IDS CERTIFICATE CO /MN/, POS AMI, 1994-01-27

IDS CERTIFICATE CO /MN/
POS AMI, 1994-01-27

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<PAGE>
PAGE 1
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM S-1

POST-EFFECTIVE AMENDMENT NUMBER TEN TO

REGISTRATION STATEMENT NO. 2-95577

IDS FLEXIBLE SAVINGS CERTIFICATE

UNDER

THE SECURITIES ACT OF 1933

IDS CERTIFICATE COMPANY
(Exact name of registrant as specified in charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

6725
(Primary Standard Industrial Classification Code Number)

41-6009975
(I.R.S. Employer Identification No.)

IDS Tower 10, Minneapolis, MN 55440-0010, (612) 671-3131
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Bruce A. Kohn, IDS Tower 10, Minneapolis, MN 55440-0010
(612) 671-2221
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

The Registrant has registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to Section
24f-2 of the Investment Company Act of 1940. Registrants' Rule
24f-2 Notices for its most recent fiscal year (December 31) will be
filed on or about February 25, 1994.

<PAGE>
PAGE 2
Explanatory Note

This amendment number ten to Registration Statement No. 2-95577 for
the IDS Flexible Savings Certificate incorporates by reference in
its entirety amendment number six to Registration Statement No.
2-95577 filed on or about April 20, 1993.

<PAGE>
PAGE 3
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c)
IDS FLEXIBLE SAVINGS CERTIFICATE
AND VARIATIONS
<TABLE>
<CAPTION>

Page
Item Caption in Number in
Number Prospectus Prospectus
<S> <C> <C>
Item 1. Forepart of the 1,5
Registration Statement
and Outside Front Cover
Page of Prospectus.

Item 2. Inside Front and Where to get information about 6,7
Outside Back Cover Pages IDSC; Table of Contents.
of Prospectus.

Item 3. Summary Informa- About the certificate 8-12
tion, Risk Factors
and Ratio of Earnings
to Fixed Charges.

Item 4. Use of Proceeds. How your money is used and 21-22, 23-24
protected; Investment policies

Item 5. Determination of Not Applicable. -
Offering Price.

Item 6. Dilution. Not Applicable. -

Item 7. Selling Security Not Applicable. -
Holders

Item 8. Plan of How your certificate 24-26
Distribution. is managed.

Item 9. Description of About the Certificate; 8-12
Securities to Be How to invest and withdraw
Registered. funds;
Taxes on your earnings. 12-19, 19

Item 10. Interests of Not Applicable. -
Named Experts and Counsel.

<PAGE>
PAGE 4
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c) (Continued)

Page
Item Caption in Number in
Number Prospectus Prospectus

Item 11. Information with Invested and guaranteed by 21,22,24
Respect to the Registrant. IDSC; Regulated by government;
Relationship between IDSC and 24, 26-28
IDS; Capital structure and
certificates issued; Directors
and Officers.

Item 12. Disclosure of Directors and Officers; 28
Commission Position on Also see Item 17 in
Indemnification for Part II.
Securities Act Liabilities.

/TABLE
<PAGE>
PAGE 5

IDS Flexible Savings Certificate
Prospectus - April 27, 1994

IDS Flexible Savings Certificates are issued by IDS Certificate
Company (IDSC). You may purchase this certificate by selecting a
term of 6, 12, 18, 24, 30 or 36 months and an initial investment of
at least $1,000 but not more than $1 million (unless you receive
prior authorization to invest more). Your principal and interest
is guaranteed by IDSC. IDSC guarantees a fixed rate of interest
depending upon the term you select. You may make additional
investments during the term subject to certain limitations. You
may invest in successive terms up to a total of 20 years from the
issue date of the certificate. Your interest rate will be
determined as described in "About the certificate."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

This prospectus describes terms and conditions of your IDS Flexible
Savings Certificate. It contains facts that can help you decide if
the certificate is the right investment for you. Read the
prospectus before you invest and keep it for future reference. No
one has the authority to change the terms and conditions of the IDS
Flexible Savings Certificate as described in the prospectus, or to
bind IDSC by any statement not in it.

IDS Certificate Company
IDS Tower 10
Minneapolis, MN 55440-0010

1-800-437-3463 (toll free) or
(612) 671-4902 (Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free ) or
(612) 671-1112 (Minneapolis/St. Paul area)

An American Express Company
<PAGE>
PAGE 6
Inside Cover

Where to get information about IDSC

IDSC is subject to the reporting requirements of the Securities
Exchange Act of 1934. Reports and other information on IDSC are
filed with the Securities and Exchange Commission (SEC). Copies
can be obtained from the Public Reference Section of the SEC, 450
5th Street, N.W., Washington, D.C. 20549, at prescribed rates. Or
you can inspect and copy information in person at the SEC's Public
Reference Section and at the following regional offices.

Region 1 New York, New York
75 Park Place 14th Floor
New York, NY 10007

Region 4 Chicago, Illinois
Everett McKinley Dirksen Building
219 S. Dearborn St. Room 1204
Chicago, IL 60604

Region 7 Los Angeles, California
5757 Wilshire Boulevard Suite 500
East Los Angeles, CA 90036-3648

Initial interest rates

IDSC guarantees a fixed rate of interest for each term. For the
initial term, the rate will be within a specified range of certain
average certificates of deposit interest rates, as published in the
most recent BANK RATE MONITOR National Index (tm), as explained
under "About the certificate."

Here are the interest rates in effect on the date of this
prospectus, April 27, 1994:

Simple Effective
Interest Annualized
Term Rate* Yield**
6-month
12-month
18-month
24-month
30-month
36-month

*These are the rates for investments under $100,000. Rates may
depend on the factors described in "Interest" under "About the
certificate."

**Assuming monthly compounding.

These rates may or may not be in effect when you apply to purchase
your certificate. Rates for future terms are set at the discretion
of IDSC and may also differ from the rates shown here.

We reserve the right to issue other securities with different
terms.
<PAGE>
PAGE 7
Table of contents

About the certificate
Investment amounts and terms
Face amount and principal
Value at maturity
Receiving cash before maturity
Interest
Promotions and pricing flexibility
Additional Investments

How to invest and withdraw funds
Buying your certificate
Full and partial withdrawals
Transfer to other IDS accounts
Qualified retirement plans: special policies
Transfer of ownership
For more information

Taxes on your earnings
Retirement accounts
Gifts to minors
Foreign investors

How your money is used and protected
Invested and guaranteed by IDSC
Regulated by government
Backed by our investments
Investment policies

How your certificate is managed
Relationship between IDSC and IDS
Capital structure and certificates issued
Investment management and services
Distribution
Employment of other American Express affiliates
Directors and officers
Auditors

Financial information

Summary of selected financial information
Management's discussion and analysis of financial condition
and results of operations
Annual financial information
Balance sheet
Statement of operations
Statement of retained earnings
Statement of cash flows
Notes to financial statements
<PAGE>
PAGE 8
About the certificate

Investment amounts and terms

You may purchase the IDS Flexible Savings Certificate with a single
payment of at least $1,000 payable in U.S. currency. Unless you
receive prior authorization, your total amount paid in over the
life of the certificate, less withdrawals, cannot exceed $1
million.

After determining the amount you wish to invest, you select a term
of 6, 12, 18, 24, 30 or 36 months for which we will guarantee an
interest rate. Generally, you will be able to select any of the
terms offered. But if your certificate is nearing its 20-year
maturity, you will not be allowed to select a term that would carry
the certificate past its maturity date.

The certificate may be used as an investment for your Individual
Retirement Account (IRA), 401(k) plan account or other qualified
retirement plan account. If so used, the amount of your
contribution (investment) will be subject to any limitations of the
plan and applicable federal law.

Face amount and principal

The face amount of the certificate is the amount of your initial
investment, and will remain the same over the life of the
certificate. Any investment or withdrawal within 15 days of the
end of a term will be added on or deducted to determine principal
for the new term.

The principal is the amount that is reinvested at the beginning of
each subsequent term, and is calculated as follows:

Principal equals Face amount (initial investment)
plus At the end of a term, interest credited
to your account during the term
minus Any interest paid to you in cash
plus Any additional investments to your
certificate
minus Any withdrawals, fees and applicable
penalties.

For example: Assume your initial investment (face amount) of
$5,000 has earned $75 of interest during the term. You have not
taken any interest as cash, or made any withdrawals. You have
invested an additional $2,500 prior to the beginning of the next
term. Your principal for the next term will equal:
<PAGE>
PAGE 9
$5,000.00 Face Amount (initial investment)
plus $75.00 Interest credited to your account
minus ($0.00) Interest paid to you in cash
plus $2,500.00 Additional investment to your certificate
minus ($0.00) Withdrawals and applicable penalties
or fees
$7,575.00 Principal at the beginning of the next
term.

Value at maturity

You may continue to invest for successive terms for up to a total
of 20 years. Your certificate matures at 20 years from its issue
date. At maturity, the value of your certificate will be the total
of your purchase price, plus additional investments and any
credited interest, less any withdrawals and penalties. Some fees
may apply.

Receiving cash before maturity

If you need your money before your certificate matures, you may
withdraw part or all of its value at any time, less any penalties
that apply. Procedures for withdrawing money, as well as
conditions under which penalties apply, are described in "Full and
partial withdrawals" under "How to invest and withdraw funds."

Interest

Your investments earn interest from the date they are credited to
your account. Interest is compounded and credited at the end of
each certificate month (on the monthly anniversary of the issue
date).

IDSC declares and guarantees a fixed rate of interest for each term
during the life of your certificate. We calculate the amount of
interest you earn each certificate month by:

o applying the interest rate then in effect to your balance
each day

o adding these daily amounts to get a monthly total

o subtracting interest accrued on any amount you withdraw
during the certificate month.

Interest is calculated on a 30-day month and 360-day year basis.

Rates for new purchases: When your application is accepted, you
will receive a confirmation of your purchase showing the rate that
your investment will earn. IDSC guarantees that when rates for new
purchases take effect, the rates will be within a range based on
the average interest rates then published in the BANK RATE MONITOR
National Index (tm) (the BRM Index). In the case of the 6-, 12-,
24-, and 30-month terms IDSC guarantees that your rate for your
initial term will be equal to or up to 100 basis points (1%) above
such<PAGE>
PAGE 10
rates for comparable length certificates of deposit. In the case
of the 18-month term, because the BRM doesn't typically publish
rates for comparable length certificates of deposit, we guarantee
that the rate for your initial term will be within a range of 10-
110 basis points above the rates for the 12-month certificates of
deposit. In the case of the 36-month term, because the BRM Index
doesn't typically publish rates for comparable length certificates
of deposit, we guarantee that the rate for your initial term will
be within 20-120 basis points above the rates for the 30-month
certificate of deposit. For example, if the rate most recently
published in the BRM Index with respect to the 30-month certificate
of deposit is 3.75 percent our rates in effect for that week for
36-month terms would be between 3.95 and 4.95 percent.

The BANK RATE MONITOR may be available in your local library. To
obtain information on the current BRM Index rates, call IDS
Certificate Service at
1-800-437-3463 or
TTY: 1-800-846-4293.

Rates for new purchases are reviewed and may change weekly.
Normally, the rate you receive will be the higher of:
o the rate in effect for your chosen term on the date of
your application
o the rate in effect on the date your application is accepted
by IDSC.

However, if your application bears a date more than seven days
before its receipt by IDSC, the rate you receive will be the higher
of:
o the rate in effect on the date your application is accepted
by IDSC
o the rate in effect seven days before receipt.

Except for specific promotions, active or retired IDS employees,
IDSC directors, IDS planners, their immediate families and any U.S.
employee of any affiliated company of IDSC are guaranteed an
initial rate 75 basis points above the rate offered to the general
public, reflecting the lower distribution costs associated with
such sales.

Promotions and pricing flexibility: From time to time, IDSC may
sponsor or participate in promotions involving one or more of the
certificates and their respective terms. For example, we may offer
different rates to new clients, to existing clients, or to
individuals who have purchased other IDS products or used services
such as the CD transfer service, a service IDS offers to help you
transfer your money from a bank CD account into IDS investments.<PAGE>
PAGE 11
These promotions will generally be for a specified period of time.
If we offer a promotion, the rates for new purchases will be within
the range of rates described under "Rates for new purchases".

Rates for future terms: Interest on your certificate for future
terms may be greater or less than the rates you receive during your
first term. In setting future interest rates, a primary
consideration will be the prevailing investment climate, including
certificate of deposit yields as reflected in the BRM Index.
Nevertheless, we have complete discretion as to what interest rate
shall be declared beyond the initial term. At least six days in
advance of each term, we will send you notice of the rate that your
certificate will earn for that term. If the BRM Index is no longer
publicly available or feasible to use, IDSC may use another,
similar index as a guide for setting rates.

Performance: From February 1989 through February 1994, IDS
Flexible Savings Certificate yields were higher than average bank
and thrift certificate of deposit yields and Super NOW accounts, as
measured by the BRM Index:

INSERT HERE UPDATED VERSION OF GRAPH FROM CURRENT PROSPECTUS
FORMAT THE FOLLOWING AS A NOTE TO THE GRAPH;

o The graph compares past yields and should not be considered a
prediction of future performance.

Additional Investments

You may make investments within 15 calendar days after the end of a
term (the "grace period"). Additional investments may be in any
amount so long as your total investment, less withdrawals, does not
exceed $1 million (unless you receive prior authorization from IDSC
to invest more). You will earn interest on additional investments
from the date we accept them.

Add-on feature: You may also add to your certificate during the
term. Additional investments may not exceed 25 percent of the
certificate's principal balance at the end of the grace period.
This principal includes the balance at the end of the previous
term, plus or minus any deposits or withdrawals during the grace
period.

Any add-on or withdrawal during the grace period will change the
principal amount used to determine the amount available for the 25
percent add-on feature.

For example, suppose your original balance is $9,000. During the
grace period, you add $1,000. At any time during the current term,
you could add up to 25 percent of principal ($9,000 + $1,000 =
$10,000), or $2,500 to your certificate.
<PAGE>
PAGE 12
The interest rate for these additional investments is the rate then
in effect for your account. If your additional investment
increases the principal of your certificate so that your
certificate's principal has exceeded a break point for a higher
interest rate, the certificate will earn this higher interest rate
for the remainder of the term, from the date the additional
investment is accepted.

How to invest and withdraw funds

Buying your certificate

IMPORTANT: When opening an account, you must provide IDSC with
your correct Taxpayer Identification Number (Social Security or
Employer Identification Number). See "Taxes on your earnings."

Purchase policies

o You have 15 days from the date of purchase or after the
expiration of the previous term when you may cancel your investment
without penalty by either writing or calling IDSC Client Service at
the address or phone number on the cover of this prospectus. If
you decide to cancel your certificate within this 15-day period,
you will not earn any interest.

o If you purchase a certificate with a personal check or other non-
guaranteed funds, IDS must convert your check to federal funds
(e.g., monies of member banks within the Federal Reserve Bank)
before your purchase will be accepted and you begin earning
interest. This could take up to two business days.

o IDSC has complete discretion to determine whether to accept an
application.

A number of special policies apply to purchases, withdrawals and
exchanges within IRAs, 401(k) plans and other qualified retirement
plans. See "Qualified retirement plans: special policies."
<PAGE>
PAGE 13
Two ways to make additional investments

1
By mail

Send your check along with your name and account number to:

Regular mail: Express mail:
IDS Certificate Company IDS Certificate Company
Client Service Client Service
IDS Tower 10 733 Marquette Avenue
Minneapolis MN 55440-0010 Minneapolis MN 55402

2
By wire

For investment into an established account, you may wire money to:

Norwest Bank Minneapolis
Routing No. 091000019
Minneapolis, MN
Attn: Domestic Wire Dept.

Give these instructions:

Credit IDS Account #00-30-015 for personal account # (your
account number) for (your name).

If this information is not included, the order may be rejected and
all money received, less any costs IDSC incurs, will be returned
promptly.

o Minimum amount you may wire: $1,000

o Wire orders can be accepted only on days when your bank, IDS,
IDSC and Norwest Bank Minneapolis are open for business.

o Wire purchases are completed when wired payment is received and
we accept the purchase.

o Wire investments must be received and accepted in the Minneapolis
headquarters on a business day before 3 p.m. Central time to be
credited that day. Otherwise your purchase will be processed the
next business day.

o IDSC and IDS are not responsible for any delays that occur in
wiring funds, including delays in processing by the bank.

o You must pay any fee the bank charges for wiring.
<PAGE>
PAGE 14
Full and partial withdrawals

You may withdraw your certificate for its full value or make a
partial withdrawal of $100 or more at any time. However:

o Full and partial withdrawals of principal are subject to
penalties, described below.

o You may not make a partial withdrawal if it would reduce your
certificate balance to less than $1,000. If you request such a
withdrawal, we will contact you for revised instructions.

o If a withdrawal reduces your account value to a point where we
pay a lower interest rate, you will earn the lower rate from the
date of the withdrawal.

o Scheduled partial withdrawals may be made monthly, quarterly,
semiannually, annually and at term end.

Penalties for early withdrawal during a term: When you request a
full or partial withdrawal, we pay the amount you request
o first from interest credited during the current term
o then from the principal of your certificate.

Any additional investments or withdrawals during a term are added
to or deducted from the principal and are used in determining any
withdrawal charges.

Penalty Exceptions: There is never a penalty for withdrawal of
interest. In addition, you may withdraw up to 10 percent of your
principal during the term without a withdrawal penalty. The
principal available for the 10 percent no-penalty withdrawal
feature is the balance in the certificate at the beginning of the
term plus or minus any deposits or withdrawals made during the
grace period.

The following example demonstrates how this feature works:

Suppose your certificate balance is $1,000. During the grace
period, you add $500, bringing the principal to $1,500. At any
time during the term, you could withdraw up to $150 of principal
with no penalty.

Any additional investments or withdrawals following the grace
period will not change the principal amount used to determine the
amount available for the 10 percent no-penalty withdrawal feature.

Withdrawal Penalties: For withdrawals during the term of more than
the interest credited that term and over 10 percent of the
certificate's principal, a 2 percent withdrawal penalty will be
deducted from the account's remaining balance.
<PAGE>
PAGE 15
For example, assume you invest $20,000 in a certificate and select
a two-year term. A little over a year later assume you have earned
$1,600 in interest. The following demonstrates how the withdrawal
charge is deducted:

When you withdraw a specific amount of money, we would have to
withdraw somewhat more from your account to cover the withdrawal
charge. For instance, suppose you request a $5,000 check. The
first $1,600 paid to you is interest earned that term, the next
$2,000 is 10 percent of principal, and not subject to the
withdrawal penalty, and the remaining $1,500 paid to you is
principal over the 10 percent limit. We would send you a check for
$5,000 and deduct a withdrawal charge of $30.00 ($1,500 x 2%) from
the remaining balance of your certificate amount. Your new balance
would be $16,470 ($21,500 - $5,030).

$20,000.00 Total investments
$1,500.00 Interest credited
$21,500.00 Total balance

$5,000.00 Requested check
($1,500.00) Credited interest withdrawn
($2,000.00) 10 percent of principal -- not subject to
penalty
___________
$1,500.00 Remaining portion of requested withdrawal --
subject to penalty
2.00% Withdrawal penalty percent
$30.00 Actual withdrawal penalty

$21,500.00 Balance prior to withdrawal
($5,000.00) Requested withdrawal check
($30.00) Withdrawal penalty
$16,470.00 Total balance after withdrawal

Additionally, if you withdraw during a certificate month, you will
not earn interest for the month on the amount withdrawn.

For more information on withdrawal charges, talk with your IDS
planner or call IDS Certificate Holder Service at 1-800-437-3463.

When Your Certificate Term Ends

Shortly before the end of the term you have selected for your
certificate, we will send you a notice indicating the interest rate
that will apply to the certificate for the new term. When your
certificate term ends we will automatically renew your certificate
for the same term unless you tell us otherwise. If you wish to
select a different term, you must notify us in writing before the
end of the grace period. You will not be allowed to select a term
that would carry the certificate past its maturity date.
<PAGE>
PAGE 16
The interest rates that will apply to your new term will be those
in effect on the day the new term begins. We will send you a
confirmation showing the rate of interest that will apply to the
new term you have selected. This rate of interest will not be
changed during that term.

If you want to withdraw your certificate without a withdrawal
charge, you must notify us within 15 days following the end of a
term. However, you will lose any interest accrued since the end of
the term.

You may also add to your investment within the 15 days following
the end of your term. For more information, see "______ section".

Other full and partial withdrawal policies: If you request a
partial or full withdrawal of a certificate recently purchased or
added to by a check or money order that is not guaranteed, we will
wait for your check to clear. Please expect a minimum of 10 days
from the date of your payment before IDSC mails a check to you. A
check may be mailed earlier if your bank provides evidence that
your check has cleared.

o If your certificate is pledged as collateral, any withdrawal will
be delayed until we get approval from the secured party.

o Any payments to you may be delayed under applicable rules,
regulations or orders of the SEC.

Transfers to other IDS accounts

You may transfer part or all of your certificate for any other IDS
certificate or into another existing IDS account that has the same
registered ownership (subject to any terms and conditions that may
apply).

Two ways to request a withdrawal or transfer

1
By phone

Call between 7 a.m. and 6 p.m. Central time:

1-800-437-3463 (toll free) or
(612) 671-4902 (Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1112 (Minneapolis/St. Paul area)

o Maximum phone request: $50,000

o Transfers into an IDS account with the same ownership.

o We will honor any telephone request believed to be authentic and
will use reasonable procedures to confirm that they are, such as
asking identifying questions. As long as the procedures are<PAGE>
PAGE 17
followed, neither IDSC nor IDS will be liable for any loss
resulting from fraudulent requests.

You may request that telephone withdrawals not be authorized from
your account by writing IDSC Client Service.

2
By mail

Send your name, account number and request for a withdrawal or
transfer to:

Regular mail:
IDS Certificate Company
Client Service
IDS Tower 10
Minneapolis MN 55440-0010

Express mail:
IDS Certificate Company
Client Service
733 Marquette Avenue
Minneapolis MN 55402

Written requests are required for:

o Transactions over $50,000.

o Pension plans and custodial accounts where the minor has reached
the age at which custodianship should terminate.

o Transfers to another IDS Account with different ownership (all
current registered owners must sign the request).

Three ways to receive payment when you withdraw funds

1
By regular or express mail

o Mailed to address on record; please allow seven days for mailing

o Payable to name(s) you requested

o For express mail, you will pay charges that vary depending on the
courier you select. These charges will be deducted from the
remaining balance, or from the proceeds of a full withdrawal.

2
By wire

o Minimum wire withdrawal: $500

o Request that money be wired to your bank

o Bank account must be in same ownership as IDSC account
<PAGE>
PAGE 18
o Pre-authorization required. Complete the bank wire authorization
section in the application or use a form supplied by your IDS
financial planner. All registered owners must sign.

o A service fee, if any, may be deducted from your balance (for
partial withdrawals) or from the proceeds of a full withdrawal.

3
Electronic transfer

o Only for preauthorized recurring payments

o No charge

o Deposited electronically in your bank account

o 3-5 days from request to first deposit

Qualified retirement plans: special policies

o Retirement plan withdrawals may be subject to withdrawal
penalties or loss of interest even if they are not subject to
federal tax penalties.

o We will waive withdrawal penalties on withdrawals for IRA
accounts of clients who have reached age 70 1/2.

o If you withdraw all funds from your last account in an IRA plan
at IDS, a $25 termination fee will apply.

o The IRA termination fee will be waived if withdrawal occurs upon
the holder's death.

Transfer of ownership

o While the certificate is not negotiable, IDSC will transfer
ownership upon written notification to IDSC Client Service.
However, if you have purchased your certificate for an IRA, 401(k)
plan or other qualified retirement plan, you may be unable to
transfer or assign the certificate without losing the account's
favorable tax status. Please consult your tax adviser or local IDS
Tax and Business Services tax professionals.
<PAGE>
PAGE 19
For more information

For information on purchases, withdrawals, exchanges, transfers of
ownership, proper instructions and other service questions
regarding your certificate, please consult your financial planner
or call IDSC's toll-free client service number:
1-800-437-3463 or
TTY: 1-800-846-4293.

Taxes on your earnings

Interest on your certificate is taxable when credited to your
account. Each calendar year we provide certificate holders and the
IRS with reports of all earnings over $10 (Form 1099). Withdrawals
are reported to the certificate holder and the IRS on Form 1099-B,
Proceeds from Broker Transactions.

Retirement accounts

IDSC will withhold federal income taxes of 10% on IRA withdrawals
unless you tell us not to. IDSC is required to withhold federal
income taxes of 20% on most other qualified plan distributions,
unless the distribution is directly rolled over to another
qualified plan or IRA.

Withdrawals from retirement accounts are generally subject to a
penalty tax of 10% by the IRS if you make them before age 59-1/2,
unless you are disabled or if they are made by your beneficiary in
the event of your death. Also, withdrawals of principal during a
certificate month may be subject to the certificate's provision for
loss of interest. (Other exceptions also may apply.)

Consult your tax adviser or local IDS Tax and Business Services tax
professional (where available) to see how these rules apply to you
before you request a distribution from your plan or IRA.

Gifts to minors

The certificate may be given to a minor under either the Uniform
Gifts or Uniform Transfers to Minors Act (UGMA/UTMA), whichever
applies in your state. UGMAs/UTMAs are irrevocable. Generally,
under federal tax laws, income over $1,200 on property owned by
children under age 14 will be taxed at the parents' marginal tax
rate, while income on property owned by children 14 or older will
be taxed at the child's rate.

<PAGE>
PAGE 20
Your Taxpayer Identification Numbers (TIN) and backup withholding:
As with any financial account you open, you must list your current
and correct Taxpayer Identification Number (TIN)--either your
Social Security or Employer Identification number. The TIN must be
certified under penalties of perjury on your application when you
open an account with IDSC.

If you don't provide the TIN to IDSC, or the TIN you report is
incorrect, you could be subject to backup withholding of 31% of
your interest earnings. You could also be subject to further
penalties, such as:
o a $50 penalty for each failure to supply your correct TIN
o a civil penalty of $500 if you make a false statement that
results in no backup withholding
o criminal penalties for falsifying information.

You could also be subject to backup withholding because you failed
to report interest on your tax return as required.

To help you determine the correct TIN to use on various types of
accounts, please use this chart:

Use the Social Security or
For this type of account Employer Identification number of

Individual or joint The individual or first person
listed on the account

Custodian account of a minor The minor
(Uniform Gifts/Transfers to
Minors Act)

A living trust The grantor-trustee (the person
who puts the money into the trust)

An irrevocable trust, The legal entity (not the personal
pension trust or estate representative or trustee, unless
no legal entity is designated in
the account title)

Sole proprietorship or The owner or partnership
partnership

Corporate The corporation

Association, club or The organization
tax-exempt organization

For details on TIN requirements, ask your financial planner or
local IDS office for Federal Form W-9, Request for Taxpayer
Identification Number and Certification.
<PAGE>
PAGE 21
Foreign investors

Interest on the certificate is "portfolio interest" as defined in
U.S. Internal Revenue Code Section 871(h) if earned by a
nonresident alien. Even though your interest income is not taxed
by the U.S. government, it will be reported at year end to you and
to the U.S. government on a Form 1042S, Foreign Person's U.S.
Source Income Subject to Withholding. The United States
participates in various tax treaties with foreign countries, which
provide for sharing of tax information.

