AMERICAN ENTERPRISE VARIABLE LIFE ACCOUNT
497, 2000-01-11
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American Express
 Signature
    Variable
    Universal LifeSM

Issued by:
American Enterprise Life
Insurance Company

This wrapper
includes a Prospectus

<PAGE>


Prospectus
Dec. 23, 1999


American Express Signature  Variable Universal Life, a flexible premium variable
life insurance policy

American Enterprise Variable Life Account

Issued by: American Enterprise Life Insurance Company
Administrative Offices:
80 South  Eighth  Street
P.O.  Box  534
Minneapolis,   MN  55440-0534
Telephone: 800-333-3437

This prospectus  contains  information  about the life insurance policy that you
should  know  before  investing.  You also  will  receive  prospectuses  for the
underlying funds that are investment options under your policy.  Please read all
prospectuses carefully and keep them for future reference.

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or passed upon the accuracy of this prospectus. Any representation to
the contrary is a criminal offense.

An investment in this policy is not a deposit of a bank or financial institution
and is not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government  agency.  An investment in this policy involves  investment
risk including possible loss of principal.

<PAGE>

Table of Contents


The Policy in Brief                                           3

Loads, Fees and Charges                                       5


Purchasing Your Policy                                       11

Keeping the Policy in Force                                  13

The Variable Account                                         14

The Funds                                                    15

Rates of Return of the Subaccounts                           20

The Fixed Account                                            21

Policy Value                                                 22

Policy Value Credits                                         24

Proceeds Payable Upon Death                                  25

Transfers between the Fixed Account and Subaccounts          28

Policy Loans                                                 32

Policy Surrenders                                            33

Optional Insurance Benefits                                  34

Payment of Policy Proceeds                                   35

Federal Taxes                                                38

American Enterprise Life                                     40

Management of American Enterprise Life                       42

Other Information                                            43

Policy Illustrations                                         44

Key Terms                                                    48


<PAGE>

The Policy in Brief

Loads, fees and charges:  You pay the following  charges,  either indirectly (as
deductions from the underlying funds), or directly (such as deductions from your
premium payments or from your policy value).  These charges primarily compensate
American  Enterprise Life for  administering and distributing the policy as well
as paying policy benefits and assuming related risks:

     o    Fund  expenses -- apply only to the  underlying  funds and consists of
          investment  management fees, 12b-1 fees, taxes,  brokerage commissions
          and  nonadvisory  expenses  ranging  from  0.65%  to  2.01%  in  total
          expenses. (p. 5)

     o    Premium  expense  charge -- 3% deducted  from each premium  payment to
          cover some distribution  expenses,  state and local premium taxes, and
          federal taxes.

     o    Monthly  deduction  -- charged  against  the value of your policy each
          month (prior to the insured's  attained  insurance age 100),  covering
          the cost of  insurance,  cost of issuing  the  policy,  administrative
          expenses  and  optional  insurance  benefits;  includes a $7 per month
          administrative charge.

     o    Surrender  charge -- applies if you surrender your policy for its full
          cash surrender value, or the policy lapses,  during the first 15 years
          and for 15 years after requesting an increase in the specified amount.
          The maximum surrender charge ranges from $6.84 to $57.75 per thousands
          of dollars of the  initial  specified  amount and any  increase in the
          specified  amount  and is based  on the  insured's  age,  sex and risk
          classification.

     o    Partial surrender fee -- applies if you surrender part of the value of
          your policy; equals $25 or 2% of the amount surrendered,  whichever is
          less.

     o    Mortality and expense risk charge -- applies only to the  subaccounts;
          equals,  on an annual basis, 0.9% of the average daily net asset value
          of the subaccounts.


Purchasing  your  policy:  To apply,  send a completed  application  and premium
payment to American  Enterprise Life's office.  You will need to provide medical
and other  evidence  that the person you propose to insure  (yourself or someone
else) is insurable according to our underwriting rules before we can accept your
application. (p. 11)

Right to examine policy: You may return your policy for any reason and receive a
refund of your policy value, less indebtedness, plus any premium expense charges
or monthly  deductions  taken by mailing us the policy and a written request for
cancellation  by the 20th  day  after  you  receive  it.  In  Hawaii,  Illinois,
Virginia,  Washington  and  Wisconsin,  you will  receive  a full  refund of all
premiums paid. (p. 11)

Premiums:  In applying for your policy, you state how much you intend to pay and
whether you will pay  quarterly,  semiannually  or  annually.  You may also make
additional,  unscheduled  premium payments subject to certain limits. You cannot
make premium payments on or after the insured's  attained  insurance age 100. We
may refuse  premiums in order to comply with the Internal  Revenue Code of 1986,
as amended (the Code). (p. 11)

No lapse guarantee  (NLG): A feature of the policy  guaranteeing the policy will
remain in force five policy years.  The feature is in effect if you meet certain
premium requirements. (p. 13)

Grace period:  If the cash surrender  value of your policy becomes less than the
amount needed to pay the monthly  deduction and the no lapse guarantee is not in
effect,  you will have 61 days to pay a premium  that raises the cash  surrender
value to an amount  sufficient to pay the monthly  deduction.  If you don't, the
policy will lapse. (p. 13)

Reinstatement:  If your policy lapses,  it can be reinstated  within five years.
The  reinstatement  is subject  to  certain  conditions  including  evidence  of
insurability  satisfactory  to  American  Enterprise  Life and the  payment of a
sufficient  premium.  (p.  13)

<PAGE>

Purpose:  The purpose of the policy is to provide life  insurance  protection on
the life of the insured and to build policy value.  The policy  provides a death
benefit that we pay to the beneficiary  upon the insured's death. As in the case
of other life insurance  policies,  it may not be  advantageous to purchase this
policy as a  replacement  for,  or in addition  to an  existing  life  insurance
policy.

The policy allows you, as the owner, to allocate your net premiums,  or transfer
policy value, to:

   The variable account, consisting of subaccounts, each of which invests in a
   fund with a particular investment objective. You may direct premiums to any
   or all of these subaccounts. Your policy's value may increase or decrease
   daily, depending on the investment return. No minimum amount is guaranteed.
   (p. 14)

   The fixed account, which earns interest at rates that are adjusted
   periodically by American Enterprise Life. This rate will never be lower than
   4.0%. (p. 21)

Policy value credits: Beginning in the 11th policy year and while this policy is
in force, we will periodically apply a policy value credit to your policy value.
(p. 24)

Proceeds payable upon death:  Prior to the insured's attained insurance age 100,
your policy's death benefit can never be less than the specified amount,  unless
you  change  that  amount  or your  policy  has  outstanding  indebtedness.  The
relationship  between the policy value and the death benefit depends on which of
two options you choose:

o  Option 1 level amount: The death benefit is the greater of the specified
   amount or a percentage of policy value.

o  Option 2 variable  amount:  The death  benefit is the greater of the
   specified amount plus the policy value or a percentage of policy value.

You may change the death  benefit  option or  specified  amount  within  certain
limits; doing so generally will affect policy charges.

On or after the insured's  attained insurance age 100, the proceeds payable upon
the death of the insured will be the cash surrender value.(p. 25)

Transfers  between  the fixed  account and  subaccounts:  You may, at no charge,
transfer policy value from one subaccount to another or between  subaccounts and
the fixed account.  (Certain restrictions apply to transfers involving the fixed
account.) You also can arrange for automated  transfers  among the fixed account
and subaccounts. (p. 28)

Policy  loans:  You may borrow  against your policy's cash  surrender  value.  A
policy loan,  even if repaid,  can have a permanent  effect on the death benefit
and policy value. A loan may have tax  consequences if your policy lapses or you
surrender it. (p. 32)

Policy  surrenders:  You may cancel this policy while it is in force and receive
its cash surrender  value.  The cash  surrender  value is the policy value minus
indebtedness, minus any applicable surrender charges. (p. 33)

Exchange  right:  For two years after the policy is issued,  you can exchange it
for one that provides  benefits that do not vary with the  investment  return of
the subaccounts. Because the policy itself offers a fixed return option, all you
need do is  transfer  all of the policy  value in the  subaccounts  to the fixed
account.

Payment of policy  proceeds:  We will pay policy proceeds when you surrender the
policy or the insured dies. You or the  beneficiary  may choose whether you want
us to make a lump sum payment or payments under one or more of certain  options.
(p. 35)

Federal  taxes:  The death benefit is not considered  part of the  beneficiary's
income and therefore is not subject to federal  income taxes.  When the proceeds
are paid after the insured's  attained insurance age 100, if the amount received
plus any indebtedness  exceeds your investment in the policy,  the excess may be
taxable as ordinary income. Part or all of any proceeds you receive through full
or partial  surrender,  lapse,  policy loan or assignment of policy value may be
subject to federal  income tax as  ordinary  income.  Proceeds  other than death
benefits from certain policies,  classified as "modified  endowments," are taxed
differently from proceeds of conventional life insurance  contracts and also may
be subject to an additional 10% IRS penalty tax if you are younger than 591/2. A
policy  is  considered  to be a  modified  endowment  if it was  applied  for or
materially  changed  after June 21, 1988,  and premiums  paid in the early years
exceed certain modified endowment limits. (p. 38)


<PAGE>

Loads, Fees and Charges

Policy charges compensate American Enterprise Life for:

o  providing the insurance benefits of the policy;

o  issuing the policy;

o  administering the policy;

o  assuming certain risks in connection with the policy; and

o  distributing the policy.

We deduct some of these  charges from your premium  payments.  We deduct  others
periodically from your policy value in the fixed account and/or subaccounts.  We
may also assess a charge if you surrender your policy or the policy lapses.

FUND EXPENSES

The  investment  managers  and advisers  receive fees for their  services to the
funds. The funds also pay taxes, brokerage commissions and nonadvisory expenses,
such as  custodian  and trustee  fees,  registration  fees for shares,  postage,
fidelity and security bond costs,  legal fees and other  miscellaneous  fees and
charges.  The table below will help you  understand  the expenses that the funds
pay.

Annual operating expenses of the funds
(as a percentage of average daily net assets)
<TABLE>
<CAPTION>
                                                                        Management         12b-1        Other
                                                                           Fees            Fees        Expenses        Total
<S>                                                                    <C>                <C>        <C>              <C>
- ----------------------------------------------------------------------------------------------------------------------------------
 AXPSM Variable Portfolio-- Blue Chip Advantage Fund                          .56%         .13         .26              .95%11

 AXPSM Variable Portfolio-- Bond Fund                                         .60%         .13         .07              .80%1

 AXPSM Variable Portfolio-- Capital Resource Fund                             .59%         .13         .07              .79%1

 AXPSM Variable Portfolio-- Cash Management Fund                              .50%         .13         .06              .69%1

 AXPSM Variable Portfolio-- Diversified Equity Income Fund                    .56%         .13         .26              .95%11

 AXPSM Variable Portfolio-- Extra Income Fund                                 .62%         .13         .09              .84%1

 AXPSM Variable Portfolio-- Federal Income Fund                               .61%         .13         .14              .88%11

 AXPSM Variable Portfolio-- Growth Fund                                       .63%         .13         .19              .95%11

 AXPSM Variable Portfolio-- Managed Fund                                      .59%         .13         .04              .76%1

 AXPSM Variable Portfolio-- New Dimensions Fund                               .61%         .13         .06              .80%1

 AXPSM Variable Portfolio-- Small Cap Advantage Fund                          .79%         .13         .31             1.23%11

 AIM V.I. Capital Appreciation Fund                                           .62%          --         .05              .67%2

 AIM V.I. Capital Development Fund

  (after fee waivers and expense reimbursements)                               --           --        1.21             1.21%3

 AIM V.I. Value Fund                                                          .61%          --         .05              .66%2

 Alliance Premier Growth Portfolio (Class B)                                  .97%         .25         .09             1.31%4

 Alliance Technology Portfolio (Class B)                                      .81%         .25         .14             1.20%4

 Alliance U.S. Government/High Grade Securities Portfolio (Class B)           .60%         .25         .18             1.03%4

 Baron Capital Asset Fund (after fee waivers and expense reimbursements)     1.00%         .25         .20             1.45%5

 Fidelity VIP III Growth & Income Portfolio (Service Class)                   .49%         .10         .11              .70%1,6

 Fidelity VIP III Mid Cap Portfolio (Service Class)                           .59%         .10         .41             1.10%1,6

 Fidelity VIP Overseas Portfolio (Service Class) (after expense reimbursements)           .74%         .10              .13
 .97%1,6

 FT VIP Mutual Shares Securities Fund - Class 2                               .74%         .25         .03             1.02%7

 FT VIP Franklin Real Estate Fund - Class 2                                   .52%         .25         .02              .79%7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                         Management       12b-1        Other
                                                                           Fees            Fees        Expenses        Total
<S>                                                                    <C>              <C>           <C>             <C>
- ---------------------------------------------------------------------------------------------------------------------------------
 FT VIP Templeton International Smaller Companies Fund - Class 2             1.00%         .25             .10         1.35%7

 Goldman Sachs VIT Capital Growth Fund                                        .75%          --             .15          .90%

 Goldman Sachs VIT CORESM U.S. Equity Fund                                    .70%          --             .10          .80%13

 Goldman Sachs VIT Global Income Fund                                         .90%          --             .15         1.05%13

 Goldman Sachs VIT International Equity Fund                                 1.00%          --             .25         1.25%13

 J.P. Morgan U.S. Disciplined Equity Portfolio
  (after fee waivers and expense reimbursements)                              .35%          --             .52          .87%8

 Lazard Retirement Equity Portfolio
  (after fee waivers and expense reimbursements)                              .75%         .25             .25         1.25%9

 Lazard Retirement International Equity Portfolio
  (after fee waivers and expense reimbursements)                              .75%         .25             .25         1.25%9

 MFS(R)New Discovery Series (after fee waivers and expense reimbursements)    .90%          --             .27         1.17%10

 MFS(R)Research Series                                                        .75%          --             .11          .86%2

 MFS(R)Utilities Series                                                       .75%          --             .26         1.01%2

 Putnam VT Growth and Income Fund - Class IB Shares                           .46%         .15             .04          .65%11

 Putnam VT International Growth Fund - Class IB Shares                        .80%         .15             .27         1.22%11

 Putnam VT International New Opportunities Fund - Class IB Shares            1.18%         .15             .68         2.01%11

 Royce Micro-Cap Portfolio (after fee waivers and expense reimbursements)    1.25%          --             .10         1.35%12

 Royce Premier Portfolio (after fee waivers and expense reimbursements)      1.00%          --             .35         1.35%12

 Wanger International Small Cap                                              1.27%          --             .28         1.55%2

 Wanger U.S. Small Cap                                                        .96%          --             .06         1.02%2

 Warburg Pincus Trust-- Emerging Growth Portfolio                             .84%          --             .41         1.25%14
</TABLE>

1 The operating  expenses (without  reimbursement) are annualized for the period
ended Dec. 31, 1998 because the fiscal year end of the fund is Aug. 31.
2 Figures in "Management Fees," "Other Expenses" and "Total" are based on actual
expenses for the fiscal year ended Dec. 31, 1998.
3 Had there been no fee waivers or expense  reimbursements,  expenses would have
been: 0.75%, 0.00%, 5.05% and 5.80%, respectively.
4 The fund's expense figures are based on estimated expenses (net of fee waivers
and/or expense reimbursements) for the fiscal period ended Dec. 31, 1998 because
the Class B shares were not offered until June, 1999.
5 Fees are stated  net of  waivers  and/or  reimbursements.  Absent fee  waivers
and/or  reimbursements,  the  Management  Fee,  Other  Expenses  and  Total as a
percentage  of average net assets for Baron  Capital Asset Fund would be (1.00%,
6.62% and 7.62%).
6 Fidelity  Management & Research  Company  agreed to reimburse a portion of the
class' expenses during the period.  Without this  reimbursement,  the Management
Fee,  12b-1 Fee,  Other Expenses and Total as a percentage of average net assets
for the  following  funds  would  have  been,  Fidelity  VIP  Growth  and Income
Portfolio  (0.49%,  0.10%,  0.12% and 0.71%),  Fidelity VIP  Overseas  Portfolio
(Service  Class)  (0.74%,  0.10%,  0.17%  and  1.01%  and  Fidelity  VIP Mid Cap
Portfolio (Service Class) (0.56%, 0.10%, 115.30% and 115.96%).
  7 The figure shown under  Management  Fees,  combines both the  Management and
Portfolio  Administration  Fees.  The Portfolio  Administration  Fee is a direct
expense for the Templeton  International  Smaller  Companies Fund and the Mutual
Shares  Securities Fund; the Franklin Real Estate Fund pays for similar services
indirectly  through the Management Fee. Because no Class 2 shares were issued as
of Dec.  31,  1998,  figures  (other  than  Rule  12b-1  Fees)  are based on the
Portfolios' Class 1 actual expenses for the fiscal year ended Dec. 31, 1998 plus
Class 2's annual Rule 12b-1 Fee of 0.25% (While the maximum amount payable under
each  Portfolio's  Class 2 Rule 12b-1 Plan is 0.35% per year of the  Portfolio's
average daily net assets,  the Board of Trustees of Franklin  Templeton Variable
Insurance Products Trust has set the current rate at 0.25% per year.)
  8 Fees are stated net of waivers  and/or  reimbursements.  Absent fee  waivers
and/or  reimbursements,  the  Management  Fee,  Other  Expenses  and  Total as a
percentage  of average  net  assets  for J.P.  Morgan  U.S.  Disciplined  Equity
Portfolio  would be (0.35%,  1.08% and 1.43%).  Effective  July 1, 1999  current
expenses were lowered to 0.85% as a result of a change in fund strategy.
  9 The portfolio's Investment Manager agrees to waive its fees and/or reimburse
the  portfolios  through  Dec.  31, 1999 to the extent  total  portfolio  annual
expenses  exceed 1.25% of the portfolio's  average daily net assets.  Absent fee
waivers and/or reimbursements, the Management Fee, 12b-1 Fee, Other Expenses and
Total as a  percentage  of average net assets for fiscal year end Dec.  31, 1998
for the following  portfolios would have been: Equity Portfolio  (0.75%,  0.25%,
20.32% and 21.32%) and International Equity Portfolio (0.75%,  0.25%, 47.67% and
48.67%).  Expenses are annualized for the International Equity Portfolio for the
period Sep. 1 - Dec. 31, 1998  (commencement  of operations  through fiscal year
end).
10 Fees are stated  net of waivers  and/or  reimbursements.  Absent fee  waivers
and/or  reimbursements,  the  Management  Fee,  Other  Expenses  and  Total as a
percentage of average net assets for MFS(R) New Discovery Series would have been
(0.90%, 4.32% and 5.22%).
11 Based on estimated  expenses because Class IBshares had not been issued for a
full fiscal year as of Dec. 31, 1998.
12 Expense ratios are shown after fee waivers and expense  reimbursements by the
investment  advisor.  The expense  ratios before the waivers and  reimbursements
would have been: Royce Micro-Cap  Portfolio  (1.25%,  1.34% and 2.59%) and Royce
Premier Portfolio (1.00%, 6.05% and 7.05%).
13 The Goldman Sachs VIT Capital Growth Fund's expenses are estimated due to the
Fund being in existence  for less than 10 months as of December  31,  1998.  The
Goldman  Sachs VIT CORE U.S.  Equity,  Global  Income and  International  Equity
Funds'  expenses are based on actual expenses for fiscal year ended December 31,
1998. The Investment Advisers to the Goldman Sachs VIT Capital Growth, CORE U.S.
Equity,  Global Income and International Equity Funds have voluntarily agreed to
reduce or limit certain  "Other  Expenses" of such Funds  (excluding  management
fees, taxes,  interest,  brokerage fees,  litigation,  indemnification and other
extraordinary  expenses) to the extent such expenses exceed 0.15%,  0.10%, 0.15%
and 0.25% per annum of such Funds' average daily net assets,  respectively.  The
expenses shown include this reimbursement. If not included, the "Other Expenses"
and "Total Expenses" for the Goldman Sachs VIT Capital Growth, CORE U.S. Equity,
Global Income and International Equity Funds would be 1.03% and 1.78%, 2.13% and
2.83%,  2.40% and 3.30% and 1.97%  and 2.97%  respectively.  The  reductions  or
limits may be  disconnected  or  modified  by the  investment  advisers in their
discretion at any time.
14 Because  the  portfolio  is new,  fees are  estimated  net of waivers  and/or
reimbursements  for the fiscal year ended  December 31, 1999. Fee waivers and/or
reimbursements   may  be   discontinued   at  anytime.   Absent  waivers  and/or
reimbursements,  the  management  fee,  12b-1 fee, other expenses and total as a
percentage of average assets would be (0.90%, 0.00%, 0.51% and 1.41%).


American Enterprise Life has entered into certain arrangements under which it is
compensated by the funds' advisors and/or  distributors  for the  administrative
services it provides to these funds.

<PAGE>

PREMIUM EXPENSE CHARGE

We deduct this charge from each premium payment.  We credit the amount remaining
after  the  deduction,  called  the net  premium,  to the  account(s)  you  have
selected. The premium expense charge is 3% of each premium payment. It partially
compensates  American  Enterprise Life for expenses of distributing  the policy,
including  agents'  commissions,  advertising and printing of  prospectuses  and
sales literature.  (The surrender charge,  discussed under "Surrender charge" in
the section  "Loads,  Fees and  Charges",  also may partially  compensate  these
expenses.) It also compensates American Enterprise Life for paying taxes imposed
by  certain  states  and  governmental  subdivisions  on  premiums  received  by
insurance  companies.  All  policies in all states are charged the same  premium
expense charge even though state premium taxes vary.

MONTHLY DEDUCTION

On each  monthly  date we  deduct  from the  value of your  policy  in the fixed
account and/or subaccounts an amount equal to the sum of:

   1. the cost of insurance for the policy month;

   2. the policy fee shown in your policy; and

   3. charges for any  optional  insurance  benefits  provided by rider for the
      policy month.

We explain each of the three components below.

We will take monthly  deductions from the fixed account and the subaccounts on a
pro rata basis.

If the cash  surrender  value of your  policy is not enough to cover the monthly
deduction on a monthly  anniversary,  the policy may lapse.  However, the policy
will  not  lapse  if the  no  lapse  guarantee  is in  effect.  (See  "No  lapse
guarantee;" also "Grace period" and  "Reinstatement"  under the section "Keeping
the Policy in Force").

Components of the monthly deduction:

1. Cost of insurance:  primarily,  the cost of providing the death benefit under
   your policy. It depends on:

   o the amount of the death benefit;

   o the policy value; and

   o the statistical risk that the insured will die in a given period.

