST PRODUCTS--1.4%
                   4,400   Rayonier, Inc.                                176,275
                                                                ----------------
PHARMACEUTICALS--0.9%
                  14,700   Perrigo Co.(1)                                106,116
                                                                ----------------
PRINTING & PUBLISHING--1.9%
                  11,900   Banta Corp.                                   226,100
                                                                ----------------
RESTAURANTS--4.0%
                  18,600   Sbarro, Inc.(1)                               492,900
                                                                ----------------
RETAIL (GENERAL MERCHANDISE)--1.2%
                  15,500   Duckwall-ALCO Stores, Inc.(1)                 150,156
                                                                ----------------
TEXTILES & APPAREL--1.0%
                  11,600   Fruit of the Loom, Inc.(1)                    120,350
                                                                ----------------
TOBACCO--0.7%
                   7,300   Schweitzer-Mauduit International, Inc.         83,950
                                                                ----------------

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

TRANSPORTATION--1.5%
                   4,900   XTRA Corp.                                   $187,731
                                                                ----------------
UTILITIES--10.9%
                  14,100   AGL Resources Inc.                            247,631
                   9,700   CTG Resources, Inc.                           234,013
                  12,300   Cascade Natural Gas Corp.                     183,731
                   4,000   IDACORP, Inc.                                 117,500
                  17,600   Maine Public Service Co.                      239,800
                   7,200   Northwest Natural Gas Co.                     158,400
                   4,700   People's Energy Corp.                         151,869
                                                                ----------------
                                                                       1,332,944
                                                                ----------------
TOTAL COMMON STOCKS                                                   12,064,584
                                                                ----------------
   (Cost $12,452,362)

CONVERTIBLE PREFERRED STOCKS--1.1%

UTILITIES
                   7,500   Avista Corp., $1.24                           128,438
                                                                ----------------
   (Cost $140,672)

TOTAL INVESTMENT SECURITIES--100.0%                                  $12,193,022
                                                                ================
   (Cost $12,593,034)

NOTES TO SCHEDULE OF INVESTMENTS

(1)  Non-income producing.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  shows  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:
* a list of each investment
* the number of shares of each stock
* the market value of each investment
* the percentage of total investments in each industry
* the percent and dollar breakdown of each investment category

See Notes to Financial Statements


                                                   www.americancentury.com   21


<TABLE>
<CAPTION>
Statements of Assets and Liabilities
- --------------------------------------------------------------------------------

MARCH 31, 1999

                                               VALUE         EQUITY INCOME      SMALL CAP VALUE
ASSETS
<S>                                           <C>                 <C>                  <C>
Investment securities--
   unaffiliated, at value
   (identified cost of
   $1,847,501,258, $328,710,219,
   and $12,593,034, respectively)
   (Note 3) ..........................   $ 1,664,506,281    $   311,597,740    $    12,193,022
Investment securities--affiliated,
   at value (identified cost of
   $92,497,463) (Note 5) .............       145,545,356               --                 --
Cash .................................              --              337,510            131,814
Receivable for investments sold ......        25,411,281          4,057,191            323,714
Dividends and interest receivable ....         2,481,517            935,612             14,294
                                         ---------------    ---------------    ---------------
                                           1,837,944,435        316,928,053         12,662,844
                                         ---------------    ---------------    ---------------
LIABILITIES
Disbursements in excess
   of demand deposit cash ............         1,176,262               --                 --
Payable for investments
   purchased .........................        23,305,249          4,748,028            253,210
Payable for capital
   shares redeemed ...................         1,926,430            420,292               --
Accrued management fees (Note 2) .....         1,551,042            264,455             13,354
Distribution fees payable (Note 2) ...            11,195              2,402               --
Service fees payable (Note 2) ........            11,195              2,402               --
Payable for directors' fees
 and expenses ........................             1,669                288                 11
                                         ---------------    ---------------    ---------------
                                              27,983,042          5,437,867            266,575
                                         ---------------    ---------------    ---------------

Net Assets ...........................   $ 1,809,961,393    $   311,490,186    $    12,396,269
                                         ===============    ===============    ===============

NET ASSETS CONSIST OF:

Capital (par value and
   paid-in surplus) ..................   $ 1,937,672,109    $   322,128,753    $    12,813,661
Undistributed net
   investment income .................           259,057             71,907             22,512
Accumulated undistributed
   net realized gain (loss)
   on investments ....................         1,977,311          6,402,005            (39,892)
Net unrealized depreciation
   on investments (Note 3) ...........      (129,947,084)       (17,112,479)          (400,012)
                                         ---------------    ---------------    ---------------
                                         $ 1,809,961,393    $   311,490,186    $    12,396,269
                                         ===============    ===============    ===============

Investor Class
Net assets ...........................   $ 1,719,366,894    $   296,585,268    $    11,410,316
Shares outstanding ...................       297,851,438         49,851,485          2,412,196
Net asset value per share ............   $          5.77    $          5.95    $          4.73

Advisor Class
Net assets ...........................   $    54,276,538    $    12,250,983                N/A
Shares outstanding ...................         9,404,576          2,059,576                N/A
Net asset value per share ............   $          5.77    $          5.95                N/A

Institutional Class
Net assets ...........................   $    36,317,961    $     2,653,935    $       985,953
Shares outstanding ...................         6,285,391            445,883            208,198
Net asset value per share ............   $          5.78    $          5.95    $          4.74
</TABLE>

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF ASSETS AND  LIABILITIES--This  statement details
what the fund owns (assets),  what it owes (liabilities),  and its net assets as
of the last day of the period.  If you subtract  what the fund owes from what it
owns,  you get the fund's net assets.  For each class of shares,  the net assets
divided  by the total  number of  shares  outstanding  gives you the price of an
individual share, or the net asset value per share.

NET ASSETS are also broken down by capital (money invested by shareholders); net
investment  income not yet paid to  shareholders or net investment  losses;  net
gains earned on investments  but not yet paid to  shareholders  or net losses on
investments (known as realized gains or losses); and finally, gains or losses on
securities  still  owned  by the  fund  (known  as  unrealized  appreciation  or
depreciation).  This  breakdown  tells  you the  value  of net  assets  that are
performance-related,  such as investment  gains or losses,  and the value of net
assets that are not related to performance,  such as shareholder investments and
redemptions.

                                               See Notes to Financial Statements


22   1-800-345-2021


<TABLE>
<CAPTION>
Statements of Operations
- --------------------------------------------------------------------------------

YEAR ENDED MARCH 31, 1999 (EXCEPT AS NOTED)

                                              VALUE      EQUITY INCOME   SMALL CAP VALUE(1)
INVESTMENT INCOME
<S>                                         <C>              <C>                 <C>
Income:
Dividends (including $2,355,645
   from affiliates for Value) .......   $  46,911,892    $  10,817,840    $     126,393
Interest ............................       2,593,733        3,051,456           13,978
                                        -------------    -------------    -------------
                                           49,505,625       13,869,296          140,371
                                        -------------    -------------    -------------
Expenses (Note 2):
Management fees .....................      22,425,941        3,205,816           76,254
Distribution fees--Advisor Class ....         131,432           11,335             --
Service fees--Advisor Class .........         131,432           11,335             --
Directors' fees and expenses ........          21,018            2,824               64
                                        -------------    -------------    -------------
                                           22,709,823        3,231,310           76,318
                                        -------------    -------------    -------------

Net investment income ...............      26,795,802       10,637,986           64,053
                                        -------------    -------------    -------------

REALIZED AND UNREALIZED GAIN(LOSS)
 ON INVESTMENTS (NOTE 3)
Net realized gain on investments
  (includes $25,649,912 from
   affiliates for Value) ............     195,098,537       31,755,781           65,026
Change in net unrealized
   appreciation (depreciation)
   on investments ...................    (486,683,191)     (45,429,913)        (400,012)
                                        -------------    -------------    -------------
Net realized and unrealized
   loss on investments ..............    (291,584,654)     (13,674,132)        (334,986)
                                        -------------    -------------    -------------

Net Decrease in Net Assets
   Resulting from Operations ........   $(264,788,852)   $  (3,036,146)   $    (270,933)
                                        =============    =============    =============
</TABLE>

(1) July 31, 1998 (inception) through March 31, 1999.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF  OPERATIONS--This  statement breaks out how each
fund's  net  assets  changed  during  the  period  as a  result  of  the  fund's
operations.  It tells you how much money the fund made or lost after taking into
account income,  fees and expenses,  and investment gains or losses. It does not
include shareholder transactions and distributions.

Fund OPERATIONS include:
* income earned from investments (dividend and interest)
* management fees and other expenses
* gains or losses from selling investments (known as realized gains or losses)
* gains or losses on current fund holdings (known as unrealized  appreciation or
  depreciation)

See Notes to Financial Statements


                                                   www.americancentury.com   23


<TABLE>
<CAPTION>
Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

YEARS ENDED MARCH 31, 1999 AND MARCH 31, 1998 (EXCEPT AS NOTED)

Increase (Decrease) in Net Assets:

                                                    VALUE                        EQUITY INCOME         SMALL CAP VALUE(1)
                                            1999              1998            1999           1998             1999
                                            ----              ----            ----           ----             ----
OPERATIONS
Net investment
<S>                                  <C>               <C>               <C>             <C>             <C>
   income .........................  $    26,795,802   $    31,216,696   $  10,637,986   $   9,506,265   $     64,053
Net realized
   gain on
   investments ....................      195,098,537       419,764,609      31,755,781      49,744,589         65,026
Change in net
   unrealized
   appreciation
  (depreciation)
   on investments .................     (486,683,191)      310,602,812     (45,429,913)     25,833,808       (400,012)
                                     ---------------   ---------------   -------------   -------------   ------------
Net increase
   (decrease) in
   net assets
   resulting from
   operations .....................     (264,788,852)      761,584,117      (3,036,146)     85,084,662       (270,933)
                                     ---------------   ---------------   -------------   -------------   ------------

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income:
  Investor Class ..................      (27,029,374)      (29,498,922)    (10,625,704)     (9,206,671)       (37,689)
  Advisor Class ...................         (556,573)         (420,009)       (199,229)        (13,405)          --
  Institutional
      Class .......................         (232,110)          (18,264)        (26,713)           --           (3,852)
From net realized gains on
investment transactions:
  Investor Class ..................     (334,647,261)     (352,185,079)    (43,173,325)    (43,456,913)       (56,049)
  Advisor Class ...................       (8,157,990)       (6,260,211)       (824,603)        (85,009)          --
  Institutional
      Class .......................       (2,250,870)         (100,640)           (700)           --           (8,977)
In excess of net
 realized gains on
investment transactions:
  Investor Class ..................             --                --              --              --          (39,892)
                                     ---------------   ---------------   -------------   -------------   ------------
Decrease in net
   assets from
   distributions ..................     (372,874,178)     (388,483,125)    (54,850,274)    (52,761,998)      (146,459)
                                     ---------------   ---------------   -------------   -------------   ------------

CAPITAL SHARE TRANSACTIONS (NOTE 4)
Net increase
   (decrease) in
   net assets from
   capital share
   transactions ...................     (327,999,543)      629,690,858      12,684,149     124,963,100     12,813,661
                                     ---------------   ---------------   -------------   -------------   ------------
Net increase
   (decrease) in
   net assets .....................     (965,662,573)    1,002,791,850     (45,202,271)    157,285,764     12,396,269

NET ASSETS
Beginning
   of period ......................    2,775,623,966     1,772,832,116     356,692,457     199,406,693           --
                                     ---------------   ---------------   -------------   -------------   ------------

End of period .....................  $ 1,809,961,393   $ 2,775,623,966   $ 311,490,186   $ 356,692,457   $ 12,396,269
                                     ===============   ===============   =============   =============   ============

Undistributed
   net investment
   income .........................  $       259,057   $     1,281,312   $      71,907   $     285,567   $     22,512
                                     ===============   ===============   =============   =============   ============
</TABLE>

(1)  July 31, 1998 (inception) through March 31, 1999.

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF CHANGES IN NET ASSETS--These statements show how
each fund's net assets changed over the past two reporting  periods.  It details
how much a fund grew or shrank as a result of:

* operations-a summary of the Statement of Operations from the previous page for
  the most recent period
* distributions-income and gains distributed to shareholders
* share transactions-shareholders' purchases, reinvestments, and redemptions

Net  assets  at the  beginning  of  the  period  plus  the  sum  of  operations,
distributions  to  shareholders  and capital  share  transactions  result in net
assets at the end of the period.

                                               See Notes to Financial Statements


24   1-800-345-2021


Notes to Financial Statements
- --------------------------------------------------------------------------------

MARCH 31, 1999

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION -- American Century Capital Portfolios, Inc. (the corporation)
is registered under the Investment Company Act of 1940 as an open-end management
investment company. Value Fund (Value),  Equity Income Fund (Equity Income), and
Small Cap Value Fund  (Small Cap Value)  (the funds) are three of the five funds
issued by the  corporation.  Each fund is  diversified  under the 1940 Act.  The
investment objective of Value is long-term capital growth. Income is a secondary
objective.  Value seeks to achieve its  investment  objectives  by  investing in
securities that  management  believes to be undervalued at the time of purchase.
The investment  objective of Equity Income is the production of current  income.
Capital  appreciation is a secondary  objective.  Equity Income seeks to achieve
its objectives by investing primarily in income-producing equity securities. The
investment objective of Small Cap Value is long-term capital growth. Income is a
secondary  objective.  The fund seeks to achieve  its  investment  objective  by
investing  primarily  in equity  securities  of companies  with  smaller  market
capitalizations  that  management  believes  to be  undervalued  at the  time of
purchase.  The funds are  authorized  to issue  three  classes  of  shares:  the
Investor  Class,  the Advisor  Class,  and the  Institutional  Class.  The three
classes of shares differ principally in their respective  shareholder  servicing
and distribution expenses and arrangements. All shares of each fund represent an
equal pro rata interest in the assets of the class to which such shares  belong,
and have identical voting,  dividend,  liquidation and other rights and the same
terms and conditions, except for class specific expenses and exclusive rights to
vote on matters  affecting only individual  classes.  Sale of the  Institutional
Class for Equity Income  commenced on July 8, 1998.  Sale of the Investor  Class
and  Institutional  Class for Small Cap  Value  commenced  on July 31,  1998 and
October 26, 1998,  respectively.  The following significant  accounting policies
are  in  accordance  with  generally  accepted  accounting   principles;   these
principles may require the use of estimates by fund management.

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

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

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

     FUTURES CONTRACTS -- The funds may enter into stock index futures contracts
in order to manage each fund's exposure to changes in market conditions.  One of
the risks of entering into futures  contracts  include the possibility  that the
change in value of the contract may not  correlate  with the changes in value of
the underlying securities.  Upon entering into a futures contract,  each fund is
required to deposit  either cash or  securities  in an amount equal to a certain
percentage  of  the  contract  value  (initial  margin).   Subsequent   payments
(variation  margin)  are made or  received  daily,  in cash,  by the funds.  The
variation  margin is equal to the  daily  change  in the  contract  value and is
recorded as unrealized gains and losses.  The fund recognizes a realized gain or
loss when the contract is closed or expires.  Net realized and unrealized  gains
or losses  occurring  during  the  holding  period of  futures  contracts  are a
component of realized gain (loss) on  investments  and  unrealized  appreciation
(depreciation)  on  investments,   respectively.  There  were  no  open  futures
contracts at March 31, 1999.

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


                                                   www.americancentury.com   25


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)

MARCH 31, 1999

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

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

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

     For the five month  period ended March 31,  1999,  Value and Equity  Income
incurred net capital losses of $26,479,648  and  $2,296,664,  respectively.  The
funds have elected to treat such losses as having been incurred in the following
fiscal year.

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

     ADDITIONAL   INFORMATION   --  Funds   Distributor,   Inc.   (FDI)  is  the
corporation's  distributor.  Certain  officers  of FDI are also  officers of the
corporation.

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

     The  corporation  has entered  into a Management  Agreement  with ACIM that
provides the funds with investment  advisory and management services in exchange
for a single,  unified management fee per class. The Agreement provides that all
expenses of the funds, except brokerage commissions,  taxes, interest,  expenses
of those directors who are not considered "interested persons" as defined in the
Investment  Company  Act of 1940  (including  counsel  fees)  and  extraordinary
expenses, will be paid by ACIM. The fee is computed daily and paid monthly based
on each fund's class average daily closing net assets during the previous month.
For Value and Equity Income,  the annual management fee for each class is 1.00%,
0.75%  and  0.80%  for  the  Investor,   Advisor,  and  Institutional   Classes,
respectively.  For Small Cap Value the annual  management  fee for each class is
1.25%,  1.00% and 1.05% for the Investor,  Advisor,  and Institutional  Classes,
respectively.

     The Board of Directors has adopted a Master  Distribution  and  Shareholder
Services  Plan (the plan) for the Advisor  Class,  pursuant to Rule 12b-1 of the
Investment  Company Act of 1940.  The plan provides that the funds will pay ACIM
an annual  distribution  fee equal to 0.25% and service fee equal to 0.25%.  The
fees are computed  daily and paid monthly based on the Advisor  Class's  average
daily  closing  net assets  during the  previous  month.  The  distribution  fee
provides  compensation  for  distribution  expenses  incurred in connection with
distributing shares of the Advisor Class including, but not limited to, payments
to brokers,  dealers,  and financial  institutions  that have entered into sales
agreements  with  respect  to shares of the  funds.  The  service  fee  provides
compensation for shareholder and  administrative  services rendered by ACIM, its
affiliates or independent  third party  providers.  Fees incurred under the plan
during the period were $262,864 for Value and $22,670 for Equity Income.

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


26   1-800-345-2021


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)

MARCH 31, 1999

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

  Investment transactions,  exluding short-term investments,  for the year ended
March 31,  1999 for Value and Equity  Income and for the  period  July 31,  1998
(inception) through March 31, 1999 for Small Cap Value, were as follows:

                             VALUE          EQUITY INCOME      SMALL CAP VALUE
Purchases               $2,836,891,803      $567,703,755         $26,067,435
Proceeds from sales     $3,474,513,927      $593,700,635         $13,539,428

  On March 31, 1999, the composition of unrealized  appreciation and depreciaton
of investment  securities based on the aggregate cost of investments for federal
income tax purposes was as follows:

                             VALUE          EQUITY INCOME      SMALL CAP VALUE
Appreciation               $52,528,224        $8,165,884            $160,326
Depreciation              (206,271,989)      (28,704,059)         (1,108,750)
                         ---------------   ---------------    ---------------
Net                      $(153,743,765)     $(20,538,175)          $(948,424)
                         ===============   ===============    ===============
Federal Tax Cost        $1,963,795,402      $332,135,915         $13,141,446
                         ===============   ===============    ===============


                                                 www.americancentury.com    27


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)

MARCH 31, 1999

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

   All shares are $0.01 par value.  Transactions  in shares of the funds were as
follows:

<TABLE>
<CAPTION>
                                VALUE                       EQUITY INCOME                       SMALL CAP VALUE
                        SHARES          AMOUNT          SHARES          AMOUNT               SHARES          AMOUNT
INVESTOR CLASS
<S>                  <C>             <C>              <C>           <C>                     <C>            <C>
Shares authorized    400,000,000                     125,000,000                           50,000,000
                   ===============                 ===============                       ===============
Year ended
   March 31, 1999(1)
Sold                 118,264,078     $794,918,831     28,666,383    $190,764,951            3,844,651      $18,830,986
Issued in
   reinvestment
  of distributions    59,242,080      356,864,255      8,142,886      50,735,119               27,162          131,361
Redeemed            (230,575,028)  (1,525,819,152)   (36,724,976)   (244,017,477)          (1,459,617)      (7,153,176)
                   ---------------  ---------------  ---------------  ---------------  ---------------   ---------------
Net increase
   (decrease)        (53,068,870)   $(374,036,066)        84,293     $(2,517,407)           2,412,196       $11,809,171
                   ===============  ===============  ===============  ===============  ===============   ===============
Year ended
   March 31, 1998
Sold                 162,037,493   $1,197,248,350     30,476,816       $213,669,697
Issued in
   reinvestment
   of distributions   54,825,636      376,881,079      7,535,443         49,977,058
Redeemed            (131,065,528)    (969,702,459)   (19,830,504)      (139,373,450)
                  ---------------  ---------------  ---------------  ---------------
Net increase          85,797,601     $604,426,970     18,181,755       $124,273,305
                  ===============  ===============  ===============  ===============

ADVISOR CLASS
Shares authorized     75,000,000                      50,000,000
                  ===============                  ===============
Year ended
   March 31, 1999
Sold                   4,304,387      $28,157,965      2,102,548         $13,417,012
Issued in
   reinvestment of
   distributions       1,441,856        8,673,389        144,320             892,686
Redeemed              (3,600,008)     (23,899,178)      (289,382)         (1,821,300)
                  ---------------  ---------------  ---------------  ---------------
Net increase           2,146,235      $12,932,176      1,957,486         $12,488,398
                  ===============  ===============  ===============  ===============
Year ended
   March 31, 1998
Sold                   4,634,814      $33,569,674        101,186            $704,986
Issued in
   reinvestment of
   distributions         973,367        6,679,660          14,797             97,687
Redeemed              (2,796,876)     (20,393,769)        (16,803)          (112,878)
                  ---------------  ---------------  ---------------  ---------------
Net increase           2,811,305      $19,855,565          99,180           $689,795
                  ===============  ===============  ===============  ===============

INSTITUTIONAL CLASS
Shares authorized     50,000,000                       25,000,000                            25,000,000
                  ===============                   ===============                       ===============
Year ended
   March 31, 1999(2)
Sold                   6,519,460      $40,062,309         442,110          $2,690,641           211,202         $1,020,384
Issued in
   reinvestment of
   distributions         407,798        2,446,081           3,773              22,517             2,655             12,829
Redeemed              (1,410,565)      (9,404,043)             --              --                (5,659)           (28,723)
                   ---------------  ---------------  ---------------  ---------------    ---------------   ---------------
Net increase           5,516,693      $33,104,347         445,883          $2,713,158           208,198         $1,004,490
                   ===============  ===============  ===============  ===============    ===============   ===============
Period ended
  March 31, 1998(3)
Sold                     751,577       $5,289,526
Issued in
   reinvestment of
   distributions          17,134          118,897
Redeemed                     (13)           (100)
                  ---------------  ---------------
Net increase             768,698       $5,408,323
                  ===============  ===============
</TABLE>

(1)  Sale of the Investor Class commenced on July 31, 1998 for Small Cap Value.

(2)  Sale of the Institutional Class commenced on July 8, 1998 for Equity Income
     and October 26, 1998 for Small Cap Value.

(3)  Sale of the Institutional Class commenced on July 31, 1997 for Value.


28   1-800-345-2021


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)

MARCH 31, 1999

- --------------------------------------------------------------------------------
5. AFFILIATED COMPANY TRANSACTIONS

  A summary of  transactions  for each issuer which is or was an affiliate at or
during the year ended March 31, 1999, follows:

<TABLE>
<CAPTION>
                       SHARE BALANCE    PURCHASE      SALES       REALIZED       DIVIDEND           MARCH 31, 1999
FUND/ISSUER               3/31/98         COST        COST       GAIN (LOSS)      INCOME     SHARE BALANCE     MARKET VALUE
VALUE
<S>                                  <C>             <C>         <C>             <C>           <C>             <C>
Flowserve Corp.                --    $41,036,203     $558,488    $(135,002)      $519,666      2,083,300       $32,421,356
Giant Food Inc. Cl A    3,122,900             --   98,397,805   35,562,060        624,580             --                --
GTECH Holdings Corp.    1,213,900     35,451,630   13,265,486   (1,838,798)            --      2,000,000        48,750,000
Lab Holdings Inc.         420,000             --           --            --       504,000        420,000         7,035,000
Superior Industries
   International, Inc.  2,024,200     13,002,140    6,219,150     (132,907)       707,399      2,292,000        53,289,000
Swift Energy Co.        1,103,700      3,007,490   16,488,605   (7,805,441)            --        480,000         4,050,000
                                     -----------   -----------  -----------   -----------                      -----------
                                     $92,497,463 $134,929,534  $25,649,912     $2,355,645                     $145,545,356
                                     ===========   ===========  ===========   ===========                      ===========
</TABLE>

- --------------------------------------------------------------------------------
6. BANK LOANS

    Effective  December 18,  1998,  the funds,  along with  certain  other funds
managed by ACIM,  entered  into an  unsecured  $570,000,000  bank line of credit
agreement  with  Chase  Manhattan  Bank.  Borrowings  under the  agreement  bear
interest at the Federal  Funds rate plus 0.40%.  The funds may borrow  money for
temporary or emergency purposes to fund shareholder  redemptions.  The funds did
not borrow from the line during the period  December 18, 1998 through  March 31,
1999.

- --------------------------------------------------------------------------------
7. FUND EVENTS

  The following name changes became effective March 1, 1999.