Estate tax: If you are a nonresident alien and you die while
owning a certificate, IDSC will need a statement from persons IDSC
believes are knowledgeable about your estate. The statement must
be in a form satisfactory to IDSC and must tell us that, on your
date of death, your estate did not include any property in the
United States for U.S. estate tax purposes. If we do not receive
the statement, we generally will not take action regarding your
certificate until we receive a transfer certificate from the IRS.
In general, a transfer certificate requires the opening of an
estate in the United States and provides assurance that the IRS
will not claim your IDS certificate to satisfy estate taxes.

IMPORTANT: This information is a brief and selective summary of
certain federal tax rules that apply to this certificate. Tax
matters are highly individual and complex, and you should consult a
qualified tax adviser or your IDS Tax and Business Services tax
professional about your personal situation.

How your money is used and protected

Invested and guaranteed by IDSC

The IDS Flexible Savings Certificate is issued and guaranteed by
IDSC, a wholly owned subsidiary of IDS Financial Corporation (IDS).
We are by far the largest issuer of face amount certificates in the
United States, with total assets of more than $2.9 billion and a
net worth in excess of $161 million on Dec. 31, 1993.
<PAGE>
PAGE 22
We back our certificates by investing the money received and
keeping the invested assets on deposit. Our investments generate
interest and dividends, out of which we pay

o interest to certificate holders

o various expenses, including taxes, fees to IDS for advisory and
other services and distribution fees to IDS Financial Services Inc.

For a review of significant events relating to our business, see
"Management's discussion and analysis of financial condition and
results of operations."

Most banks and thrifts offer investments known as certificates of
deposit that are similar to our certificates in many ways. Early
withdrawals of bank CDs often result in penalties. Banks and
thrifts generally have federal deposit insurance for their deposits
and lend much of the money you deposit to individuals, businesses
and other enterprises. Other financial institutions may offer
investments with comparable combinations of safety and return on
investment.

Regulated by government

Because the IDS Flexible Savings Certificate is a security, its
offer and sale are subject to regulation under federal and state
securities laws. (It is a face-amount certificate--not a bank
product, an equity investment, a form of life insurance or an
investment trust.)

The federal Investment Company Act of 1940 requires us to keep
investments on deposit in a segregated custodial account to protect
all of our outstanding certificates. These investments back the
entire value of your certificate account. Their carrying value
must exceed the required carrying value of the outstanding
certificates by at least $250,000. As of Dec. 31, 1993, the
carrying value of these investments exceeded the required carrying
value of our outstanding certificates by more than $118 million.

Backed by our investments

Our investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1993:

29% preferred stocks
27% government agency bonds
25% corporate and other bonds
10% mortgages
7% municipal bonds
2% cash and cash equivalents

More than 95% of our securities portfolio (bonds and preferred
stocks) is rated investment grade. For additional information
regarding securities ratings, please refer to Note 3B in the
Financial Statements.<PAGE>
PAGE 23
Most of our investments are on deposit with IDS Bank & Trust,
Minneapolis, although we also maintain separate deposits as
required by certain states. IDS Bank & Trust is a wholly owned
subsidiary of IDS. Copies of our Dec. 31, 1993 schedule of
Investments in Securities of Unaffiliated Issuers are available
upon request. For comments regarding the valuation, carrying
values and unrealized appreciation (depreciation) of investment
securities, see Notes 1, 2 and 3 to the Financial Statements.

Investment policies

In deciding how to diversify the portfolio--among what types of
investments in what amounts--the officers and directors of IDSC use
their best judgment, subject to applicable law. The following
policies currently govern our investment decisions:

Purchasing securities on margin: We will not purchase any
securities on margin or participate on a joint basis or a joint-
and-several basis in any trading account in securities.

Commodities: We have not and do not intend to purchase or sell
commodities or commodity contracts.

Underwriting: We do not intend to engage in the public
distribution of securities issued by others. However, if we
purchase unregistered securities and later resell them, we may be
considered an underwriter under federal securities laws.

Borrowing money: From time to time we have established a line of
credit if management believed borrowing was necessary or desirable.
While a line of credit does not currently exist, it may be
established again in the future. We may pledge some of our assets
as security. We may occasionally use repurchase agreements as a
way to borrow money. Under these agreements, we sell debt
securities to our lender, and repurchase them at the sales price
plus an agreed-upon interest rate within a specified period of
time.

Real estate: We may invest directly in real estate, though we have
not generally done so in the past. We do invest in mortgage loans.

Lending securities: We may lend some of our securities to broker-
dealers and receive cash equal to the market value of the
securities as collateral. We invest this cash in short-term
securities. If the market value of the securities goes up, the
borrower pays us additional cash. During the course of the loan,
the borrower makes cash payments to us equal to all interest,
dividends and other distributions paid on the loaned securities.
We will try to vote these securities if a major event affecting our
investment is under consideration.

When-issued securities: Most of our investments are in debt
securities, some of which are purchased on a when-issued basis. It
may take as long as 45 days before these securities are issued and
delivered to us. We generally do not pay for these securities or<PAGE>
PAGE 24
start earning on them until delivery. We have established
procedures to ensure that sufficient cash is available to meet
when-issued commitments.

Options: We buy or sell various types of options contracts for
hedging purposes or as a trading technique to facilitate securities
purchases or sales.

Restrictions: There are no restrictions on concentration of
investments in any particular industry or group of industries or on
rates of portfolio turnover.

How your certificate is managed

Relationship between IDSC and IDS

IDSC was originally organized as Investors Syndicate of America,
Inc., a Minnesota corporation, on Oct. 15, 1940, and began business
as an issuer of face amount investment certificates on Jan. 1,
1941. The company became a Delaware corporation on Dec. 31, 1977,
and changed its name to IDS Certificate Company on April 2, 1984.

Before IDSC was created, IDS, our parent company and organizer, had
issued similar certificates since 1894. IDSC and IDS have never
failed to meet their certificate payments.

IDS Financial Services Inc. is not a bank, and the securities
offered by it, such as face amount certificates issued by IDSC, are
not backed or guaranteed by any bank, nor are they insured by the
FDIC.

Capital structure and certificates issued

IDSC has authorized, issued and has outstanding 150,000 shares of
common stock, par value of $10 per share. IDS owns all of the
outstanding shares.

As of Dec. 31, 1993, IDSC had issued (in face amount)
$12,314,170,599 of installment certificates and $11,517,014,625 of
single payment certificates.

<PAGE>
PAGE 25
Investment management and services

Under an Investment Advisory and Services Agreement, IDS acts as
our investment adviser and is responsible for:

o providing investment research,
o making specific investment recommendations
o executing purchase and sale orders according to our policy
of obtaining the best price and execution.

All these activities are subject to direction and control by our
board of directors and officers. Our agreement with IDS requires
annual renewal by our board, including a majority of directors who
are not interested persons of IDS or IDSC as defined in the federal
Investment Company Act of 1940.

For its services, we pay IDS a monthly fee, equal on an annual
basis to a percentage of the total book value of certain assets:

0.75% of first $250 million
0.65% of next 250 million
0.55% of next 250 million
0.50% of next 250 million
0.45% of any amount over $1 billion

Excluded from assets for this computation are mortgage loans, real
estate, and any other asset on which we pay a service fee.

Advisory and services fees for the past three years were:

Percentage of
Year Total fees included assets

1993 $15,036,091 0.50%
1992 $17,851,271 0.50
1991 $19,787,451 0.49

Estimated advisory and services fees for 1994 are $13,867,000.

Other expenses payable by IDSC: The Investment Advisory and
Services Agreement provides that we will pay:
o costs incurred by us in connection with real estate and
mortgages,
o taxes,
o depository and custodian fees,
o brokerage commissions,
o fees and expenses for services not covered by other agreements
and provided to us at our request, or by requirement, by attorneys,
auditors, examiners and professional consultants who are not
officers or employees of IDS,
o fees and expenses of our directors who are not officers or
employees of IDS,
o provision for certificate reserves (interest accrued on
certificate holder accounts), and
o expenses of customer settlements not attributable to sales
function.
<PAGE>
PAGE 26
Distribution

Under a Distribution Agreement with IDS Financial Services Inc., we
pay 5% of the purchase price of this certificate. This fee is not
assessed to your certificate account.

Total distribution fees paid to IDS Financial Services Inc. for all
series of certificates amounted to $26,541,948 during the year
ended Dec. 31, 1993. We expect to pay IDS Financial Services Inc.
distribution fees amounting to $27,258,000 during 1994.

See Note 1 to Financial Statements regarding deferral of
distribution fee expense.

IDS Financial Services Inc. pays commissions to its planners and
pays other selling expenses in connection with services to us. Our
board of directors, including a majority of directors who are not
interested persons of IDS Financial Services Inc. or IDSC, approved
this distribution agreement.

Employment of other American Express affiliates

IDS may employ Lehman Brothers Inc. or another affiliate of
American Express as executing broker for our portfolio transactions
only if:
o we receive prices and executions at least as favorable as those
offered by qualified independent brokers performing similar
services;
o the affiliate charges us commissions consistent with those
charged to comparable unaffiliated customers for similar
transactions; and
o the affiliate's employment is consistent with the terms of the
current Investment Advisory and Services Agreement and federal
securities laws.

Directors and officers

IDSC's directors, president and controller are elected annually for
a term of one year. The other executive officers are appointed by
the president.

We paid a total of $40,000 during 1993 to directors not employed by
IDS.

Board of directors

David R. Hubers* Age 51. Director since 1987.

President and chief executive officer of IDS since 1993. Senior
vice president, chief financial officer and director since 1984.

Charles W. Johnson Age 64. Director since 1989.

Former vice president and group executive, Industrial Systems, with
Honeywell Inc. Retired 1989.
<PAGE>
PAGE 27
Edward Landes Age 74. Director since 1984.

Development consultant. Former sales manager - Supplies Division
and district manager - Data Processing Division of IBM Corporation.
Retired 1983.

Peter A. Lefferts* Age 52. Director since 1989.

Senior vice president - Banking and Certificates of IDS since 1989.
Director of IDS since 1987.

John V. Luck, Ph.D. Age 68. Director since 1987.

Former senior vice president - Science and Technology with General
Mills Inc. Employed with General Mills Inc. since 1970. Retired
1987.

James A. Mitchell* Age 52. Director and chairman of the board of
directors since 1994.

Senior vice president, IDS. President and Chief Executive Officer,
IDS Life Insurance Company.

Harrison Randolph Age 78. Director since 1968.

Gordon H. Ritz Age 66. Director since 1968.

President, Con Rad Broadcasting Corp. Director, Sunstar Foods and
Mid-America Publishing.

Stuart A. Sedlacek Age 36. President and director of IDSC since
1994.

Vice president - Quantitative Investment Management from 1988 to
1994. Portfolio manager from 1988 to 1994.

*"Interested Person" of IDSC as that term is defined in Investment
Company Act of 1940.

Executive officers

Louis C. Fornetti Age 44. Vice president since 1990.

Senior Vice President - corporate controller and director of IDS
since 1988.

Morris Goodwin Jr. Age 42. Vice president and treasurer since
1989.

Vice president and corporate treasurer of IDS and IDS Financial
Services Inc. since 1989. Chief financial officer and treasurer of
IDS Bank & Trust from 1988 to 1989.
<PAGE>
PAGE 28
Colleen Curran Age 40. Secretary since 1990.

Secretary and assistant vice president of IDS since 1990. Senior
counsel to IDS since 1990. Counsel from 1985 to 1990.

Lorraine R. Hart Age 43. Portfolio manager, IDSC, since 1994.

Portfolio manager, IDS, since 1984.

John M. Knight Age 41. Vice president and controller since 1994.

Controller of certificate operations of IDS since 1989. Manager of
certificate operations from 1985 to 1989.

Bruce A. Kohn Age 43. Vice president and general counsel since
1993.

Counsel to IDS since 1992. Associate counsel from 1987 to 1992.

Stuart A. Sedlacek Age 36. President since 1994

F. Dale Simmons Age 56. Vice president - Real Estate Loan
Management since 1993.

Vice president, IDS, since 1992. Senior portfolio manager of IDS
since 1989. Assistant vice president from 1987 to 1992.

IDSC has provisions in its bylaws relating to the indemnification
of its officers and directors against liability, as permitted by
law. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.

A firm of independent auditors audits our financial statements at
the close of each fiscal year (Dec. 31). Copies of our annual
financial statements (audited) and semiannual financial statements
(unaudited) are unavailable to any certificate holder upon request.

Ernst & Young, Minneapolis, has audited the financial statements
for each of the years in the three-year period ended Dec. 31, 1993.
These statements are included in this prospectus. Ernst & Young is
also the auditor for American Express, the parent company of IDS
and IDSC.
<PAGE>
PAGE 30
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c)
IDS CASH RESERVE CERTIFICATE
AND VARIATIONS
<TABLE>
<CAPTION>

Page
Item Caption in Number in
Number Prospectus Prospectus
<S> <C> <C>
Item 1. Forepart of the 1,32
Registration Statement
and Outside Front Cover
Page of Prospectus.

Item 2. Inside Front and Where to get information about 33-34
Outside Back Cover Pages IDSC; Table of Contents.
of Prospectus.

Item 3. Summary Informa- About the certificate 35-38
tion, Risk Factors
and Ratio of Earnings
to Fixed Charges.

Item 4. Use of Proceeds. How your money is used and 47-49,
protected; Investment policies 49-50

Item 5. Determination of Not Applicable. --
Offering Price.

Item 6. Dilution. Not Applicable. --

Item 7. Selling Security Not Applicable. --
Holders

Item 8. Plan of How your certificate 50-52
Distribution. is managed.

Item 9. Description of About the Certificate; 35-38
Securities to Be How to invest and withdraw 39-45
Registered. funds.
Taxes on your earnings. 45

Item 10. Interests of Not Applicable. --
Named Experts and Counsel.

<PAGE>
PAGE 31
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c) (Continued)

Page
Item Caption in Number in
Number Prospectus Prospectus

Item 11. Information with Invested and guaranteed by 47-48
Respect to the Registrant. IDSC; Regulated by government; 48, 50-55
Relationship between IDSC and
IDS; Capital structure and
certificates issued; Directors
and Officers.

Item 12. Disclosure of Directors and Officers 54
Commission Position on
Indemnification for
Securities Act Liabilities.
</TABLE>

<PAGE>
PAGE 32

IDS Cash Reserve Certificate

Prospectus April 27, 1994

IDS Cash Reserve Certificates are issued by IDS Certificate Company
(IDSC). You can purchase this certificate with an initial
investment of at least $1,000 or monthly investments of at least
$50. Your principal and interest are guaranteed by IDSC. Your
certificate earns a fixed rate of interest, declared every three
months. Investments in the certificate may continue for
successive three-month terms up to a total of 20 years from the
issue date of the certificate. Unless you receive prior
authorization from IDSC, your total investment, excluding interest
earned, cannot exceed $1 million. Your interest rate will be
determined as described in "About this certificate."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OF ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

This prospectus describes terms and conditions of your IDS Cash
Reserve Certificate. It contains facts that can help you decide if
the certificate is the right investment for you. Read the
prospectus before you invest and keep it for future reference. No
one has the authority to change the terms and conditions of the IDS
Cash Reserve Certificate as described in the prospectus, or to bind
IDSC by any statement not in it.

IDS Certificate Company
IDS Tower 10
Minneapolis, MN 55440-0010

1-800-437-3463 (toll free) or
(612) 671-4902 (Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1112 (Minneapolis/St. Paul area)

An American Express Company<PAGE>
PAGE 33
INSIDE COVER:
Where to get information about IDSC

Region 1 New York, New York Region 4 Chicago, Illinois
75 Park Place 14th Floor Everett McKinley Dirksen Building
New York, NY 10007 219 S. Dearborn St. Room 1204
Chicago, IL 60604

Region 7 Los Angeles, California
5757 Wilshire Boulevard
East Los Angeles, CA 90036-3648

Initial interest rates

IDSC guarantees a fixed interest rate for each three-month term
during the life of the certificate. For your initial term, IDSC
guarantees that when the rate for new purchases takes effect, the
rate will be within a specified range of the average rate for
three-month certificates of deposit as published in the most recent
BANK RATE MONITOR (tm), as explained under "About the certificate."

Here are the interest rates in effect on the date of this
prospectus, April 27, 1994:

Investment Simple Effective
Amount Interest Rate* Annualized Yield**
$50 to $999 0.00% 0.00%
$1,000 to $24,999 0.00% 0.00%
$25,000 or more 0.00% 0.00%

*Rates may depend on factors described in "Interest" under "About
the certificate."
**Assuming monthly compounding.

These rates may or may not be in effect when you apply to purchase
your certificate. Rates for later three-month terms are set at the
discretion of IDSC and may also differ from the rates shown here.

We reserve the right to issue other securities with different
terms.<PAGE>
PAGE 34
Table of contents

About the certificate......
Investment amounts and terms......
Face amount and principal......
Value at maturity......
Receiving cash before maturity......
Interest......
Promotions and pricing flexibility......
Additional investments......

How to invest and withdraw funds......
Buying your certificate......
Full and partial withdrawals......
Transfers to other IDS accounts......
Retirement plans: special policies......
Transfer of ownership......
At maturity......
For more information......

Taxes on your earnings......
Retirement accounts
Gifts to minors
Foreign investors......

How your money is used and protected
Invested and guaranteed by IDSC......
Regulated by government......
Backed by our investments......
Investment policies......

How your certificate is managed
Relationship between IDSC and IDS......
Capital structure and certificates issued......
Investment management and services......
Distribution......
Employment of other American Express affiliates......
Directors and officers......
Auditors......

Financial information......

Summary of selected financial information......
Management's discussion and analysis of financial condition
and results of operations......
Annual financial information......
Balance sheet......
Statement of operations......
Statement of retained earnings......
Statement of cash flows......
Notes to financial statements......<PAGE>
PAGE 35
About the certificate

Investment amounts and terms

You can purchse this certificate with an initial investment of at
least $1,000 or monthly investments of at least $50. Your total
investments over the life of the certificate may not exceed $1
million unless you receive prior authorization from IDSC. You also
may make monthly purchases through scheduled bank authorization or
payroll deduction at a minimum of $50 per month.

The certificate may be used as an investment for your Individual
Retirement Account (IRA), 401(k) plan account or other qualified
retirement plan account. A minimum investment of $50 per month is
required for these types of accounts. If so used, the amount of
your contribution (investment) will be subject to any limitations
of the plan and applicable federal law.

Face amount and principal

The face amount of the certificate is the amount of your initial
investment, and will remain the same over the life of the
certificate.

The principal is the amount that is reinvested at the beginning of
each subsequent term, and is calculated as follows:

Principal equals Face Amount (initial investment)
plus At the end of a term, interest credited to
your account during the term
minus Any interest paid to you in cash
plus Any additional investments to your
certificate
minus Any withdrawals, fees and applicable
penalties.

$5,000.00 Face Amount (initial investment)
plus $75.00 Interest credited to your account
minus ($0.00) Interest paid to you in cash
plus $2,500.00 Additional investment to your certificate
minus ($0.00) Withdrawals and applicable penalties
or fees
$7,575.00 Principal at the beginning of the next
term.

Value at maturity

Your certificate matures 20 years from its issue date. At
maturity, the value of your certificate will be the total of your
actual investment, plus credited interest, less withdrawals,
penalties and fees. When your certificate matures, you will
receive a check for your principal, plus any payments and credited<PAGE>
PAGE 36
interest, less any withdrawals, penalties and fees. Bank
authorizations will automatically be stopped at maturity or full
withdrawal.

Receiving cash before maturity

Interest

IDSC declares and guarantees a fixed rate of interest for each
three-month term during the life of your certificate. We calculate
the amount of interest you earn each certificate month by:
o applying the interest rate then in effect to your balance
each day
o adding these daily amounts to get a monthly total
o subtracting interest accrued on any amount you withdraw
during the certificate month.
Interest is calculated on a 30-day month and 360-day year basis.

Rates for new purchases: When your application is accepted, you
will receive a confirmation showing the rate that your investment
will earn for the first term. IDSC guarantees that this rate will
be within a range from 30 basis points (0.30%) below to 70 basis
points (0.70%) above the average interest rate published for 3-
month CDs in the BANK RATE MONITOR National Index (tm), (the BRM
Index). For accounts of less than $1,000, this rate will be within
a range of ___ basis points (0.__%) below to ___ basis points
(0.__%) above the average interest rate. For example, if the
average rate most recently published is 2.75%, our rate in effect
for that week for amounts of $1,000 or more would be between 2.45
and 3.45%. (CD accounts offered by banks generally are government
insured.)

The BANK RATE MONITOR is a weekly magazine published in North Palm
Beach, FL 33408 by Advertising News Service Inc., an independent
national news organization that collects and disseminates
information about bank products and interest rates. Advertising
News Service Inc. has no connection with IDSC, IDS, or any of their
affiliates. The BRM Index used by IDSC is a 25-city index.
<PAGE>
PAGE 37
The BANK RATE MONITOR may be available in your local library. To
obtain information on the current BRM Index rates, call IDS
Certificate Service at
1-800-437-3463 or
TTY: 1-800-846-4293.

Rates for new purchases are reviewed and may change weekly.
Normally, the rate you receive will be the higher of:
o the rate in effect on the date of your application
o the rate in effect on the date your application is accepted
by IDSC.
However if your application bears a date more than seven days
before its receipt by IDSC, the rate you receive will be the higher
of:
o the rate in effect on the date your application is accepted
by IDSC
o the rate in effect seven days prior to receipt.

Promotions and pricing flexibility: From time to time, IDSC may
sponsor or participate in promotions involving one or more of the
certificates and their respective terms. For example, we may offer
different rates to new clients, to existing clients, or to
individuals who purchase other IDS products or used services such
as the CD transfer service a service IDS offers to help you
transfer your money a bank CD account into IDS investments. These
promotions will generally be for a specified period of time. If we
offer a promotion, the rates for new purchases will be within the
range of rates described under "Rates for new purchases," above.

Rates for future terms: Interest on your certificate for future
three-month terms may be greater or less than the rates you receive
during the first three months. In setting future rates, a primary
consideration will be the prevailing investment climate, including
3-month CD rates as reflected in the BRM Index. Nevertheless, we
have complete discretion as to what interest shall be declared
beyond the initial three-month term.

When your certificate term ends: Shortly before the end of your
certificate's term we will notify you of the date the term ends and
your interest rate that will apply for the new term. Unless you
give us proper instructions before the term ends, your certificate
will automatically continue for another term. The interest rate
that will apply to your new term will be the rate in effect on the
day the new term begins. This rate of interest will not be changed
during that term.

Performance: From February 1989 through February 1994, IDS Cash
Reserve interest rates were higher than average bank and thrift 3-
month CD yields, as measured by the BRM Index:

<PAGE>
PAGE 38
Rates from May 1989 through February 1993

10% _____ IDS Cash Reserve Certificate
..... Money Market Deposit Account
8- ***** Certificate of Deposit - Three Month

6- Three lines comparing the rates for IDS Cash Reserve
Certificate versus money market deposit accounts and
4- three-month certificates of deposit, with being IDS
Cash Reserve's line generally above the other two.
2-

0-
1989 1990 1991 1992 1993

This graph compares interest rates offered on IDS Cash Reserve
Certificate to those of 3-month CDs and money market deposit
accounts and should not be considered a prediction of future
performance.
<PAGE>
PAGE 39
How to invest and withdraw funds

Buying your certificate

Additional investments

You may make additional investments at any time. Additional
investments must be at least $50 and your total investment, less
withdrawals, may not exceed $1 million (unless you receive prior
authorization from IDSC to invest more). You will earn interest on
additional investments from the date we accept them.

IMPORTANT: When opening an account, you must provide IDSC with your
correct Taxpayer Identification Number (Social Security or Employer
Identification Number). See "Taxes on your earnings."

Purchase policies

o You have 15 days from the date of purchase to cancel your
investment without penalty by either writing or calling IDSC Client
Service at the address or phone number on the cover of this
prospectus. If you decide to cancel your certificate within this
15-day period you will not earn any interest. This could take up
to two business days.

o If you purchase a certificate with a personal check or other non-
guaranteed funds, IDS must convert your check to federal funds
(e.g., monies of member banks with the Federal Reserve Bank) before
your purchase will be accepted and you begin earning interest.
This could take up to two business days.

o IDSC has complete discretion to determine whether to accept an
application.

o If you make no investments for a period of at least 12
consecutive months and your principal is less than $1,000, we may
send you a notice of our intent to cancel the certificate. After
the notice, if an investment is not made within 30 days, your
certificate will be canceled and we will send you a check for its
full value.

1
By scheduled investment plan

Contact your financial planner to set up one of the following
scheduled plans for monthly investments:

o bank authorization (automatic deduction from your bank account)
o automatic payroll deduction
o direct deposit of Social Security check
o other plan approved by IDSC

To cancel a bank authorization, you must instruct IDSC in writing
or over the phone. We must receive notice at least three business
days before the date funds would normally be withdrawn from your
bank account.

2
By mail

For monthly or lump sum investments, send your check along with
your name and account number to:

Regular mail: Express mail:
IDS Certificate Company IDS Certificate Company
Client Service Client Service
IDS Tower 10 733 Marquette Avenue
Minneapolis MN 55440-0010 Minneapolis MN 55402

3
By wire

If you have an established account, you may wire money to:

Norwest Bank Minneapolis
Routing No. 091000019
Minneapolis, MN
Attn: Domestic Wire Dept.

Give these instructions:

Credit IDS Account #00-30-015 for personal account #
(your account number) for (your name).

If this information is not included, the order may be rejected and
all money received, less any costs IDS incurs, will be returned
promptly.

o Minimum amounts each wire investment: $1,000

o Wire orders can be accepted only on days when your bank, IDS,
IDSC and Norwest Bank Minneapolis are open for business.

o Wire purchases are completed when wired payment is received and
we accept the purchase.<PAGE>
PAGE 41
o Wire investments must be received and accepted in the Minneapolis
headquarters on a business day before 3 p.m. Central time to be
credited that day. Otherwise your purchase will be processed the
next business day.

o IDSC and IDS are not responsible for any delays that occur in
wiring funds, including delays in processing by the bank.

o You must pay any fee the bank charges for wiring.

Full and partial withdrawals

You may withdraw your certificate for its full value at any time.

o Complete withdrawal of your certificate is made by giving us
proper instructions.

To complete these transactions, see "Two ways to request a
withdrawal or transfer" section.

You may make an unscheduled partial withdrawal of at least $100 at
any time.

o Interest payments in cash may be sent to you at the end of each
month, quarterly, semiannually or annually. If you purchase this
certificate for an IRA or 401(k) plan account or other qualified
retirement plan account, cash payments of interest may be subject
to IRS penalty taxes if withdrawn prematurely.

o Scheduled partial withdrawals maybe sent to you monthly,
quarterly, semiannually or annually. The minimum withdrawal amount
is $50. If you purchase this certificate for an IRA or 401(k) plan
account or other qualified retirement plan account, withdrawals
maybe subject to IRS penalty taxes if withdrawn prematurely.

o Withdrawals during a certificate month will not earn interest for
the month on the amount withdrawn.

o Withdrawals that reduce your certificate's principal below a
break point for a lower interest rate will cause the remaining
principal to earn the lower interest rate for the rest of the term
from the date of the withdrawal.

o Withdrawals on certificates purchased by bank authorization or
payroll deduction may cause the balance to fall below $1,000. The
remaining balance will earn the lower interest rate that applies to
balances of less than $1,000.