The cost of insurance for a policy month is calculated as:

                                                    [(a + b) x (c - d)]
                                                   ----------------------
                                                           1000

where:

(a) is the  monthly  cost of  insurance  rate  based on the  insured's  attained
insurance  age,  sex  (unless  unisex  rates  are  required  by  law)  and  risk
classification.  Generally,  the cost of  insurance  rate will  increase  as the
insured's attained insurance age increases.

We set the rates based on our expectations as to future mortality experience. We
may change the rates from time to time; any change will apply to all individuals
of the same rate classification.  However, rates will not exceed the "Guaranteed
Maximum Monthly Cost of Insurance  Rates" shown in your policy,  which are based
on the 1980  Commissioners  Standard  Ordinary  Smoker  or  Nonsmoker  Mortality
Tables, Age Last Birthday.

<PAGE>

(b) is any flat extra insurance charges we assess as a result of special
underwriting considerations.

(c) is the death benefit on the monthly date divided by 1.0032737 (which reduces
American  Enterprise Life's net amount at risk, solely for computing the cost of
insurance,  by taking into account assumed monthly earnings at an annual rate of
4.0%).

(d) is the policy value on the monthly date. At this point, the policy value has
been reduced by the policy fee, and any charges for optional riders.

2.  Administrative  charge:  $7  per  month.  This  charge  reimburses  American
Enterprise  Life for  expenses  of issuing the policy,  such as  processing  the
application  (primarily  underwriting) and setting up computer  records;  and of
administering the policy, such as processing claims, maintaining records, making
policy changes and communicating with owners.

3. Optional insurance benefit charges: charges for any optional benefits you add
to the policy by rider. (See "Optional Insurance Benefits.")

SURRENDER CHARGE

If you  surrender  your policy or the policy  lapses  during the first 15 policy
years and in the 15 years  following  an increase in specified  amount,  we will
assess a surrender charge.

The surrender charge  reimburses  American  Enterprise Life for costs of issuing
the policy,  such as processing the  application  (primarily  underwriting)  and
setting up computer records. It also partially pays for commissions, advertising
and printing the prospectus and sales literature.

The surrender  charge for the initial  specified amount is shown in your policy.
It is based on the insured's insurance age, sex, risk classification and initial
specified  amount.  The surrender  charge for the initial  specified amount will
decrease  annually until it is zero at the beginning of the 16th policy year. If
you increase the specified  amount,  an additional  surrender charge will apply.
The  additional  surrender  charge  in a  revised  policy  will be  based on the
insured's attained insurance age, sex, risk classification and the amount of the
increase.  The additional  surrender  charge will decrease  annually until it is
zero at the beginning of the 16th year following the increase.

The following  example  illustrates how we calculate the surrender  charge for a
male,  insurance age 35 qualifying for nonsmoker  rates. We assume the specified
amount to be $100,000.

      Lapse or surrender
         during year         Surrender Charge

               1                 $1,201.00

               2                  1,120.93

               3                  1,040.87

               4                    960.80

               5                    880.73

               6                    800.67

               7                    720.60

               8                    640.53

               9                    560.47

              10                    480.40

              11                    400.33

              12                    320.27

              13                    240.20

              14                    160.13

              15                     80.07

              16+                       0

The amounts shown decrease on an annual basis.


<PAGE>

The maximum  surrender charge is the rate from the table below multiplied by the
number of thousands of dollars of initial specified amount.  For example, a male
age 20 with a nonsmoker risk  classification  and an initial specified amount of
$50,000  will have a  surrender  charge per 1,000 of $8.81  multiplied  by 50 or
$440.50.  As another example, a female age 75 with a smoker risk  classification
and an initial  specified  amount of $5,000,000 will have a surrender charge per
1,000 of $57.32 multiplied by 5,000 or $286,600.

                         Maximum Surrender Charge
              (Rate per Thousand of Initial Specified Amount)

                              Standard                          Standard
        Age                     Male                             Female

        0                       7.25                              6.84
        1                       7.20                              6.81
        2                       7.27                              6.85
        3                       7.33                              6.91
        4                       7.40                              6.96
        5                       7.48                              7.03
        6                       7.56                              7.08
        7                       7.64                              7.15
        8                       7.75                              7.23
        9                       7.84                              7.29
       10                       7.95                              7.37
       11                       8.07                              7.47
       12                       8.19                              7.55
       13                       8.31                              7.64
       14                       8.44                              7.75
       15                       8.57                              7.84
       16                       8.69                              7.95
       17                       8.83                              8.05
       18                       8.96                              8.17
       19                       9.09                              8.29

                    Nonsmoker           Smoker          Nonsmoker       Smoker
                      Male               Male            Female         Female

       20             8.81              9.96             8.25            8.81
       21             8.93             10.13             8.39            8.96
       22             9.08             10.32             8.51            9.12
       23             9.23             10.52             8.64            9.29
       24             9.39             10.73             8.79            9.47
       25             9.55             10.96             8.95            9.65
       26             9.73             11.21             9.11            9.85
       27             9.93             11.48             9.27           10.05
       28            10.13             11.76             9.45           10.27
       29            10.36             12.07             9.64           10.51
       30            10.59             12.39             9.84           10.75
       31            10.84             12.73            10.05           11.00
       32            11.11             13.11            10.27           11.28
       33            11.39             13.49            10.51           11.56
       34            11.69             13.92            10.76           11.87
       35            12.01             14.36            11.01           12.19
       36            12.35             14.83            11.29           12.52
       37            12.71             15.32            11.59           12.88
       38            13.08             15.84            11.89           13.25
       39            13.48             16.40            12.21           13.64
       40            13.89             16.99            12.56           14.05
       41            14.35             17.60            12.92           14.48
       42            14.83             18.25            13.29           14.92
       43            15.32             18.95            13.69           15.39
       44            15.85             19.67            14.11           15.88
       45            16.43             20.44            14.55           16.40
       46            17.03             21.25            15.01           16.93
       47            17.67             22.11            15.51           17.51
       48            18.33             23.01            16.03           18.11
       49            19.07             23.99            16.59           18.73
       50            19.83             25.00            17.17           19.40

<PAGE>

                            Maximum Surrender Charge
                (Rate per Thousand of Initial Specified Amount)

                   Nonsmoker       Smoker          Nonsmoker       Smoker
      Age            Male           Male            Female         Female

       51            20.65          26.09            17.80           20.11
       52            21.53          27.25            18.45           20.85
       53            22.47          28.47            19.16           21.64
       54            23.47          29.76            19.91           22.47
       55            24.52          31.13            20.69           23.35
       56            25.65          32.57            21.53           24.27
       57            26.87          34.11            22.44           25.25
       58            28.15          35.72            23.40           26.31
       59            29.53          37.44            24.43           27.44
       60            31.01          39.28            25.55           28.65
       61            32.60          41.24            26.75           29.97
       62            34.29          43.33            28.04           31.39
       63            36.12          45.55            29.44           32.91
       64            38.07          47.89            30.93           34.53
       65            40.15          50.37            32.53           36.25
       66            42.37          52.99            34.25           38.09
       67            44.76          55.75            36.09           40.05
       68            47.33          57.75            38.08           42.17
       69            50.09          57.69            40.25           44.47
       70            53.08          57.63            42.63           46.97
       71            56.31          57.58            45.21           49.72
       72            57.41          57.55            48.04           52.72
       73            57.37          57.53            51.12           55.97
       74            57.33          57.53            54.47           57.38
       75            57.29          57.53            57.23           57.32
       76            57.24          57.53            57.14           57.26
       77            57.19          57.52            57.05           57.18
       78            57.11          57.48            56.94           57.09
       79            57.04          57.43            56.83           56.99
       80            56.97          57.39            56.73           56.90
       81            56.91          57.36            56.63           56.81
       82            56.88          57.36            56.56           56.74
       83            56.87          57.39            56.51           56.71
       84            56.89          57.42            56.46           56.69
       85            56.90          57.44            56.42           56.66


PARTIAL SURRENDER FEE

If you surrender part of the value of your policy, we will charge you $25 (or 2%
of the  amount  surrendered,  if  less.)  We  guarantee  that  this fee will not
increase for the duration of your policy.

MORTALITY AND EXPENSE RISK CHARGE

This charge applies only to the subaccounts and not to the fixed account.  It is
equal,  on an annual basis,  to 0.9% of the average daily net asset value of the
subaccounts.

Computed daily, the charge compensates American Enterprise Life for:

o  Mortality  risk  --- the  risk  that the  cost of  insurance  charge  will be
   insufficient to meet actual claims.

o  Expense  risk -- the  risk  that  the  policy  fee and the  surrender  charge
   (described  above) may be  insufficient to cover the cost of  administering
   the policy.

Any profit from the  mortality  and expense  risk charge  would be  available to
American  Enterprise  Life for any proper  corporate  purpose  including,  among
others, payment of sales and distribution expenses, which we do not expect to be
covered by the premium expense charge and surrender charges  discussed  earlier.
American  Enterprise  Life will make up any  further  deficit  from its  general
assets.

<PAGE>

Other information on charges
American  Enterprise Life may reduce or eliminate  various fees and charges when
we incur lower sales costs and/or  perform  fewer  administrative  services than
usual.


Purchasing Your Policy

APPLICATION

To apply for  coverage,  complete an  application  and send it with your premium
payment to American Enterprise Life's office. In your application, you:

o  select a specified amount of insurance;

o  select a death benefit option;

o  designate a beneficiary; and

o  state how premiums are to be allocated among the fixed account and/or the
   subaccounts.

Insurability:  Before issuing your policy, we require  satisfactory  evidence of
the  insurability  of the person  whose life you propose to insure  (yourself or
someone else). Our underwriting  department will review your application and any
medical  information  or other data  required to determine  whether the proposed
individual  is  insurable  under our  underwriting  rules.  We may decline  your
application  if we determine the  individual is not insurable and we will return
any premium you have paid.

Age limit:  American Enterprise Life generally will not issue a policy where the
proposed insured is over the insurance age of 85. We may, however,  do so at our
sole discretion.

Risk  classification:  The risk classification is based on the insured's health,
occupation or other relevant  underwriting  standards.  This classification will
affect  the  monthly  deduction  and may  affect  the cost of  certain  optional
insurance  benefits.  (See "Loads,  fees and charges"  and  "Optional  insurance
benefits").

Other conditions: In addition to proving insurability,  you and the insured must
also meet certain  conditions,  stated in the application  form, before coverage
will become effective and your policy will be delivered to you.

Incontestability:  American  Enterprise  Life  will  have  two  years  from  the
effective   date  of  your  policy  to  contest  the  truth  of   statements  or
representations  in your application.  After the policy has been in force during
the insured's lifetime for two years from the policy date, we cannot contest the
policy.

RIGHT TO EXAMINE POLICY

You may return your policy for any reason and receive a refund of policy  value,
less indebtedness, plus any premium expense charges or monthly deductions taken.
In Hawaii, Illinois, Virginia, Washington and Wisconsin, you will receive a full
refund of all  premiums  paid.  To do so, you must mail or deliver the policy to
American  Enterprise Life's office or your sales  representative  with a written
request for  cancellation by the 20th day after you receive it. On the date your
request is postmarked  or received,  the policy will  immediately  be considered
void from the start.

PREMIUMS

Payment of premiums:

In applying for your policy, you decide how much you intend to pay and how often
you will make  payments.  During the first several policy years until the policy
value is sufficient  to cover the surrender  charge,  American  Enterprise  Life
requires that you pay premiums  sufficient to keep the NLG in effect in order to
keep the policy in force.

You  may  schedule  payments  annually,  semiannually  or  quarterly.  (American
Enterprise  Life  must  approve  payment  at any other  interval).  We show this
premium schedule in your policy.

<PAGE>

The  scheduled  premium  serves only as an  indication  of your intent as to the
frequency and amount of future premium payments.  You may skip scheduled premium
payments  at any time if your  cash  surrender  value is  sufficient  to pay the
monthly  deduction or if you have paid sufficient  premiums to keep the no lapse
guarantee in effect.

You may also change the amount and  frequency of scheduled  premium  payments by
written request. American Enterprise Life reserves the right to limit the amount
of such changes.  Any change in the premium  amount is subject to applicable tax
laws and regulations.

Although you have  flexibility in paying  premiums,  the amount and frequency of
your payments will affect the policy value,  cash surrender  value and length of
time your policy will remain in force, as well as affect whether the NLG remains
in effect.

Premium limitations:

You may make  unscheduled  premium  payments at any time and in any amount of at
least $25.  American  Enterprise Life reserves the right to limit the number and
amount of  unscheduled  premium  payments.  No premium  payments,  scheduled  or
unscheduled, are allowed on or after the insured's attained insurance age 100.

Also, in order to receive  favorable tax treatment under the Code,  premiums you
pay during the life of the policy must not exceed certain limitations. To comply
with the Code, we can either  refuse  excess  premiums as you pay them or refund
excess  premiums with interest no later than 60 days after the end of the policy
year in which they were paid.

Allocation of premiums:

As of the policy date, we will allocate the net premiums to the  account(s)  you
have  selected in your  application.  At that time,  we will begin to assess the
various loads, fees, charges and expenses.

We convert any amount that you allocate to a subaccount into accumulation  units
of that  subaccount,  as explained  under "Policy  value."  Similarly,  when you
transfer  value  between  subaccounts,  we  convert  accumulation  units  in one
subaccount into a cash value,  which we then convert into accumulation  units of
the second subaccount.

<PAGE>

Keeping the Policy in Force

NO LAPSE GUARANTEE

The NLG  provides  that your policy  will remain in force for five policy  years
even if the cash surrender value is  insufficient to pay the monthly  deduction.
The NLG will stay in effect as long as:

o  the sum of premiums paid; minus

o  partial surrenders; minus

o  outstanding indebtedness; equals or exceeds

o  the minimum monthly premiums due since the policy date.

The minimum monthly premium is shown in the policy.

If, on a monthly  date,  you have not paid  enough  premiums  to keep the NLG in
effect,  the no lapse  guarantee will terminate.  In addition,  your policy will
lapse  (terminate) if the cash surrender value is less than the amount needed to
pay the monthly deduction.

GRACE PERIOD

If on a monthly  date the cash  surrender  value of your policy is less than the
amount  needed to pay the next monthly  deduction  and the NLG is not in effect,
you will have 61 days to pay the required premium amount.  If you do not pay the
required premium, the policy will lapse.

American  Enterprise  Life  will  mail a  notice  to your  last  known  address,
requesting  payment of the  premium  needed to keep the  policy in force.  If we
receive this premium before the end of the 61-day grace period,  we will use the
payment to cover all monthly  deductions and any other charges then due. We will
add any balance to the policy  value and allocate it in the same manner as other
premium payments.

If a policy lapses with outstanding indebtedness,  any excess of the outstanding
indebtedness  over the premium paid generally will be taxable to the owner. (See
"Federal  taxes.") If the insured dies during the grace  period,  we will deduct
any overdue monthly deductions from the death benefit.

REINSTATEMENT

Your policy may be  reinstated  within  five years  after it lapses,  unless you
surrendered it for cash. To reinstate, American Enterprise Life will require:

o  a written request;

o  evidence satisfactory to American Enterprise Life that the insured remains
   insurable;

o  payment of the required reinstatement premium; and

o  payment or reinstatement of any indebtedness.

The reinstatement premium is the required premium to reinstate the policy.

The  effective  date of a reinstated  policy will be the monthly date on or next
following  the day we accept your  application  for  reinstatement.  The suicide
period (see "Proceeds payable upon death") will apply from the effective date of
reinstatement  (except  in  Georgia,  Nebraska,  Oklahoma,  Pennsylvania,  South
Carolina, Tennessee, Utah and Virginia.)
Surrender charges will also be reinstated.

We will have two years  from the  effective  date of  reinstatement  (except  in
Tennessee and Virginia) to contest the truth of statements or representations in
the reinstatement application.

<PAGE>

The Variable Account

We  established  the variable  account on July 15, 1987 under Indiana law. It is
registered as a single unit investment trust under the Investment Company Act of
1940. The variable  account  consists of a number of subaccounts,  each of which
invests in shares of a particular fund. This  registration  does not involve any
Securities and Exchange Commission (SEC) supervision of the account's management
or investment practices or policies.

The variable  account meets the  definition of a separate  account under federal
securities laws. Income,  capital gains or capital losses of each subaccount are
credited  to or charged  against  the  assets of that  subaccount  alone.  State
insurance  law  provides  that we will not  charge a  variable  subaccount  with
liabilities  of any other  subaccount  or of any  other  business  conducted  by
American  Enterprise Life. At all times,  American Enterprise Life will maintain
assets in the subaccounts with total market value at least equal to the reserves
and other  liabilities  required to cover insurance  benefits under all policies
participating in the subaccount.

The U.S. Treasury and the IRS indicated they may provide additional  guidance on
investment control.  This concerns how many subaccounts an insurance company may
offer and how many  exchanges  among  subaccounts  it may allow before the owner
would be currently taxed on income earned within  subaccount  assets.  We do not
know what the  additional  guidance  will be or when  action  will be taken.  We
reserve the right to modify the policy, as necessary, so that the owner will not
be subject to current taxation as the owner of the subaccount assets.


<PAGE>

<TABLE>
<CAPTION>
The Funds

You can direct your  premiums to any or all of the  subaccounts  of the variable
account that invest in shares of the following funds:

- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                 Investment Advisor or
  Subaccount    Investing in                Investment Objectives and Policies                   Manager
- ------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                         <C>                                                   <C>
- ------------------------------------------------------------------------------------------------------------------------------
     VPBCA      AXPSM Variable Portfolio -  Objective: long-term total return exceeding that of  IDS Life Insurance Company
                Blue Chip Advantage Fund    the U.S. stock market. Invests primarily in common   (IDS Life), investment
                                            stocks of companies included in the unmanaged S&P    manager; American Express
                                            500 Index.                                           Financial Corporation
                                                                                                 (AEFC) investment advisor.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VPBND      AXPSM Variable Portfolio -  Objective: high level of current income while        IDS Life, investment
                Bond Fund                   conserving the value of the investment for the       manager; AEFC investment
                                            longest time period. Invests primarily in            advisor.
                                            investment-grade bonds.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VPCPR      AXPSM Variable Portfolio -  Objective: capital appreciation. Invests primarily   IDS Life, investment
                Capital Resource Fund       in U.S. common stocks.                               manager; AEFC investment
                                                                                                 advisor.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VPCMG      AXPSM Variable Portfolio -  Objective: maximum current income consistent with    IDS Life, investment
                Cash Management Fund        liquidity and conservation of capital. Invests in    manager; AEFC investment
                                            money market securities.                             advisor.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VPDEI      AXPSM  Variable  Portfolio - Objective:  a high level of current                 IDS Life, investment
                Diversified Equity Income    income and, as a  secondary goal,                   manager; AEFC
                Fund                         steady growth of capital.                           investment advisor.
                                             Invests primarily  in   dividend-paying
                                             common  and preferred  stocks.


- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VPEXI      AXPSM Variable Portfolio -  Objective: high current income, with capital growth  IDS Life, investment
                Extra Income Fund           as a secondary objective. Invests primarily in       manager; AEFC investment
                                            long-term, high-yielding, high-risk debt securities  advisor.
                                            below investment grade issued by U.S. and foreign
                                            corporations.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VPFIF      AXPSM Variable Portfolio -  Objective: a high level of current income and        IDS Life, investment
                Federal Income Fund         safety of principal consistent with an investment    manager; AEFC investment
                                            in U.S. government and government agency             advisor.
                                            securities. Invests primarily in debt obligations
                                            issued or guaranteed as to principal and interest
                                            by the U.S. government, its agencies or
                                            instrumentalities.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VPGRO      AXPSM Variable Portfolio -  Objective: long-term capital growth. Invests         IDS Life, investment
                Growth Fund                 primarily in common stocks and securities            manager; AEFC investment
                                            convertible into common stocks that appear to offer  advisor.
                                            growth opportunities.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VPMGD      AXPSM Variable Portfolio -  Objective: maximum total investment return through   IDS Life, investment
                Managed Fund                a combination of capital growth and current income.  manager; AEFC investment
                                            Invests primarily in stocks, convertible             advisor.
                                            securities, bonds and money market instruments.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VPNDM      AXPSM Variable Portfolio -  Objective: long-term growth of capital. Invests      IDS Life, investment
                New Dimensions Fund         primarily in common stocks of U.S. and foreign       manager; AEFC investment
                                            companies showing potential for significant growth.  advisor.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VPSCA      AXPSM Variable Portfolio -  Objective: long-term capital growth. Invests         IDS Life, investment
                Small Cap Advantage Fund    primarily in common stocks of small companies that   manager; AEFC investment
                                            are often included in the S&P SmallCap 600 Index or  advisor.
                                            the Russell 2000 Index.
- ------------------------------------------------------------------------------------------------------------------------------
     VACAP      AIM V.I. Capital            Objective: growth of capital. Invests primarily in   A I M Advisors, Inc.
                Appreciation Fund           common stocks, with emphasis on medium- and
                                            small-sized growth companies.
- ------------------------------------------------------------------------------------------------------------------------------
     VACDV      AIM V.I. Capital            Objective: long-term growth of capital. Invests      A I M Advisors, Inc.
                Development Fund            primarily in securities (including common stocks,
                                            convertible securities and bonds) of small- and
                                            medium-sized companies.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VAVAL      AIM V.I. Value Fund         Objective: long-term growth of capital with income   A I M Advisors, Inc.
                                            as a secondary objective. Invests primarily in
                                            equity securities judged to be undervalued relative
                                            to the investment advisor's appraisal of the
                                            current or projected earnings of the companies
                                            issuing the securities, or relative to current
                                            market values of assets owned by the companies
                                            issuing the securities, or relative to the equity
                                            market generally.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VAPGR      Alliance Premier Growth     Objective: growth of capital by pursuing aggressive  Alliance Capital
                Portfolio (Class B)         investment policies. Invests primarily in equity     Management, L.P.
                                            securities of a limited number of large, carefully
                                            selected, high-quality U.S. companies that are
                                            judged likely to achieve superior earnings growth.
                                            As a matter of fundamental policy, the Portfolio
                                            normally invests in at least 85% of its total
                                            assets in the equity securities of U.S. companies.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VATEC      Alliance Technology         Objective: growth of capital. Current income is      Alliance Capital
                Portfolio (Class B)         incidental to the Portfolio's objective. Invests     Management, L.P.
                                            primarily in securities of companies
                                            expected     to     benefit     from
                                            technological      advances      and
                                            improvements. The Portfolio's policy
                                            is to  invest  in  any  company  and
                                            industry and in any type of security
                                            with     potential    for    capital
                                            appreciation.    It    invests    in
                                            well-known and established companies
                                            and new and unseasoned companies.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VAUGH      Alliance U.S.               Objective: high level of current income consistent   Alliance Capital
                Government/High Grade       with preservation of capital. Invest primarily in    Management, L.P.
                Securities Portfolio        (1) U.S. Government securities and (2) other
                (Class B)                   high-grade debt securities rated AAA, AA, A by S&P,
                                            Duff & Phelps or Fitch,  Aaa,  Aa or
                                            A, by Moody's,  or, if  unrated,  of
                                            equivalent  quality.  As a matter of
                                            fundamental  policy,  the  Portfolio
                                            invests  at least  65% of its  total
                                            assets in these types of securities.
                                            The  Portfolio  may invest up to 35%
                                            of its total  assets  in  investment
                                            grade or corporate  debt  securities
                                            and CMOs.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VBCAS      Baron Capital Asset Fund    Objective: capital appreciation. Invests primarily   BAMCO, Inc.
                                            in securities of small and medium sized companies
                                            with undervalued assets or favorable growth
                                            prospects.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VFGRI      Fidelity VIP III Growth &   Objective: high total return through a              Fidelity Management & Research
                & Income Portfolio (Service combination of current income and capital           Company (FMR), investment
                                            appreciation. Invests primarily in common stocks    manager; FMR U.K. and FMR
                                            with a focus on those that pay current dividends    Far East, sub-investment
                                            and show potential for  capital appreciation.       advisors.

- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VFMDC      Fidelity VIP III Mid Cap    Objective: long-term growth of capital. Invests      FMR, investment manager;
                Portfolio (Service Class)   primarily in medium market capitalization common     FMR U.K. and FMR Far East,
                                            stocks.                                              sub-investment advisors.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VFOVS      Fidelity VIP Overseas       Objective: long-term growth of capital. Invests      FMR, investment manager;
                Portfolio (Service Class)   primarily in common stocks of foreign securities.    FMR U.K., FMR Far East,
                                                                                                 Fidelity International
                                                                                                 (FIIA) and FIIA U.K.,
                                                                                                 sub-investment
                                                                                                 advisors.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VFMSS      FT VIP Mutual Shares        Objective: capital appreciation with income as a     Franklin Mutual Advisers,
                Securities Fund - Class 2   secondary goal. Invests primarily in equity          LLC
                                            securities  of  companies  that  the
                                            manager  believes  are  available at
                                            market prices less than their actual
                                            value based on certain recognized or
                                            objective    criteria     (intrinsic
                                            value).
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VFRES      FT VIP Franklin Real        Objective: capital appreciation with a secondary     Franklin Advisers, Inc.
                Estate Fund - Class 2       goal to earn current income. Invests primarily in
                                            securities of companies operating in
                                            the real estate industry,  primarily
                                            equity real estate investment trusts
                                            (REITS).
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VFISC      FT VIP Templeton            Objective: long-term capital appreciation. Invests   Templeton Investment
                International Smaller       primarily in equity securities of smaller companies  Counsel, Inc.
                Companies Fund - Class 2    located outside the U.S., including in emerging
                                            markets.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VGCPG      Goldman Sachs VIT Capital   Objective: long-term growth of capital. Invests      Goldman Sachs Asset
                Growth Fund                 primarily in equity securities considered by the     Management
                                            Investment Advisor to have long-term
                                            capital appreciation potential.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VGCUS      Goldman Sachs VIT COREsm    Objective: long-term growth of capital and dividend  Goldman Sachs Asset
                U.S. Equity Fund            income. Invests primarily in a broadly diversified   Management
                                            portfolio of large-cap and blue chip equity
                                            securities representing all major sectors of the
                                            U.S. economy.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VGGLI      Goldman Sachs VIT Global    Objective: high total return, emphasizing current    Goldman Sachs Asset
                Income Fund                 income, and, to a lesser extent, providing           Management International
                                            opportunities for capital appreciation. Invests
                                            primarily in a portfolio of high quality
                                            fixed-income securities of U.S. and foreign issuers
                                            and enters into transactions in foreign currencies.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VGINE      Goldman Sachs VIT           Objective: long-term capital appreciation. Invests   Goldman Sachs Asset
                International Equity Fund   primarily in equity securities of companies that     Management International
                                            are organized outside the U.S., or whose securities
                                            are principally traded outside the U.S.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VJUDE      J.P. Morgan U.S.            Objective: provide high total return from a          J.P. Morgan
                Disciplined Equity          portfolio of selected equity securities through a
                Portfolio                   disciplined management approach. Invests primarily
                                            in large- and medium-capitalization U.S. companies.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VLREQ      Lazard Retirement Equity    Objective: long-term capital appreciation. Invests   Lazard Asset Management
                Portfolio                   primarily in equity securities, principally common
                                            stocks  of  relatively   large  U.S.
                                            companies  (those whose total market
                                            value is more than $1 billion)  that
                                            the Investment  Manager believes are
                                            undervalued based on their earnings,
                                            cash flow or
                                            asset values.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VLRIE      Lazard Retirement           Objective: long-term capital appreciation. Invests   Lazard Asset Management
                International Equity        primarily in equity securities, principally common
                Portfolio                   stocks of relatively large non-U.S. companies
                                            (those whose total market value is more than $1
                                            billion) that the Investment Manager believes are
                                            undervalued based on their earnings, cash flow or
                                            asset values.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VMNDS      MFS(R) New Discovery Series Objective: capital appreciation. Invests primarily   MFS Investment
                                            in equity securities of emerging growth companies.   Management(R)
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VMRES      MFS(R) Research Series      Objective: long-term growth of capital and future    MFS Investment
                                            income. Invests primarily in common stocks and       Management(R)
                                            related securities that have favorable prospects
                                            for long-term growth, attractive valuations based
                                            on current and expected earnings or cash flow,
                                            dominant or growing market share, and superior
                                            management.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VMUTS      MFS(R) Utilities Series     Objective: capital growth and current income.        MFS Investment
                                            Invests primarily in equity and debt securities of   Management(R)
                                            domestic and foreign companies in the utilities
                                            industry.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VPGRI      Putnam VT Growth and        Objective: capital growth and current income.        Putnam Investment
                Income Fund -- Class IB     Invests primarily in common stocks that offer        Management, Inc.
                Shares                      potential for capital growth, current income or
                                            both.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VPIGR      Putnam VT International     Objective: capital appreciation. Invests primarily   Putnam Investment
                Growth Fund -- Class IB     in equity securities of companies located in         Management, Inc.
                Shares                      countries other than the United States.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VPINO      Putnam VT International     Objective: long-term capital appreciation by         Putnam Investment
                New Opportunities Fund --   investing in companies that have above-average       Management, Inc.
                Class IB Shares             growth prospects due to the fundamental growth of
                                            their market sector. Invests primarily in growth
                                            stocks issued by companies outside the United
                                            States.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VRMCC      Royce Micro-Cap Portfolio   Objective: long-term growth of capital. Invests      Royce & Associates, Inc.
                                            primarily in a broadly diversified portfolio of
                                            equity securities issued by micro-cap companies
                                            (companies with stock market capitalizations below
                                            $300 million).
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VRPRM      Royce Premier Portfolio     Objective: long-term growth of capital with current  Royce & Associates, Inc.
                                            income  as  a  secondary  objective.
                                            Invests   primarily   in  a  limited
                                            number of equity  securities  issued
                                            by small companies with stock market
                                            capitalization  between $300 million
                                            and $1.5 billion.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VWISC      Wanger International Small  Objective: long-term growth of capital. Invests      Wanger Asset Management,
                Cap                         primarily in stocks of small- and medium-sized       L.P.
                                            non-U.S. companies.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VWUSC      Wanger U.S. Small Cap       Objective: long-term growth of capital. Invests      Wanger Asset Management,
                                            primarily in stocks of small- and medium-sized U.S.  L.P.
                                            companies.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
     VWTEG      Warburg Pincus Trust        Objective: maximum capital appreciation. Invests     Credit Suisse Asset
                Emerging Growth Portfolio   primarily in equity securities of small - to medium  Management, LLC.
                                            -sized U.S. emerging-growth companies.
- ------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

Fund Objectives

The  investment  objectives and policies of some of the funds are similar to the
investment  objectives  and policies of other  mutual funds that the  investment
advisor or its  affiliates  manage.  Although the objectives and policies may be
similar,  each fund will have its own  portfolio  holdings  and its own fees and
expenses. Accordingly, each fund will have its own investment results.

The investment  managers and advisors cannot  guarantee that the funds will meet
their investment  objectives.  Please read the funds' prospectuses for facts you
should know before investing.  These prospectuses are available by contacting us
at the address or telephone number on the first page of this prospectus.

All funds are available to serve as the underlying investments for variable life
insurance policies. Some funds also are available to serve as investment options
for variable  annuities and qualified  plans. It is possible that in the future,
it may be  disadvantageous  for variable  annuity  accounts  and  variable  life
insurance  accounts  and/or  qualified  plans to invest in the  available  funds
simultaneously.

Although the insurance  company and the funds do not currently  foresee any such
disadvantages, the boards of directors or trustees of the appropriate funds will
monitor  events in order to identify  any  material  conflicts  between  annuity
owners,  life insurance  policy owners and qualified plans and to determine what
action,  if any,  should be taken in response to a conflict.  If a board were to
conclude  that it should  establish  separate  funds for the  variable  annuity,
variable  life  insurance and qualified  plan  accounts,  you would not bear any
expenses  associated with establishing  separate funds. Please refer to the fund
prospectuses for risk disclosure regarding simultaneous  investments by variable
annuity, variable life insurance and qualified plan accounts.

Diversification: The Internal Revenue Service (IRS) has issued final regulations
relating to the  diversification  requirements under Section 817(h) of the Code.
Each fund intends to comply with these requirements.

Relationship Between Funds and Subaccounts

Each subaccount buys shares of the appropriate fund at net asset value without a
sales  charge.  Dividends  and  capital  gain  distributions  from  a  fund  are
reinvested at net asset value without a sales charge and held by the  subaccount
as an asset. Each subaccount  redeems fund shares without a charge to the extent
necessary to make death benefit or other payments under the policy.

<PAGE>

Rates of Return of the Subaccounts


Average  annual  rates of return in the  following  table  reflect  all  charges
incurred by the fund,  charges against the subaccounts  (including the mortality
and expense risk  charge) and the 3% premium  expense  charge.  The rates do not
reflect  the  surrender  charge or  monthly  deduction.  If these  charges  were
reflected, the illustrated rates of return would have been lower.


Performance  information  for the  subaccounts  may appear  from time to time in
advertisements or sales literature. This information reflects the performance of
a  hypothetical  investment in a particular  subaccount  during a specified time
period.  Currently,  we do not  provide  any  performance  information  for  the
subaccounts,  because  they  are new and  have  not had any  activity  to  date.
However,  we show performance from the commencement  date of the funds as if the
contract  existed at that time which, it did not.  Although we base  performance
figures on historical  earnings,  past  performance  does not  guarantee  future
results.

<TABLE>
<CAPTION>
Period ending 12/31/98    Subaccount performance since commencement of the Fund




                                                                                                          10 years or since
Subaccount     Investing in
                                                                                  1 year         5 years     commencement
<S>          <C>                                                                <C>             <C>      <C>
- ---------------------------------------------------------------------------------------------------------------------------
 VPBCA         AXPSM Variable Portfolio-- Blue Chip Advantage Fund (9/99)*           --%             --%               --%
 VPBND         AXPSM Variable Portfolio-- Bond Fund (10/81)*                       -2.08            5.55              8.01
 VPCPR         AXPSM Variable Portfolio-- Capital Resource Fund (10/81)*           19.31           14.82             14.43
 VPCMG         AXPSM Variable Portfolio-- Cash Management Fund (10/81)*             1.42            3.73              4.44
 VPDEI         AXPSM Variable Portfolio-- Diversified Equity Income Fund (9/99)*      --              --                --
 VPEXI         AXPSM Variable Portfolio-- Extra Income Fund (5/96)*                -8.11              --              3.12
 VPFIF         AXPSM Variable Portfolio-- Federal Income Fund (9/99)*                 --              --                --
 VPGRO         AXPSM Variable Portfolio-- Growth Fund (9/99)*                         --              --                --
 VPMGD         AXPSM Variable Portfolio-- Managed Fund (4/86)*                     11.31           12.23             13.19
 VPNDM         AXPSM Variable Portfolio-- New Dimensions Fund (5/96)*              23.67              --             21.78
 VPSCA         AXPSM Variable Portfolio-- Small Cap Advantage Fund (9/99)*            --              --                --
 VACAP         AIM V.I. Capital Appreciation Fund (5/93)*                          14.70           15.48             17.06
 VACDV         AIM V.I. Capital Development Fund (5/98)*                              --              --            -10.851
 VAVAL         AIM V.I. Value Fund (5/93)*                                         27.25           19.88             20.14
 VAPGR         Alliance Premier Growth Portfolio (Class B) (7/99)*                    --              --                --
 VATEC         Alliance Technology Portfolio (Class B) (9/99)*                        --              --                --
 VAUGH         Alliance U.S. Government/High Grade Securities
                Portfolio (Class B) (6/99)*                                           --               --               --
 VBCAS         Baron Capital Asset Fund (10/98)*                                      --              --             29.431
 VFGRI         Fidelity VIP III Growth & Income Portfolio (Service Class) (12/96)* 24.27              --             25.94
 VFMDC         Fidelity VIP III Mid Cap Portfolio (Service Class) (12/98)*            --              --              0.001
 VFOVS         Fidelity VIP Overseas Portfolio (Service Class) (12/87)*             2.36            6.02              7.15
 VFMSI         FT VIP Mutual Shares Securities Fund -
                 Class 2 (11/96)*3                                                 -3.81              --              7.10
 VFRES         FT VIP Franklin Real Estate Fund -
                 Class 2 (1/89)*3                                                 -20.05            8.38              8.98
 VFISC         FT VIP Templeton International
                 Smaller Companies Fund - Class 2 (5/96)*3                        -15.60              --             -3.02
 VGCPG         Goldman Sachs VITCapital Growth Fund (4/98)*                           --              --              9.341
 VGCUS         Goldman Sachs VIT CORESM U.S. Equity Fund (2/98)*                      --              --             10.301
 VGGLI         Goldman Sachs VITGlobal Income Fund (1/98)*                            --              --              4.131
 VGINE         Goldman Sachs VITInternational Equity Fund (1/98)*                     --              --             15.461
 VJUDE         J.P. Morgan U.S. Disciplined Equity Portfolio (12/94)*              18.04              --             23.95
 VLREQ         Lazard Retirement Equity Portfolio (3/98)*                             --              --              6.801
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                            10 years or since
Subaccount     Investing in
                                                                                  1 year         5 years     commencement
<S>          <C>                                                                <C>             <C>      <C>
- ---------------------------------------------------------------------------------------------------------------------------
 VLRIE         Lazard Retirement International Equity Portfolio (9/98)*              --%          --%         8.6210%
 VMNDS         MFS(R) New Discovery Series (5/98)*                                   --           --          -1.471
 VMRES         MFS(R)Research Series (7/95)*                                        18.62         --          20.43
 VMUTS         MFS(R)Utilities Series (1/95)*                                       13.50         --          23.32
 VPGRI         Putnam VT Growth and Income Fund - Class IB Shares (2/88)*2          10.96        17.86        14.91
 VPIGR         Putnam VT International Growth Fund - Class IB Shares (1/97)*2       13.88         --          14.47
 VPINO         Putnam VT International New Opportunities Fund - Class IB
               Shares (1/97)                                                      *211.01         --          4.801
 VRMCC         Royce Micro-Cap Portfolio (12/96)*                                   -0.05         --           9.59
 VRPRM         Royce Premier Portfolio (12/96)*                                      4.61         --          10.18
 VWISC         Wanger International Small Cap (5/95)*                               11.83         --          19.32
 VWUSC         Wanger U.S. Small Cap (5/95)*                                         4.48         --          24.70
 VWTEG         Warburg Pincus Trust Emerging Growth Portfolio (9/99)*                 --          --            --
</TABLE>

   *(Commencement  date of the fund).
**(Commencement of distribution of Class B shares).
1 These numbers are YTD as of 12/31/98, not annualized.
2 Performance information for Class IB shares for the period prior to April 6,
1998 for Putnam VTGrowth and Income Fund and prior to April 30, 1998 for Putnam
VTInternational Growth Fund and Putnam VTInternational New Opportunities Fund
are based on Class IA Shares  adjusted  to reflect  payments  made under the
Class IB  distribution Plan.
3 Because no Class 2 shares were issued as of 12/31/98,  Class 2  performance
represents the historical performance results of Class 1 shares.  Performance of
Class 2 shares for periods  after its 1/6/99  inception  will reflect  Class 2's
additional 12b-1 expense which also affects all future performance.


The Fixed Account

You can allocate premiums to the fixed account or transfer policy value from the
subaccounts  to the fixed  account  (with  certain  restrictions,  explained  in
"Transfers between the fixed account and subaccounts").

The fixed account is the general investment account of American Enterprise Life.
It includes all assets owned by American Enterprise Life other than those in the
variable  account  and other  separate  accounts.  Subject  to  applicable  law,
American  Enterprise  Life has sole discretion to decide how assets of the fixed
account will be invested.

Placing  policy value in the fixed  account does not entitle you to share in the
fixed account's investment  experience,  nor does it expose you to the account's
investment risk.  Instead,  American  Enterprise Life guarantees that the policy
value you place in the fixed account will accrue interest at an effective annual
rate of at least 4.0%,  independent of the actual  investment  experience of the
account.  American  Enterprise  Life bears the full  investment risk for amounts
allocated to the fixed  account.  American  Enterprise  Life is not obligated to
credit interest at any rate higher than 4.0%,  although we may do so at our sole
discretion.

We will not credit  interest in excess of 4.0% on any portion of policy value in
the fixed account against which you have a policy loan outstanding.

Because of exemptive and exclusionary provisions, interests in the fixed account
have not been registered  under the Securities Act of 1933 and the fixed account
has not been  registered as an investment  company under the Investment  Company
Act of 1940. Accordingly,  neither the fixed account nor any interests in it are
subject  to the  provisions  of  these  Acts  and the  staff  of the SEC has not
reviewed  the  disclosures  in this  prospectus  relating to the fixed  account.
Disclosures  regarding  the fixed  account may,  however,  be subject to certain
generally  applicable  provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.

<PAGE>

Policy Value

The value of your  policy is the sum of  values  in the fixed  account  and each
subaccount of the variable account.

FIXED ACCOUNT VALUE

The value in the fixed  account on the  policy  date (when the policy is issued)
equals:

o  the portion of your initial net premium allocated to the fixed account; minus

o  the portion of the monthly  deduction for the first policy month  allocated
   to the fixed account.

On any later date, the value in the fixed account equals:

o  the value on the previous monthly date; plus

o  net premiums allocated to the fixed account since the last monthly date; plus

o  any  transfers  to the fixed  account  from the  subaccounts,  including
   loan transfers, since the last monthly date; plus

o  accrued interest on all of the above; plus

o  any policy value credit allocated to the fixed account; minus

o  any  transfers  from the fixed  account  to the  subaccounts,  including
   loan repayment transfers, since the last monthly date; minus

o  any  partial  surrenders  or partial  surrender  fees  allocated  to the
   fixed account since the last monthly date; minus

o  interest on any transfers or partial surrenders, from the date of the
   transfer or surrender to the date of calculation; minus

o  any portion of the monthly  deduction  for the coming  month  allocated to
   the fixed account if the date of calculation is a monthly date.

<PAGE>

SUBACCOUNT VALUES

The  value  in  each  subaccount  changes  daily,  depending  on the  investment
performance of the funds in which that  subaccount  invests and on other factors
detailed below.  There is no guaranteed  minimum  subaccount value. You as owner
bear the entire investment risk.

Calculation of subaccount value: The value of each subaccount on the policy date
equals:

o  the portion of your initial net premium allocated to the subaccount; minus

o  the portion of the monthly  deduction for the first policy month  allocated
   to that subaccount.

The value on each subaccount on each valuation date equals:

o  the value of the subaccount on the preceding valuation date, multiplied by
   the net investment factor for the current valuation period (explained below);
   plus

o  net premiums received and allocated to the subaccount during the current
   valuation period; plus

o  any transfers to the subaccount (from the fixed account or other
   subaccounts, including loan repayment transfers) during the period; plus

o  any policy value credit allocated to the subaccounts; minus

o  any transfers from the subaccount including loan transfers during the current
   valuation period; minus

o  any partial surrenders and partial surrender fees allocated to the subaccount
   during the period; minus

o  any portion of the monthly deduction allocated to the subaccount during the
   period.

The net investment  factor  measures the investment  performance of a subaccount
from one valuation period to the next.  Because  performance may fluctuate,  the
value of a subaccount may increase or decrease from day to day.

Accumulation  units:  We convert the policy value  allocated to each  subaccount
into  accumulation  units.  Each time you direct a premium  payment or  transfer
policy  value  into one of the  subaccounts,  we  credit  a  certain  number  of
accumulation units to your policy for that subaccount. Conversely, each time you
take a partial  surrender or transfer  value out of a subaccount,  we subtract a
certain number of accumulation units.

Accumulation  units are the true measure of investment value in each subaccount.
For  subaccounts  investing in the funds,  they are related to, but not the same
as, the net asset  value of the  corresponding  fund.  The dollar  value of each
accumulation  unit  can  rise  or  fall  daily,   depending  on  the  investment
performance of the underlying  funds, and on certain  charges.  Here is how unit
values are calculated:

Number of units:  To calculate the number of units for a particular  subaccount,
we divide  your  investment  (net  premium or  transfer  amount) by the  current
accumulation unit value.

Accumulation unit value: The current accumulation unit value for each subaccount
equals the last accumulation unit value times the current net investment factor.

<PAGE>

Net investment factor: We determine the net investment factor at the end of each
valuation period. This factor equals

                                           (a divided by b) - c,

where:

(a) equals:

   o net asset value per share of the fund; plus

   o per-share amount of any dividend or capital gain distribution made by the
     relevant fund to the subaccount; plus

   o any  credit or minus any  charge for  reserves  to cover any tax  liability
     resulting from the investment operations of the subaccount.

(b) equals:

   o net asset value per share of the fund at the end of the preceding valuation
     period; plus

   o any credit or minus any charge for  reserves to cover any tax  liability in
     the preceding valuation period.