         NEW NAMES                    FORMER NAMES
  FUND:  Value Fund                   American Century Value Fund
  FUND:  Equity Income Fund           American Century Equity Income Fund
  FUND:  Small Cap Value Fund         American Century Small Cap Value Fund


                                                   www.americancentury.com   29


Value--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                      FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED MARCH 31
                                                                        Investor Class
                                                 1999              1998              1997              1996             1995
PER-SHARE DATA
<S>                                        <C>               <C>               <C>               <C>               <C>
Net Asset Value, Beginning of Year ....... $        7.73     $        6.58     $        6.32     $        5.46     $        4.98
                                           -------------     -------------     -------------     -------------     -------------
Income From Investment Operations
  Net Investment Income(1) ...............          0.08              0.10              0.12              0.13              0.12
  Net Realized and Unrealized Gain
(Loss)
  on Investment Transactions .............         (0.80)             2.35              0.87              1.34              0.75
                                           -------------     -------------     -------------     -------------     -------------
  Total From Investment Operations .......         (0.72)             2.45              0.99              1.47              0.87
                                           -------------     -------------     -------------     -------------     -------------
Distributions
  From Net Investment Income .............         (0.09)            (0.10)            (0.12)            (0.12)            (0.12)
  In Excess of Net Investment Income .....          --                --               --(2)             (0.01)             --
  From Net Realized Gains on
      Investment Transactions ............         (1.15)            (1.20)            (0.61)            (0.48)            (0.27)
                                           -------------     -------------     -------------     -------------     -------------
  Total Distributions ....................         (1.24)            (1.30)            (0.73)            (0.61)            (0.39)
                                           -------------     -------------     -------------     -------------     -------------
Net Asset Value, End of Year ............. $        5.77     $        7.73     $        6.58     $        6.32     $        5.46
                                           =============     =============     =============     =============     =============
  Total Return(3) ........................         (9.88)%           39.94%            15.92%            28.06%            18.56%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
   to Average Net Assets .................          1.00%             1.00%             1.00%             0.97%             1.00%
Ratio of Net Investment Income
   to Average Net Assets .................          1.19%             1.38%             1.86%             2.17%             2.65%
Portfolio Turnover Rate ..................           130%              130%              111%              145%               94%
Net Assets, End of Year (in thousands) ... $   1,719,367     $   2,713,562     $   1,743,582     $     881,885     $     348,281
</TABLE>

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

(2)  Per share amount was less than $0.005.

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any.

- ----------------------------------------------------------------------------
UNDERSTANDNG  THE  FINANCIAL  HIGHLIGHTS--These  pages  itemize  current  period
activity and  statistics  and provide  comparison  data for the last five fiscal
years (or less, if the class is not five years old).

On a per-share basis, it includes:
* share price at the beginning of the period
* investment income and capital gains or losses
* income and capital gains distributions paid to shareholders
* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions

* expense ratio--operating expenses as a percentage of average net assets

* net income ratio--net investment income as a percentage of average net assets

* portfolio  turnover--the  percentage of the portfolio that was replaced during
  the period

                                               See Notes to Financial Statements


30   1-800-345-2021


Value--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
   FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED MARCH 31 (EXCEPT AS NOTED)

                                                             Advisor Class
                                                   1999           1998          1997(1)
PER-SHARE DATA
<S>                                            <C>            <C>            <C>
Net Asset Value, Beginning of Period .......   $     7.73     $     6.58     $     6.71
                                               ----------     ----------     ----------
Income From Investment Operations
  Net Investment Income(2) .................         0.06           0.08           0.05
  Net Realized and Unrealized Gain (Loss) on
  Investment Transactions ..................        (0.80)          2.35           0.48
                                               ----------     ----------     ----------
  Total From Investment Operations .........        (0.74)          2.43           0.53
                                               ----------     ----------     ----------
Distributions
  From Net Investment Income ...............        (0.07)         (0.08)         (0.05)
  In Excess of Net Investment Income .......         --             --            --(3)
  From Net Realized Gains on
   Investment Transactions .................        (1.15)         (1.20)         (0.61)
                                               ----------     ----------     ----------
  Total Distributions ......................        (1.22)         (1.28)         (0.66)
                                               ----------     ----------     ----------
Net Asset Value, End of Period .............   $     5.77     $     7.73     $     6.58
                                               ==========     ==========     ==========
  Total Return(4) ..........................       (10.09)%        39.60%          8.07%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
   to Average Net Assets ...................         1.25%          1.25%          1.25%(5)
Ratio of Net Investment Income
   to Average Net Assets ...................         0.94%          1.13%          1.50%(5)
Portfolio Turnover Rate ....................          130%           130%           111%
Net Assets, End of Period (in thousands) ...   $   54,277     $   56,118     $   29,250
</TABLE>

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

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

(3)  Per share amount was less than $0.005.

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

(5)  Annualized.

See Notes to Financial Statements


                                                    www.americancentury.com   31


Value--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED MARCH 31 (EXCEPT AS NOTED)
                                                             Institutional Class
                                                            1999           1998(1)
PER-SHARE DATA
<S>                                                     <C>            <C>
Net Asset Value, Beginning of Period ...................$     7.73     $     7.84
                                                        ----------     ----------

Income From Investment Operations
  Net Investment Income(2) .............................      0.10           0.15
  Net Realized and Unrealized Gain (Loss) on
   Investment Transactions .............................     (0.80)          1.02
                                                        ----------     ----------
  Total From Investment Operations .....................     (0.70)          1.17
                                                        ----------     ----------
Distributions
  From Net Investment Income ...........................     (0.10)         (0.08)
                                                        ----------     ----------
  From Net Realized Gains on Investment Transactions ...     (1.15)         (1.20)
                                                        ----------     ----------
  Total Distributions ..................................     (1.25)         (1.28)
                                                        ----------     ----------
Net Asset Value, End of Period .........................$     5.78     $     7.73
                                                        ==========     ==========

  Total Return(3) ......................................     (9.52)%        17.14%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets ......      0.80%          0.80%(4)
Ratio of Net Investment Income to Average Net Assets ...      1.39%          2.97%(4)
Portfolio Turnover Rate ................................       130%           130%
Net Assets, End of Period (in thousands) ...............$   36,318     $    5,944
</TABLE>

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

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

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

(4)  Annualized.

                                               See Notes to Financial Statements


32   1-800-345-2021


Equity Income--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                              FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED MARCH 31 (EXCEPT AS NOTED)
                                                                                   Investor Class
                                                             1999          1998          1997         1996        1995(1)
PER-SHARE DATA
<S>                                                     <C>           <C>           <C>           <C>           <C>
Net Asset Value, Beginning of Period .................. $      7.15   $      6.31   $      6.10   $      5.42   $      5.00
                                                        -----------   -----------   -----------   -----------   -----------
Income From Investment Operations
  Net Investment Income(2) ............................        0.22          0.25          0.22          0.20          0.09
  Net Realized and Unrealized Gain (Loss) on
     Investment Transactions ..........................       (0.23)         1.99          0.75          1.13          0.44
                                                        -----------   -----------   -----------   -----------   -----------
  Total From Investment Operations ....................       (0.01)         2.24          0.97          1.33          0.53
                                                        -----------   -----------   -----------   -----------   -----------
Distributions
  From Net Investment Income ..........................       (0.23)        (0.24)        (0.21)        (0.19)        (0.09)
  In Excess of Net Investment Income ..................        --            --           --(3)         (0.01)         --
  From Net Realized Gains on Investment Transactions ..       (0.96)        (1.16)        (0.55)        (0.45)        (0.02)
                                                        -----------   -----------   -----------   -----------   -----------
  Total Distributions .................................       (1.19)        (1.40)        (0.76)        (0.65)        (0.11)
                                                        -----------   -----------   -----------   -----------   -----------
Net Asset Value, End of Period ........................ $      5.95   $      7.15   $      6.31   $      6.10   $      5.42
                                                        ===========   ===========   ===========   ===========   ===========
  Total Return(4) .....................................       (0.44)%       37.78%        16.24%        25.67%        10.69%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets .....        1.00%         1.00%         1.00%         0.98%         1.00%(5)
Ratio of Net Investment Income to Average Net Assets ..        3.31%         3.52%         3.46%         3.51%         4.04%(5)
Portfolio Turnover Rate ...............................         180%          158%          159%          170%           45%
Net Assets, End of Period (in thousands) .............. $   296,585   $   355,962   $   199,388   $   116,692   $    52,213
</TABLE>

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

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

(3)  Per share amount was less than $0.005.

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

(5)  Annualized.

- --------------------------------------------------------------------------------
UNDERSTANDNG  THE  FINANCIAL  HIGHLIGHTS--These  pages  itemize  current  period
activity and  statistics  and provide  comparison  data for the last five fiscal
years (or less, if the class is not five years old).

On a per-share basis, it includes:
* share price at the beginning of the period
* investment income and capital gains or losses
* income and capital gains distributions paid to shareholders
* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions

* expense ratio--operating expenses as a percentage of average net assets

* net income ratio--net investment income as a percentage of average net assets

* portfolio  turnover--the  percentage of the portfolio that was replaced during
  the period

See Notes to Financial Statements


                                                   www.americancentury.com   33


Equity Income--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED MARCH 31 (EXCEPT AS NOTED)
                                                         Advisor Class
                                                 1999         1998          1997(1)
PER-SHARE DATA
<S>                                          <C>          <C>          <C>
Net Asset Value, Beginning of Period ....... $     7.16   $     6.31   $     6.57
                                             ----------   ----------   ----------
Income From Investment Operations
  Net Investment Income(2) .................       0.21         0.23         0.02
  Net Realized and Unrealized Gain (Loss)
      on Investment Transactions ...........      (0.24)        2.00        (0.21)
                                             ----------   ----------   ----------
  Total From Investment Operations .........      (0.03)        2.23        (0.19)
                                             ----------   ----------   ----------
Distributions
  From Net Investment Income ...............      (0.22)       (0.22)       (0.07)
  In Excess of Net Investment Income .......       --           --          --(3)
  From Net Realized Gains on
      Investment Transactions ..............      (0.96)       (1.16)        --
                                             ----------   ----------   ----------
  Total Distributions ......................      (1.18)       (1.38)       (0.07)
                                             ----------   ----------   ----------
Net Asset Value, End of Period ............. $     5.95   $     7.16   $     6.31
                                             ==========   ==========   ==========

  Total Return(4) ..........................      (0.75)%      37.71%       (2.89)%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
   to Average Net Assets ...................       1.25%        1.25%        1.25%(5)
Ratio of Net Investment Income
   to Average Net Assets ...................       3.06%        3.27%        1.64%(5)
Portfolio Turnover Rate ....................        180%         158%         159%
Net Assets, End of Period (in thousands) ... $   12,251   $      731   $       18
</TABLE>

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

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

(3)  Per share amount was less than $0.005.

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

(5)  Annualized.

                                               See Notes to Financial Statements


34   1-800-345-2021


Equity Income--Financial Highlights
- --------------------------------------------------------------------------------

                         FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD INDICATED
                                                           Institutional Class
                                                                     1999(1)
PER-SHARE DATA
Net Asset Value, Beginning of Period ...........................  $    6.96
                                                                  ---------
Income From Investment Operations
  Net Investment Income(2) .....................................       0.07
  Net Realized and Unrealized Gain on Investment Transactions ..       0.06
                                                                  ---------
  Total From Investment Operations .............................       0.13
                                                                  ---------
Distributions
  From Net Investment Income ...................................      (0.18)
  From Net Realized Gains on Investment Transactions ...........      (0.96)
                                                                  ---------
  Total Distributions ..........................................      (1.14)
                                                                  ---------
Net Asset Value, End of Period .................................  $    5.95
                                                                  =========
  Total Return(3) ..............................................       1.60%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets ..............       0.80%(4)
Ratio of Net Investment Income to Average Net Assets ...........       1.61%(4)
Portfolio Turnover Rate ........................................        180%
Net Assets, End of Period ......................................  $   2,654

(1)  July 8, 1998 (commencement of sale) through March 31, 1999.

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

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

(4)  Annualized.

See Notes to Financial Statements


                                                  www.americancentury.com   35


Small Cap Value--Financial Highlights
- --------------------------------------------------------------------------------

                        FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD INDICATED
                                                                Investor Class
                                                                    1999(1)
PER-SHARE DATA
Net Asset Value, Beginning of Period ........................... $     5.00
                                                                 ----------
Income From Investment Operations
  Net Investment Income(2) .....................................       0.03
  Net Realized and Unrealized Loss on Investment Transactions ..      (0.24)
                                                                 ----------
  Total From Investment Operations .............................      (0.21)
                                                                 ----------
Distributions
  From Net Investment Income ...................................      (0.02)
  From Net Realized Gains on Investment Transactions ...........      (0.02)
  In Excess of Net Realized Gains ..............................      (0.02)
                                                                 ----------
  Total Distributions ..........................................      (0.06)
                                                                 ----------
Net Asset Value, End of Period ................................. $     4.73
                                                                 ==========
  Total Return(3) ..............................................      (4.24)%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets ..............       1.25%(4)
Ratio of Net Investment Income to Average Net Assets ...........       1.02%(4)
Portfolio Turnover Rate ........................................        153%
Net Assets, End of Period (in thousands) ....................... $   11,410

(1)  July 31, 1998 (inception of fund and class) through March 31, 1999.

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

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

(4)  Annualized.

- ----------------------------------------------------------------------------
UNDERSTANDNG  THE  FINANCIAL  HIGHLIGHTS--These  pages  itemize  current  period
activity and  statistics  and provide  comparison  data for the last five fiscal
years (or less, if the class is not five years old).

On a per-share basis, it includes:
* share price at the beginning of the period
* investment income and capital gains or losses
* income and capital gains distributions paid to shareholders
* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions

* expense ratio--operating expenses as a percentage of average net assets

* net income ratio--net investment income as a percentage of average net assets

* portfolio  turnover--the  percentage of the portfolio that was replaced during
  the period

                                               See Notes to Financial Statements


36   1-800-345-2021


Small Cap Value--Financial Highlights
- --------------------------------------------------------------------------------

                        FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD INDICATED
                                                             Institutional Class
                                                                       1999(1)
PER-SHARE DATA
Net Asset Value, Beginning of Period .............................  $  4.83
                                                                    -------
Income From Investment Operations
  Net Investment Income(2) .......................................     0.03
  Net Realized and Unrealized Loss on Investment Transactions ....    (0.06)
                                                                    -------
  Total From Investment Operations ...............................    (0.03)
                                                                    -------
Distributions
  From Net Investment Income .....................................    (0.02)
  From Net Realized Gains on Investment Transactions .............    (0.04)
                                                                    -------
  Total Distributions ............................................    (0.06)
                                                                    -------
Net Asset Value, End of Period ...................................  $  4.74
                                                                    =======
  Total Return(3) ................................................    (0.60)%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets ................     1.05%(4)
Ratio of Net Investment Income to Average Net Assets .............     1.22%(4)
Portfolio Turnover Rate ..........................................      153%
Net Assets, End of Period (in thousands) .........................  $   986

(1)  October 26, 1998 (commencement of sale) through March 31, 1999.

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

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

(4)  Annualized.

See Notes to Financial Statements


                                                  www.americancentury.com   37


Independent Auditors' Report
- --------------------------------------------------------------------------------

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

   We have  audited  the  accompanying  statements  of assets  and  liabilities,
including  the  schedules  of  investments,  of Value Fund,  Equity  Income Fund
(formerly  American  Century Value Fund and American Century Equity Income Fund,
respectively)  and  Small  Cap  Value  Fund  (the  "Funds"),  three of the funds
comprising American Century Capital Portfolios,  Inc., as of March 31, 1999, and
the  related  statements  of  operations  for the year then ended (July 31, 1998
[inception] through March 31, 1999, for Small Cap Value Fund), the statements of
changes in net assets for each of the two periods in the period then ended,  and
the financial  highlights for the periods presented.  These financial statements
and the financial  highlights are the  responsibility of the Funds'  management.
Our  responsibility  is to express an opinion on these financial  statements and
the financial highlights based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures  included  confirmation of securities owned at March
31, 1999,  by  correspondence  with the  custodian  and  brokers.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

   In our opinion,  such financial  statements and financial  highlights present
fairly, in all material  respects,  the financial position of Value Fund, Equity
Income Fund and Small Cap Value Fund as of March 31, 1999,  the results of their
operations for the year then ended (July 31, 1998 [inception]  through March 31,
1999, for the Small Cap Value Fund), the changes in their net assets for each of
the two periods in the period then ended,  and the financial  highlights for the
respective  stated  periods in conformity  with  generally  accepted  accounting
principles.

Deloitte & Touche LLP
Kansas City, Missouri
May 7, 1999


38   1-800-345-2021


Share Class and Retirement Account Information
- --------------------------------------------------------------------------------

SHARE CLASSES

     Three  classes of shares  are  authorized  for sale by the funds:  Investor
Class, Advisor Class and Institutional Class.

     INVESTOR CLASS  shareholders  do not pay any  commissions or other fees for
purchase  of fund shares  directly  from  American  Century.  Investors  who buy
Investor  Class  shares  through  a  broker-dealer  may be  required  to pay the
broker-dealer a transaction fee.

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

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

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

RETIREMENT ACCOUNT INFORMATION

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

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

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


                                                  www.americancentury.com   39


Background Information
- --------------------------------------------------------------------------------

INVESTMENT PHILOSOPHY & POLICIES

     American  Century  offers 14 growth and  income  funds  including  domestic
equity,  balanced,  asset allocation,  and specialty.  Value, Equity Income, and
Small Cap Value are general  equity  funds  managed to provide  growth over time
with less  volatility  than more  aggressive  growth funds.  Stock purchases are
based on a  company-by-company  analysis to determine whether a stock is trading
below what the fund  management  team considers fair value.  Once the management
team  understands  why the stock's price is depressed,  if the team believes the
undervaluation  is  temporary,  the stock  may be  purchased  and held  until it
appreciates  to fair value,  when it is sold.  Equity Income may buy stocks that
are  trading at fair value if the stock pays a generous  dividend.  In all three
funds, broad  diversification  across many industries is stressed to prevent the
performance of one sector from dominating fund returns.

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

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

     AMERICAN  CENTURY SMALL CAP VALUE focuses on the stocks of small  companies
with market capitalizations of less than the largest company in the S&P SmallCap
600/BARRA Value Index.  Historically,  small-cap  stocks have been more volatile
than the stocks of larger,  more established  companies.  The fund seeks capital
appreciation  over time by investing in common stocks that the  management  team
believes to be undervalued. Income is a secondary objective.

COMPARATIVE INDICES

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

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

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

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

     THE S&P SMALLCAP 600/BARRA VALUE INDEX is a  capitalization-weighted  index
consisting of S&P SmallCap 600 stocks that have lower price-to-book  ratios. The
S&P SmallCap 600 Index  consists of 600 domestic  stocks chosen for market size,
liquidity, and industry group representation.

[left margin]

PORTFOLIO MANAGERS
VALUE AND EQUITY INCOME
     PHIL DAVIDSON
     SCOTT MOORE, CFA
SMALL CAP VALUE
     TODD VINGERS, CFA
     BEN GIELE, CFA


40   1-800-345-2021


Glossary
- --------------------------------------------------------------------------------

RETURNS

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

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal year-by-year total returns,  please refer to the "Financial
Highlights" on pages 30-37.

INVESTMENT TERMS

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

* MEDIAN MARKET CAPITALIZATION-- Market Capitalization (market cap) is the total
value of a  company's  stock and is  calculated  by  multiplying  the  number of
outstanding  common shares by the current share price.  The company whose market
cap is in the  middle  of the  portfolio  is the  median  market  cap.  Half the
companies in the portfolio  have values  greater than the median,  and half have
values that are less. If there is an even number of  companies,  then the median
is the average of the two companies in the middle.

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

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

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

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

TYPES OF STOCKS

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

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

* GROWTH  STOCKS--  stocks  of  companies  that have  experienced  above-average
earnings growth and are expected to continue such growth.


                                                   www.americancentury.com   41


Glossary
- --------------------------------------------------------------------------------
                                                                    (Continued)

These stocks  often sell at high P/E ratios.  Examples can include the stocks of
high-tech, healthcare and consumer staple companies.

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

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

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

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

FUND CLASSIFICATIONS

INVESTMENT OBJECTIVE

     The investment  objective may be based on the fund's objective as stated in
its  prospectus or fund profile,  or the fund's  categorization  by  independent
rating organizations based on its management style.

* CAPITAL  PRESERVATION  -- Offers  taxable and tax-free  money market funds for
relative stability of principal and liquidity.

* INCOME -- Offers funds that can provide current income and competitive yields,
as well as a strong and stable  foundation and generally lower volatility levels
than stock funds.

* GROWTH & INCOME --  Offers  funds  that  emphasize  both  growth  and  income,
diversification,  varying  capitalization sizes, and different investment styles
and strategies.

* GROWTH -- Offers  funds with a focus on  capital  appreciation  and  long-term
growth,  generally providing high return potential with corresponding high price
fluctuation risk.

RISK

     The  classification  of funds  by risk  category  is based on  quantitative
historical  measures  as well as  qualitative  prospective  measures.  It is not
intended to be a precise  indicator of future risk or return levels.  The degree
of risk within each category can vary significantly,  and some fund returns have
historically  been  higher  than  more  aggressive  funds  or  lower  than  more
conservative  funds.  Please be aware that the fund's  category  may change over
time.  Therefore,  it is  important  that you read a fund's  prospectus  or fund
profile  carefully before investing to ensure its objectives,  policies and risk
potential are consistent with your needs.

*  CONSERVATIVE  -- these funds  generally  provide lower return  potential with
either low or minimal price fluctuation risk.

*  MODERATE -- these funds  generally provide  moderate  return  potential  with
moderate price fluctuation risk.

*  AGGRESSIVE  -- these  funds  generally  provide  high return  potential  with
corresponding high price fluctuation risk.


42   1-800-345-2021


Notes
- --------------------------------------------------------------------------------


                                                    www.americancentury.com   43


Notes
- --------------------------------------------------------------------------------


44   1-800-345-2021


[inside back cover]

===============================================================================
INVESTMENT OBJECTIVE - CAPITAL PRESERVATION
===============================================================================

                  RISK LEVEL - CONSERVATIVE

TAXABLE MONEY MARKETS           TAX-FREE MONEY MARKETS

Premium  Capital Reserve        FL Municipal Money Market
Prime Money Market              CA Municipal Money Market
Premium Government Reserve      CA Tax-Free Money Market
Government Agency               Tax-Free Money Market
   Money Market
Capital Preservation

===============================================================================
INVESTMENT OBJECTIVE - INCOME
===============================================================================

                   RISK LEVEL - AGGRESSIVE

TAXABLE BONDS                   TAX-FREE BONDS

Target 2025*                    CA High-Yield Municipal
Target 2020*                    High-Yield Municipal
Target 2015*
Target 2010*
High-Yield
International Bond

                    RISK LEVEL - MODERATE

TAXABLE BONDS                   TAX-FREE BONDS

Long-Term Treasury              CA Long-Term Tax-Free
Target 2005*                    Long-Term Tax-Free
Bond                            CA Insured Tax-Free
Premium Bond

                   RISK LEVEL - CONSERVATIVE

TAXABLE BONDS                   TAX-FREE BONDS

Intermediate-Term Bond          CA Intermediate-Term Tax-Free
Intermediate-Term Treasury      AZ Intermediate-Term Municipal
GNMA                            FL Intermediate-Term Municipal
Inflation-Adjusted Treasury     Intermediate-Term  Tax-Free
Limited-Term Bond               CA Limited-Term  Tax-Free
Target 2000*                    Limited-Term Tax-Free
Short-Term Government
Short-Term Treasury

===============================================================================
INVESTMENT OBJECTIVE - GROWTH AND INCOME
===============================================================================

                     RISK LEVEL - AGGRESSIVE

DOMESTIC EQUITY

Small Cap Quantitative
Small Cap Value

                      RISK LEVEL - MODERATE

ASSET ALLOCATION/BALANCED       DOMESTIC EQUITY        SPECIALTY

Strategic Allocation:         Equity Growth          Utilities
   Aggressive                   Equity Index           Real Estate
Balanced                        Tax-Managed Value
Strategic Allocation:         Income & Growth
   Moderate                     Value
Strategic Allocation:         Equity Income
   Conservative

===============================================================================
INVESTMENT OBJECTIVE - GROWTH
===============================================================================

                      RISK LEVEL - AGGRESSIVE

DOMESTIC EQUITY                 SPECIALTY              INTERNATIONAL

New Opportunities               Global Gold            Emerging Markets
Giftrust(reg.tm)                                       International Discovery
Vista                                                  International Growth
Heritage                                               Global Growth
Growth
Ultra
Select

                       RISK LEVEL - MODERATE

SPECIALTY

Global Natural Resources

The investment  objective may be based on the fund's  objective as stated in its
prospectus or fund profile,  or the fund's  categorization by independent rating
organizations based on its management style.

