American Century Capital Portfolios, Inc.

PROSPECTUS SUPPLEMENT

SMALL CAP VALUE FUND

[american century investments logo and text logo]

Supplement dated October 26, 2007 * Prospectus dated August 1, 2007

The C Class will be closed to new investors as of the close of the New York
Stock Exchange (NYSE) on November 2, 2007. C Class shareholders who have open
accounts may make additional investments until the close of the NYSE on November
23, 2007, after which time the C Class will be closed to all investments, except
reinvested dividends and capital gains distributions.

On December 3, 2007, C Class shareholders will receive Advisor Class shares on a
tax-free basis in exchange for their C Class shares. The value of a
shareholder's account will not change as a result of the transaction.

Accordingly, all references to the C Class should be deleted from the
prospectus.

American Century Investment Services, Inc., Distributor

©2007 American Century Proprietary Holdings, Inc. All rights reserved.

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.

SH-SPL-57445 0710












American Century Capital Portfolios, Inc.

PROSPECTUS SUPPLEMENT

LARGE COMPANY VALUE FUND

[american century investments logo and text logo]

Supplement dated October 26, 2007 * Prospectus dated August 1, 2007

THE FIRST PARAGRAPH OF ITALICIZED TYPE IS DELETED ON THE COVER OF THE
PROSPECTUS.

THE FOLLOWING IS ADDED AS THE FIRST SECTION UNDER THE HEADING ADDITIONAL
POLICIES AFFECTING YOUR INVESTMENT ON PAGE 19 OF THE PROSPECTUS:

Eligibility for Investor Class Shares

The fund's Investor Class shares are available for purchase through financial
intermediaries in the following types of accounts:

*  employer-sponsored retirement plans

*  broker-dealer sponsored fee-based wrap programs or other fee-based
   advisory accounts

*  insurance products and bank/trust products where fees are being charged

The fund's Investor Class shares also are available for purchase directly from
American Century by:

*  shareholders who held any account directly with American Century as of
   September 28, 2007, and have continuously maintained such account (this
   includes anyone listed in the registration of an account, such as joint
   owners, trustees or custodians, and the immediate family members of such
   persons)

*  current or retired employees of American Century and their immediate
   family members, and directors of the fund

Investors may be required to demonstrate eligibility to purchase Investor Class
shares of the fund before an investment is accepted. The fund reserves the
right, when in the judgment of American Century it is not adverse to the fund's
interest, to permit all or only certain types of investors to open new accounts
in the fund, to impose further restrictions, or to close the fund to any
additional investments, all without notice.

THE FOLLOWING REPLACES THE FIRST PARAGRAPH UNDER MULTIPLE CLASS INFORMATION ON
PAGE 27 OF THE PROSPECTUS:

American Century offers the following classes of shares of the fund: Investor
Class, Institutional Class, Advisor Class, A Class, B Class, C Class and R
Class.

SPECIAL MEETING OF SHAREHOLDERS

At Special Meetings of Shareholders held July 27, 2007 and September 25, 2007,
shareholders of the fund approved a change to the Advisor Class fee structure
and the combination of A Class shares into Advisor Class shares. The fee
structure change will result in a decrease of 25 basis points (0.25%) in the
Rule 12b-1 fee and a simultaneous increase of 25 basis points in the unified
management fee, resulting in no change to the total expense ratio of the class.
In addition, the fund's Advisor Class will be combined with the A Class and will
become subject to a maximum 5.75% front-end sales load.




THE FOLLOWING CHANGES ARE EFFECTIVE DECEMBER 3, 2007.