(c) is a percentage  factor  representing the mortality and expense risk charge,
    as described in "Loads, Fees and Charges" above.

Factors that affect subaccount accumulation units:

Accumulation  units of each  subaccount may change in two ways; in number and in
value. Here are the factors that influence those changes:

The number of accumulation units you own may fluctuate due to:

o  additional premiums allocated to the subaccount;

o  transfers into or out of the subaccount;

o  partial surrenders and partial surrender fees;

o  surrender charges;

o  pro rata portions of the monthly deductions; and/or

o  policy value credits.

Accumulation unit values will fluctuate due to:

o  changes in underlying fund's net asset value;

o  dividends distributed to the subaccount;

o  capital gains or losses of underlying fund;

o  fund operating expenses; and/or

o  mortality and expense risk fees.

Policy Value Credits

Beginning  in the 11th policy  year and while this  policy is in force,  we will
periodically apply a policy value credit to your policy value.

On an  annual  basis,  the  policy  value  credit  is an  amount  determined  by
multiplying (a) times (b) where:

   (a) is the policy  value credit  percentage  at the time the  calculation  is
       made; and
   (b) is the policy value less  indebtedness at the time the calculation is
       made.

We  reserve  the  right to  calculate  and apply the  policy  value  credit on a
quarterly or monthly basis.

The policy  value  credit  amount  shall be applied to the policy value on a pro
rata basis.

<PAGE>

Proceeds Payable Upon Death

We will pay a benefit to the beneficiary of the policy when the insured dies.

If that death is prior to the insured's  attained  insurance age 100, the amount
payable is based on the  specified  amount and death benefit  option  (described
below) that you have selected, less any indebtedness.

If the insured's death is on or after the attained insurance age 100, the amount
payable is the cash surrender value.

Option 1 (level  amount):  Under this option,  the policy's value is part of the
specified amount. The Option 1 death benefit is the greater of:

o the specified amount on the date of the insured's death; or

o the  applicable  percentage  of the policy value on the date of the  insured's
  death,  if that death occurs on a valuation  date, or on the next valuation
  date following the date of death. (See table below.)

<TABLE>
<CAPTION>

Applicable percentage table

Insured's attained            Applicable             Insured's attained         Applicable
insurance age                percentage of              insurance age         percentage of
                             policy value                                     policy value
<S>                         <C>                     <C>                      <C>
     40 or younger                250%                       61                     128%

          41                      243                        62                     126

          42                      236                        63                     124

          43                      229                        64                     122

          44                      222                        65                     120

          45                      215                        66                     119

          46                      209                        67                     118

          47                      203                        68                     117

          48                      197                        69                     116

          49                      191                        70                     115

          50                      185                        71                     113

          51                      178                        72                     111

          52                      171                        73                     109

          53                      164                        74                     107

          54                      157                       75-95                   105

          55                      150                        96                     104

          56                      146                        97                     103

          57                      142                        98                     102

          58                      138                        99                     101

          59                      134                        100                    100

          60                      130

</TABLE>

The  percentage  is designed to ensure that the policy meets the  provisions  of
federal  tax law which  require a minimum  death  benefit in  relation to policy
value for your policy to qualify as life insurance.

<PAGE>

Option 2 (variable amount): Under this option, the policy value is added
to the specified amount. The Option 2 death benefit is the greater of:

o the policy value plus the specified amount; or

o the  applicable  percentage of policy value (from the preceding  table) on the
  date of the insureds  death, if that death occurs on a valuation date, or on
  the next valuation date following the date of death.


 Examples:                           Option 1                    Option 2

 specified amount                    $100,000                    $100,000

 policy value                      $    5,000                  $    5,000

 death benefit                       $100,000                    $105,000

 policy value increases to         $    8,000                  $    8,000

 death benefit                       $100,000                    $108,000

 policy value decreases to         $    3,000                  $    3,000

 death benefit                       $100,000                    $103,000

If you  want to have  premium  payments  and  favorable  investment  performance
reflected partly in the form of an increasing death benefit, you should consider
Option 2. If you are satisfied with the specified amount of insurance protection
and  prefer  to have  premium  payments  and  favorable  investment  performance
reflected to the maximum extent in the policy value,  you should consider Option
1. Under Option 1, the cost of insurance is lower  because  American  Enterprise
Life's net  amount at risk is  generally  lower;  for this  reason  the  monthly
deduction is less and a larger portion of your premiums and  investment  returns
is retained in the policy value.

CHANGE IN DEATH BENEFIT OPTION

You may make a written  request  to change  the death  benefit  option  once per
policy year. A change in the death benefit option also will change the specified
amount. You do not need to provide additional evidence of insurability.

If you change from Option 1 to Option 2: The  specified  amount will decrease by
an amount equal to the policy value on the effective date of the change.

If you change from Option 2 to Option 1: The  specified  amount will increase by
an amount equal to the policy value on the effective date of the change.

An increase or decrease in specified amount resulting from a change in the death
benefit option will affect the following policy costs:

o  Monthly  deduction  because the cost of insurance  depends upon the
   specified amount.

o  Charges for certain optional insurance benefits.

The surrender charge will not be affected.

CHANGES IN SPECIFIED AMOUNT

Subject to certain  limitations,  you may make a written  request to increase or
decrease the specified amount at any time.  Changes in specified amount may have
tax implications,  discussed in the section "Modified Endowment Contracts" under
"Federal taxes."

<PAGE>

Increases:  If you  increase the  specified  amount,  we may require  additional
evidence of  insurability  that is satisfactory to us. The effective date of the
increase will be the monthly  anniversary  on or next  following our approval of
the increase.  The increase may not be less than $25,000, and we will not permit
an increase after the insured's attained insurance age 85.

An increase in the  specified  amount will have the  following  effect on policy
costs:

o  Your monthly  deduction  will  increase  because the cost of insurance
   charge depends upon the specified amount.

o  Charges for certain optional insurance benefits may increase.

o  The minimum monthly premium will increase if the NLG is in effect.

o  The surrender charge will increase.

At the time of the increase in specified  amount,  the cash  surrender  value of
your policy must be sufficient to pay the monthly  deduction on the next monthly
anniversary.  The  increased  surrender  charge will  reduce the cash  surrender
value.  If the remaining  cash  surrender  value is not  sufficient to cover the
monthly  deduction,  we will require you to pay additional  premiums  within the
61-day grace  period.  If you do not, the policy will lapse unless the NLG is in
effect.  Because the minimum monthly premium will increase, you may also have to
pay additional premiums to keep the NLG in effect.

Decreases:  Any  decrease  in  specified  amount will take effect on the monthly
anniversary  on or next  following  our  receipt of your  written  request.  The
specified  amount  remaining after the decrease may not be less than the minimum
amount shown in the policy.  If, following a decrease in specified  amount,  the
policy  would no longer  qualify as life  insurance  under  federal tax law, the
decrease may be limited to the extent necessary to meet these  requirements.  We
reserve the right to limit any specified amount decrease, in any policy year, to
no more  than  25% of the  specified  amount  in  effect  as of the date of your
request.

A decrease in specified amount will affect your costs as follows:

o  Your monthly  deduction  will  decrease  because the cost of insurance
   charge depends upon the specified amount.

o  Charges for certain optional insurance benefits may decrease.

o  The minimum monthly premium will decrease if the NLG is in effect.

o  The surrender charge will not change.

No  surrender  charge is imposed  when you request a decrease  in the  specified
amount.

We will deduct  decreases  in the  specified  amount from the current  specified
amount in this order:

o  First from the portion due to the most recent increase;

o  Next from portions due to the next most recent increases successively; and

o  Then from the initial specified amount when the policy was issued.

This  procedure  may affect the cost of insurance  if we have applied  different
risk classifications to the current specified amount. We will eliminate the risk
classification  applicable to the most recent  increase in the specified  amount
first, then the risk classification applicable to the next most recent increase,
and so on.

<PAGE>

MISSTATEMENT OF AGE OR SEX

If the insured's age or sex has been misstated,  the proceeds payable upon death
will be:

o  the policy value on the date of death; plus

o  the  amount  of  insurance  that  would  have  been  purchased  by the cost
   of insurance  deducted for the policy month  during which death  occurred,
   if that cost had been calculated using rates for the correct age and sex;
   minus

o  the amount of any outstanding indebtedness on the date of death.

SUICIDE

Suicide by the insured, whether sane or insane, within two years from the policy
date is not covered by the policy. If suicide occurs, the only amount payable to
the beneficiary  will be the premiums paid,  minus the amount of any outstanding
indebtedness and partial surrenders.

In Colorado and North  Dakota,  the suicide  period is shortened to one year. In
Missouri,  American  Enterprise  Life must prove that the  insured  intended  to
commit suicide at the time he or she applied for coverage.

BENEFICIARY

Initially,  the beneficiary will be the person you designate in your application
for the  policy.  You may change the  beneficiary  by giving  written  notice to
American Enterprise Life, subject to requirements and restrictions stated in the
policy. If you do not designate a beneficiary,  or if the designated beneficiary
dies before the insured, the beneficiary will be you or your estate.

Transfers between the Fixed Account and Subaccounts

You may  transfer  policy  values  from one  subaccount  to  another  or between
subaccounts  and the fixed  account.  For most  transfers,  we will process your
transfer request at the end of the valuation period during which we receive your
request. There is no charge for transfers. Before transferring policy value, you
should consider the risks involved in switching investments.

We may suspend or modify the transfer  privilege at any time with the  necessary
approval of the SEC.  Transfers  involving  the fixed account are subject to the
restrictions below.

FIXED ACCOUNT TRANSFER POLICIES

o    You must make transfers from the fixed account during a 30-day period
     starting on a policy anniversary,  except for automated transfers, which
     can be set up at any time for transfer periods of your choosing subject to
     certain minimums.

o    If we receive your request to transfer  amounts from the fixed account
     within 30 days before the policy anniversary, the transfer will become
     effective on the anniversary.

o    If we receive your request on or within 30 days after the policy
     anniversary, the transfer will be effective on the day we receive it.

o    We will not accept  requests for transfers from the fixed account at any
     other time.

o    If you made a transfer from the fixed account to one or more subaccounts,
     you may not make a transfer from any subaccount  back to the fixed account
     until the next policy anniversary. We will waive this limitation once
     during the first two policy  years if you exercise the  policy's  right to
     exchange  provision.  (See "Exchange right" under "Policy Surrenders").

<PAGE>

MINIMUM TRANSFER AMOUNTS

From a subaccount to another subaccount or the fixed account:

o For  mail  and  phone  transfers  -- $250 or the  entire  subaccount  balance,
  whichever is less.

o For automated transfers -- $50.

From the fixed account to a subaccount:

o $250 or the entire fixed account balance, minus any outstanding  indebtedness,
  whichever is less.

o For automated transfers -- $50.

MAXIMUM TRANSFER AMOUNTS

From a subaccount to another subaccount or the fixed account:

o  Entire subaccount balance.

From the fixed account to a subaccount:

o  Entire fixed account balance, minus any outstanding indebtedness.

MAXIMUM NUMBER OF TRANSFER PER YEAR

We reserve  the right to limit  mail and  telephone  transfers  to 12 per policy
year. Twelve automated transfers per policy are allowed.

<PAGE>

Two ways to request a transfer, loan or surrender

Provide  your  name,   policy  number,   Social   Security  Number  or  Taxpayer
Identification Number when you request a transfer.

- -------------------------------------------------------------------------------
 1 By letter

Regular mail:
American Enterprise Life Insurance Company
P.O. Box 290679
Wethersfield, CT 06129-0679

Express mail:
American Enterprise Life Insurance Company
Attention: AEL Service Center
1290 Silas Deane Highway Suite 102
Wethersfield, CT 06129

- -------------------------------------------------------------------------------
 2 By phone

Call between 8 a.m. and 6 p.m. Central Time:
1-800-333-3437 (toll free) or
(612) 671-7700 (Minneapolis area)
TTY service for the hearing impaired:
1-800-285-8846 (toll free)

o    We answer phone requests  promptly,  but you may  experience  delays when
     call volume is unusually  high. If you are unable to get through,  use mail
     procedure as an alternative.

o    We will  honor any  telephone  transfer  or  surrender  request  we believe
     is authentic  and we will use  reasonable  procedures  to confirm that it
     is. These procedures  include asking  identifying  questions and tape
     recording  calls. As long as we follow these procedures,  American
     Enterprise Life and its affiliates will not be liable for any loss
     resulting from fraudulent requests.

o    We  make  telephone  transfers  available  automatically.  If you do not
     want telephone  transfers  to be made from your  account,  please  write to
     American Enterprise Life and tell us.

<PAGE>

AUTOMATED TRANSFERS

In addition to written and  telephone  requests,  you can arrange to have policy
value  transferred  from one account to another  automatically.  Your  financial
advisor can help you set up an automated transfer.

Automated transfer policies:

o    Minimum automated transfer amount: $50

o    Only one automated transfer  arrangement can be in effect at any time. You
     can transfer policy values to one or more subaccounts and the fixed
     account, but you can transfer from only one account.

o    You can start or stop this  service by written  request.  You must allow
     seven days for us to change any instructions that currently are in place.

o    You cannot make automated  transfers from the fixed account in an amount
     that, if continued, would deplete the fixed account within 12 months.

o    If you made a transfer from the fixed account to one or more subaccounts,
     you may not make a transfer from any subaccount  back to the fixed account
     until the next policy anniversary.

o    If you submit  your  automated  transfer  request  with an  application
     for a policy, automated transfers will not take effect until the policy is
     issued.

o    If the value of the account  from which you are  transferring  policy value
     is less than the $50 minimum, we will stop the transfer arrangement
     automatically.

o    Automated  transfers  are  subject to all other  policy  provisions  and
     terms including provisions relating to the transfer of money between the
     fixed account and the subaccounts.

AUTOMATED DOLLAR-COST AVERAGING

You can use automated  transfers to take advantage of dollar-cost  averaging ---
investing a fixed amount at regular intervals. For example, you might have a set
amount transferred monthly from a relatively  conservative  subaccount to a more
aggressive one, or to several others.

This systematic  approach can help you benefit from fluctuations in accumulation
unit value,  caused by fluctuations in the market value of the underlying  fund.
Since you invest the same amount each  period,  you  automatically  acquire more
units when the market  value  falls,  fewer units when it rises.  The  potential
effect is to lower your average cost per unit.
There is no charge for dollar-cost averaging.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
         How dollar-cost averaging works

                                Month                  Amount                Accumulation             Number of units
                                                      invested                unit value                  purchased
<S>                           <C>                    <C>                    <C>                      <C>
- ---------------------------------------------------------------------------------------------------------------------------
By investing an equal           Jan                    $100                       $20                       5.00
number of dollars each
month...                        Feb                     100                        16                       6.25

                                Mar                     100                         9                      11.11

you automatically buy           Apr                     100                         5                      20.00
more units when the
per unit market price           May                     100                         7                      14.29
is low...
                                June                    100                        10                      10.00

                                July                    100                        15                       6.67

and fewer units when            Aug                     100                        20                       5.00
the per unit market
price is high.                  Sept                    100                        17                       5.88

                                Oct                     100                        12                       8.33
</TABLE>

You have paid an average price of only $10.81 per unit over the 10 months, while
the average market price actually was $13.10.

<PAGE>

Dollar-cost  averaging does not guarantee that any variable subaccount will gain
in value,  nor will it protect against a decline in value if market prices fall.
Because  this  strategy  involves  continuous   investing,   your  success  with
dollar-cost  averaging  will depend upon your  willingness to continue to invest
regularly through periods of low price levels.  Dollar-cost  averaging can be an
effective way to help meet your long-term goals.

Asset  rebalancing
You can ask us in writing to automatically  rebalance the subaccount  portion of
your policy value either  quarterly,  semi-annually or annually.  The period you
select  will  start to run on the date we  record  your  request.  On the  first
valuation date of each of these periods,  we  automatically  will rebalance your
policy  value  so  that  the  value  in each  subaccount  matches  your  current
subaccount percentage allocations. These percentage allocations must be in whole
numbers.  Asset  rebalancing  does not apply to the fixed  account.  There is no
charge for asset rebalancing.

You can change your  percentage  allocations or your  rebalancing  period at any
time by contacting  us in writing.  We will restart the  rebalancing  period you
selected as of the date we record your change. You also can ask us in writing to
stop  rebalancing your policy value. You must allow 30 days for us to change any
instructions  that  currently  are in  place.  For  more  information  on  asset
rebalancing, contact your sales representative.

Policy Loans

You may borrow against your policy by written or telephone  request.  (See chart
under  "Transfers  between the fixed  account and  subaccounts"  for address and
telephone  numbers for your  requests.) We will process your loan request at the
end of the  valuation  period  during which we receive your  request.  (Loans by
telephone are limited to $50,000.)

Interest rate: The interest rate for policy loans is 6% per year. After the 10th
anniversary  we expect to reduce the loan  interest to 4% per year.  Interest is
charged daily and due at the end of the policy year.

Minimum loan:

o  $500 ($200 for Connecticut residents).

Maximum loan:

o  In Texas, 100% of the policy value in the fixed account, minus a pro rata
   portion of surrender charges.

o  In Alabama, 100% of the policy value minus surrender charges.

o  In all other states, 90% of the policy value minus surrender charges.

We will  compute the maximum  loan value as of the end of the  valuation  period
during which we receive your loan request.  The amount available at any time for
a new loan is the maximum  loan value less any  existing  indebtedness.  When we
compute the amount available, we reserve the right to deduct from the loan value
interest for the period until the next policy anniversary and monthly deductions
that we will take until the next policy anniversary.

Payment of loaned funds: Generally, we will pay loans within seven days after we
receive your request  (with  certain  exceptions  -- see "Deferral of payments,"
under "Payment of Policy Proceeds.")

Allocation  of loans to accounts:  If you do not specify  whether the loan is to
come  from  the  fixed  account  or the  subaccounts,  we will  take it from the
subaccounts and the fixed account on a pro-rata basis minus  indebtedness.  When
we make a loan from a subaccount,  we redeem accumulation units and transfer the
proceeds  into the fixed  account.  We will  credit the loaned  amount with 4.0%
annual interest.

<PAGE>

Repayments:  We will allocate loan  repayments to  subaccounts  and/or the fixed
account using the premium  allocation  percentages  in effect unless you tell us
otherwise. Repayments must be in amounts of at least $25.

Overdue  interest:  If you do not pay accrued  interest  when it is due, we will
increase  the amount of  indebtedness  in the fixed  account to cover the amount
due.  Interest  added to a policy loan will be charged the same interest rate as
the  loan  itself.  We will  take  the  interest  from  the  fixed  account  and
subaccounts on a pro-rata basis.

Effects of policy loans: If you do not repay your loan, it will reduce the death
benefit and cash surrender value.  Even if you do repay it, your loan can have a
permanent  effect on death benefits and policy values,  because money you borrow
against the subaccounts will not share in the investment results of the relevant
fund(s).

A loan may terminate the no lapse guarantee.  We deduct the loan amount from the
total  premiums you pay,  which may reduce the total below the level required to
keep the NLG in effect.

Taxes:   If  your  policy  lapses  or  you  surrender  it  with  an  outstanding
indebtedness, and the amount of outstanding indebtedness plus the cash surrender
value is more than the sum of premiums you paid,  you  generally  will be liable
for taxes on the excess. (See "Federal Taxes.")

Policy Surrenders

You may  surrender  your  policy  in full or in  part by  written  or  telephone
request.   (See  chart  under   "Transfers   between   the  fixed   account  and
subaccounts.")  We  will  process  your  surrender  request  at  the  end of the
valuation  period  during which we receive your  request.  We may require you to
return your policy.

We normally will process your payment within seven days; however, we reserve the
right to defer payment.  (See  "Deferral of payments,"  under "Payment of Policy
Proceeds.")

TOTAL SURRENDERS

If you totally  surrender your policy,  you receive its cash surrender  value --
the  policy  value  minus  outstanding  indebtedness  and  applicable  surrender
charges.  (See  "Loads,  fees and  charges.")  We will compute the value of each
subaccount  as of the end of the  valuation  period during which we receive your
request.

PARTIAL SURRENDERS

After the first policy year, you may surrender any amount from $500 up to 90% of
the policy's cash surrender value.  (Partial surrenders by telephone are limited
to $50,000.) We will charge you a partial surrender fee, described under "Loads,
Fees and Charges."

ALLOCATION OF PARTIAL SURRENDERS

Unless  you  specify  otherwise,  American  Enterprise  Life will  make  partial
surrenders from the fixed account and subaccounts on a pro-rata basis at the end
of the valuation  period during which we receive your  request.  In  determining
these proportions,  we first subtract the amount of any outstanding indebtedness
from the fixed account value.

EFFECT OF PARTIAL SURRENDERS

o    A partial  surrender will reduce the policy value by the amount of the
     partial surrender and fee.

o    A partial  surrender  may  terminate  the no lapse  guarantee.  We deduct
     the surrender  amount from total premiums you paid, which may reduce the
     total below the level required to keep the no lapse guarantee in effect.

o    If Option 1 is in effect, a partial surrender will reduce the specified
     amount by the amount of the partial  surrender and fee.  American
     Enterprise Life will deduct this decrease from the current specified amount
     in this order:

   -- First from the portion due to the most recent increase;

   -- Next from portions due to the next most recent increases successively; and

   -- Then from the initial specified amount when the policy was issued.

      (See "Decreases" under "Proceeds Payable Upon Death.")

o    If Option 2 is in effect, a partial surrender does not affect the specified
     amount.

<PAGE>

TAXES

Upon surrender, you generally will be liable for taxes on any excess of the cash
surrender  value plus  outstanding  indebtedness  over the  premium  paid.  (See
"Federal Taxes.")

EXCHANGE RIGHT

For two  years  after we issue  the  policy,  you can  exchange  it for one that
provides   benefits  that  do  not  vary  with  the  investment  return  of  the
subaccounts.  Because the policy  itself offers a fixed return  option,  all you
need to do is transfer all of the policy value in the  subaccounts  to the fixed
account.  We automatically  will credit all future premium payments to the fixed
account unless you request a different allocation.

A transfer  for this purpose  will not count  against the  12-transfers-per-year
limit.  Also, we will waive any restrictions on transfers into the fixed account
for this type of transfer.

There is no effect on the policy's death benefit,  specified amount,  net amount
at risk, risk classification or issue age. Only the method of funding the policy
value will be affected.

In Connecticut,  during the first 18 months after the policy is issued, you have
the right to exchange  the policy for a policy of permanent  fixed  benefit life
insurance we are then offering.

