IDS CERTIFICATE CO /MN/
POS AMI, 1995-03-24
Previous: IDS MONEY MARKET SERIES INC, 497J, 1995-03-24
Next: JUSTIN INDUSTRIES INC, 10-K, 1995-03-24



<PAGE>
PAGE 1
                  SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C.

                               FORM S-1

                 POST-EFFECTIVE AMENDMENT NUMBER 37 TO

                 REGISTRATION STATEMENT NUMBER 2-55252

                   SERIES D-1 INVESTMENT CERTIFICATE

          (FORMERLY SINGLE-PAYMENT CERTIFICATES, SERIES D-1)

                                 UNDER

                      THE SECURITIES ACT OF 1933

                    IDS CERTIFICATE COMPANY                        
            (IDS Certificate Company effective April 1984)
          (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, (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 
24-f of the Investment Company Act of 1940.  Registrants' Rule 
24f-2 Notice for its most recent fiscal year was filed on or about
February 21, 1995.

<PAGE>
PAGE 2


                   PART I.  CROSS REFERENCE SHEET FOR PROSPECTUS
                              PURSUANT TO RULE 404(c)

                                                                   
Item                               Caption                        
Number                             Prospectus                     

Item 1. Forepart of the                                           
Registration Statement
and Outside Front Cover
Page of Prospectus.

Item 2. Inside Front and           Available Information about    
Outside Back Cover Pages           IDSC.  
of Prospectus.                     

Item 3. Summary Informa-           Summary of Contents.           
tion, Risk Factors                 
and Ratio of Earnings
to Fixed Charges.

Item 4. Use of Proceeds.           How your money is used by     
                                   and 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                    Using the Series D-1           
Distribution.                      Investment Certificate;
                                   How your certificate is
                                   managed.
                                   
Item 9. Description of             About the Series D-1           
Securities to Be                   Investment Certificate;
Registered.                        Using the Series D-1
                                   Investment Certificate.

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


<PAGE>
PAGE 3
                   PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
                        PURSUANT TO RULE 404(c) (Continued)


                                                                  
Item                               Caption                       
Number                             Prospectus                    

Item 11. Information with          Invested and guaranteed       
Respect to the Registrant.         by IDSC; Regulated by         
                                   Government; Relationship
                                   between IDSC and IDS, Capital
                                   structure and certificates
                                   issued; Director and Officers.
                                                            
Item 12. Disclosure of             Directors and Officers also see 
Commission Position on             Item 17 in Part II.
Indemnification for
Securities Act Liabilities.
<PAGE>
PAGE 4
IDS Series D-1 Investment Certificate
   
Prospectus/April 26, 1995                                         

This prospectus describes the Series D-1 Investment Certificate 
(Series D-1) issued by IDS Certificate Company (IDSC).  The Series
D-1 certificate is offered only in connection with the IDS
Retirement Plan, the IDS Incentive and Thrift Plan, the Career
Distributors' Retirement Plan (CDRP), the IDS DVP Retirement Plan  
and the IDS DVP Savings Plan, and the IDS Mutual Funds Profit
Sharing Plan of the IDS MUTUAL FUND GROUP(individually a "Plan" and
collectively the "Plans") and to affiliated companies of IDSC. 
These Plans have been adopted for the exclusive benefit and
participation of eligible employees and personal financial advisors
of American Express Financial Corporation and its subsidiary
companies, and the IDS MUTUAL FUND GROUP.

IDSC offers persons who retire as full-time employees or as full-
time financial advisors or district managers of American Express
Financial Corporation and its subsidiary companies the opportunity
to purchase the Series D-1 Certificate in Individual Retirement
Accounts (IRAs).
    
IDSC guarantees a specific rate of interest for each calendar
quarter.  IDSC also guarantees the principal of your certificate
(page 5).

The Series D-1 certificate matures 20 years from its issue date. 
Its value at maturity will be equal to total contributions made
plus interest earned and less any withdrawals (i.e. surrenders)
(page 7).

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 certificate is backed by IDSC's investments on deposit rather
than guaranteed or insured by the government or someone else.  See
"Invested and guaranteed by IDSC" and "Regulated by government"
under "How your money is used and protected."
    
The prospectus gives you facts about the Series D-1 certificate and
describes its terms and conditions.  You should read it to decide
if this certificate is the right investment for you.  Keep it with
your investment records for future reference.

IDS Certificate Company
IDS Tower 10
Minneapolis, MN  55440-0010
1-800-437-3463
1-800-846-4293 (TTY)
An American Express company
<PAGE>
PAGE 5
   
Annual Interest Rates as of April 26, 1995
___________________________________________________________________
Simple              Compound
Interest            Effective
Rate                Yield

    %                   %
___________________________________________________________________
    
These rates were in effect on the date of this prospectus.  IDSC
reviews and may change its rates on new purchases each week.  The
interest rate paid during the first calendar quarter the
certificate is owned will be that in effect on the date an
application or investment is accepted.  IDSC guarantees that when
the rate for new purchases takes effect, the rate for the first
quarter will be within a specified range of the average 12-month
certificate of deposit rate then published in the most recent BANK
RATE MONITOR National Index(trademark), N. Palm Beach, FL 33408
(page 5-6).  Interest rates for future calendar quarters are
declared at the discretion of IDSC and may be greater or less than
the rates shown here.

The Series D-1 certificate is backed 100 percent by our investments
on deposit instead of by federal insurance.  There are no sales or
surrender charges.  There is no minimum rate of interest.  IDSC
does not have a distribution agreement or pay a distribution fee
with respect to this certificate.
                                          
AVAILABLE 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) and can be
inspected and copied at the public reference section of the SEC,
Washington, D.C. and also at the following regional offices:

Northeast Regional Office
7 World Trade Center
Suite 1300
New York, NY  10048

Midwest Regional Office
Northwestern Atrium Center
500 West Madison St. 
Suite 1400
Chicago, IL  60611

Pacific Regional Office
5670 Wilshire Blvd.
11th Floor
Los Angeles, CA  90036

You can obtain copies from the Public Reference Section of the SEC,
450 5th Street, N.W., Washington, D.C. 20549 at prescribed rates.
<PAGE>
PAGE 6
We are not responsible for any information about IDSC except for
the information in this prospectus, including any supplements, in
any reports filed with the SEC or in any supplemental sales
material we have authorized for use in the sale of this
certificate.

No person has authority to change the terms of this certificate or
to bind IDSC by any statement not in this prospectus.

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

SUMMARY OF CONTENTS

Listed below is a summary of items you should consider in
evaluating the certificate.  These items are discussed in more
detail elsewhere in the prospectus as indicated.

About the Series D-1 Investment Certificate

Investment Amounts and Interest Rates - The Series D-1 certificate
is purchased by the trustee or custodian (page 8) at the direction
of Plan participants or IRA owners using contributions to a Plan or
IRA or by affiliated companies of IDSC.  IDSC will pay the trustee
or custodian at maturity the face amount plus earned interest. 
Interest rates are declared each calendar quarter beginning on Jan.
1, April 1, July 1, and Oct. 1.  The rate for the first calendar
quarter will be within a specified range of an average 12-month
certificate of deposit rate as published in the BANK RATE MONITOR
National Index(trademark) N. Palm Beach, FL 33408.  Future interest
rates are at the discretion of IDSC (page 5).

Determining the Face Amount and Principal of the Series D-1
Investment Certificate - The face amount of the certificate is the
total amount invested.  The principal is the total investment plus
interest compounded monthly over the 20-year life of the
certificate, less withdrawals (page 7).

Value at Maturity Will Exceed Face Amount - We guarantee the rate
of interest on the Series D-1 certificate for each calendar
quarter.  Due to interest received, the value at maturity of a
certificate held to maturity will exceed the face amount of the
certificate (page 7).

Earning Interest - Interest accrues and is credited daily and will
be compounded at the end of each calendar month (page 7).

Using the Series D-1 Investment Certificate
   
Contributions to the Certificate - Instructions to Plan
participants on how to direct contributions to the Series D-1
certificate may be obtained through the appropriate Plan
Administrator or, for IRAs, from your financial advisor or your
local American Express Financial Advisors office or by writing to
American Express Financial Advisors Inc., IDS Tower 10,
Minneapolis, MN 55440-0534 or by calling IDS Certificate Service
Information at toll free 1-800-437-3463.  The Series D-1
<PAGE>
PAGE 7
certificate is offered only to eligible participants in connection
with the IDS Retirement Plan, the IDS Incentive and Thrift Plan,
the Career Distributors' Retirement Plan, the IDS DVP Retirement
Plan, the IDS DVP Savings Plan, the IDS Mutual Funds Profit Sharing
Plan, IRAs of persons who retire as full-time American Express
Financial Corporation employees, financial advisors or district
managers and to affiliated companies of IDSC. (page 7).
    
Other IRAs or 401(k) Plan Accounts and Other Qualified Retirement
Accounts - When a participant takes a qualifying distribution from
a plan qualified under Internal Revenue Code 401(a), the
participant's Series D-1 certificate plan account may be rolled
over into an IRA or other qualified retirement plan account where
allowed by a Plan (page 8).  The Career Distributors' Retirement
Plan is a nonqualified deferred compensation plan. 