THE A CLASS AVERAGE ANNUAL TOTAL RETURNS TABLE ON PAGE 4 OF THE PROSPECTUS IS
DELETED. THE FOLLOWING REPLACES THE ADVISOR CLASS AVERAGE ANNUAL TOTAL RETURNS
TABLE ON PAGE 5 OF THE PROSPECTUS:

A CLASS(1)
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2006  1 YEAR  5 YEARS  LIFE OF CLASS(2)
--------------------------------------------------------------------------------
Return Before Taxes                            12.58%  8.16%    9.08%

Russell 1000® Value Index                      22.25%  10.86%   7.90%(3)
   (reflects no deduction
   for fees, expenses or taxes)

S&P 500® Index                                 15.79%  6.19%    1.58%(3)
   (reflects no deduction
   for fees, expenses or taxes)
--------------------------------------------------------------------------------

(1)  PRIOR TO DECEMBER 3, 2007, THE A CLASS WAS REFERRED TO AS THE ADVISOR
     CLASS. PERFORMANCE PRIOR TO THAT DATE HAS BEEN RESTATED TO REFLECT THE A
     CLASS SALES CHARGE.

(2)  THE INCEPTION DATE FOR THE A CLASS IS OCTOBER 26, 2000.

(3)  SINCE OCTOBER 31, 2000, THE DATE CLOSEST TO THE CLASS'S INCEPTION FOR
     WHICH DATA IS AVAILABLE.

THE COLUMN FOR THE ADVISOR CLASS IS DELETED FROM THE SHAREHOLDER FEES TABLE ON
PAGE 6 OF THE PROSPECTUS.

THE ROW FOR THE ADVISOR CLASS IS DELETED FROM THE ANNUAL FUND OPERATING EXPENSES
TABLE ON PAGE 6 OF THE PROSPECTUS.

THE ROWS FOR THE ADVISOR CLASS ARE DELETED FROM THE EXAMPLE TABLES ON PAGE 7 OF
THE PROSPECTUS.

THE COLUMN FOR THE ADVISOR CLASS IS DELETED FROM THE MANAGEMENT FEES PAID TABLE
ON PAGE 10 OF THE PROSPECTUS.

THE FOLLOWING REPLACES THE FIRST PARAGRAPH UNDER INVESTING THROUGH A FINANCIAL
INTERMEDIARY ON PAGE 14 OF THE PROSPECTUS:

The fund's A, C and R Classes are intended for purchase by participants in
employer-sponsored retirement plans. Additionally, the fund's A, B and C Classes
are intended for persons purchasing shares through FINANCIAL INTERMEDIARIES that
provide various administrative and distribution services. For more information
regarding employer-sponsored retirement plan types, please see BUYING AND
SELLING FUND SHARES in the statement of additional information.

THE FOLLOWING REPLACES THE TABLE ON PAGE 14 OF THE PROSPECTUS:

A CLASS                               B CLASS
--------------------------------------------------------------------------------
Initial sales charge(1)               No initial sales charge
--------------------------------------------------------------------------------
Generally no contingent deferred      Contingent deferred sales charge
sales charge(2)                       on redemptions within six years
--------------------------------------------------------------------------------
12b-1 fee of 0.25%                    12b-1 fee of 1.00%
--------------------------------------------------------------------------------
No conversion feature                 Convert to A Class shares eight
                                      years after purchase
--------------------------------------------------------------------------------
Generally more appropriate            Purchases generally limited to investors
for long-term investors               whose aggregate investments in American
                                      Century funds are less than $50,000;
                                      generally offered through financial
                                      intermediaries(3)
--------------------------------------------------------------------------------


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C CLASS                                          R CLASS
--------------------------------------------------------------------------------
No initial sales charge                          No initial sales charge
--------------------------------------------------------------------------------
Contingent deferred sales charge                 No contingent deferred
on redemptions within 12 months                  sales charge
--------------------------------------------------------------------------------
12b-1 fee of 1.00%                               12b-1 fee of 0.50%
--------------------------------------------------------------------------------
No conversion feature                            No conversion feature
--------------------------------------------------------------------------------
Purchases generally limited to                   Generally offered through
investors whose aggregate                        employer-sponsored retirement
investments in American Century                  plans and other fee-based
funds are less than $1,000,000;                  arrangements(4)
generally more appropriate for
short-term investors
--------------------------------------------------------------------------------

(1)  THE SALES CHARGE FOR A CLASS SHARES DECREASES DEPENDING ON THE SIZE OF
     YOUR INVESTMENT, AND MAY BE WAIVED FOR SOME PURCHASES. THERE IS NO SALES
     CHARGE FOR PURCHASES OF $1,000,000 OR MORE.