We will not require evidence of insurability. We will require that:

1. this policy is in force; and

2. your request is in writing; and

3. you repay any existing indebtedness.

The new policy will have the same initial death  benefit,  policy date and issue
age as this policy. The premium for the new policy will be based on our rates in
effect on its policy date for the same class of risk as under this policy.

We will inform you of the premium for the new policy and any extra sum  required
or  allowance  to be made  for a cash  surrender  value  adjustment  that  takes
appropriate  account  of the  values  under both this  policy  exceeds  the cash
surrender  value of the new policy,  the excess will be sent to you. If the cash
surrender  value of this policy is less than the cash surrender value of the new
policy, you will be required to send us the shortage amount for this exchange to
be completed.

Optional Insurance Benefits

You may choose to add the  following  benefits to your  policy at an  additional
cost,  in the form of riders (if you meet certain  requirements).  More detailed
information on these benefits is in your policy.

WAIVER OF MONTHLY DEDUCTION (WMD):

Under WMD, we will waive the monthly  deduction if the insured  becomes  totally
disabled.

ACCIDENTAL DEATH BENEFIT (ADB):

ADB provides an additional  death  benefit if the  insured's  death is caused by
accidental injury.

TERM INSURED RIDER (TIR):

TIR provides an additional level, adjustable death benefit on the base insured.

ADDITIONAL INSURED RIDER (AIR):

AIR provides a level,  adjustable  death benefit on the life of each  additional
insured covered.

CHILDREN'S INSURANCE RIDER (CIR):

CIR provides level term coverage on each eligible child.

<PAGE>

Payment of Policy Proceeds

We will pay policy proceeds when:

o  you surrender the policy; or

o  the insured dies

We will pay all  proceeds  by check.  We will  compute  the  amount of the death
proceeds and pay it in a single sum unless you select one of the payment options
below.  We will pay  interest at a rate of at least 4% per year (8% in Arkansas,
11% in Florida)  on single sum death  proceeds,  from the date of the  insured's
death to the  settlement  date (the date on which we pay the  proceeds in a lump
sum or first place them under a payment option).

Payment options:  During the insured's lifetime, you may request in writing that
we pay policy  proceeds  under one or more of the three payment  options  below.
(The beneficiary also may select a payment option, unless you say that he or she
cannot).  You  decide  how much of the  proceeds  to  place  under  each  option
(minimum:  $5,000).  We will  transfer  any such amount to  American  Enterprise
Life's general account.  Unless we agree otherwise,  we must make payments under
all options to a natural person.

You also may make a written  request  to us to change a prior  choice of payment
option or, if we agree, to elect a payment option other than the three below.

If you elect a payment option for pre-death proceeds, payments under this option
may be subject to federal income tax as ordinary income.  If you elect Option A,
the full  pre-death  proceeds  will be taxed as a full  surrender or maturity as
described  in  "Taxation  of  policy  proceeds"  and also may be  subject  to an
additional 10% penalty tax if the policy is a modified  endowment.  The interest
paid under  Option A will be ordinary  income  subject to income tax in the year
earned.
The interest payments will not be subject to the 10% penalty tax.

If you  elect  Option B or  Option C for  payment  of  pre-death  proceeds,  any
indebtedness  at the time of election  will be taxed as a partial  surrender  as
described  in  "Taxation  of  policy  proceeds"  and also may be  subject  to an
additional  10% penalty tax if the policy is a modified  endowment.  We will use
the  remainder  of the proceeds to make  payments  under the option  elected.  A
portion of each payment  will be taxed as ordinary  income and a portion of each
payment will be considered a return of the investment in the policy and will not
be taxed.  We describe an owner's  investment in the policy.  (See  "Taxation of
policy  proceeds"  under  "Federal  Taxes").  All  payments  we make  after  the
investment in the policy is fully  recovered will be subject to tax.  Amounts we
pay under Option B or Option C that are subject to tax also may be subject to an
additional 10% penalty tax. (See "Penalty tax" under "Federal Taxes").

Death benefit  proceeds applied to any payment option are not considered part of
the  beneficiary's  income and therefore are not subject to federal  income tax.
Payments of interest  under  Option A will be  ordinary  income  subject to tax.
Under Option B or Option C, a portion of each  payment  will be ordinary  income
subject to tax and a portion of each payment will be  considered a return of the
beneficiary's  investment  in the  policy  which  is not  subject  to  tax.  The
beneficiary's investment in the policy is the death benefit proceeds we apply to
the payment  option.  All payments we make after the investment in the policy is
fully recovered will be subject to tax.

<PAGE>

Option A -- Interest payments: We will pay interest on any proceeds placed under
this option at a rate of 3% per year compounded  annually,  at regular intervals
and for a period that is agreeable to both you and us. At the end of any payment
interval,  you may withdraw  proceeds in amounts of at least $100.  At any time,
you may withdraw  all of the proceeds  that remain or you may place them under a
different payment option approved by us.

Option B -- Payments for a specified period: We will make fixed monthly payments
for any number of years you specify.  Here are examples of monthly  payments for
each $1,000 placed under this option:

         Payment period                         Monthly payment per $1,000
             (years)                               placed under Option B

               10                                          $9.61

               15                                           6.87

               20                                           5.51

               25                                           4.71

               30                                           4.18

We will  furnish  monthly  amounts for other  payment  periods at your  request,
without charge.

Option C -- Lifetime  income:  We will make monthly payments for the life of the
person (payee) who is to receive the income. We will guarantee payment for 5, 10
or 15 years.

We will base the amount of each  monthly  payment per $1,000  placed  under this
option  on the  table of  settlement  rates in  effect  at the time of the first
payment. The amount depends on the sex and age of the payee on that date.

<PAGE>

The  amount of each monthly  payment per $1,000 placed under this option
will be at least the  amounts  shown in the  following  table.  We will  furnish
monthly amounts for any adjusted age not shown at your request, without charge.
<TABLE>
<CAPTION>

                          Life Income per $1,000 with Payments Guaranteed for 5, 10 and 15 Years
- ---------------------------------------------------------------------------------------------------------------------------

      Age Payee       Settlement                 5 Years                      10 Years                      15 Years
                       Beginning
                        in Year          Male           Female           Male            Female         Male        Female
<S>                  <C>               <C>             <C>             <C>              <C>            <C>         <C>
- ---------------------------------------------------------------------------------------------------------------------------

         65              2005            5.26            4.66            5.15             4.62           4.95         4.53

                         2010            5.17            4.60            5.07             4.55           4.89         4.48

                         2015            5.09            4.53            4.99             4.49           4.83         4.42

                         2020            5.01            4.47            4.92             4.44           4.77         4.38

                         2025            4.94            4.42            4.86             4.39           4.72         4.33

                         2030            4.87            4.37            4.79             4.34           4.67         4.29

         70              2005            6.12            5.35            5.87             5.24           5.48         5.05

                         2010            6.01            5.26            5.77             5.16           5.41         4.99

                         2015            5.89            5.17            5.68             5.08           5.35         4.93

                         2020            5.79            5.09            5.59             5.01           5.29         4.87

                         2025            5.69            5.01            5.51             4.94           5.23         4.82

                         2030            5.59            4.94            5.43             4.88           5.17         4.76

         75              2005            7.27            6.33            6.72             6.07           6.00         5.65

                         2010            7.11            6.20            6.61             5.97           5.94         5.59

                         2015            6.96            6.08            6.50             5.87           5.88         5.52

                         2020            6.82            5.97            6.40             5.78           5.83         5.46

                         2025            6.68            5.86            6.30             5.69           5.77         5.40

                         2030            6.55            5.76            6.21             5.60           5.72         5.34
</TABLE>

Deferral of payments:  We reserve the right to defer  payments of cash surrender
value, policy loans or variable death benefits in excess of the specified amount
if:

o    the  payments  derive  from a  premium  payment  made by a check  that has
     not cleared the banking system (we have not collected good payment);

o    the New York Stock Exchange (NYSE) is closed (other than customary weekend
     and holiday closings);

o    in accordance with SEC rules, trading on the NYSE is restricted or, because
     of an  emergency,  it is  not  practical  to  dispose  of  securities  held
     in the subaccount or determine the value of the subaccount's net assets.

We may delay the payment of any loans or surrenders from the fixed account up to
six months from the date we receive the  request.  If we postpone the payment of
surrender  proceeds  more than 30 days,  we will pay you  interest on the amount
surrendered at an annual rate of 3% for the period of postponement.

<PAGE>

Federal Taxes

The  following  is a general  discussion  of the  policy's  federal  income  tax
implications.  It is not intended as tax advice.  Because the effect of taxes on
the value and benefits of your policy  depends on your  individual  situation as
well as American  Enterprise Life's tax status, YOU SHOULD CONSULT A TAX ADVISOR
TO FIND OUT HOW THESE  GENERAL  CONSIDERATIONS  APPLY TO YOU. The  discussion is
based on our  understanding  of federal income tax laws as the Internal  Revenue
Service (IRS) currently  interprets them; both the laws and their interpretation
may change.

We intend the policy to qualify as a life  insurance  policy for federal  income
tax purposes. To that end, the provisions of the policy are to be interpreted to
ensure or maintain this tax qualification. American Enterprise Life reserves the
right to change the policy in order to ensure  that it will  continue to qualify
as life insurance for tax purposes. We will send you a copy of any changes.

AMERICAN ENTERPRISE LIFE'S TAX STATUS

The IRS taxes American  Enterprise  Life as a life  insurance  company under the
Code. For federal income tax purposes,  we consider the subaccounts to be a part
of American  Enterprise Life,  although we treat their operations  separately in
accounting and financial statements.  We reinvest the investment income from the
subaccounts and it becomes part of the subaccounts'  value. The IRS does not tax
American  Enterprise Life on this investment income,  including realized capital
gains.  Therefore,  American Enterprise Life does not charge the subaccounts for
our federal income taxes.  American  Enterprise  Life reserves the right to make
such a  charge  in the  future  if there is a  change  in the tax  treatment  of
subaccounts  or variable  life  insurance  contracts  or in American  Enterprise
Life's tax status as we currently understand it.

TAXATION OF POLICY PROCEEDS

The IRS does not  consider  the death  benefit  to be part of the  beneficiary's
income and therefore it is not subject to federal income taxes.  When we pay the
proceeds after the insured's  attained insurance age 100 and the amount received
plus any indebtedness exceeds your investment in the policy, the IRS may tax the
excess as ordinary income.

The IRS may tax part or all of any pre-death  proceeds that you receive  through
full surrender or maturity, lapse, partial surrender,  policy loan or assignment
of policy  value or  payment  options as  ordinary  income.  (See the  following
table.) In some  cases,  the tax  liability  depends on whether  the policy is a
modified endowment  (explained following the table). The taxable amount also may
be  subject  to an  additional  10%  penalty  tax if the  policy  is a  modified
endowment.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Source of proceeds                                   Taxable portion of pre-death proceeds
<S>                                                <C>
- ---------------------------------------------------------------------------------------------------------------------------

Full surrender:                                      Amount you receive plus any indebtedness, minus your investment in
                                                     the policy.*

Lapse:                                               Any outstanding indebtedness minus your investment in the policy.*

Partial surrenders (modified endowments):            Lesser of:
                                                     the amount you receive or policy value minus your
                                                     investment in the policy.*

Policy loans and assignments (modified endowments)   Lesser of:
                                                     the amount of the loan/assignment or policy value
                                                     minus your investment in the policy.*

Partial  surrenders  (other policies):               Generally,  if the amount you receive is
                                                     greater  than  your  investment  in the  policy,*
                                                     the  amount in excess of your investment is taxable.
                                                     However,  during the first 15 policy years,  a different
                                                     amount  may be  taxable if the  partial  surrender
                                                     results in or is caused by a reduction in benefits.

Policy loans and assignments (other policies):       None

Payment  options:                                    If we pay the proceeds of the policy under one of the
                                                     payment options, see the "Payment option" under "Payment
                                                     of Policy Proceeds" section for tax information.
</TABLE>

*The owner's investment is equal to premiums paid, minus the nontaxable portion
of any previous  partial  surrenders,  plus the taxable  portion of any previous
policy loans.

<PAGE>

MODIFIED ENDOWMENT CONTRACTS

In  1988,  Congress  created  a new  class  of life  insurance  policies  called
"Modified  Endowment  Contracts." The IRS taxes these policies  differently from
conventional life insurance contracts.

Your policy is a modified endowment contract if:

o  you apply for it or materially change it on or after June 21, 1988 and

o  the  premiums  you pay in the first seven  years of the  policy,  or the
   first seven years following a material change, exceed certain limits.

Also, any life insurance policy you receive in exchange for a modified endowment
is itself a modified endowment.

We have  procedures  for  monitoring  whether  your policy may become a modified
endowment  contract.  We calculate  modified  endowment limits when we issue the
policy.  We base these limits on the benefits we provide under the policy and on
the risk  classification  of the insured.  We recalculate  these limits later if
certain increases or reductions in benefits occur.

Increases in  benefits:  We  recalculate  limits when an increase is a "material
change."  Almost any  increase  you  request,  such as an increase in  specified
amount,  the  addition of a rider  benefit or an  increase in an existing  rider
benefit,  is a material  change.  An automatic  increase under the terms of your
policy,  such as an increase in death benefit due to operation of the applicable
percentage  table  described in the "Proceeds  payable upon death" section or an
increase in policy  value  growth  under  Option 2,  generally is not a material
change.  A policy becomes a modified  endowment if premiums you pay in the early
years following a material change exceed the recalculated limits.

Reductions  in benefits:  When you reduce  benefits  within seven years after we
issue the policy or after the most recent  material  change,  we recalculate the
limits as if the reduced  level of benefits  had always been in effect.  In most
cases, this  recalculation will further restrict the amount of premiums that you
can pay without  exceeding  modified  endowment limits. If the premiums you have
already  paid  exceed the  recalculated  limits,  the policy  becomes a modified
endowment even if you do not pay any further premiums.

Distributions  affected:  Modified endowment rules apply to distributions in the
year the policy  becomes a modified  endowment and in all subsequent  years.  In
addition,  the rules apply to  distributions  taken two years  before the policy
becomes  a  modified  endowment  because  the  IRS  presumes  that  you  took  a
distribution in anticipation of that event.

Serial purchase of modified  endowments:  The IRS treats all modified endowments
issued by the same insurer (or affiliated  companies of the insurer) to the same
owner during any calendar  year as one policy for  purposes of  determining  the
amount of any loan or distribution that is taxable.

Penalty  tax:  If a policy is a  modified  endowment,  the  taxable  portion  of
pre-death proceeds from a full surrender,  maturity,  lapse,  partial surrender,
policy loan or  assignment  of policy  value or certain  payment  options may be
subject to a 10% penalty tax unless:

o  the distribution occurs after the owner attains age 591/2;

o  the distribution is attributable to the owner becoming disabled (within the
   meaning of Code Section 72(m)(7); or

o  the distribution is part of a series of substantially  equal periodic
   payments made at least  once a year  over the life (or life  expectancy)  of
   the owner or over the  joint  lives  (or life  expectancies)  of the  owner
   and the  owner's beneficiary.

OTHER TAX CONSIDERATIONS

Interest paid on policy loans:  If you use a policy loan for personal  purposes,
interest  paid on the loan is not  tax-deductible.  Other rules apply if you use
the loan for trade or  business  or  investment  purposes  or if a  business  or
corporation owns the policy from which the loan is taken.

<PAGE>

Policy changes: Changing ownership,  exchanging or assigning the policy may have
tax consequences, depending on the circumstances.

Other taxes:  Federal estate tax, state and local estate tax,  inheritance  tax,
gift tax and other tax  consequences  of ownership or receipt of policy proceeds
also will depend on the circumstances.

Qualified  retirement  plans: The policy may be used in conjunction with certain
qualified  plans.  Since the rules  governing such use are complex,  a purchaser
should consult a competent pension consultant.

On July 6, 1983, the Supreme Court held in Arizona Governing Committee v. Norris
that  optional   annuity   benefits   provided  under  an  employee's   deferred
compensation  plan could not,  under Title VII of the Civil  Rights Act of 1964,
vary  between  men and women on the basis of sex.  Since  the  policy's  cost of
insurance rates and purchase rates for certain  settlement  options  distinguish
between men and women,  employers and employee organizations should consult with
legal counsel before purchasing the policy for any employment-related  insurance
or benefit program.

American Enterprise Life

American  Enterprise Life is a stock life insurance  company organized under the
laws of the State of Indiana in 1981. Its administrative  offices are located at
80 South Eighth  Street,  Minneapolis,  MN 55402.  Its statutory  address is 100
Capitol  Center  South,  201  North  Illinois  Street,  Indianapolis,  IN 46204.
American  Enterprise  Life  conducts a  conventional  life  insurance  business.
American Enterprise Life issues the life insurance policies.

OWNERSHIP

American  Enterprise  Life is a wholly owned  subsidiary  of IDS Life  Insurance
Company  (IDS Life),  which is a  wholly-owned  subsidiary  of American  Express
Financial  Corporation (AEFC). AEFC, a Delaware  corporation,  is a wholly owned
subsidiary of American Express Company.

The AEFC family of companies  offers not only insurance and annuities,  but also
mutual funds,  investment certificates and a broad range of financial management
services.

Besides  managing  investments for all funds in the American  Express(R)  Funds,
AEFC also manages  investments for itself and its subsidiaries,  IDS Certificate
Company and IDS Life Insurance Company.  Total assets under management as of the
most recent fiscal year were more than $227 billion.

STATE REGULATION

American  Enterprise Life is subject to the laws of Indiana governing  insurance
companies and to regulation by the Indiana Department of Insurance. In addition,
American  Enterprise  Life is subject to regulation  under the insurance laws of
other  jurisdictions  in which it operates.  American  Enterprise  Life files an
annual statement in a prescribed form with Indiana's Department of Insurance and
in each  state  in  which  American  Enterprise  Life  does  business.  American
Enterprise  Life's  books and  accounts  are  subject  to review by the  Indiana
Department of Insurance at all times and a full examination of its operations is
conducted  periodically.   Such  regulation  does  not,  however,   involve  any
supervision of management or investment practices or policies.

DISTRIBUTION OF THE POLICY

American Express  Financial  Advisors Inc.  (AEFA), a registered  broker/dealer,
serves as the principal  underwriter  for the life insurance  policy.  AEFA is a
wholly owned  subsidiary of AEFC, which is a wholly owned subsidiary of American
Express Company.

Broker-dealers  who have  entered  into  distribution  agreements  with AEFA and
American  Enterprise  Life  will  distribute  the  life  insurance  policies.

<PAGE>

American Enterprise Life will pay commissions for sales of policies to insurance
agencies or broker-dealers that are also insurance  agencies.  These commissions
will be up to 95% of the initial target premium  (annualized),  plus up to 2% of
all premiums in excess of the target premium.  In addition,  American Enterprise
Life  may  pay  certain  sellers   additional   compensation   for  selling  and
distribution activities under certain circumstances. From time to time, American
Enterprise  Life will pay or permit  other  promotional  incentives,  in cash or
credit or other compensation.

LEGAL PROCEEDINGS

A number of  lawsuits  have been  filed  against  life and  health  insurers  in
jurisdictions in which American  Enterprise Life and AEFC do business  involving
insurers'  sales  practices,  alleged  agent  misconduct,  failure  to  properly
supervise  agents,  and other matters.  American  Enterprise Life and AEFC, like
other  life  and  health  insurers,  from  time to  time  are  involved  in such
litigation.  On  October  13,  1998 an  action  entitled  Richard  Thoresen  and
Elizabeth Thoresen vs. AEFC, American Partners Life Insurance Company,  American
Enterprise Life Insurance  Company,  American  Centurion Life Assurance Company,
IDS Life  Insurance  Company  and IDS  Life  Insurance  Company  of New York was
commenced in Minnesota  State Court.  The action was brought by individuals  who
purchased an annuity in a qualified plan. They allege that the sale of annuities
in tax-deferred  contributory  retirement  investment plans (e.g. IRAs) is never
appropriate.  The  plaintiffs  purport to  represent a class  consisting  of all
persons  who  made  similar  purchases.   The  plaintiffs  seek  damages  in  an
unspecified  amount.  American  Enterprise  Life also is a defendant  in various
other lawsuits.  In American  Enterprise Life's opinion,  none of these lawsuits
will have a material adverse effect on our financial condition.

YEAR 2000

The Year 2000 issue is the result of computer programs having been written using
two  digits  rather  than  four  to  define  a  year.  Any  programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of American Enterprise Life
and the variable account.  American Enterprise Life and the variable account are
utilized by multiple  subsidiaries  maintained  by AEFC and  affiliates of AEFC.
American  Enterprise  Life's and the variable  accounts  businesses  are heavily
dependent upon AEFC's computer  systems and have significant  interactions  with
systems of third parties.

A  comprehensive  review of AEFC's computer  systems and business  processes has
been  conducted to identify the major systems that could be affected by the Year
2000  issue.  Steps are being  taken to  resolve  potential  problems  including
modification  to existing  software  and the  purchase of new  software.  AEFC's
target  date  for  substantially  completing  corrective  measures  on  internal
business critical systems was Dec. 31, 1998. As of June 30, 1999, AEFC completed
its program of  corrective  measures on its internal  systems and  applications,
including Year 2000 compliance testing.  The Year 2000 readiness of unaffiliated
investment  managers and other third parties whose system failures could have an
impact on  American  Enterprise  Life's and the  variable  account's  operations
continues to be evaluated.

AEFC's Year 2000 project includes  establishing  Year 2000 contingency plans for
all key business  unit.  Business  continuation  plans,  which address  business
continuation  in the  event of a  system  disruption,  are in place  for all key
business  units.  These plans are being  amended to include  specific  Year 2000
considerations  and will  continue to be refined  throughout  1999 as additional
information related to potential Year 2000 exposure is gathered.

EXPERTS

Ernst & Young LLP, independent  auditors,  have audited the financial statements
of American Enterprise Life Insurance Company at Dec. 31, 1998 and 1997, and for
each of the three years in the period ended Dec. 31, 1998, as set forth in their
report. We've included our financial statements in the prospectus in reliance of
Ernst & Young LLP's  report,  given on their  authority as experts in accounting
and auditing.

Actuarial  matters included in the prospectus have been examined by Mark Gorham,
F.S.A., M.A.A.A.,  Actuarial Director,  Insurance Product Development, as stated
in his opinion filed as an exhibit to the Registration Statement.

<PAGE>

Management of American Enterprise Life

Directors

James E. Choat
Director,  president  and chief  executive  officer  since 1996; senior vice
president - Institutional Products Group, AEFA, 1994 to 1997.