Receiving Cash - A participant in a Plan (other than CDRP) or an
IRA owner may receive cash after taking an "in kind" distribution
of his or her Series D-1 certificate plan account or IRA, subject
to federal tax laws and the terms of the payout options (page 9).
                                                                    
At Maturity - If the Series D-1 certificate is held to maturity
following an "in kind" distribution, a check for the principal will
be sent.  Payout options also are available (page 10).

Transferring the Series D-1 Certificate Ownership - While the
Series D-1 certificate is not negotiable, under limited
circumstances it can, if eligible, be transferred to a qualified
plan or IRA trustee or custodian upon written request (page 11).

Giving Us Instructions - All instructions to us must be in proper
written form (page 11).

Income and Taxes

Tax Treatment of this Investment - Interest earned on the Series 
D-1 certificate is generally not taxable until withdrawn (page 11).

How your money is used and protected
   
Invested and guaranteed by IDSC - IDSC, a wholly owned subsidiary
of American Express Financial Corporation, issues the Series D-1
certificate in the name of the custodian of the IRA, trustee of a
Plan or in the case of the CDRP of American Express Financial
Corporation, to American Express Financial Corporation as the
sponsor of the plan or to an affiliated company of IDSC.  This
section gives basic information about IDSC's assets and income
(page 12).
    
Regulated by Government - The Series D-1 certificate is a security
and is governed by federal and state law (page 12).

Backed by our investments - Our investments, mostly debt
securities, are on deposit (page 13).
<PAGE>
PAGE 8
   
Investment Policies - We do not purchase securities on margin or
invest in commodities nor do we participate on a joint basis or
joint-and-several basis in any trading account in securities.  
There are no restrictions on concentration of investments in
industries.  We may lend securities and receive cash equal to the
market value of the securities as collateral.  We also may purchase
securities on a "when-issued" basis (page 13).

Relationship Between IDSC and American Express Financial
Corporation - American Express Financial Corporation is our parent
company.  It, in turn, is owned by American Express Company
(American Express) (page 14).

Capital structure and certificates issued - (page 15).

Investment management and services - American Express Financial
Corporation acts as investment advisor for our certificates.  The
Investment Advisory and Services Agreement governs American Express
Financial Corporation's transactions on our behalf and the fees we
pay American Express Financial Corporation for investment advisory
services.  There is no distribution fee charged (page 15).

Employment of Other American Express Affiliates - American Express
Financial Corporation may employ other American Express affiliates
to perform certain transactions for us (page 16).
    
Directors and officers - This section contains information about
our management and directors. (page 17-19).

ABOUT THE SERIES D-1 INVESTMENT CERTIFICATE

Investment Amounts and Interest Rates

The Series D-1 Certificate is a security purchased with single or
multiple payments.  The amount that can be invested is determined
by the provisions of the Plans and applicable tax laws.  A
participant's Plan investment is the dollar amount or its
equivalent percentage contributions directed to the participant's
Plan account.  The interest rate applied to the investment is the
quarterly rate then in effect.  Investments earn interest from the
date IDSC accepts each Plan contribution or IRA contribution.

Interest on the Series D-1 certificate is guaranteed for each
calendar quarter.  The rate paid will not change during a quarter. 
A calendar quarter begins each Jan. 1, April 1, July 1, or Oct. 1. 
IDSC guarantees that when rates for new purchases take effect, the
rate will be within a range from 75 to 175 basis points above the
average interest rate then published for 12-month certificates of
deposit in the BANK RATE MONITOR National Index(trademark), N. Palm
Beach, FL 33408.  For example, if the rate published for a given
week in the BANK RATE MONITOR National Index(trademark), N. Palm
Beach, FL 33408 for 12-month certificates is 3.25 percent, IDSC's
rate in effect for new purchases would be between 4 percent and 5
percent.

Interest rates may differ for investments of more than $1 million
in one or more Series D-1 Certificates by any affiliated company of
IDSC.  When rates for new purchases by any such company take <PAGE>
PAGE 9
effect, the rate will be within a range from 20 basis points below
to 80 basis points above the average interest rate then published
for 12-month certificates of deposit in the BANK RATE MONITOR
National Index(trademark), N. Palm Beach, FL 33408.

The BANK RATE MONITOR National Index(trademark), N. Palm Beach, FL
33408 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
Index(trademark), N. Palm Beach, FL 33408 are government-insured
fixed-rate time deposits.  The BANK RATE MONITOR National
Index(trademark), N. Palm Beach, FL  33408 is published in the BANK
RATE MONITOR, a weekly magazine published in N. Palm Beach, FL, by
Advertising News Service Inc., an independent national news
organization that collects and disseminates information about bank
products and interest rates.  It is not affiliated with IDSC,
American Express Financial Corporation, or any of their affiliates.
    
The publisher of the BANK RATE MONITOR distributes to national and
broadcast news media on a regular weekly basis its current index
rates for various terms of certificates of deposit of banks and
thrifts. 
   
The BANK RATE MONITOR periodical may be available in your local
library.  To obtain information on the current BANK RATE MONITOR
National IndexTM rates, call IDS Certificate Service Organization
at 1-800-437-3463 or TTY number 1-800-846-4293.
    
Interest is credited to the certificate daily. The rate in effect
on the day the contribution is accepted in Minneapolis will apply
to the certificate.  The interest rate shown on the front of this
prospectus may or may not be in effect on the date a participant's
contribution is accepted.

Interest for future calendar quarters may be greater or less than
the rates for the first quarter.  The then prevailing investment
climate, including 12-month average certificate of deposit
effective yields as reflected in the BANK RATE MONITOR National
Index(trademark), N. Palm Beach, FL 33408, will be a primary
consideration in deciding future rates.  Nevertheless, IDSC has
complete discretion as to what interest it will declare beyond the
initial quarter.

Any investments rolled over from the Series D-1 certificate to an
IRA or 401(k) plan account or other qualified retirement account
will be subject to the limits and provisions of that account or
plan and applicable tax laws.

Determining the Face Amount and Principal of the Series D-1
Investment Certificate

The face amount is the amount of the initial investment in the
Series D-1 certificate.  At the beginning of each quarter, all
interest previously credited to a Series D-1 certificate and not
withdrawn will become part of its principal.  For example: if the
initial investment in a certificate was $100,000, the face amount<PAGE>
PAGE 10
would be $100,000.  If the certificate earns $1,000 in interest
during a quarter and it is not withdrawn, the principal for the
next quarter will be $101,000.  Your principal is guaranteed by
IDSC.

Value at Maturity Will Exceed Face-Amount
The Series D-1 certificate matures in 20 years.  A certificate held
to maturity will have had interest declared each quarter over its
life.  Interest once declared for the quarter will not be reduced. 
The value at maturity will exceed the face amount.

Earning Interest

Interest is accrued and credited daily on the Series D-1
certificate.  If a withdrawal is made during a month, interest will
be paid to the date of the withdrawal.  Interest is compounded at
the end of each calendar month.  The amount of interest earned each
month is determined by applying the daily interest rate then in
effect to the daily balance of the Series D-1 certificate. 
Interest is calculated on a 360-day year basis.

USING THE SERIES D-1 INVESTMENT CERTIFICATE

Contributions to the Series D-1 Investment Certificate
   
A contribution will be made to the Series D-1 Certificate by the
Plan sponsor as directed by the participant.  Instructions to Plan
participants on how to direct Plan contributions to a Series D-1
certificate may be obtained from the appropriate Plan
Administrator.  The amount of contributions made on behalf of a
participant or American Express Financial Corporation will be
limited by the terms of the Plan and applicable tax laws.
    
Any additional contributions in a Plan or IRA made on behalf of
participants or investors who already have a beneficial interest in
or related to an IDS Series D-1 Investment Certificate in the same
Plan or IRA will be added directly to that certificate, rather than
invested in a new certificate.
   
The Series D-1 certificate is offered only in connection with the
IDS Retirement Plan, the IDS Incentive and Thrift Plan, the Career
Distributors' Retirement Plan, the IDS DVP Retirement Plan, the IDS
DVP Savings Plan, the IDS Mutual Funds Profit Sharing Plan of the
IDS MUTUAL FUND GROUP, and the IRAs of persons who retire as full-
time employees, financial advisors or district managers of American
Express Financial Corporation, its subsidiary  companies, and the
IDS MUTUAL FUND GROUP and to affiliated companies of IDSC.  These
Plans are for the exclusive benefit of eligible employees and
financial advisors of American Express Financial Corporation and
its subsidiary companies and the IDS MUTUAL FUND GROUP.  Any Series
D-1 certificate issued will be owned by and issued in the name of
the trustee or custodian of the IRA or Plan except that a
certificate issued in conjunction with CDRP will be issued in the
name of American Express Financial Corporation. 

Participating employees and advisors have a beneficial interest in
or related to the applicable Series D-1 certificates but are not
the direct owners.  The terms of a Plan, as interpreted by the<PAGE>
PAGE 11
applicable Plan trustee, or American Express Financial Corporation
in the case of CDRP, will determine how a participant's individual
account is administered.  These terms will likely differ in some
aspects from those of the Series D-1 certificate.  The custodian or
trustee may change the ownership of any Series D-1 certificate
issued to a participant in a Plan in connection with an "in kind"
distribution of benefits from a Plan as described below.  Any new
custodian or trustee, including any IRA custodian, will be
responsible for contacting us to change ownership.
    