The classification of funds by risk category is based on quantitative historical
measures as well as qualitative prospective measures. It is not intended to be a
precise  indicator  of future risk or return  levels.  The degree of risk within
each category can vary  significantly,  and some fund returns have  historically
been higher than more aggressive  funds or lower than more  conservative  funds.
Please be aware that a fund's  category may change over time.  Therefore,  it is
important  that you read a fund's  prospectus or fund profile  carefully  before
investing to ensure its  objectives,  policies and risk potential are consistent
with your needs.

For a definition of fund categories, see the Glossary.

*  While listed within the Income investment objective,  the Target funds do not
   pay current dividend income.  Income dividends are distributed once a year in
   December. The Target funds are listed in all three risk categories due to the
   dramatic  price  volatility  investors may  experience  during certain market
   conditions.  If held  to  their  target  dates,  however,  they  can  offer a
   conservative, dependable way to invest for a specific time horizon.

Please call for a prospectus  or profile on any  American  Century  fund.  These
documents contain important information including charges and expenses,  and you
should read them carefully before you invest or send money.


[back cover]

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

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

WWW.AMERICANCENTURY.COM

INVESTOR RELATIONS
1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE
1-800-345-8765

FAX: 816-340-7962

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

BUSINESS, NOT-FOR-PROFIT, EMPLOYER-SPONSORED RETIREMENT PLANS
1-800-345-3533

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

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

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


American Century Investments                                     BULK RATE
P.O. Box 419200                                              U.S. POSTAGE PAID
Kansas City, MO 64141-6200                                   AMERICAN CENTURY
www.americancentury.com                                          COMPANIES

9905                                                   Funds Distributor, Inc.
SH-BKT-16199                     (c)1999 American Century Services Corporation
<PAGE>
[front cover]
                                                              MARCH 31, 1999

ANNUAL REPORT
- -----------------
AMERICAN CENTURY

[graphic of glasses]

REAL ESTATE FUND

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


[inside front cover]

CLASSIFYING OUR FUNDS BY OBJECTIVE AND RISK
- --------------------------------------------------------------------------------

In March,  American  Century  introduced a new and simpler way to evaluate which
fund is right for you.  The new  system is based on a fund's  objective  and its
risks. Funds are classified under FOUR BROAD OBJECTIVES:

*  Growth                  *  Income
*  Growth & Income         *  Capital Preservation

Funds are also divided according to RISK:

*  Aggressive              *  Moderate              *  Conservative

The risk  classification  is based on a number of factors,  including how much a
fund's share price has fluctuated in the past compared to two popular indices:

*  Standard & Poor's 500 Stock Index

*  Lehman Bros. Aggregate Bond Index

Aggressive  funds tend to fluctuate more than the S&P 500 Index.  Moderate funds
tend to  fluctuate  less  than the S&P  500,  but more  than the  Lehman  Index.
Conservative funds tend to fluctuate less than the Lehman Index.

NEW, SIMPLER FUND NAMES

We also simplified the names of our funds. For example,

OLD FUND NAME                               NEW FUND NAME
American Century-Twentieth Century Ultra    American Century Ultra
American Century-Benham GNMA Fund           American Century GNMA Fund

These changes should make investing more convenient and understandable for you.

Turn to the  inside  back  cover  of  this  report  to see a list  of the  funds
classified by objective and risk. For  definitions of the fund  categories,  see
the Glossary.

- --------------------------------------------------------------------------------
WHAT'S NEW...

               Our new fund guide,  Investing with American  Century,  will help
           you navigate  through our  selection of funds.  This helpful  booklet
           includes information about risk levels, objectives, investment styles
           and strategies.

               American  Century  Catalog of Tools & Services lists all the free
           educational materials available to investors.

               FUND PROFILES are now  available for many American  Century funds
           when  you  request  information  about a  fund.  Profiles  are  short
           pamphlets  that follow a standard SEC format and are intended to help
           you easily compare our funds with other  companies'  funds.  When you
           invest  you will  receive  a full  prospectus,  which  contains  more
           detailed information about your new fund.

               To order any of these materials, please call 1-800-345-2021.

[left margin]

REAL ESTATE
(REACX)
- -----------------------------------------------------------------------------




Our Message to You
- -----------------------------------------------------------------------------

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

     These are unusual times in the equity markets.  While the fortunes of a few
large growth stocks  flourish,  the vast  majority of stocks  languish -- to the
frustration of portfolio managers and shareholders alike.

     The fiscal year for American Century Real Estate Fund ended March 31, 1999,
and it is safe to say this was a tough 12 months.  Although the  performance  of
publicly traded real estate investment trusts (REITs) picked up just as the year
ended,  these  stocks  were  still  selling  at  considerable  discounts  to the
appraised value of their underlying properties, and sporting substantial yields.
Given the popular pessimism about REIT investing, and the bargains our portfolio
team is  finding,  this may be a good  time to give the fund a closer  look.  We
remain firm believers that REITs will return to favor.

     On the corporate front, this was an exciting year at American Century.  For
one, we consolidated all our funds under the American Century name. While we are
sorry to lose the venerable  Twentieth  Century and Benham names, we believe the
American Century nameplate makes it simpler for you to identify your funds.

     We also  reclassified  our entire  family of 71 funds,  based on investment
goals and risk  levels,  so you can more easily  choose the funds that are right
for you.  A  complete  list of  American  Century  funds  arranged  by their new
classifications is on the inside back cover.

     We also continued to expand the American Century investment team, which has
doubled over the last three years.  Our portfolio  teams have  excellent  depth,
with an array of experienced  managers and analysts,  and we remain committed to
building  and  maintaining  a  talented  management  group.  Performance  is too
hard-won, and our business too competitive, not to do so.

     Speaking of  performance,  take a look at our enhanced Web site.  Among the
new features are daily fund information,  including  performance and price data,
market and national news,  and a Forms Center with access to the  most-requested
investor  forms  and  applications.  You  also  can  sign  up  to  receive  fund
prospectuses and shareholder reports electronically.

     Finally,  a quick  update on Year  2000.  Our  critical  systems  have been
renovated,  tested,  and  returned  to  production.  We  continue  to test these
systems,  as well as  participate  in  industry-wide  tests  with  our  business
partners.

     As always, we appreciate your continued confidence in American Century.

Sincerely,

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

[right margin]

Table of Contents

   Report Highlights ........................................................  2
   Market Perspective .......................................................  3
REAL ESTATE
   Performance ..............................................................  4
   Management Q&A ...........................................................  5
   Fund Allocation ..........................................................  5
   Top Ten Holdings .........................................................  6
   Portfolio at a Glance ....................................................  6
   Types of Investments .....................................................  7
   Schedule of Investments ..................................................  8
   Financial Highlights ..................................................... 16
FINANCIAL STATEMENTS
   Statement of Assets and Liabilities ......................................  9
   Statement of Operations .................................................. 10
   Statements of Changes in Net Assets ...................................... 11
   Notes to Financial Statements ............................................ 12
   Independent Auditor's Report ............................................. 19
OTHER INFORMATION
   Share Class and Retirement Account Information ........................... 20
   Background Information
      Investment Philosophy and Policies .................................... 21
      Fund Management Team .................................................. 21
      Fund Background ....................................................... 21
      Comparative Indices ................................................... 21
      Portfolio Managers .................................................... 21
   Glossary ................................................................. 22


                                                  www.americancentury.com     1




Report Highlights
- -----------------------------------------------------------------------------

MARKET PERSPECTIVE

*    The year ended March 31,  1999,  was a volatile  period for the U.S.  stock
     market. The domestic economy demonstrated strong growth throughout 1998 and
     the first  quarter of 1999.  However,  deteriorating  global  economic  and
     financial conditions ignited investor anxiety and fueled a sharp correction
     in the third quarter of 1998.

*    For most of the year, returns remained  concentrated in a handful of large,
     well-known companies.

*    The  strength of these  large  growth  stocks  lifted  most  popular  stock
     averages.  The  Standard & Poor's 500 Index gained  18.42%,  and the NASDAQ
     Composite was up 34.10%.  The Dow Jones Industrials  crossed 10,000 for the
     first time. However, small- and mid-cap stocks did not fare as well.

*    Real  estate  stocks  suffered  along with value and smaller  stocks,  even
     though the  fundamentals of the commercial real estate market are favorable
     -- demand for office space is strong and occupancy rates are high.

REAL ESTATE FUND

*    American Century Real Estate (ACRE) was down 21.04% for the 12 months ended
     March  31,  1999,  compared  to a loss of  19.66%  for its  benchmark,  the
     Wilshire REIT Index.

*    The real estate  climate  remains  positive  with new supply  approximating
     demand in most markets.  Occupancy  rates remained high,  generating  solid
     rent growth.  REIT stocks are trading at a discount of more than 10% to the
     underlying value of their properties.

*    We continue to see  opportunities in REITs that invest in office buildings,
     especially  properties  located in the  dynamic  West  Coast and  Northeast
     markets where occupancy rates are high. Hotel REITs that invest in upscale,
     full-service hotels in urban areas also performed well.

*    Retail REITs were  negatively  impacted by a perception on Wall Street that
     Internet sales will eliminate the need for brick-and-mortar retail outlets.
     However, the reality is that demand for retail space is still strong.

*    Looking  ahead,  we believe the real estate sector  offers strong  internal
     growth and high yield potential.

[left margin]

"WE CONTINUE TO SEE OPPORTUNITIES IN REITS THAT INVEST IN OFFICE BUILDINGS,
ESPECIALLY PROPERTIES LOCATED IN THE DYNAMIC WEST COAST AND NORTHEAST MARKETS
WHERE OCCUPANCY RATES ARE HIGH."

                REAL ESTATE(1)
                    (REACX)
TOTAL RETURNS:             AS OF 3/31/99
    6 Months                      -4.42%(2)
    1 Year                       -21.04%
INCEPTION DATE:                  9/21/95
NET ASSETS:               $137.0 million(3)

(1) Investor Class.
(2) Not annualized.
(3) Includes Investor, Advisor and Institutional classes.

Investment terms are defined in the Glossary on pages 22-23.


2     1-800-345-2021




Market Perspective from Mark Mallon
- -----------------------------------------------------------------------------

[photo of Mark Mallon]
Mark Mallon, head of specialty,  asset allocation,  and growth and income equity
funds at American Century

BEHIND THE NUMBERS

     The fiscal year for  American  Century  Real Estate Fund (ACRE) ended March
31, 1999.  Although the real estate  market,  including  real estate  investment
trusts  (REITs)  struggled,  it was a good  year  for  the  most  popular  stock
averages.  The Standard & Poor's 500 Index gained 18.42%;  the NASDAQ Composite,
powered by technology  stocks,  was up a whopping  34.10%;  and the Dow Jones 30
Industrials  rose  13.16%.  All three  scored  record  highs,  and the Dow Jones
Industrials crossed 10,000 for the first time ever.

     Hidden in the numbers, however, was the sharp correction at mid-year, which
ended only after the Federal Reserve Board lowered interest rates three times in
rapid  succession and successfully  stabilized  global markets that were reeling
from  economic  crises in Asia,  Latin  America and Russia.  Also hidden was the
market's narrow leadership, which for the most part was confined to large growth
stocks.  For  example,  the S&P  MidCap  400  Index,  a  benchmark  for  midsize
companies,  gained just 0.45% on the year, and the S&P SmallCap 600, an index of
small stocks,  actually lost 19.13%. The Wilshire REIT Index,  ACRE's benchmark,
was down 19.66%.

WINNERS WERE FEW

     For  most of the  year,  the  biggest  market  winners  were a  handful  of
well-known companies. The first quarter of calendar 1999 is representative: Just
five stocks generated half of the S&P 500's performance, and a mere 18 accounted
for the full 100% of index  returns,  according  to Morgan  Stanley Dean Witter.
(Because the S&P 500 is weighted by market value,  the higher the total value of
a company's stock the more it influences index results.)

BOOM TIMES AT HOME

     The Dow  Industrials  and the S&P 500 are not setting  records in a vacuum,
however.  Their  prices  draw  support  from an  extraordinary  economy.  We are
experiencing  the  longest  economic   expansion  in  50  years.   Unemployment,
inflation, and interest rates are as low as they have been in a generation. U.S.
consumers,  who drive  two-thirds of the growth in domestic  goods and services,
remain confident.

REITS: ASSETS AT A DISCOUNT

     Even though the  fundamentals of the commercial real estate market are very
favorable, REITs -- along with most value and smaller stocks -- have had trouble
competing with growth stocks.  Demand for office space and housing is strong and
occupancy rates are high,  however.  Many REITS are now trading at a discount of
10%-plus to the market value of their  underlying  properties.  Dividend  yields
often  exceed 7%. From a  historical  perspective,  REITs are selling at bargain
prices.

[right margin]

"MANY REITS ARE NOW TRADING AT A DISCOUNT OF 10%-PLUS TO THE MARKET VALUE OF
THEIR UNDERLYING PROPERTIES."

MARKET RETURNS
FOR THE YEAR ENDED MARCH 31, 1999
S&P 500                       18.42%
WILSHIRE REIT                -19.66%
Sources: Lipper Inc. and Frank Russell Co.

[chart data shown below]

MARKET PERFORMANCE (GROWTH OF $1.00)
FOR THE YEAR ENDED MARCH 31, 1999

           S&P 500     Wilshire REIT Index
3/31/98     1.00             1.00
4/30/98     1.01             0.97
5/31/98     0.99             0.96
6/30/98     1.03             0.96
7/31/98     1.02             0.89
8/31/98     0.87             0.81
9/30/98     0.93             0.86
10/31/98    1.01             0.84
11/30/98    1.07             0.85
12/31/98    1.13             0.84
1/31/99     1.18             0.82
2/28/99     1.14             0.80
3/31/99     1.18             0.80

Value on 3/31/99
S&P 500 $1.18
Wilshire REIT $0.80


                                                  www.americancentury.com     3




ACRE--Performance
- -----------------------------------------------------------------------------

TOTAL RETURNS AS OF MARCH 31, 1999

<TABLE>
                    INVESTOR CLASS              ADVISOR CLASS            INSTITUTIONAL CLASS
                (INCEPTION 9/21/95)(1)       (INCEPTION 10/6/98)         (INCEPTION 6/16/97)
                ACRE     WILSHIRE REIT      ACRE     WILSHIRE REIT      ACRE     WILSHIRE REIT
<S>             <C>     <C>               <C>        <C>              <C>           <C>
6 MONTHS(2)    -4.42%       -6.19%           --           --           -4.29%        -6.19%
1 YEAR        -21.04%      -19.66%           --           --          -20.77%       -19.66%

AVERAGE ANNUAL RETURNS

3 YEARS        10.06%        8.30%           --           --             --         --
LIFE OF FUND   11.16%        9.12%(3)       2.25%      -5.83%(4)       -4.08%      -5.83%(5)
</TABLE>

(1)  The  inception  date  for  RREEF  Real  Estate   Securities  Fund,   ACRE's
     predecessor. That fund merged with ACRE on 6/13/97 and was first offered to
     the public on 6/16/97.

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

(3)  Since  9/30/95,  the date nearest the class's  inception for which data are
     available.

(4)  Since 10/31/98,  the date nearest the class's  inception for which data are
     available.

(5)  Since  6/30/97,  the date nearest the class's  inception for which data are
     available.

See pages 20-23 for  information  about share classes,  the Wilshire REIT Index,
and returns.

[graph data shown below]

GROWTH OF $10,000 OVER LIFE OF FUND

        Real Estate Fund     Wilshire REIT Index
Date        Value                   Value
9/21/95     10,000                 10,000
12/31/95    10,500                 10,405
3/31/96     10,883                 10,686
6/30/96     11,350                 11,124
9/30/96     12,329                 11,874
12/31/96    14,784                 14,260
3/31/97     15,320                 14,404
6/30/97     16,096                 15,079
9/30/97     18,438                 16,885
12/31/97    18,510                 17,066
3/31/98     18,386                 16,895
6/30/98     17,529                 16,192
9/30/98     15,189                 14,469
12/31/98    15,159                 14,164
3/31/99     14,518                 13,573

Value on 3/31/99
ACRE $14,518
Wilshire REIT Index $13,573

The graph at left shows the growth of a $10,000  investment over the life of the
fund,  while the chart  below  shows the fund's  year-by-year  performance.  The
Wilshire  REIT Index is provided  for  comparison  in each graph.  ACRE's  total
returns  include  operating  expenses (such as transaction  costs and management
fees) that reduce returns, while the total returns of the Wilshire REIT Index do
not. The graphs are based on Investor Class shares only;  performance  for other
classes will vary due to differences  in fee  structures  (see the Total Returns
table above).  Past performance  does not guarantee  future results.  Investment
return and principal value will fluctuate,  and redemption  value may be more or
less than original cost.

[graph data shown below]

ONE-YEAR RETURNS OVER LIFE OF FUND (PERIODS ENDED MARCH 31)

           Real Estate     Wilshire REIT Index
Date         Return               Return
3/31/96       8.83                6.85
3/31/97      40.77               34.79
3/31/98      20.03               17.28
3/31/99     -21.04              -22.91

*From September 21, 1995 to March 31, 1996.


4     1-800-345-2021




ACRE -- Q&A
- -----------------------------------------------------------------------------

[photo of Karen Knudson and Kim Redding]
Karen Knudson and Kim Redding, portfolio managers of ACRE

     An interview with Kim Redding and Karen Knudson,  portfolio managers on the
American Century Real Estate Fund investment team.

HOW DID THE FUND PERFORM DURING ITS FISCAL YEAR?*

     For the 12 months ended March 31, 1999, ACRE was down 21.04%, compared to a
decline of 19.66% for the Wilshire REIT Index,  ACRE's  benchmark.  For the same
period,  the S&P 500 rose 18.42%.  In the second half of the fiscal  year,  ACRE
declined 4.42%, compared to a 6.19% loss for the Wilshire REIT Index.

     ACRE's  average  annual  total  return for the past three years was 10.06%,
ranking it 10th out of 50 real estate funds tracked by Lipper Inc. For one year,
the fund ranked 64th among 106 funds tracked by Lipper.

WHY HAVE PUBLICLY TRADED REAL ESTATE STOCKS AND TRUSTS CONTINUED TO UNDERPERFORM
THE BROADER STOCK MARKET?

     We think the  downturn in publicly  traded  real estate  investment  trusts
(REITs)  continues to be capital driven -- the result of investors moving out of
the sector and into large growth  stocks rather than a reflection of real estate
fundamentals.   The  real  estate  climate  remains  positive  with  new  supply
approximating  demand  for space in most  markets.  There are a few  pockets  of
overbuilding,  but not a general trend.  Occupancy rates remain high, generating
solid rent growth.  We are currently  enjoying a good  environment for sustained
attractive property returns.

     The  recent  broader  stock  market  gains  have  been  driven  mainly by a
relatively few large growth  companies.  Many other  companies have  languished.
Unfortunately, REITs have been part of the many-other-company group.

     In a trend that has gone on since October 1997, REIT share prices have been
declining in value as investors have pulled money from REIT stocks.

     However,  funds from operations,  or FFO (the most commonly used measure of
earnings performance), grew 9.57% on average for the REITs in the portfolio this
year.

IN OTHER WORDS, REIT FUNDAMENTALS LOOK GOOD, IN SPITE OF THE PRICE DECLINE?

     Yes. We are seeing a divergence  between the performance of REIT stocks and
the rising value of the underlying properties owned by the REITs. Currently, you
can buy real estate at a discount by purchasing REITs.

     As evidence of the divergence, an index of $64 billion of property directly
owned by institutions  tracked by the National Council of Real Estate Investment
Fiduciaries  (NCREIF) rose 16% in 1998,  while the Wilshire REIT Index  declined
17%.  NCREIF's index has not yet been updated  through the first quarter of 1999
because of a lengthy appraisal process.

[right margin]

"CURRENTLY, YOU CAN BUY REAL ESTATE AT A DISCOUNT BY PURCHASING REITS."

[pie chart data shown below]

FUND ALLOCATION
AS OF MARCH 31, 1999
Office                     32%
Mall & Shopping Center     21%
Multi-Family Residential   19%
Industrial                 10%
Hotel                       9%
Other                       9%


[pie chart data shown below]
REIT MARKET ALLOCATION
AS OF MARCH 31, 1999
Office                     26%
Mall                       11%
Multi-Family Residential   21%
Industrial                 10%
Shopping Center             9%
Hotel                       8%
Self-Storage                5%
Other                      10%

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


                                                  www.americancentury.com     5




ACRE--Q&A
- -----------------------------------------------------------------------------
                                                                    (Continued)

     We  estimate  that most  property  sectors  of the REIT  market  trade at a
discount greater than 10% to the underlying value of their  properties.  In some
cases,  the  discount  is as high as 50%.  The REIT  market is now  trading on a
price-to-forward  earnings  multiple  of 8.5,  the lowest in more than 13 years.
Plus,  the average REIT dividend  yield of 7.5% is the highest it's been in more
than five years. In spite of these statistics,  REIT stocks continued to perform
poorly.

WHAT CHANGES HAVE YOU MADE TO ACRE'S PORTFOLIO TO RESPOND TO THE REIT MARKET?

     We continue to see opportunities in the office sector. As a matter of fact,
four of our top five holdings  were office  companies:  Mack-Cali  Realty Corp.,
Arden Realty, Inc., CarrAmerica Realty Corp. and Equity Office Properties Trust

     We have used this  opportunity to continue to add to REITs that have strong
internal  growth because their  properties are located in dynamic  markets.  The
best  example  is our  overweighting  in office  REITs,  especially  those  with
substantial  exposure to the healthy  West Coast and  Northeast  markets.  Arden
Realty and Kilroy  Realty Corp.  provide West Coast  office  property  exposure,
while Mack-Cali and SL Green Realty Corp. have large Northeast holdings.

     Another REIT we added to was Simon DeBartolo  Group,  Inc., a regional mall
company,  which  was the  number-one  holding.  DeBartolo  Group is the  largest
owner-operator  of regional  malls in the country  and has  completed  portfolio
acquisitions that enhance its dominant position. Its portfolio gives the company
a strong  bargaining  position  when  negotiating  terms with its  national  and
regional retail tenants.

WHICH COMPANIES CONTRIBUTED MOST TO ACRE'S PERFORMANCE?

     Over the past six months, office REITs Mack-Cali, Arden and CarrAmerica all
turned in positive performance because these companies hold properties in strong
markets with high occupancy rates.  That, in turn,  generates revenue and growth
in funds from operations.

     For example, Arden -- a Southern  California-based  office REIT with assets
mainly  located in Los Angeles and San Diego -- experienced a good rebound since
the third  quarter of 1998.  Demand for office  space in its  markets is pushing
rents up at a healthy 8% annual rate.

     ACRE's hotel holdings -- Meristar Hotels & Resorts, Host Marriott Corp. and
Starwood Hotels & Resorts Worldwide -- all were positive  performers relative to
both the benchmark and the hotel sector. These companies mainly operate upscale,
full-service  hotels  in urban  areas  that do not face as much  competition  as
limited  service  hotel  chains,  and thus were able to perform  better than the
sector as a whole.

WHICH STOCKS OR SECTORS HURT PERFORMANCE?

     There has been quite a  significant  rotation in the  sectors  over the two
halves of the fiscal year. In the first half,  office  buildings and hotels were
at the bottom of the barrel, while regional malls and retail companies did well.
Except for hotels, the situation has flip-flopped over the last six months.

     The  regional  mall and retail REIT sectors did not perform well during the
last six months for two  reasons.  First,  some  investors  seem to have a bleak
outlook for the sector because of the threat from on-line commerce. Investors

[left margin]

TOP TEN HOLDINGS
                                    % OF FUND INVESTMENTS
                                         AS OF     AS OF
                                       3/31/99   9/30/98
   SIMON DEBARTOLO GROUP, INC.           6.0%      4.9%
   MACK-CALI REALTY CORP.                5.7%      5.6%
   ARDEN REALTY, INC.                    5.0%      4.3%
   CARRAMERICA REALTY CORP.              4.8%      4.1%
   EQUITY OFFICE PROPERTIES TRUST        4.6%      0.7%
   PUBLIC STORAGE, INC.                  4.4%      2.0%
   GENERAL GROWTH PROPERTIES, INC.       4.4%      4.5%
   MERISTAR HOSPITALITY CORP.            4.0%      3.6%
   AVALON BAY COMMUNITIES, INC.          3.8%      4.7%
   EQUITY RESIDENTIAL PROPERTIES TRUST   3.7%      1.9%

PORTFOLIO AT A GLANCE
                                       3/31/99   3/31/98
NO. OF COMPANIES                          41        40
MEDIAN REIT FFO(1) RATIO                 12.76     12.4
MEDIAN MARKET CAPITALIZATION             $1.0      $817
                                       BILLION   MILLION
PORTFOLIO TURNOVER                        66%      28%(2)
EXPENSE RATIO (FOR INVESTOR CLASS)       1.20%    1.15%(3)

(1)  Funds from operations.
(2)  Five months ended 3/31/98.
(3)  After expense waiver. Annualized.