Richard W. Kling
Director and chairman of the board since March 1994.

Paul S. Mannweiler*
Director since 1986. Partner at Locke Reynolds Boyd & Weisell since 1980.

Paula R. Meyer
Director and executive vice president, Assured Assets since 1998; vice
president,  AEFC since 1998; Piper Capital  Management (PCM) President from
October 1997 to May 1998;  PCM  Director of Marketing  from June 1995 to October
1997; PCM Director of Retail from December 1993 to June 1995.

William A. Stoltzmann
Director since  September  1989; vice president,  general counsel and secretary
since 1985.

Officers other than directors

Jeffrey S. Horton
Vice  president  and  treasurer  since  December  1997;  vice president  and
corporate  treasurer,  AEFC,  since  December  1997;  controller, American
Express  Technologies-Financial  Services,  AEFC,  from  July  1997 to December
1997; controller, Risk Management Products, AEFC, from May 1994 to July 1997;
director of finance and analyses, Corporate Treasury, AEFC, from June 1990
to May 1994.

Philip C. Wentzel
Vice  president and  controller  since 1998.  Vice president - Finance,  Risk
Management  Products,  AEFC since 1997; and director of financial reporting and
analyses from 1992 to 1997.

The address for all of the directors  and  principal  officers is: IDS Tower 10,
Minneapolis,  MN 55440-0010 (except for Paul S. Mannweiler).  *Mr. Mannweiler is
an independent director whose address is: 201 No. Illinois Street, Indianapolis,
IN 46204.

The officers, employees and sales force of IDS Life are bonded, in the amount of
$100 million,  by virtue of a blanket  fidelity bond issued to American  Express
Company by Saint Paul Fire and Marine, the lead underwriter.

<PAGE>

Other Information

The  variable  account  has filed a  registration  statement  with the SEC.  For
further  information  concerning the policy,  the variable  account and American
Enterprise Life,  please refer to the registration  statement.  You can find the
registration statement on the SEC's web site at http://www.sec.gov.

SUBSTITUTION OF INVESTMENTS

We may change the funds from which the subaccounts buy shares if:

o  the existing funds become unavailable, or

o  in the judgment of American Enterprise Life, the funds are no longer suitable
   for the subaccounts.

If these situations occur, we have the right to substitute the funds held in the
subaccounts for other registered,  open-end management  investment  companies as
long as we believe it would be in the best  interest  of persons  having  voting
rights under the policies.

In the event of any such substitution or change,  American  Enterprise Life may,
without the consent or  approval of owners,  amend the policy and take  whatever
action is necessary and appropriate.  However, we will not make any substitution
or  change  without  any  necessary  approval  of  the  SEC or  state  insurance
departments. American Enterprise Life will notify owners within five days of any
substitution or change.

VOTING RIGHTS

As a policy owner with investments in any subaccount,  you may vote on important
fund matters. Each share of a fund has one vote.

American Enterprise Life is the owner of all fund shares and therefore holds all
voting rights.  However,  American  Enterprise Life will vote the shares of each
fund  according to  instructions  we receive  from owners.  If we do not receive
timely instructions from you, we will vote your shares in the same proportion as
the shares for which we do receive  instructions.  American Enterprise Life also
will vote fund shares that are not otherwise  attributable to owners in the same
proportion as those shares in that subaccount for which we receive instructions.

We determine the number of fund shares in each subaccount for which you may give
instructions by applying your percentage interest in the subaccount to the total
number of votes attributable to the subaccount. We will determine that number as
of a date we choose that is 60 days or less  before the meeting of the fund.  We
will  send you  notice  of each  shareholder  meeting,  together  with any proxy
solicitation  materials and a statement of the number of votes for which you are
entitled to give instructions.

Under  certain  conditions,   American  Enterprise  Life  may  disregard  voting
instructions  that  would  change the goals of one or more of the funds or would
result in  approval  or  disapproval  of an  investment  advisory  contract.  If
American Enterprise Life does disregard voting instructions,  we will advise you
of that action and the reasons for it in our next report to owners.

REPORTS

At least once a year  American  Enterprise  Life will mail to you,  at your last
known address of record, a report containing all information  required by law or
regulation, including a statement showing the current policy value.

<PAGE>

Policy Illustrations

The following  tables  illustrate how policy values,  cash surrender  values and
death benefits may change with the investment experience of the subaccount.  The
tables show how these amounts  might vary,  for a  35-year-old  male  nonsmoker,
under Death Benefit Option 1, if:

o  the annual rate of return of the fund is 0%, 6% or 12%.

o  the cost of insurance  rates and policy fees are current  rates or
   guaranteed rates and fees.

This type of illustration involves a number of detailed assumptions. (See chart,
"Understanding  the  illustrations.")  To the extent that your own circumstances
differ from those assumed in the illustrations, your expected results also would
differ.

Upon request,  we will furnish you with  comparable  tables  illustrating  death
benefits, policy values and cash surrender values based on the actual age of the
person you  propose to insure and on an  initial  specified  amount and  premium
payment  schedule.  In  addition,  after you have  purchased  a policy,  you may
request illustrations based on policy values at the time of request.

Understanding  the  illustrations:

Rates of return: assumes uniform,  gross,  after-tax,  annual rates of 0%, 6% or
12% for the fund.  Results  would  differ  depending  on  allocations  among the
subaccounts,  if  returns  averaged  0%,  6% and 12% for the fund as a whole but
differed across portfolios.

Insured:  assumes a male  insurance age 35, in a standard  risk  classification,
qualifying for the nonsmoker rate. Results would be lower if the insured were in
a substandard risk classification or did not qualify for the non-smoker rate.

Premiums: assumes a $900 premium is paid in full at the beginning of each policy
year. Results would differ if premiums were paid on a different schedule.

Policy loans and partial  withdrawals:  assumes that none have been made. (Since
we assume indebtedness is zero, the cash surrender value in all cases equals the
policy value minus the surrender charge.)

Effect of expenses, charges, and credits

The death benefit,  policy value and cash surrender  value reflect the following
charges:

o  Premium expense charge: 3% of each premium payment.

o  Cost of insurance charge for the sex, age and rate classification for the
   assumed insured.

o  Administrative charge: $7 per month

o  Policy value credit: 0.45% for years 11+ on the end of the year asset value.

o  The  expenses  paid by the fund and charges made  against the  subaccounts
   as described below:

<PAGE>

The net investment return of the subaccounts, shown in the tables, is lower than
the  gross,  after-tax  return  of the fund or trust  because  we  deducted  the
expenses  paid by the fund and  charges  made  against  the  subaccounts.  These
include:

          o    the daily investment  management fee paid by the fund, assumed to
               be  equivalent  to an annual rate of 0.73% of the fund's  average
               daily  net  assets;  the  assumed  investment  management  fee is
               approximately  equal  to  a  simple  average  of  the  investment
               management fees, based on assets of the subaccounts, of the funds
               available  under the  policy.  The actual  charges you incur will
               depend  on how you  choose to  allocate  policy  value.  See Fund
               expenses  in the  "Loads,  Fees  and  Charges"  section  of  this
               prospectus for additional information;

          o    the daily  mortality and expense risk charge,  equivalent to 0.9%
               of the daily net asset value of the subaccounts annually.

          o    the 12b-1 fee, assumed to be equivalent to an annual rate of 0.1%
               of the fund's average daily net assets.

          o    a  nonadvisory  expense  charge  (assumed to be  equivalent to an
               annual rate of 0.21% of each fund's  average daily net assets for
               direct  expenses  incurred  by the fund.  The actual  charges you
               incur will depend on how you choose to allocate policy value. See
               "Fund  Expenses" in the "Loads,  Fees,  and Charges,"  section of
               this prospectus for additional information.

After  deduction of the expenses and charges  described  above,  the illustrated
gross annual investment rates of return correspond to the following  approximate
net annual rates of return:

  Gross annual investment rate           Net annual rate of return for
        of  return                  Guaranteed and Current illustrations

             0%                                   -1.92%

             6                                     3.96%

            12                                     9.85%
<PAGE>

Taxes:  Results shown in the tables  reflect the fact that  American  Enterprise
Life does not currently  charge the  subaccounts  for federal  income tax. If we
take such a charge in the  future,  the  portfolios  will have to earn more than
they  do  now  in  order  to  produce  the  death  benefits  and  policy  values
illustrated.
<TABLE>
<CAPTION>

Illustration
- ---------------------------------------------------------------------------------------------------------------------------
Initial specified amount $100,000                             Male age 35                                 Current costs assumed
Death benefit Option 1                                         nonsmoker                                   Annual premium $900
- ---------------------------------------------------------------------------------------------------------------------------
              Premium               Death benefit (1)(2)             Policy value (1)(2)            Cash surrender value (1)(2)
             accumulated        assuming hypothetical gross       assuming hypothetical gross        assuming hypothetical gross
   End of    with annual        annual investment return of      annual investment return of        annual investment return of
   policy     interest
    year        at 5%              0%         6%         12%            0%        6%        12%           0%       6%       12%
- --------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                <C>          <C>        <C>        <C>        <C>       <C>          <C>       <C>      <C>
      1    $     945           $100,000    $100,000   $100,000    $    609 $      652 $      757    $   --   $     --    $  --
      2      $ 1,537           $100,000    $100,000   $100,000      $1,207   $  1,331 $    1,498    $    86  $    210 $     377
      3      $ 2,979           $100,000    $100,000   $100,000      $1,782   $  2,026 $    2,306    $   742  $    986 $   1,265
      4      $ 4,073           $100,000    $100,000   $100,000      $2,337   $  2,739 $    3,183     $1,376  $  1,778 $   2,222
      5      $ 5,222           $100,000    $100,000   $100,000      $2,876   $  3,475 $    4,139     $1,995  $  2,594 $   3,259

      6      $ 6,428           $100,000    $100,000   $100,000      $3,397     $4,232 $    5,184     $2,596  $  3,432 $   4,384
      7      $ 7,694           $100,000    $100,000   $100,000      $3,903     $5,016 $    6,328     $3,182  $  4,296 $   5,607
      8      $ 9,024           $100,000    $100,000   $100,000      $4,389     $5,821 $    7,577     $3,749  $  5,181 $   6,936
      9      $10,420           $100,000    $100,000   $100,000      $4,859     $6,651 $    8,942     $4,299  $  6,091 $   8,381
     10      $11,886           $100,000    $100,000   $100,000      $5,301     $7,497 $  10,429      $4,821  $  7,016 $   9,949

     11      $13,425           $100,000    $100,000   $100,000      $5,751     $8,404 $  12,053      $5,350  $  8,004 $  11,653
     12      $15,042           $100,000    $100,000   $100,000      $6,169     $9,330 $  13,880      $5,849  $  9,010 $  13,560
     13      $16,739           $100,000    $100,000   $100,000      $6,556    $10,271 $  15,877      $6,315   $10,031 $  15,637
     14      $18,521           $100,000    $100,000   $100,000      $6,924    $11,244 $  18,069      $6,763   $11,084 $  17,909
     15      $20,392           $100,000    $100,000   $100,000      $7,249    $12,226 $  20,469      $7,169   $12,146 $  20,389

     16      $22,356           $100,000    $100,000   $100,000      $7,540    $13,225 $  23,096      $7,540   $13,225 $  23,096
     17      $24,419           $100,000    $100,000   $100,000      $7,790    $14,237 $  25,977      $7,790   $14,237 $  25,977
     18      $26,585           $100,000    $100,000   $100,000      $7,996    $15,259 $  29,135      $7,996   $15,259 $  29,135
     19      $28,859           $100,000    $100,000   $100,000      $8,163    $16,295 $  32,607      $8,163   $16,295 $  32,607
     20      $31,247           $100,000    $100,000   $100,000      $8,276    $17,335 $  36,422      $8,276   $17,335 $  36,422

   Age 60                      $100,000    $100,000   $100,000      $7,953    $22,541 $  64,342      $7,953   $22,541 $  64,342
   Age 65                      $100,000    $100,000   $132,571      $5,521    $27,309  $108,664      $5,521   $27,309 $ 108,664
</TABLE>

(1) Assumes no policy loans or partial withdrawals have been made.
(2) Assumes a $900 premium is paid at the beginning of each policy year.  Values
    will be different if premiums are paid in different  amounts or with a
    different frequency.

The above  hypothetical  investment results are illustrative only and you should
not consider them to be a representation of past or future  investment  results.
Actual  investment  results  may be more or less  than  those  shown.  The death
benefit,  policy value and cash  surrender  value would be different  from those
shown if returns  averaged 0%, 6% and 12% over a period of years, but fluctuated
above and below those averages for individual  policy years. We cannot represent
that  these  hypothetical  rates of return can be  achieved  for any one year or
sustained over any period of time.

<PAGE>
<TABLE>
<CAPTION>

Illustration
- ---------------------------------------------------------------------------------------------------------------------------------
Initial specified amount $100,000                             Male age 35                               Guaranteed costs assumed
Death benefit Option 1                                         nonsmoker                                   Annual premium $900
- ---------------------------------------------------------------------------------------------------------------------------------

              Premium               Death benefit (1)(2)                Policy value (1)(2)            Cash surrender value (1)(2)
             accumulated        assuming hypothetical gross         assuming hypothetical gross        assuming hypothetical gross
   End of    with annual        annual investment return of         annual investment return of        annual investment return of
   policy     interest
    year        at 5%             0%          6%        12%            0%        6%        12%           0%        6%      12%
- ---------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                <C>         <C>        <C>          <C>       <C>          <C>        <C>       <C>        <C>
      1     $     945         $100,000    $100,000   $100,000      $   606  $     649$      693       $   --  $    --$        --
      2      $  1,937         $100,000    $100,000   $100,000       $1,192   $  1,316$    1,445      $     71 $     195  $     324
      3      $  2,979         $100,000    $100,000   $100,000       $1,756   $  1,999$    2,261       $   716 $     958  $   1,221
      4      $  4,073         $100,000    $100,000   $100,000       $2,297   $  2,695$    3,144        $1,336  $  1,734  $   2,184
      5      $  5,222         $100,000    $100,000   $100,000       $2,816   $  3,408$    4,104        $1,935  $  2,528  $   3,223

      6      $  6,428         $100,000    $100,000   $100,000       $3,310   $  4,134$    5,143        $2,509  $  3,333  $   4,342
      7      $  7,694         $100,000    $100,000   $100,000       $3,778   $  4,873$    6,269        $3,057  $  4,152  $   5,548
      8      $  9,024         $100,000    $100,000   $100,000       $4,221   $  5,626$    7,491        $3,580  $  4,985  $   6,851
      9       $10,420         $100,000    $100,000   $100,000       $4,637   $  6,391$    8,818        $4,077  $  5,830  $   8,257
     10       $11,886         $100,000    $100,000   $100,000       $5,024   $  7,166 $  10,256        $4,544  $  6,685  $   9,776

     11       $13,425         $100,000    $100,000   $100,000       $5,380   $  7,948 $  11,817        $4,979  $  7,548  $  11,416
     12       $15,042         $100,000    $100,000   $100,000       $5,705   $  8,740 $  13,512        $5,384  $  8,420  $  13,192
     13       $16,739         $100,000    $100,000   $100,000       $5,997   $  9,538 $  15,354        $5,756  $  9,298  $  15,114
     14       $18,521         $100,000    $100,000   $100,000       $6,254    $10,341 $  17,357        $6,094   $10,181  $  17,197
     15       $20,392         $100,000    $100,000   $100,000       $6,474    $11,147 $  19,536        $6,394   $11,067  $  19,456

     16       $22,356         $100,000    $100,000   $100,000       $6,652    $11,951 $  21,906        $6,652   $11,951  $  21,906
     17       $24,419         $100,000    $100,000   $100,000       $6,784    $12,749 $  24,484        $6,784   $12,749  $  24,484
     18       $26,585         $100,000    $100,000   $100,000       $6,865    $13,536 $  27,291        $6,865   $13,536  $  27,291
     19       $28,859         $100,000    $100,000   $100,000       $6,886    $14,303 $  30,346        $6,886   $14,303  $  30,346
     20       $31,247         $100,000    $100,000   $100,000       $6,845    $15,047 $  33,675        $6,845   $15,047  $  33,675

   Age 60                     $100,000    $100,000   $100,000       $5,455    $18,162 $  55,635        $5,455   $18,162$  55,635
   Age 65                     $100,000    $100,000   $111,378       $1,075    $19,208 $  91,293        $1,075   $19,208$  91,293

</TABLE>

(1) Assumes no policy loans or partial withdrawals have been made.
(2) Assumes a $900 premium is paid at the beginning of each policy year.  Values
    will be different if premiums are paid in different  amounts or with a
    different frequency.

The above  hypothetical  investment results are illustrative only and you should
not consider them to be a representation of past or future  investment  results.
Actual  investment  results  may be more or less  than  those  shown.  The death
benefit,  policy value and cash  surrender  value would be different  from those
shown if returns  averaged 0%, 6% and 12% over a period of years, but fluctuated
above and below those averages for individual  policy years. We cannot represent
that  these  hypothetical  rates of return can be  achieved  for any one year or
sustained over any period of time.

<PAGE>

Key Terms

These terms can help you understand details about your policy.

Accumulation  unit: An accounting unit used to calculate the policy value of the
subaccounts prior to the insured's death.

Attained  insurance  age: The insured's  insurance age plus the number of policy
anniversaries  since the policy date.  Attained  insurance age changes only on a
policy anniversary.

Cash surrender value:  Proceeds received if you surrender the policy in full, or
the amount  payable if the  insured's  death  occurs on or after the insured has
attained  insurance  age 100. The cash  surrender  value equals the policy value
minus indebtedness and any applicable surrender charges.

Close of business: Closing time of the New York Stock Exchange, normally 3 p.m.,
Central time.

Code: The Internal Revenue Code of 1986, as amended.

Fixed account:  The general investment account of American  Enterprise Life. The
fixed account is made up of all of American  Enterprise Life's assets other than
those held in any separate account.

Fixed  account  value:  The portion of the policy value that you allocate to the
fixed account, including indebtedness.

Funds: Mutual funds or portfolios,  each with a different investment  objective.
(See "The funds.") Each of the subaccounts of the variable  account invests in a
specific one of these funds.

American  Enterprise Life: In this  prospectus,  "we", "us", "our" and "American
Enterprise Life" refer to American Enterprise Life Insurance Company.

Indebtedness:  All existing  loans on the policy plus  interest  that has either
been accrued or added to the policy loan.

Insurance  age: The  insured's  age,  based upon his or her last birthday on the
policy date.

Insured: The person whose life is insured by the policy.

Minimum monthly premium: The premium required to keep the NLG in effect. We show
the minimum monthly premium in your policy.

Monthly date: The same day each month as the policy date. If there is no monthly
date in a calendar month, the monthly date is the first day of the next calendar
month.

Net amount at risk: A portion of the death  benefit,  equal to the total current
death benefit minus the policy value.  This is the amount to which we apply cost
of insurance rates in determining the monthly cost of insurance.

Net premium: The premium paid minus the premium expense charge.

No lapse guarantee (NLG): A feature of the policy  guaranteeing  that the policy
will not lapse before the five policy  years.  The guarantee is in effect if you
meet certain premium payment requirements.

Owner:  The entity(ies) to which, or  individual(s) to whom, we issue the policy
or to whom you  subsequently  transfer  ownership.  In the prospectus  "you" and
"your" refer to the owner.

Policy  anniversary:  The same day and  month as the  policy  date each year the
policy remains in force.

Policy  date:  The date we issue the policy and from which we  determine  policy
anniversaries, policy years and policy months.

<PAGE>

Policy  value:  The sum of the fixed  account  value plus the  variable  account
value.

Proceeds: The amount payable under the policy as follows:

          o    Upon  death of the  insured  prior to the  date the  insured  has
               attained insurance age 100, proceeds will be the death benefit in
               effect  as of the  date  of the  insured  has  death,  minus  any
               indebtedness.

          o    Upon  the  death  of the  insured  on or after  the  insured  has
               attained  insurance age 100,  proceeds will be the cash surrender
               value.

          o    On  surrender  of the  policy,  the  proceeds  will  be the  cash
               surrender value.

Pro rata basis: Allocation to the fixed account and each of the subaccounts.  It
is proportionate to the value (minus any indebtedness in the fixed account) that
each bears to the policy value, minus indebtedness.

Risk  classification:  A group of insureds that American Enterprise Life expects
will have similar mortality experience.

Scheduled premium:  A premium you select at the time of application,  of a level
amount, at a fixed interval of time.

Specified  amount:  An amount we use to  determine  the  death  benefit  and the
proceeds  payable  upon death of the  insured  prior to the  insured's  attained
insurance age 100. We show the initial specified amount in your policy.

Subaccount(s):  One or more of the investment divisions of the variable account,
each of which invests in a particular fund.

Surrender  charge:  A charge we assess  against the policy  value at the time of
surrender,  or if the policy lapses, during the first 15 years of the policy and
for 15 years after an increase in coverage.

Valuation date: A normal  business day, Monday through Friday,  on which the New
York Stock Exchange is open. We set the value of each subaccount at the close of
business on each valuation date.

Valuation  period:  The  interval  commencing  at the close of  business on each
valuation date and ending at the close of business on the next valuation date.

Variable  account:  American  Enterprise  Variable  Life Account  consisting  of
subaccounts,  each of which  invests in a particular  fund.  The policy value in
each subaccount depends on the performance of the particular fund.

Variable  account  value:  The  sum of  the  values  that  you  allocate  to the
subaccounts of the variable account.