Other IRAs or 401(k) Plan Accounts and Other Qualified Retirement
Accounts
   
Unless prohibited by your Plan, any Series D-1 certificate proceeds
distributed to an eligible participant in a qualifying
distribution, may be invested in an IRA or qualified retirement
plan.  Transfer of proceeds of the Series D-1 certificate to an
IRA, or 401(k) plan account or other qualified retirement plan
account will be limited by Plan provisions and applicable federal
law.  Federal tax laws may affect your ability to invest in certain
types of retirement accounts.  You may wish to consult your tax
advisor or your local American Express Tax and Business Services
tax professional, where available, for further information.
    
In addition, under limited circumstances a Series D-1 certificate
may be transferred "in kind" to an IRA or qualified retirement
account.  An "in kind" distribution will not reduce or extend the
certificate's maturity.  If an "in kind" transfer is made, the
terms and conditions of the Series D-1 certificate apply to the IRA
or qualified retirement account as the holder of the certificate. 
The terms of the Plan, as interpreted by the Plan trustee or
administrator, will determine how a participant's individual
account with the Plan is administered.  These terms may differ from
the terms of the certificate.  A Series D-1 certificate may only be
distributed "in kind" to an IRA or other qualified retirement
account.  If you make a withdrawal from a qualified retirement plan
or IRA prior to age 59 1/2, you may be required to pay federal
early distribution penalty tax.
   
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 qualified plan distributions, unless
the distribution is directly rolled over to another qualified plan
or IRA.  See your tax advisor to see how these rules apply to you
before you request a distribution from your plan or IRA.
    
Receiving Cash 

The following sections briefly describe the limitations upon a
participant's ability to withdraw cash from the Series D-1
certificate.  Any such withdrawal could take place after the
participant has taken an "in kind" distribution of the Series D-1
certificate.

<PAGE>
PAGE 12
   
Federal Tax Limitations - The following briefly discusses certain
federal tax limitations on a participant's ability to take "in
kind" distributions.  You may wish to consult your tax advisor or
your local American Express Tax and Business Services tax
professional, where available, for further information.
      
If a Series D-1 certificate is distributed to the beneficial owner
by the trustee or custodian of a plan qualified under Section
401(a) of the Internal Revenue Code of 1986 then, unless otherwise
elected by the trustee or custodian on a form satisfactory to IDSC:

1)   the maturity date will be no later than the end of the taxable
     year in which the later of the following occurs:
     a)   the beneficial owner attains age 70 1/2; or
     b)   distribution of the Series D-1 certificate is made to the
          beneficial owner; and

2)   the total value of the Series D-1 certificate will be paid out
     in equal or substantially equal monthly, quarterly, semiannual
     or annual payments over a specified period of time which does
     not extend beyond the life expectancy (determined as of the
     maturity date) or the joint and survivor life expectancy of
     the beneficial owner and his/her spouse.

If the Series D-1 certificate is issued in connection with an
Individual Retirement Account (IRA) or other qualified Plan, (1)
the owner must elect a maturity date which is no later than the
taxable year in which he or she attains age 70 1/2, and (2) the
total value of the Series D-1 certificate will be paid out in equal
or substantially equal monthly, quarterly, semiannual or annual
payments over a specified period of time which does not extend
beyond the owner's life expectancy (determined as of the end of the
taxable year in which the owner attains age 70 1/2) or the joint
and survivor life expectancy of the owner and his/her spouse.

Except as noted above, each of the payout options described is
subject to the following general provisions governing payout
options.

     'All election(s) must be made by written notice in a form
     acceptable by IDSC.  The election(s) will become effective on
     the date(s) chosen.

     'No election(s) can be made that will require IDSC to make any
     payment later than 30 years from the date elected; and make
     any term or periodic interest payment of less than $50.

     'After the date of the elected payout option, the owner may
     elect to receive all or part of the balance left under a
     payout option.  If done only in part, the balance may be left
     under the elected option.

Payout Options - Any time after the issue date of the Series D-1
certificate if an "in kind" distribution has occurred, including at
the time of maturity, a payout option may be elected for all or any
part of a Plan investment.  The payout options are described below. 
<PAGE>
PAGE 13
Payout options may be changed.  The balance remaining in the
certificate will continue to accrue interest at the then current
rate; the amount transferred to an option will continue to accrue
interest at the then current option rate.  The maturity date of the
balance will not be affected.  Notwithstanding the provisions of
the payout options herein described, tax laws in effect at the time
a payout option is selected and plan provisions may limit the
availability of the option.

Withdrawals - Withdrawals can be made from the certificate.  To do
so, a request must be submitted in a form acceptable to IDSC at the
address or phone number on the cover of this prospectus.  If
proceeds from a full or partial surrender are received directly by
a participant and are not transferred to a trustee or custodian of
a qualified retirement plan, the participant may be penalized by
the IRS for this may be considered an early withdrawal.

Installment Payments - Installment payments of $50 or more may be
elected.  The payment periods designated may be monthly, quarterly,
semiannually or annually over a period of more than two years but
less than thirty years, but also cannot exceed that permitted under
federal tax law.  Payments will begin one payment period after the
effective date of the payout option.  Depending on the size of the
payment selected, these payments may include both principal and
interest.

Periodic Interest Payments - Combined interest on the Series D-1
certificate may be paid in monthly, quarterly, semiannual or annual
payments of more than two years but less than thirty years provided
the payments are at least $50.  The time period selected cannot
exceed that permitted under federal tax law.

Deferred Interest - At maturity or after any installment or
periodic interest payout plan has begun, all or part of the Series
D-1 certificate may be left with IDSC to continue to earn interest
for an additional period of years.  The additional years elected
may not exceed the earlier of thirty years from the date of
maturity or date on which the participant reaches age 70 1/2.

At its option, IDSC may defer for not more than thirty days any
payment to which the participant may become entitled prior to the
Series D-1 certificate's maturity.  IDSC will pay interest on the
amount deferred at the rate used in accumulating the reserves for
the Series D-1 certificate for any period of deferment.  Any
payment by us also may be subject to other deferment as provided by
the rules, regulations or orders made by the Securities and
Exchange Commission.

At Maturity

If an "in kind" distribution has been taken, at the Series D-1
certificate's maturity, a check will be sent for the remaining
value of the certificate.  Instead of receiving cash, the Deferred
Interest Option, or one of the payout options explained above may
be selected.

<PAGE>
PAGE 14
Transferring Series D-1 Investment Certificate Ownership

When the Series D-1 certificate is owned by a trustee or custodian
of a Plan or IRA, the trustee or custodian may request a transfer
of the ownership of the Series D-1 certificate on the books of
IDSC.  A transfer request must be in a form acceptable to the Plan
or the IRA custodian and to IDSC and received at IDSC's home
office.  

Giving Us Instructions

We must receive proper notice in writing or by telephone, at (612)
671-5656 (not a toll free number), of any instructions regarding a
certificate.

Proper written notice must:

'be addressed to our home office,

'include sufficient information for us to carry out the request,
and

'be signed and dated by all participant(s).

All amounts payable by us in connection with the Series D-1
certificate are payable at our home office unless we advise
otherwise.

INCOME AND TAXES

Tax Treatment of This Investment

Interest paid to the Series D-1 certificate is generally not
taxable until a participant begins to make withdrawals.  For
further discussion of certain federal tax limitations, see page 9.
   
Rules regarding Plan distributions and other aspects of the Series
D-1 certificate are complicated.  We recommend that participants
consult their own tax advisor or local American Express Tax and
Business Services tax professional, where available, to determine
how the rules may apply to their individual situation.
    
Withholding Taxes

According to federal tax laws, you must provide us with your
correct certified taxpayer identification number.  This number is
your Social Security number.  If you do not provide this number, we
may be required to withhold a portion of your interest income and
certain other payments, including distributions from a retirement
account or qualified plan.  Be sure your correct taxpayer
identification number is provided.

If you supply an incorrect taxpayer identification number, the IRS
may assess a $50 penalty against you.

<PAGE>
PAGE 15
How your money is used and protected

Invested and guaranteed by IDSC
   
The IDS Series D-1 Certificate is issued and guaranteed by IDSC, a
wholly owned subsidiary of American Express Financial Corporation. 
We are by far the largest issuer of face amount certificates in the
United States, with total assets of more than $3.0 billion and a
net worth in excess of $141 million on Dec. 31, 1994.

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 American Express
Financial Corporation for advisory and other services and
distribution fees to American Express Financial Advisors Inc.

For a review of significant events relating to our business, see
"Management's discussion and analysis of financial condition and
results of operations."  Our certificates are not rated by a
national rating agency.

Most banks and thrifts offer investments known as certificates of
deposit that are similar to our certificates in many ways.  Banks
and thrifts generally have federal deposit insurance for their
deposits and lend much of the deposited money 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 Series D-1 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 amortized cost
must exceed the required carrying value of the outstanding
certificates by at least $250,000.  As of Dec. 31, 1994, the
amortized cost of these investments exceeded the required carrying
value of our outstanding certificates by more than $121 million.
    