Investment terms are defined in the Glossary on pages 22-23.


6     1-800-345-2021




ACRE--Q&A
- -----------------------------------------------------------------------------
                                                                    (Continued)

fear that the Internet  may snatch sales away from tenants in these  properties,
and that  ultimately  will reduce demand for retail space.  Second,  many retail
REITs  traditionally  have a larger  number of  vacancies  in the first  quarter
because retailers usually do not want to move until after the Christmas shopping
season ends.

     ACRE's retail holdings are relatively  small, so the impact of the sector's
underperformance  was  minimized.  One of the worst  performers  was retail REIT
Developers  Diversified Realty Corp. Along with the negative overall retail REIT
climate,  Developers  Diversified  was  hurt by the high  amount  of debt on its
books.

WHAT IS YOUR  OUTLOOK FOR BOTH THE GENERAL  REAL ESTATE  MARKET AND FOR PUBLICLY
HELD REITS?

     We believe  the outlook for real estate is healthy and that the asset value
of REIT holdings will continue to rise over the next year. Because of a very low
stock valuation,  Irvine Apartment Communities Inc. (not an ACRE holding),  will
be taken private near its full net asset value.  Two other  apartment REITs have
received bids from investors who want to take them private.  As these  companies
are being  bought near full asset  value,  buying REIT stocks at a discount  now
offers both strong dividend yields and, perhaps,  additional  benefits over time
if this consolidation continues.

     Although  investors  have  recently  sold off retail REITs because of fears
that  Internet  sales will  damage that  sector,  a recent  Merrill  Lynch study
demonstrates  that the reality is quite  different,  and predicts  on-line sales
will not surpass  traditional  retail sales for many years.  The study  projects
that sales over the Internet, excluding cars and airline tickets, will grow from
$8  billion in 1998 to $100  billion  in the year  2003,  or just 4% of the $2.3
trillion in total retail sales  projected for that year  (assuming the total pie
will grow about 4% annually).  After surveying 36 retail REIT tenants, the study
found that these  retailers  plan to open more stores in 1999 than they did last
year.  The reality is that  leasing  demand for retail space has been strong and
occupancy rates are high.

     As a result,  we believe that the positive real estate  environment  should
help  public  real  estate  companies  grow  earnings at 8-10% in 1999 -- a very
healthy rate.

[right margin]

"... WE BELIEVE THAT THE POSITIVE REAL ESTATE ENVIRONMENT SHOULD HELP PUBLIC
REAL ESTATE COMPANIES GROW EARNINGS AT 8-10% IN 1999 -- A VERY HEALTHY RATE."

[pie chart data shown below]

TYPES OF INVESTMENTS IN THE PORTFOLIO
AS OF MARCH 31, 1999
Common Stocks             100%

AS OF SEPTEMBER 30, 1998
Common Stocks              96%
Temporary Investments       4%


                                                 www.americancentury.com      7




ACRE--Schedule of Investments
- -----------------------------------------------------------------------------

MARCH 31, 1999

Shares                                                          Value
- -----------------------------------------------------------------------------
COMMON STOCKS -- 100%

DIVERSIFIED COMPANIES -- 4.3%
     173,700  Crescent Real Estate Equities Co.                   $  3,734,550
     142,600  Developers Diversified Realty Corp.                    2,040,963
       6,565  Vornado Operating Co.(1)                                  39,390
                                                                  -------------
                                                                     5,814,903
                                                                  -------------
HOTELS -- 9.3%
      14,710  Crestline Capital Corp.(1)                               226,166
      27,000  FelCor Lodging Trust Inc.                                626,063
     272,497  Host Marriott Corp.                                    3,031,529
     299,755  Meristar Hospitality Corp.                             5,451,794
      98,100  Meristar Hotels & Resorts, Inc.(1)                       269,775
     128,270  Patriot American Hospitality, Inc.                       657,384
      79,420  Starwood Hotels & Resorts Worldwide, Inc.              2,268,434
                                                                  -------------
                                                                    12,531,145
                                                                  -------------
INDUSTRIAL -- 10.4%
     179,700  AMB Property Corp.                                     3,728,775
     226,200  Liberty Property Trust                                 4,693,650
     177,910  Prologis Trust                                         3,647,155
      68,300  Weeks Corp.                                            1,950,819
                                                                  -------------
                                                                    14,020,399
                                                                  -------------
MULTI-FAMILY RESIDENTIAL -- 18.9%
     135,000  Apartment Investment and                               4,893,750
                 Management Co.
     175,600  Archstone Communities Trust                            3,533,950
     160,169  AvalonBay Communities Inc.                             5,065,345
          89  Camden Property Trust                                      2,203
     120,702  Equity Residential Properties Trust                    4,978,958
     164,800  Essex Property Trust, Inc.                             4,305,400
      51,200  Smith (Charles E.) Residential
                 Realty, Inc.                                        1,577,600
      57,500  Walden Residential Properties, Inc.                    1,013,438
                                                                  -------------
                                                                    25,370,644
                                                                  -------------
NEIGHBORHOOD & COMMUNITY SHOPPING CENTERS -- 7.0%
     100,800  Bradley Real Estate, Inc.                              1,827,000
      84,750  JDN Realty Corp.                                       1,684,406
      43,000  Kimco Realty Corporation                               1,585,625
     125,900  Vornado Realty Trust                                   4,343,550
                                                                  -------------
                                                                     9,440,581
                                                                  -------------
OFFICE -- 32.2%
     300,100  Arden Realty, Inc.                                     6,677,225
     150,000  Beacon Properties Corp. (Acquired
                 3/17/98, Cost $3,000,000)(2)                        2,268,750
     296,000  CarrAmerica Realty Corp.                               6,530,500
     242,900  Equity Office Properties Trust                         6,178,765
     181,500  Kilroy Realty Corp.                                    3,720,750
     259,000  Mack-Cali Realty Corp.                                 7,608,125
     215,200  SL Green Realty Corp.                                  4,048,450
       3,100  Spieker Properties, Inc.                                 109,275
     105,300  Tower Realty Trust, Inc.                               1,994,119
     230,200  TrizecHahn Corporation                                 4,229,925
                                                                  -------------
                                                                    43,365,884
                                                                  -------------
REGIONAL MALLS -- 13.5%
     181,300  General Growth Properties, Inc.                        5,880,919
     126,600  Macerich Co. (The)                                     2,872,238
      79,700  Mills Corp.                                            1,429,619
     292,300  Simon DeBartolo Group Inc.                             8,019,981
                                                                  -------------
                                                                    18,202,757
                                                                  -------------
STORAGE -- 4.4%
     236,288  Public Storage, Inc.                                   5,907,200
                                                                  -------------
TOTAL INVESTMENT SECURITIES -- 100.0%                             $134,653,513
   (Cost $152,794,818)                                            =============

NOTES TO SCHEDULE OF INVESTMENTS
(1)  Non-income producing.
(2)  Security was purchased  under Rule 144A of the Securities Act of 1933 or is
     a private  placement and, unless  registered under the Act or exempted from
     registration,  may only be sold to qualified institutional  investors.  The
     aggregate value of restricted  securities at March 31, 1999 was $2,268,750,
     which represented 1.7% of net assets.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  tells  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:
* a list of each investment
* the number of shares of each stock
* the market value of each investment
* the percentage of total investments in each industry
* the percent and dollar breakdown of each investment category

                                               See Notes to Financial Statements


8     1-800-345-2021




Statement of Assets and Liabilities
- -----------------------------------------------------------------------------

MARCH 31, 1999

ASSETS
Investment securities, at value
(identified cost of $152,794,818) (Note 3) ....................   $ 134,653,513
Cash ..........................................................       1,071,786
Receivable for investments sold ...............................         773,242
Dividend and interest receivable ..............................       1,044,138
                                                                  -------------
                                                                    137,542,679
                                                                  -------------
LIABILITIES
Payable for investments purchased .............................         302,767
Payable for capital shares redeemed ...........................          54,576
Payable for management fees (Note 2) ..........................         136,366
Distribution fees payable (Note 2) ............................              81
Service fees payable (Note 2) .................................              81
Payable for directors' fees and expenses ......................             119
Other liabilities .............................................             146
                                                                  -------------
                                                                        494,136
                                                                  -------------
Net Assets ....................................................   $ 137,048,543
                                                                  =============
NET ASSETS CONSIST OF:
Capital (par value and paid-in surplus) .......................   $ 170,979,506
Undistributed net investment income ...........................         746,412
Accumulated net realized loss on investment transactions ......     (16,536,070)
Net unrealized depreciation on investments (Note 3) ...........     (18,141,305)
                                                                  -------------
                                                                  $ 137,048,543
                                                                  =============
Investor Class
Net assets ....................................................   $ 110,285,177
Shares outstanding ............................................       9,110,962
Net asset value per share .....................................   $       12.10

Advisor Class
Net assets ....................................................   $     448,579
Shares outstanding ............................................          37,063
Net asset value per share .....................................   $       12.10

Institutional Class
Net assets ....................................................   $  26,314,787
Shares outstanding ............................................       2,173,167
Net asset value per share .....................................   $       12.11

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF ASSETS AND  LIABILITIES--This  statement details
what the fund owns (assets),  what it owes (liabilities),  and its net assets as
of the last day of the period.  If you subtract  what the fund owes from what it
owns,  you get the fund's net assets.  For each class of shares,  the net assets
divided  by the total  number of  shares  outstanding  gives you the price of an
individual share, or the net asset value per share.

NET ASSETS are also broken down by capital (money invested by shareholders); net
investment  income not yet paid to  shareholders or net investment  losses;  net
gains earned on investments  but not yet paid to  shareholders  or net losses on
investments (known as realized gains or losses); and finally, gains or losses on
securities  still  owned  by the  fund  (known  as  unrealized  appreciation  or
depreciation).  This  breakdown  tells  you the  value  of net  assets  that are
performance-related,  such as investment  gains or losses,  and the value of net
assets that are not related to performance,  such as shareholder investments and
redemptions.

See Notes to Financial Statements


                                                   www.americancentury.com     9




Statement of Operations
- -----------------------------------------------------------------------------

YEAR ENDED MARCH 31, 1999

INVESTMENT INCOME
Income:
Dividends (net of foreign taxes withheld of $10,156)             $   9,410,776
Interest                                                               199,453
                                                                  -------------
                                                                     9,610,229
                                                                  -------------

Expenses: (Note 2)
Management fees                                                      1,700,461
Distribution fees -- Advisor Class                                         177
Service fees -- Advisor Class                                              177
Directors' fees and expenses                                             1,314
                                                                  -------------
                                                                     1,702,129
                                                                  -------------

Net investment income                                                7,908,100
                                                                  -------------

REALIZED AND UNREALIZED LOSS ON INVESTMENTS (NOTE 3)
Net realized loss on investments                                   (18,562,395)
Change in net unrealized depreciation on investments               (23,965,828)
                                                                  -------------

Net realized and unrealized loss on investments                    (42,528,223)
                                                                  -------------

Net Decrease in Net Assets Resulting from Operations              $(34,620,123)
                                                                  ==============

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF  OPERATIONS--This  statement breaks down how the
fund's  net  assets  changed  during  the  period  as a  result  of  the  fund's
operations.  It tells you how much money the fund made or lost after taking into
account income,  fees and expenses,  and investment gains or losses. It does not
include shareholder transactions and distributions.

Fund OPERATIONS include:
* income earned from investments (dividend and interest)
* management fees and other expenses
* gains or losses from selling investments (known as realized gains or losses)
* gains or losses on current fund holdings (known as unrealized  appreciation or
  depreciation)

                                               See Notes to Financial Statements


10     1-800-345-2021




Statements of Changes in Net Assets
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31, 1999,
PERIOD ENDED MARCH 31, 1998 AND YEAR ENDED OCTOBER 31, 1997

Increase (Decrease) in Net Assets                     MARCH 31, 1999  MARCH 31, 1998(1) OCTOBER 31, 1997
OPERATIONS
<S>                                                   <C>              <C>              <C>
Net investment income .............................   $   7,908,100    $   1,967,271    $  1,264,317
Net realized gain (loss)
 on investment transactions .......................     (18,562,395)       1,192,469       2,097,147
Change in net unrealized appreciation
  (depreciation) on investments ...................     (23,965,828)         344,165       4,737,101
                                                      -------------    -------------    ------------
Net increase (decrease) in net assets
 resulting from operations ........................     (34,620,123)       3,503,905       8,098,565
                                                      -------------    -------------    ------------
DISTRIBUTIONS TO
SHAREHOLDERS
From net investment
income:
  Investor Class ..................................      (4,933,750)      (1,148,389)       (748,247)
  Advisor Class ...................................          (4,632)
  Institutional Class .............................      (1,054,610)        (157,612)        (75,141)
From net realized gains on investment transactions:
  Investor Class ..................................      (1,111,296)      (1,639,725)       (643,767)
  Advisor Class ...................................            (325)            --              --
  Institutional Class .............................        (266,386)        (222,854)           --
                                                      -------------    -------------    ------------
Decrease in net assets from distributions .........      (7,370,999)      (3,168,580)     (1,467,155)
                                                      -------------    -------------    ------------
CAPITAL SHARE TRANSACTIONS (NOTE 4)
Net increase in net assets from
 capital share transactions .......................      28,322,183       60,085,338      76,456,053
                                                      -------------    -------------    ------------
Net increase (decrease) in net assets .............     (13,668,939)      60,420,663      83,087,463

NET
ASSETS
Beginning of period ...............................     150,717,482       90,296,819       7,209,356
                                                      -------------    -------------    ------------
End of period .....................................   $ 137,048,543    $ 150,717,482    $ 90,296,819
                                                      =============    =============    ============
Undistributed net investment income ...............   $     746,412    $     409,964    $    239,230
                                                      =============    =============    ============
</TABLE>

(1)  The  fund's  fiscal  year  end was  changed  from  October  31 to  March 31
     resulting in a five month reporting period.

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF CHANGES IN NET ASSETS--These statements show how
the fund's net assets changed over the past three reporting periods.  It details
how much a fund grew or shrank as a result of:

* operations -- a summary of the Statement of Operations  from the previous page
  for the most recent period

* distributions -- income and gains distributed to shareholders

* share transactions -- shareholders' purchases, reinvestments, and redemptions

Net  assets  at the  beginning  of  the  period  plus  the  sum  of  operations,
distributions  to  shareholders  and capital  share  transactions  result in net
assets at the end of the period.

See Notes to Financial Statements


                                                  www.americancentury.com     11




Notes to Financial Statements
- -----------------------------------------------------------------------------

MARCH 31, 1999

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION -- American Century Capital Portfolios, Inc. (the corporation)
is registered under the Investment Company Act of 1940 as an open-end management
investment company.  Real Estate Fund (the fund) is one of the five funds issued
by the corporation.  The fund is non-diversified  under the 1940 Act. The fund's
investment  objective  is  long-term  capital  appreciation  with  income  as  a
secondary  objective.  The fund  seeks to achieve  its  objective  by  investing
primarily  in  securities  issued by real  estate  investment  trusts and in the
securities  of  companies  which  are  principally  engaged  in the real  estate
industry.  There are certain  additional risks involved in investing in the fund
than a more  diversified  portfolio of  investments.  The fund may be subject to
certain risks similar to those  associated with direct  ownership of real estate
including but not limited to: local or regional economic conditions,  changes in
zoning laws,  credit risk,  and interest  rate risk.  The fund is  authorized to
issue three classes of shares:  the Investor Class,  the Advisor Class,  and the
Institutional  Class.  The three classes of shares differ  principally  in their
respective shareholder servicing and distribution expenses and arrangements. All
shares of the fund  represent  an equal pro rata  interest  in the assets of the
class  to  which  such  shares  belong,  and have  identical  voting,  dividend,
liquidation and other rights and the same terms and conditions, except for class
specific  expenses  and  exclusive  rights  to vote on  matters  affecting  only
individual classes.  Sale of the Advisor Class commenced on October 6, 1998. The
following  significant  accounting  policies are in  accordance  with  generally
accepted  accounting  principles;  these  principles  may  require  the  use  of
estimates by fund management.

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

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

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

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

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

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

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

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


12     1-800-345-2021




Notes to Financial Statements
- -----------------------------------------------------------------------------
                                                                    (Continued)

MARCH 31, 1999

     At March 31,  1999,  the fund had  accumulated  net  realized  capital loss
carryovers  for federal  income tax  purposes of  $7,775,689  (expiring in 2007)
which may be used to offset future taxable gains.

     ADDITIONAL   INFORMATION   --  Funds   Distributor,   Inc.   (FDI)  is  the
corporation's  distributor.  Certain  officers  of FDI are also  officers of the
corporation.

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

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

     On January 27, 1998,  substantially  all of the assets of RREEF Real Estate
Securities Advisors L.P. (RESA), the subadvisor of the fund since June 13, 1997,
were acquired by RoProperty Services, B.V. The new entity adopted the name RREEF
America,  L.L.C.  (RREEF).  As a  result  of the  acquisition,  the  subadvisory
agreement  between RESA and ACIM was  terminated  on that date and replaced by a
substantially identical subadvisory agreement with RREEF, which was subsequently
approved by the fund's Board of Directors and shareholders. The terms of the new
subadvisory  agreement  between RREEF and ACIM are identical in all  substantive
respects to the old subadvisory agreement.  The subadvisor will continue to make
investment  decisions  for the fund in  accordance  with the  fund's  investment
objectives,  policies,  and  restrictions  under the supervision of ACIM and the
Board  of  Directors.  ACIM  will  continue  to pay all  costs  associated  with
retaining RREEF as the subadvisor of the fund.

     The Board of Directors has adopted a Master  Distribution  and  Shareholder
Services  Plan (the plan) for the Advisor  Class,  pursuant to Rule 12b-1 of the
Investment Company Act of 1940. The plan provides that the fund will pay ACIM an
annual  distribution fee equal to 0.25% and service fee equal to 0.25%. The fees
are computed daily and paid monthly based on the Advisor  Class's  average daily
closing net assets  during the previous  month.  The  distribution  fee provides
compensation for distribution  expenses incurred by financial  intermediaries in
connection  with  distributing  shares of the Advisor Class  including,  but not
limited to, payments to brokers,  dealers, and financial  institutions that have
entered into sales  agreements  with respect to shares of the fund.  The service
fee provides  compensation for shareholder and administrative  services rendered
by ACIM,  its  affiliates or independent  third party  providers.  Fees incurred
under the plan for the period October 6, 1998 through March 31, 1999 were $354.

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

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

     Securities   purchased,    excluding   short-term   investments,    totaled
$127,199,372.   Securities  sold,  excluding  short-term  investments,   totaled
$93,382,870.

     As  of  March  31,  1999,  accumulated  net  unrealized   depreciation  was
$21,488,163,  based on the aggregate cost of investments  for federal income tax
purposes of $156,141,676, which consisted of unrealized appreciation of $564,933
and unrealized depreciation of $22,053,096.


                                                  www.americancentury.com     13




Notes to Financial Statements
- -----------------------------------------------------------------------------
                                                                    (Continued)

MARCH 31, 1999

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

  All  shares are $0.01 par  value.  Transactions  in shares of the fund were as
follows:

                                                  SHARES             AMOUNT
INVESTOR CLASS
Shares Authorized .............................  50,000,000
                                               =============
Year ended March 31, 1999
Sold ..........................................   8,944,040       $124,299,797
Issued in reinvestment of distributions .......     425,283          5,522,971
Redeemed ......................................  (8,692,855)      (118,594,866)
                                               -------------      -------------
Net increase ..................................     676,468     $   11,227,902
                                               =============      =============
November 1, 1997 through March 31, 1998(1)
Sold ..........................................   5,826,845        $93,379,453
Issued in reinvestment of distributions .......     157,495          2,477,404
Redeemed ......................................  (2,340,053)       (37,157,594)
                                               -------------      -------------
Net increase ..................................   3,644,287        $58,699,263
                                               =============      =============
Year ended October 31, 1997
Sold ..........................................   6,483,094        $99,753,311
Issued in reinvestment of distributions .......      84,010          1,191,452
Redeemed ......................................  (2,363,280)       (36,295,993)
                                               -------------      -------------
Net increase ..................................   4,203,824        $64,648,770
                                               =============      =============

ADVISOR CLASS
Shares Authorized .............................  25,000,000
                                               =============
October 6, 1998 through March 31, 1999(2)
Sold ..........................................      38,324           $475,941
Issued in reinvestment of distributions .......         418              4,957
Redeemed ......................................      (1,678)           (21,062)
                                               -------------      -------------
Net increase ..................................      37,064          $ 459,836
                                               =============      =============

(1)  The  fund's  fiscal  year  end was  changed  from  October  31 to  March 31
     resulting in a five month reporting period.

(2)  Sale of the Advisor Class commenced on October 6, 1998.


14     1-800-345-2021




Notes to Financial Statements
- -----------------------------------------------------------------------------
                                                                    (Continued)

MARCH 31, 1999

- --------------------------------------------------------------------------------
4. CAPITAL SHARE TRANSACTIONS (CONTINUED)

                                                     SHARES           AMOUNT
INSTITUTIONAL CLASS
Shares Authorized .............................  25,000,000
                                               =============
Year ended March 31, 1999
Sold ..........................................   2,180,812        $28,623,703
Issued in reinvestment of distributions .......      82,762          1,052,355
Redeemed ......................................  (1,008,425)       (13,041,613)
                                               -------------      -------------
Net increase ..................................   1,255,149        $16,634,445
                                               =============      =============
November 1, 1997 through March 31, 1998(1)
Sold ..........................................      97,111         $1,570,964
Issued in reinvestment of distributions .......      16,658            261,865

Redeemed ......................................     (27,808)          (446,754)
                                               -------------      -------------
Net increase ..................................      85,961         $1,386,075
                                               =============      =============
June 16, 1997 through October 31, 1997(2)
Sold ..........................................     848,207        $12,080,751
Issued in reinvestment of distributions .......       2,083             33,813
Redeemed ......................................     (18,233)          (307,281)
                                               -------------      -------------
Net increase ..................................     832,057        $11,807,283
                                               =============      =============

(1) The fund's fiscal year end was changed from October 31 to March 31 resulting
    in a five month reporting period.

(2) Sale of the Institutional Class commenced on June 16, 1997.

- --------------------------------------------------------------------------------
5. BANK LOANS

    Effective  December  18,  1998,  the fund,  along with  certain  other funds
managed by ACIM,  entered  into an  unsecured  $570,000,000  bank line of credit
agreement  with  Chase  Manhattan  Bank.  Borrowings  under the  agreement  bear
interest at the Federal  Funds rate plus  0.40%.  The fund may borrow  money for
temporary or emergency  purposes to fund shareholder  redemptions.  The fund did
not borrow from the line during the period  December 18, 1998 through  March 31,
1999.

- --------------------------------------------------------------------------------
6. FUND EVENTS

  The following name change became effective March 1, 1999:

           NEW NAME               FORMER NAME
  FUND:    Real Estate Fund       American Century Real Estate Fund


                                                 www.americancentury.com     15




ACRE--Financial Highlights
- -----------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                                                     Investor Class
                                                            1999           1998(1)         1997(1)       1996(1)     1995(1)(2)
PER-SHARE DATA
<S>                                                     <C>            <C>             <C>             <C>           <C>
Net Asset Value, Beginning of Period .................. $     16.12    $     16.06     $     12.29     $      9.82   $     10.00
                                                        -----------    -----------     -----------     -----------   -----------
Income From Investment Operations
  Net Investment Income ...............................        0.73(3)        0.25(3)         0.67(3)         0.55          0.07
  Net Realized and Unrealized Gain (Loss)
  on Investment Transactions ..........................       (4.09)          0.26            4.13            2.27         (0.25)
                                                        -----------    -----------     -----------     -----------   -----------
  Total From Investment Operations ....................       (3.36)          0.51            4.80            2.82         (0.18)
                                                        -----------    -----------     -----------     -----------   -----------
Distributions
  From Net Investment Income ..........................       (0.54)         (0.18)          (0.48)          (0.35)         --
  From Net Realized Gains on Investment Transactions ..       (0.12)         (0.27)          (0.55)           --            --
                                                        -----------    -----------     -----------     -----------   -----------
  Total Distributions .................................       (0.66)         (0.45)          (1.03)          (0.35)         --
                                                        -----------    -----------     -----------     -----------   -----------
Net Asset Value, End of Period ........................ $     12.10    $     16.12     $     16.06     $     12.29   $      9.82
                                                        ===========    ===========     ===========     ===========   ===========
  Total Return(4) .....................................      (21.04)%         3.26%          40.69%          29.28%        (1.80)%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets .....        1.20%          1.15%(5)        1.17%           1.00%         1.50%(5)
Ratio of Operating Expenses to Average Net Assets
(before expense waivers and reimbursements)(6) ........        1.20%          1.20%(5)        1.82%           6.83%        14.83%(5)
Ratio of Net Investment Income to Average Net Assets ..        5.41%          3.75%(5)        4.48%           5.84%         6.66%(5)
Ratio of Net Investment Income to Average Net Assets
(before expense waivers and reimbursements)(6) ........        5.41%          3.70%(5)        3.84%           0.01%   (6.67)%(5)
Portfolio Turnover Rate ...............................          66%            28%             69%             86%         --
Net Assets, End of Period (in thousands) .............. $   110,285    $   135,922     $    76,932     $     7,209   $     2,983
</TABLE>

(1)  The period ended March 31, 1998 represents a five month  reporting  period.
     The fund's  fiscal year end was changed  from October 31 to March 31 during
     the period.  Periods prior to 1998 are based on a fiscal year ended October
     31.