<PAGE>

<TABLE>
<CAPTION>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                  BALANCE SHEET
                               September 30, 1999
                                   (unaudited)
                       ($ thousands, except share amounts)
ASSETS
<S>                                                                                   <C>

Investments:
  Fixed maturities:
        Held to maturity, at amortized cost (fair value:
           1999, $1,023,281)                                                            $1,027,976
        Available for sale, at fair value (amortized cost:
           1999, $2,549,548)                                                             2,480,649
                                                                                       -----------
                                                                                         3,508,625

  Mortgage loans on real estate                                                            794,117
  Other investments                                                                          9,148
          Total investments                                                              4,311,890

Accounts receivable                                                                            914
Accrued investment income                                                                   57,967
Deferred policy acquisition costs                                                          186,723
Deferred income taxes                                                                       25,420
Other assets                                                                                    32
Separate account assets                                                                    174,567
                                                                                      ------------

          Total assets                                                                  $4,757,513

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Future policy benefits for fixed annuities                                            $4,049,397
  Policy claims and other policyholders' funds                                               8,304
  Amounts due to brokers                                                                    76,928
  Other liabilities                                                                         22,069
  Separate account liabilities                                                             174,567
                                                                                       -----------
          Total liabilities                                                              4,331,265

Stockholder's equity:
  Capital stock, $100 par value per share;
    100,000 shares authorized,
    20,000 shares issued and outstanding                                                     2,000
  Additional paid-in capital                                                               282,872
  Accumulated other comprehensive income:
     Net unrealized securities (losses) gains                                              (44,784)
  Retained earnings                                                                        186,160
          Total stockholder's equity                                                       426,248

Total liabilities and stockholder's equity                                              $4,757,513

                             See accompanying notes.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME
                         Nine months ended September 30,
                                   (unaudited)
                                  ($ thousands)

                                                                    1999           1998
                                                                 ---------      -------
<S>                                                                  <C>                <C>

Revenues:
  Net investment income                                               $243,525          $258,163
  Contractholder charges                                                 4,317             5,018
  Mortality and expense risk fees                                        1,581               872
  Net realized gain (loss) on investments                                4,897            (1,526)
                                                                    ----------        ----------

          Total revenues                                               254,320           262,527
                                                                     ---------          --------

Benefits and expenses:
  Interest credited on investment contracts                            157,155           173,709
  Amortization of deferred policy acquisition costs                     30,637            43,051
  Other operating expenses                                              23,299            16,902
                                                                    ----------       -----------

          Total benefits and expenses                                  211,091           233,662
                                                                     ---------          --------

Income before income taxes                                              43,229            28,865

Income taxes                                                            14,051            10,390
                                                                    ----------      ------------

Net income                                                           $  29,178          $ 18,475
                                                                     =========         =========
















                             See accompanying notes.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
                         Nine months ended September 30,
                                   (unaudited)
                                  ($ thousands)
                                                                                 1999               1998
                                                                               --------           -------
<S>                                                                          <C>                  <C>

Cash flows from operating activities:
  Net income                                                                 $   29,178           $18,475
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Change in accrued investment income                                         3,773            (1,802)
      Change in accounts receivable                                                 (82)               44
      Change in deferred policy acquisition costs, net                            9,756            23,054
      Change in other assets                                                         10                84
      Change in policy claims and other policyholders' funds                        915            (3,220)
      Deferred income tax benefit                                                  (448)          (10,539)
      Change in other liabilities                                                (2,430)            8,960
      Amortization of premium                                                     1,394               158
      Net realized gain on investments                                           (4,897)            1,526
      Other, net                                                                  (1,772)            (302)
                                                                          ---------------       ----------

         Net cash provided by operating activities                               35,397            36,438

Cash flows from investing activities: Fixed maturities held to maturity:
        Maturities                                                               47,277            61,786
        Sales                                                                     5,681            30,468
    Fixed maturities available for sale:
        Purchases                                                              (589,946)         (298,885)
        Maturities                                                              216,467           239,612
        Sales                                                                   359,677            43,579
    Other investments:
        Purchases                                                               (20,766)         (145,374)
        Sales                                                                    41,705            53,043
    Change in amounts due from brokers                                             (619)               --
    Change in amounts due to brokers                                             22,581            94,129
                                                                             ----------          --------

          Net cash provided by investing activities                              82,057            78,358

Cash flows from financing activities: Activity related to investment contracts:
    Considerations received                                                     244,670           237,037
    Surrenders and other benefits                                              (519,255)         (525,542)
    Interest credited to account balances                                       157,131           173,709
                                                                             ----------        ----------

          Net cash used in financing activities                                (117,454)         (114,796)
                                                                            ------------      ------------

Net increase (decrease) in cash and cash equivalents                                 --                --

Cash and cash equivalents at beginning of period                                      --                --
                                                                          --------------    --------------

Cash and cash equivalents at end of year                                   $          --     $          --
                                                                          ==============    ==============

                             See accompanying notes.
</TABLE>


<PAGE>

                  AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)

1.       General

In the opinion of the management of American Enterprise Life Insurance Company
(the Company), the accompanying unaudited financial statements contain all
adjustments (consisting of normal recurring adjustments) necessary to present
fairly its balance sheet as of September 30, 1999 and the related statements of
income and cash flows for the nine month periods ended September 30, 1999 and
1998.

2.       New Accounting Pronouncement

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133 (FAS 133), Accounting for Derivative
Instruments and Hedging Activities. In July 1999, The FASB issued FAS 137, which
defers the effective date for implementation of FAS 133 by one year, making FAS
133 effective no later than January 1, 2001 for the Company's financial
statements. FAS 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets of liabilities in the balance sheet
and measure those instruments at fair value. The accounting for changes in the
fair value of a derivative depends on the intended use of the derivative and the
resulting designation. Earlier application of all of the provisions of FAS 133
is encouraged, but is permitted only as of the beginning of any fiscal quarter
that begins after issuance of FAS 133. This Statement cannot be applied
retroactively. The Company has not yet determined when it will implement FAS
133. The ultimate financial impact of the new rule will be measured based on the
derivatives in place at adoption and cannot be estimated at this time.

3.        Comprehensive Loss

For the nine months ending September 30, 1999 comprehensive loss is as follows:

     Net income                               $29,178
     Net unrealized loss on investments       (89,079)
     Comprehensive loss                      $(59,901)

<PAGE>

Report of Independent Auditors

The Board of Directors
American Enterprise Life Insurance Company


We have audited the accompanying balance sheets of American Enterprise Life
Insurance Company (a wholly owned subsidiary of IDS Life Insurance Company) as
of December 31, 1998 and 1997, and the related statements of income,
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements 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 are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. 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, the financial statements referred to above present fairly, in
all material respects, the financial position of American Enterprise Life
Insurance Company at December 31, 1998 and 1997, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.




/s/  Ernst & Young LLP
     Ernst & Young LLP
     February 4, 1999
     Minneapolis, Minnesota



<PAGE>




                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                 BALANCE SHEETS

                                  December 31,
                       ($ thousands, except share amounts)

<TABLE>
<CAPTION>

ASSETS                                                                                  1998              1997
<S>                                                                                     <C>              <C>

Investments:
  Fixed maturities:

        Held to maturity, at amortized cost (fair value:
           1998, $1,126,732 ; 1997, $1,223,108)                                         $1,081,193       $1,186,682
        Available for sale, at fair value (amortized cost:

           1998, $2,526,712; 1997, $2,609,621)                                           2,594,858        2,685,799
                                                                                       -----------      -----------
                                                                                         3,676,051        3,872,481


  Mortgage loans on real estate                                                            815,806          738,052
  Other investments                                                                         12,103           16,024
                                                                                        ----------       ----------
          Total investments                                                              4,503,960        4,626,557


Accounts receivable                                                                            214              563
Accrued investment income                                                                   61,740           59,588
Deferred policy acquisition costs                                                          196,479          224,501
Other assets                                                                                    43              117
Separate account assets                                                                    123,185           62,087
                                                                                      ------------    -------------


          Total assets                                                                  $4,885,621       $4,973,413
                                                                                        ==========       ==========


LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Future policy benefits for fixed annuities                                            $4,166,852       $4,343,213
  Policy claims and other policyholders' funds                                               7,389           11,328
  Deferred income taxes                                                                     23,199           35,601
  Amounts due to brokers                                                                    54,347           34,935
  Other liabilities                                                                         24,500           16,905
  Separate account liabilities                                                             123,185           62,087
                                                                                       -----------     ------------
          Total liabilities                                                              4,399,472        4,504,069

Stockholder's equity:
  Capital stock, $100 par value per share;
    100,000 shares authorized,
    20,000 shares issued and outstanding                                                     2,000            2,000
  Additional paid-in capital                                                               282,872          282,872
  Accumulated other comprehensive income:

     Net unrealized securities gains                                                        44,295           49,516
  Retained earnings                                                                        156,982          134,956
                                                                                      ------------     ------------
          Total stockholder's equity                                                       486,149          469,344
                                                                                      ------------     ------------

Total liabilities and stockholder's equity                                              $4,885,621       $4,973,413
                                                                                        ==========       ==========



</TABLE>

                             See accompanying notes.



<PAGE>


                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME

                            Years ended December 31,
                                  ($ thousands)

<TABLE>
<CAPTION>

                                                                        1998              1997             1996
                                                                     ---------         ---------        -------
<S>                                                                   <C>              <C>               <C>

Revenues:

  Net investment income                                               $340,219          $332,268         $271,719
  Contractholder charges                                                 6,387             5,688            5,450
  Mortality and expense risk fees                                        1,275               641              303
  Net realized loss on investments                                      (4,788)             (509)          (5,258)
                                                                    ----------        ----------      -----------

          Total revenues                                               343,093           338,088          272,214
                                                                     ---------         ---------       ----------


Benefits and expenses:
  Interest credited on investment contracts                            228,533           231,437          191,672
  Amortization of deferred policy acquisition costs                     53,663            36,803           30,674
  Other operating expenses                                              24,476            24,890           14,133
                                                                    ----------        ----------         --------

          Total benefits and expenses                                  306,672           293,130          236,479
                                                                     ---------         ---------          -------


Income before income taxes                                              36,421            44,958           35,735


Income taxes                                                            14,395            16,645           12,912
                                                                    ----------        ----------        ---------


Net income                                                           $  22,026         $  28,313         $ 22,823
                                                                     =========         =========         ========




</TABLE>


                             See accompanying notes.


<PAGE>


                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY
                       Three years ended December 31, 1998
                                 ($ thousands)
<TABLE>
<CAPTION>                                                                                      Accumulated Other
                                                                                                 Comprehensive
                                                         Total                    Additional
                                                     Stockholder's    Capital      Paid-In          Income,         Retained

                                                         Equity        Stock       Capital        Net of Tax        Earnings

<S>                                                      <C>            <C>          <C>             <C>              <C>

Balance, December 31, 1995                               $296,816       $2,000       $177,872        $ 33,124         $83,820
Comprehensive income:
     Net income                                            22,823           --             --              --          22,823
      Unrealized holding losses arising

           during the year, net of  taxes of
        $12,282                                           (22,810)          --             --         (22,810)             --
      Reclassification adjustment for losses

           included in net income, net of tax
           of $(1,093)                                      2,029           --             --           2,029              --
                                                                                               -------------------
                                                    -----------------

     Other comprehensive loss                             (20,781)          --             --         (20,781)             --

                                                    -----------------
     Comprehensive income                                   2,042

Capital contribution from parent                           65,000           --         65,000              --              --

                                                    ---------------------------------------------------------------------------
Balance, December 31, 1996                                363,858        2,000        242,872          12,343         106,643
Comprehensive income:

     Net income                                            28,313           --             --              --          28,313
     Unrealized holding gains arising
          during the year, net of taxes of

       $(19,891)                                           36,940           --             --          36,940              --
       Reclassification adjustment for losses
           included in net income, net of tax
           of $(126)                                          233           --             --             233              --
                                                                                               -------------------
                                                    -----------------
     Other comprehensive income                            37,173           --             --          37,173              --
                                                    -----------------
     Comprehensive income                                  65,486
Capital contribution from parent                           40,000                      40,000
                                                    ---------------------------------------------------------------------------
Balance, December 31, 1997                                469,344        2,000        282,872          49,516         134,956
Comprehensive income:

     Net income                                            22,026           --             --              --          22,026
     Unrealized holding losses arising
         during the year, net of taxes of $3,400           (6,314)          --             --          (6,314)             --
     Reclassification adjustment for losses

          included in net income, net of tax                1,093
          of $(588)                                                         --             --           1,093              --
                                                    -----------------                          -------------------
                                                                                               -------------------

     Other comprehensive loss                              (5,221)          --             --          (5,221)             --

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

     Comprehensive income                                  16,805

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


Balance, December 31, 1998                               $486,149       $2,000       $282,872         $44,295        $156,982

                                                    ===========================================================================
</TABLE>

                            See accompanying notes.


<PAGE>
                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
                            Years ended December 31,

                                  ($ thousands)

<TABLE>
<CAPTION>
                                                                                1998              1997             1996__
                                                                              --------          --------         --------
<S>                                                                          <C>               <C>               <C>

Cash flows from operating activities:

  Net income                                                                 $   22,026        $   28,313        $   22,823
  Adjustments to reconcile net income to net cash

    provided by (used in) operating activities:

      Change in accrued investment income                                        (2,152)           (8,017)           (9,692)
      Change in accounts receivable                                                 349             9,304                --
      Change in deferred policy acquisition costs, net                           28,022           (21,276)          (32,651)
      Change in other assets                                                         74             4,840           (10,007)
      Change in policy claims and other policyholders' funds                     (3,939)          (16,099)           15,786
      Deferred income tax (benefit) provision                                    (9,591)           (2,485)            5,084
      Change in other liabilities                                                 7,595             1,255             8,621
      Amortization of premium (accretion of discount), net                          122            (2,316)           (2,091)
      Net realized loss on investments                                            4,788               509             5,258
      Other, net                                                                  2,544               959              (129)
                                                                          -------------         ---------         ----------

         Net cash provided by (used in) operating activities                     49,838            (5,013)            3,002


Cash flows from investing activities: Fixed maturities held to maturity:
        Purchases                                                                    --            (1,996)          (16,967)
        Maturities                                                               73,601            41,221            26,190
        Sales                                                                    31,117            30,601            27,944
    Fixed maturities available for sale:

        Purchases                                                              (298,885)         (688,050)         (921,914)
        Maturities                                                              335,357           231,419           212,212
        Sales                                                                    48,492            73,366            47,542

    Other investments:
        Purchases                                                              (161,252)         (199,593)         (212,182)
        Sales                                                                    78,681            29,139            19,850
    Change in amounts due to brokers                                             19,412           (53,796)           88,568
                                                                             ----------        -----------       ----------


          Net cash provided by (used in) investing activities                   126,523          (537,689)         (728,757)


Cash flows from financing activities: Activity related to investment contracts:
    Considerations received                                                     302,158           783,339           846,378
    Surrenders and other benefits                                              (707,052)         (552,903)         (312,362)
    Interest credited to account balances                                       228,533           231,437           191,672
  Change in securities sold under repurchase agreements                              --                --           (67,000)
  Capital contribution from parent                                                   --            40,000            65,000
                                                                          ---------------      ----------         ---------

          Net cash (used in) provided by financing activities                  (176,361)          501,873           723,688
                                                                             -----------        ---------          --------

Net decrease in cash and cash equivalents                                            --           (40,829)           (2,067)

Cash and cash equivalents at beginning of year                                       --            40,829            42,896
                                                                          ---------------      ----------         ---------

Cash and cash equivalents at end of year                                  $          --     $          --        $   40,829
                                                                          ==============    ==============       ==========
</TABLE>

                             See accompanying notes.

<PAGE>


                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                  ($ thousands)



1.   Summary of significant accounting policies

     Nature of business

     American Enterprise Life Insurance Company (the Company) is a stock life
     insurance company that is domiciled in Indiana and is licensed to transact
     insurance business in 48 states. The Company's principal product is
     deferred annuities, which are issued primarily to individuals. It offers
     single premium and annual premium deferred annuities on both a fixed and
     variable dollar basis. Immediate annuities are offered as well.

     Basis of presentation

     The Company is a wholly owned subsidiary of IDS Life Insurance Company (IDS
     Life), which is a wholly owned subsidiary of American Express Financial
     Corporation (AEFC). AEFC is a wholly owned subsidiary of American Express
     Company. The accompanying financial statements have been prepared in
     conformity with generally accepted accounting principles which vary in
     certain respects from reporting practices prescribed or permitted by the
     Indiana Department of Insurance (see Note 4).

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period. Actual results could differ from those
     estimates.

     Investments

     Fixed maturities that the Company has both the positive intent and the
     ability to hold to maturity are classified as held to maturity and carried
     at amortized cost. All other fixed maturities are classified as available
     for sale and carried at fair value. Unrealized gains and losses on
     securities classified as available for sale are reported as a separate
     component of accumulated other comprehensive income, net of deferred income
     taxes.

     Realized investment gain or loss is determined on an identified cost basis.

     Prepayments are anticipated on certain investments in mortgage-backed
     securities in determining the constant effective yield used to recognize
     interest income. Prepayment estimates are based on information received
     from brokers who deal in mortgage-backed securities.

     Mortgage loans on real estate are carried at amortized cost less an
     allowance for mortgage loan losses. The estimated fair value of the
     mortgage loans is determined by a discounted cash flow analysis using
     mortgage interest rates currently offered for mortgages of similar
     maturities.



<PAGE>

1.   Summary of significant accounting policies (continued)

     Impairment of mortgage loans is measured as the excess of the loan's
     recorded investment over its present value of expected principal and
     interest payments discounted at the loan's effective interest rate, or the
     fair value of collateral. The amount of the impairment is recorded in an
     allowance for mortgage loan losses. The allowance for mortgage loan losses
     is maintained at a level that management believes is adequate to absorb
     estimated losses in the portfolio. The level of the allowance account is
     determined based on several factors, including historical experience,
     expected future principal and interest payments, estimated collateral
     values, and current and anticipated economic and political conditions.
     Management regularly evaluates the adequacy of the allowance for mortgage
     loan losses.

     The Company generally stops accruing interest on mortgage loans for which
     interest payments are delinquent more than three months. Based on
     management's judgment as to the ultimate collectibility of principal,
     interest payments received are either recognized as income or applied to
     the recorded investment in the loan.

     The cost of interest rate caps and floors is amortized to investment income
     over the life of the contracts and payments received as a result of these
     agreements are recorded as investment income when realized. The amortized
     cost of interest rate caps and floors is included in other investments.

     When evidence indicates a decline, which is other than temporary, in the
     underlying value or earning power of individual investments, such
     investments are written down to the fair value by a charge to income.

     Statements of cash flows

     The Company considers investments with a maturity at the date of their
     acquisition of three months or less to be cash equivalents. These
     securities are carried principally at amortized cost which approximates
     fair value.

     Supplementary information to the statements of cash flows for the years
     ended December 31, is summarized as follows:
<TABLE>
<CAPTION>


                                                                     1998              1997             1996
                                                                     ----              -----            ----

    <S>                                                              <C>             <C>                <C>

    Cash paid during the year for:

      Income taxes                                                   $19,035          $19,456           $10,317
      Interest on borrowings                                           5,437            1,832               998

</TABLE>

     Contractholder charges

     Contractholder charges include surrender charges and fees collected
     regarding the issue and administration of annuity contracts.


<PAGE>
1.   Summary of significant accounting policies (continued)

     Deferred policy acquisition costs

     The costs of acquiring new business, principally sales compensation, policy
     issue costs, and certain sales expenses, have been deferred on annuity
     contracts. These costs are amortized using primarily the interest method.

     Liabilities for future policy benefits

     Liabilities for deferred annuities are accumulation values. Liabilities for
     fixed annuities in a benefit status are based on the established industry
     mortality tables with various interest rates ranging from 5.5 percent to
     8.75 percent, depending on year of issue.

     Federal income taxes

     The Company's taxable income is included in the consolidated federal income
     tax return of American Express Company. The Company provides for income
     taxes on a separate return basis, except that, under an agreement between
     AEFC and American Express Company, tax benefit is recognized for losses to
     the extent they can be used on the consolidated tax return. It is the
     policy of AEFC and its subsidiaries that AEFC will reimburse subsidiaries
     for all tax benefits.


     Included in other liabilities at December 31, 1998 and 1997 are $3,504
     payable to and $1,289, receivable from, respectively, IDS Life for federal
     income taxes.


     Separate account business

     The separate account assets and liabilities represent funds held for the
     exclusive benefit of the variable annuity contract owners. The Company
     receives mortality and expense risk fees from the variable annuity separate
     accounts.


     The Company makes contractual mortality assurances to the variable annuity
     contract owners that the net assets of the separate accounts will not be
     affected by future variations in the actual life expectancy experience of
     the annuitants and beneficiaries from the mortality assumptions implicit in
     the annuity contracts. The Company makes periodic fund transfers to, or
     withdrawals from, the separate account assets for such actuarial
     adjustments for variable annuities that are in the benefit payment period.
     The Company also guarantees that the rates at which administrative fees are
     deducted from contract funds will not exceed contractual maximums.


     Accounting Changes


     Effective January 1, 1998, the Company adopted Statement of Financial
     Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income." SFAS
     No. 130 requires the reporting and display of comprehensive income and its
     components. Comprehensive income is defined as the aggregate change in
     stockholder's equity excluding changes in ownership interests. For the
     Company, it is net income and the unrealized gains or losses on
     available-for-sale securities net of taxes and reclassification adjustment.


<PAGE>
1.   Summary of significant accounting policies (continued)


     In March 1998, the American Institute of Certified Public Accountants
     (AICPA) issued Statement of Position (SOP) 98-1, "Accounting for Costs of
     Computer Software Developed or obtained for Internal Use." The SOP, which
     is effective January 1, 1999, requires the capitalization of certain costs
     incurred after the date of adoption to develop or obtain software for
     internal use. Software utilized by the Company is owned by AEFC and will be
     capitalized on AEFC's financial statements. As a result, the new rule will
     not have a material impact on the Company's results of operations or
     financial condition.

     In December 1997, the AICPA issued SOP 97-3, "Accounting by Insurance and
     Other Enterprises for Insurance-Related Assessments", providing guidance
     for the timing of recognition of liabilities related to guaranty fund
     assessments. The Company will adopt the SOP on January 1, 1999. The Company
     has historically carried a balance in other liabilities on the balance
     sheet for potential guaranty fund assessment exposure. Adoption of the SOP
     will not have a material impact on the Company's results of operations or
     financial condition

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     "Accounting for Derivative Instruments and Hedging Activities," which is
     effective January 1, 2000. This Statement establishes accounting and
     reporting standards for derivative instruments, including certain
     derivative instruments embedded in other contracts, and for hedging
     activities. It requires that an entity recognize all derivatives as either
     assets or liabilities in the balance sheet and measure those instruments at
     fair value. The accounting for changes in the fair value of a derivative
     depends on the intended use of the derivative and the resulting
     designation. Earlier application of all of the provisions of this Statement
     is encouraged, but it is permitted only as of the beginning of any fiscal
     quarter that begins after issuance of the Statement. This Statement cannot
     be applied retroactively. The ultimate financial impact of the new rule
     will be measured based on the derivatives in place at adoption and cannot
     be estimated at this time.


     Reclassification

     Certain 1997 and 1996 amounts have been reclassified to conform to the 1998
     presentation.