When your certificate term ends

Shortly before the end of your certificate's term we will send you
a notice indicating the interest rate that will apply to the new<PAGE>
PAGE 42
term. Unless you tell us otherwise, your certificate will
automatically continue for another term. The interest rate that
will apply to your new term will be the rate in effect on the day
the new term begins. This rate of interest will not be changed
during that term.

Other full and partial withdrawal policies

o Good funds policy: If you request a partial or full withdrawal
of a certificate recently purchased or added to by a check or money
order that is not guaranteed, we will wait for your check to clear.
Please expect a minimum of 10 days from the date of your payment
before IDSC mails a check to you. (A check may be mailed earlier
if your bank provides evidence that your check has cleared.)

o If your certificate is pledged as collateral, any withdrawal will
be delayed until we get approval from the secured party.

o Any payments to you may be delayed under applicable rules,
regulations or orders of the SEC.

Transfers to other IDS accounts

Two ways to request a withdrawal or transfer

1
By phone

Call between 7 a.m. and 6 p.m. Central time:

1-800-437-3463 (toll free) or
(612) 671-4902 (Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1112 (Minneapolis/St. Paul area)

o Maximum phone request: $50,000

o Transfers into an IDS account with the same ownership.

o We will honor any telephone request believed to be authentic and
will use reasonable procedures to confirm that they are, such as
asking identifying questions. As long as the procedures are
followed, neither IDSC nor IDS will be liable for any loss
resulting from fraudulent requests.

You may request that telephone withdrawals not be authorized from
your account by writing IDSC Client Service.
<PAGE>
PAGE 43
2
By mail

Send your name, account number and request for a withdrawal or
transfer to:

Regular mail:
IDS Certificate Company
Client Service
IDS Tower 10
Minneapolis MN 55440-0010

Express mail:
IDS Certificate Company
Client Service
733 Marquette Avenue
Minneapolis MN 55402

Written requests are required for:

o Transactions over $50,000.

o Pension plans and custodial accounts where the minor has reached
the age at which custodianship should terminate.

o Transferring into an IDS account with a different ownership (all
current registered owners must sign the request).

Three ways to receive payment when you withdraw funds

1
By regular or express mail

o Mailed to address on record; please allow seven days for mailing

o Payable to name(s) you requested

o For express mail, you will pay charges that vary depending on the
courier you select. These charges will be deducted from the
remaining balance, or from the proceeds of a full withdrawal.

2
By wire

o Minimum wire withdrawal: $500

o Request that money be wired to your bank

o Bank account must be in same ownership as IDSC account

o Pre-authorization required. Complete the bank wire authorization
section in the application or use a form supplied by your IDS
financial planner. All registered owners must sign.
<PAGE>
PAGE 44
o Service fee, if any, is deducted from your balance (for partial
withdrawals) or from the proceeds of a full withdrawal.

3
Electronic transfer

o Only for preauthorized recurring payments

o No charge

o Deposited electronically in your bank account

o 3-5 days from request to first deposit

Retirement plans: special policies

o Retirement plan withdrawals may be subject to withdrawal
penalties or loss of interest even if they are not subject to
federal tax penalties.

o If you withdraw all funds from your last account in an IRA plan
at IDS, a $25 termination fee will apply.

o The IRA termination fee will be waived if withdrawal occurs upon
the holder's death.

Transfer of ownership

While the certificate is not negotiable, IDSC will transfer
ownership upon written notification to IDSC Client Service.
However, if you have purchased your certificate for an IRA, 401(k)
plan or other qualified retirement plan, you may be unable to
transfer or assign the certificate without losing the account's
favorable tax status. Please consult your tax adviser or local IDS
Tax and Business Services tax professionals.

<PAGE>
PAGE 45
For more information

Taxes on your earnings

Retirement accounts

Consult your tax adviser or local IDS Tax and Business Services tax
professional (where available) to see how these rules apply to you
before you request a distribution from your plan or IRA.

Gifts to minors

<PAGE>
PAGE 46
Your Taxpayer Identification Numbers (TIN) and backup withholding:
As with any financial account you open, you must list your current
and correct Taxpayer Identification Number (TIN)--either your
Social Security or Employer Identification number. The TIN must be
certified under penalties of perjury on your application when you
open an account with IDSC.

You could also be subject to backup withholding because you failed
to report interest on your tax return as required.

To help you determine the correct TIN to use on various types of
accounts, please use this chart:

Use the Social Security or
For this type of account Employer Identification number of

Individual or joint The individual or first person listed
on the account

Custodian account of a minor The minor
(Uniform Gifts/Transfers to
Minors Act)

A living trust The grantor-trustee (the person who
puts the money into the trust)

An irrevocable trust, The legal entity (not the personal
pension trust or estate representative or trustee, unless no
legal entity is designated in the
account title)

Sole proprietorship or The owner or partnership
partnership

Corporate The corporation

Association, club or The organization
tax-exempt organization

For details on TIN requirements, ask your financial planner or
local IDS office for Federal Form W-9, Request for Taxpayer
Identification Number and Certification.

<PAGE>
PAGE 47
Foreign investors

Estate tax: If you are a nonresident alien and you die while
owning a certificate, IDSC will need a statement from persons IDSC
believes are knowledgeable about your estate. The statement must
be in a form satisfactory to IDSC and most tell us that, on your
date of death, your estate did not include any property in the
United States for U.S. estate tax purposes. If we do not receive
the statement, we generally will not take action regarding your
certificate until we receive a transfer certificate from the IRS.
In general, a transfer certificate requires the opening of an
estate in the United States and provides assurance that the IRS
will not claim your IDS certificate to satisfy estate taxes.

How your money is used and protected

Invested and guaranteed by IDSC

The IDS Cash Reserve Certificate is issued and guaranteed by IDSC,
a wholly owned subsidiary of IDS Financial Corporation (IDS). We
are by far the largest issuer of face amount certificates in the
United States, with total assets of more than $2.9 billion and a
net worth in excess of $161 million on Dec. 31, 1993.

We back our certificates by investing the money received and
keeping the invested assets on deposit. Our investments generate
interest and dividends, out of which we pay
o interest to certificate holders
<PAGE>
PAGE 48
o various expenses, including taxes, fees to IDS for advisory and
other services and distribution fees to IDS Financial Services Inc.
For a review of significant events relating to our business, see
"Management's discussion and analysis of financial condition and
results of operations."

Regulated by government

Because the IDS Cash Reserve Certificate is a security, its offer
and sale are subject to regulation under federal and state
securities laws. (It is a face-amount certificate--not a bank
product, an equity investment, a form of life insurance or an
investment trust.)

Backed by our investments

Our investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1993:

29% preferred stocks
27% government agency bonds
25% corporate and other bonds
10% mortgages
7% municipal bonds
2% cash and cash equivalents

Most of our investments are on deposit with IDS Bank & Trust,
Minneapolis, although we also maintain separate deposits as
required by certain states. IDS Bank & Trust is a wholly owned <PAGE>
PAGE 49
subsidiary of IDS. Copies of our Dec. 31, 1993 schedule of
Investments in Securities of Unaffiliated Issuers are available
upon request. For comments regarding the valuation, carrying
values and unrealized appreciation (depreciation) of investment
securities, see Notes 1, 2 and 3 to the Financial Statements.

Investment policies

Purchasing securities on margin: We will not purchase any
securities on margin or participate on a joint basis or a joint-
and-several basis in any trading account in securities.

Commodities: We have not and do not intend to purchase or sell
commodities or commodity contracts.

Real estate: We may invest directly in real estate, though we have
not generally done so in the past. We do invest in mortgage loans.

Lending securities: We may lend some of our securities to broker-
dealers and receive cash equal to the market value of the
securities as collateral. We invest this cash in short-term
securities. If the market value of the securities goes up, the
borrower pays us additional cash. During the course of the loan,
the borrower makes cash payments to us equal to all interest,
dividends and other distributions paid on the loaned securities. We
will try to vote these securities if a major event affecting our
investment is under consideration.

When-issued securities: Most of our investments are in debt
securities, some of which are purchased on a when-issued basis. It
may take as long as 45 days before these securities are issued and <PAGE>
PAGE 50
delivered to us. We generally do not pay for these securities or
start earning on them until delivery. We have established
procedures to ensure that sufficient cash is available to meet
when-issued commitments.

Options: We buy or sell various types of options contracts for
hedging purposes or as a trading technique to facilitate securities
purchases or sales.

Restrictions: There are no restrictions on concentration of
investments in any particular industry or group of industries or on
rates of portfolio turnover.

How your certificate is managed

Relationship between IDSC and IDS

Before IDSC was created, IDS, our parent company and organizer, had
issued similar certificates since 1894. IDSC and IDS have never
failed to meet their certificate payments.

Capital structure and certificates issued

IDSC has authorized, issued and has outstanding 150,000 shares of
common stock, par value of $10 per share. IDS owns all of the
outstanding shares.

As of Dec. 31, 1993, IDSC had issued (in face amount)
$12,314,170,599 of installment certificates and $11,517,014,625 of
single payment certificates.

<PAGE>
PAGE 51
Investment management and services

Under an Investment Advisory and Services Agreement, IDS acts as
our investment adviser and is responsible for:

o providing investment research,
o making specific investment recommendations
o executing purchase and sale orders according to our policy
of obtaining the best price and execution.

For its services, we pay IDS a monthly fee, equal on an annual
basis to a percentage of the total book value of certain assets:

0.75% of first $250 million
0.65% of next 250 million
0.55% of next 250 million
0.50% of next 250 million
0.45% of any amount over $1 billion

Excluded from assets for this computation are mortgage loans, real
estate, and any other asset on which we pay a service fee.

Advisory and services fees for the past three years were:

Percentage of
Year Total fees included assets

1993 $15,036,091 0.50%
1992 $17,851,271 0.50
1991 $19,787,451 0.49

Estimated advisory and services fees for 1994 are $13,867,000.

Other expenses payable by IDSC: The Investment Advisory and
Services Agreement provides that we will pay:
o costs incurred by us in connection with real estate and
mortgages,
o taxes,
o depository and custodian fees,
o brokerage commissions,
o fees and expenses for services not covered by other agreements
and provided to us at our request, or by requirement, by attorneys,
auditors, examiners and professional consultants who are not
officers or employees of IDS,
o fees and expenses of our directors who are not officers or
employees of IDS,
<PAGE>
PAGE 52
o provision for certificate reserves (interest accrued on
certificate holder accounts), and
o expenses of customer settlements not attributable to sales
function.

Distribution

Under a Distribution Agreement with IDS Financial Services Inc., we
pay for the distribution of this certificate as follows:
o 0.25% of the initial payment on the issue date of the
certificate, and
o 0.25% of the certificate's reserve at the beginning of the second
and subsequent quarters from issue date. This fee is not assessed
to your certificate account.

See Note 1 to Financial Statements regarding deferral of
distribution fee expense.

Employment of other American Express affiliates

Directors and officers

IDSC's directors, president and controller are elected annually for
a term of one year. The other executive officers are appointed by
the president.

We paid a total of $40,000 during 1993 to directors not employed by
IDS.

<PAGE>
PAGE 53
Board of Directors

David R. Hubers* Age 51. Director since 1987.

President and chief executive officer of IDS since 1993. Senior
vice president, chief financial officer and director since 1984.

Charles W. Johnson Age 64. Director since 1989.

Former vice president and group executive, Industrial Systems, with
Honeywell Inc. Retired 1989.

Edward Landes Age 74. Director since 1984.

Development consultant. Former sales manager - Supplies Division
and district manager - Data Processing Division of IBM Corporation.
Retired 1983.

Peter A. Lefferts* Age 52. Director since 1989.

Senior vice president - Banking and Certificates of IDS since 1989.
Director of IDS since 1987.

John V. Luck, Ph.D. Age 68. Director since 1987.

Former senior vice president - Science and Technology with General
Mills Inc. Employed with General Mills Inc. since 1970. Retired
1987.

James A. Mitchell* Age 52. Director and chairman of the board of
directors since 1994.

Senior vice president, IDS. President and Chief Executive Officer,
IDS Life Insurance Company.

Harrison Randolph Age 78. Director since 1968.

Gordon H. Ritz Age 66. Director since 1968.

President, Con Rad Broadcasting Corp. Director, Sunstar Foods and
Mid-America Publishing.

Stuart A. Sedlacek Age 36. Director and president of IDSC since
1994.

Vice president - Quantitative Investment Management from 1988 to
1994. Portfolio manager from 1988 to 1994.

*"Interested Person" of IDSC as that term is defined in Investment
Company Act of 1940.

<PAGE>
PAGE 54
Executive officers

Louis C. Fornetti Age 44. Vice president since 1990.

Senior Vice President - corporate controller and director of IDS
since 1988.

Morris Goodwin Jr. Age 42. Vice president and treasurer since
1989.

Vice president and corporate treasurer of IDS and IDS Financial
Services Inc. since 1989. Chief financial officer and treasurer of
IDS Bank & Trust from 1988 to 1989.

Colleen Curran Age 40. Secretary since 1990.

Secretary and assistant vice president of IDS since 1990. Senior
counsel to IDS since 1990. Counsel from 1985 to 1990.

Lorraine R. Hart Age 43. Portfolio manager, IDSC, since 1994.

Portfolio manager, IDS, since 1984.

John M. Knight Age 41. Vice president and controller since 1994.

Controller of certificate operations of IDS since 1989. Manager of
certificate operations from 1985 to 1989.

Bruce A. Kohn Age 43. Vice president and general counsel since
1993.

Counsel to IDS since 1992. Associate counsel from 1987 to 1992.

Stuart A. Sedlacek Age 36. President since 1994

F. Dale Simmons Age 56. Vice president - Real Estate Loan
Management since 1993.

Vice president, IDS, since 1992. Senior portfolio manager of IDS
since 1989. Assistant vice president from 1987 to 1992.

<PAGE>
PAGE 55
Auditors

Ernst & Young, Minneapolis, has audited the financial statements
for each of the years in the three-year period ended Dec. 31, 1993.
These statements are included in this prospectus. Ernst & Young is
also the auditor for American Express, the parent company of IDS
and IDSC.<PAGE>
PAGE 56
1992 compared to 1991
AGAIN--CHANGED TITLE DATE BUT FACTS ARE FROM 1991/90

Net investment income in 1991 was $50.7 million, 51% higher than in
1990. As in the comparison above, the primary reason was that
short-term interest rates declined much more than long-term rates,
causing a drop in rates credited on reserve liabilities that was
larger than the drop in IDSC's investment yields.

Gross investment income increased 6%, due to higher earnings from a
higher average balance of invested assets, partially offset by
lower investment yields.

Investment expenses increased 15% because of:
o higher distribution fees on certificates that provide for no
deferral of these fees;
o increased advisory and services fees due to a higher asset base
(on which these fees are calculated) during most of 1991;
o HIGHER? amortization of premiums paid for interest rate caps and
for index options used to hedge against changes in rates credited
on certificate liabilities.

Net provision for certificate reserves decreased 5%, primarily
reflecting lower accrual rates partially offset by a higher average
balance on certificate reserves.

Income taxes increased primarily because of higher tax income.

Liquidity and cash flow

IDSC's principal sources of cash are
o reserve payments from sales of face-amount certificates and
o cash flows from investments.

IDSC uses cash principally to
o pay certificate holders for matured certificates and withdrawals
o purchase investments and
o pay dividends to IDS.

Certificate sales

Although volume decreased 21% in 1992, total sales remained strong,
reflecting clients' desire for safety of principal. Sales of
single payment certificates totaled $1.1 billion, compared with
$1.4 billion in 1991, $1.6 billion during both 1990 and 1989 and
$917 million during 1988.

Investments

IDSC's investment program is designed to produce the highest
possible after-tax yield within acceptable risk standards, with
additional emphasis on liquidity in order to meet obligations to
certificate holders. The company normally holds securities until
maturity or retirement, at which time the carrying values are
expected to be recovered.<PAGE>
PAGE 57
During the past five years, volatility in the financial markets and
interest rates has increased the emphasis on short-term cash flow,
preservation of capital and liquidity. Because of this volatility
and the face that certificate reserve liabilities are subject to
short-term repricing, IDSC continues to invest most of its cash
flow in securities that provide liquidity through periodic payments
to interest and principal--notably sinking-fund preferred stock and
mortgage-backed securities.

As of Dec. 31, 1992, the value of securities carried at cost
decreased to $2.9 billion from $3.4 billion on Dec. 31, 1991.
These securities, comprising 88% of IDSC's total invested assets,
are well-diversified, with 95% rated investment grade. Other than
U.S. government agency mortgage-backed securities, no single issuer
represents more than 1%.

In 1992, reacting to changing interest rates, IDSC continued to
restructure part of its portfolio by selling $414 million of
securities and reinvesting the proceeds to achieve a better match
with certificate obligations. Cash flows from operations and
scheduled maturities of investments were more than adequate to fund
the net outflow of cash needed to meet these obligations.

During 1992, IDSC charged earnings with:

o $23.7 million of write-downs in the value of certain interest-
only, mortgage-backed securities. The writedowns were a result of
prepayments from refinancings and additional payments on the
underlying mortgages, stimulated by falling interest rates. As of
Dec. 31, 1992, the amortized cost of these securities was $30.2
million. During late February 1993, $14.6 million of this balance
was sold for $7.8 million. Future prepayments may result in
additional write-downs on 1993.

o $4.2 million of reserves for possible losses on its below-
investment-grade securities. IDSC does not generally invest in
such securities and is limited by regulation as to the amount it
can hold. Most of IDSC's holdings in these securities result from
downgrading after the securities were purchased. Management
believes that reserves are adequate for possible losses on
securities owned as of Dec. 31, 1992; however, future economic
factors could lower the ratings of securities owned and create a
need to recognize additional loss reserves.

Dividends

Cash dividends ranging from $12 million to $83.8 million were
declared in each of the years 1988 to 1992. In addition,
dividends-in-kind were declared, consisting of
o an investment security of $64.6 million in 1992. (See "Capital
contributions.")
o reductions in notes receivable from IDS of $25.5 million, $1.5
million and $6 million in 1991, 1989 and 1988, respectively.
<PAGE>
PAGE 58
Because of strong earnings expected in 1993 and capital in excess
of regulatory requirements, IDSC anticipates declaring regular cash
dividends of approximately $50 million in 1993.

Capital contributions

IDSC received capital contributions from IDS of
o $54.7 million in preferred stock of Fund America Companies, Inc.
in 1990
o $18.5 million in cash and $85.9 million in preferred stock of
Fund America Companies, Inc. in 1989.
American Express Company made capital contributions to several
subsidiaries in 1989; IDSC benefitted, through IDS, by receiving
support for the increased sales volumes in 1991, 1990 and 1989,
which allow for future growth and payment of regular dividends.

Because IDSC's assets decreased in 1992, management felt that
IDSC's holding in preferred stock of Fund America Companies, Inc.
was too large an exposure to a single credit risk and reduced this
exposure through the dividend-in-kind transfer of the stock to IDS.
To help meet IDSC's regulatory capital requirements, IDS
subsequently contributed capital of $52.3 million.

Ratios

The ratio of stockholder's equity to total assets less certificate
loans as of Dec. 31, 1992 was 5.34%, compared with 5.76% in 1991.
IDSC intends to manage this ratio to 5% in 1993, which meets
current regulatory requirements.

<PAGE>
PAGE 59
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c)
IDS INSTALLMENT CERTIFICATE
AND VARIATIONS
<TABLE>
<CAPTION>

Page
Item Caption in Number in
Number Prospectus Prospectus
<S> <C> <C>
Item 1. Forepart of the 1,61
Registration Statement
and Outside Front Cover
Page of Prospectus.

Item 2. Inside Front and Where to get information about 62,63
Outside Back Cover Pages IDSC; Table of Contents.
of Prospectus.

Item 3. Summary Informa- About the certificate 61, 64-70
tion, Risk Factors
and Ratio of Earnings
to Fixed Charges.

Item 4. Use of Proceeds. How your money is used and 77-79
protected; Investment policies

Item 5. Determination of Not Applicable. --
Offering Price.

Item 6. Dilution. Not Applicable. --

Item 7. Selling Security Not Applicable. --
Holders

Item 8. Plan of How your certificate 79-82
Distribution. is managed.

Item 9. Description of About the Certificate; 64-69
Securities to Be How to invest and withdraw 69-74
Registered. funds.
Taxes on your earnings. 74-77

Item 10. Interests of Not Applicable. --
Named Experts and Counsel.

<PAGE>
PAGE 60
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c) (Continued)

Page
Item Caption in Number in
Number Prospectus Prospectus

Item 11. Information with Invested and guaranteed by 77,78,79,80
Respect to the Registrant. IDSC; Regulated by government;
Relationship between IDSC and 82-84
IDS; Capital structure and
certificates issued; Directors
and Officers.

Item 12. Disclosure of Directors and Officers 84
Commission Position on
Indemnification for
Securities Act Liabilities.

</TABLE>

<PAGE>
PAGE 61

IDS Installment Certificate

Prospectus
April 27, 1994

Earns attractive rates to help you meet your savings objectives.

IDS Installment Certificates are issued by IDS Certificate Company
(IDSC). You can purchase this certificate with monthly investments
of at least $50 but not more than $5,000 (unless you receive prior
authorization from IDSC to invest more). Your principal is
guaranteed by IDSC. Your certificate earns interest, which is
declared every three months, guaranteed for a three-month period
and compounded monthly. In addition, you may receive bonus interest
payments if you make regular investments for specified periods.
Your certificate matures 10 years from its issue date.

This prospectus describes terms and conditions of your IDS
Installment Certificate. It contains facts that can help you decide
if the certificate is the right investment for you. Read the
prospectus before you invest and keep it for future reference. No
one has the authority to change the terms and conditions of the IDS
Installment Certificate as described in the prospectus, or to bind
IDSC by any statement not in it.

IDS Certificate Company
IDS Tower 10
Minneapolis, MN
55440-0010
1-800-437-3463 (toll free) or
(612) 671-4902 (Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1112 (Minneapolis/St. Paul area)

An American Express Company
<PAGE>
PAGE 62
Where to get information about IDSC

IDSC is subject to the reporting requirements of the Securities
Exchange Act of 1934. Reports and other information on IDSC are
filed with the Securities and Exchange Commission (SEC). Copies can
be obtained from the Public Reference Section of the SEC, 450 5th
Street, N.W., Washington, D.C. 20549, at prescribed rates. Or you
can inspect and copy information in person at the SEC's Public
Reference Section and at the following regional offices:

Region 1 New York, New York
75 Park Place 14th Floor
New York, NY 10007

Region 4 Chicago, Illinois
Everett McKinley Dirksen Building
219 S. Dearborn St. Room 1204
Chicago, IL 60604

Region 7 Los Angeles, California
5757 Wilshire Boulevard Suite 500
East Los Angeles, CA 90036-3648

Initial interest rates

IDSC guarantees a fixed rate of interest for each three-month
period during the life of your certificate. The rate for your first
three months will be within a specified range of the average rate
for bank money market accounts published in the most recent BANK
RATE MONITOR National Index TM, as explained under "About the
Certificate," below.

Here are the interest rates in effect on the date of this
prospectus, April 27, 1994:

Interest rate percentage yield* 2.96%
Effective annualized yield* 3.00%
* Assuming monthly compounding.

These rates may or may not be in effect when you apply to purchase
your certificate. Rates for later three-month periods are set at
the discretion of IDSC and may also differ from the rates shown
here.

We reserve the right to issue other securities with different
terms.

<PAGE>
PAGE 63
Contents

Table of contents

About the certificate

Investment amounts
Face amount and principal
Value at maturity
Receiving cash before maturity
Interest.
Bonus payments
Calculating your bonus

How to invest and withdraw funds

Buying your certificate
Full and partial withdrawals
Transfers to other IDS accounts
Qualified retirement plans: special policies
Transfer of ownership
For more information

Taxes on your earnings

Retirement accounts
Gifts to minors
Foreign investors

How your money is used and protected

Invested and guaranteed by IDSC
Regulated by government.
Backed by our investments
Investment policies

How your certificate is managed

Relationships between IDSC and IDS
Capital structure and certificates issued
Investment management and services
Distribution
Employment of other American Express affiliates
Directors and officers
Auditors

Annual financial information

Summary of selected financial information
Management's discussion and analysis of
financial condition and results of operations
Report of independent auditors
Balance sheet
Statement of operations
Statement of retained earnings
Statement of cash flows
Notes to financial statements

<PAGE>
PAGE 64
About the certificate

Investment amounts

You may purchase the IDS Installment Certificate in scheduled
monthly installments of at least $50 but not more than $5,000,
payable in U.S. currency. You may also make additional lump-sum
investments in any amount, as long as these investments plus your
scheduled payments over the life of the certificate do not total
more than $600,000.

Face amount and principal

The face amount of your certificate is the total of your scheduled
monthly investments during its 10-year life. The minimum face
amount is $6,000, or the total of 120 monthly investments of $50
each. Your maximum face amount cannot exceed $600,000. Your
principal is the amount you actually invest over the life of the
certificate. It is guaranteed by IDSC.

Value at maturity

Your certificate matures 10 years from its issue date. At maturity,
you will receive a check for the value of your certificate which
will be the total of your actual investments, plus credited
interest and any bonus payments, less withdrawals, penalties and
fees.

Receiving cash before maturity

If you need your money before your certificate matures, you may
withdraw part or all of its value at any time, less any penalties
that apply. Procedures for withdrawing money, as well as conditions
under which penalties apply, are described in "Full and partial
withdrawals" under "How to invest and withdraw funds."

Interest

Your payments earn interest from the date they are credited to your
account. Interest is compounded and credited at the end of each
certificate month (on the monthly anniversary of the issue date).

IDSC declares and guarantees a fixed rate of interest for each
three-month period during the life of your certificate. We
calculate the amount of interest you earn each certificate month
by:
o applying the interest rate then in effect to your balance
each day
o adding these daily amounts to get a monthly total
o subtracting interest accrued on any amount you withdraw
during the certificate month.

Interest is calculated on a 30-day month and 360-day year basis.<PAGE>
PAGE 65
Rates for new purchases: When your application is accepted, you
will receive a confirmation showing the rate that your investment
will earn for the first three-month period. IDSC guarantees that
this rate will be within a range from 25 basis points (0.25%) below
to 75 basis points (0.75%) above the average interest rate for bank
money market deposit accounts then published in the BANK RATE
MONITOR National Index (tm) (the BRM Index). For example, if the
average rate most recently published is 2.75%, our rate in effect
for that week would be between 2.50 and 3.50%. (Bank money market
deposit accounts are government insured.)

The BANK RATE MONITOR is a weekly magazine published in North Palm
Beach, FL by Advertising News Service Inc., an independent national
news organization that collects and disseminates information about
bank products and interest rates. Advertising News Service Inc. has
no connection with IDSC, IDS, or any of their affiliates. The BRM
Index used by IDSC is a 25-city index.