(2)  September 21, 1995 (inception) through October 31, 1995.

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

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

(5)  Annualized.

(6)  During the  periods  ended  October 31, 1996 and October 31, 1995 and for a
     portion of the period  ended  October 31,  1997,  the  manager  voluntarily
     agreed to waive its management fee and reimburse  certain expenses incurred
     by the fund. Also, prior to the unified management fee structure, effective
     June 13, 1997,  the custodian  offset part of its fees for balance  credits
     given to the fund. During the period ended March 31, 1998, a portion of the
     subadvisory fee, which is paid for subadvisory services, was waived.

                                               See Notes to Financial Statements


16     1-800-345-2021




ACRE--Financial Highlights
- -----------------------------------------------------------------------------

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD INDICATED

Advisor Class

                                                                     1999(1)
PER-SHARE DATA
Net Asset Value, Beginning of Period .............................  $ 12.22
                                                                    -------
Income From Investment Operations
  Net Investment Income(2) .......................................     0.43
  Net Realized and Unrealized Loss on Investment Transactions ....    (0.15)
                                                                    -------
  Total From Investment Operations ...............................     0.28
                                                                    -------
Distributions
  From Net Investment Income .....................................    (0.28)
  From Net Realized Gains on Investment Transactions .............    (0.12)
                                                                    -------
  Total Distributions ............................................    (0.40)
                                                                    -------
Net Asset Value, End of Period ...................................  $ 12.10
                                                                    =======
  Total Return(3) ................................................     2.25%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets ................     1.45%(4)
Ratio of Net Investment Income to Average Net Assets .............     5.16%(4)
Portfolio Turnover Rate ..........................................       66%
Net Assets, End of Period (in thousands) .........................  $   449

(1)  October 6, 1998 (commencement of sale) through March 31, 1999.

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

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

(4)  Annualized.

See Notes to Financial Statements


                                                 www.americancentury.com     17




ACRE--Financial Highlights
- -----------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                                 Institutional Class
                                                            1999         1998(1)     1997(1)(2)
PER-SHARE DATA
<S>                                                     <C>          <C>             <C>
Net Asset Value, Beginning of Period .................. $    16.12   $    16.06      $    14.24
                                                        ----------   ----------      ----------
Income From Investment Operations
  Net Investment Income(3) ............................       0.78         0.26            0.28
  Net Realized and Unrealized Gain (Loss)
    on Investment Transactions ........................      (4.09)        0.26            1.63
                                                        ----------   ----------      ----------
  Total From Investment Operations ....................      (3.31)        0.52            1.91
                                                        ----------   ----------      ----------
Distributions
  From Net Investment Income ..........................      (0.58)       (0.19)          (0.09)
  From Net Realized Gains on
    Investment Transactions ...........................      (0.12)       (0.27)           --
                                                        ----------   ----------      ----------
  Total Distributions .................................      (0.70)       (0.46)          (0.09)
                                                        ----------   ----------      ----------
Net Asset Value, End of Period ........................ $    12.11   $    16.12      $    16.06
                                                        ==========   ==========      ==========
  Total Return(4) .....................................     (20.77)%       3.32%          13.40%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average Net Assets .....       1.00%        0.95%(5)        1.00%(5)
Ratio of Operating Expenses to Average Net Assets
(before expense waivers and reimbursements)(6) ........       1.00%        1.00%(5)        1.00%(5)
Ratio of Net Investment Income to Average Net Assets ..       5.61%        4.00%(5)        4.85%(5)
Ratio of Net Investment Income to Average Net Assets
(before expense waivers and reimbursements)(6) ........       5.61%        3.95%(5)        4.85%(5)
Portfolio Turnover Rate ...............................         66%          28%             69%
Net Assets, End of Period (in thousands) .............. $   26,315   $   14,795      $   13,365
</TABLE>

(1)  Five month  period  ended March 31,  1998.  The fund's  fiscal year end was
     changed from  October 31 to March 31  resulting  in a five month  reporting
     period. Periods prior to 1998 are based on a fiscal year ended October 31.

(2)  June 16, 1997 (commencement of sale) through October 31, 1997.

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

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

(5)  Annualized.

(6)  During the period ended March 31, 1998, a portion of the  subadvisory  fee,
     which is paid for subadvisory services, was waived.

- --------------------------------------------------------------------------------
UNDERSTANDNG THE FINANCIAL  HIGHLIGHTS--These  statements itemize current period
activity and  statistics  and provide  comparison  data for the last five fiscal
years (or less, if the class is not five years old).

On a per-share basis, it includes:
* share price at the beginning of the period
* investment income and capital gains or losses
* income and capital gains distributions paid to shareholders
* share price at the end of the period

It also includes some key statistics for the period:
* total return--the overall percentage return of the fund, assuming
  reinvestment of all distributions
* expense ratio--operating  expenses as a percentage of average net assets
* net income ratio--net investment income as a percentage of average net assets
* portfolio  turnover--the  percentage of the portfolio that was replaced during
  the period

                                               See Notes to Financial Statements


18     1-800-345-2021




Independent Auditors' Report
- -----------------------------------------------------------------------------

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

   We have  audited  the  accompanying  statement  of  assets  and  liabilities,
including  the  schedule  of  investments,  of Real  Estate  Fund  (the  "Fund")
(formerly  American  Century  Real  Estate  Fund),  one of the funds  comprising
American Century Capital Portfolios, Inc., as of March 31, 1999, and the related
statement of operations  for the year then ended,  the  statements of changes in
net assets for the year then  ended,  for the period  November  1, 1997  through
March 31,  1998 and for the year  ended  October  31,  1997,  and the  financial
highlights  for  the  periods  presented.  These  financial  statements  and the
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to express an opinion on these  financial  statements and the
financial highlights based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures  included  confirmation of securities owned at March
31, 1999,  by  correspondence  with the  custodian  and  brokers.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

   In our opinion,  such financial  statements and financial  highlights present
fairly, in all material respects,  the financial position of Real Estate Fund as
of March 31, 1999, the results of its  operations  for the year then ended,  the
changes  in its net assets  for each of the three  periods  in the  period  then
ended,  and the  financial  highlights  for the  respective  stated  periods  in
conformity with generally accepted accounting principles.


Deloitte & Touche LLP
Kansas City, Missouri
May 7, 1999


                                                 www.americancentury.com     19




Share Class and Retirement Account Information
- -----------------------------------------------------------------------------

SHARE CLASSES

     Three  classes  of shares  are  authorized  for sale by the fund:  Investor
Class, Advisor Class and Institutional Class.

     INVESTOR CLASS  shareholders  do not pay any  commissions or other fees for
purchase  of fund shares  directly  from  American  Century.  Investors  who buy
Investor  Class  shares  through  a  broker-dealer  may be  required  to pay the
broker-dealer a transaction fee. THE PRICE AND PERFORMANCE OF THE INVESTOR CLASS
AND INSTITUTIONAL CLASS SHARES ARE LISTED IN NEWSPAPERS.

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

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

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

RETIREMENT ACCOUNT INFORMATION

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

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

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


20     1-800-345-2021




Background Information
- -----------------------------------------------------------------------------

INVESTMENT PHILOSOPHY AND POLICIES

     American  Century  offers 14 growth and  income  funds  including  domestic
equity,  balanced,  asset  allocation,  and  specialty.  Specialty  equity funds
concentrate  their  holdings  in  specific  industries  or  sectors of the stock
market.  These funds typically respond  differently than general equity funds to
changing market or economic conditions. The funds are managed to provide a broad
representation of their respective industries.

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

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

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

FUND MANAGEMENT TEAM

     American   Century  has  entered  into  a  subadvisory   contract  with  an
experienced real estate investment company,  RREEF America L.L.C., to manage the
fund.  Founded in 1975, RREEF is a Chicago-based  real estate investment advisor
to large  corporate  clients,  with assets  under  management  of more than $9.5
billion.  The fund's  management team consists of two  experienced  managers who
select  investments  within a framework  established by a real estate investment
policy committee. (See Note 2 in Notes to Financial Statements.)

FUND BACKGROUND

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

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

COMPARATIVE INDICES

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

     The S&P SMALL CAP 600 INDEX  consists  of 600  domestic  stocks  chosen for
market size, liquidity, and industry group representation.

     The S&P MIDCAP 400 INDEX is a  capitalization-weighted  index of the stocks
of the 400 largest leading U.S.  companies not included in the S&P 500.  Created
by Standard & Poor's Corporation,  it is considered to represent the performance
of mid-cap stocks in general.

     The S&P 500 INDEX is a capitalization-  weighted index of 500 widely traded
stocks. Created by Standard & Poor's Corporation,  it is considered to represent
the performance of the stock market in general.

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

[right margin]

PORTFOLIO MANAGERS
ACRE
KIM REDDING
KAREN KNUDSON


                                                www.americancentury.com      21




Glossary
- -----------------------------------------------------------------------------

INVESTMENT TERMS

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal year-by-year total returns,  please refer to the "Financial
Highlights" on pages 16-18.

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

* FUNDS FROM  OPERATIONS  (FFO)--  FFO is the most  commonly  used  measure of a
REIT's earnings performance.  It is similar to the net income of non-real estate
companies.  FFO is the  company's net income with real estate  depreciation  and
amortization  (excluding  deferred financing costs) added back in. The FFO ratio
is the price of the stock  divided by the  company's  FFO. It is comparable to a
P/E ratio.  The median  FFO is in the middle of the REIT's  portfolio.  Half the
companies in the portfolio have FFOs greater than the median, and half have FFOs
that are less. If the portfolio  contains an even number of companies,  then the
median is the average of the two company FFOs in the middle.

* MEDIAN MARKET CAPITALIZATION-- market capitalization (market cap) is the total
value of a  company's  stock and is  calculated  by  multiplying  the  number of
outstanding  common shares by the current share price.  The company whose market
cap is in the  middle  of the  portfolio  is the  median  market  cap.  Half the
companies in the portfolio  have values  greater than the median,  and half have
values that are less. If there is an even number of  companies,  then the median
is the average of the two companies in the middle.

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

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

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

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

TYPES OF STOCKS

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

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

* GROWTH  STOCKS--  stocks  of  companies  that have  experienced  above-average
earnings  growth and are expected to continue  such  growth.  These stocks often
sell at  high  P/E  ratios.  Examples  can  include  the  stocks  of  high-tech,
healthcare and consumer staple companies.

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

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


22     1-800-345-2021




Glossary
- -----------------------------------------------------------------------------
                                                                    (Continued)

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

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

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

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

FUND CLASSIFICATIONS

INVESTMENT OBJECTIVE

The investment  objective may be based on the fund's  objective as stated in its
prospectus or fund profile,  or the fund's  categorization by independent rating
organizations based on its management style.

* CAPITAL  PRESERVATION--  offers  taxable and  tax-free  money market funds for
relative  stability of  principal  and  liquidity,  allowing  maximum  portfolio
diversification.

* INCOME-- offers funds that can provide current income and competitive  yields,
as well as a strong and stable  foundation and generally lower  volatilitylevels
than stock funds.

* GROWTH &  INCOME--  offers  funds  that  emphasize  both  growth  and  income,
diversification,  varying  capitalization sizes, and different investment styles
and strategies.

*  GROWTH--  offers  funds with a focus on capital  appreciation  and  long-term
growth,  generally providing high return potential with corresponding high price
fluctuation risk.

RISK

The   classification  of  funds  by  risk  category  is  based  on  quantitative
historicalmeasures  as  well  as  qualitative  prospective  measures.  It is not
intended to be aprecise indicator of future risk or return levels. The degree of
risk within each  category  can vary  significantly,  and some fund returns have
historically  been  higher  than  more  aggressive  funds  or  lower  than  more
conservative  funds.  Please be aware that the fund's  category  may change over
time.  Therefore,  it is  important  that you read a fund's  prospectus  or fund
profile  carefully before investing to ensure its objectives,  policies and risk
potential are consistent with your needs.

*  CONSERVATIVE  -- these funds  generally  provide lower return  potential with
either low or minimal price fluctuation risk.

* MODERATE -- these funds  generally  provide  moderate  return  potential  with
moderate price fluctuation risk.

*  AGGRESSIVE  -- these  funds  generally  provide  high return  potential  with
corresponding high price fluctuation risk.


                                                 www.americancentury.com     23




Notes
- -----------------------------------------------------------------------------


24     1-800-345-2021




[inside back cover]

===============================================================================
INVESTMENT OBJECTIVE - CAPITAL PRESERVATION
===============================================================================

                  RISK LEVEL - CONSERVATIVE

TAXABLE MONEY MARKETS           TAX-FREE MONEY MARKETS

Premium  Capital Reserve        FL Municipal Money Market
Prime Money Market              CA Municipal Money Market
Premium Government Reserve      CA Tax-Free Money Market
Government Agency               Tax-Free Money Market
   Money Market
Capital Preservation

===============================================================================
INVESTMENT OBJECTIVE - INCOME
===============================================================================

                   RISK LEVEL - AGGRESSIVE

TAXABLE BONDS                   TAX-FREE BONDS

Target 2025*                    CA High-Yield Municipal
Target 2020*                    High-Yield Municipal
Target 2015*
Target 2010*
High-Yield
International Bond

                    RISK LEVEL - MODERATE

TAXABLE BONDS                   TAX-FREE BONDS

Long-Term Treasury              CA Long-Term Tax-Free
Target 2005*                    Long-Term Tax-Free
Bond                            CA Insured Tax-Free
Premium Bond

                   RISK LEVEL - CONSERVATIVE

TAXABLE BONDS                   TAX-FREE BONDS

Intermediate-Term Bond          CA Intermediate-Term Tax-Free
Intermediate-Term Treasury      AZ Intermediate-Term Municipal
GNMA                            FL Intermediate-Term Municipal
Inflation-Adjusted Treasury     Intermediate-Term  Tax-Free
Limited-Term Bond               CA Limited-Term  Tax-Free
Target 2000*                    Limited-Term Tax-Free
Short-Term Government
Short-Term Treasury

===============================================================================
INVESTMENT OBJECTIVE - GROWTH AND INCOME
===============================================================================

                     RISK LEVEL - AGGRESSIVE

DOMESTIC EQUITY

Small Cap Quantitative
Small Cap Value

                      RISK LEVEL - MODERATE

ASSET ALLOCATION/BALANCED       DOMESTIC EQUITY        SPECIALTY

Strategic Allocation --         Equity Growth          Utilities
   Aggressive                   Equity Index           Real Estate
Balanced                        Tax-Managed Value
Strategic Allocation --         Income & Growth
   Moderate                     Value
Strategic Allocation --         Equity Income
   Conservative

===============================================================================
INVESTMENT OBJECTIVE - GROWTH
===============================================================================

                      RISK LEVEL - AGGRESSIVE

DOMESTIC EQUITY                 SPECIALTY              INTERNATIONAL

New Opportunities               Global Gold            Emerging Markets
Giftrust(reg.tm)                                       International Discovery
Vista                                                  International Growth
Heritage                                               Global Growth
Growth
Ultra
Select

                       RISK LEVEL - MODERATE

SPECIALTY

Global Natural Resources


The investment  objective may be based on the fund's  objective as stated in its
prospectus or fund profile,  or the fund's  categorization by independent rating
organizations based on its management style.

The classification of funds by risk category is based on quantitative historical
measures as well as qualitative prospective measures. It is not intended to be a
precise  indicator  of future risk or return  levels.  The degree of risk within
each category can vary  significantly,  and some fund returns have  historically
been higher than more aggressive  funds or lower than more  conservative  funds.
Please be aware that a fund's  category may change over time.  Therefore,  it is
important  that you read a fund's  prospectus or fund profile  carefully  before
investing to ensure its  objectives,  policies and risk potential are consistent
with your needs.

For a definition of fund categories, see the Glossary.

*  While listed within the Income investment objective,  the Target funds do not
   pay current dividend income.  Income dividends are distributed once a year in
   December. The Target funds are listed in all three risk categories due to the
   dramatic  price  volatility  investors may  experience  during certain market
   conditions.  If held  to  their  target  dates,  however,  they  can  offer a
   conservative, dependable way to invest for a specific time horizon.

Please call for a prospectus  or profile on any  American  Century  fund.  These
documents contain important information including charges and expenses,  and you
should read them carefully before you invest or send money.




[back cover]

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

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

WWW.AMERICANCENTURY.COM

INVESTOR RELATIONS
1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE
1-800-345-8765

FAX: 816-340-7962

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

BUSINESS, NOT-FOR-PROFIT, EMPLOYER-SPONSORED RETIREMENT PLANS
1-800-345-3533

AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

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

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


American Century Investments                                      BULK RATE
P.O. Box 419200                                               U.S. POSTAGE PAID
Kansas City, MO 64141-6200                                    AMERICAN CENTURY
www.americancentury.com                                           COMPANIES

9904                               Funds Distributor, Inc.
SH-BKT-16198                      (c)1999 American Century Services Corporation
<PAGE>
[front cover]
                                                              MARCH 31, 1999

ANNUAL REPORT
- -----------------
AMERICAN CENTURY

[graphic of glasses]

AMERICAN CENTURY
- -----------------
Equity Index

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


[inside front cover]


EQUITY INDEX
(ACQIX)

CLASSIFYING OUR FUNDS BY OBJECTIVE AND RISK
- --------------------------------------------------------------------------------
In March,  American  Century  introduced a new and simpler way to evaluate which
fund is right for you.  The new  system is based on a fund's  objective  and its
risks. Funds are classified under FOUR BROAD OBJECTIVES:

             * Growth                            * Income
             * Growth & Income                   * Capital Preservation

Funds are also divided according to RISK:

  * Aggressive              * Moderate                          * Conservative

The risk  classification  is based on a number of factors,  including how much a
fund's share price has fluctuated in the past compared to two popular indices:

       * Standard & Poor's 500 Stock Index
       * Lehman Bros. Aggregate Bond Index

Aggressive  funds tend to fluctuate MORE than the S&P 500 Index.  Moderate funds
tend to  fluctuate  LESS  than the S&P  500,  but MORE  than the  Lehman  Index.
Conservative funds tend to fluctuate LESS than the Lehman Index.

NEW, SIMPLER FUND NAMES
We also simplified the names of our funds. For example,

OLD FUND NAME                                   NEW FUND NAME
- --------------------------------------------------------------------------------
American Century-Twentieth Century Ultra        American Century Ultra

American Century-Benham GNMA Fund               American Century GNMA Fund

These changes should make investing more convenient and understandable for you.

Turn to the  inside  back  cover  of  this  report  to see a list  of the  funds
classified by objective and risk. For  definitions of the fund  categories,  see
the Glossary.

- --------------------------------------------------------------------------------
WHAT'S NEW...
Our new fund guide,  INVESTING  WITH  AMERICAN  CENTURY,  will help you navigate
through our selection of funds. This helpful booklet includes  information about
risk levels, objectives, investment styles and strategies.

AMERICAN  CENTURY  CATALOG  OF TOOLS & SERVICES  lists all the free  educational
materials available to investors.

FUND PROFILES are now available for many American Century funds when you request
information  about a fund.  Profiles are short  pamphlets that follow a standard
SEC format and are  intended  to help you  easily  compare  our funds with other
companies'  funds.  When you invest you will  receive a full  prospectus,  which
contains  more detailed  information  about your new fund. To order any of these
materials, please call 1-800-345-2021.


Our Message to You
- --------------------------------------------------------------------------------
[photo of James E. Stower III and James E Stowers, Jr.]
James E. Stowers III, seated, with James E. Stowers, Jr.

     The  Equity  Index  Fund is a new  offering--the  first of its kind here at
American Century--that was open only a month when its fiscal year ended on March
31, 1999. The fund's objective is to track the progress of the Standard & Poor's
500 Index,  the most common  benchmark  for the  performance  of the U.S.  stock
market.  The S&P 500 has performed  well in recent years, a trend that continued
during the past twelve  months.  Just the same,  a  relatively  few large growth
stocks  in the  index  have  been  responsible  for its  performance.  While the
fortunes of these stocks  flourished,  the vast  majority of stocks in the index
languished.

     On the corporate front, this was an exciting year at American Century.  For
one, we consolidated all our funds under the American Century name. While we are
sorry to lose the venerable  Twentieth  Century and Benham names, we believe the
American Century nameplate makes it simpler for you to identify your funds.

     We also  reclassified  our entire  family of 71 funds,  based on investment
goals and risk  levels,  so you can more easily  choose the funds that are right
for you.  A  complete  list of  American  Century  funds  arranged  by their new
classifications is on the inside back cover of this report.

     We also continued to expand the American Century investment team, which has
doubled over the last three years.  Our portfolio  teams have  excellent  depth,
with an array of experienced  managers and analysts,  and we remain committed to
building  and  maintaining  a  talented  management  group.  Performance  is too
hard-won, and our business too competitive, not to do so.

     In  addition,  we made some  enhancements  to our Web  site.  Among the new
features  are daily fund  information,  including  performance  and price  data,
market and national news,  and a Forms Center with access to the  most-requested
investor  forms  and  applications.  You  can  also  sign  up  to  receive  fund
prospectuses and shareholder reports electronically.

     Finally,  a quick  update on Year  2000.  Our  critical  systems  have been
renovated,  tested,  and  returned  to  production.  We  continue  to test these
systems,  as well as  participate  in  industry-wide  tests  with  our  business
partners.

     Welcome to the American  Century  Equity  Index Fund.  We  appreciate  your
confidence in our company.

Sincerely,

[signature of James E. Stowers, Jr]         [Signature of James E. Stowers III]
James E. Stowers, Jr.                       James E. Stowers III
Chairman of the Board and Founder           Vice Chairman of the Board
                                            and Chief Executive Officer

[right margin]

                               Table of Contents
   Report Highlights ........................................................  2
   Market Perspective .......................................................  3
EQUITY INDEX
   Performance ..............................................................  4
   Management Q&A ...........................................................  5
   Portfolio at a Glance ....................................................  5
   Top Ten Holdings .........................................................  6
   Top Five Industries ......................................................  6
   Schedule of Investments ..................................................  7
   Financial Highlights ..................................................... 20
FINANCIAL STATEMENTS
   Statement of Assets
   and Liabilities .......................................................... 14
   Statement of Operations .................................................. 15
   Statement of Changes
   in Net Assets ............................................................ 16
   Notes to Financial
   Statements ............................................................... 17
   Independent Auditors'
   Report ................................................................... 22
OTHER INFORMATION
   Share Class and Retirement
   Account Information ...................................................... 23
   Background Information
   Investment Policies ...................................................... 24
      Fund Management ....................................................... 24
      Comparative Indices ................................................... 24
   Glossary ................................................................. 25


                                                   www.americancentury.com     1


Report Highlights
- --------------------------------------------------------------------------------
MARKET PERSPECTIVE
* The year  ended  March 31,  1999,  was a volatile  period  for the U.S.  stock
  market.  The domestic economy  demonstrated  strong growth throughout 1998 and
  into 1999.  However,  deteriorating  global economic and financial  conditions
  ignited investor anxiety and fueled a sharp correction in the third quarter of
  1998.  The Federal  Reserve Board lowered  interest rates three times in rapid
  succession  in an effort to  stabilize  global  markets that were reeling from
  economic crises abroad.

* For most of the year,  returns  remained  concentrated  in a handful of large,
  well-known  companies.   Although  many  large  companies  posted  respectable
  earnings,  it was  not  necessarily  a  market  in  which  earnings  were  the
  attraction.  The growth  investment style also performed better than the value
  style.

EQUITY INDEX
* The Equity Index Fund's  inception  date was February 26, 1999. At quarter-end
  of 1999,  Equity Index  posted a  life-of-fund  return of 4.00%,  matching its
  benchmark, the S&P 500 Index.

* The market's long-running bias toward large-capitalization stocks continued in
  the weeks  following  the fund's  launch,  and large-cap  stocks  continued to
  outperform mid- and small-cap issues.

* Equity  Index's  best-performing  industries  included  computer  software and
  services, integrated energy, financial services,  communications equipment and
  electrical products. Equity Index held significant weightings in each of these
  top-performing  industries,  which  together  comprised  nearly  25%  of  fund
  investments at the end of March.

* Industries  that  detracted  from  performance   included   telecommunications
  companies,  food and beverage companies,  tobacco companies and retail grocery
  stores.  Together,  stocks  in these  industries  accounted  for  about 12% of
  investments.

