EXHIBIT 99.a32



                    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:  The  Corporation  is  registered  as an open-end  company under the
Investment Company Act of 1940.

     SECOND: 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 (i)  established R
Class shares of the Mid Cap Value Fund and Value Fund and (ii) increased in some
cases and  decreased  in some  cases the  number of shares of  capital  stock of
certain series that the  Corporation  has authority to issue in accordance  with
Section 2-105(c) of the Maryland General Corporation Law (the "Reallocation").

     THIRD:  Immediately  prior  to the  Reallocation  the  Corporation  had the
authority  to issue  Five  Billion  (5,000,000,000)  shares  of  capital  stock.
Following  the  Reallocation,  the  Corporation  has the authority to issue Five
Billion (5,000,000,000) shares of capital stock.

     FOURTH:  The par value of shares of the Corporation's  capital stock before
the Reallocation was, and after the Reallocation is, One Cent ($0.01) per share.

     FIFTH:  Immediately prior to the  Reallocation,  the aggregate par value of
all  shares of stock  that the  Corporation  was  authorized  to issue was Fifty
Million  Dollars  ($50,000,000).  After giving effect to the  Reallocation,  the
aggregate par value of all shares of stock that the Corporation is authorized to
issue is Fifty Million Dollars ($50,000,000).

     SIXTH: Immediately prior to the Reallocation, the seven (7) Series of stock
of the  Corporation and the number of shares and aggregate par value of each was
as follows:

  SERIES                        NUMBER OF SHARES         AGGREGATE PAR VALUE
  ------                        ----------------         -------------------

 Equity Income Fund               1,255,000,000             $  12,550,000
 Value Fund                       1,230,000,000                12,300,000
 Real Estate Fund                   100,000,000                 1,000,000
 Small Cap Value Fund               640,000,000                 6,400,000
 Equity Index Fund                  650,000,000                 6,500,000
 Large Company Value Fund           560,000,000                 5,600,000
 Mid Cap Value Fund                 150,000,000                 1,500,000


The par  value of each  share of stock in each  Series is One Cent  ($0.01)  per
share.

     SEVENTH:  Immediately prior to the  Reallocation,  the number of shares and
aggregate par value of each allocated among the Classes of shares is as follows:





                                               NUMBER OF
                                               SHARES              AGGREGATE
 SERIES NAME               CLASS NAME          ALLOCATED           PAR VALUE
 -----------               ----------          ---------           ---------

Equity Income Fund         Investor           900,000,000          $9,000,000
                           Institutional       75,000,000             750,000
                           Service                      0                   0
                           R                   10,000,000             100,000
                           Advisor            250,000,000           2,500,000
                           C                   20,000,000             200,000

Value Fund                 Investor           900,000,000          $9,000,000
                           Institutional      100,000,000           1,000,000
                           Service                      0                   0
                           Advisor            150,000,000           1,500,000
                           C                   20,000,000             200,000
                           A                   50,000,000             500,000
                           B                   10,000,000             100,000
                           C II                         0                   0

Real Estate Fund           Investor             60,000,000           $600,000
                           Institutional        20,000,000            200,000
                           Service                       0                  0
                           Advisor              20,000,000            200,000

Small Cap Value Fund       Investor            400,000,000         $4,000,000
                           Institutional        70,000,000            700,000
                           Service                       0                  0
                           Advisor             160,000,000          1,600,000
                           C                    10,000,000            100,000

Equity Index Fund          Investor            100,000,000         $1,000,000
                           Institutional       550,000,000          5,500,000

Large Company Value Fund   Investor            225,000,000         $2,250,000
                           Institutional       150,000,000          1,500,000
                           Service                       0                  0
                           Advisor              50,000,000            500,000
                           C                    15,000,000            150,000
                           R                    10,000,000            100,000
                           A                   100,000,000          1,000,000
                           B                    10,000,000            100,000
                           C II                          0                  0

Mid Cap Value Fund         Investor             50,000,000         $  500,000
                           Institutional        50,000,000         $  500,000
                           Advisor              50,000,000         $  500,000



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     EIGHTH: 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  Five
Billion  (5,000,000,000)  shares of the Five Billion  (5,000,000,000)  shares of
authorized  capital stock of the Corporation among the seven (7) Series of stock
of the Corporation as follows:

 SERIES                             NUMBER OF SHARES       AGGREGATE PAR VALUE
 ------                             ----------------       -------------------

Equity Income Fund                   1,390,000,000             $  13,900,000
Value Fund                           1,280,000,000                12,800,000
Real Estate Fund                       110,000,000                 1,100,000
Small Cap Value Fund                   720,000,000                 7,200,000
Equity Index Fund                      650,000,000                 6,500,000
Large Company Value Fund               690,000,000                 6,900,000
Mid Cap Value Fund                     160,000,000                 1,600,000

     NINTH:  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 seven (7) 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          1,000,000,000        $10,000,000
                           Institutional       100,000,000          1,000,000
                           Service                       0                  0
                           R                    10,000,000            100,000
                           Advisor             250,000,000          2,500,000
                           C                    30,000,000            300,000

Value Fund                 Investor            900,000,000         $9,000,000
                           Institutional       100,000,000          1,000,000
                           Service                       0                  0
                           R                    50,000,000            500,000
                           Advisor             150,000,000          1,500,000
                           C                    20,000,000            200,000
                           A                    50,000,000            500,000
                           B                    10,000,000            100,000
                           C II                          0                  0

Real Estate Fund           Investor             70,000,000           $700,000
                           Institutional        20,000,000            200,000



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                           Service                       0                  0
                           Advisor              20,000,000            200,000



                                                NUMBER OF
                                                SHARES              AGGREGATE
 SERIES NAME               CLASS NAME           ALLOCATED           PAR VALUE
 -----------               ----------           ---------           ---------

Small Cap Value Fund       Investor            400,000,000         $4,000,000
                           Institutional       100,000,000          1,000,000
                           Service                       0                  0
                           R                    50,000,000            500,000
                           Advisor             160,000,000          1,600,000
                           C                    10,000,000            100,000

Equity Index Fund          Investor            100,000,000         $1,000,000
                           Institutional       550,000,000          5,500,000

Large Company Value Fund   Investor            300,000,000         $3,000,000
                           Institutional       200,000,000          2,000,000
                           Service                       0                  0
                           Advisor              50,000,000            500,000
                           C                    20,000,000            200,000
                           R                    10,000,000            100,000
                           A                   100,000,000          1,000,000
                           B                    10,000,000            100,000
                           C II                          0                  0

Mid Cap Value Fund         Investor             40,000,000         $  400,000
                           Institutional        40,000,000            400,000
                           Advisor              40,000,000            400,000
                           R                    40,000,000            400,000

     TENTH:  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.

     ELEVENTH: 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.

     TWELFTH: The Board of Directors of the Corporation duly adopted resolutions
dividing into Series and Classes the authorized capital stock of the Corporation
and allocating shares to each as set forth in these Articles Supplementary.


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     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 Vice  President and attested to by its Assistant  Secretary on
this 22nd day of June, 2005.


ATTEST:                                 AMERICAN CENTURY CAPITAL PORTFOLIOS, INC.



/s/ Otis H. Cowan                       /s/ Charles A. Etherington
-------------------------------------   -------------------------------------
Name:    Otis H. Cowan                  Name:   Charles A. Etherington
Title:   Assistant Secretary            Title:  Vice President


     THE  UNDERSIGNED  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:  June 22, 2005                    /s/ Charles A. Etherngton
                                         --------------------------------------
                                         Charles A. Etherington, Vice President


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