The BANK RATE MONITOR may be available in your local library. To
obtain information on the current BRM Index rates, call IDS
Certificate Service at:

800-437-3463 or
TTY: 800-846-4293.

Rates for new purchases are reviewed and may change weekly.
Normally, the rate you receive will be the higher of:

o the rate in effect on the date of your application
o the rate in effect on the date your application is
accepted by IDSC.

However if your application bears a date more than seven days
before its receipt by IDSC, the rate you receive will be the higher
of:
o the rate in effect on the date your application is
accepted by IDSC
o the rate in effect seven days prior to receipt.

Active or retired IDS employees, IDSC directors, IDS planners,
their immediate families and any U.S. employee of any affiliated
company of IDSC are guaranteed an initial rate 75 basis points
above the rate offered to the general public, reflecting the lower
distribution costs associated with such sales.

Rates for future periods: Interest on your certificate for future
three-month periods may be greater or less than the rates you
receive during the first three months. In setting future interest
rates, a primary consideration will be the prevailing investment
climate, including bank money market deposit account average rates
as reflected in the BRM Index. Nevertheless, we have complete
discretion as to what interest shall be declared beyond the initial
three-month period. At least six days in advance of each three-
month period, we will send you notice of the rate that your
certificate will earn for that period. If the BRM Index is no
longer publicly available or feasible to use, IDSC may use another,
similar index as a guide for setting rates.
<PAGE>
PAGE 66
Promotions and pricing flexibility: From time to time, IDSC may
sponsor or participate in promotions involving one or more of the
certificates and their respective terms. For example, we may offer
different rates to new clients, to existing clients, or to
individuals who have purchased other IDS products or used services
such as the CD transfer service, a service IDS offers to help you
transfer your money from a bank CD account into IDS Investments.

These promotions will generally be for a specified period of time.
If we offer a promotion, rates will be within the range of rates
described under "Rates for new purchases," above.

Performance

From February 1989 through February 1994, IDS Installment
Certificate yields were higher than average bank money market
deposit accounts and Super Now accounts, as measured by the BRM
Index:

* The graph compares past yields and should not be considered a
prediction of future performance. The certificate's yields reflect
its former policy, in effect through April 1992, of compounding
interest rates each calendar quarter. Monthly compounding is
reflected from May 1992 through February 1994.

Bonus payments

If you make regular investments over a period of 24 months or more,
IDSC will pay you a monthly bonus. Your bonus will be a percentage
of your weighted average monthly investment (WAMI). This percentage
will increase from year three through year six if you continue to
make regular investments:
<TABLE>
<CAPTION>
Minimum Totaling at Over this Monthly Percentage
number least this time bonus of WAMI*
of monthly minimum period during
investments amount period
<S> <C> <C> <C> <C>
20 $1,200 years 1-2 year 3 5%
additional 10 $600 year 3 year 4 8%
additional 10 $600 year 4 year 5 10%
additional 10 $600 year 5 year 6 20%

* calculated from issue through the last month of the preceding
period
</TABLE>
Bonus payments are credited to your account at the end of each
certificate month. They immediately become part of your balance and
begin to earn interest.

The illustrations below show the cumulative effect of bonus
payments on a hypothetical investment. Suppose you invest $100 per
month, receive interest at a constant rate of 2.96% (an effective
annual yield of 3.00%, assuming a Jan. 1 purchase) and make no
additional lump-sum investments and no withdrawals. (The rate and <PAGE>
PAGE 67
yield are for illustration only and may not be in effect when you
purchase your certificate.) Your interest, balance and average
annual yield would increase as follows:
<TABLE>
<CAPTION>

Without bonus Added by bonus Total with bonus

Cumulative Cumulative Balance Cumulative Cumulative Balance Average
investments interest on bonus interest annual
investment on bonus yield*
<S> <C> <C> <C> <C> <C> <C> <C>
1st year end $1,200.00 $19.42 $1,219.42 $ 0.00 $0.00 $1,219.42 3.00%
2nd year end 2,400.00 75.42 2,475.42 0.00 0.00 2,475.42 3.00
3rd year end 3,600.00 169.11 3,769.11 60.00 0.97 3,830.08 4.06
4th year end 4,800.00 301.62 5,101.62 156.00 4.35 5,261.97 4.54
5th year end 6,000.00 474.11 6,474.11 276.00 11.10 6,761.21 4.72
6th year end 7,200.00 687.78 7,887.78 516.00 23.60 8,427.38 5.18

* Average from date of issue to end of year indicated.
</TABLE>
Important: The increase in yield that you receive from bonus
payments may be more or less than in the example, depending upon
interest rates during the six years following issue of your
certificate. If actual interest rates are higher than in the
example, the effect of the bonus will be less. For example, at a
7.00% interest rate, bonus payments would raise the certificate's
average annual yield from issue through year six by 2.06%, compared
to 2.18% (5.18 - 3.00) in the example. If actual interest rates are
lower than in the example, the increase in the average annual yield
would be somewhat more than 2.18%.

Calculating your bonus

To determine your bonus we:

o first calculate your average monthly investment over the
life of your certificate, weighting it to reflect the
amount of time each dollar has been invested (your
weighted average monthly investment). Money invested
early is given more weight than money invested later.

o then calculate your monthly bonus as a specified
percentage of your weighted average monthly investment .

Here is an example to illustrate the two calculations: Suppose you
make 24 consecutive monthly investments - $100 per month for the
first six months and $150 per month thereafter (a total of $3300).

Month Investment X Months held = Weighted value

1 $100 24 $2,400
2 100 23 2,300
3 100 22 2,200
4 100 21 2,100
5 100 20 2,000
6 100 19 1,900
7... 150 18... 2,700
24 150 1 150
SUM $3,300 300 $38,550

<PAGE>
PAGE 68
To weight each investment, we multiply it by the number of months
we hold it - 24 months for the first $100 investment, 23 for the
second, etc. We hold your first $150 investment for 18 months, so
its weighted value is $150 x 18, or $2,700. We continue through
your final $150 investment, which has a weight of one.

Step 1 We add the weighted values: $2,400 +
$2,300+...+$150 = $38,550
We add the numbers of months held.:
24+23+22+...+1 = 300

Step 2 We divide the sum of weighted values by the sum of months
held: $38,550 divided by 300 = $128.50 - your weighted
average monthly investment at the end of 24 months.

Step 3 We multiply your weighted average monthly investment by
the applicable bonus percentage (5% in the third year);
5% of $128.50 = $6.43 - your bonus payment each month in
year 3, a total of $77.16 for the year.

This procedure is repeated in months 36, 48 and 60 to calculate
your weighted average monthly investment from issue through years
three, four and five, respectively. These weighted averages are
then multiplied by the applicable percentages - 8%, 10% and 20% -
to determine monthly bonus payments for years 4, 5 and 6,
respectively.

Effect of partial withdrawals: If you withdraw part of your
principal, you will not receive credit toward a bonus for the
sum(s) you withdraw. The weighted sum of your investments will
decrease in proportion to the amount of principal you withdraw, and
your bonus will be reduced accordingly. Using the example above, if
you withdrew $1,000 before the end of the 24th month, your $3300
total investment would decrease by 30.3%. We would adjust by
30.3 %:

o the weighted sum of your investments, from $38,550 to
$26,869
o your weighted average monthly investment, to $89.56
($26,869 divided by 300), and
o your third-year bonus to $4.48 per month (5% of $89.56),
or $53.76 for the year.

Withdrawals may also affect your eligibility for bonus payments in
the third through sixth years. To remain eligible you must maintain
a balance at least equal to the amount you would have accumulated
if you had invested the required minimum of $600 per year. You will
become ineligible if withdrawals reduce your balance below this
level.

Other eligibility policies: If you have not made the required
regular investments specified earlier, you may not receive bonus
payments in the year bonuses would normally be paid. But you may
become eligible during the next bonus period by making the required
investments in the next year. For example, assume that you make the
required investments for the first 24 months and receive bonus
payments in the third year. But during the third year, you make <PAGE>
PAGE 69
only three monthly investments. In that case, you would not receive
the bonus payments that would normally be made in the fourth year.
However, if you make all your regular monthly investments in the
fourth year, and your account principal balance reaches the
required equivalent of 48 investments of $50 per month ($2,400 at
the end of the fourth year), then you would qualify for bonus
payments in year five, based on the new weighted average monthly
investment.

Interest rate from years seven through ten: From year seven until
your certificate matures, you will receive interest rates
comparable to a one-year fixed-rate investment. A rate will be
declared during the 72nd month and guaranteed for a three-month
period starting in the 73rd month. Thereafter, the rate will be
declared every three months and guaranteed for three-month periods.

How to invest and withdraw funds
Buying your certificate

Important: When opening an account, you must provide IDSC with your
correct Taxpayer Identification Number (Social Security or Employer
Identification Number). See "Taxes on your earnings."

Once your account is set up, there are several convenient ways to
make monthly investments.

Purchase policies:

You have 15 days from the date of purchase to cancel your
investment without penalty by either writing or calling IDSC Client
Service at the address or phone number on the cover of this
prospectus. If you decide to cancel your certificate within this
15-day period, you will not earn any interest.

o If you purchase a certificate with a personal check or
other non-guaranteed funds, IDS must convert your check
to federal funds (e.g., monies of member banks within the
Federal Reserve Bank) before your purchase will be
accepted and you begin earning interest. This could take
up to two business days.

o IDSC has the authority to determine whether to accept an
application.

o If you make no investments for a period of at least 12
consecutive months and your principal is less than $100,
we may send you a notice of our intent to cancel the
certificate. After the notice, if an investment is not
made within 30 days, your certificate will be canceled
and we will send you a check for its full value.<PAGE>
PAGE 70
A number of special policies apply to purchases, withdrawals and
exchanges within IRAs, 401(k) plans and other qualified retirement
plans. See "Qualified retirement plans: special policies."
<TABLE>
<CAPTION>
Two ways to make monthly investments
<S> <C> <C>
1 Contact your financial planner To cancel a bank
By scheduled to set up one of the following authorization, you must
investment scheduled plans: instruct IDSC in writing or
plan over the phone. We must
o bank authorization (automatic receive notice at least
deduction from your bank three business days before
account) the date funds would
normally be withdrawn
o automatic payroll deduction from your bank account.
Bank authorizations will
o direct deposit of Social automatically be stopped
Security check at maturity or full
withdrawal.
o other plan approved by IDSC

2
By mail

Send your check along with your name and account number to:

Regular mail: Express mail:
IDS Certificate Company IDS Certificate Company
Client Service Client Service
IDS Tower 10 733 Marquette Avenue
Minneapolis, MN 55440-0010 Minneapolis, MN 55402
</TABLE>
Full and partial withdrawals

You may withdraw your certificate for its full value or make a
partial withdrawal of $100 or more at any time. However:

o Full and partial withdrawals of principal in the first
three years are subject to penalties, described below.
o You may not make a partial withdrawal if it would reduce
your certificate balance to less than $250. If you
request such a withdrawal, we will contact you for
revised instructions.
o As noted earlier, withdrawals during the first six years
will affect the amount of your bonus payments and may
make you ineligible for a bonus. See "Bonus payments."

Penalties for early withdrawal: If you withdraw money within three
years after the certificate was purchased, you will pay a penalty
of 2% of the principal withdrawn. (The 2% penalty is waived upon
death of the certificate holder.)

<PAGE>
PAGE 71
When you request a full or partial withdrawal, we pay the amount
you request

o first from interest and bonus payments credited to your
account
o then from the principal of your certificate.

For example, suppose this is your balance at the end of the second
year:

Total investments $7,200.00
Interest and bonus credited $488.61
Total balance $7,688.61

If you request a $1,000 check, we would withdraw funds in this
order:

Credited interest and bonus $ 488.61
Withdrawal of principal $ 511.39
Total requested withdrawal $1,000.00

In addition, we would have to withdraw funds to cover the full
withdrawal penalty:

Principal withdrawn $511.39
Withdrawal penalty % 2%
Withdrawal penalty $ 10.23

The total transaction would be:

Beginning balance $7,688.61
Credited interest and bonus withdrawn ($488.61)
Principal withdrawn ($511.39)
Withdrawal penalty (also from principal) ($10.23)
Remaining balance $6,678.38

Loss of Interest: If you make a withdrawal at any time other than
the last day of the certificate month, you will lose interest
accrued on the withdrawal amount since the end of the last
certificate month.

Other full and partial withdrawal policies:

o Good Funds policy, if you request a partial or full
withdrawal of a certificate recently purchased or added
to by a check or money order that is not guaranteed, we
will wait for your check to clear. Please expect a
minimum of 10 days from the date of purchase before IDSC
mails a check to you. (A check may be mailed earlier if
the bank provides evidence that your check has cleared.)

o If your certificate is pledged as collateral, any
withdrawal will be delayed until we get approval from the
secured party.

o Any payments to you may be delayed under applicable
rules, regulations or orders of the SEC.
<PAGE>
PAGE 72
Transfers to other IDS accounts

Two ways to request a withdrawal or transfer

1
By phone

Call between 7 a.m. and 6 p.m. Central time.

1-800-437-3463 (toll free) or
(612) 671-4902 (Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1112 (Minneapolis/St. Paul area)

o Maximum phone request: $50,000

o Transferring into an IDS account with the same ownership.

o We will honor any telephone request believed to be
authentic and will use reasonable procedures to confirm
that they are, such as asking indentifying questions. As
long as the procedures are followed, neither IDSC nor IDS
will be liable for any loss resulting from fraudulent
requests.

You may request that telephone withdrawls not be authorized from
your account by writing IDSC Client Service.

2
By mail

Written requests are required for:

o Transactions over $50,000.

o Pension plans and custodial accounts where the minor has
reached the age at which custodianship should terminate.

o Transfers to another IDS account with different
ownership. (All current registered owners must sign the
request.)

Send your name, account number and request for a withdrawal or
transfer to:

Regular mail:
IDS Certificate Company
Client Service
IDS Tower 10
Minneapolis, MN
55440-0010
<PAGE>
PAGE 73
Express mail:
IDS Certificate Company
Client Service
733 Marquette Ave.
Minneapolis, MN 55402

Three ways to receive payment when you withdraw funds

1
By regular or
express mail

o Mailed to address on record; please allow seven days for
mailing

o Payable to name(s) you requested

o For express mail, you will pay charges that vary
depending on the courier you select. Cost for partial
withdrawals is deducted from the remaining balance, or
from the proceeds for full withdrawals.

2
By wire

o Minimum wire withdrawal: $500

o Request that money be wired to your bank

o Bank account must be in same ownership as IDSC account

o Pre-authorization required. Complete the bank wire
authorization section in the application or use a form
supplied by your IDS financial planner. All registered
owners must sign.

o A service fee, if any, may be deducted from your balance
(for partial withdrawals) or from the proceeds of a full
withdrawal.

3
Electronic
transfer

o Only for preauthorized, recurring payments
o No charge
o Deposited electronically in your bank account
o 3-5 days from request to first deposit

Qualified retirement plans: special policies

o If the certificate is purchased for a 401(k) plan or other
qualified retirement plan account, the terms and conditions of
the certificate apply to the plan as the holder of this
certificate. However, the terms of the plan, as interpreted by
the plan trustee or administrator, will determine how a
participant's individual account under the plan is
administered. These terms may differ from the terms of the
certificate.<PAGE>
PAGE 74
o The annual custodial fee for IRA or non-401(k) qualified
retirement plans may be deducted from your certificate
account. It may reduce the amount payable at maturity or the
amount received upon an early withdrawal.

o Retirement plan withdrawals may be subject to withdrawal
penalties or loss of interest even if they are not subject to
federal tax penalties.

o We will waive withdrawal charges on withdrawals for IRA
accounts of clients who have reached age 70 1/2.

o If you withdraw all funds from your last account in an IRA
plan at IDS, a $25 termination fee will apply.

o The IRA termination fee will be waived if withdrawal occurs
upon the holder's death.

Transfer of ownership

For more information

800-437-3463 or
TTY: 800-846-4293.

Taxes on your earnings

Interest on your certificate, including interest on bonus payments,
is taxable when credited to your account. Each calendar year we
provide certificate holders and the IRS with reports of all
earnings over $10 (Form 1099). Withdrawals are reported to the
certificate holder and the IRS on Form 1099-B, Proceeds from Broker
Transactions.

Retirement accounts

<PAGE>
PAGE 75
IDSC will withhold federal income taxes of 10% on IRA withdrawals
unless you tell us not to. IDSC is required to withhold federal
income taxes of 20% on most other qualified plan distributions,
unless the distribution is directly rolled over to another
qualified plan or IRA.

Consult your tax adviser or local IDS Tax and Business Services tax
professional (where available) to see how these rules apply to you
before you request a distribution from your plan or IRA.

Gifts to minors

The certificate may be given to a minor under either the Uniform
Gifts or Uniform Transfers to Minors Act (UGMA/UTMA), whichever
applies in your state. UGMAs/ UTMAs are irrevocable. Generally,
under federal tax laws, income over $1,200 on property owned by
children under age 14 will be taxed at the parents' marginal tax
rate, while income on property owned by children 14 or older will
be taxed at the child's rate.

Your taxpayer Identification Number (TIN) is important: As with any
financial account you open, you must list your current and correct
Taxpayer Identification Number (TIN) - either your Social Security
or Employer Identification number. The TIN must be certified under
penalties of perjury on your application when you open an account
with IDSC.

o a $50 penalty for each failure to supply your correct TIN

o a civil penalty of $500 if you make a false statement
that results in no backup withholding

o criminal penalties for falsifying information.

You could also be subject to backup withholding because you failed
to report interest on your tax return as required.

To help you determine the correct TIN to use on various types of
accounts, please use this chart:

<PAGE>
PAGE 76
How to determine the correct TIN

For this type of account:

Individual or joint account

Custodian account of a minor
(Uniform Gifts/Transfers
to Minors Act)

A living trust

An irrevocable trust,
pension trust or estate

Sole proprietorship
or partnership

Corporate

Association, club or
tax-exempt organization

Use the Social Security or
Employer Identification number of:

The individual or first person listed on the account

The minor

The grantor-trustee
(the person who puts the money into the trust)

The legal entity
(not the personal representative or trustee, unless no legal entity
is designated in the account title)

The owner or partnership

The corporation

The organization

For details on TIN requirements, ask your financial planner or
local IDS office for Federal Form W-9, Request for Taxpayer
Identification Number and Certification.

Foreign investors

If you are not a citizen or resident of the United States, you must
supply IDSC with Form W-8, Certificate of Foreign Status when you
purchase your certificate, and you must resupply it every three
years. You must also supply both a current mailing address and an
address of foreign residency, if different. IDSC will not accept
purchases of certificates by nonresident aliens without an
appropriately certified Form W-8 (or approved substitute). Also, if
you do not supply Form W-8 you will be subject to backup
withholding on interest payments and withdrawals.
<PAGE>
PAGE 77
Interest on the certificate is "portfolio interest" as defined in
U.S. Internal Revenue Code Section 871(h) if earned by a
nonresident alien. Even though your interest income is not taxed by
the U.S. government, it will be reported at year end to you and to
the U.S. government on a Form 1042S, Foreign Person's U.S. Source
Income Subject to Withholding. The United States participates in
various tax treaties with foreign countries, which provide for
sharing of tax information.

Important: This information is a brief and selective summary of
certain federal tax rules that apply to this certificate. Tax
matters are highly individual and complex, and you should consult a
qualified tax adviser or your IDS Tax and Business Services tax
professional about your personal situation.

How your money is used and protected

Invested and guaranteed by IDSC

The IDS Installment Certificate is issued and guaranteed by IDSC, a
wholly owned subsidiary of IDS Financial Corporation (IDS). We are
by far the largest issuer of face amount certificates in the United
States, with total assets of more than $2.9 billion and a net worth
in excess of $161 million on Dec. 31, 1993.

We back our certificates by investing the money received and
keeping the invested assets on deposit. Our investments generate
interest and dividends, out of which we pay

o interest to certificate holders
o various expenses, including taxes, fees to IDS for
advisory and other services and distribution fees to IDS
Financial Services Inc.

For a review of significant events relating to our business, see
"Management's discussion and analysis of financial condition and
results of operations."

Most banks and thrifts offer investments known as certificates of
deposit that are similar to our certificates in many ways. Early
withdrawal of bank CDs often results in penalties. Banks and
thrifts generally have federal deposit insurance for their deposits
and lend much of the money you deposit to individuals, businesses
and other enterprises. Other financial institutions may offer
investments with comparable combinations of safety and return on
investment.<PAGE>
PAGE 78
Regulated by government

Because the IDS Installment Certificate is a security, its offer
and sale are subject to regulation under federal and state
securities laws. (It is a face amount certificate -- not a bank
product, an equity investment, a form of life insurance or an
investment trust.)

The federal Investment Company Act of 1940 requires us to keep
investments on deposit in a segregated custodial account to protect
all of our outstanding certificates. These investments back the
entire value of your certificate account. Their carrying value must
exceed the required carrying value of the outstanding certificates
by at least $250,000. As of Dec. 31, 1993, the carrying value of
these investments exceeded the required carrying value of our
outstanding certificates by more than $118 million.

Backed by our investments

Our investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1993:

Type of investment Net amount invested
Preferred stocks 29%
Government agency bonds 27
Corporate and other bonds 25
Mortgages 10
Municipal bonds 7
Cash and cash equivalents 2

More than 95% of our securities portfolio (bonds and preferred
stocks) are rated investment grade. For additional information
regarding securities ratings, please refer to Note 3B in the
Financial Statements.

Most of our investments are on deposit with IDS Bank & Trust,
Minneapolis, although we also maintain separate deposits as
required by certain states. IDS Bank & Trust is a wholly owned
subsidiary of IDS. Copies of our Dec. 31, 1993, schedule of
Investments in Securities of Unaffiliated Issuers are available
upon request. For comments regarding the valuation, carrying values
and unrealized appreciation (depreciation) of investment
securities, see Notes 1, 2 and 3 to the Financial Statements.

Investment policies

In deciding how to diversify the portfolio -- among what types of
investments in what amounts -- the officers and directors of IDSC
use their best judgment, subject to applicable law. The following
policies currently govern our investment decisions:

Purchasing securities on margin: We will not purchase any
securities on margin or participate on a joint basis or a joint-
and-several basis in any trading account in securities.

Commodities: We have not and do not intend to purchase or sell
commodities or commodity contracts.
<PAGE>
PAGE 79
Underwriting: We do not intend to engage in the public distribution
of securities issued by others. However, if we purchase
unregistered securities and later resell them, we may be considered
an underwriter under federal securities laws.

Borrowing money: From time to time we have established a line of
credit if management believed borrowing was necessary or desirable.
While a line of credit does not currently exist, it may be
established again in the future. We may pledge some of our assets
as security. We may occasionally use repurchase agreements as a way
to borrow money. Under these agreements, we sell debt securities to
our lender, and repurchase them at the sales price plus an agreed-
upon interest rate within a specified period of time.

Real estate: We may invest directly in real estate, though we have
not generally done so in the past. We do invest in mortgage loans.

Lending securities: We may lend some of our securities to broker-
dealers and receive cash equal to the market value of the
securities as collateral. We invest this cash in short-term
securities. If the market value of the securities goes up, the
borrower pays us additional cash. During the course of the loan,
the borrower makes cash payments to us equal to all interest,
dividends and other distributions paid on the loaned securities. We
will try to vote these securities if a major event affecting our
investment is under consideration.

When-issued securities: Most of our investments are in debt
securities, some of which are purchased on a when-issued basis. It
may take as long as 45 days before these securities are issued and
delivered to us. We generally do not pay for these securities or
start earning on them until delivery. We have established
procedures to ensure that sufficient cash is available to meet
when-issued commitments.

Options: We buy or sell various types of options contracts for
hedging purposes or as a trading technique to facilitate securities
purchases or sales.

Restrictions: There are no restrictions on concentration of
investments in any particular industry or group of industries or on
rates of portfolio turnover.

How your certificate is managed

Relationship between IDSC and IDS

Before IDSC was created, IDS, our parent company and organizer, had
issued similar certificates since 1894. IDSC and IDS have never
failed to meet their certificate payments.

<PAGE>
PAGE 80
During its many years in operation, IDS has become a leading
manager of investments in mortgages and securities. As of Dec. 31,
1993, IDS managed investments, including its own, of more than $99
billion. A wholly owned subsidiary, IDS Financial Services Inc.,
provides a broad range of financial planning services for
individuals and businesses through its nationwide network of more
than 175 offices and more than 7,000 financial planners. IDS
itself is a wholly owned subsidiary of American Express, a
financial services company with executive offices at American
Express Tower, World Financial Center, New York NY.

American Express and its subsidiaries own or manage over $400
billion in assets.

IDS Financial Services Inc., is not a bank, and the securities
offered by it, such as face amount certificates issued by IDSC, are
not backed or guaranteed by any bank, nor are they insured by the
FDIC.

Capital structure and certificates issued

IDSC has authorized, issued and has outstanding 150,000 shares of
common stock, par value of $10 per share. IDS owns all of the
outstanding shares.

As of Dec. 31, 1993, IDSC had issued (in face amount)
$12,314,170,599 of installment certificates and $11,517,014,625 of
single payment certificates.

Investment management and services

Under an Investment Advisory and Services Agreement , IDS acts as
our investment adviser and is responsible for:

o providing investment research,

o making specific investment recommendations

o executing purchase and sale orders according to our
policy of obtaining the best price and execution

For its services, we pay IDS a monthly fee, equal on an annual
basis to a percentage of the total book value of certain assets.

Percentage of total book value Asset

First $250 million 0.75%
Next 250 million 0.65%
Next 250 million 0.55%
Next 250 million 0.50%
Any amount over $1 billion 0.45%

<PAGE>
PAGE 81
Excluded from assets for this computation are mortgage loans, real
estate, and any other asset on which we pay a service fee.

Advisory and services fees for past three years:

Percentage of
Year Total fees included assets

1993 $15,036,091 0.50%
1992 $17,851,271 0.50%
1991 $19,787,451 0.49%

Estimated advisory and services fees for 1994 are $13,867,000.

Other expenses payable by IDSC: The Investment Advisory and
Services Agreement provides that we will pay:

o costs incurred by us in connection with real estate and
mortgages,

o taxes,

o depository and custodian fees,

o brokerage commissions,

o fees and expenses for services not covered by other agreements
and provided to us at our request, or by requirement, by
attorneys, auditors, examiners and professional consultants
who are not officers or employees of IDS,

o fees and expenses of our directors who are not officers or
employees of IDS,

o provision for certificate reserves (interest accrued on
certificate holder accounts), and

o expenses of customer settlements not attributable to sales
function.

Distribution

Under a Distribution Agreement with IDS Financial Services Inc., we
pay for the distribution of this certificate as follows:

o 6% of the first 60 monthly scheduled payments, or the
equivalent, received during the first five years after the
issue date of the certificate; and

o 0.5 % of the average daily certificate balance during the
sixth through the 10th year.

This fee is not assessed to your certificate account.