[left margin]
                EQUITY INDEX(1)
                    (ACQIX)
       TOTAL RETURNS:        AS OF 3/31/99
          Since Inception       4.00%(2)
       INCEPTION DATE:          2/26/99
       NET ASSETS:         $281.6 million(3)

(1) Investor Class.
(2) Not annualized.
(3) Includes Investor and Institutional classes. Investment terms are defined in
the Glossary on pages 25-26.


2      1-800-345-2021


Market Perspective from Mark Mallon
- --------------------------------------------------------------------------------
[photo of Mark Mallon]

Mark Mallon, head of specialty,  asset allocation,  and growth and income equity
funds at American Century

BEHIND THE NUMBERS

     The fiscal  year for  American  Century  Equity  Index Fund ended March 31,
1999. We would like to take this  opportunity to welcome  investors to the fund,
which had been open just one month when the year ended.

     It has been a good year for the S&P 500,  which  gained  18.42%  for the 12
months,  and was up 4.00% in March,  finishing  in a dead  heat with the  Equity
Index Fund.  Hidden in the yearly numbers,  however,  is the sharp correction at
mid-year,  which ended only after the Federal  Reserve  Board  lowered  interest
rates  three  times in rapid  succession,  and  successfully  stabilized  global
markets that were reeling  from  economic  crises in Asia,  Latin  America,  and
Russia.  Also hidden was the  market's  narrow  leadership,  which  continued to
reside  with  large  growth  stocks.  The S&P  MidCap  400,  an index of midsize
equities,  gained just 0.45% for the year,  and the Russell  2000 Index of small
stocks was actually down 16.26%.

FROTH . . .

     The fact is, for much of the year, index returns remained concentrated in a
handful  of large,  well-known  companies,  many of which  were  technology-  or
Internet-related.   Indeed,   just  five   stocks--Microsoft,   America  Online,
Citigroup, MCI Worldcom, and American International Group--generated half of the
S&P 500's  performance  in the first  calendar  quarter  of 1999,  and a mere 18
stocks accounted for the full 100% of index returns, according to Morgan Stanley
Dean Witter.  (Because the S&P 500 is weighted by market  value,  the higher the
total value of a company's stock the more it influences  index results.)  Morgan
calculates  that the other 482 stocks in the S&P 500  essentially  canceled each
other out in the first quarter.

     As the  quarter  went,  so went the year.  The  recovery  after the  severe
decline in 1998's  September  quarter was limited to an even  narrower  group of
stocks than the rise earlier in the year.

 . . . AND FUNDAMENTALS

     Although  stocks are  expensive by a number of measures,  their prices draw
support from an extraordinary  economy. We are experiencing the longest economic
expansion in 50 years. Unemployment, inflation, and interest rates are as low as
they have been in a  generation.  U.S.  consumers,  who drive  two-thirds of the
growth in domestic  goods and services,  remain  confident.  Our gross  domestic
product grew at an average annual rate of 6.1% in the fourth calendar quarter of
1998,  a pace that would have been  considered  much too fast before  technology
revolutionized  the  workplace,  and  expanded  global  production  capacity and
greater  competition reined in prices. We are also seeing a revolution in global
business,   with   companies   jockeying  for  position  in  world  markets  via
restructurings and mergers. These are heady times, and they go a long way toward
explaining our robust markets.

[right hand margin]
"THE FACT IS, FOR MUCH OF THE YEAR, INDEX RETURNS REMAINED CONCENTRATED IN A
HANDFUL OF LARGE, WELL-KNOWN COMPANIES, MANY OF WHICH WERE TECHNOLOGY- OR
INTERNET-RELATED."

MARKET RETURNS
FOR THE YEAR ENDED MARCH 31, 1999

S&P 500             18.42%
S&P MIDCAP 400      0.45%
RUSSELL 2000        -16.26%
Source: Lipper Inc.

These   indices    represent   the   performance   of   large-,    medium-   and
small-capitalization stocks.

[mountain chart data below]

MARKET PERFORMANCE (GROWTH OF $1.00)
FOR THE YEAR ENDED MARCH 31, 1999

             S&P 500       S&P Mid-Cap 400     Russell 2000
3/31/98       $1.00             $1.00              $1.00
4/30/98       $1.01             $1.02              $1.01
5/31/98       $0.99             $0.97              $0.95
6/30/98       $1.03             $0.98              $0.95
7/31/98       $1.02             $0.94              $0.88
8/31/98       $0.87             $0.77              $0.71
9/30/98       $0.93             $0.84              $0.76
10/31/98      $1.01             $0.91              $0.79
11/30/98      $1.07             $0.96              $0.83
12/31/98      $1.13             $1.07              $0.89
1/31/99       $1.18             $1.03              $0.90
2/28/99       $1.14             $0.98              $0.82
3/31/99       $1.18             $1.00              $0.84

Value on      S&P 500      S&P MidCap 400      Russell 2000
3/31/99       $1.18             $1.00              $0.84


                                               www.americancentury.com        3


Equity Index--Performance
- --------------------------------------------------------------------------------
TOTAL RETURNS AS OF MARCH 31, 1999

                              INVESTOR CLASS         INSTITUTIONAL CLASS
                            (INCEPTION 2/26/99)      (INCEPTION 2/26/99)
                           EQUITY INDEX   S&P 500   EQUITY INDEX   S&P 500
AVERAGE ANNUAL RETURNS
LIFE OF FUND(*) ...........     4.00%      4.00%       4.00%        4.00%

* Returns for periods less than one year are not annualized. See pages 23-26 for
information about share classes, the S&P 500 Index, and returns.

[mountain chart data below]

GROWTH OF $10,000 OVER LIFE OF FUND

Value as of 3/31/99
$10,400    Equity Index
$10,423     S&P 500 Ix
                    Equity Index           S&P 500 Index
Date               Value    Return       Value      Return
2/26/99           $10,000              $10,000
3/31/99           $10,400    4.00      $10,423       4.00

The graph at left shows the growth of a $10,000  investment over the life of the
fund. The S&P 500 Index is provided for comparison. Equity Index's total returns
include operating  expenses (such as transaction costs and management fees) that
reduce returns,  while the total returns of the S&P 500 Index do not. The graphs
are based on Investor Class shares only; performance for other classes will vary
due to differences in fee structures  (see the Total Returns table above).  Past
performance does not guarantee future results.  Investment  return and principal
value will  fluctuate,  and  redemption  value may be more or less than original
cost.


4      1-800-345-2021


Equity Index--Q&A
- --------------------------------------------------------------------------------
     An interview  with Barclays  Global  Investors,  the subadvisor on American
Century Equity Index Fund.

BARCLAYS GLOBAL  INVESTORS HELPS WITH THE MANAGEMENT OF AMERICAN  CENTURY EQUITY
INDEX FUND.  BECAUSE  THIS IS THE FIRST  REPORT TO  INVESTORS,  WILL YOU TELL US
ABOUT  BARCLAYS  AND EXPLAIN THE  MANAGEMENT  ARRANGEMENT  BETWEEN  BARCLAYS AND
AMERICAN CENTURY?

     Yes, but first,  we'd like to take this  opportunity,  along with  American
Century, to welcome investors to Equity Index.*

     As for some  background  on Barclays  Global  Investors,  we are one of the
world's  largest  investment  managers.  American  Century is the manager of the
Equity  Index Fund,  while  Barclays  Global Fund  Advisors  (BGFA),  a Barclays
subsidiary,  serves as the subadvisor of the fund. As subadvisor, BGFA makes the
day-to-day investment decisions for Equity Index in line with the fund's
investment objectives, policies and restrictions.

     The  subadvisory  arrangement  gives  investors  the  benefit of  Barclays'
considerable expertise and resources. Barclays pioneered the concept of indexing
in 1971,  and currently  manages more than $200 billion in assets indexed to the
S&P 500.

HOW IS EQUITY INDEX MANAGED?

     The goal of the  Equity  Index  Fund is to hold all of the  stocks  in--and
match as closely  as  possible  the  performance  of--the  Standard & Poor's 500
Index.  Equity Index buys and sells stocks included in the Index in an effort to
create a portfolio  that closely  matches,  the Index.  Therefore  the portfolio
attempts not only to hold all the names included in the Index,  but also to hold
them in the same  weightings as the Index.  Equity Index also  purchases S&P 500
futures  contracts.  Owning  futures  contracts  allows the fund to  accommodate
normal  daily cash flows by  shareholders  and helps  minimize  tracking  errors
versus the index.

     The S&P 500 and the Equity Index Fund are  market-capitalization  weighted,
which means that the  weighting of stocks as a  percentage  of the Index and the
portfolio's  assets is based on each  stock's  total market  capitalization  (or
value)  relative to other stocks in the Index and the portfolio.  The bigger the
company,  the greater the  percentage  of the index and the Equity Index Fund it
represents.

THE EQUITY  INDEX FUND OPENED TO  INVESTORS  ON FEBRUARY  26,  1999.  HOW HAS IT
PERFORMED SINCE ITS INCEPTION?

     Equity Index's life-of-fund return as of March 31, 1999, was 4.00%. The S&P
500 returned 4.00% as well. Equity Index's  performance  during the few weeks it
has been in operation  reflects a market  environment that has favored large-cap
stocks.

     We are pleased that Equity Index's  performance  has so closely matched the
index during its brief lifetime.  However,  we wish to stress that the fund will
most  likely  trail the index  slightly  going  forward.  That's  because  costs
associated  with the fund's  operation,  such as  administrative  and management
fees,  are deducted  from assets.  Also, a portion of Equity  Index's  assets is
invested  in  low-risk,   low-return  money  market   securities  used  to  fund
redemptions.

[right margin]

"EQUITY INDEX'S PERFORMANCE DURING THE FEW WEEKS IT HAS BEEN IN OPERATION
REFLECTS A MARKET ENVIRONMENT THAT HAS FAVORED LARGE-CAP STOCKS."

PORTFOLIO AT A GLANCE
                                      3/31/99
NO. OF COMPANIES                        500
MEDIAN P/E RATIO                       22.3
MEDIAN MARKET CAPITALIZATION       7.78 BILLION
PORTFOLIO TURNOVER                     0%(1)
EXPENSE RATIO                         0.49%(2)

(1)       For the period from 2/26/99 to 3/31/99
(2)       Annualized.

Investment terms are defined in the Glossary on pages 25-26.

*All fund returns referenced in this report are for Investor Class shares.


                                                www.americancentury.com        5


Equity Index--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)
WHAT MARKET FACTORS INFLUENCED PERFORMANCE?

     As we mentioned,  the S&P 500 is generally made up of  large-capitalization
stocks,  and the market  maintained  its  long-running  bias  toward such stocks
during the month of March.

     The industries that  contributed the most to Equity Index's  performance in
March  included  computer   software  and  services  firms,   integrated  energy
companies, and financial services companies.

     Increasing  interest in the Internet and strong  computer sales  translated
into  healthy  gains for  online  information  companies,  software  firms,  and
companies that make computers and  computer-related  gear.  Microsoft was Equity
Index's top  contributor  in March and its  largest  holding.  Other  technology
holdings  that  added to  results  included  General  Electric,  Equity  Index's
second-largest  holding,  and Internet giant America  Online.  Cisco Systems,  a
supplier of  networking  equipment  for linking  local- and  wide-area  computer
networking  systems,  was  among  Equity  Index's  largest  and  best-performing
positions as well.

     Energy  production  companies  also  fared  well,  thanks  to both a strong
rebound  in oil and gas  prices  that  began in  February  and a wave of mergers
within the energy industry.  Exxon and Royal Dutch Petroleum, a slightly smaller
holding, were two energy names that were helpful. Equity Index's stake in energy
production represented nearly 5% of holdings at March 31.

     Financial services  companies,  another  substantial  portfolio stake, also
proved beneficial.

WERE THERE ANY INDUSTRIES THAT DETRACTED FROM PERFORMANCE?

     Yes. Top-line growth in the telecommunications  area slowed a bit in March,
as the  industry's  major  players  addressed  various  regulatory  and economic
concerns  facing this  competitive  group.  Names that  detracted  from  results
include BellSouth Corp., Bell Atlantic and AT&T.

     Equity  Index's 3.6% stake in food and  beverage  companies  also  dampened
performance,  as increasing  competition and pricing pressure drove down profits
in this characteristically low-growth industry.

[left margin]

TOP TEN HOLDINGS
                                 % OF FUND INVESTMENTS
                                         AS OF
                                        3/31/99
MICROSOFT CORP.                          3.8%
GENERAL ELECTRIC CO. (U.S.)              3.0%
WAL-MART STORES, INC.                    1.7%
INTEL CORP.                              1.7%
MERCK & CO., INC.                        1.6%
PFIZER, INC.                             1.5%
CISCO SYSTEMS INC.                       1.5%
EXXON CORP.                              1.4%
AT&T CORP.                               1.4%
INTERNATIONAL BUSINESS MACHINES CORP.    1.4%


TOP FIVE INDUSTRIES
                                  % OF FUND INVESTMENTS
                                          AS OF
                                         3/31/99
PHARMACEUTICALS                           9.0%
BANKING                                   7.3%
COMPUTER SOFTWARE & SERVICES              6.7%
TELEPHONE COMMUNICATIONS                  6.6%
ENERGY (PRODUCTION & MARKETING)           4.9%


6       1-800-345-2021


Equity Index--Schedule of Investments
- ---------------------------------------------------------------------
Shares                                                 Value
- ---------------------------------------------------------------------
COMMON STOCKS-88.3%

AEROSPACE & DEFENSE--1.3%
   13,200   AlliedSignal Inc.                       $ 649,275
   22,400   Boeing Co.                                764,400
   1,100   EG&G, Inc.                                  29,013
   3,000   General Dynamics Corp.                     192,750
   1,800   Goodrich (B.F.) Company (The)               61,763
   1,600   Northrop Grumman Corp.                      95,800
   8,000   Raytheon Co. Cl B                          469,000
   3,700   Textron Inc.                               286,288
   5,300   United Technologies Corp.                  717,819
                                                  -----------------
                                                     3,616,602
                                                  -----------------
AGRICULTURE--0.1%
   5,700   Pioneer Hi-Bred International, Inc.         214,463
                                                  -----------------
AIRLINES--0.3%
   4,300   AMR Corp.(1)                                251,819
   3,400   Delta Air Lines Inc.                        236,300
   8,000   Southwest Airlines Co.                      242,000
   2,100   US Airways Group Inc.(1)                    102,506
                                                  -----------------
                                                       832,625
                                                  -----------------
AUTOMOBILES & AUTO PARTS--1.3%
   3,600   AutoZone, Inc.(1)                           109,350
   1,800   Cooper Tire and Rubber Company               33,075
   3,900   Dana Corp.                                  148,200
     800   Fleetwood Enterprises, Inc.                  22,900
  28,600   Ford Motor Co.                            1,622,988
  15,500   General Motors Corp.                      1,346,563
   4,300   Genuine Parts Company                       123,894
   1,600   Navistar International Corp.(1               64,300
   1,800   PACCAR Inc.                                  74,194
   1,200   Pep Boys-Manny, Moe & Jack (The)             18,300
   2,800   TRW Inc.                                    127,400
                                                   -----------------
                                                     3,691,164
                                                   -----------------
BANKING--7.3%
    2,700   AmSouth Bancorporation                     122,850
   27,700   Banc One Corp.                           1,525,231
    7,000   BankBoston Corp.                           303,188
   18,000   Bank of New York Co., Inc. (The)           646,875
   40,900   BankAmerica Corp.                        2,888,563
    2,300   Bankers Trust New York Corp.               202,975
    7,200   BB & T Corp.                               260,550
   20,000   Chase Manhattan Corp.                    1,626,250
   53,500   Citigroup Inc.                           3,417,313
    3,700   Comerica, Inc.                             231,019
    6,300   Fifth Third Bancorp                        415,603
   23,400   First Union Corp.                        1,250,438
    5,400   Firstar Corp.                              483,300

Shares                                                  Value
- ---------------------------------------------------------------------
   13,400   Fleet Financial Group, Inc.          $     504,175
    1,300   Golden West Financial Corp. (Del.)         124,150
    5,000   Huntington Bancshares Inc.                 154,844
   10,800   KeyCorp                                    327,375
    6,200   Mellon Bank Corp.                          436,325
    3,700   Mercantile Bancorporation Inc.             175,750
    4,100   Morgan (J.P.) & Co.                        505,838
    7,800   National City Corp.                        517,725
    2,600   Northern Trust Corp.                       230,994
    7,100   PNC Bank Corp.                             394,494
    3,300   Providian Financial Corp.                  363,000
    5,200   Regions Financial Corp.                    180,375
    2,500   Republic New York Corp.                    115,313
    3,900   SouthTrust Corp.                           145,397
    4,100   Summit Bancorp.                            159,900
    7,500   SunTrust Banks, Inc.                       466,875
    6,300   Synovus Financial Corp.                    128,756
   17,200   U.S. Bancorp                               585,875
    4,800   Wachovia Corp.                             389,700
   38,700   Wells Fargo & Co.                        1,356,919
                                                  -------------------
                                                    20,637,935
                                                  -------------------
BIOTECHNOLOGY--0.3%
   12,000   Amgen Inc.(1)                              899,250
                                                  -------------------
BROADCASTING & MEDIA--1.6%
   16,700   CBS Corporation (1)                        683,656
    6,200   Clear Channel Communications, Inc.(1)      415,788
    8,700   Comcast Corp. Cl A                         547,828
    1,700   King World Productions, Inc.(1)             51,956
   29,000   Time Warner Inc.                         2,060,813
    8,200   Viacom, Inc. Cl B(1)                       688,288
                                                  -------------------
                                                     4,448,329
                                                  -------------------
BUILDING & HOME IMPROVEMENTS--0.1%
    8,000   Masco Corp.                                226,000
                                                  -------------------
BUSINESS SERVICES & SUPPLIES--0.5%
   20,200   Cendant Corp.(1)                           318,150
    3,400   Ceridian Corp.(1)                          124,313
    4,000   Dun & Bradstreet Corp. (The)               142,500
    3,500   Equifax Inc.                               120,313
    3,300   Interpublic Group of Companies, Inc.       256,988
    4,000   Omnicom Group Inc.                         319,750
    3,900   Paychex, Inc.                              185,128
                                                   ------------------
                                                     1,467,142
                                                   ------------------
CHEMICALS & RESINS--1.5%
    5,500   Air Products and Chemicals, Inc.           188,375
    5,200   Dow Chemical Co.                           484,575
   26,600   du Pont (E.I.) de Nemours & Co.          1,544,463
    1,900   Eastman Chemical Co.                        79,919
    3,100   Ecolab Inc.                                110,050
    3,400   Engelhard Corp.                             57,588
      800   FMC Corp.(1)                                39,500

See Notes to Financial Statements


                                      www.americancentury.com        7


Equity Index--Schedule of Investments
- ----------------------------------------------------------------------
                                   (Continued)
Shares                                                 Value
- ---------------------------------------------------------------------
    1,700   Grace (W.R.) & Co. (Del.)(1)            $   20,613
    1,400   Great Lakes Chemical Corp.                  51,450
    2,400   Hercules Inc.                               60,600
    2,500   International Flavors & Fragrances Inc.     93,906
   14,800   Monsanto Co.                               679,875
    2,900   Morton International, Inc.                 106,575
    1,500   Nalco Chemical Co.                          39,844
    4,200   PPG Industries, Inc.                       215,250
    3,700   Praxair, Inc.                              133,431
    3,900   Rohm and Haas Co.                          130,894
    4,100   Sherwin-Williams Co.                       115,313
    2,400   Sigma-Aldrich Corp.                         70,275
    3,100   Union Carbide Corp.                        140,081
                                                   ------------------
                                                     4,362,577
                                                   ------------------
COMMUNICATIONS EQUIPMENT--2.7%
    2,000   Andrew Corp.(1)                             24,688
    5,100   Ascend Communications, Inc.(1)             426,966
    5,500   Corning Inc.                               330,000
    4,000   General Instrument Corp.(1)                121,250
    1,900   Harris Corp.                                54,388
   31,200   Lucent Technologies Inc.                 3,361,800
   14,300   MediaOne Group Inc.(1)                     908,050
   14,200   Motorola, Inc.                           1,040,150
   15,600   Northern Telecom Ltd.                      969,150
    1,800   Scientific-Atlanta, Inc.                    49,050
    4,600   Tellabs, Inc.(1)                           449,650
                                                   ------------------
                                                     7,735,142
                                                   ------------------
COMPUTER PERIPHERALS--2.1%
    8,500   3Com Corp.(1)                              198,422
   37,300   Cisco Systems Inc.(1)                    4,087,847
   11,900   EMC Corp. (Mass.)(1)                     1,520,225
    5,800   Seagate Technology, Inc.(1)                171,463
                                                   ------------------
                                                     5,977,957
                                                   ------------------
COMPUTER SOFTWARE & SERVICES--6.7%
    1,600   Adobe Systems Inc.                          90,850
   24,300   America Online Inc.                      3,547,800
    1,300   Autodesk, Inc.                              52,609
   14,400   Automatic Data Processing, Inc.            595,800
    5,100   BMC Software, Inc.(1)                      189,178
    3,900   Cabletron Systems, Inc.(1)                  31,931
   12,700   Computer Associates International, Inc.    451,644
    3,700   Computer Sciences Corp.(1)                 204,194
    8,600   Compuware Corp.(1)                         205,594
   11,600   Electronic Data Systems Corp.              564,775
   10,500   First Data Corp.                           448,875
    7,600   IMS Health Inc.                            251,750
  119,200   Microsoft Corp.(1)                      10,679,575
    8,300   Novell, Inc.(1)                            209,316
   34,400   Oracle Systems Corp.(1)                    908,375
    6,400   Parametric Technology Corp.(1)             126,600
    5,500   PeopleSoft, Inc.                            80,609
      600   Shared Medical Systems Corp.                33,413

Shares                                                   Value
- ---------------------------------------------------------------------
    6,000   Unisys Corp.                        $      166,125
                                                   ------------------
                                                    18,839,013
                                                   ------------------
COMPUTER SYSTEMS--3.8%
    3,200   Apple Computer, Inc.(1)                    115,100
   40,200   Compaq Computer Corp.                    1,273,838
    1,200   Data General Corp.(1)                       12,150
   60,200   Dell Computer Corp.(1)                   2,462,556
    3,700   Gateway 2000, Inc.(1)                      253,681
   24,100   Hewlett-Packard Co.                      1,634,281
   21,900   International Business Machines Corp.    3,881,775
    4,400   Silicon Graphics, Inc.(1)                   73,425
    9,000   Sun Microsystems, Inc.(1)                1,125,281
                                                   ------------------
                                                    10,832,087
                                                   ------------------
CONSTRUCTION & PROPERTY
DEVELOPMENT--0.1%
    1,400   Centex Corp.                                46,725
    1,800   Fluor Corp.                                 48,600
    1,000   Foster Wheeler Corp.                        12,125
    1,100   Kaufman & Broad Home Corp.                  24,819
    1,300   Owens Corning                               41,356
    1,000   Pulte Corp.                                 20,813
                                                   ------------------
                                                       194,438
                                                   ------------------
CONSUMER PRODUCTS--2.3%
    1,300   Alberto-Culver Company Cl B                 30,388
    1,700   American Greetings Corp. Cl A               43,138
    6,200   Avon Products, Inc.                        291,788
    2,800   Clorox Co. (The)                           328,125
    6,900   Colgate-Palmolive Co.                      634,800
   26,200   Gillette Company                         1,557,263
    6,800   Mattel, Inc.                               169,150
    2,100   Maytag Corp.                               126,788
    1,000   National Service Industries, Inc.           34,063
   31,400   Procter & Gamble Co. (The)               3,075,238
    7,600   Ralston Purina Co.                         202,825
    1,800   Whirlpool Corp.                             97,875
                                                   ------------------
                                                     6,591,441
                                                   ------------------
CONTROL & MEASUREMENT--0.1%
    1,000   Millipore Corp.                             24,125
    1,200   Perkin-Elmer Corp.                         116,475
    1,100   Tektronix, Inc.                             27,775
                                                   ------------------
                                                       168,375
                                                   ------------------
DIVERSIFIED COMPANIES--4.2%
   77,500   General Electric Co. (U.S.)              8,573,438
    3,000   Honeywell Inc.                             227,438
    2,500   ITT Industries, Inc.                        88,438
    2,000   Johnson Controls, Inc.                     124,750
    9,500   Minnesota Mining & Manufacturing Co.       672,125
   15,400   Tyco International Ltd.                  1,104,950
   15,100   Unilever N.V. New York Shares            1,003,206
                                                  -------------------
                                                    11,794,345
                                                  -------------------