Backed by our investments
   
Our investments are varied and of high quality.  This was the
composition of our portfolio as of Dec. 31, 1994:

31% corporate and other bonds
27  government agency bonds
23  preferred stocks
 9  mortgages
 5  municipal bonds
 5  cash and cash equivalents<PAGE>
PAGE 16
    
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.
   
Most of our investments are on deposit with American Express Trust
Company (formerly IDS Trust Company), Minneapolis, although we also
maintain separate deposits as required by certain states.  American
Express Trust Company is a wholly owned subsidiary of American
Express Financial Corporation.  Copies of our Dec. 31, 1994
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.<PAGE>
PAGE 17
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.
   
Financial transactions:  We buy or sell various types of options
contracts for hedging purposes or as a trading technique to
facilitate securities purchases or sales.  We buy interest rate
caps for hedging purposes.  These pay us a return if interest rates
rise above a specified level.  If approved by the SEC, IDSC may
enter into other financial transactions, including futures and
other derivatives, for the purpose of managing the interest rate
exposures associated with IDSC's assets or liabilities. 
Derivatives are financial instruments whose performance is derived,
at least in part, from the performance of an underlying asset,
security or index.  A small change in the value of the underlying
asset, security or index may cause a sizable gain or loss in the
fair value of the derivative.
    
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 American Express Financial
Corporation
    
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, American Express Financial Corporation,
our parent company and organizer, had issued similar certificates
since 1894.  IDSC and American Express Financial Corporation have
never failed to meet their certificate payments.

During its many years in operation, American Express Financial
Corporation has become a leading manager of investments in
mortgages and securities.  As of Dec. 31, 1994, American Express
Financial Corporation managed investments, including its own, of
more than $105 billion.  A wholly owned subsidiary, American
Express Financial Advisors 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 7,800
financial advisors.  American Express Financial Advisors' 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.
    
<PAGE>
PAGE 18
   
American Express Financial Corporation 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.
    
American Express Financial Advisors 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.  American Express
Financial Corporation owns all of the outstanding shares.

As of Dec. 31, 1994, IDSC had issued (in face amount)
$12,727,756,065 of installment certificates and $13,016,532,575 of
single payment certificates.
    
Investment management and services
   
Under an Investment Advisory and Services Agreement, American
Express Financial Corporation acts as our investment advisor 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.
   
All these activities are subject to direction and control by our
board of directors and officers.  Our agreement with American
Express Financial Corporation requires annual renewal by our board,
including a majority of directors who are not interested persons of
American Express Financial Corporation or IDSC as defined in the
federal Investment Company Act of 1940.

For its services, we pay American Express Financial Corporation a
monthly fee, equal on an annual basis to a percentage of the total
book value of certain assets (included assets).
    
Advisory and services fee computation:

                               Percentage of total
Included assets                book value
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

Included assets are all assets of IDSC except mortgage loans, real
estate, and any other asset on which we pay an advisory or a
service fee.

<PAGE>
PAGE 19
Advisory and services fees for the past three years were:
   
                                  Percentage of
Year        Total fees            included assets
1994        $13,565,432               0.51%
1993        $15,036,091               0.50%
1992        $17,851,271               0.50%

Estimated advisory and services fees for 1995 are $15,074,000.

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 American Express Financial Corporation,
o fees and expenses of our directors who are not officers or
employees of American Express Financial Corporation,
o provision for certificate reserves (interest accrued on
certificate holder accounts), and
o expenses of customer settlements not attributable to any sales
function.
    
Distribution

IDSC does not have a distribution agreement or pay a distribution
fee for this certificate.

Employment of other American Express affiliates
   
American Express Financial Corporation may employ 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, chairman, 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 $37,000 during 1994 to directors not employed by
American Express Financial Corporation.
    <PAGE>
PAGE 20
   
Board of directors

David R. Hubers* 
Age 52
Director since April 1987

President and chief executive officer of American Express Financial
Corporation since 1993.  Senior vice president and chief financial
officer of American Express Financial Corporation from 1984 to
1993.

Charles W. Johnson 
Age 65
Director since August 1989

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

Edward Landes  
Age 75  
Director since May 1984

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

John V. Luck Ph.D.
Age 69
Director since April 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 54
Director since January 1994 

Chairman of the board of directors since February, 1994.  Executive
vice president - marketing and products of American Express
Financial Corporation since February 1994.  Senior vice president -
insurance operations of American Express Financial Corporation and
president and chief executive officer of IDS Life Insurance Company
from 1986 to 1994.

Harrison Randolph 
Age 79
Director since 1968

Gordon H. Ritz 
Age 67
Director since 1968

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

<PAGE>
PAGE 21
Stuart A. Sedlacek* 
Age 37
Director since January 1994 

President since February 1994.  Vice president - assured assets of
American Express Financial Corporation since March 1994.  Vice
president and portfolio manager from 1988 to 1994.  Executive vice
president - assured assets of IDS Life Insurance Company since
March 1994.

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

Executive officers

Stuart A. Sedlacek 
Age 37
President since February 1994.

Louis C. Fornetti 
Age 45  
Vice president since January 1990

Senior vice president and chief financial officer of American
Express Financial Corporation since 1993.  Director of American
Express Financial Corporation since 1988.

Morris Goodwin Jr. 
Age 43
Vice president and treasurer since 1989.

Vice president and corporate treasurer of American Express
Financial Corporation since 1989.  Chief financial officer and
treasurer of American Express Trust Company from 1988 to 1989.

Colleen Curran 
Age 42
Secretary since 1990

Secretary and assistant vice president of American Express
Financial Corporation since 1990.  Senior counsel to American
Express Financial Corporation since 1990.  Counsel from 1985 to
1990.

Lorraine R. Hart
Age 43
Vice president-investments since February 1994.

Vice President - insurance investments of American Express
Financial Corporation since 1989.  Vice president, investments of
IDS Life Insurance Company since 1992.

<PAGE>
PAGE 22
Jay C. Hatlestad
Age 37
Vice president and controller of IDS Certificate Company 
since 1994.

Manager of investment accounting of IDS Life Insurance Company from
1986 to 1994.

Bruce A. Kohn 
Age 44
Vice president and general counsel since 1993.

Counsel to American Express Financial Corporation since 1992. 
Associate counsel from 1987 to 1992.

F. Dale Simmons 
Age 57
Vice president - Real Estate Loan Management since 1993.

Vice president of American Express Financial Corporation since
1992.  Senior portfolio manager of American Express Financial
Corporation since 1989.  Assistant vice president from 1987 to
1992.

The directors and officers as a group beneficially own less than 1%
of the common stock of American Express Company.
    
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.

Auditors

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 available to any certificate holder upon request.
   
Ernst & Young LLP, Minneapolis, has audited the financial
statements for each of the years in the three-year period ended
Dec. 31, 1994. These statements are included in this prospectus. 
Ernst & Young LLP, is also the auditor for American Express, the
parent company of American Express Financial Corporation and IDSC.
    <PAGE>
PAGE 23
Summary of selected financial information                           
                       

The following selected financial information has been derived from
the audited financial statements and should be read in conjunction
with those statements and the related notes to financial
statements.  Also see Management's Discussion and Analysis of
Financial Condition and Results of Operations for additional
comments.
<TABLE><CAPTION>                                                    
                    
Year Ended Dec. 31,                           1994         1993        1992        1991        1990
                                                                        ($ thousands)     
<S>                                           <C>          <C>         <C>         <C>         <C>
Statement of Operations Data:
Investment income                             $207,975     $236,859    $294,799    $351,970    $331,521
Investment expenses                             58,690       65,404      69,630      63,353      55,176

Net investment income before provisions
  for certificate reserves and income taxes    149,285      171,455     225,169     288,617     276,345
Net provision for certificate reserves         107,288      123,516     178,175     258,443     271,267

Net investment income before income taxes       41,997       47,939      46,994      30,174       5,078
Income tax benefit                               2,663        3,365      11,666      20,537      28,588

Net investment income                           44,660       51,304      58,660      50,711      33,666

Realized gain (loss) on investments - net:
Securities of unaffiliated issuers              (7,514)      (9,870)     (9,498)        (129)     2,178
Other - unaffiliated                             1,638         (418)       (500)      (1,053)      (851)

Total gain (loss) on investments                (5,876)      (10,288)    (9,998)      (1,182)      1,327 
Income tax benefit (expense)                     2,047         4,617      3,399          402        (451)

Net realized gain (loss) on investments         (3,829)       (5,671)    (6,599)        (780)        876
Net income - wholly owned subsidiary               241           120          3          139         286

Net income                                     $41,072       $45,753    $52,064      $50,070     $34,828

Dividends declared:
Cash                                           $40,200       $64,500    $83,750      $74,800     $47,000
In-kind(a)                                           -             -     64,558       25,466           -

Balance Sheet Data:
Total assets                                   $3,040,857    $2,951,405 $3,444,985   $3,971,583  $4,168,586
Certificate loans                                  58,203        67,429     77,347       88,570      99,192
Certificate reserves                            2,887,405     2,777,451  3,256,472    3,712,570   3,859,530
Stockholder's equity                              141,852       161,138    179,885      223,820     273,600
</TABLE> 

IDS Certificate Company (IDSC) is 100% owned by American Express
Financial Corporation (Parent) formerly IDS Financial Corporation.

