AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.

                             ARTICLES SUPPLEMENTARY

         AMERICAN CENTURY CAPITAL PORTFOLIOS, INC., a Maryland corporation whose
principal Maryland office is located in Baltimore, Maryland (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

         FIRST: Pursuant to authority expressly vested in the Board of Directors
by Article FIFTH and Article SEVENTH of the Articles of Incorporation of the
Corporation, the Board of Directors of the Corporation has allocated One Billion
Seven Hundred Thirty Five Million (1,735,000,000) shares of the Three Billion
(3,000,000,000) shares of authorized capital stock of the Corporation, par value
One Cent ($0.01) per share, for an aggregate par value of Seventeen Million
Three Hundred Fifty Thousand Dollars ($17,350,000). As a result of the action
taken by the Board of Directors referenced in Article FIRST of these Articles
Supplementary, the six (6) Series of stock of the Corporation and the number of
shares and aggregate par value of each is as follows:

        Series                      Number of Shares    Aggregate Par Value
        ------                      ----------------    -------------------

        Equity Income Fund          235,000,000              $2,350,000

        Value Fund                  950,000,000              $9,500,000

        Real Estate Fund             75,000,000              $  750,000

        Small Cap Value Fund        137,500,000              $1,375,000

        Equity Index Fund           250,000,000              $2,500,000

        Large Cap Value Fund         87,500,000              $  875,000

         SECOND: Pursuant to authority expressly vested in the Board of
Directors by Article FIFTH and Article SEVENTH of the Articles of Incorporation,
the Board of Directors of the Corporation (a) has duly established classes of
shares (each hereinafter referred to as a "Class") for the Series of the capital
stock of the Corporation and (b) has allocated the shares designated to the
Series in Article EIGHTH above among the Classes of shares. As a result of the
action taken by the Board of Directors, the Classes of shares of the six (6)
Series of stock of the Corporation and the number of shares and aggregate par
value of each is as follows:

                                                             Number of
                                                             Shares                      Aggregate
 Series Name                    Class Name                   Allocated                   Par Value

Equity Income Fund              Investor                     200,000,000                $2,000,000
                                Institutional                 12,500,000                   125,000
                                Service                                0                         0
                                Advisor                       12,500,000                   125,000
                                C                             10,000,000                   100,000

Value Fund                      Investor                     750,000,000                $7,500,000
                                Institutional                100,000,000                 1,000,000
                                Service                                0                         0
                                Advisor                       50,000,000                   500,000
                                C                             50,000,000                   500,000

Real Estate Fund                Investor                      50,000,000                  $500,000
                                Institutional                 12,500,000                   125,000
                                Service                                0                         0
                                Advisor                       12,500,000                   125,000

Small Cap Value Fund            Investor                     100,000,000                $1,000,000
                                Institutional                 12,500,000                   125,000
                                Service                                0                         0
                                Advisor                       12,500,000                   125,000
                                C                             12,500,000                   125,000

Equity Index Fund               Investor                      50,000,000                $  500,000
                                Institutional                200,000,000                 2,000,000

Large Cap Value Fund            Investor                      50,000,000                  $500,000
                                Institutional                 12,500,000                   125,000
                                Service                                0                         0
                                Advisor                       12,500,000                   125,000
                                C                             12,500,000                   125,000


         THIRD: Except as otherwise provided by the express provisions of these
Articles Supplementary, nothing herein shall limit, by inference or otherwise,
the discretionary right of the Board of Directors to serialize, classify or
reclassify and issue any unissued shares of any Series or Class or any unissued
shares that have not been allocated to a Series or Class, and to fix or alter
all terms thereof, to the full extent provided by the Articles of Incorporation
of the Corporation.

         FOURTH: A description of the series and classes of shares, including
the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions for
redemption is set forth in the Articles of Incorporation of the Corporation and
is not changed by these Articles Supplementary, except with respect to the
creation and/or designation of the various Series.

         FIFTH: The Board of Directors of the Corporation had classified as
Series the authorized capital stock of the Corporation and has allocated shares
to each Series as set forth in these Articles Supplementary.






         IN WITNESS WHEREOF, AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. has
caused these Articles Supplementary to be signed and acknowledged in its name
and on its behalf by its Senior Vice President and attested to by its Assistant
Secretary on this 21st day of May, 2001.

                                            AMERICAN CENTURY
ATTEST:                                     CAPITAL PORTFOLIOS, INC.




Name:  Charles A. Etherington               Name:   David C. Tucker
Title:   Assistant Secretary                Title:    Senior Vice President


         THE UNDERSIGNED Senior Vice President of AMERICAN CENTURY CAPITAL
PORTFOLIOS, INC., who executed on behalf of said Corporation the foregoing
Articles Supplementary to the Charter, of which this certificate is made a part,
hereby acknowledges, in the name of and on behalf of said Corporation, the
foregoing Articles Supplementary to the Charter to be the corporate act of said
Corporation, and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects under the penalties of
perjury.



Dated:  May 21, 2001
                                          --------------------------------------
                                          David C. Tucker, Senior Vice President