Total distribution fees paid to IDS Financial Services Inc. for all
series of certificates amounted to $26,541,948 during the year
ended Dec. 31, 1992. We expect to pay IDS Financial Services Inc.
distribution fees amounting to $27,258,000 during 1994.<PAGE>
PAGE 82
See Note 1 to Financial Statements regarding deferral of
distribution fee expense.

Employment of other American Express affiliates

IDS may employ Lehman Brothers Inc. or another affiliate of
American Express as executing broker for our portfolio transactions
only if:

o we receive prices and executions at least as favorable as
those offered by qualified independent brokers performing
similar services;

o the affiliate charges us commissions consistent with those
charged to comparable unaffiliated customers for similar
transactions; and

o the affiliate's employment is consistent with the terms of the
current Investment Advisory and Services Agreement and federal
securities laws.

Directors and officers

IDSC's directors, president and controller are elected annually for
a term of one year. The other executive officers are appointed by
the president.

We paid a total of $40,000 during 1993 to directors not employed by
IDS.

Board of Directors

David R. Hubers
Age 51. Director since 1987.

President and chief executive officer of IDS since 1993. Senior
vice president, chief financial officer and director` since 1984.

Charles W. Johnson
Age 64. Director since 1989.

Former vice president and group executive, Industrial Systems, with
Honeywell Inc. Retired 1989.

Edward Landes
Age 74. Director since 1984.

Development consultant. Former sales manager - Supplies Division
and district manager - Data Processing Division of IBM Corporation.
Retired 1983.

<PAGE>
PAGE 83
Peter A. Lefferts
Age 52. Director since 1989.

Senior vice president - Banking and Certificates of IDS since 1989.
Director of IDS since 1987.

John V. Luck, Ph.D.
Age 68. Director since 1987.

Former senior vice president - Science and Technology with General
Mills Inc. Employed with General Mills Inc. since 1970. Retired
1987.

James A. Mitchell*
Age 52. Director and chairman of the board of directors since
1994.

Senior Vice President, IDS. President and Chief Executive Officer,
IDS Life Insurance Company.

Harrison Randolph
Age 78. Director since 1968.

Gordon H. Ritz
Age 66. Director since 1968.

President, Con Rad Broadcasting Corp. Director, Sunstar Foods and
Mid-America Publishing.

Stuart A. Sedlacek
Age 36. Director and president of IDSC since 1994.

Vice President -- Quantitive Innvestment Management from 1988 to
1994. Portfolio manager from 1988 to 1994.

*"Interested Person" of IDSC as that term is defined in Investment
Company Act of 1940.

Executive officers

Colleen Curran
Age 40. Secretary since 1990.

Secretary and assistant vice president of IDS since 1990. Senior
counsel to IDS since 1990. Counsel from 1985 to 1990.

Louis C. Fornetti
Age 44. Vice president since 1990.

Senior Vice President - Corporate controller and director of IDS
since 1988. Vice president - corporate controller from 1985 to
1988.

Morris Goodwin Jr.
Age 42. Vice president and treasurer since 1989.

Vice president and corporate treasurer of IDS and IDS Financial
Services Inc. since 1989. Chief financial officer and treasurer of
IDS Bank & Trust from 1988 to 1989.<PAGE>
PAGE 84
Lorraine R. Hart
Age 43. Portfolio manager, IDSC, since 1994.

Portfolio manager, IDS, since 1984.

John M. Knight
Age 41. Vice president and controller since 1994.

Controller of certificate operations of IDS since 1989. Manager of
certificate operations from 1985 to 1989.

Bruce A. Kohn
Age 43. Vice president and general counsel since 1993.

Counsel to IDS since 1992. Associate counsel from 1987 to 1992.

Peter A. Lefferts
Age 52. President since 1989.

Stuart A. Sedlacek Age 36. President since 1994.

F. Dale Simmons
Age 56. Vice President - Real Estate Loan Management since 1993.

Vice president, IDS since 1992. Senior portfolio manager of IDS
since 1989. Assistant vice president from 1987 to 1992.

Auditors

<PAGE>
PAGE 85
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c)
IDS FUTURE VALUE CERTIFICATE
AND VARIATIONS
<TABLE>
<CAPTION>

Page
Item Caption in Number in
Number Prospectus Prospectus
<S> <C> <C>
Item 1. Forepart of the 1,87
Registration Statement
and Outside Front Cover
Page of Prospectus.

Item 2. Inside Front and Where to get information about 88
Outside Back Cover Pages IDSC; Table of Contents.
of Prospectus.

Item 3. Summary Informa- About the certificate 87, 90-92
tion, Risk Factors
and Ratio of Earnings
to Fixed Charges.

Item 4. Use of Proceeds. How your money is used and 90
protected; Investment policies

Item 5. Determination of Not Applicable. --
Offering Price.

Item 6. Dilution. Not Applicable. --

Item 7. Selling Security Not Applicable. --
Holders

Item 8. Plan of How your certificate 106-108
Distribution. is managed.

Item 9. Description of About the Certificate; 90-92
Securities to Be How to invest and withdraw 93-99
Registered. funds.
Taxes on your earnings. 100-102

Item 10. Interests of Not Applicable. --
Named Experts and Counsel.

<PAGE>
PAGE 86
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c) (Continued)

Page
Item Caption in Number in
Number Prospectus Prospectus

Item 11. Information with Invested and guaranteed by 103,106
Respect to the Registrant. IDSC; Regulated by government;
Relationship between IDSC and
IDS; Capital structure and
certificates issued; Directors 108-110
and Officers.

Item 12. Disclosure of Directors and Officers 110
Commission Position on
Indemnification for
Securities Act Liabilities.

/TABLE
<PAGE>
PAGE 87

IDS Future Value Certificate

Prospectus April 27, 1994

IDS Future Value Certificates are issued by IDS Certificate Company
(IDSC). You can purchase this certificate with any amount from
$1,000 to $1 million (unless you receive prior authorization from
IDSC to invest more). Your certificate earns a fixed interest rate
for maturities of four through ten years. At maturity, IDSC
guarantees you will receive your principal plus interest less any
withdrawals or penalties. Your interest rate will be determined as
described in "Interest" under "About the certificate."

This prospectus describes terms and conditions of your IDS Future
Value Certificate. It contains facts that can help you decide if
the certificate is the right investment for you. Read the
prospectus before you invest and keep it for future reference. No
one has the authority to change the terms and conditions of the IDS
Future Value Certificate as described in the prospectus, or to bind
IDSC by any statement not in it.

IDS Certificate Company
IDS Tower 10
Minneapolis, MN 55440-0010

1-800-437-3463 (toll free) or
(612) 671-4902 (Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1112 (Minneapolis/St. Paul area)

An American Express Company<PAGE>
PAGE 88
Where to get information about IDSC

Region 1 New York, New York Region 4 Chicago, Illinois
75 Park Place 14th Floor Everett McKinley Dirksen Building
New York, NY 10007 219 S. Dearborn St. Room 1204
Chicago, IL 60604

Region 7 Los Angeles, California
5757 Wilshire Boulevard Suite 500
East Los Angeles, CA 90036-3648

Initial interest rates

IDSC guarantees for the maturity you choose:

o a fixed rate of interest

o the rate will be within a specified range of the average quoted
U.S. Treasury bond yields for comparable maturities

Here are the interest rates in effect on the date of this
prospectus, April 27, 1994:

Future Value
of $1.00
Simple Effective invested today
Interest Annualized Payable at
Maturity Rate* Yield** Maturity
_________________________________________________________________
4 year 4.70% 4.80% $1.21
5 year 5.03 5.15 1.29
6 year 5.37 5.50 1.38
7 year 5.60 5.75 1.48
8 year 5.79 5.95 1.59
9 year 6.03 6.20 1.72
10 year 6.17 6.35 1.85
__________________________________________________________________
*This is the rate in effect for investments under $25,000. Rates
may depend on the factors described in "Interest" under "About the
certificate."
**Assuming monthly compounding.

These rates may or may not be in effect when you apply to purchase
your certificate. Rates for later periods are set at the
discretion of IDSC and may also differ from the rates shown here.
This investment is intended to be held to maturity. We reserve the
right to issue other securities with different terms.<PAGE>
PAGE 89
Table of contents

About the certificate....
Investment amounts....
Maturities....
Face amount and future value....
Value at maturity....
Receiving cash before maturity....
Interest....

How to invest and withdraw funds....
Buying your certificate....
Full and partial withdrawals....
Qualified retirement plans: special policies....
Transfer of ownership....
For more information....

Taxes on your earnings....
Retirement accounts....
Gifts to minors....
Foreign investors....

How your money is used and protected....
Invested and guaranteed by IDSC....
Regulated by government....
Backed by our investments....
Investment policies....

How your certificate is managed....
Relationship between IDSC and IDS....
Capital structure and certificates issued....
Investment management and services....
Distribution....
Employment of other American Express affiliates....
Directors and officers....
Auditors....

Financial information....
Summary of selected financial information....
Management's discussion and analysis of financial condition
and results of operations....
Annual financial information....
Balance sheet....
Statement of operations....
Statement of retained earnings....
Statement of cash flows....
Notes to financial statements....<PAGE>
PAGE 90
About the certificate

Investment amounts

You may purchase the IDS Future Value Certificate with a single
payment of at least $1,000 but not more than $1 million, payable in
U.S. currency. Your investment may exceed $1 million only if you
receive prior authorization from IDSC.

Maturities

You may choose a maturity term in one-year increments from four to
ten years. We guarantee your interest rate in advance for the
maturity you select.

Face amount and future value

Both the face amount and future value of your certificate are
determined when you purchase your certificate. The face amount is
the amount of your initial investment. The future value is the
face amount plus the interest to be credited at maturity. Your
future value is guaranteed by IDSC when you hold your certificate
to maturity. For example, if you purchase this certificate with
$10,000 at 7-percent interest with a seven-year maturity, the face
amount would be equal to $10,000. Over the term of the
certificate, $6,300 of interest would accrue and be credited at
maturity. The face amount would remain at $10,000 and the future
value payable to you at maturity would be $16,300.

Value At Maturity

When your certificate matures, you will receive a check for the
future value of your certificate.

Receiving cash before maturity

Interest on this investment is credited and paid at maturity.
However, if you unexpectedly find that you need your money prior to
maturity, you may withdraw all or part of your certificate subject
to a discounting formula. Partial withdrawals cannot be made
within one year of purchase. Procedures for withdrawing money, as
well as discount rates which apply, are described in "Full and
partial withdrawals" under "How to invest and withdraw funds."

Interest

Your certificate accrues interest from the issue date. Interest is
compounded at the end of each certificate month (on the monthly
anniversary of the issue date). Interest is credited to your
certificate at maturity. We calculate the amount of interest you<PAGE>
PAGE 91
earn each certificate month by applying the interest rate on your
certificate to your balance each day. Interest is calculated on a
30-day month and 360-day year basis.

Promotions and pricing flexibility: From time to time, IDSC may
sponsor or participate in promotions involving one or more of the
certificates and their respective terms. For example, we may offer
different rates to new clients, to existing clients, or to
individuals who have purchased other IDS products or used services
such as the CD transfer service, a service IDS offers to help you
transfer your money from a bank CD account into IDS investments.
These promotions will generally be for a specified period of time.
If we offer a promotion, the rates for new purchases will be within
the range of rates described below.

Rates for new purchases: When your application is accepted, you
will receive a confirmation of your purchase showing the rate that
your investment will earn. This rate will not be changed during
the term of your certificate. IDSC guarantees that this rate will
be within a range 50 basis points (0.50%) below to 50 basis points
above the average quoted yields of certain U.S. Treasury bonds.
The average is determined by taking the average yields for
representative over-the-counter quotations for U.S. Treasury bonds
for transactions of $1 million or more with maturities in the same
calendar year as the certificate. For example, if yield quotations
for U.S. Treasury bonds maturing in 1999, or five years, were 5.86,
5.77, 5.96 and 6.04, the average would be 5.90%. Our rate for the
5-year maturity certificate would be between 5.40 and 6.40%. U.S.
Treasury bond yields are published daily in a table in The Wall
Street Journal, The New York Times and other leading newspapers.

Rates for new purchases are reviewed and may change weekly.
Normally, the rate you receive for your chosen maturity will be the
higher of:
o the rate in effect on the date of your application
o the rate in effect on the date your application is accepted
by IDSC.
However, if your application bears a date more than seven days
before its receipt by IDSC, the rate you receive will be the higher
of:
o the rate in effect on the date your application is accepted
by IDSC
o the rate in effect seven days before receipt.

IDSC has the discretion to issue certificates with differing rates
depending on: the amount invested, maturity selected, purchase of
multiple IDS products, use of an IDS service such as the CD
transfer service, geographic location and whether the certificate
is issued for an IRA or a qualified retirement plan account. Such<PAGE>
PAGE 92
rates will always be within the 100 basis point (1%) range
described above.

Performance: From February 1989 through February 1994, IDS Future
Value Certificate yields for a 5-year term were higher than average
5-year bank and thrift certificate of deposit yields as measured by
THE BANK RATE MONITOR National IndexTM (the BRM Index).

The BANK RATE MONITOR National IndexTM is an index of rates and
annual effective yields offered on various length certificates of
deposit by large banks and thrifts in large metropolitan areas.
The frequency of compounding varies among the banks and thrifts.
Certificates of deposit in the BANK RATE MONITOR National IndexTM
are government-insured fixed-rate time deposits.

*The graph compares past yields and should not be considered a
prediction of future performance.
<PAGE>
PAGE 93
How to invest and withdraw funds

Buying your certificate

IMPORTANT: When opening an account, you must provide IDSC with
your correct Taxpayer Identification Number (Social Security or
Employer Identification Number). See "Taxes on your earnings."

Purchase policies

o IDSC has the authority to determine whether to accept an
application.

A number of special policies apply to purchases, withdrawals and
exchanges within IRAs, 401(k) plans and other qualified retirement
plans. See "Qualified retirement plans: special policies."

Two ways to invest

1
By mail

Send your check along with your application to:

Regular mail: Express mail:
IDS Certificate Company IDS Certificate Company
Client Service Client Service
IDS Tower 10 733 Marquette Avenue
Minneapolis MN 55440-0010 Minneapolis MN 55402
<PAGE>
PAGE 94
2
By wire

If you have an established account, you may wire money to:

Norwest Bank Minneapolis
Routing No. 091000019
Minneapolis, MN
Attn: Domestic Wire Dept.

Give these instructions:

Credit IDS Account #00-30-015
for personal account # (your personal account number)
for (your name).

If this information is not included, the order may be rejected and
all money received less any costs IDSC incurs, will be returned
promptly.

o Minimum amount you may wire: $1000

o Wire orders can be accepted only on days when your bank, IDS,
IDSC and Norwest Bank Minneapolis are open for business.

o Wire purchases are completed when wired payment is received and
we accept the purchase.

o IDSC and IDS are not responsible for any delays that occur in
wiring funds, including delays in processing by the bank.

o You must pay any fee the bank charges for wiring.

Full and partial withdrawals

If you need your money before maturity, you may withdraw your
certificate for its full value or make a partial withdrawal of $500
or more after the first year. However:

o Interest on full and partial withdrawals of principal is subject
to discounting, described below.

o You may not make a partial withdrawal if it would reduce your
certificate balance to less than $1,000. If you request such a
withdrawal, we will contact you for revised instructions.

o If a withdrawal reduces your account value to a point where we
pay a lower interest rate, you will earn the lower rate from the
time of withdrawal until maturity.

Return of principal: You will always receive an amount no less
than your original investment (the "face amount") and no more than
your face amount plus accrued interest. This is still true of the
total amount you will receive even if you make a series of partial
withdrawals.<PAGE>
PAGE 95
Discount rate: If you request a full or partial withdrawal, the
amount you receive will be calculated by discounting your
certificate's future value at maturity over the time remaining
until it would have matured. The discount rate is an average of
the rates on comparable term zero coupon bonds rated "A" by Moody's
Investors Services, Inc., as determined by a survey of no fewer
than three major, unaffiliated Wall Street fixed-income brokers.

The discount rate will differ for certificates purchased by active
or retired IDS employees, IDSC directors, IDS planners, their
immediate families and any U.S. employee of any affiliated company
of IDSC.

If the discount rate at the time of withdrawal is higher than your
interest rate, you will lose interest. The loss of interest would
be more substantial the earlier you withdraw the money from your
certificate.

Examples

To help you understand the way the withdrawal value is calculated,
here are some examples. Assume for all examples the following:

The face amount will be $10,000. Maturity is 10 years. Interest
rate is 8.00 percent, and the yield is 8.30 percent. The future
value payable at maturity is $22,196. The withdrawal will occur in
year six. The face amount plus accrued interest in year six is
$16,135.

The following chart shows withdrawal values in each year assuming
discount rates of 7 percent, 9 percent, and 11 percent. The
examples assume the withdrawal occurs in year six.

*Note that in this scenario, if you withdraw from your certificate
in any year and the discount rate is at 7 percent, you will receive
the face amount plus accrued interest.
<PAGE>
PAGE 96
The following table provides information for a withdrawal in year
six:
___________________________________________________________________
Rate Environment Discount Rate Withdrawal Value
Interest rates generally 9.00% $15,507
unchanged from time of ($22,196 discounted at
purchase 9.00% for the four
years remaining until
maturity)

Interest rates are higher 11.00% $14,324
at withdrawal than when ($22,196 discounted at
purchased 11.00% for the four
years remaining until
maturity)

Interest rates are lower 7.00% $16,135
at withdrawal than when (The amount you
purchased receive is equal to
your face amount plus
accrued interest)
___________________________________________________________________
In the above examples, you would never receive less than your
$10,000 original investment or more than $16,135, which is the face
amount plus accrued interest.

Because the discount rate can change periodically, the withdrawal
value of your account changes periodically as well. Should an
emergency arise and you need to know your withdrawal value, it is
readily available by contacting your IDS planner or calling IDSC
toll free at 1-800-437-3463.
<PAGE>
PAGE 97
Other full and partial withdrawal policies

o If your certificate is pledged as collateral, any withdrawal will
be delayed until we get approval from the secured party.

o Any payments to you may be delayed under applicable rules,
regulations or orders of the SEC.

Two ways to request a withdrawal

1
By phone

Call between 7 a.m. and 6 p.m. Central time:

1-800-437-3463 (toll free) or
(612) 671-4902 (Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1112 (Minneapolis/St. Paul area)

o Maximum phone request: $50,000

o Transfers into an IDS account with the same ownership

o We will honor any telephone request believed to be authentic and
will use reasonable procedures to confirm that they are, such as
asking identifying questions. As long as the procedures are
followed, neither IDSC nor IDS will be liable for any loss
resulting from fraudulent requests.

You may request that telephone withdrawals not be authorized from
your account by writing IDSC Client Service.

2
By mail

Send your name, account number and request for a withdrawal to:

Regular mail:
IDS Certificate Company
Client Service
IDS Tower 10
Minneapolis MN 55440-0010

Express mail:
IDS Certificate Company
Client Service
733 Marquette Avenue
Minneapolis MN 55402<PAGE>
PAGE 98
Written requests are required for:

o Transactions over $50,000

o Pension plans and custodial accounts where the minor has reached
the age at which custodianship should terminate.

Two ways to receive payment when you withdraw funds

1
By regular or express mail

o Mailed to address on record; please allow seven days for mailing

o Payable to name(s) you requested

o For express mail, you will pay charges that vary depending on the
courier you select. Cost for partial withdrawals is deducted from
the remaining balance or from the proceeds for full withdrawals.

2
By wire

o Minimum wire withdrawal: $500

o Request that money be wired to your bank

o Bank account must be in same ownership as IDSC account

o Pre-authorization required. Complete the bank wire authorization
section in the application or use a form supplied by your IDS
financial planner. All registered owners must sign.

o A service fee, if any, may be deducted from your balance (for
partial withdrawals) or from the proceeds of a full withdrawal.

Qualified retirement plans: special policies

o The annual custodial fee for IRA or non-401(k) qualified
retirement plans may be deducted from your certificate account. It
may reduce the amount payable at maturity or the amount received
upon an early withdrawal.
<PAGE>
PAGE 99
o Retirement plan withdrawals may be subject to withdrawal
penalties or loss of interest even if they are not subject to
federal tax penalties.

o If you withdraw all funds from your last account in an IRA plan
at IDS, a $25 termination fee will apply.

o The IRA termination fee will be waived if withdrawal occurs upon
the holder's death.

Transfer of ownership

While the certificate is not negotiable, IDSC will transfer
ownership upon written notification to IDSC Client Service.
However, if you have purchased your certificate for an IRA, 401(k)
plan or other qualified retirement plan, you may be unable to
transfer or assign the certificate without losing the account's
favorable tax status. Please contact your tax adviser or local IDS
Tax and Business Services tax professionals.

For more information

For information on purchases, withdrawals, transfers of ownership,
proper instructions and other service questions regarding your
certificate, please consult your financial planner or call IDSC's
toll-free client service number:

1-800-437-3463 or
TTY: 1-800-846-4293.<PAGE>
PAGE 100
Taxes on your earnings

Retirement accounts

Consult your tax adviser or local IDS Tax and Business Services tax
professional (where available) to see how these rules apply to you
before you request a distribution from your plan or IRA.

Gifts to minors

Your Taxpayer Identification Numbers (TIN) and backup withholding:
As with any financial account you open, you must list your current
and correct Taxpayer Identification Number (TIN) -- either your
Social Security or Employer Identification number. The TIN must be
certified under penalties of perjury on your application when you
open an account with IDSC.

If you don't provide the TIN to IDSC, or the TIN you report is
incorrect, you could be subject to backup withholding of 31% of
your interest earnings. You could also be subject to further
penalties, such as:<PAGE>
PAGE 101
o a $50 penalty for each failure to supply your correct TIN
o a civil penalty of $500 if you make a false statement that
results in no backup withholding
o criminal penalties for falsifying information.

You could also be subject to backup withholding because you failed
to report interest on your tax return as required.

To help you determine the correct TIN to use on various types of
accounts, please use this chart:

Use the Social Security or
For this type of account Employer Identification number of

Individual or joint The individual or first person
listed on the account

Custodian account of a minor The minor
(Uniform Gifts/Transfers to
Minors Act)

A living trust The grantor-trustee (the person
who puts the money into the trust)

An irrevocable trust, The legal entity (not the personal
pension trust or estate representative or trustee, unless
no legal entity is designated in
the account title)

Sole proprietorship or The owner or partnership
partnership

Corporate The corporation

Association, club or The organization
tax-exempt organization

For details on TIN requirements, ask your financial planner or
local IDS office for Federal Form W-9, Request for Taxpayer
Identification Number and Certification.

Foreign investors

If you are not a citizen or resident of the United States, you must
supply IDSC with Form W-8, Certificate of Foreign Status when you
purchase your certificate, and you must resupply it every three
years. You must also supply both a current mailing address and an
address of foreign residency, if different. IDSC will not accept
purchases of certificates by nonresident aliens without an
appropriately certified Form W-8 (or approved substitute). Also,
if you do not supply Form W-8 you will be subject to backup
withholding on interest payments and withdrawals.
<PAGE>
PAGE 102
Interest paid on the certificate is "portfolio interest" as defined
in U.S. Internal Revenue Code Section 871(h) if earned by a
nonresident alien. Even though your interest income is not taxed
by the U.S. government, it will be reported at year end to you and
to the U.S. government on a Form 1042S, Foreign Person's U.S.
Source Income Subject to Withholding. The United States
participates in various tax treaties with foreign countries, which
provide for sharing of tax information.

Invested and guaranteed by IDSC

The IDS Future Value Certificate is issued and guaranteed by IDSC,
a wholly owned subsidiary of IDS Financial Corporation (IDS). We
are by far the largest issuer of face amount certificates in the
United States, with total assets of more than $2.9 billion and a
net worth in excess of $161 million on Dec. 31, 1993.

We back our certificates by investing the money received and
keeping the invested assets on deposit. Our investments generate
interest and dividends, out of which we pay
o interest to certificate holders
o various expenses, including taxes, fees to IDS for advisory and
other services and distribution fees to IDS Financial Services Inc.
For a review of significant events relating to our business, see
"Management's discussion and analysis of financial condition and
results of operations."

Regulated by government

Because the IDS Future Value Certificate is a security, its offer
and sale are subject to regulation under federal and state
securities laws. (It is a face amount certificate -- not a bank
product, an equity investment, a form of life insurance or an
investment trust.)

Backed by our investments

Our investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1993:
<PAGE>
PAGE 104
29% preferred stocks
27 government agency bonds
25 corporate and other bonds
10 mortgages
7 municipal bonds
2 cash and cash equivalents

Most of our investments are on deposit with IDS Bank & Trust,
Minneapolis, although we also maintain separate deposits as
required by certain states. IDS Bank & Trust is a wholly owned
subsidiary of IDS. Copies of our Dec. 31, 1993 schedule of
Investments in Securities of Unaffiliated Issuers are available
upon request. For comments regarding the valuation, carrying
values and unrealized appreciation (depreciation) of investment
securities, see Notes 1, 2 and 3 to the Financial Statements.<PAGE>
PAGE 105
Investment policies

In deciding how to diversify the portfolio -- among what types of
investments in what amounts -- the officers and directors of IDSC
use their best judgment, subject to applicable law. The following
policies currently govern our investment decisions:

Purchasing securities on margin: We will not purchase any
securities on margin or participate on a joint basis or a joint-
and-several basis in any trading account in securities.

Commodities: We have not and do not intend to purchase or sell
commodities or commodity contracts.

Real estate: We may invest directly in real estate, though we have
not generally done so in the past. We do invest in mortgage loans.

When-issued securities: Most of our investments are in debt
securities, some of which are purchased on a when-issued basis. It
may take as long as 45 days before these securities are issued and
delivered to us. We generally do not pay for these securities or
start earning on them until delivery. We have established
procedures to ensure that sufficient cash is available to meet
when-issued commitments.

Options: We buy or sell various types of options contracts for
hedging purposes or as a trading technique to facilitate securities
purchases or sales.
<PAGE>
PAGE 106
Restrictions: There are no restrictions on concentration of
investments in any particular industry or group of industries or on
rates of portfolio turnover.

How your certificate is managed

Relationship between IDSC and IDS

Before IDSC was created, IDS, our parent company and organizer, had
issued similar certificates since 1894. IDSC and IDS have never
failed to meet their certificate payments.

During its many years in operation, IDS has become a leading
manager of investments in mortgages and securities. As of Dec. 31,
1993, IDS managed investments, including its own, of more than $99
billion. A wholly owned subsidiary, IDS Financial Services Inc.,
provides a broad range of financial planning services for
individuals and businesses through its nationwide network of more
than 175 offices and more than 7,000 financial planners. IDS
financial planning services are comprehensive, beginning with a
detailed written analysis that's tailored to your needs. Your
analysis may address one of all of these six essential areas:
Financial position, protection planning, investment planning,
income tax planning, retirement planning and estate planning.

IDS itself is a wholly owned subsidiary of American Express, a
financial services company with executive offices at American
Express Tower, World Financial Center, New York NY 10285.

Capital structure and certificates issued

IDSC has authorized, issued and has outstanding 150,000 shares of
common stock, par value of $10 per share. IDS owns all of the
outstanding shares.