(a) Consisted of an investment security at amortized cost in 1992
and a reduction in the note receivable from Parent in 1991.
<PAGE>
PAGE 24
Management's discussion and analysis of financial condition and
results of operations

Results of operations:

IDS Certificate Company's (IDSC) earnings are derived primarily
from the after-tax yield on invested assets less investment
expenses and interest credited on certificate reserve liabilities. 
Changes in earnings' trends occur largely due to changes in the
margin between rates of return on investments and rates of interest
credited to certificate holder accounts and also, the mix of fully
taxable and tax-advantaged investments in the IDSC portfolio.

During the years 1991 through 1993, total assets and certificate
reserve liabilities decreased due to certificate maturities and
surrenders exceeding certificate sales.  The excess of certificate
maturities and surrenders over certificate sales in 1993, 1992 and
1991 primarily reflected lower accrual rates declared by IDSC in
those years, which in turn, reflected lower interest rates
available in the marketplace.

During 1994, total assets and certificate reserves increased due to
certificate sales exceeding certificate maturities and surrenders. 
The excess of certificate sales over certificate maturities and
surrenders resulted primarily from higher accrual rates declared by
IDSC during the last six months of 1994, reflecting rising interest
rates in the marketplace.  The increase in total assets in 1994 was
tempered by $23 million of net unrealized depreciation on
investment securities classified as available for sale, net of
deferred taxes of $13 million.

1994 Compared to 1993:

Gross investment income decreased 12% due primarily to a lower
average balance of invested assets.

The 10% decrease in investment expenses resulted primarily from
lower amortization of the cost of interest rate caps and $2.3
million of reimbursement under cap agreements in 1994.  Lower
amortization of deferred distribution fees, and lower investment
advisory and services fees due to a lower average asset base on
which the fee is calculated contributed also, to the decrease in
investment expenses.

Net provision for certificate reserves decreased 13% reflecting
lower accrual rates during the first six months of the year and a
lower average balance of certificate reserves.

The decrease in income tax benefit resulted primarily from lower
tax-advantaged income.

1993 Compared to 1992:

Gross investment income decreased 20% due to a lower average
balance of invested assets and lower investment yields. 

<PAGE>
PAGE 25
The 6.1% decrease in investment expenses resulted primarily from
lower amortization of deferred distribution fees, and lower
investment advisory and services fee due to a lower average asset
base on which the fee is calculated.  These decreases were
partially offset by higher amortization of the cost of interest
rate caps.  The higher amortization reflects additional purchases
and accelerated amortization of certain interest rate caps in 1993.

Net provision for certificate reserves decreased 31% reflecting
lower accrual rates and a lower average balance of certificate
reserves.

The $7.1 million decrease in income tax benefit resulted primarily
from lower tax-advantaged income in 1993.  The impact of the change
in Federal statutory income tax rate in 1993 was an increase in
income tax benefit of $.6 million of which $.4 million reflects the
increase in rate on the Dec. 31, 1992 balance of temporary
differences.

Liquidity and cash flow:

IDSC's principal sources of cash are reserve payments from sales of
face-amount certificates and cash flows from investments.  In turn,
IDSC's principal uses of cash are payments to certificate holders
for matured and surrendered certificates, purchase of investments
and payments of dividends to the Parent.

Certificate sales volume increased 86% in 1994, reflecting higher
accrual rates and clients' ongoing desire for safety of principal.
Sales of certificates totaled $1.1 billion compared to $.6 billion
in 1993 and $.7 billion during 1992.

IDSC, as an issuer of face-amount certificates, is affected
whenever there is a significant change in interest rates.  In view
of the uncertainty in the investment markets and due to the
short-term repricing nature of certificate reserve liabilities,
IDSC continues to invest in securities with relatively short
maturities and in securities that provide for more immediate,
periodic interest/principal payments, resulting in improved
liquidity.  To accomplish this, IDSC continues to invest much of
its cash flow in mortgage-backed securities and in intermediate-
term bonds.

IDSC's investment program is designed to maintain an investment
portfolio that will produce the highest possible after-tax yield
within acceptable risk standards with additional emphasis on
liquidity.  The program considers investment securities as
investments acquired to meet anticipated certificate holder
obligations. 

Effective Jan.1, 1994, IDSC adopted Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities".  Under the SFAS 115,
debt securities that IDSC has both the positive intent and ability
to hold to maturity are carried at amortized cost.  Debt securities
IDSC does not have the positive intent to hold to maturity, as well
as all marketable equity securities, are classified as available
for sale and carried at fair value.  The available-for-sale
classification does not mean that IDSC expects to sell these <PAGE>
PAGE 26
securities, but that under SFAS No. 115 positive intent criteria,
these securities are available to meet possible liquidity needs
should there be significant changes in market interest rates or
certificate holder demand.  See notes 1 and 3 to the financial
statements for additional information relating to SFAS No. 115.

At Dec. 31, 1994, securities classified as held to maturity and
securities classified as available for sale were $1.3 billion and
$1.2 billion, respectively.  These securities, which comprise 84%
of IDSC's total invested assets, are well diversified.  Of these
securities, 96% are of investment grade and, other than U.S.
Government Agency mortgage-backed securities, no  one issuer
represents more than 1% of these securities.  See note 3 to
financial statements for additional information on ratings and
diversification.

In 1994, in reaction to the rising interest rate environment, IDSC
continued to restructure a portion of its investment security
portfolio by selling $275 million of available-for sale securities. 
Gross gains of $.4 million and gross losses of $10.1 million were
realized on the sales.

During 1992, IDSC charged earnings with $23.7 million of
write-downs in the value of certain interest-only, mortgage-backed
securities that resulted from high prepayments due to refinancing
and additional payment activity on the underlying pool of mortgages
due to declining interest rates.  At Dec. 31, 1992, the carrying
value of these securities was $30.2 million.  During 1993,
additional write-downs of $.6 million were recorded and all of
these securities with a carrying value of $27.4 million were sold
for $14.3 million.  At Dec. 31, 1994, IDSC held no investments in
interest-only or principal-only mortgage-backed securities.

During 1994, IDSC's reserve for possible losses on its below
investment grade securities was reduced from $2.0 million at Dec.
31, 1993, to $1.0 million.  The reduction reflects sales and
exchanges of certain of these issues in 1994.  IDSC does not
generally invest in below investment grade securities and is
limited by regulation as to the amount of such securities it can
hold.  IDSC's holdings in these securities result principally from
the downgrading of the securities subsequent to purchase by IDSC. 
Management reviews these securities on a case-by-case basis to
determine whether it is appropriate to hold them in IDSC's
portfolio.  Management believes that reserves for possible losses
on securities owned at Dec. 31, 1994, are adequate, however, future
economic factors could impact the ratings of securities owned and
additional reserves for losses may need to be recognized.

Derivative financial instruments:

IDSC enters into transactions involving interest rate caps, and
purchased and written call options to manage its exposure to rising
interest rates.  IDSC does not enter into such transactions for
trading purposes.  There is a possibility that the value of these
instruments will change due to fluctuations in a factor from which
the instrument derives its value.  IDSC is not subject to this
market risk because these instruments are largely used to hedge
such risks, and therefore, the cash flow and income effects of the <PAGE>
PAGE 27
instruments are inverse to the effects of of the underlying
transactions.  See note 8 to financial statements for additional
information regarding derivative financial instruments.

Impact of new accounting standards:

The Financial Accounting Standards Board's SFAS No. 114 "Accounting
by Creditors for Impairment of a Loan," and SFAS No. 118
"Accounting by Creditors for Impairment of a Loan-Income
Recognition and Disclosures", are effective Jan. 1, 1995.  These
statements apply to collateralized and uncollateralized loans
except for large groups of homogeneous loans.  A loan is considered
impaired if, based on current information, it is probable that
principal and interest due under the loan agreement will not be
collected.  The amount of impairment is the excess of the loan's
carrying value over the present value of expected future cash flows
discounted at the loan's effective rate, or if more practical, the
loan's observable market price, or the fair value of collateral if
the loan is collateral dependent.  The new rules are not expected
to have a material impact on IDSC's results of operations or
financial condition.

Capital Contributions:

To manage its regulatory capital requirements, IDSC received a
capital contribution from the Parent of $3.0 million in 1994.

Due to the decrease in IDSC's assets in 1992, IDSC felt its holding
in Fund America Companies, Inc. preferred stock was too large an
exposure to a single credit risk, resulting in IDSC's dividend-
in-kind of the issue to Parent.  Parent subsequently contributed
capital to IDSC of $52 million. The contribution was necessary to
manage IDSC's regulatory capital requirements.

Ratios:

The ratio of stockholder's equity, excluding net unrealized holding
gains and losses on investment securities, to total assets less
certificate loans at Dec. 31, 1994, was 5.54%, compared to 5.59%
in 1993.  IDSC intends to maintain a ratio of at least 5.0% in
1995, which meets current regulatory requirements.