(2)  A CONTINGENT DEFERRED SALES CHARGE (CDSC) OF 1.00% WILL BE CHARGED ON
     CERTAIN PURCHASES OF $1,000,000 OR MORE THAT ARE REDEEMED WITHIN ONE YEAR
     OF PURCHASE.

(3)  INVESTORS IN SIMPLE IRA PLANS, SEP IRA PLANS AND SARSEP PLANS
     ESTABLISHED PRIOR TO AUGUST 1, 2006, MAY MAKE ADDITIONAL PURCHASES. THIS
     CLASS IS NOT AVAILABLE FOR NEW EMPLOYER-SPONSORED RETIREMENT PLAN ACCOUNTS.

(4)  IRA ACCOUNTS IN R CLASS SHARES ESTABLISHED THROUGH FINANCIAL
     INTERMEDIARIES PRIOR TO AUGUST 1, 2006, MAY MAKE ADDITIONAL PURCHASES. THE
     R CLASS IS AVAILABLE FOR EMPLOYER-SPONSORED RETIREMENT PLANS ONLY AFTER
     AUGUST 1, 2006.

THE FOLLOWING REPLACES THE FIRST PARAGRAPH UNDER MULTIPLE CLASS INFORMATION ON
PAGE 27 OF THE PROSPECTUS:

American Century offers the following classes of shares of the fund: Investor
Class, Institutional Class, A Class, B Class, C Class and R Class.

THE FOLLOWING REPLACES THE FIRST PARAGRAPH OF THE SERVICE, DISTRIBUTION AND
ADMINISTRATIVE FEES SECTION ON PAGE 27 OF THE PROSPECTUS:

Service, Distribution and Administrative Fees

Investment Company Act Rule 12b-1 permits mutual funds that adopt a written plan
to pay certain expenses associated with the distribution of their shares out of
fund assets. Each class, except the Investor Class and Institutional Class,
offered by this prospectus has a 12b-1 plan. The plans provide for the fund to
pay annual fees of 0.25% for A Class, 1.00% for B and C Classes, and 0.50% for R
Class to the distributor for distribution and individual shareholder services,
including past distribution services. The distributor pays all or a portion of
such fees to the financial intermediaries that make the classes available.
Because these fees may be used to pay for services that are not related to
prospective sales of the fund, each class will continue to make payments under
its plan even if it is closed to new investors. Because these fees are paid out
of the fund's assets on an ongoing basis, over time these fees will increase the
cost of your investment and may cost you more than other types of sales charges.
The higher fees for B and C Class shares may cost you more over time than paying
the initial sales charge for A Class shares. For additional information about
the plans and their terms, see MULTIPLE CLASS STRUCTURE in the statement of
additional information.

THE FINANCIAL HIGHLIGHTS ON PAGE 32 OF THE PROSPECTUS ARE DELETED.

IN THE FINANCIAL HIGHLIGHTS ON PAGE 36 OF THE PROSPECTUS THE REFERENCES TO
ADVISOR CLASS SHOULD BE REPLACED WITH A CLASS.


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THE FOLLOWING REPLACES THE TABLE ON THE BACK COVER OF THE PROSPECTUS:

FUND REFERENCE             FUND CODE          TICKER          NEWSPAPER LISTING
--------------------------------------------------------------------------------
Large Company Value Fund
  Investor Class           987                ALVIX           LgComVal
--------------------------------------------------------------------------------
  Institutional            487                ALVSX           LgComVal
  Class
--------------------------------------------------------------------------------
  A Class                  887                ALPAX           LgComVal
--------------------------------------------------------------------------------
  B Class                  387                ALBVX           LgComVal
--------------------------------------------------------------------------------
  C Class                  687                ALPCX           LgComVal
--------------------------------------------------------------------------------
  R Class                  287                ALVRX           LgComVal
--------------------------------------------------------------------------------

American Century Investment Services, Inc., Distributor

©2007 American Century Proprietary Holdings, Inc. All rights reserved.

The American Century Investments logo, American Century and American Century
Investments are service marks of American Century Proprietary Holdings, Inc.

SH-SPL-57454 0710