As of Dec. 31, 1993, IDSC had issued (in face amount)
$12,314,170,599 of installment certificates and $11,517,014,625 of
single payment certificates.<PAGE>
PAGE 107
Investment management and services

Under an Investment Advisory and Services Agreement, IDS acts as
our investment adviser and is responsible for:

o providing investment research,
o making specific investment recommendations, and
o executing purchase and sale orders according to our policy of
obtaining the best price and execution.

For its services, we pay IDS a monthly fee, equal on an annual
basis to a percentage of the total book value of certain assets:

0.75% of first $250 million
0.65% of next 250 million
0.55% of next 250 million
0.50% of next 250 million
0.45% of any amount over $1 billion

Excluded from assets for this computation are mortgage loans, real
estate, and any other asset on which we pay a service fee.

Advisory and services fees for the past three years were:

Percentage of
Year Total fees included assets
1993 $15,036,091 0.50%
1992 $17,851,271 0.50%
1991 $19,787,451 0.49%

Estimated advisory and services fees for 1994 are $13,867,000.

Under a Distribution Agreement with IDS Financial Services Inc., we
pay 5% of the purchase price for the distribution of this
certificate. This fee is not assessed to your certificate account.

See Note 1 to Financial Statements regarding deferral of
distribution fee expense.

Employment of other American Express affiliates
IDS may employ Lehman Brothers Inc. or another affiliate of
American Express as executing broker for our portfolio transactions
only if:
o we receive prices and executions at least as favorable as those
offered by qualified independent brokers performing similar
services;
o the affiliate charges us commissions consistent with those
charged to comparable unaffiliated customers for similar
transactions; and
o the affiliate's employment is consistent with the terms of the
current Investment Advisory and Services Agreement and federal
securities laws.

Directors and officers

IDSC's directors, president and controller are elected annually for
a term of one year. The other executive officers are appointed by
the president.

We paid a total of $40,000 during 1993 to directors not employed by
IDS.

Board of Directors

David R. Hubers* Age 51. Director since 1987.

President and chief executive officer of IDS since 1993. Senior
vice president, chief financial officer and director since 1984.

Charles W. Johnson Age 64. Director since 1989.

Former vice president and group executive, Industrial Systems, with
Honeywell Inc. Retired 1989.
<PAGE>
PAGE 109
Edward Landes Age 74. Director since 1984.

Development consultant. Former sales manager - Supplies Division
and district manager - Data Processing Division of IBM Corporation.
Retired 1983.

Peter A. Lefferts* Age 52. Director since 1989.

Senior vice president - Banking and Certificates of IDS since 1989.
Director of IDS since 1987.

John V. Luck, Ph.D. Age 68. Director since 1987.

Former senior vice president - Science and Technology with General
Mills Inc. Employed with General Mills Inc. since 1970. Retired
1987.

James A. Mitchell* Age 52. Director and chairman of the board of
directors since 1994.

Senior Vice president, IDS. President and Chief Executive Officer,
IDS Life Insurance Company.

Harrison Randolph Age 78. Director since 1968.

Gordon H. Ritz Age 67. Director since 1968.

President, Con Rad Broadcasting Corp. Director, Sunstar Foods and
Mid-America Publishing.

Stuart A. Sedlacek Age 36. Director and president of IDSC since
1994.

Vice president--Quantitative Investment Management from 1988 to
1994. Portfolio manager from 1988 to 1994.

*"Interested Person" of IDSC as that term is defined in Investment
Company Act of 1940.

Executive officers

Louis C. Fornetti Age 44. Vice president since 1990.

Senior Vice President - Corporate controller and director of IDS
since 1988.

Morris Goodwin Jr. Age 42. Vice president and treasurer since
1989.

Vice president and corporate treasurer of IDS and IDS Financial
Services Inc. since 1989. Chief financial officer and treasurer of
IDS Bank & Trust from 1988 to 1989.
<PAGE>
PAGE 110
Colleen Curran Age 40. Secretary since 1990.

Secretary and assistant vice president of IDS since 1990. Senior
counsel to IDS since 1990. Counsel from 1985 to 1990.

Lorraine R. Hart Age 43. Portfolio manager, IDSC, since 1994.

Portfolio manager, IDS, since 1984.

John M. Knight Age 41. Vice president and controller since 1994.
Controller of certificate operations of IDS since 1989. Manager of
certificate operations from 1985 to 1989.

Bruce A. Kohn Age 43. Vice president and general counsel since
1993.

Counsel to IDS since 1992. Associate counsel from 1987 to 1992.

Stuart A. Sedlacek Age 36. President since 1994.

F. Dale Simmons Age 56. Vice president-Real Estate Loan Management
since 1993.

Vice president, IDS, since 1992. Senior portfolio manager of IDS
since 1989. Assistant vice president from 1987 to 1992.

Auditors

<PAGE>
PAGE 111
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c)
IDS STOCK MARKET CERTIFICATE - US
AND VARIATIONS
<TABLE>
<CAPTION>

Page
Item Caption in Number in
Number Prospectus Prospectus
<S> <C> <C>
Item 1. Forepart of the Cover
Registration Statement
and Outside Front Cover
Page of Prospectus.

Item 2. Inside Front and Where to get information about 114,115
Outside Back Cover Pages IDSC; Table of Contents.
of Prospectus.

Item 3. Summary Informa- About the certificate 116-122
tion, Risk Factors
and Ratio of Earnings
to Fixed Charges.

Item 4. Use of Proceeds. How your money is used and 134,136
protected; Investment policies

Item 5. Determination of Not Applicable. --
Offering Price.

Item 6. Dilution. Not Applicable. --

Item 7. Selling Security Not Applicable. --
Holders

Item 8. Plan of How your certificate 138-140
Distribution. is managed.

Item 9. Description of About the Certificate; 116-122
Securities to Be How to invest and withdraw 125-130
Registered. funds.
Taxes on your earnings. 131-134

Item 10. Interests of Not Applicable. --
Named Experts and Counsel.

<PAGE>
PAGE 112
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c) (Continued)

Page
Item Caption in Number in
Number Prospectus Prospectus

Item 11. Information with Invested and guaranteed by 134,138
Respect to the Registrant. IDSC; Regulated by government; 141-143
Relationship between IDSC and
IDS; Capital structure and
certificates issued; Directors
and Officers.

Item 12. Disclosure of Directors and Officers 143
Commission Position on
Indemnification for
Securities Act Liabilities.

/TABLE
<PAGE>
PAGE 113

IDS Stock Market Certificate

Prospectus April 27, 1994

IDS Stock Market Certificates are issued by IDS Certificate Company
(IDSC). You can purchase this certificate with a single investment
of at least $1,000 but not more than $1 million (unless you receive
prior authorization from IDSC to invest more). As long as you stay
within this limit, you can make additional investments at the end
of a term. Your principal is guaranteed by IDSC. You can
participate in any increase of the stock market based on the S&P
500 Index while protecting your principal. In addition, you decide
whether part of your return will be guaranteed or whether all of it
will be tied to the market. You can keep your certificate for up
to 14 terms.

This prospectus describes terms and conditions of your IDS Stock
Market Certificate. It contains facts that can help you decide if
the certificate is the right investment for you. Read the
prospectus before you invest and keep it for future reference. No
one has the authority to change the terms and conditions of the IDS
Stock Market Certificate as described in the prospectus, or to bind
IDSC by any statement not in it.

Issuer: Distributor:
IDS Certificate Company IDS Financial Services Inc.
IDS Tower 10 IDS Tower 10
Minneapolis, MN 55440-0010 Minneapolis, MN 55440-0010
1-800-437-3463 (toll free) or
(612) 671-4902 (Minneapolis/ Selling Agent:
St. Paul area) American Express
TTY numbers: Bank International
1-800-846-4293 (toll free) or American Express Tower
(612) 671-1112 (Minneapolis/ World Financial Center
St. Paul area) New York, NY 10285-2300

American Express Companies<PAGE>
PAGE 114
Where to get information about IDSC

Region 1 New York, New York Region 4 Chicago, Illinois
75 Park Place 14th Floor Everett McKinley Dirksen Building
New York, NY 10007 219 S. Dearborn St. Room 1204
Chicago, IL 60604
Region 7 Los Angeles, California
5757 Wilshire Boulevard Suite 500
East Los Angeles, CA 90036-3648

Initial interest and participation rates

IDSC guarantees return of your principal. The interest on your
certificate is linked to stock market performance as measured by
the S&P 500 Index as explained under "About the Certificate,"
below.

Here are the interest rates and market participation percentages in
effect on the date of this prospectus, April 27, 1994:

Maximum return Market participation percentage Minimum Interest
10% 100% (full) None
10% 25% (partial) 2.5%

These rates may or may not be in effect when you apply to purchase
your certificate. Rates for later terms are set at the discretion
of IDSC and may also differ from the rates shown here. We reserve
the right to issue other securities with different provisions.<PAGE>
PAGE 115
Table of contents

About the certificate......
Investment amounts......
Face amount and principal......
Certificate term......
Value at maturity......
Receiving cash before maturity......
Interest......
Promotions and pricing flexibility......
Historical data on the S&P 500 Index......
Opportunities at the end of a term......

How to invest and withdraw funds......
Buying your certificate......
Full and partial withdrawals......
Transfers to other IDS accounts......
Qualified retirement plans: special policies......
Transfer of ownership......
For more information......

Taxes on your earnings......
Retirement accounts......
Gifts to minors......
Foreign investors......

How your money is used and protected
Invested and guaranteed by IDSC......
Regulated by government......
Backed by our investments......
Investment policies......

Financial information......

Investment amounts

You may purchase the IDS Stock Market Certificate with a single
investment of at least $1,000 but not more than $1 million, payable
in U.S. currency. You may also make additional lump-sum
investments in any amount at the end of any term as long as your
total amount paid in is not more than the $1 million.

Face amount and principal

The face amount of your certificate is the amount of your initial
investment. Your principal is the value of your certificate at the
beginning of each subsequent term. Your principal is guaranteed by
IDSC. It consists of the amount you actually invest plus interest
and any additional investment you make less withdrawals, penalties
and any interest paid to you in cash.

For example: Assume your initial investment (face amount) of
$10,000 has earned a return of 7.25 percent. Interest is credited
to your account at the end of the term. You have not taken any
interest as cash, or made any withdrawals. You have invested an
additional $2,500 prior to the beginning of the next term. Your
principal for the next term will equal:

$10,000.00 Face Amount (initial investment)
plus 725.00 Interest credited to your account at the
end of the term
plus 5.00 Interim interest
minus ($0.00) Interest paid to you in cash
plus 2,500.00 Additional investment to your certificate
minus ($0.00) Withdrawals and applicable penalties
$13,230.00 Principal at the beginning of the next
term.

Certificate term

Your first certificate term is a 12-month period which begins on
the Wednesday after your application is accepted and ends the
Tuesday before the one-year anniversary of its acceptance. For
example, if your application is accepted on a Wednesday, your first
term would begin the next Wednesday. Your certificate will earn
interest at the interim interest rate then in effect until the term
begins. It will not earn any participation interest until the term
begins. If you choose to continue to receive participation
interest, subsequent terms are 12-month periods that begin on the
Wednesday following the 14-day grace period at the end of the prior
12-month term. You may begin your next term on any Wednesday<PAGE>
PAGE 117
during the 14-day period by providing prior written instructions to
IDSC. If you choose to receive fixed interest, subsequent terms
will be up to 12 months as described in "Fixed interest" under
"Interest" below.

Value at maturity

Your certificate matures after 14 terms, and you will receive a
check for its value. At maturity, the value of your certificate
will be the total of your actual investments, plus credited
interest not paid to you in cash, less any withdrawals and
withdrawal penalties. An IRA or other fees may apply.

Receiving cash before maturity

If you need money before your certificate matures, you may withdraw
part or all of its value at any time, less any penalties that
apply. Procedures for withdrawing money, as well as conditions
under which penalties apply, are described in "Full and partial
withdrawals" under "How to invest and withdraw funds."

Interest

You may select from two types of participation interest for your
first term. The two types are 1) full participation, or 2) partial
participation together with minimum interest. Both of these
options have an upper limit which is the maximum annual return
explained below. After your first term, you may choose not to
participate in any market movement and receive a fixed rate of
interest.

Full participation interest: With this option you participate 100%
in any percentage increase in the S&P 500 Index up to the maximum
return. You earn interest only if the value of the S&P 500 Index
is higher on the last day of your term than it was on the first day
of your term. Thus, your return is linked to stock market
performance. The S&P 500 Index is frequently used to measure the
relative performance of the stock market. For a more detailed
discussion of the Index, see "About the S&P 500 Index" below.

Partial participation and minimum interest: This option allows you
to participate in a certain part (market participation rate) of any
increase in the S&P 500 Index together with a rate of interest
guaranteed in advance for each term (minimum interest). Your
return is composed of two parts:
1. A percentage of any increase in the S&P 500 Index, and
2. A rate of interest guaranteed in advance for each term.
Together, they cannot exceed the maximum return.

The market participation rate and the minimum interest rate on the
date of this prospectus are listed on the inside cover under
"Initial interest and participation rates."
<PAGE>
PAGE 118
Fixed interest: After your first term, this option allows you to
stop participating in the market entirely for one or more terms.
You may choose to receive a fixed rate of interest only for any
term after the first term. During the term when you are receiving
fixed interest, you can change from your fixed interest selection
to again participate in the market. If you make the change from
fixed interest to participation interest, your next term would
begin on the Wednesday following our receipt of notice of your new
selection. In this way, you may have a term (during which you
would earn fixed interest) that is less than 12 months. You may
not change from participation interest to fixed interest during a
term.

Maximum annual return: This is the cap, or upper limit, of your
return. Your total return including both participation and minimum
interest for a term for which you have chosen participation
interest will be limited to this maximum return percentage.

Determining the S&P value: The stock market closes at 3 p.m.
Central time and the S&P 500 Index value is available at
approximately 4:30 p.m. This is the value we currently use to
determine participation interest. Occasionally, Standard & Poor's
Corporation (S&P) makes minor adjustments to the closing value
after 4:30 p.m. and the value we use may not be exactly the one
that is published the next business day. In the future, we may use
a later time cut-off if it becomes feasible to do so. If the stock
market is not open or the S&P 500 Index is unavailable as of the
last day of your term, the preceding business day for which a value
is available will be used instead.

Interim interest: When we accept your application, we pay interim
interest to your account for the time before your first term
begins. We also pay interim interest for the 14-day period between
terms unless you write to ask us to begin your next term earlier.
We pay interim interest at the current fixed interest rate in
effect on the next term start date. You may withdraw this interest
in cash at any time before it becomes part of your certificate's
principal without a withdrawal penalty. The interest will become
part of your certificate's principal at the start of the next
succeeding term. For example, the interest you earn between the
end of the first and the beginning of the second term will become
part of the principal at the start of your third term.

Earning interest: Participation interest is calculated, credited
and compounded at the end of your certificate term. Minimum and
fixed interest accrue daily and are credited and compounded at the
end of your certificate term. Both minimum and fixed interest are
calculated on a 30-day month and 360-day year basis. Interim
interest accrues and is credited daily.

Rates for future periods: After the initial term, the maximum
return, market participation percentage or minimum interest rate on
your certificate may be greater or less than those shown on the
front of this prospectus. In setting future interest rates, a<PAGE>
PAGE 119
primary consideration will be the prevailing investment climate.
Rates are reviewed weekly and we have complete discretion as to
what interest rate will be declared.

To find out what your certificate's new maximum return, market
participation percentage and minimum interest rate will be for your
next term, please consult the following:

IDS Clients: o Your local IDS planner, or
o Our service representatives at 1-800-437-3463

AEBI Clients: o Your AEBI relationship manager

Promotions and pricing flexibility: From time to time, IDSC may
sponsor or participate in promotions involving one or more of the
certificates and their respective terms. For example, we may offer
different rates to new clients, to existing clients, or to
individuals who have purchased other IDS products or used services
such as the CD transfer service, a service IDS offers to help you
transfer your money from a bank CD account into IDS investments.
These promotions will generally be for a specified period of time.

Historical Data on the S&P 500 Index

The following chart illustrates the month-end closing values of the
index from Dec. 31, 1981 through Feb. 28, 1994. The values of the
S&P 500 Index are reprinted with the permission of S&P.

S&P 500 Index Average Annual Return

Beginning date Period held Average annual
Dec. 31, in years return
___________________________________________________________________
1983 10 ____%
1988 5 ____
1992 1 ____
<PAGE>
PAGE 120
The next chart illustrates, on a moving 12-month basis, the price
return of the S&P 500 Index measured for every 12-month period
beginning with the period ended Dec. 31, 1982. The price return is
the percentage return for each period using month-end closing
prices of the S&P 500 Index. Dividends and other distributions on
the securities comprising the S&P 500 Index are not included in
calculating the price return.

Using the same data on price returns described above, the next
graph expands on the information in the preceding chart by
illustrating the distribution of all of the 12-month price returns
of the S&P 500 Index beginning with the 12-month period ending Dec.
31, 1982. The graph also shows the percentage of times these price
returns fell within certain ranges.

<PAGE>
PAGE 121
The last chart illustrates, on a moving 12-month basis, the actual
return of the IDS Stock Market Certificate at full participation
compared to the price return of the NYSE Composite IndexR. For
non-guaranteed funds received before Nov. 3, 1992, and guaranteed
funds received before Nov. 4, 1992, IDS Stock Market Certificate
participation interest was based on the NYSE Composite IndexR
rather than the S&P 500 Index.

The NYSE Composite IndexR is a registered service mark of the New
York Stock Exchange, Inc. (NYSE) and is a composite covering price
movements of all common stocks listed on the NYSE. Because the IDS
Stock Market Certificate was first available on Jan. 24, 1990, the
performance reflects the returns on the one-year anniversary date,
falling on a Wednesday, of each of the weeks shown.

The recent historical experience of an index should not be taken as
an indication of future performance of the stock market or the
certificate. No assurance can be given that an index will not
decline or that certificate holders will receive interest on their
accounts beyond any minimum interest or fixed interest selected.<PAGE>
PAGE 122
Calculation of return

The increase or decrease in the S&P 500 Index, as well as the
actual return paid to you, is calculated as follows:

Increase/decrease
equals Term ending value of S&P 500 Index
minus Term beginning value of S&P 500 Index
divided by Term beginning value of S&P 500 Index

The actual return paid to you will depend on your interest
participation selection.

For example, assume:

Term ending value of S&P 500 Index 458
Term beginning value of S&P 500 Index 422
Maximum return 10%
Minimum return 2.5%
Partial participation rate 25%

458 Term ending value of S&P 500 Index
minus 422 Term beginning value of S&P 500 Index
equals 36 Difference between beginning and ending values

36 Difference between beginning and ending values
divided by 422 Term beginning value of S&P 500 Index
equals 8.53% Percent increase - full participation return

8.53% Percent increase or decrease
times 25.00% Partial participation rate
equals 2.13%
plus 2.50% 2.50% minimum interest rate
equals 4.63% Partial participation return

In both cases in the example, the return would be less than the 10%
maximum.

Maximum Return and Partial Participation Minimum Rate History - The
following table illustrates the maximum annual returns and partial
participation minimum rates that have been in effect since the
Stock Market Certificate was introduced.

Partial
Maximum participation
Purchase date annual return minimum rate
Jan. 23, 1990 18.00% 5.00%
Feb. 4, 1992 18.00% 4.00
May 5, 1992 15.00% 4.00
Aug. 25, 1992 12.00% 3.00
Nov. 10, 1992 10.00 2.50
<PAGE>
PAGE 123
Examples

To help you understand the way this certificate works, here are
some hypothetical examples. The following are three different
examples of market scenarios and how they affect the certificate's
return. Assume for all examples that you purchased the certificate
with a $10,000 original investment. Also assume that the partial
participation rate is 25 percent, the minimum interest rate for
partial participation is 2.5 percent, and the maximum total return
for full and partial participation is 10 percent.

The first example illustrates the certificate's return if the
market and the S&P 500 Index value rise.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
1. If the Market and the S&P 500 Index value rise
Week 1/Wed Week 52/Tues
S&P 500 S&P 500
Index 425 8% Increase in the S&P 500 Index Index 459
<S> <C>
Full participation interest Partial participation interest and Minimum interest
$10,000 Original investment $10,000 Original investment
+ 800 (8% x $10,000) + 250 2.5% (Minimum interest rate) x $10,000
Participation interest + 200 25% x 8% x $10,000 Participation interest
$10,800 Ending balance $10,450 Ending balance (4.5% Total return)
(8% Total return)

- ------------------------------------------------------------------------------------------
2. If the Market and the S&P 500 Index value fall
Week 1/Wed Week 52/Tues
S&P 500 S&P 500
Index 425 4% Decrease in the S&P 500 Index Index 408
Full participation interest Partial participation interest and Minimum interest
$10,000 Original investment $10,000 Original investment
+ 0 Participation interest + 250 2.5% (Minimum interest rate) x $10,000
$10,000 Ending balance + 0 Participation interest
(0% Total return) $10,250 Ending balance (2.5% Total return)
- ----------------------------------------------------------------------------------------
The third example illustrates the certificate's return if the
market and the S&P 500 Index value rise above the certificate's
maximum return.
- ----------------------------------------------------------------------------------------
3. If the Market and the S&P 500 Index value rise above maximum return
Week 1/Wed Week 52/Tues
S&P 500 S&P 500
Index 425 16% Increase in the S&P 500 Index Index 493
Full participation interest Partial participation interest and Minimum interest
$10,000 Original investment $10,000 Original investment
+ 1,000 (10% x $10,000) + 250 2.5% (Minimum interest rate) x $10,000
Maximum interest + 400 (25% x 16% x $10,000) Participation interest
$11,000 Ending balance $10,650 Ending balance (6.5% Total return)
(10% Total return)
/TABLE
<PAGE>
PAGE 124
About the S&P 500 Index

The description in this prospectus of the S&P 500 Index including
its make-up, method of calculation and changes in its components
are derived from publicly available information regarding the S&P
500 Index. IDS Certificate Company (IDSC) does not assume any
responsibility for the accuracy or completeness of such
information.

The S&P 500 Index is composed of 500 common stocks, most of which
are listed on the New York Stock Exchange. The S&P 500 Index is
published by S&P and is intended to provide an indication of the
pattern of common stock movement. S&P chooses the 500 stocks to be
included in the S&P 500 Index with the aim of achieving a
distribution by broad industry groupings that approximates the
distribution of these groupings in the common stock population of
the New York Stock Exchange. Changes in the S&P 500 Index are
reported daily in the financial pages of many major newspapers.

The certificate is not sponsored, endorsed, sold or promoted by
S&P. S&P makes no representation or warranty, express or implied,
to the owners of the certificate or any member of the public
regarding the advisability of investing in securities generally or
in the certificate particularly or the ability of the S&P 500 Index
to track general stock market performance. S&P's only relationship
to IDSC is the licensing of certain trademarks and trade names of
S&P and of the S&P 500 Index which is determined, composed and
calculated by S&P without regard to IDSC or the certificate. S&P
has no obligation to take the needs of IDSC or the owners of the
certificate into consideration in determining, composing or
calculating the S&P 500 Index. S&P is not responsible for and has
not participated in the determination of the timing of, prices at,
or quantities of the certificate to be issued or in the
determination or calculation of the equation by which the
certificate is to be converted into cash. S&P has no obligation or
liability in connection with the administration, marketing or
trading of the certificate.

S&P does not guarantee the accuracy and/or the completeness of the
S&P 500 Index or any data included therein and S&P shall have no
liability for any errors, omissions, or interruptions therein. S&P
makes no warranty, express or implied, as to the results to be
obtained by IDSC, owners of the certificate, or any person or
entity from the use of the S&P 500 Index or any data included
therein. S&P makes no express or implied warranties, and expressly
disclaims all warranties of merchantability or fitness for a
particular purpose or use with respect to the S&P 500 Index or any
data included therein. Without limiting any of the foregoing, in
no event shall S&P have any liability for any special, punitive,
indirect, or consequential damages (including lost profits), even
if notified of the possibility of such damages.
<PAGE>
PAGE 125
If for any reason the Index were to become unavailable or not
reasonably feasible to use, we would use a comparable stock market
index for determining participation interest. If this were to
occur, you would be sent a notice indicating the comparable index
that will be used and be given the option to surrender your
certificate, if desired, and receive your principal, without being
assessed a surrender charge.

Opportunities at the end of a term

Grace period: When your certificate term ends, you have 14 days
before a new term automatically begins. During this 14-day grace
period you can:

o change your interest selection,

o add money to your certificate,

o withdraw part or all of your money without a withdrawal
charge or loss of interest, or

o receive your interest in cash.

Fixed interest only: The grace period does not apply if you made
the change from fixed interest back to participation interest
during a term as discussed in "Fixed interest" under "Interest"
above. Instead, your new 12-month term will begin on the Wednesday
following our receipt of your notice of your new interest
selection.

New term: If you do not make changes, your certificate will
continue with your current selections when the new term begins 14
days later. You will earn interim interest during this 14-day
grace period. If you don't want to wait 14 days before starting
your next market participation term, you must give us written
instructions before your current term ends. Or, you may phone in
your instructions and follow up the call with written verification.
You can tell us to start your next term on any Wednesday during the
grace period following our receipt of your notice. Your notice may
also tell us to change your interest selection, add to your
certificate or withdraw part of your money. Any additional
payments received during the current term will be applied at the
end of the current term. By starting your new term early and
waiving the 14-day grace period, you are choosing to start your
next term without knowing the ending value of your current term.

How to invest and withdraw funds

Buying your certificate

Your IDS financial planner will help you fill out and submit an
application to open an account with us and purchase a certificate.
We will process the application at our corporate offices in
Minneapolis. When your application is accepted, you will receive a<PAGE>
PAGE 126
confirmation showing the acceptance date, the date your term begins
and the interest selection you have made detailing your market
participation percentage and/or the guaranteed minimum interest
rate for your first term. After your term begins, we will send you
notice of the value of the S&P Index on the day your term began.
The rates in effect on the date we accept your application are the
rates that apply to your certificate. If you ask for a printed
certificate, one will be promptly sent to you following acceptance
of your application.

IMPORTANT: When opening an account, you must provide IDSC with
your correct Taxpayer Identification Number (Social Security Number
or Employer Identification Number). See "Taxes on your earnings."

Purchase policies

o IDSC has the authority to determine whether to accept an
application.

A number of special policies apply to purchases, withdrawals and
exchanges within IRAs, 401(k) plans and other qualified retirement
plans. See "Qualified retirement plans: special policies."

Two ways to make additional investments at term end

1
By mail

Send your check along with your name and account number to:

Regular mail: Express mail:
IDS Certificate Company IDS Certificate Company
Client Service Client Service
IDS Tower 10 733 Marquette Avenue
Minneapolis MN 55440-0010 Minneapolis MN 55402

2
By wire

If you have an established account, you may wire money to:

Norwest Bank Minneapolis
Routing No. 091000019
Minneapolis, MN
Attn: Domestic Wire Dept.

Give these instructions: Credit IDS Account #00-30-015 for
personal account # (your account number) for (your name).
<PAGE>
PAGE 127
If this information is not included, the order may be rejected and
all money received less any costs IDSC incurs will be returned
promptly.

o Minimum amount you may wire: $1,000

o Wire orders can be accepted only on days when your bank, IDS,
IDSC and Norwest Bank Minneapolis are open for business.

o Wire purchases are completed when wired payment is received and
we accept the purchase.

o IDSC and IDS are not responsible for any delays that occur in
wiring funds, including delays in processing by the bank.

o You must pay any fee the bank charges for wiring.