<PAGE>
PAGE 28
Annual Financial Information

Report of Independent Auditors

The Board of Directors and Security Holders
IDS Certificate Company:

We have audited the accompanying balance sheets of IDS Certificate
Company, a wholly owned subsidiary of American Express Financial
Corporation (formerly IDS Financial Corporation), as of December
31, 1994 and 1993, and the related statements of operations,
stockholder's equity and cash flows for each of the three years in
the period ended December 31, 1994.  These financial statements are
the responsibility of the management of IDS Certificate Company.
Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  Our
procedures included confirmation of investments owned as of
December 31, 1994 and 1993 by correspondence with custodians and
brokers.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of IDS
Certificate Company at December 31, 1994 and 1993, and the results
of its operations and its cash flows for each of the three years in
the period ended December 31, 1994, in conformity with generally
accepted accounting principles.

As discussed in note 1 to the financial statements, IDS Certificate
Company changed its method of accounting for certain investments in
debt and equity securities in 1994.



ERNST & YOUNG  LLP
Minneapolis, Minnesota
February 2, 1995
<PAGE>
PAGE 29
IDS Certificate Company

Responsibility for Preparation of Financial Statements

The management of IDS Certificate Company (IDSC) is responsible for
the preparation and fair presentation of its financial statements. 
The financial statements have been prepared in conformity with
generally accepted accounting principles appropriate in the
circumstances, and include amounts based on the best judgment of
management. IDSC's management is also responsible for the accuracy
and consistency of other financial information included in the
prospectus.

In recognition of its responsibility for the integrity and
objectivity of data in the financial statements, IDSC maintains a
system of internal control over financial reporting. The system is
designed to provide reasonable, but not absolute, assurance with
respect to the reliability of IDSC's financial statements.  The
concept of reasonable assurance is based on the notion that the
cost of the internal control system should not exceed the benefits
derived.

The internal control system is founded on an ethical climate and
includes an organizational structure with clearly defined lines of
responsibility, policies and procedures, and the careful selection
and training of employees.  Internal auditors monitor and assess
the effectiveness of the internal control system and report their
findings to management throughout the year. IDSC's independent
auditors are engaged to express an opinion on the year-end
financial statements and, with the coordinated support of the
internal auditors, review the financial records and related data
and test the internal control system over financial reporting.

<PAGE>
PAGE 30
Balance Sheets, Dec. 31,                                            
<TABLE><CAPTION>                      
Assets                                                   
                                                                              
Qualified Assets (note 2)                                                 1994             1993
<S>                                                                  <C>              <C>                                      
                                                                              ($ thousands)
Investments in unaffiliated issuers (notes 3 and 9):                   
  Cash and cash equivalents                                           $140,128          $54,059
  Securities at amortized cost or the lower of cost or market                -        2,431,919
  Held-to-maturity securities                                        1,245,793                -
  Available-for-sale securities                                      1,226,674                -
  First mortgage loans on real estate                                  253,968          281,865
  Certificate loans - secured by certificate reserves                   58,203           67,429
Investments in and advances to affiliates                                5,399            4,812

Total investments                                                    2,930,165        2,840,084

Receivables:                                                                    
  Dividends and interest                                                42,261           40,432
  Investment securities sold                                             7,269           10,068

Total receivables                                                       49,530           50,500

Other (notes 8 and 9)                                                   25,094           41,153

Total qualified assets                                               3,004,789        2,931,737

                                                                                
Other Assets                                                                              

Deferred distribution fees                                              27,142           19,615
Deferred federal income taxes (note 7)                                   8,372                -
Other                                                                      554               53

Total other assets                                                      36,068           19,668


Total assets                                                        $3,040,857       $2,951,405

See notes to financial statements.                                              
<PAGE>
PAGE 31
Balance Sheets, Dec. 31,                                                                  

Liabilities and Stockholder's Equity                        
                                                                         
Liabilities                                                               1994             1993
                                                                              ($ thousands)
Certificate Reserves (notes 4 and 9):                             
Installment certificates:
  Reserves to mature                                                  $335,712         $352,649
  Additional credits and accrued interest                               19,698           18,555
  Advance payments and accrued interest                                  1,634            1,943
  Other                                                                     56               54
 Fully paid certificates:                                             
  Reserves to mature                                                 2,389,198        2,243,416
  Additional credits and accrued interest                              140,766          160,440
Due to unlocated certificate holders                                       341              394

Total certificate reserves                                           2,887,405        2,777,451

Accounts Payable and Accrued Liabilities:
  Due to Parent (note 6A)                                                1,186            1,182
  Due to Parent for federal income taxes                                     -            5,862
  Due to affiliates (note 6B and 6C)                                     2,883            1,457
  Payable for investment securities purchased                            1,362                -
  Accounts payable, accrued expenses and other (notes 8 and 9)           6,169            4,150

Total accounts payable and accrued liabilities                          11,600           12,651

Deferred federal income taxes (note 7)                                       -              165

Total liabilities                                                    2,899,005        2,790,267

Stockholder's Equity (notes 4B, 4C, and 5):                                              

Common stock, $10 par - authorized and issued 150,000 shares             1,500            1,500
Additional paid-in capital                                             140,344          147,144
Retained earnings:
  Appropriated for predeclared additional credits/interest              18,398            2,726
  Appropriated for additional interest on advance payments                  50               25
  Unappropriated                                                         4,718            9,743
Unrealized holding gains and losses on investment
  securities - net (note 3A)                                           (23,158)               -

Total stockholder's equity                                             141,852          161,138

Total liabilities and stockholder's equity                          $3,040,857       $2,951,405

See notes to financial statements.
<PAGE>
PAGE 32
Statements of Operations                                                                  
                                                   
Year ended Dec. 31,                                              1994            1993            1992
                                                                            ($ thousands)
Investment Income:         
Interest income from investments:
  Bonds and notes:
    Unaffiliated issuers                                      $125,546       $140,991        $178,071
   Mortgage loans on real estate:
    Unaffiliated                                                24,006         24,071          18,430
    Affiliated                                                      68             78              88
  Certificate loans                                              3,342          3,882           4,479
Dividends                                                       54,170         67,115          92,599
Other                                                              843            722           1,132

Total investment income                                        207,975        236,859         294,799

Investment Expenses:
Parent and affiliated company fees (note 6):
  Distribution                                                  27,007         28,477          32,752
  Investment advisory and services                              13,565         15,036          17,851
  Depositary                                                       183            201             225
  Transfer agent                                                    -              -                7
Options (note 8)                                                 9,854          9,419          10,323
Interest rate caps (note 8)                                      7,608         11,667           7,649
Other                                                              473            604             823

Total investment expenses                                       58,690         65,404          69,630

Net investment income before provisions
  for certificate reserves and income taxes                   $149,285       $171,455        $225,169

See notes to financial statements.
<PAGE>
PAGE 33
Statements of Operations (continued)                                                      
                                                                                                           
Year ended Dec. 31,                                               1994           1993            1992
                                                                             ($ thousands)
Provision for Certificate Reserves (notes 4 and 8):                 
According to the terms of the certificates:
  Provision for certificate reserves                           $13,317         $20,555        $28,685
  Interest on additional credits                                 3,174           3,605          3,904
  Interest on advance payments                                      61              90             68
Additional credits/interest authorized by IDSC:
  On fully paid certificates                                    85,101          93,546        141,197
  On installment certificates                                    6,741           6,704          5,270
  On advance payments                                                -               -             89

Total provision before reserve recoveries                      108,394         124,500        179,213
Reserve recoveries from terminations
 prior to maturity                                              (1,106)           (984)        (1,038)

Net provision for certificate reserves                         107,288         123,516         178,175

Net investment income before income taxes                       41,997          47,939          46,994
Income tax benefit (note 7)                                      2,663           3,365          11,666

Net investment income                                           44,660          51,304          58,660

Realized gain (loss) on investments - net:           
  Securities of unaffiliated issuers                            (7,514)         (9,870)         (9,498)
  Other-unaffiliated                                             1,638            (418)           (500)
Total loss on investments                                       (5,876)        (10,288)         (9,998)
Income tax benefit (expense) (note 7):
  Current                                                        2,414          19,508          (6,121)
  Deferred                                                        (367)        (14,891)          9,520
Total income tax benefit                                         2,047           4,617           3,399
Net realized loss on investments                                (3,829)         (5,671)         (6,599)
Net income - wholly owned subsidiary                               241             120               3
Net income                                                     $41,072         $45,753         $52,064

See notes to financial statements.
<PAGE>
PAGE 34
Statements of Stockholder's Equity                                                            
                                                  
Year ended Dec. 31,                                                1994           1993            1992
                                                                              ($ thousands)

Common Stock:
Balance at beginning and end of year                             $1,500         $1,500          $1,500

Additional Paid-in Capital:
Balance at beginning of year                                   $147,144       $166,144        $206,393
Contribution from Parent                                          3,000              -          52,309
Dividends declared:
  Cash                                                           (9,800)       (19,000)        (28,000)
  Investment security                                                 -              -         (64,558)

Balance at end of year                                         $140,344       $147,144        $166,144

Retained Earnings:
Appropriated for predeclared additional credits/interest (note 4B):
Balance at beginning of year                                     $2,726         $2,804          $4,247
Transferred from (to) unappropriated retained earnings           15,672            (78)         (1,443)

Balance at end of year                                          $18,398         $2,726          $2,804

Appropriated for additional interest on advance payments (note 4C):
Balance at beginning of year                                        $25           $100            $100
Transferred from (to) unappropriated retained earnings               25            (75)              -

Balance at end of year                                              $50            $25            $100