<PAGE>
2.   Investments

     Fair values of investments in fixed maturities represent quoted market
     prices and estimated values when quoted prices are not available. Estimated
     values are determined by established procedures involving, among other
     things, review of market indices, price levels of current offerings of
     comparable issues, price estimates and market data from independent brokers
     and financial files.

     The amortized cost, gross unrealized gains and losses and fair value of
     investments in fixed maturities at December 31, 1998 are as follows:
<TABLE>
<CAPTION>

                                                                       Gross            Gross
                                                    Amortized       Unrealized       Unrealized          Fair
    Held to maturity                                  Cost              Gains          Losses            Value
    ----------------                             --------------        -------         ------            -----
    <S>                                           <C>               <C>             <C>              <C>

    U.S. Government agency obligations            $       8,652     $      423      $        --      $      9,075
    State and municipal obligations                       3,003            149               --             3,152
    Corporate bonds and obligations                     877,140         48,822            6,670           919,292
    Mortgage-backed securities                          192,398          2,844               29           195,213
                                                   ------------     ----------       ----------       -----------
                                                     $1,081,193       $ 52,238          $ 6,699        $1,126,732
                                                     ==========       ========          =======        ==========

    Available for sale
    U.S. Government agency obligations            $       2,062    $       116      $        --      $      2,178
    Corporate bonds and obligations                   1,472,814         69,990           34,103         1,508,701
    Mortgage-backed securities                        1,051,836         32,232               89         1,083,979
                                                    -----------     ----------      -----------         ---------
                                                     $2,526,712       $102,338          $34,192        $2,594,858
                                                     ==========       ========          =======        ==========
</TABLE>


     The amortized cost, gross unrealized gains and losses and fair value of
     investments in fixed maturities at December 31, 1997 are as follows:

<TABLE>
<CAPTION>

                                                                       Gross            Gross
                                                    Amortized       Unrealized       Unrealized          Fair
    Held to maturity                                  Cost              Gains           Losses           Value
    ----------------                             --------------   ----  -------    --   ------      ---- -----
    <S>                                           <C>               <C>             <C>             <C>


    U.S. Government agency obligations            $      11,120     $      710      $        --     $      11,830
    State and municipal obligations                       3,003            173               --             3,176
    Corporate bonds and obligations                     970,498         38,176            2,763          1005,911
    Mortgage-backed securities                          202,061          1,497            1,367           202,191
                                                   --------------   ----------         --------      ------------
                                                     $1,186,682       $ 40,556          $ 4,130        $1,223,108
                                                     ==========       ========          =======        ==========


    Available for sale

    U.S. Government agency obligations            $       2,077     $       13       $       --      $      2,090
    Corporate bonds and obligations                   1,273,217         52,207            8,020         1,317,404
    Mortgage-backed securities                        1,334,327         33,017            1,039         1,366,305
                                                    -----------       --------          -------         ---------
                                                     $2,609,621        $85,237           $9,059        $2,685,799
                                                     ==========        =======           ======        ==========

</TABLE>




<PAGE>
2.   Investments (continued)

     The amortized cost and fair value of investments in fixed maturities at
     December 31, 1998 by contractual maturity are shown below. Expected
     maturities will differ from contractual maturities because borrowers may
     have the right to call or prepay obligations with or without call or
     prepayment penalties.

<TABLE>
<CAPTION>

                                                                                    Amortized            Fair
    Held to maturity                                                                   Cost             Value
    <S>                                                                            <C>               <C>

    Due in one year or less                                                        $     33,208      $     33,499
    Due from one to five years                                                          215,010           227,139
    Due from five to ten years                                                          539,917           562,708
    Due in more than ten years                                                          100,660           108,173
    Mortgage-backed securities                                                          192,398           195,213
                                                                                   ------------      ------------
                                                                                     $1,081,193        $1,126,732

                                                                                    Amortized            Fair
    Available for sale                                                                 Cost             Value

    Due in one year or less                                                      $          350    $          358
    Due from one to five years                                                           96,412           101,441
    Due from five to ten years                                                          981,556         1,021,961
    Due in more than ten years                                                          396,558           387,119
    Mortgage-backed securities                                                        1,051,836         1,083,979
                                                                                      ---------         ---------
                                                                                     $2,526,712        $2,594,858
</TABLE>


     During the years ended December 31, 1998, 1997 and 1996, fixed maturities
     classified as held to maturity were sold with amortized cost of $31,117,
     $29,561 and $27,969, respectively. Net gains and losses on these sales were
     not significant. The sales of these fixed maturities were due to
     significant deterioration in the issuers' creditworthiness.

     In addition, fixed maturities available for sale were sold during 1998 with
     proceeds of $48,492 and gross realized gains and losses of $2,835 and
     $4,516, respectively. Fixed maturities available for sale were sold during
     1997 with proceeds of $73,366 and gross realized gains and losses of $1,081
     and $1,440, respectively. Fixed maturities available for sale were sold
     during 1996 with proceeds of $47,542 and gross realized gains and losses of
     $17 and $3,139, respectively.

     At December 31, 1998, bonds carried at $3,292 were on deposit with various
     states as required by law.

<PAGE>

2.   Investments (continued)

     At December 31, 1998, investments in fixed maturities comprised 82 percent
     of the Company's total invested assets. These securities are rated by
     Moody's and Standard & Poor's (S&P), except for securities carried at
     approximately $480 million which are rated by AEFC internal analysts using
     criteria similar to Moody's and S&P. A summary of investments in fixed
     maturities, at amortized cost, by rating on December 31 is as follows:

<TABLE>
<CAPTION>


           Rating                                                                       1998             1997
    <S>                                                                              <C>              <C>

    Aaa/AAA                                                                          $1,242,301        $1,531,588
    Aa/AA                                                                                45,526            34,167
    Aa/A                                                                                 60,019            69,775
    A/A                                                                                 422,725           421,733
    A/BBB                                                                               228,656           222,022
    Baa/BBB                                                                           1,030,874           954,962
    Baa/BB                                                                               79,687            84,053
    Below investment grade                                                              498,117           478,003
                                                                                   ------------      ------------
                                                                                     $3,607,905        $3,796,303

</TABLE>

     At December 31, 1998, approximately 94 percent of the securities rated
     Aaa/AAA are GNMA, FNMA and FHLMC mortgage-backed securities. No holdings of
     any other issuer are greater than one percent of the Company's total
     investments in fixed maturities.

     At December 31, 1998, approximately 18 percent of the Company's invested
     assets were mortgage loans on real estate. Summaries of mortgage loans by
     region of the United States and by type of real estate are as follows:

<TABLE>
<CAPTION>


                                               December 31, 1998                        December 31, 1997
                                            -----------------------                  ---------------------

                                          On Balance         Commitments         On Balance         Commitments
    Region                                   Sheet           to Purchase           Sheet            to Purchase
    ----------------------------------
    ----------------------------------
    <S>                                     <C>                 <C>              <C>                  <C>


    South Atlantic                          $198,552            $    651          $186,714            $   9,199
    Middle Atlantic                          129,284                 520           128,239               10,167
    East North Central                       134,165               2,211           125,018                6,294
    Mountain                                 113,581                  --            94,061               11,620
    West North Central                       119,380               9,626            96,701               11,135
    New England                               46,103                  --            50,932                   --
    Pacific                                   43,706                  --            33,052                   --
    West South Central                        32,086                  --            19,573                   --
    East South Central                         7,449                  --             7,480                   --
                                           ---------        ------------         ---------         ------------
                                             824,306              13,008           741,770               48,415
    Less allowance for losses                  8,500                  --             3,718                   --
                                          ----------        ------------        ----------         ------------
                                            $815,806             $13,008          $738,052              $48,415
                                            ========             =======          ========              =======

</TABLE>




<PAGE>
2.   Investments (continued)
<TABLE>
<CAPTION>

                                               December 31, 1998                       December 31, 1997
                                              -------------------                     -------------------

                                          On Balance         Commitments         On Balance         Commitments
              Property type                  Sheet            to Purchase          Sheet            to Purchase
    ----------------------------------
    ----------------------------------
    <S>                                     <C>               <C>                 <C>               <C>


    Department/retail stores                $253,380          $     781           $242,307          $    9,683
    Apartments                               186,030              2,211            189,752              10,167
    Office buildings                         206,285              9,496            169,177               7,262
    Industrial buildings                      82,857                520             60,195              17,430
    Hotels/Motels                             45,552                 --             33,508                  --
    Medical buildings                         33,103                 --             30,103               3,873
    Nursing/retirement homes                   6,731                 --              9,552                  --
    Mixed Use                                 10,368                 --              7,176                  --
                                          ----------       ------------          ---------        ------------
                                             824,306             13,008            741,770              48,415
    Less allowance for losses                  8,500                 --              3,718                  --
                                         -----------        -----------         ----------         -----------
                                            $815,806            $13,008           $738,052             $48,415
                                            ========            =======           ========             =======

</TABLE>

     Mortgage loan fundings are restricted by state insurance regulatory
     authorities to 80 percent or less of the market value of the real estate at
     the time of origination of the loan. The Company holds the mortgage
     document, which gives it the right to take possession of the property if
     the borrower fails to perform according to the terms of the agreement.
     Commitments to purchase mortgages are made in the ordinary course of
     business. The fair value of the mortgage commitments is $nil.


     At December 31, 1998, the Company's recorded investment in impaired loans
     was $1,932 with an allowance of $500. At December 31, 1997, the Company's
     recorded investment in impaired loans was $4,443 with an allowance of $718.
     During 1998 and 1997, the average recorded investment in impaired loans was
     $2,736 and $6,473, respectively.

     The Company recognized $251, $nil and $nil of interest income related to
     impaired loans for the years ended December 31, 1998, 1997 and 1996,
     respectively.


     The following table presents changes in the allowance for investment losses
     related to all loans:
<TABLE>
<CAPTION>


                                                                      1998             1997              1996
                                                                      ----             ----              ----

    <S>                                                               <C>              <C>            <C>


    Balance, January 1                                                $3,718           $2,370         $      --
    Provision for investment losses                                    4,782            1,805             2,370
    Loan payoffs                                                          --             (457)               --
                                                                  ----------          -------         ---------
    Balance, December 31                                              $8,500           $3,718            $2,370
                                                                      ======           ======            ======

</TABLE>

     Net investment income for the years ended December 31 is summarized as
     Follows:
<TABLE>
<CAPTION>


                                                                     1998              1997             1996
                                                                     -----             -----            ----

    <S>                                                              <C>              <C>               <C>


    Interest on fixed maturities                                     $285,260         $278,736          $230,559
    Interest on mortgage loans                                         65,351           55,085            41,010
    Interest on cash equivalents                                          137              704             1,402
    Other                                                              (2,493)           1,544             1,194
                                                                   -----------   -------------       -----------

                                                                      348,255          336,069           274,165
    Less investment expenses                                            8,036            3,801             2,446
                                                                  -----------      -----------       -----------
                                                                     $340,219         $332,268          $271,719
                                                                     ========         ========          ========
</TABLE>





<PAGE>
2.   Investments (continued)

     Net realized gain (loss) on investments for the years ended December 31 is
     summarized as follows:
<TABLE>
<CAPTION>


                                                                      1998              1997             1996
                                                                      ----              ----             ----

    <S>                                                             <C>               <C>               <C>


    Fixed maturities                                                $    863          $ 1,638           $(2,888)
    Mortgage loans                                                    (4,816)          (1,348)           (2,370)
    Other investments                                                   (835)            (799)               --
                                                                    --------           ------        ----------
                                                                     $(4,788)         $  (509)          $(5,258)
                                                                     =======          =======           =======

</TABLE>

     Changes in net unrealized appreciation (depreciation) of investments for
     the years ended December 31 are summarized as follows:
<TABLE>
<CAPTION>


                                                                      1998              1997             1996
                                                                      ----              ----             ----

    <S>                                                              <C>             <C>              <C>

    Fixed maturities available for sale                              $(8,032)         $57,188          $(31,970)
</TABLE>


3.    Income taxes

     The Company qualifies as a life insurance company for federal income tax
     purposes. As such, the Company is subject to the Internal Revenue Code
     provisions applicable to life insurance companies.

     The income tax expense (benefit) for the years ended December 31, c onsists
     of the following:
<TABLE>
<CAPTION>


                                                                      1998              1997             1996
                                                                      ----              ----             ----

    <S>                                                             <C>               <C>                <C>

    Federal income taxes:
      Current                                                       $ 23,227          $17,668            $7,124
      Deferred                                                        (9,591)          (2,485)            5,084
                                                                   ---------         --------           -------
                                                                      13,636           15,183            12,208

    State income taxes-current                                           759            1,462               704
                                                                 -----------        ---------          --------
    Income tax expense                                              $ 14,395          $16,645           $12,912
                                                                    ========          =======           =======
</TABLE>

     Increases (decreases) to the federal income tax provision applicable to
     pretax income based on the statutory rate, for the years ended December 31,
     are attributable to:
<TABLE>
<CAPTION>


                                                           1998                      1997                     1996
                                                       -----------                --------                  -------

                                               Provision      Rate      Provision    Rate        Provision    Rate
     <S>                                        <C>         <C>           <C>        <C>          <C>        <C>
     Federal income taxes based
       on the statutory rate                    $13,972     35.0%         $15,735    35.0%        $12,507    35.0%
     Increases (decreases) are attributable to :

         Tax-excluded interest                      (35)    (0.1)             (41)   (0.1)            (53)   (0.1)
           State tax, net of federal benefit        493      1.2              956     2.1             459     1.3

     Other, net                                     (35)      --              (5)      --             (1)      --
                                                 ------    ------         -------    ------        ------    ------
Federal income taxes                            $14,395     36.1%         $16,645    37.0%        $12,912    36.2%
                                                =======     ====          =======    ====         =======    ====
</TABLE>





<PAGE>
3.   Income taxes (continued)

     Significant components of the Company's deferred income tax assets and
     liabilities as of December 31 are as follows:
<TABLE>
<CAPTION>


    Deferred income tax assets:                                                        1998              1997
    <S>                                                                                <C>               <C>


    Policy reserves                                                                    $51,298           $54,468
    Other                                                                                2,214             1,736
                                                                                     ---------           -------
         Total deferred income tax assets                                               53,512            56,204
                                                                                      --------            ------

    Deferred income tax liabilities:
    Deferred policy acquisition costs                                                   52,908            63,630
    Investments                                                                         23,803            28,175
                                                                                      --------            ------
         Total deferred income tax liabilities                                          76,711            91,805
                                                                                       -------          --------
         Net deferred income tax liabilities                                           $23,199           $35,601
                                                                                       =======           =======
</TABLE>

     The Company is required to establish a valuation allowance for any portion
     of the deferred income tax assets that management believes will not be
     realized. In the opinion of management, it is more likely than not that the
     Company will realize the benefit of the deferred income tax assets and,
     therefore, no such valuation allowance has been established.

4.   Stockholder's equity


     Retained earnings available for distribution as dividends to IDS Life are
     limited to the Company's surplus as determined in accordance with
     accounting practices prescribed by state insurance regulatory authorities.
     Statutory unassigned surplus aggregated $45,716 and $17,392 as of December
     31, 1998 and 1997, respectively. In addition, dividends in excess of
     $37,902 would require approval by the Insurance Department of the state of
     Indiana.


     Statutory net income and stockholder's equity as of December 31, are
     summarized as follows:
<TABLE>
<CAPTION>


                                                                      1998              1997             1996
                                                                   ---------         ---------        -------

    <S>                                                              <C>             <C>               <C>

    Statutory net income                                             $ 37,902        $   23,589        $    9,138
    Statutory stockholder's equity                                    330,588           302,264           250,975
</TABLE>

5.   Related party transactions

     On December 31, 1998, the Company purchased interest rate floors from IDS
     Life and entered into an interest rate swap with IDS Life to manage its
     exposure to interest rate risk. The interest rate floors had a carrying
     amount of $6,651 and $8,400 at December 31, 1998 and 1997, respectively.
     The interest rate swap is an off balance sheet transaction.


     The Company has no employees. Charges by IDS Life for services and use of
     other joint facilities aggregated $28,482, $24,535 and $17,936 for the
     years ended December 31, 1998, 1997 and 1996, respectively. Certain of
     these costs are included in deferred policy acquisition costs.



<PAGE>
6.   Lines of credit

     The Company has an available line of credit with AEFC aggregating $50,000.
     The rate for the line of credit is the parent's cost of funds, established
     by reference to various indices plus 20 to 45 basis points, depending on
     the term. There were no borrowings outstanding under this agreement at
     December 31, 1998 or 1997.


7.   Derivative financial instruments

     The Company enters into transactions involving derivative financial
     instruments to manage its exposure to interest rate risk, including hedging
     specific transactions. The Company does not hold derivative instruments for
     trading purposes. The Company manages risks associated with these
     instruments as described below.

     Market risk is the possibility that the value of the derivative financial
     instruments will change due to fluctuations in a factor from which the
     instrument derives its value, primarily an interest rate. The Company is
     not impacted by market risk related to derivatives held for non-trading
     purposes beyond that inherent in cash market transactions. Derivatives are
     largely used to manage risk and, therefore, the cash flow and income
     effects of the derivatives are inverse to the effects of the underlying
     transactions.

     Credit risk is the possibility that the counterparty will not fulfill the
     terms of the contract. The Company monitors credit risk related to
     derivative financial instruments through established approval procedures,
     including setting concentration limits by counterparty, and requiring
     collateral, where appropriate. A vast majority of the Company's
     counterparties are rated A or better by Moody's and Standard & Poor's.

     Credit risk related to interest rate caps and floors is measured by
     replacement cost of the contracts. The replacement cost represents the fair
     value of the instruments.

     The notional or contract amount of a derivative financial instrument is
     generally used to calculate the cash flows that are received or paid over
     the life of the agreement. Notional amounts are not recorded on the balance
     sheet. Notional amounts far exceed the related credit exposure.

     The Company's holdings of derivative financial instruments are as follows:
<TABLE>
<CAPTION>

                                                  Notional         Carrying            Fair         Total Credit
    December 31, 1998                              Amount            Amount            Value          Exposure
    -----------------                              ------            ------            -----          --------
      <S>                                        <C>                 <C>              <C>               <C>


      Assets:
        Interest rate caps                       $   900,000         $  5,452         $  1,518          $  1,518
        Interest rate floors                       1,000,000            6,651           17,798            17,798
        Interest rate swaps                        1,000,000               --               --                --
                                                                -------------     ------------     -------------
                                                                      $12,103          $19,316           $19,316
                                                           =          =======          =======           =======
</TABLE>






<PAGE>
7.   Derivative financial instruments (continued)

<TABLE>
<CAPTION>
                                                  Notional         Carrying            Fair         Total Credit
    December 31, 1997                              Amount            Amount            Value           Exposure
    -----------------                              ------           ------             -----           --------
      <S>                                        <C>                 <C>              <C>              <C>


      Assets:
        Interest rate caps                       $   900,000         $  7,624         $  5,340          $  5,340
        Interest rate floors                       1,000,000            8,400            8,400             8,400
        Interest rate swaps                        1,000,000               --               --                --
                                                                -------------     ------------      ------------
                                                                      $16,024          $13,740           $13,740
                                                                      =======          =======           =======
</TABLE>

     The fair values of derivative financial instruments are based on market
     values, dealer quotes or pricing models. All interest rate caps, floors and
     swaps will expire on various dates from 2000 to 2003.

     Interest rate caps, floors and swaps are used to manage the Company's
     exposure to interest rate risk. These instruments are used primarily to
     protect the margin between interest rates earned on investments and the
     interest rates credited to related annuity contract holders.

8.   Fair values of financial instruments

     The Company discloses fair value information for most on- and off-balance
     sheet financial instruments for which it is practicable to estimate that
     value. Fair value of life insurance obligations, receivables and all
     non-financial instruments, such as deferred acquisition costs are excluded.
     Off-balance sheet intangible assets are also excluded. Management believes
     the value of excluded assets and liabilities is significant. The fair value
     of the Company, therefore, cannot be estimated by aggregating the amounts
     presented.
<TABLE>
<CAPTION>

                                                                                December 31,
                                                                1998                              1997
                                                               --------                        --------

                                                         Carrying          Fair          Carrying         Fair
    Financial Assets                                      Amount          Value           Amount          Value
    <S>                                                  <C>             <C>             <C>             <C>

    Investments:
    Fixed maturities (Note 2):

       Held to maturity                                  $1,081,193      $1,126,732      $1,186,682      $1,223,108
       Available for sale                                 2,594,858       2,594,858       2,685,799       2,685,799
    Mortgage loans on real estate (Note 2)                  815,806         874,064         738,052         775,869
    Derivative financial instruments (Note 7)                12,103          19,316          16,024          13,740
    Separate account assets (Note 1)                        123,185         123,185          62,087          62,087


    Financial Liabilities

    Future policy benefits for fixed annuities           $4,152,059      $4,000,789      $4,330,173      $4,152,471
    Separate account liabilities                            123,185         115,879          62,087          58,116

</TABLE>

     At December 31, 1998 and 1997, the carrying amount and fair value of future
     policy benefits for fixed annuities exclude life insurance-related
     contracts carried at $14,793 and $13,040, respectively. The fair value of
     these benefits is based on the status of the annuities at December 31, 1998
     and 1997.

<PAGE>

Fair values of financial instruments (continued)


8.   The fair values of deferred annuities and separate account liabilities are
     estimated as the carrying amount less applicable surrender charges. The
     fair value for annuities in non-life contingent payout status is estimated
     as the present value of projected benefit payments at rates appropriate for
     contracts issued in 1998 and 1997.

9.   Commitments and contingencies

     A number of lawsuits have been filed against life and health insurers in
     jurisdictions in which the Company conducts business involving insurers'
     sales practices, alleged agent misconduct, failure to properly supervise
     agents, and other matters. The Company, along with AEFC and its insurance
     subsidiaries, has been named as a defendant in one of these types of
     actions.

     The plaintiffs purport to represent a class consisting of all persons who
     purchased policies or contracts from IDS Life and its subsidiaries. The
     complaint puts at issue various alleged sales practices and
     misrepresentations, alleged breaches of fiduciary duties and alleged
     violations of consumer fraud statutes. IDS Life and its subsidiaries
     believe they have meritorious defenses to the claims raised in this
     lawsuit.

     The outcome of any litigation cannot be predicted with certainty. In the
     opinion of management, however, the ultimate resolution of this lawsuit
     should not have a material adverse effect on the Company's financial
     position.

<PAGE>

American Enterprise Life Insurance Company
Administrative Offices:
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440

(C) 2000 American Express Financial Corporation
All rights reserved.

S-6482 A (1/00)





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