Full and partial withdrawals

You may withdraw your certificate for its full value or make a
partial withdrawal of $100 or more at any time. However:

o Full and partial withdrawals of principal during a term are
subject to penalties, described below.

o You may not make a partial withdrawal if it would reduce your
certificate balance to less than $1,000. If you request such a
withdrawal, we will contact you for revised instructions.

Penalties for withdrawal during a term: If you withdraw money
during a term, you will pay a penalty of 2% of the principal
withdrawn. (The 2% penalty is waived upon death of the certificate
holder or if it is for an IRA and you have reached age 70 1/2.)

When you request a full or partial withdrawal during a term, we pay
you from the principal of your certificate.

Loss of interest: If you make a withdrawal at any time other than
at the end of the term, you will lose interest accrued on the
withdrawal amount since minimum and participation interest is
credited only at the end of a term. However, accrued fixed and
interim interest will be paid to the date of the withdrawal.

Following are examples describing a $2,000 withdrawal during a term
for participation and fixed interest:
<PAGE>
PAGE 128
Participation Interest

$10,000.00 Account balance
0.00 Interest (interest is credited at the end of
the term)
( 2,000.00) Withdrawal of principal
(40.00) 2% withdrawal penalty
$ 7,960.00 Balance after withdrawal. You will forfeit any
accrued interest on the withdrawal amount.

Fixed Interest

$10,000.00 Account balance
100.00 Interest credited to date
(100.00) Withdrawal of credited interest
(1,900.00) Withdrawal of principal
(38.00) 2% withdrawal penalty (on $1,900
principal withdrawn)
$ 8,062.00 Balance after withdrawal.

Retirement plans: In addition, you may be subject to IRS penalties
for early withdrawals if your certificate is in an IRA, 401(k) or
other qualified retirement plan account.

Other full and partial withdrawal policies

o If your certificate is pledged as collateral, any withdrawal will
be delayed until we get approval from the secured party.

o Any payments to you may be delayed under applicable rules,
regulations or orders of the SEC.

Transfers to other IDS accounts

Two ways to request a withdrawal or transfer

1
By phone

Call between 7 a.m. and 6 p.m. Central time:

1-800-437-3463 (toll free) or
(612) 671-4902 (Minneapolis/St. Paul area)<PAGE>
PAGE 129
TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1112 (Minneapolis/St. Paul area)

o Maximum phone request: $50,000

o Transfers into an IDS account with the same ownership.

o We will honor any telephone request believed to be authentic and
will use reasonable procedures to confirm that they are, such as
asking identifying questions. As long as the procedures are
followed, neither IDSC nor IDS will be liable for any loss
resulting from fraudulent requests.

You may request that telephone withdrawals not be authorized from
your account by writing IDSC Client Service.

2
By mail

Send your name, account number and request for a withdrawal or
transfer to:

Regular mail:
IDS Certificate Company
Client Service
IDS Tower 10
Minneapolis MN 55440-0010

Express mail:
IDS Certificate Company
Client Service
733 Marquette Avenue
Minneapolis MN 55402

Written requests are required for:

o Transactions over $50,000

o Pension plans and custodial accounts where the minor has reached
the age at which custodianship should terminate.

o Transfers to another IDS account with different ownership. (All
current registered owners must sign the request.)

Two ways to receive payment when you withdraw funds

1
By regular or express mail

o Mailed to address on record; please allow seven days for mailing

o Payable to name(s) you requested
<PAGE>
PAGE 130
o For express mail, you will pay charges that vary depending on the
courier you select. Cost for partial withdrawals is deducted from
the remaining balance, or from the proceeds for full withdrawals.

2
By wire

o Minimum wire withdrawal: $500

o Request that money be wired to your bank

o Bank account must be in same ownership as IDSC account

o Pre-authorization required. Complete the bank wire authorization
section in the application or use a form supplied by your IDS
financial planner. All registered owners must sign.

o A service fee, if any, may be deducted from your balance (for
partial withdrawals) or from the proceeds of a full withdrawal.

Qualified retirement plans: special policies

o Retirement plan withdrawals may be subject to withdrawal
penalties or loss of interest even if they are not subject to
federal tax penalties.

o We will waive withdrawal penalties on withdrawals for IRA
accounts of clients who have reached age 70 1/2.

o If you withdraw all funds from your last account in an IRA plan
at IDS, a $25 termination fee will apply.

o The IRA termination fee will be waived if withdrawal occurs upon
the holder's death.

Transfer of ownership

While the certificate is not negotiable, IDSC will transfer
ownership upon written notification to IDSC Client Service.
However, if you have purchased your certificate for an IRA, 401(k)
plan or other qualified retirement plan, you may be unable to<PAGE>
PAGE 131
transfer or assign the certificate without losing the account's
favorable tax status. Please consult your tax adviser or local IDS
Tax and Business Services tax professionals.

For more information

1-800-437-3463 or
TTY: 1-800-846-4293.

Taxes on your earnings

Participation and minimum interest on your certificate is taxable
when credited to your account. Fixed and interim interest are
fully taxable as earned. Each calendar year we provide certificate
holders and the IRS with reports of all earnings over $10 (Form
1099). Withdrawals are reported to the certificate holder and the
IRS on Form 1099-B, Proceeds from Broker Transactions.

Revised proposed regulations: The IRS has issued revised proposed
regulations governing the tax treatment of debt instruments which
provide for variable rates of interest, including interest based on
the price of property that is actively traded or on an index of the
prices of such property. Under these revised proposed regulations,
the IDS Stock Market Certificate is likely to constitute a debt
instrument that would be treated as a variable rate debt instrument
(VRDI) rather than a contingent debt instrument (CDI). If the
Stock Market Certificate constitutes a VRDI, then the income earned
on the certificate will be treated as original issue discount and
reported when credited to the holder's account. If the certificate
is not treated as a VRDI, but rather is treated as a CDI, then the
holder may have taxable income to report, even though the holder
has not received any cash distributions. Furthermore, the timing
and character of the income may be different from that of a VRDI.
IDSC cannot guarantee whether the revised proposed regulations will
be adopted as final in this present form or will again be modified.
As always, you should consult your tax advisor or your local IDS
Tax and Business professional for information regarding the tax
implications of your certificate.

Retirement accounts

If you are using the certificate as an investment for an IRA,
401(k) plan account or other qualified retirement plan account,
income tax rules for your IRA or qualified plan apply. Generally,
you will pay no income taxes on your investment's earnings--and, in
many cases, on part or all of the investment itself--until you
begin to make withdrawals.
<PAGE>
PAGE 132
IDSC will withhold federal income taxes of 10% on IRA withdrawals
unless you tell us not to. IDSC is required to withhold federal
income taxes of 20% on most other qualified plan distributions,
unless the distribution is directly rolled over to another
qualified plan or IRA.

Consult your tax adviser or local IDS Tax and Business Services tax
professional (where available) to see how these rules apply to you
before you request a distribution from your plan or IRA.

Gifts to minors

Your Taxpayer Identification Numbers (TIN) and backup withholding:
As with any financial account you open, you must list your current
and correct Taxpayer Identification Number (TIN)--either your
Social Security or Employer Identification Number. The TIN must be
certified under penalties of perjury on your application when you
open an account with IDSC.

You could also be subject to backup withholding because you failed
to report interest on your tax return as required.

To help you determine the correct TIN to use on various types of
accounts, please use this chart:

Use the Social Security or
For this type of account Employer Identification Number of

Individual or joint The individual or first person
listed on the account
<PAGE>
PAGE 133
Custodian account of a minor The minor
(Uniform Gifts/Transfers to
Minors Act)

A living trust The grantor-trustee (the person
who puts the money into the trust)

An irrevocable trust, The legal entity (not the personal
pension trust or estate representative or trustee, unless
no legal entity is designated in
the account title)

Sole proprietorship or The owner or partnership
partnership

Corporate The corporation

Association, club or The organization
tax-exempt organization

For details on TIN requirements, ask your financial planner or
local IDS office for Federal Form W-9, Request for Taxpayer
Identification Number and Certification.

Foreign investors

It is most likely that interest on the certificate is "portfolio
interest" as defined in U.S. Internal Revenue Code Section 871(h)
if earned by a nonresident alien. However, if the certificate is
treated as a CDI, part of the earned income may be treated as
capital gain instead of portfolio interest. Even though your
interest income or capital gain is not taxed by the U.S.
government, it will be reported at year end to you and to the U.S.
government on a Form 1042S, Foreign Person's U.S. Source Income
Subject to Withholding. The United States participates in various
tax treaties with foreign countries, which provide for sharing of
tax information.

Estate tax: If you are a nonresident alien and you die while
owning a certificate, IDSC will need a statement from persons IDSC
believes are knowledgeable about your estate. The statement must
be in a form satisfactory to IDSC and must tell us that, on your
date of death, your estate did not include any property in the
United States for U.S. estate tax purposes. If we do not receive
the statement, we generally will not take action regarding your
certificate until we receive a transfer certificate from the IRS.<PAGE>
PAGE 134
In general, a transfer certificate requires the opening of an
estate in the United States and provides assurance that the IRS
will not claim your IDS certificate to satisfy estate taxes.

How your money is used and protected

Invested and guaranteed by IDSC

The IDS Stock Market Certificate is issued and guaranteed by IDSC,
a wholly owned subsidiary of IDS Financial Corporation (IDS). We
are by far the largest issuer of face amount certificates in the
United States, with total assets of more than $2.9 billion and a
net worth in excess of $161 million on Dec. 31, 1993.

For a review of significant events relating to our business, see
"Management's discussion and analysis of financial condition and
results of operations."

Most banks and thrifts offer investments known as certificates of
deposit that are similar to our certificates in many ways. Early
withdrawal of bank CDs often results in penalties. Banks and
thrifts generally have federal deposit insurance for their deposits
and lend much of the money deposited to individuals, businesses and
other enterprises. Other financial institutions may offer
investments with comparable combinations of safety and return on
investment.

Regulated by government

Because the IDS Stock Market Certificate is a security, its offer
and sale are subject to regulation under federal and state
securities laws. (It is a face-amount certificate--not a bank
product, an equity investment, a form of life insurance or an
investment trust.)

The federal Investment Company Act of 1940 requires us to keep
investments on deposit in a segregated custodial account to protect
all of our outstanding certificates. These investments back the
entire value of your certificate account. Their carrying value
must exceed the required carrying value of the outstanding<PAGE>
PAGE 135
certificates by at least $250,000. As of Dec. 31, 1993, the
carrying value of these investments exceeded the required carrying
value of our outstanding certificates by more than $118 million.

Backed by our investments

Our investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1993:

<PAGE>
PAGE 136
29% preferred stocks
27 government agency bonds
25 corporate and other bonds
10 mortgages
7 municipal bonds
2 cash and cash equivalents

Most of our investments are on deposit with IDS Bank & Trust,
Minneapolis, although we also maintain separate deposits as
required by certain states. IDS Bank & Trust is a wholly owned
subsidiary of IDS. Copies of our Dec. 31, 1993 schedule of
Investments in Securities of Unaffiliated Issuers are available
upon request. For comments regarding the valuation, carrying
values and unrealized appreciation (depreciation) of investment
securities, see Notes 1, 2 and 3 to the Financial Statements.

Investment policies

In deciding how to diversify the portfolio-- among what types of
investments in what amounts--the officers and directors of IDSC use
their best judgment, subject to applicable law. The following
policies currently govern our investment decisions:

Purchasing securities on margin: We will not purchase any
securities on margin or participate on a joint basis or a joint-
and-several basis in any trading account in securities.

Commodities: We have not and do not intend to purchase or sell
commodities or commodity contracts.

Real estate: We may invest directly in real estate, though we have
not generally done so in the past. We do invest in mortgage loans.
<PAGE>
PAGE 137
Lending securities: We may lend some of our securities to broker-
dealers and receive cash equal to the market value of the
securities as collateral. We invest this cash in short-term
securities. If the market value of the securities goes up, the
borrower pays us additional cash. During the course of the loan,
the borrower makes cash payments to us equal to all interest,
dividends and other distributions paid on the loaned securities.
We will try to vote these securities if a major event affecting our
investment is under consideration.

When-issued securities: Most of our investments are in debt
securities, some of which are purchased on a when-issued basis. It
may take as long as 45 days before these securities are issued and
delivered to us. We generally do not pay for these securities or
start earning on them until delivery. We have established
procedures to ensure that sufficient cash is available to meet
when-issued commitments.

Options: We buy or sell various types of options contracts for
hedging purposes or as a trading technique to facilitate securities
purchases or sales.

Restrictions: There are no restrictions on concentration of
investments in any particular industry or group of industries or on
rates of portfolio turnover.<PAGE>
PAGE 138
How your certificate is managed

Relationship between IDSC and IDS

Before IDSC was created, IDS, our parent company and organizer, had
issued similar certificates since 1894. IDSC and IDS have never
failed to meet their certificate payments.

During its many years in operation, IDS has become a leading
manager of investments in mortgages and securities. As of Dec. 31,
1993, IDS managed investments, including its own, of more than $99
billion. A wholly owned subsidiary, IDS Financial Services Inc.,
provides a broad range of financial planning services for
individuals and businesses through its nationwide network of more
than ___ offices and more than _____ financial planners. Financial
planning services are comprehensive, beginning with a detailed
written analysis that's tailored to your needs. Your analysis may
address one or all of these six essential areas: Financial
position, protection planning, investment planning, income tax
planning, retirement planning, and estate planning. IDS itself is
a wholly owned subsidiary of American Express, a financial services
company with executive offices at American Express Tower, World
Financial Center, New York NY 10285.

Capital structure and certificates issued

IDSC has authorized, issued and has outstanding 150,000 shares of
common stock, par value of $10 per share. IDS owns all of the
outstanding shares.

As of Dec. 31, 1993, IDSC had issued (in face amount)
$12,314,170,599 of installment certificates and $11,517,014,625 of
single payment certificates.

Investment management and services

Under an Investment Advisory and Services Agreement, IDS acts as
our investment adviser and is responsible for:

o providing investment research,
o making specific investment recommendations
o executing purchase and sale orders according to our policy of
obtaining the best price and execution.
<PAGE>
PAGE 139
All these activities are subject to direction and control by our
board of directors and officers. Our agreement with IDS requires
annual renewal by our board, including a majority of directors who
are not interested persons of IDS or IDSC as defined in the federal
Investment Company Act of 1940.

For its services, we pay IDS a monthly fee, equal on an annual
basis to a percentage of the total book value of certain assets:

0.75% of first $250 million
0.65% of next 250 million
0.55% of next 250 million
0.50% of next 250 million
0.45% of any amount over $1 billion

Excluded from assets for this computation are mortgage loans, real
estate, and any other asset on which we pay a service fee.

Advisory and services fees for the past three years were:

Percentage of
Year Total fees included assets

1993 $15,036,091 0.50%
1992 $17,851,271 0.50%
1991 $19,787,451 0.49%

Estimated advisory and services fees for 1994 are $13,867,000.

Distribution

Under a Distribution Agreement with IDS Financial Services Inc., we
pay for the distribution of this certificate as follows:

o 1.25% of the initial investment on the first day of the
certificate's term, and
<PAGE>
PAGE 140
o 1.25% of the certificate's reserve at the beginning of each
subsequent term.

This fee is not assessed to your certificate account.

See Note 1 to Financial Statements regarding deferral of
distribution fee expense.

IDS Financial Services Inc. pays commissions to its planners and
pays other selling expenses in connection with services to us. our
board of directors, including a majority of directors who are not
interested persons of IDS Financial Services Inc. or IDSC, approved
this distribution agreement.

Selling Agent Agreement with American Express Bank International:
In turn, under a Selling Agent Agreement with American Express Bank
International, IDS Financial Services Inc. compensates AEBI for its
services as Selling Agent of this certificate as follows:

o A fee equal to 1.0 percent per term of the principal amount of
each certificate.

Such payments will be made quarterly in arrears.

These fees are not assessed to your certificate amount.

About American Express Bank International

American Express Bank International (AEBI) is an Edge Act
Corporation organized under the provisions of Section 25(a) of the
Federal Reserve Act. It is a wholly owned subsidiary of American
Express Bank Ltd. (AEB Ltd.) As an Edge Act corporation, AEBI is
subject to the provisions of Section 25(a) of the Federal Reserve
Act and Regulation K of the Board of Governors of the Federal
Reserve System (the FRB). It is supervised and regulated by the
FRB.

AEBI has an extensive international high net-worth client base that
is served by a marketing staff in New York and Florida. The
banking and financial products offered by AEBI include checking,
money-market and time deposits, credit services, check collection
services, foreign exchange, funds transfer, investment advisory
services and securities brokerage services. As of Dec. 31, 1993,
AEBI had total assets of $___ million and total equity of $___
million.
<PAGE>
PAGE 141
Although AEBI is a banking entity, the Stock Market Certificate is
not a bank product, nor is it backed or guaranteed by AEBI, by AEB
Ltd. or by any bank, nor is it guaranteed or insured by the FDIC or
any other federal agency. AEBI is registered where necessary as a
securities broker-dealer.

Employment of other American Express affiliates

Directors and officers

IDSC's directors, president and controller are elected annually for
a term of one year. The other executive officers are appointed by
the president.

We paid a total of $40,000 during 1993 to directors not employed by
IDS.

Board of Directors

David R. Hubers* Age 51. Director since 1987.

President and chief executive officer of IDS since 1993. Senior
vice president, chief financial officer and director since 1984.

Charles W. Johnson Age 64. Director since 1989.

Former vice president and group executive, Industrial Systems, with
Honeywell Inc. Retired 1989.

Edward Landes Age 74. Director since 1984.

Development consultant. Former sales manager - Supplies Division
and district manager - Data Processing Division of IBM Corporation.
Retired 1983.

Peter A. Lefferts* Age 52. Director since 1989.

Senior vice president - Banking and Certificates of IDS since 1989.
Director of IDS since 1987.

<PAGE>
PAGE 142
John V. Luck, Ph.D. Age 68. Director since 1987.

Former senior vice president - Science and Technology with General
Mills, Inc. Employed with General Mills Inc. since 1970. Retired
1987.

James A. Mitchell* Age 52. Director and chairman of the board of
directors since 1994.

Senior Vice President, IDS. President and Chief Executive Officer,
IDS Life Insurance Company.

Harrison Randolph Age 78. Director since 1968.

Gordon H. Ritz Age 67. Director since 1968.

President, Con Rad Broadcasting Corp. Director, Sunstar Foods and
Mid-America Publishing.

Stuart A. Sedlacek Age 36. Director and president of IDSC since
1994.

Vice president -- Quantitative Investment Management from 1988 to
1994. Portfolio manager from 1988 to 1994.

*"Interested Person" of IDSC as that term is defined in Investment
Company Act of 1940.

Executive officers

Louis C. Fornetti Age 44. Vice president since 1990.

Senior Vice President - Corporate controller and director of IDS
since 1988.

Morris Goodwin Jr. Age 42. Vice president and treasurer since
1990.

Vice president and corporate treasurer of IDS and IDS Financial
Services Inc. since 1989. Chief financial officer and treasurer of
IDS Bank & Trust from 1988 to 1989.

Colleen Curran Age 40. Secretary since 1990.

Secretary and assistant vice president of IDS since 1990. Senior
counsel to IDS since 1990. Counsel from 1980 to 1990.

Lorraine R. Hart Age 43. Portfolio manager, IDSC, since 1994.

Portfolio manager, IDS, since 1984.

John M. Knight Age 41. Vice president and controller since 1994.

Controller of certificate operations of IDS since 1989. Manager of
certificate operations from 1985 to 1989.<PAGE>
PAGE 143
Bruce A. Kohn Age 43. Vice president and general counsel since
1993.

Counsel to IDS since 1992. Associate counsel from 1987 to 1992.

Stuart A. Sedlacek Age 36. President since 1994.

F. Dale Simmons Age 56. Vice president - Real Estate Loan
Management since 1993.

Vice president, IDS, since 1992. Senior portfolio manager of IDS
since 1989. Assistant vice president from 1987 to 1992.

Auditors

<PAGE>
PAGE 144
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c)
IDS STOCK MARKET CERTIFICATE - AEBI
AND VARIATIONS
<TABLE>
<CAPTION>

Page
Item Caption in Number in
Number Prospectus Prospectus
<S> <C> <C>
Item 1. Forepart of the 1,146
Registration Statement
and Outside Front Cover
Page of Prospectus.

Item 2. Inside Front and Where to get information about 147,148
Outside Back Cover Pages IDSC; Table of Contents.
of Prospectus.

Item 3. Summary Informa- About the certificate 146, 149-158
tion, Risk Factors
and Ratio of Earnings
to Fixed Charges.

Item 4. Use of Proceeds. How your money is used and 165-167
protected; Investment policies

Item 5. Determination of Not Applicable. --
Offering Price.

Item 6. Dilution. Not Applicable. --

Item 7. Selling Security Not Applicable. --
Holders

Item 8. Plan of How your certificate 168-171
Distribution. is managed.

Item 9. Description of About the Certificate; 149-158
Securities to Be How to invest and withdraw 158-163
Registered. funds.
Taxes on your earnings. 164

Item 10. Interests of Not Applicable. --
Named Experts and Counsel.

<PAGE>
PAGE 145
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c) (Continued)

Page
Item Caption in Number in
Number Prospectus Prospectus

Item 11. Information with Invested and guaranteed by 165,168,171-173
Respect to the Registrant. IDSC; Regulated by government;
Relationship between IDSC and
IDS; Capital structure and
certificates issued; Directors
and Officers.

Item 12. Disclosure of Directors and Officers 173
Commission Position on
Indemnification for
Securities Act Liabilities.

</TABLE>

<PAGE>
PAGE 146

IDS Stock Market Certificate

Prospectus April 27, 1994

American Express Companies<PAGE>
PAGE 147
Where to get information about IDSC

Initial interest and participation rates

IDSC guarantees return of your principal. The interest on your
certificate is linked to stock market performance as measured by
the S&P 500 Index as explained under "About the Certificate,"
below.

Here are the interest rates and market participation percentages in
effect on the date of this prospectus, April 27, 1994:

Maximum return Market participation percentage Minimum Interest
10% 100% (full) None
10% 25% (partial) 2.5%

How to invest and withdraw funds......
Buying your certificate......
Full and partial withdrawals......
Transfers to other IDS accounts......
Transfer of ownership......
For more information......

Taxes on your earnings......
Foreign investors......

How your money is used and protected
Invested and guaranteed by IDSC......
Regulated by government......
Backed by our investments......
Investment policies......

Financial information......

Investment amounts

Face amount and principal

Certificate term

Your first certificate term is a 12-month period which begins on
the Wednesday after your application is accepted and ends the
Tuesday before the one-year anniversary of its acceptance. For
example, if your application is accepted on a Wednesday, your first
term would begin the next Wednesday. Your certificate will earn
interest at the interim interest rate then in effect until the term
begins. It will not earn any participation interest until the term
begins. If you choose to continue to receive participation
interest, subsequent terms are 12-month periods that begin on the
Wednesday following the 14-day grace period at the end of the prior
12-month term. You may begin your next term on any Wednesday
during the 14-day period by providing prior written instructions to
IDSC. If you choose to receive fixed interest, subsequent terms
will be up to 12 months as described in "Fixed interest" under
"Interest" below.
<PAGE>
PAGE 150
Value at maturity

Receiving cash before maturity

Interest

The market participation rate and the minimum interest rate on the
date of this prospectus are listed on the inside cover under
"Initial interest and participation rates."

Fixed interest: After your first term, this option allows you to
stop participating in the market entirely for one or more terms.
You may choose to receive a fixed rate of interest only for any
term after the first term. During the term when you are receiving
fixed interest, you can change from your fixed interest selection
to again participate in the market. If you make the change from<PAGE>
PAGE 151
fixed interest to participation interest, your next term would
begin on the Wednesday following our receipt of notice of your new
selection. In this way, you may have a term (during which you
would earn fixed-interest) that is less than 12 months. You may
not change from participation interest to fixed interest during a
term.

Interim interest: When we accept your application, we pay interim
interest to your account for the time before your first term
begins. We also pay interim interest for the 14-day period between
terms unless you write to ask us to begin your next term earlier.
We pay interim interest at the current fixed interest rate in
effect on the next term start date. You may withdraw this interest
in cash at any time before it becomes part of your certificate's
principal without withdrawal penalty. The interest will become
part of your certificate's principal at the start of the next
succeeding term. For example, the interest you earn between the
end of the first and the beginning of the second term will become
part of the principal at the start of your third term.

Rates for future periods: After the initial term, the maximum
return, market participation percentage or minimum interest rate on
your certificate may be greater or less than those shown on the
front of this prospectus. In setting future interest rates, a
primary consideration will be the prevailing investment climate.
Rates are reviewed weekly and we have complete discretion as to
what interest rate will be declared.
<PAGE>
PAGE 152
To find out what your certificate's new maximum return, market
participation percentage and minimum interest rate will be for your
next term, please consult the following:

IDS Clients: o Your local IDS planner, or
o Our service representatives at 1-800-437-3463

AEBI Clients: o Your AEBI relationship manager

Promotions and pricing flexibility: From time to time, IDSC may
sponsor or participate in promotions involving one or more of the
certificates and their respective terms. For example, we may offer
different rates to new clients, to existing clients, or to
individuals who have purchased other IDS products or used services
such as the CD transfer service, a service IDS offers to help you
transfer your money from a bank CD account into IDS investments.
These promotions will generally be for a specified period of time.

Historical Data on the S&P 500 Index

The following chart illustrates the month-end closing values of the
index from Dec. 31, 1981 through Feb. 28, 1994. The values of the
S&P 500 Index are reprinted with the permission of S&P.

S&P 500 Index Average Annual Return

Beginning date Period held Average annual
Dec. 31, in years return
___________________________________________________________________
1983 10 ____%
1988 5 ____
1992 1 ____
<PAGE>
PAGE 153
The next chart illustrates, on a moving 12-month basis, the price
return of the S&P 500 Index measured for every 12-month period
beginning with the period ended Dec. 31, 1982. The price return is
the percentage return for each period using month-end closing
prices of the S&P 500 Index. Dividends and other distributions on
the securities comprising the S&P 500 Index are not included in
calculating the price return.

<PAGE>
PAGE 154
The last chart illustrates, on a moving 12-month basis, the actual
return of the IDS Stock Market Certificate at full participation
compared to the price return of the NYSE Composite IndexR. For
non-guaranteed funds received before Nov. 3, 1992, and guaranteed
funds received before Nov. 4, 1992, IDS Stock Market Certificate
participation interest was based on the NYSE Composite IndexR
rather than the S&P 500 Index.

The increase or decrease in the S&P 500 Index, as well as the
actual return paid to you, is calculated as follows:

Increase/decrease
equals Term ending value of S&P 500 Index
minus Term beginning value of S&P 500 Index
divided by Term beginning value of S&P 500 Index

The actual return paid to you will depend on your interest
participation selection.