Unappropriated (note 5):
Balance at beginning of year                                     $9,743         $9,337         $11,580
Net income                                                       41,072         45,753          52,064
Transferred (to) from appropriated retained earnings            (15,697)           153           1,443
Cash dividends declared                                         (30,400)       (45,500)        (55,750)

Balance at end of year                                           $4,718         $9,743          $9,337

Unrealized holding gains and losses on investment securities -
  net (notes 1 and 3A):
Balance at beginning of year                                          $-            $-             $-
Adjustment due to initial application of SFAS 115                 8,827              -              -
Decrease during year                                            (31,985)             -              -

Balance at end of year                                         ($23,158)            $-             $-

Total stockholder's equity                                     $141,852       $161,138       $179,885

See notes to financial statements.
<PAGE>
PAGE 35
Statements of Cash Flows                                                                        
                                                 
Year ended Dec. 31,                                                 1994            1993          1992
                                                                                ($ thousands)
Cash flows from operating activities:
Net income                                                       $41,072         $45,753       $52,064
Adjustments to reconcile net income to net
cash provided by operating activities:
Net income of wholly owned subsidiary                               (241)           (120)           (3)
Certificate reserves                                             107,288         123,516       178,175
Interest income added to certificate loans                        (2,133)         (2,454)       (2,743)
Amortization of premium/discount-net                              22,114          27,494        30,136
Deferred federal income taxes                                      4,263          11,446       (13,501)
Deferred distribution fees                                        (7,527)          1,935         1,277
Net loss on investments                                            5,876          10,288         9,998
(Increase) decrease in dividends and interest receivable -        (1,829)         10,009        10,946
(Increase) decrease in other assets                                 (466)            967         2,277
Increase (decrease) in other liabilities                          (3,210)          4,979        (2,934) 

Net cash provided by operating activities                        165,207         233,813       265,692
 
Cash flows from investing activities:
Maturity and redemption of investments:
  Held-to-maturity securities                                    350,411         641,778       951,155
  Available-for-sale securities                                  173,547               -             -
  Other investments                                               35,130          21,373        17,492
Sale of investments:
  Held-to-maturity securities                                      3,164         329,942       616,628
  Available-for-sale securities                                  267,808               -             -
  Other investments                                                    -           5,454             -
Certificate loan payments                                          7,508           8,991        10,505
Purchase of investments:
  Held-to-maturity securities                                    (46,080)       (498,841)   (1,025,097)
  Available-for-sale securities                                 (830,826)              -             -
  Other investments                                               (9,208)        (78,816)     (122,465)
Certificate loan fundings                                         (7,603)        (10,275)      (12,610)
Investment in subsidiary                                            (450)         (2,000)            -

Net cash (used in) provided by investing activities             ($56,599)       $417,606      $435,608

See notes to financial statements.
<PAGE>
PAGE 36
Statements of Cash Flows (continued)                                                                        
                                                 
Year ended Dec. 31,                                                 1994            1993          1992
                                                                                ($ thousands)

Cash flows from financing activities:
Reserve payments by certificate holders                       $1,613,820      $1,103,391    $1,380,376
Proceeds from securities loaned to brokers                             -           6,150        52,721
Proceeds from reverse repurchase agreements                            -          72,800       215,475
Capital contribution from Parent                                   3,000               -        52,309
Certificate maturities and cash surrenders                    (1,599,159)     (1,705,967)   (2,007,880)
Payments to brokers upon return of securities loaned                   -          (7,793)      (53,550)
Payments under reverse repurchase agreements                           -         (72,800)     (215,475)
Dividends paid                                                   (40,200)        (64,500)      (83,750)

Net cash used in financing activities                            (22,539)       (668,719)     (659,774)

Net increase (decrease) in cash and cash equivalents              86,069         (17,300)       41,526
Cash and cash equivalents beginning of year                       54,059          71,359        29,833

Cash and cash equivalents end of year                           $140,128          $54,059       $71,359


Supplemental disclosures including non-cash transactions:
Cash received for income taxes                                    $2,416          $26,606        $3,847
Certificate maturities and surrenders through loan reductions     11,454           13,656        16,071
Dividend-in-kind of preferred stock including related
deferred income tax of $516                                            -                -        64,558

See notes to financial statements.
</TABLE>
<PAGE>
PAGE 37
Notes to Financial Statements ($ in thousands unless indicated
otherwise)


1.  Summary of significant accounting policies

IDS Certificate Company (IDSC) is a wholly owned subsidiary of
American Express Financial Corporation (Parent) (formerly IDS
Financial Corporation), which is a wholly owned subsidiary of
American Express Company.

IDSC is in the business of issuing face-amount investment
certificates.

Described below are certain accounting policies that are important
to an understanding of the accompanying financial statements.

Basis of financial statement presentation

The accompanying financial statements are presented in accordance
with generally accepted accounting principles, except only the
accounts of IDSC are included.  IDSC uses the equity method of
accounting for its wholly owned unconsolidated subsidiary, which is
the method prescribed by the Securities and Exchange Commission
(SEC) for issuers of face-amount certificates.  Certain amounts
from prior years have been reclassified to conform to the current
year presentation.

Fair values of financial instruments

The fair values of financial instruments disclosed in the notes to
financial statements are estimates based upon current market
conditions and perceived risks, and require varying degrees of
management judgment.

Preferred stock dividend income

IDSC recognizes dividend income from cumulative redeemable
preferred stocks  with fixed maturity amounts on an accrual basis
similar to that used for recognizing interest income on debt
securities. 

Securities

Cash equivalents are carried at amortized cost, which approximates
fair value.  IDSC has defined cash and cash equivalents as cash in
banks and highly liquid investments with a maturity of three months
or less at acquisition and are not interest rate sensitive.

In May 1993, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 115,
"Accounting for Certain Investments in Debt and Equity Securities,"
which IDSC adopted as of Jan. 1, 1994.  Under the new rules, debt
securities that IDSC has both the positive intent and ability to
hold to maturity are carried at amortized cost.  Debt securities
IDSC does not have the positive intent to hold to maturity, as well
as all marketable equity securities, are classified as available
for sale and carried at fair value.  Unrealized holding gains and <PAGE>
PAGE 38
Notes to Financial Statements (continued)

losses on securities classified as available for sale are carried,
net of deferred income taxes, as a separate component of
stockholder's equity.  The opening balance of stockholder's equity
was increased by $8,827 (net of $4,752 in deferred income taxes) to
reflect the net unrealized holding gains on securities classified
as available for sale previously carried at amortized cost or the
lower of cost or market. 

The basis for determining cost in computing realized gains and
losses on securities is specific identification.  When there is a
decline in value that is other than temporary, the securities are
carried at estimated realizable value with the amount of adjustment
included in income.

First mortgage loans on real estate

Mortgage loans are carried at amortized cost, less reserves for
losses, which is the basis for determining any realized gains or
losses.  When economic evaluations of the underlying real estate
indicate a loss on a loan is likely to occur, an allowance for loss
is recorded.  IDSC generally stops accruing interest on loans for
which interest is delinquent more than three months.

Certificates

Investment certificates may be purchased either with a lump-sum
payment or by installment payments.  Certificate holders are
entitled to receive at maturity a definite sum of money.  Payments
from certificate holders are credited to investment certificate
reserves.  Investment certificate reserves accumulate at specified
percentage rates.  Reserves also are maintained for advance
payments made by certificate holders, accrued interest thereon, and
for additional credits and accrued interest thereon.  On
certificates allowing for the deduction of a surrender charge, the
cash surrender values may be less than accumulated investment
certificate reserves prior to maturity dates.  Cash surrender
values on certificates allowing for no surrender charge are equal
to certificate reserves.  The payment distribution, reserve
accumulation rates, cash surrender values, reserve values and other
matters are governed by the Investment Act of 1940 ("the 1940
Act").

Deferred distribution fee expense

On certain series of certificates, distribution fees are deferred
and amortized over the estimated lives of the related certificates,
which is approximately 10 years.  Upon surrender, unamortized
deferred distribution fees are charged against income.

Federal income taxes

IDSC's taxable income or loss is included in the consolidated
federal income tax return of American Express Company.  IDSC
provides for income taxes on a separate return basis, except that,
under an agreement between Parent and American Express Company, tax
<PAGE>
PAGE 39
Notes to Financial Statements (continued)

benefits are recognized for losses to the extent they can be used
in the consolidated return.  It is the policy of Parent and its
subsidiaries that Parent will reimburse a subsidiary for any tax
benefits recorded.

2.  Deposit of assets and maintenance of qualified assets

 A)  Under the provisions of its certificates and the 1940 Act,
IDSC was required to have qualified assets (as that term is defined
in Section 28(b) of the 1940 Act) in the amount of $2,895,226 and
$2,767,057 at Dec. 31, 1994 and 1993, respectively.  IDSC had
qualified assets of $3,040,416 at Dec. 31, 1994 and $2,931,737 at
Dec. 31, 1993, excluding net unrealized depreciation on
available-for-sale securities of $35,627 at Dec. 31, 1994.