                                               See Notes to Financial Statements


8      1-800-345-2021


Equity Index--Schedule of Investments
- -----------------------------------------------------------------------
                                   (Continued)
Shares                                                   Value
- ------------------------------------------------------------ ---------
ELECTRICAL & ELECTRONIC COMPONENTS--2.8%
    3,400   Advanced Micro Devices, Inc.(1)         $    52,700
    5,200   AMP, Inc.                                   279,175
    1,700   Eaton Corp.                                 121,550
   10,400   Emerson Electric Co.                        550,550
    2,200   Grainger (W.W.), Inc.                        94,738
   39,400   Intel Corp.                               4,683,675
    2,100   KLA-Tencor Corporation(1)                   102,047
    3,300   LSI Logic Corp.(1)                          102,919
    5,900   Micron Technology, Inc.(1)                  284,675
    3,900   National Semiconductor Corp.(1)              36,319
    1,900   Raychem Corp.                                42,869
    4,500   Rockwell International Corp.                190,969
    5,800   Solectron Corp.(1)                          281,663
    9,200   Texas Instruments Inc.                      913,100
    1,300   Thomas & Betts Corp.                         48,831
                                                    ------------------
                                                      7,785,780
                                                    ------------------
ENERGY (PRODUCTION & MARKETING)--4.9%
    2,100   Amerada Hess Corp.                          105,656
    2,800   Anadarko Petroleum Corp.                    105,700
    2,300   Apache Corp.                                 59,944
    1,800   Ashland Inc.                                 73,688
    7,600   Atlantic Richfield Co.                      554,800
    4,200   Burlington Resources Inc.                   167,738
   15,400   Chevron Corp.                             1,361,938
    5,000   Coastal Corp. (The)                         165,000
    7,800   Enron Corp.                                 501,150
   57,500   Exxon Corp.                               4,057,344
    1,200   Helmerich & Payne, Inc.                      27,225
    2,000   Kerr-McGee Corp.                             65,625
   18,400   Mobil Corp.                               1,619,200
    1,100   NICOR Inc.                                   39,531
    8,200   Occidental Petroleum Corp.                  147,600
      700   ONEOK, Inc.                                  17,325
    6,000   Phillips Petroleum Co.                      283,500
   50,700   Royal Dutch Petroleum Co.                 2,636,400
    2,600   Sonat Inc.                                   78,000
    2,200   Sunoco, Inc.                                 79,338
   12,600   Texaco Inc.                                 715,050
    5,900   Union Pacific Resources                      70,063
    5,700   Unocal Corp.                                209,831
    7,300   USX-Marathon Group                          200,750
   10,100   Williams Companies, Inc. (The)              398,950
                                                    ------------------
                                                     13,741,346
                                                    ------------------
ENERGY (SERVICES)--0.6%
    7,700   Baker Hughes Inc.                           187,206
   10,400   Halliburton Co.                             400,400
    6,700   Reliant Energy, Inc.                        174,619
    2,000   Rowan Companies, Inc.(1)                     25,375
   12,900   Schlumberger Ltd.                           776,419
                                                    ------------------
                                                      1,564,019
                                                    ------------------

Shares                                                  Value
- ----------------------------------------------------------------------
ENTERTAINMENT(2)
    3,000   Harrah's Entertainment, Inc.(1)         $    57,188
                                                    ------------------
ENVIRONMENTAL SERVICES-0.3%
    3,900   Browning-Ferris Industries, Inc.            150,394
   14,000   Waste Management, Inc.                      621,250
                                                    ------------------
                                                        771,644
                                                    ------------------
FINANCIAL SERVICES--3.8%
   10,700   American Express Co.                      1,257,250
   17,100   Associates First Capital Corp.              769,500
    2,800   Bear Stearns Companies Inc.                 125,125
    1,600   Capital One Financial Corp.                 241,600
    2,600   Countrywide Credit Industries, Inc.          97,500
   24,500   Fannie Mae                                1,696,625
   16,000   Federal Home Loan Mortgage Corporation      914,000
    6,000   Franklin Resources, Inc.                    168,750
   11,400   Household International, Inc.               520,125
    2,700   Lehman Brothers Holdings, Inc.              161,325
   19,000   MBNA Corp.                                  453,625
    8,400   Merrill Lynch & Co., Inc.                   742,875
   13,700   Morgan Stanley Dean Witter,
              Discover & Co.                          1,369,144
    9,500   Schwab (Charles) Corp.                      913,188
    3,900   SLM Holding Corp.                           162,825
    3,800   State Street Corp.                          312,313
    3,200   Union Planters Corp.                        140,600
   14,000   Washington Mutual, Inc.                     572,250
                                                     -----------------
                                                     10,618,620
                                                     -----------------
FOOD & BEVERAGE--3.6%
   11,300   Anheuser-Busch Companies, Inc.              860,919
   14,000   Archer-Daniels-Midland Co.                  205,625
    6,800   Bestfoods                                   319,600
    1,600   Brown-Forman Corp. Cl B                      92,200
   10,600   Campbell Soup Co.                           431,288
    58,300   Coca-Cola Company (The)                  3,578,163
     9,300   Coca-Cola Enterprises, Inc.                281,325
    11,600   ConAgra, Inc.                              296,525
       900   Coors (Adolph) Co. Cl B                     48,600
     3,600   General Mills, Inc.                        272,025
     8,600   Heinz (H.J.) Co.                           407,425
     3,400   Hershey Foods Corp.                        190,400
     9,600   Kellogg Co.                                324,600
    34,700   PepsiCo, Inc.                            1,359,806
     3,200   Quaker Oats Co. (The)                      200,200
    21,600   Sara Lee Corp.                             534,600
     9,300   Seagram Co. Ltd. (The)                     465,000
     2,700   Wrigley (Wm.) Jr. Company                  244,181
                                                     -----------------
                                                     10,112,482
                                                     -----------------
FURNITURE & FURNISHINGS--0.1%
    6,559   Newell Co.                                  311,553

See Notes to Financial Statements


                                         www.americancentury.com      9


Equity Index--Schedule of Investments
- -----------------------------------------------------------------------
                                   (Continued)
Shares                                                   Value
- -----------------------------------------------------------------------
     400   Springs Industries, Inc. Cl A           $     10,825
                                                     -----------------
                                                        322,378
                                                     -----------------
HEALTHCARE--0.8%
    3,400   Aetna Inc.                                  282,200
    1,300   Bausch & Lomb Inc. Cl A                      84,500
    6,800   Baxter International, Inc.                  448,800
    6,400   Cardinal Health, Inc.                       422,400
   15,300   Columbia/HCA Healthcare Corp.               289,744
    2,600   HCR Manor Care, Inc.(1)                      59,313
   10,000   Healthsouth Rehabilitation Corp.(1)         103,750
    4,000   Humana Inc.(1)                               69,000
    1,700   Mallinckrodt Inc.                            45,263
    7,300   Tenet Healthcare Corp.(1)                   138,244
    4,400   United HealthCare Corp.                     231,550
                                                     -----------------
                                                      2,174,764
                                                     -----------------
INDUSTRIAL(2)
    1,600   Crane Co.                                    38,700
      900   Milacron Inc.                                14,175
                                                     -----------------
                                                         52,875
                                                     -----------------
INDUSTRIAL EQUIPMENT & MACHINERY--0.3%
    8,500   Caterpillar Inc.                            390,469
    5,300   Dover Corp.                                 174,238
    1,100   Harnischfeger Industries, Inc.                6,256
    3,900   Ingersoll-Rand Co.                          193,538
    1,400   McDermott International, Inc.                35,438
                                                     -----------------
                                                        799,939
                                                     -----------------
INSURANCE--3.1%
   19,400   Allstate Corp.                              719,013
    6,000   American General Corp.                      423,000
   29,100   American International Group, Inc.        3,510,188
    4,000   Aon Corp.                                   253,000
    3,900   Chubb Corp. (The)                           228,394
    4,900   CIGNA Corp.                                 410,681
    3,900   Cincinnati Financial Corp.                  142,228
    7,400   Conseco Inc.                                228,475
    5,500   Hartford Financial Services
              Group Inc. (The)                          312,469
    2,500   Jefferson-Pilot Corp.                       169,375
    2,400   Lincoln National Corp.                      237,300
    2,700   Loews Corp.                                 201,488
    6,100   Marsh & McLennan Companies, Inc.            452,544
    2,300   MBIA Inc.                                   133,400
    2,600   MGIC Investment Corp.                        91,163
    1,700   Progressive Corp. (Ohio)                    243,950
    3,200   Provident Companies, Inc.(1)                110,600
    3,200   SAFECO Corp.                                129,400
    5,600   St. Paul Companies, Inc.                    173,950
    3,300   Torchmark Corp.                             104,363
    2,900   Transamerica Corp.                          205,900
    3,300   UNUM Corp.                                  156,956
                                                     -----------------
                                                      8,637,837
                                                     -----------------

Shares                                                   Value
- ----------------------------------------------------------------------
LEISURE--1.1%
    2,300   Brunswick Corp.                          $   43,844
   14,400   Carnival Corp. Cl A                         699,300
   48,500   Disney (Walt) Co.                         1,509,563
    7,700   Eastman Kodak Co.                           491,838
    6,200   Hilton Hotels Corporation                    87,188
    5,900   Marriott International, Inc.                198,388
    4,300   Mirage Resorts, Inc.(1)                      91,375
    1,000   Polaroid Corp.                               20,063
                                                     -----------------
                                                      3,141,559
                                                     -----------------
MACHINERY & EQUIPMENT--0.5%
    8,700   Applied Materials, Inc.(1)                  536,953
    2,100   Black & Decker Corp. (The)                  116,419
      600   Briggs & Stratton Corp.                      29,588
    1,700   Case Corp.                                   43,138
    2,400   Cooper Industries, Inc.                     102,300
    1,000   Cummins Engine Company, Inc.                 35,563
    3,200   Danaher Corp.                               167,200
    5,600   Deere & Co.                                 216,300
      200   NACCO Industries, Inc. Cl A                  14,813
    2,900   Pall Corp.                                   48,031
    1,400   Snap-on Inc.                                 40,600
    2,100   Stanley Works (The)                          53,813
    1,500   Timken Co.                                   24,375
                                                     -----------------
                                                      1,429,093
                                                     -----------------
MEDICAL EQUIPMENT & SUPPLIES--0.8%
    1,300   Bard (C.R.), Inc.                            65,569
    5,800   Becton, Dickinson and Co.                   222,213
    2,700   Biomet, Inc.                                113,316
    9,300   Boston Scientific Corp.(1)                  377,231
    7,100   Guidant Corp.                               429,550
   13,800   Medtronic, Inc.                             990,150
    2,000   St. Jude Medical, Inc.(1)                    48,750
    3,800   Thermo Electron Corp.(1)                     51,538
                                                     -----------------
                                                      2,298,317
                                                     -----------------
METALS & MINING--0.4%
      700   Aeroquip-Vickers, Inc.                       40,119
    5,400   Alcan Aluminium Ltd.                        139,388
    8,700   Alcoa Inc.                                  358,331
      900   ASARCO Inc.                                  12,375
    8,800   Barrick Gold Corp.                          150,150
    5,400   Battle Mountain Gold Co.                     14,850
    2,100   Cyprus Amax Minerals Co.                     25,463
    3,900   Freeport-McMoran Copper &
              Gold, Inc. Cl B                            42,413
    5,600   Homestake Mining Co.                         48,300
    3,900   Inco Ltd.                                    51,919
    4,000   Newmont Mining Corp.                         70,000
    2,600   Parker-Hannifin Corp.                        89,050
    1,400   Phelps Dodge Corp.                           68,950
    5,900   Placer Dome Inc.                             66,006

                                               See Notes to Financial Statements


10              1-800-345-2021


Equity Index--Schedule of Investments
- -----------------------------------------------------------------------
                                   (Continued)
Shares                                                   Value
- -----------------------------------------------------------------------
    1,500   Reynolds Metals Co.                      $   72,469
    2,200   Worthington Industries, Inc.                 25,919
                                                     -----------------
                                                      1,275,702
                                                     -----------------
OFFICE EQUIPMENT & SUPPLIES--0.5%
    2,700   Avery Dennison Corp.                        155,250
    3,500   IKON Office Solutions Inc.                   44,844
    6,400   Pitney Bowes Inc.                           408,000
   15,500   Xerox Corp.                                 827,313
                                                     -----------------
                                                      1,435,407
                                                     -----------------
PACKAGING & CONTAINERS--0.2%
      700   Ball Corporation                             32,856
    1,200   Bemis Co., Inc.                              37,275
    2,900   Crown Cork & Seal Co., Inc.                  82,831
    3,700   Owens-Illinois, Inc.(1)                      92,500
    2,000   Sealed Air Corp.(1)                          98,375
   4,000   Tenneco Inc.                                 111,750
                                                     -----------------
                                                        455,587
                                                     -----------------
PAPER & FOREST PRODUCTS--0.8%
    1,300   Boise Cascade Corp.                          41,925
    2,300   Champion International Corp.                 94,444
    5,200   Fort James Corporation                      164,775
    2,100   Georgia-Pacific Corp.                       155,925
    7,300   International Paper Co.                     307,969
   12,800   Kimberly-Clark Corp.                        613,600
    2,600   Louisiana-Pacific Corp.                      48,425
    2,400   Mead Corp. (The)                             73,800
      700   Potlatch Corp.                               23,756
    1,300   Temple-Inland Inc.                           81,575
    1,600   Union Camp Corp.                            107,400
    2,400   Westvaco Corp.                               50,400
    4,700   Weyerhaeuser Co.                            260,850
    2,600   Willamette Industries, Inc.                  98,150
                                                     -----------------
                                                      2,122,994
                                                     -----------------
PERSONAL SERVICES--0.1%
    2,400   Block (H & R), Inc.                         113,700
    6,500   Service Corp. International                  92,625
                                                     -----------------
                                                        206,325
                                                     -----------------
PHARMACEUTICALS--9.0%
   35,900   Abbott Laboratories                       1,680,569
    1,600   Allergan, Inc.                              140,600
    2,300   ALZA Corp.(1)                                87,975
   31,200   American Home Products Corp.              2,035,800
   47,000   Bristol-Myers Squibb Co.                  3,022,688
   31,800   Johnson & Johnson                         2,979,263
   26,000   Lilly (Eli) & Co.                         2,206,750
    6,400   McKesson HBOC, Inc.                         422,400
   56,300   Merck & Co., Inc.                         4,514,556
   30,700   Pfizer, Inc.                              4,259,625
   12,000   Pharmacia & Upjohn Inc.                     748,500
   34,700   Schering-Plough Corp.                     1,919,344

Shares                                                  Value
- ----------------------------------------------------------------------
   19,400   Warner-Lambert Co.                   $    1,284,038
                                                     -----------------
                                                     25,302,108
                                                     -----------------
PRINTING & PUBLISHING--0.5%
    1,900   Deluxe Corp.                                 55,338
    3,200   Donnelley (R.R.) & Sons Co.                 103,000
    2,200   Dow Jones & Co., Inc.                       103,813
    6,700   Gannett Co., Inc.                           422,100
    1,900   Knight-Ridder, Inc.                          95,000
    4,600   McGraw-Hill Companies, Inc. (The)           250,700
    1,200   Meredith Corp.                               37,725
    2,100   Moore Corporation Ltd.                       20,738
    4,300   New York Times Co. (The) Cl A               122,550
    1,900   Times Mirror Co. (New) Cl A                 102,719
    2,800   Tribune Co.                                 183,225
                                                     -----------------
                                                      1,496,908
                                                     -----------------
RAILROAD--0.4%
   11,100   Burlington Northern Santa Fe Corp.          364,913
    5,200   CSX Corp.                                   202,475
    9,000   Norfolk Southern Corp.                      237,375
    5,800   Union Pacific Corp.                         309,938
                                                     -----------------
                                                      1,114,701
                                                     -----------------
RESTAURANTS--0.7%
    3,300   Darden Restaurants, Inc.                     68,063
   32,000   McDonald's Corp.                          1,450,000
    3,600   Tricon Global Restaurants Inc.(1)           252,900
    2,900   Wendy's International, Inc.                  82,469
                                                     -----------------
                                                      1,853,432
                                                     -----------------
RETAIL (APPAREL)--0.5%
   13,600   Gap, Inc. (The)                             915,450
    5,400   Limited, Inc. (The)                         213,975
    1,500   Liz Claiborne, Inc.                          48,938
    7,600   TJX Companies, Inc. (The)                   258,400
                                                     -----------------
                                                      1,436,763
                                                     -----------------
RETAIL (FOOD & DRUG)--1.1%
    5,800   Albertson's, Inc.                           315,013
    6,500   American Stores Co.                         214,500
    9,200   CVS Corp.                                   437,000
      900   Great Atlantic & Pacific
              Tea Co., Inc. (The)                        27,000
    6,100   Kroger Co. (The)(1)                         365,238
      900   Longs Drug Stores Corp.                      27,394
    6,100   Rite Aid Corp.                              152,500
   11,500   Safeway Inc.(1)                             590,094
    2,800   Supervalu Inc.                               57,750
    7,900   SYSCO Corp.                                 207,869
   23,600   Walgreen Co.                                666,700
    3,500   Winn-Dixie Stores, Inc.                     130,813
                                                     -----------------
                                                      3,191,871
                                                     -----------------

See Notes to Financial Statements


                                       www.americancentury.com         11


Equity Index--Schedule of Investments
- ------------------------------------------------------------------------
                                   (Continued)
Shares                                                  Value
- ------------------------------------------------------------------------
RETAIL (GENERAL MERCHANDISE)--3.0%
    2,600   Consolidated Stores Corp.(1)              $  78,813
    5,100   Costco Companies, Inc.(1)                   467,128
   10,400   Dayton Hudson Corp.                         692,900
    2,500   Dillard's Inc. Cl A                          63,438
    4,400   Dollar General Corp.                        149,600
    4,800   Federated Department Stores, Inc.(1)        192,600
    1,700   Harcourt General Inc.                        75,331
   11,600   Kmart Corp.(1)                              195,025
    3,700   Kohl's Corp.(1)                             262,238
    8,250   May Department Stores Co. (The)             322,781
    3,700   Meyer (Fred), Inc.(1)                       217,838
    3,500   Nordstrom, Inc.                             143,172
    6,100   Penney (J.C.) Company, Inc.                 247,050
    9,100   Sears, Roebuck & Co.                        411,206
   52,600   Wal-Mart Stores, Inc.                     4,849,063
                                                     -----------------
                                                      8,368,183
                                                     -----------------
RETAIL (SPECIALTY)--1.3%
    2,400   Circuit City Stores-Circui City Group       183,900
    4,650   Hasbro, Inc.                                134,559
   34,800   Home Depot, Inc.                          2,166,300
      800   Jostens, Inc.                                17,000
    8,300   Lowe's Companies, Inc.                      502,150
   11,100   Staples, Inc.(1)                            364,913
    2,300   Tandy Corp.                                 146,769
    6,200   Toys 'R' Us, Inc.(1)                        116,638
                                                     -----------------
                                                      3,632,229
                                                     -----------------
RUBBER & PLASTICS--0.2%
      900   Armstrong World Industries, Inc.             40,669
    3,700   Goodyear Tire & Rubber Co. (The)            184,306
    5,900   Illinois Tool Works Inc.                    365,063
    1,400   Tupperware Corp.                             25,200
                                                     -----------------
                                                        615,238
                                                     -----------------
STEEL--0.1%
    4,600   Allegheny Teledyne Inc.                      87,113
    3,000   Bethlehem Steel Corporation(1)               24,750
    2,100   Nucor Corp.                                  92,531
    2,100   USX-U.S. Steel Group                         49,350
                                                     -----------------
                                                        253,744
                                                     -----------------
TELEPHONE COMMUNICATIONS--6.6%
   26,100   Ameritech Corp.                           1,510,538
   49,651   AT&T Corp.                                3,962,770
   36,700   Bell Atlantic Corp.                       1,896,931
   46,200   BellSouth Corp.                           1,850,888
    1,619   Century Telephone Enterprises, Inc.         113,735
    4,100   Frontier Corp.                              212,688
   22,800   GTE Corp.                                 1,379,400
   43,300   MCI WorldCom, Inc.(1)                     3,833,403
   46,200   SBC Communications Inc.                   2,177,175
   10,500   Sprint Corp.                              1,030,313

Shares                                                  Value
- ----------------------------------------------------------------------
   11,900   U S WEST, Inc.                       $      655,244
                                                     -----------------
                                                     18,623,085
                                                     -----------------
TEXTILES & APPAREL--0.2%
    1,700   Fruit of the Loom, Inc.(1)                   17,638
    6,800   NIKE, Inc.                                  392,275
    1,300   Reebok International Ltd.(1)                 20,638
      900   Russell Corp.                                18,113
    2,800   VF Corp.                                    132,125
                                                     -----------------
                                                        580,789
                                                     -----------------
TOBACCO--0.9%
    4,000   Fortune Brands, Inc.                        154,750
   57,600   Philip Morris Companies Inc.              2,026,800
    7,700   RJR Nabisco Holdings Corp.                  192,500
    4,400   UST Inc.                                    114,950
                                                      ----------------
                                                      2,489,000
                                                      ----------------
TRANSPORTATION--0.1%
    3,500   FDX Corporation(1)                          324,844
    7,800   Laidlaw Inc.                                 45,338
    1,700   Ryder System, Inc.                           46,963
                                                      ----------------
                                                        417,145
                                                      ----------------
UTILITIES--1.8%
    4,300   AES Corp. (The)(1)                          160,175
    3,200   Ameren Corp.                                115,800
    4,500   American Electric Power Co., Inc.           178,594
    3,500   Baltimore Gas & Electric Co.                 88,813
    3,600   Carolina Power & Light Co.                  136,125
    5,000   Central & South West Corp.                  117,188
    3,700   CINergy Corp.                               101,750
    2,000   Columbia Energy Group                       104,500
    5,500   Consolidated Edison, Inc.                   249,219
    2,300   Consolidated Natural Gas Co.                111,981
    4,600   Dominion Resources, Inc. (Va.)              169,913
    3,400   DTE Energy Company                          130,688
    8,600   Duke Energy Corp.                           469,775
      500   Eastern Enterprises                          18,188
    8,300   Edison International                        184,675
    5,800   Entergy Corp.                               159,500
    5,600   FIRSTENERGY CORP.                           156,450
    4,300   FPL Group, Inc.                             228,975
    3,000   GPU Inc.                                    111,938
    2,700   New Century Energies, Inc.                   91,969
    4,400   Niagara Mohawk Holdings Inc.(1)              59,125
    3,600   Northern States Power Co. (Minn.)            83,475
    7,000   PacifiCorp                                  120,750
    5,300   PECO Energy Co.                             245,125
      800   People's Energy Corp.                        25,850
    9,000   PG&E Corp.                                  279,563
    3,600   PP&L Resources, Inc.                         89,100
    5,400   Public Service Enterprise Group Inc.        206,213

                                               See Notes to Financial Statements


12          1-800-345-2021


Equity Index--Schedule of Investments
- -------------------------------------------------------------------------
                                   (Continued)
Shares/Principal Amount                                    Value
- -------------------------------------------------------------------------
    5,700   Sempra Energy                          $      109,369
   16,500   Southern Co.                                  384,656
    6,700   Texas Utilities Co.                           279,306
    5,100   Unicom Corp.                                  186,469
                                                      ------------------
                                                        5,155,217
                                                      ------------------
WIRELESS COMMUNICATIONS--0.9%
   13,500   AirTouch Communications, Inc.(1)            1,304,438
    6,500   ALLTEL Corp.                                  405,438
    6,800   Nextel Communications, Inc.(1)                249,475
   10,400   Sprint PCS(1)                                 460,850
                                                      ------------------
                                                        2,420,201
                                                      ------------------
TOTAL COMMON STOCKS                                   248,483,355
                                                      ------------------
   (Cost $239,244,882)


================================================================================
 TEMPORARY CASH INVESTMENTS-11.7%
    $1,750,000  U.S. Treasury Bills, 4.35%,
          6/24/99(3)(4)                                      1,732,278
    Repurchase Agreement, Goldman Sachs
       & Co., Inc., (U.S. Treasury obligations), in a
       joint trading account at 4.84%, dated
       3/31/99, due 4/1/99
       (Delivery value $3,000,403)                           3,000,000


Principal Amount                                                    Value
- -------------------------------------------------------------------------------
    Repurchase Agreement, Morgan Stanley Group,
       Inc., (U.S. Treasury obligations), in a joint trading
       account at 4.90%, dated 3/31/99, due 4/1/99
       (Delivery value $14,101,919)                          $   14,100,000
    Repurchase Agreement, State Street Boston
       Corp., (U.S. Treasury obligations), in a joint trading
       account at 4.84%, dated 3/31/99, due 4/1/99
      (Delivery value $14,101,896)                               14,100,000
                                                      -------------------------
    TOTAL TEMPORARY CASH INVESTMENTS                             32,932,278
                                                      -------------------------
   (Cost $32,931,712)
    TOTAL INVESTMENT SECURITIES --100.0%                       $281,415,633
                                                      =========================
   (Cost $272,176,594)
===============================================================================
 FUTURES CONTRACTS
                   Expiration         Underlying Face            Unrealized
   Purchased          Date            Amount at Value               Loss
- --------------------------------------------------------------------------------
100 S&P 500 Futures June1999             $32,33                  $(71,950)
                                      =========================================

NOTES TO SCHEDULE OF INVESTMENTS
(1) Non-income producing.
(2) Industry is less than 0.05% of total investment securities.
(3) The rates for U.S. Treasury Bills are the yield to maturity at purchase.
(4) Security has been  segregated  at the  broker as  initial margin  on futures
    contracts.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  shows  you  which
investments your fund owned on the last day of the reporting period.
The schedule includes:

* a list of each investment
* the number of shares of each stock
* the market value of each investment
* the percentage of total investments in each industry
* the percent and dollar breakdown of each investment category

See Notes to Financial Statements


                                            www.americancentury.com           13


Statement of Assets and Liabilities
- --------------------------------------------------------------------------------
MARCH 31, 1999
ASSETS
Investment securities, at value
   (identified cost of $272,176,594) (Note 3) ...................   $281,415,633
Cash ............................................................        744,455
Dividend and interest receivable ................................        236,294
                                                                    ------------
                                                                     282,396,382
                                                                    ------------

LIABILITIES
Payable for variation margin on futures contracts ...............        559,600
Payable for capital shares redeemed .............................        177,852
Payable for management fees (Note 2) ............................         69,332
Payable for directors' fees and expenses ........................            234
                                                                    ------------
                                                                         807,018
                                                                    ------------
Net Assets ......................................................   $281,589,364
                                                                    ============

NET ASSETS CONSIST OF:
Capital (par value and paid-in surplus) .........................   $271,447,201
Undistributed net investment income .............................        323,966
Accumulated net realized gain on investment transactions ........        651,108
Net unrealized appreciation on investments (Note 3) .............      9,167,089
                                                                    ------------
                                                                    $281,589,364
                                                                    ============
Investor Class
Net assets ......................................................   $ 17,009,568
Shares outstanding ..............................................      3,273,692
Net asset value per share .......................................   $       5.20

Institutional Class
Net assets ......................................................   $264,579,796
Shares outstanding ..............................................     50,914,827
Net asset value per share .......................................   $       5.20

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF ASSETS AND  LIABILITIES--This  statement details
what the fund owns (assets),  what it owes (liabilities),  and its net assets as
of the last day of the period.  If you subtract  what the fund owes from what it
owns,  you get the fund's net assets.  For each class of shares,  the net assets
divided  by the total  number of  shares  outstanding  gives you the price of an
individual share, or the net asset value per share.