For example, assume:

Term ending value of S&P 500 Index 458
Term beginning value of S&P 500 Index 422
Maximum return 10%
Minimum return 2.5%
Partial participation rate 25%

458 Term ending value of S&P 500 Index
minus 422 Term beginning value of S&P 500 Index
equals 36 Difference between beginning and ending values

36 Difference between beginning and ending values
divided by 422 Term beginning value of S&P 500 Index
equals 8.53% Percent increase - full participation return

8.53% Percent increase or decrease
times 25.00% Partial participation rate
equals 2.13%
plus 2.50% 2.50% minimum interest rate
equals 4.63% Partial participation return

In both cases in the example, the return would be less than the 10%
maximum.

The first example illustrates the certificate's return if the
market and the S&P 500 Index value rise.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
1. If the Market and the S&P 500 Index value rise
Week 1/Wed Week 52/Tues
S&P 500 S&P 500
Index 425 8% Increase in the S&P 500 Index Index 459
<S> <C>
Full participation interest Partial participation interest and minimum interest
$10,000 Original investment $10,000 Original investment
+ 800 (8% x $10,000) + 250 2.5% (minimum interest rate) x $10,000
Participation interest + 200 25% x (8% x $10,000) Participation interest
$10,800 Ending balance $10,450 Ending balance (4.5% Total return)
(8% Total Return)

- ------------------------------------------------------------------------------------------
2. If the Market and the S&P 500 Index value fall
Week 1/Wed Week 52/Tues
S&P 500 S&P 500
Index 425 4% Decrease in the S&P 500 Index Index 408
Full participation interest Partial participation interest and minimum interest
$10,000 Original investment $10,000 Original investment
+ 0 Participation interest + 250 2.5% (Minimum interest rate) x $10,000
$10,000 Ending balance + 0 Participation interest
(0% Total return) $10,250 Ending balance (2.5% Total return)
- ----------------------------------------------------------------------------------------
The third example illustrates the certificate's return if the
market and the S&P 500 Index value rise above the certificate's
maximum return.
- ----------------------------------------------------------------------------------------
3. If the Market and the S&P 500 Index value rise above maximum return
Week 1/Wed Week 52/Tues
S&P 500 S&P 500
Index 425 16% Increase in the S&P 500 Index Index 493
Full Participation interest Partial participation interest and minimum interest
$10,000 Original investment $10,000 Original investment
+ 1,000 (10% x $10,000) + 250 2.5% (Minimum interest rate) x $10,000
Maximum interest + 400 (25% x 16% x $10,000) Participation interest
$11,000 Ending balance $10,650 Ending balance (6.5% Total return)
(10% Total return)
/TABLE
<PAGE>
PAGE 157
About the S&P 500 Index

S&P does not guarantee the accuracy and/or the completeness of the
S&P 500 Index or any data included therein and S&P shall have no
liability for any errors, omissions, or interruptions therein. S&P
makes no warranty, express or implied, as to the results to be
obtained by IDSC, owners of the certificate, or any person or
entity from the use of the S&P 500 Index or any data included
therein. S&P makes no express or implied warranties, and expressly
disclaims all warranties of merchantability or fitness for a
particular purpose or use with respect to the S&P 500 Index or any
data included therein. Without limiting any of the foregoing, in
no event shall S&P have any liability for any special, punitive,
indirect, or consequential damages (including lost profits), even
if notified of the possibility of such damages.
<PAGE>
PAGE 158
If for any reason the Index were to become unavailable or not
reasonably feasible to use, we would use a comparable stock market
index for determining participation interest. If this were to
occur, you would be sent a notice indicating the comparable index
that will be used and be given the option to surrender your
certificate, if desired, and receive your principal, without being
assessed a surrender charge.

Opportunities at the end of a term

Grace period: When your certificate term ends, you have 14 days
before a new term automatically begins. During this 14-day grace
period you can:

o change your interest selection,

o add money to your certificate,

o withdraw part or all of your money without a withdrawal
charge or loss of interest, or

o receive your interest in cash.

How to invest and withdraw funds

Buying your certificate

An AEBI relationship manager will help you fill out and submit an
application to open an account with us and purchase a certificate.
We will process the application at our corporate offices in
Minneapolis. When your application is accepted, you will receive a<PAGE>
PAGE 159
confirmation showing the acceptance date, the date your term begins
and the interest selection you have made detailing your market
participation percentage and/or the guaranteed minimum interest
rate for your first term. After your term begins, we will send you
notice of the value of the S&P Index on the day your term began.
The rates in effect on the date we accept your application are the
rates that apply to your certificate. If you ask for a printed
certificate, one will be promptly sent to you following acceptance
of your application.

IMPORTANT: When opening an account, you must provide IDSC with a
Form W-8 or approved substitute. See "Taxes on your earnings."

Purchase policies

o IDSC has the authority to determine whether to accept an
application.

A number of special policies apply to purchases, withdrawals and
exchanges within IRAs, 401(k) plans and other qualified retirement
plans. See "Qualified retirement plans: special policies."

Two ways to make additional investments at term end

1
By mail

Send your check along with your name and account number to:

Regular mail: Express mail:
IDS Certificate Company IDS Certificate Company
Client Service Client Service
IDS Tower 10 733 Marquette Avenue
Minneapolis MN 55440-0010 Minneapolis MN 55402

2
By wire

If you have an established account, you may wire money to:

Norwest Bank Minneapolis
Routing No. 091000019
Minneapolis, MN
Attn: Domestic Wire Dept.

Give these instructions: Credit IDS Account #00-30-015 for
personal account # (your account number) for (your name).
<PAGE>
PAGE 160
If this information is not included, the order may be rejected and
all money received less any costs IDSC incurs will be returned
promptly.

o Minimum amount you may wire: $1,000

o Wire orders can be accepted only on days when your bank, IDS,
IDSC and Norwest Bank Minneapolis are open for business.

o Wire purchases are completed when wired payment is received and
we accept the purchase.

o IDSC and IDS are not responsible for any delays that occur in
wiring funds, including delays in processing by the bank.

o You must pay any fee the bank charges for wiring.

Full and partial withdrawals

You may withdraw your certificate for its full value or make a
partial withdrawal of $100 or more at any time. However:

o Full and partial withdrawals of principal during a term are
subject to penalties, described below.

o You may not make a partial withdrawal if it would reduce your
certificate balance to less than $1,000. If you request such a
withdrawal, we will contact you for revised instructions.

When you request a full or partial withdrawal during a term, we pay
you from the principal of your certificate.

Following are examples describing a $2,000 withdrawal during a term
for participation and fixed interest:
<PAGE>
PAGE 161
Participation Interest

Fixed Interest

Other full and partial withdrawal policies

o If your certificate is pledged as collateral, any withdrawal will
be delayed until we get approval from the secured party.

o Any payments to you may be delayed under applicable rules,
regulations or orders of the SEC.

Transfers to other IDS accounts

Two ways to request a withdrawal or transfer

1
By phone

Call between 7 a.m. and 6 p.m. Central time:

1-800-437-3463 (toll free) or
(612) 671-4902 (Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1112 (Minneapolis/St. Paul area)<PAGE>
PAGE 162
o Maximum phone request: $50,000

o Transfers into an IDS account with the same ownership.

o We will honor any telephone request believed to be authentic and
will use reasonable procedures to confirm that they are, such as
asking identifying questions. As long as the procedures are
followed, neither IDSC nor IDS will be liable for any loss
resulting from fraudulent requests.

You may request that telephone withdrawals not be authorized from
your account by writing IDSC Client Service.

2
By mail

Send your name, account number and request for a withdrawal or
transfer to:

Regular mail:
IDS Certificate Company
Client Service
IDS Tower 10
Minneapolis MN 55440-0010

Express mail:
IDS Certificate Company
Client Service
733 Marquette Avenue
Minneapolis MN 55402

Written requests are required for:

o Transactions over $50,000

o Pension plans and custodial accounts where the minor has reached
the age at which custodianship should terminate.

o Transfers to another IDS account with different ownership. (All
current registered owners must sign the request.)

Two ways to receive payment when you withdraw funds

1
By regular or express mail

o Mailed to address on record; please allow seven days for mailing

o Payable to name(s) you requested

o For express mail, you will pay charges that vary depending on the
courier you select. Cost for partial withdrawals is deducted from
the remaining balance or from the proceeds for full withdrawals.<PAGE>
PAGE 163
2
By wire

o Minimum wire withdrawal: $500

o Request that money be wired to your bank

o Bank account must be in same ownership as IDSC account

o Pre-authorization required. Complete the bank wire authorization
section in the application or use a form supplied by your IDS
financial planner. All registered owners must sign.

o A service fee, if any, may be deducted from your balance (for
partial withdrawals) or from the proceeds of a full withdrawal.

Transfer of ownership

While the certificate is not negotiable, IDSC will transfer
ownership upon written notification to IDSC Client Service.

For more information

1-800-437-3463 or
TTY: 1-800-846-4293.
<PAGE>
PAGE 164
Taxes on your earnings

Foreign investors

It is most likely that the interest on the certificate is
"portfolio interest" as defined in U.S. Internal Revenue Code
Section 871(h) if earned by a nonresident alien. However, if the
certificate is treated as a contingent debt instrument (CDI), part
of the income may be treated as capital gain instead of portfolio
interest. Even though your interest income or capital gain is not
taxed by the U.S. government, it will be reported at year end to
you and to the U.S. government on a Form 1042S, Foreign Person's
U.S. Source Income Subject to Withholding. The United States
participates in various tax treaties with foreign countries, which
provide for sharing of tax information.

Invested and guaranteed by IDSC

For a review of significant events relating to our business, see
"Management's discussion and analysis of financial condition and
results of operations."

Most banks and thrifts offer investments known as certificates of
deposit that are similar to our certificates in many ways. Early
withdrawal of bank CDs often results in penalties. Banks and
thrifts generally have federal deposit insurance for their deposits
and lend much of the money deposited to individuals, businesses and
other enterprises. Other financial institutions may offer
investments with comparable combinations of safety and return on
investment.

Regulated by government

Backed by our investments

Our investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1993:

<PAGE>
PAGE 166
29% preferred stocks
27 government agency bonds
25 corporate and other bonds
10 mortgages
7 municipal bonds
2 cash and cash equivalents

Most of our investments are on deposit with IDS Bank & Trust,
Minneapolis, although we also maintain separate deposits as
required by certain states. IDS Bank & Trust is a wholly owned
subsidiary of IDS. Copies of our Dec. 31, 1993 schedule of
Investments in Securities of Unaffiliated Issuers are available
upon request. For comments regarding the valuation, carrying
values and unrealized appreciation (depreciation) of investment
securities, see Notes 1, 2 and 3 to the Financial Statements.

Investment policies

In deciding how to diversify the portfolio-- among what types of
investments in what amounts--the officers and directors of IDSC use
their best judgment, subject to applicable law. The following
policies currently govern our investment decisions:

Purchasing securities on margin: We will not purchase any
securities on margin or participate on a joint basis or a joint-
and-several basis in any trading account in securities.

Commodities: We have not and do not intend to purchase or sell
commodities or commodity contracts.

Real estate: We may invest directly in real estate, though we have
not generally done so in the past. We do invest in mortgage loans.
<PAGE>
PAGE 167
Lending securities: We may lend some of our securities to broker-
dealers and receive cash equal to the market value of the
securities as collateral. We invest this cash in short-term
securities. If the market value of the securities goes up, the
borrower pays us additional cash. During the course of the loan,
the borrower makes cash payments to us equal to all interest,
dividends and other distributions paid on the loaned securities.
We will try to vote these securities if a major event affecting our
investment is under consideration.

When-issued securities: Most of our investments are in debt
securities, some of which are purchased on a when-issued basis. It
may take as long as 45 days before these securities are issued and
delivered to us. We generally do not pay for these securities or
start earning on them until delivery. We have established
procedures to ensure that sufficient cash is available to meet
when-issued commitments.

Options: We buy or sell various types of options contracts for
hedging purposes or as a trading technique to facilitate securities
purchases or sales.

Restrictions: There are no restrictions on concentration of
investments in any particular industry or group of industries or on
rates of portfolio turnover.<PAGE>
PAGE 168
How your certificate is managed

Relationship between IDSC and IDS

Before IDSC was created, IDS, our parent company and organizer, had
issued similar certificates since 1894. IDSC and IDS have never
failed to meet their certificate payments.

During its many years in operation, IDS has become a leading
manager of investments in mortgages and securities. As of Dec. 31,
1993, IDS managed investments, including its own, of more than $99
billion. A wholly owned subsidiary, IDS Financial Services Inc.,
provides a broad range of financial planning services for
individuals and businesses through its nationwide network of more
than ___ offices and more than _____ financial planners. Financial
planning services are comprehensive, beginning with a detailed
written analysis that's tailored to your needs. Your analysis may
address one or all of these six essential areas: Financial
position, protection planning, investment planning, income tax
planning, retirement planning, and estate planning. IDS itself is
a wholly owned subsidiary of American Express, a financial services
company with executive offices at American Express Tower, World
Financial Center, New York NY 10285.

Capital structure and certificates issued

IDSC has authorized, issued and has outstanding 150,000 shares of
common stock, par value of $10 per share. IDS owns all of the
outstanding shares.

As of Dec. 31, 1993, IDSC had issued (in face amount)
$12,314,170,599 of installment certificates and $11,517,014,625 of
single payment certificates.

Investment management and services

Under an Investment Advisory and Services Agreement, IDS acts as
our investment adviser and is responsible for:

o providing investment research,
o making specific investment recommendations
o executing purchase and sale orders according to our policy of
obtaining the best price and execution.
<PAGE>
PAGE 169
All these activities are subject to direction and control by our
board of directors and officers. Our agreement with IDS requires
annual renewal by our board, including a majority of directors who
are not interested persons of IDS or IDSC as defined in the federal
Investment Company Act of 1940.

For its services, we pay IDS a monthly fee, equal on an annual
basis to a percentage of the total book value of certain assets:

0.75% of first $250 million
0.65% of next 250 million
0.55% of next 250 million
0.50% of next 250 million
0.45% of any amount over $1 billion

Excluded from assets for this computation are mortgage loans, real
estate, and any other asset on which we pay a service fee.

Advisory and services fees for the past three years were:

Percentage of
Year Total fees included assets

1993 15,036,091 0.50%
1992 $17,851,271 0.50%
1991 $19,787,451 0.49%

Estimated advisory and services fees for 1994 are $13,867,000.

Distribution

Under a Distribution Agreement with IDS Financial Services Inc., we
pay for the distribution of this certificate as follows:

o 1.25% of the initial investment on the first day of the
certificate's term, and
<PAGE>
PAGE 170
o 1.25% of the certificate's reserve at the beginning of each
subsequent term.

This fee is not assessed to your certificate account.

See Note 1 to Financial Statements regarding deferral of
distribution fee expense.

o A fee equal to 1.0 percent per term of the principal amount of
each certificate.

Such payments will be made quarterly in arrears.

These fees are not assessed to your certificate amount.

About American Express Bank International

AEBI has an extensive international high net-worth client base that
is served by a marketing staff in New York and Florida. The
banking and financial products offered by AEBI include checking,
money-market and time deposits, credit services, check collection
services, foreign exchange, funds transfer, investment advisory
services and securities brokerage services. As of Dec. 31, 1993,
AEBI had total assets of $___ million and total equity of $___
million.
<PAGE>
PAGE 171
Although AEBI is a banking entity, the Stock Market Certificate is
not a bank product, nor is it backed or guaranteed by AEBI, by AEB
Ltd. or by any bank, nor is it guaranteed or insured by the FDIC or
any other federal agency. AEBI is registered where necessary as a
securities broker-dealer.

Employment of other American Express affiliates

Directors and officers

IDSC's directors, president and controller are elected annually for
a term of one year. The other executive officers are appointed by
the president.

We paid a total of $40,000 during 1993 to directors not employed by
IDS.

Board of Directors

David R. Hubers* Age 51. Director since 1987.

President and chief executive officer of IDS since 1993. Senior
vice president, chief financial officer and director since 1984.

Charles W. Johnson Age 64. Director since 1989.

Former vice president and group executive, Industrial Systems, with
Honeywell Inc. Retired 1989.

Edward Landes Age 74. Director since 1984.

Development consultant. Former sales manager - Supplies Division
and district manager - Data Processing Division of IBM Corporation.
Retired 1983.

Peter A. Lefferts* Age 52. Director since 1989.

Senior vice president - Banking and Certificates of IDS since 1989.
Director of IDS since 1987.

<PAGE>
PAGE 172
John V. Luck, Ph.D. Age 68. Director since 1987.

Former senior vice president - Science and Technology with General
Mills, Inc. Employed with General Mills Inc. since 1970. Retired
1987.

James A. Mitchell* Age 52. Director and chairman of the board of
directors since 1994.

Senior vice president, IDS. President and Chief Executive Officer,
IDS Life Insurance Company.

Harrison Randolph Age 78. Director since 1968.

Gordon H. Ritz Age 67. Director since 1968.

President, Con Rad Broadcasting Corp. Director, Sunstar Foods and
Mid-America Publishing.

Stuart A. Sedlacek Age 36. Director and president of IDSC since
1994.

Vice president -- Quantitative Investment Management from 1988 to
1994. Portfolio manager from 1988 to 1994.

*"Interested Person" of IDSC as that term is defined in Investment
Company Act of 1940.

Executive officers

Peter A. Lefferts Age 52. Chairman of the Board and President
since 1989.

Louis C. Fornetti Age 44. Vice president since 1990.

Senior Vice President - Corporate controller and director of IDS
since 1988.

Morris Goodwin Jr. Age 42. Vice president and treasurer since
1990.

Vice president and corporate treasurer of IDS and IDS Financial
Services Inc. since 1989. Chief financial officer and treasurer of
IDS Bank & Trust from 1988 to 1989.

Colleen Curran Age 40. Secretary since 1990.

Secretary and assistant vice president of IDS since 1990. Senior
counsel to IDS since 1990. Counsel from 1980 to 1990.

Lorraine R. Hart Age 43. Portfolio manager, IDSC, since 1994.

Portfolio manager, IDS, since 1984.
<PAGE>
PAGE 173
John M. Knight Age 41. Vice president and controller since 1994.

Controller of certificate operations of IDS since 1989. Manager of
certificate operations from 1985 to 1989.

Bruce A. Kohn Age 43. Vice president and general counsel since
1993.

Counsel to IDS since 1992. Associate counsel from 1987 to 1992.

Stuart A. Sedlacek Age 36. President since 1994.

F. Dale Simmons Age 56. Vice president - Real Estate Loan
Management since 1993.

Vice president, IDS, since 1992. Senior portfolio manager of IDS
since 1989. Assistant vice president from 1987 to 1992.

Auditors

<PAGE>
PAGE 174
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item
Number

Item 13. Other Expenses of Issuance and Distribution.

The expenses in connection with the issuance and
distribution of the securities being registered are to be
borne by the registrant.

Item 14. Indemnification of Directors and Officers.

None.

Item 15. Recent Sales of Unregistered Securities.

None.

Item 16. Exhibits and Financial Statement Schedules.

(a) The following exhibits to this Post-Effective Amendment
No. 10 to Registration Statement No. 2-95577 are
incorporated herein by reference or attached hereto:

1. (a) Copy of Distribution Agreement dated November
18, 1988, between Registrant and IDS Financial
Services Inc., filed electronically as Exhibit
1(a) to the Registration Statement for the
American Express International Investment
Certificate (now called, the IDS Investors
Certificate), is incorporated herein by
reference.

(b) Form of the Distribution Agreement for the
American Express Savings Certificate between
the Registrant and American Express Service
Corporation, filed electronically as Exhibit
1(b) to the Registration Statement for the
American Express International Investment
Certificate (now called, the IDS Investors
Certificate), is incorporated herein by
reference.

(c)(c)Selling Agent Agreement dated June 1, 1990,
between American Express Bank International and
IDS Financial Services Inc. for the IDS
Investors and IDS Stock Market Certificates,
filed electronically as Exhibit 1(c) to the
Post-Effective Amendment No. 5 to Registration
Statement No. 33-26844, is incorporated herein
by reference.

(d) Marketing Agreement dated October 10, 1991,
between Registrant and American Express Bank
Ltd., filed electronically as Exhibit 1(d) to
Post-Effective Amendment No. 31 to Registration
Statement 2-55252, is incorporated herein by
reference.
<PAGE>
PAGE 175
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. (a) Continued

2. Not Applicable.

3. (a) Certificate of Incorporation, dated December
31, 1977, filed electronically as Exhibit 3(a)
to Post-Effective Amendment No. 2 to
Registration Statement No. 2-95577, is
incorporated herein by reference.
(b) Certificate of Amendment, dated February 9,
l984, filed electronically as Exhibit 3(b) to
Post-Effective Amendment No. 2 to Registration
Statement No. 2-95577, is incorporated herein
by reference.

(c) By-Laws, dated December 31, 1977, filed
electronically as Exhibit 3(c) to Post-
Effective Amendment No. 2 to Registration
Statement No. 2-95577, is incorporated herein
by reference.

4. Forms of certificate for Cash Reserve Certificate,
Future Value Certificate, Installment Investment
Certificate, Series D-1 Investment Certificate and
Variable Term Certificate filed electronically as
Exhibit 4 to Post-Effective Amendment No. 2 to
Registration Statement No. 2-95577 are incorporated
herein by reference. Form of Certificate for IDS
Stock Market Certificate filed electronically as
Exhibit 4 to Pre-Effective Amendment No. 2 to
Registration Statement No. 33-22503, is incorporated
herein by reference.

5. Not applicable.

6 through 9. -- None.

10. (a) Investment Advisory and Services Agreement
between Registrant and IDS/American Express
Inc., dated January 12, 1984, filed
electronically as Exhibit 10(a) to Post-
Effective Amendment No. 2 to Registration
Statement No. 2-95577, is incorporated herein
by reference.

(b) Depository and Custodial Agreement, between IDS
Certificate Company and IDS Trust Company dated
September 30, 1985, filed electronically as
Exhibit 10(b) to Post-Effective Amendment No. 2
to Registration Statement No. 2-95577, is
incorporated herein by reference.

<PAGE>
PAGE 176
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. (a) Continued

(c) Loan Agreement between Registrant and Investors
Syndicate Development Corporation, dated
October 13, 1970, filed electronically as
Exhibit 10(c) to Post-Effective Amendment No. 2
to Registration Statement No. 2-95577, is
incorporated herein by reference.

(d) Agreement for the servicing of Residential
Mortgage Loans between ISA and Advance Mortgage
Company, Ltd., dated August 31, 1980, filed
electronically as Exhibit 10(d) to Post-
Effective Amendment No. 2 to Registration
Statement No. 2-95577, is incorporated herein
by reference.

(e) Agreement for the servicing of Commercial
Mortgage Loans, between ISA and FBS Mortgage
Corporation, dated October 1, 1980, filed
electronically as Exhibit 10(e) to Post-
Effective Amendment No. 2 to Registration
Statement No. 2-95577, is incorporated herein
by reference.

(f) Agreement by and between Registrant and
Investors Diversified Services, Inc. (now IDS
Financial Services Inc.) providing for the
purchase by IDS of a block of portfolio
securities from Registrant, filed as Exhibit -
10.5 to the September 30, 1981 quarterly report
on Form 10-Q of Alleghany Corporation, is
incorporated herein by reference.

(g) Transfer Agent Agreements for the servicing of
the American Express Savings Certificate filed
electronically as Exhibit 10(g) to Pre-
Effective Amendment No. 1 to Registration
Statement No. 33-25385, are incorporated herein
by reference.

(h) Foreign Deposit Agreement dated November 21,
1990, between Registrant and IDS Bank & Trust,
filed electronically as Exhibit 10(h) to Post-
Effective Amendment No. 5 to Registration
Statement No. 33-26844, is incorporated herein
by reference.

11 through 24. -- None.

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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. (a) Continued

25. (a) Power of Attorney, filed March 24, 1993,
as Exhibit 25(a) to Post-Effective
Amendment No. 33 to Registration Statement
No. 2-55252, is incorporated herein by
reference.

(b) Power of Attorney, filed on March 18,
1991, on Form SE as Exhibit 25(b) to Post-
Effective Amendment No. 30 to Registration
Statement No. 2-55252, is incorporated
herein by reference.

(b) Financial Statements, Auditors' Consent and
Schedules to be filed by Amendment.
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PAGE 178
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 17. Undertakings.

Without limiting or restricting any liability on the part
of the other, IDS Financial Services Inc., as
underwriter, will assume any actionable civil liability
which may arise under the Federal Securities Act of 1933,
the Federal Securities Exchange Act of 1934 or the
Federal Investment Company Act of 1940, in addition to
any such liability arising at law or in equity, out of
any untrue statement of a material fact made by its
agents in the due course of their business in selling or
offering for sale, or soliciting applications for,
securities issued by the Company or any omission on the
part of its agents to state a material fact necessary in
order to make the statements so made, in the light of the
circumstances in which they were made, not misleading (no
such untrue statements or omissions, however, being
admitted or contemplated), but such liability shall be
subject to the conditions and limitations described in
said Acts. IDS Financial Services Inc. will also assume
any liability of the Company for any amount or amounts
which the Company legally may be compelled to pay to any
purchaser under said Acts because of any untrue
statements of a material fact, or any omission to state a
material fact, on the part of the agents of IDS Financial
Services Inc. to the extent of any actual loss to, or
expense of, the Company in connection therewith. The By-
Laws of the Registrant contain a provision relating to
Indemnification of Officers and Directors as permitted by
applicable law.

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PAGE 179
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Minneapolis and State of Minnesota, on the 26th day of January
1994.

IDS CERTIFICATE COMPANY

By /s/ Peter A. Lefferts*
Peter A. Lefferts, President

Pursuant to the requirements of the Securities Act of 1933, this
amendment has been signed below by the following persons in the
capacities on January 26th, 1994.

Signature Capacity

/s/ Peter A. Lefferts* President, Principal
Peter A. Lefferts Executive Officer and Director

/s/ Morris Goodwin* Principal Financial Officer
Morris Goodwin and Treasurer

/s/ John M. Knight* Controller and
John M. Knight Principal Accounting Officer

/s/ David R. Hubers** Director
David R. Hubers

/s/ Charles W. Johnson** Director
Charles W. Johnson

/s/ Edward Landes** Director
Edward Landes

/s/ John V. Luck** Director
John V. Luck

Signatures continued on next page.

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PAGE 180
Signatures continued from previous page.

Signature Capacity

/s/ Harrison Randolph** Director
Harrison Randolph

/s/ Gordon H. Ritz** Director
Gordon H. Ritz

*Signed pursuant to power of attorney filed March 24, 1993, on
Form SE as Exhibit 25a to Post-Effective Amendment No. 33 to
Registration Statement No. 2-55252 for Series D-1 Investment
Certificate by

______________________.
Colleen Curran

**Signed pursuant to power of attorney filed March 18, 1991, on
Form SE as Exhibit 25b to Post-Effective Amendment No. 30 to
Registration Statement No. 2-55252 for Series D-1 Investment
Certificate by

_________________________.
Colleen Curran
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PAGE 181
CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 10 TO REGISTRATION
STATEMENT NO. 33-26844

Cover Page

Explanatory Note

Cross-reference sheet

Prospectus

Auditors' Report

Financial Statements

Part II Information

Signatures