NET ASSETS are also broken down by capital (money invested by shareholders); net
investment  income not yet paid to  shareholders or net investment  losses;  net
gains earned on investments  but not yet paid to  shareholders  or net losses on
investments (known as realized gains or losses); and finally, gains or losses on
securities  still  owned  by the  fund  (known  as  unrealized  appreciation  or
depreciation).  This  breakdown  tells  you the  value  of net  assets  that are
performance-related,  such as investment  gains or losses,  and the value of net
assets that are not related to performance,  such as shareholder investments and
redemptions.


14         1-800-345-2021


Statement of Operations
- --------------------------------------------------------------------------------
FEBRUARY 26, 1999 (INCEPTION) THROUGH MARCH 31, 1999

INVESTMENT INCOME
Income:
Dividends ......................................................     $   287,184
Interest .......................................................         110,400
                                                                     -----------
                                                                         397,584
                                                                     -----------

Expenses (Note 2):
Management fees ................................................          73,281
Directors' fees and expenses ...................................             337
                                                                     -----------
                                                                          73,618
                                                                     -----------
Net investment income ..........................................         323,966
                                                                     -----------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS (NOTE 3)
Net realized gain on investments ...............................         651,108
Change in net unrealized appreciation on investments ...........       9,167,089
                                                                     -----------

Net realized and unrealized gain on investments ................       9,818,197
                                                                     -----------

Net Increase in Net Assets Resulting from Operations ...........     $10,142,163
                                                                     ===========

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF  OPERATIONS--This  statement breaks down how the
fund's  net  assets  changed  during  the  period  as a  result  of  the  fund's
operations.  It tells you how much money the fund made or lost after taking into
account income,  fees and expenses,  and investment gains or losses. It does not
include shareholder transactions and distributions.

Fund OPERATIONS include:
* income earned from investments (dividend and interest)
* management fees and other expenses
* gains or losses from selling investments (known as realized gains or losses)
* gains or losses on current fund holdings (known as unrealized  appreciation or
  depreciation)

See Notes to Financial Statements


                                            www.americancentury.com          15


Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
FEBRUARY 26, 1999 (INCEPTION) THROUGH MARCH 31, 1999
OPERATIONS
Net investment income ..........................................    $    323,966
Net realized gain on investment transactions ...................         651,108
Change in net unrealized appreciation on investments ...........       9,167,089
                                                                    ------------
Net increase in net assets resulting from operations ...........      10,142,163
                                                                    ------------

CAPITAL SHARE TRANSACTIONS (Note 4)
Net increase in net assets
  from capital share transactions ..............................     271,447,201
                                                                    ------------
Net increase in net assets .....................................     281,589,364

NET ASSETS
Beginning of period ............................................            --
                                                                    ------------
End of period ..................................................    $281,589,364
                                                                    ============
Undistributed net investment income ............................    $    323,966
                                                                    ============

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF CHANGES IN NET ASSETS--These statements show how
the fund's net assets  changed  over the current  period.  It details how much a
fund grew or shrank as a result of:

* operations - a summary of the Statement of  Operations  from the previous page
  for the most recent period

* distributions - income and gains distributed to shareholders

* share transactions - shareholders' purchases, reinvestments, and redemptions

Net  assets  at the  beginning  of  the  period  plus  the  sum  of  operations,
distributions  to  shareholders  and capital  share  transactions  result in net
assets at the end of the period.

                                               See Notes to Financial Statements


16           1-800-345-2021


Notes to Financial Statements
- --------------------------------------------------------------------------------
MARCH 31, 1999

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION--American  Century Capital Portfolios,  Inc. (the corporation)
is registered under the Investment Company Act of 1940 as an open-end management
investment company.  American Century Equity Index Fund (the fund) is one of the
five funds issued by the corporation. The fund is non-diversified under the 1940
Act. The investment  objective of the fund 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
fund is  authorized to issue two classes of shares:  the Investor  Class and the
Institutional  Class.  The two  classes of shares  differ  principally  in their
respective shareholder servicing and distribution expenses and arrangements. All
shares of the fund  represent  an equal pro rata  interest  in the assets of the
class  to  which  such  shares  belong,  and have  identical  voting,  dividend,
liquidation and other rights and the same terms and conditions, except for class
specific  expenses  and  exclusive  rights  to vote on  matters  affecting  only
individual  classes.  Sale of the Investor Class and Institutional Class for the
fund  commenced on February  26,  1999.  The  following  significant  accounting
policies are in accordance with generally accepted accounting principles;  these
principles may require the use of estimates by fund management.

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

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

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

     FUTURES CONTRACTS--The fund may enter into stock index futures contracts in
order to manage the fund's exposure to changes in market conditions.  One of the
risks of entering into futures contracts include the possibility that the change
in value of the  contract  may not  correlate  with the  changes in value of the
underlying  securities.  Upon  entering  into a  futures  contract,  the fund is
required to deposit  either cash or  securities  in an amount equal to a certain
percentage  of  the  contract  value  (initial  margin).   Subsequent   payments
(variation  margin)  are made or  received  daily,  in cash,  by the  fund.  The
variation  margin is equal to the  daily  change  in the  contract  value and is
recorded as unrealized gains and losses.  The fund recognizes a realized gain or
loss when the contract is closed or expires.  Net realized and unrealized  gains
or losses  occurring  during  the  holding  period of  futures  contracts  are a
component of realized gain (loss) on  investments  and  unrealized  appreciation
(depreciation) on investments, respectively.

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

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

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


                                                www.americancentury.com       17


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)
MARCH 31, 1999

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

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

     ADDITIONAL INFORMATION--Funds  Distributor, Inc. (FDI) is the corporation's
distributor. Certain officers of FDI are also officers of the corporation.

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

     The  corporation  has entered  into a Management  Agreement  with ACIM that
provides the fund with investment  advisory and management  services in exchange
for a single,  unified management fee per class. The Agreement provides that all
expenses of the fund, except brokerage commissions, taxes, interest, expenses of
those  directors who are not considered  "interested  persons" as defined in the
Investment  Company  Act of 1940  (including  counsel  fees)  and  extraordinary
expenses, will be paid by ACIM. The fee is computed daily and paid monthly based
on the fund's class average daily closing net assets during the previous  month.
The annual management fee for each class is 0.49% and 0.29% for the Investor and
Institutional Class, respectively.

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

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

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

     Purchases  and  sales  of  investment   securities,   excluding  short-term
investments totalled $239,686,395 and $437,452, respectively. On March 31, 1999,
accumulated net unrealized appreciation on investments was $9,219,274,  based on
the  aggregate  cost  of   investments   for  federal  income  tax  purposes  of
$272,196,359,  which  consisted of unrealized  appreciation  of $15,061,235  and
unrealized depreciation of $5,841,961.


18        1-800-345-2021


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)
MARCH 31, 1999

4. CAPITAL SHARE TRANSACTIONS

  All  shares are $0.01 par  value.  Transactions  in shares of the fund were as
follows:

                                                     SHARES          AMOUNT
INVESTOR CLASS
Shares Authorized .............................     50,000,000
                                                  ============
February 26, 1999 (inception)
   through March 31, 1999
Sold ..........................................      3,412,730    $  17,545,517
Issued in reinvestment of distributions .......           --               --
Redeemed ......................................       (139,038)        (719,730)
                                                  ------------    -------------
Net increase ..................................      3,273,692    $  16,825,787
                                                  ============    =============


INSTITUTIONAL CLASS

Shares Authorized .............................    125,000,000
                                                  ============
February 26, 1999 (inception)
   through  March 31, 1999
Sold ..........................................     52,351,049    $ 262,087,610
Issued in reinvestment of distributions .......           --               --
Redeemed ......................................     (1,436,222)      (7,466,196)
                                                  ------------    -------------
Net increase ..................................     50,914,827    $ 254,621,414
                                                  ============    =============

- --------------------------------------------------------------------------------
5. BANK LOAN

    The fund,  along with certain other funds managed by ACIM,  has entered into
an unsecured  $570,000,000  bank line of credit  agreement with Chase  Manhattan
Bank.  Borrowings  under this agreement bear interest at the Fed Funds rate plus
0.40%.  The fund may borrow money for  temporary  or emergency  purposes to fund
shareholder redemptions. The fund did not borrow from the line during the period
February 26, 1999 through March 31, 1999.


                                                    www.americancentury.com   19


Equity Index--Financial Highlights
- --------------------------------------------------------------------------------
                        FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD INDICATED
                                                                   Investor
                                                                    1999(1)
PER-SHARE DATA

Net Asset Value, Beginning of Period ...........................  $     5.00
                                                                  ----------
Income From Investment Operations
  Net Investment Income(2) .....................................        0.01
  Net Realized and Unrealized Gain on Investment Transactions ..        0.19
                                                                  ----------
  Total From Investment Operations .............................        0.20
                                                                  ----------
Net Asset Value, End of Period .................................  $     5.20
                                                                  ==========
  Total Return(3) ..............................................        4.00%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ..............        0.49%(4)
Ratio of Net Investment Income to Average Net Assets ...........        1.13%(4)
Portfolio Turnover Rate ........................................           0%
Net Assets, End of Period (in thousands) .......................  $   17,010

(1)  February 26, 1999 (inception) through March 31, 1999.

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

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

(4)  Annualized.

- --------------------------------------------------------------------------------
UNDERSTANDNG THE FINANCIAL  HIGHLIGHTS--These  statements itemize current period
activity and  statistics  and provide  comparison  data for the last five fiscal
years (or less, if the class is not five years old).

On a per-share basis, it includes:

* share price at the beginning of the period

* investment income and capital gains or losses

* income and capital gains distributions paid to shareholders

* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions

* expense ratio--operating expenses as a percentage of average net assets

* net income ratio--net investment income as a percentage of average net assets

* portfolio  turnover--the  percentage of the portfolio that was replaced during
  the period

                                               See Notes to Financial Statements


20        1-800-345-2021


Equity Index--Financial Highlights
- --------------------------------------------------------------------------------
                        FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD INDICATED

                                                                 Institutional
                                                                    1999(1)

PER-SHARE DATA

Net Asset Value, Beginning of Period ........................... $      5.00
                                                                 -----------
Income From Investment Operations
  Net Investment Income(2) .....................................        0.01
  Net Realized and Unrealized Gain on Investment Transactions ..        0.19
                                                                 -----------
  Total From Investment Operations .............................        0.20
                                                                 -----------
Net Asset Value, End of Period ................................. $      5.20
                                                                 ===========
  Total Return(3) ..............................................        4.00%


RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ..............        0.29%(4)
Ratio of Net Investment Income to Average Net Assets ...........        1.33%(4)
Portfolio Turnover Rate ........................................           0%
Net Assets, End of Period (in thousands) ....................... $   264,580

(1)  February 26, 1999 (inception) through March 31, 1999.

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

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

(4)  Annualized.

See Notes to Financial Statements


                                                  www.americancentury.com     21


Independent Auditors' Report
- --------------------------------------------------------------------------------

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

   We have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the schedule of investments, of Equity Index Fund (the "Fund"), one of
the funds comprising American Century Capital Portfolios,  Inc., as of March 31,
1999, and the related  statement of operations for the period  February 26, 1999
(inception)  through March 31, 1999,  the statement of changes in net assets for
the  period  February  26,  1999  through  March  31,  1999,  and the  financial
highlights  for the period  February  26, 1999  through  March 31,  1999.  These
financial  statements and the financial highlights are the responsibility of the
Fund's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements and the financial highlights based on our audit.

   We  conducted  our  audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures  included  confirmation of securities owned at March
31, 1999,  by  correspondence  with the  custodian  and  brokers.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

   In our opinion,  such financial  statements and financial  highlights present
fairly, in all material respects, the financial position of Equity Index Fund as
of March 31, 1999, the results of its operations for the period then ended,  the
changes in its net assets in the period then ended, and the financial highlights
for the period  then ended in  conformity  with  generally  accepted  accounting
principles.

Deloitte & Touche LLP
Kansas City, Missouri
May 7, 1999


22      1-800-345-2021


Share Class and Retirement Account Information
- --------------------------------------------------------------------------------
SHARE CLASS

     Two classes of shares are authorized for sale by the fund: Investor Class
and Institutional Class.

     INVESTOR CLASS  shareholders  do not pay any  commissions or other fees for
purchase  of fund shares  directly  from  American  Century.  Investors  who buy
Investor  Class  shares  through  a  broker-dealer  may be  required  to pay the
broker-dealer a transaction fee. THE PRICE AND PERFORMANCE OF THE  INSTITUTIONAL
CLASS AND INVESTOR CLASS SHARES ARE LISTED IN NEWSPAPERS.

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

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

RETIREMENT ACCOUNT INFORMATION

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

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

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


                                                  www.americancentury.com     23


Background Information
- --------------------------------------------------------------------------------

INVESTMENT POLICIES

     American  Century  offers 14 growth and  income  funds  including  domestic
equity, balanced, asset allocation, and specialty.

     The  Equity  Index  fund  seeks to  match,  as  closely  as  possible,  the
investment  characteristics  and 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
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.

FUND MANAGEMENT

     Barclays  Global Fund  Advisors  (BGFA),  a subsidiary  of Barclays  Global
Investors (BGI), serves as subadvisor of the American Century Equity Index Fund,
with oversight by American Century's quantitative equity group.

     In 1971,  BGI  introduced  the  concept  of  indexing.  With  assets  under
management of more than $600 billion,  BGI is the world's largest  institutional
investment  firm.  BGI's clients  include  corporate and  government  retirement
plans,  universities,  foundations,  financial  planning  advisors,  mutual fund
distributors and central banks. A subsidiary of London,  UK-based  Barclays PLC,
BGI is headquartered in San Francisco, CA, and has offices wordwide.
COMPARATIVE INDICES

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

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

     The S&P MIDCAP 400 is a capitalization-weighted  index of the stocks of 400
domestic  stocks  chosen for their market  size,  liquidity  and industry  group
representations.  The market  capitalization  of stocks in the index ranges from
approximately  $1 billion to $5  billion.  Created by  Standard & Poor's,  it is
considered to represent the performance of mid-cap stocks generally.

     The  RUSSELL  2000  INDEX was  created  by the Frank  Russell  Company.  It
measures  the   performance   of  the  2,000   smallest  of  the  3,000  largest
publicly-traded  U.S.  companies  based  on  total  market  capitalization.  The
Russell2000  represents  approximately 10% of the total market capitalization of
the top 3,000  companies.  The  average  market  capitalization  of the index is
approximately $780 million.


"Standard  &   Poor's,(reg.tm)"   "S&P   500,(reg.tm)"   and  "S&P(reg.tm)"  are
trademarksof The McGraw-Hill Companies,  Inc., and have been licensed for use by
American  Century  Investment  Management,  Inc.  The  fund  is  not  sponsored,
endorsed,  sold orpromoted by Standard & Poor's,  and Standard & Poor's makes no
representation regarding the advisability of investing in the fund.

24       1-800-345-2021

Glossary
- --------------------------------------------------------------------------------
RETURNS

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

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal  year-by-year total returns,  please refer to the"Financial
Highlights" on page 20-21.

INVESTMENT  TERMS

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

* MEDIAN  MARKET  CAPITALIZATION  -- Market  capitalization  (market cap) is the
total value of a company's  stock and is calculated by multiplying the number of
outstanding  common shares by the current share price.  The company whose market
cap is in the  middle  of the  portfolio  is the  median  market  cap.  Half the
companies in the portfolio  have values  greater than the median,  and half have
values that are less. If there is an even number of  companies,  then the median
is the average of the two companies in the middle.

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

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

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

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

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

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

* GROWTH  STOCKS --  stocks of  companies  that have  experienced  above-average
earnings  growth and are expected to continue  such  growth.  These stocks often
sell at  high  P/E  ratios.  Examples  can  include  the  stocks  of  high-tech,
healthcare and consumer staples companies.


                                                 www.americancentury.com     25


Glossary
- --------------------------------------------------------------------------------
                                                                    (Continued)

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

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

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

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

FUND CLASSIFICATIONS

INVESTMENT OBJECTIVE

The investment  objective may be based on the fund's  objective as stated in its
prospectus or fund profile,  or the fund's  categorization by independent rating
organizations based on its management style.

* CAPITAL  PRESERVATION  -- Offers  taxable and tax-free  money market funds for
relative  stability of  principal  and  liquidity,  allowing  maximum  portfolio
diversification.

* INCOME -- Offers funds that can provide current income and competitive yields,
as well as a strong and stable  foundation and generally lower volatility levels
than stock funds.

* GROWTH & INCOME --  Offers  funds  that  emphasize  both  growth  and  income,
diversification,  varying  capitalization sizes, and different investment styles
and strategies.

* GROWTH -- Offers  funds with a focus on  capital  appreciation  and  long-term
growth,  generally providing high return potential with corresponding high price
fluctuation risk.

RISK

The classification of funds by risk category is based on quantitative historical
measures as well as qualitative prospective measures. It is not intended to be a
precise  indicator  of future risk or return  levels.  The degree of risk within
each category can vary  significantly,  and some fund returns have  historically
been higher than more aggressive  funds or lower than more  conservative  funds.
Please be aware that the fund's category may change over time. Therefore,  it is
important  that you read a fund's  prospectus or fund profile  carefully  before
investing to ensure its  objectives,  policies and risk potential are consistent
with your needs.

*  CONSERVATIVE  -- these funds  generally  provide lower return  potential with
either low or minimal price fluctuation risk.

* MODERATE -- these funds  generally  provide  moderate  return  potential  with
moderate price fluctuation risk.

*  AGGRESSIVE  -- these  funds  generally  provide  high return  potential  with
corresponding high price fluctuation risk.


26      1-800-345-2021


Notes
- --------------------------------------------------------------------------------


                                                   www.americancentury.com    27


Notes
- --------------------------------------------------------------------------------


28        1-800-345-2021


[inside back cover]

===============================================================================
INVESTMENT OBJECTIVE - CAPITAL PRESERVATION
===============================================================================

                  RISK LEVEL - CONSERVATIVE

TAXABLE MONEY MARKETS           TAX-FREE MONEY MARKETS

Premium  Capital Reserve        FL Municipal Money Market
Prime Money Market              CA Municipal Money Market
Premium Government Reserve      CA Tax-Free Money Market
Government Agency               Tax-Free Money Market
   Money Market
Capital Preservation

===============================================================================
INVESTMENT OBJECTIVE - INCOME
===============================================================================

                   RISK LEVEL - AGGRESSIVE

TAXABLE BONDS                   TAX-FREE BONDS

Target 2025*                    CA High-Yield Municipal
Target 2020*                    High-Yield Municipal
Target 2015*
Target 2010*
High-Yield
International Bond

                    RISK LEVEL - MODERATE

TAXABLE BONDS                   TAX-FREE BONDS

Long-Term Treasury              CA Long-Term Tax-Free
Target 2005*                    Long-Term Tax-Free
Bond                            CA Insured Tax-Free
Premium Bond

                   RISK LEVEL - CONSERVATIVE

TAXABLE BONDS                   TAX-FREE BONDS

Intermediate-Term Bond          CA Intermediate-Term Tax-Free
Intermediate-Term Treasury      AZ Intermediate-Term Municipal
GNMA                            FL Intermediate-Term Municipal
Inflation-Adjusted Treasury     Intermediate-Term  Tax-Free
Limited-Term Bond               CA Limited-Term  Tax-Free
Target 2000*                    Limited-Term Tax-Free
Short-Term Government
Short-Term Treasury

===============================================================================
INVESTMENT OBJECTIVE - GROWTH AND INCOME
===============================================================================

                     RISK LEVEL - AGGRESSIVE

DOMESTIC EQUITY

Small Cap Quantitative
Small Cap Value

                      RISK LEVEL - MODERATE

ASSET ALLOCATION/BALANCED       DOMESTIC EQUITY        SPECIALTY

Strategic Allocation --         Equity Growth          Utilities
   Aggressive                   Equity Index           Real Estate
Balanced                        Tax-Managed Value
Strategic Allocation --         Income & Growth
   Moderate                     Value
Strategic Allocation --         Equity Income
   Conservative

===============================================================================
INVESTMENT OBJECTIVE - GROWTH
===============================================================================

                      RISK LEVEL - AGGRESSIVE

DOMESTIC EQUITY                 SPECIALTY              INTERNATIONAL

New Opportunities               Global Gold            Emerging Markets
Giftrust(reg.tm)                                       International Discovery
Vista                                                  International Growth
Heritage                                               Global Growth
Growth
Ultra
Select

                       RISK LEVEL - MODERATE

SPECIALTY

Global Natural Resources


The investment  objective may be based on the fund's  objective as stated in its
prospectus or fund profile,  or the fund's  categorization by independent rating
organizations based on its management style.

The classification of funds by risk category is based on quantitative historical
measures as well as qualitative prospective measures. It is not intended to be a
precise  indicator  of future risk or return  levels.  The degree of risk within
each category can vary  significantly,  and some fund returns have  historically
been higher than more aggressive  funds or lower than more  conservative  funds.
Please be aware that a fund's  category may change over time.  Therefore,  it is
important  that you read a fund's  prospectus or fund profile  carefully  before
investing to ensure its  objectives,  policies and risk potential are consistent
with your needs.

For a definition of fund categories, see the Glossary.

*  While listed within the Income investment objective,  the Target funds do not
   pay current dividend income.  Income dividends are distributed once a year in
   December. The Target funds are listed in all three risk categories due to the
   dramatic  price  volatility  investors may  experience  during certain market
   conditions.  If held  to  their  target  dates,  however,  they  can  offer a
   conservative, dependable way to invest for a specific time horizon.

Please call for a prospectus  or profile on any  American  Century  fund.  These
documents contain important information including charges and expenses,  and you
should read them carefully before you invest or send money.



[back cover]

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

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

WWW.AMERICANCENTURY.COM

INVESTOR RELATIONS
1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE
1-800-345-8765

FAX: 816-340-7962

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

BUSINESS, NOT-FOR-PROFIT, EMPLOYER-SPONSORED RETIREMENT PLANS
1-800-345-3533

AMERICAN CENTURY CAPITAL PORTFOLIOS. INC.

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

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



American Century Investments                                      BULK RATE
P.O. Box 419200                                               U.S. POSTAGE PAID
Kansas City, MO 64141-6200                                    AMERICAN CENTURY
www.americancentury.com                                           COMPANIES

9904                                                    Funds Distributor, Inc.
SH-BKT-15981                      (c)1999 American Century Services Corporation


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