Qualified assets are valued in accordance with such provisions of
the Code of the District of Columbia as are applicable to life
insurance companies.  Qualified assets for which no provision for
valuation is made in such code are valued in accordance with rules,
regulations or orders prescribed by the SEC.  These values are the
same as financial statement carrying values, except for debt
securities classified as available for sale and all marketable
equity securities, which are carried at fair value in the financial
statements but are valued at amortized cost for qualified asset and
deposit maintenance purposes.

B)  Pursuant to provisions of the certificates, the 1940 Act, the
central depositary agreement and to requirements of various states,
qualified assets of IDSC were deposited as follows:
             
                                               Dec. 31, 1994        
  
                                               Required             
                                   Deposits    deposits    Excess  
Deposits to meet certificate
liability requirements:
States                                $417        $388         $29  
Central Depositary               2,939,538   2,817,716     121,822  
  
Total                           $2,939,955  $2,818,104    $121,851  
       


                                             Dec. 31, 1993          

                                             Required               
                                   Deposits  deposits      Excess  
Deposits to meet certificate
liability requirements:
States                                $421       $393         $28   
Central Depositary               2,814,553  2,695,884     118,669   
 

 Total                          $2,814,974 $2,696,277    $118,697   
      
<PAGE>
PAGE 40
Notes to Financial Statements (continued)

The assets on deposit at Dec. 31, 1994 and 1993 consisted of
securities having a deposit value of $2,659,676 and $2,500,790,
respectively; mortgage loans of $252,263 and $276,711,
respectively; and other assets of $28,016 and $37,473,
respectively.  Mortgage loans on deposit include an affiliated
mortgage loan.

American Express Trust Company (formerly IDS Trust Company) is the
central depositary for IDSC.  See note 6C.

3.  Investments

A)  Fair values of investments in securities represent market
prices and estimated fair values when quoted prices are not
available.  Estimated fair values are determined by IDSC using
established procedures, involving review of market indexes, price
levels of current offerings and comparable issues, price estimates
and market data from independent brokers and financial files.  The
procedures are reviewed annually.  IDSC's vice president -
investments reports to the board of directors on an annual basis
regarding such pricing sources and procedures to provide assurance
that fair value is being achieved.

The following is a summary of securities held to maturity and
securities available for sale at Dec. 31, 1994 and securities
carried at amortized cost at Dec. 31, 1993.
<TABLE>
<CAPTION>
                                                                              Dec. 31, 1994          
                                                                                     Gross           Gross 
                                                           Amortized      Fair     unrealized      unrealized  
                                                              cost        value      gains           losses
<S>                                                    <C>          <C>          <C>              <C>     
HELD TO MATURITY
U.S. Government and agencies obligations                     $417         $417        $1               $1  
Mortgage-backed securities                                 65,101       66,329     1,251               23
State and municipal obligations                           145,205      150,856     5,659                8
Corporate debt securities                                 405,716      408,087     5,683            3,312
Foreign government bonds and obligations                   10,048       10,065        17                -
Stated maturity preferred stock                           619,306      616,655    10,201           12,852

                                                       $1,245,793   $1,252,409   $22,812          $16,196   
AVAILABLE FOR SALE
Mortgage-backed securities                               $745,513     $724,276    $1,079          $22,316
Corporate debt securities                                 487,799      473,865       460           14,394
Stated maturity preferred stock                            28,234       27,894        50              390
Common stock                                                  755          639         -              116   

                                                       $1,262,301   $1,226,674    $1,589          $37,216    

                                                                              Dec. 31, 1993          
                                                                                     Gross           Gross 
                                                           Amortized      Fair     unrealized      unrealized  
                                                              cost        value      gains           losses

CARRIED AT AMORTIZED COST
U.S. Government and agencies obligations                     $421         $443       $22               $- 
Mortgage-backed securities                                750,719      765,238    16,934            2,415
State and municipal obligations                           179,394      195,081    15,687                -
Corporate debt securities                                 702,123      746,331    45,608            1,400
Stated maturity preferred stock                           797,044      835,320    40,933            2,657
Common stock                                                2,218        2,357       139                -     

                                                       $2,431,919   $2,544,770  $119,323           $6,472

</TABLE>
<PAGE>
PAGE 41
Notes to Financial Statements (continued)

The amortized cost and fair value of securities held to maturity
and available for sale, by contractual maturity, at Dec. 31, 1994,
are shown below.  Cash flows will differ from contractual
maturities because issuers may have the right to call or prepay
obligations.

                                           Amortized       Fair  
                                             cost          value 
HELD TO MATURITY
Due within 1 year                           $142,206    $144,388   
Due after 1 through 5 years                  491,017     497,199
Due after 5 years through 10 years           384,200     383,699
Due after 10 years                           163,269     160,794
                                           1,180,692   1,186,080   
Mortgage-backed securities                    65,101      66,329

                                          $1,245,793  $1,252,409  
AVAILABLE FOR SALE
Due within 1 year                            $78,018     $77,683
Due after 1 through 5 years                  315,279     306,508
Due after 5 years through 10 years            70,698      65,590
Due after 10 years                            52,038      51,978
                                             516,033     501,759
Mortgage-backed securities                   745,513     724,276
Common stock                                     755         639   

                                          $1,262,301  $1,226,674  

During the year ended Dec. 31, 1994, there were no securities
classified as trading securities.

During the year ended Dec. 31, 1994, securities classified as
available for sale were sold with proceeds of $265,008 and gross
realized gains on such sales of $363 and gross realized losses on
such sales of $10,140.

During the year ended Dec. 31, 1994, a held-to-maturity security
was sold with an amortized cost of $3,158.  A gain of $5 was
realized on the sale.  The security was sold due to deterioration
in the issuer's creditworthiness.

There were no transfers from securities classified as held to
maturity during the year ended Dec. 31, 1994.

B)  Investments in securities with fixed maturities comprised 84%
and 85% of IDSC's total invested assets at Dec. 31, 1994 and 1993,
respectively.  Securities are rated by Moody's and Standard & Poors
(S&P), or by Parent's internal analysts, using criteria similar to
Moody's and S&P, when a public rating does not exist.  A summary of
investments in securities with fixed maturities by rating of
investment is as follows:

Rating                             1994      1993              
Aaa/AAA                              36%      35%               
Aa/AA                                 5        4                 
Aa/A                                  3        1                 
A/A                                  25       22                <PAGE>
PAGE 42
A/BBB                                 3        3                 
Baa/BBB                              24       31                
Below investment grade                4        4                 

                                    100%      100%              

Of the securities rated Aaa/AAA, 88% at Dec. 31, 1994 and 87% at
Dec. 31, 1993, are U.S. Government Agency mortgage-backed
securities that are not rated by a public rating agency. 
Approximately 17% at Dec. 31, 1994 and 23% at Dec. 31, 1993 of
other securities with fixed maturities are rated by Parent's
internal analysts.  No investment in any one issuer at Dec. 31,
1994 and  1993, is greater than 1% and 2%, respectively, of  IDSC's
total investment in securities with fixed maturities.

At Dec. 31, 1994 and 1993, approximately 9% and 10%, respectively,
of IDSC's invested assets were first mortgage loans on real estate. 
A summary of first mortgage loans by region and by type of real
estate is as follows:

Region                                 1994       1993             

East North Central                       25%        23%             
South Atlantic                           24         23              
West North Central                       18         21              
Middle Atlantic                          16         14              
Mountain                                  6          6              
West South Central                        5          8              
Pacific                                   3          3              
New England                               3          2              
                                        100%       100%             

Property Type                          1994        1993             

Apartments                               41%        40%             
Retail/shopping centers                  30         28              
Industrial buildings                     12         13              
Office buildings                          8         10              
Retirement homes                          1          1              
Hotels/motels                             -          1              
Other                                     8          7              
  
                                        100%       100%             
                                                                 
The carrying amounts and fair values of first mortgage loans on
real estate are as follows at Dec. 31.  The fair values are
estimated using discounted cash flow analysis, using market
interest rates currently being offered for loans with similar terms
to borrowers of similar credit quality.
<PAGE>
PAGE 43
                               Dec. 31, 1994        Dec. 31, 1993   
                         Carrying      Fair     Carrying      Fair
                         amount        value    amount        value

Residential               $48           $43      $53           $59  
Commercial            254,531       246,874  282,773       289,726
                      254,579       246,917  282,826       289,785
Reserve for losses       (611)            -     (961)            -  
  
Net first mortgage 
loans on real estate $253,968      $246,917  $281,865     $289,785  


At Dec. 31, 1994 and 1993, there were no commitments for fundings
of first mortgage loans.  If there were any commitments, IDSC
employs policies and procedures to ensure the creditworthiness
of the borrowers and that funds will be available on the funding
date.  IDSC's first mortgage loan fundings are restricted to 75% or
less of the market value of the real estate at the time of the loan
funding.

C)  IDSC reserves freedom of action with respect to its acquisition
of restricted securities that offer advantageous and desirable
investment opportunities.  In a private negotiation, IDSC may
purchase for its portfolio all or part of an issue of restricted
securities.  Since IDSC would intend to purchase such securities
for investment and not for distribution, it would not be "acting as
a distributor" if such securities are resold by IDSC at a later
date.

The fair values of restricted securities are determined by the
board of directors using the procedures and factors described in
paragraph A of note 3.

In the event IDSC were to be deemed to be a distributor of the
restricted securities, it is possible that IDSC would be required
to bear the costs of registering those securities under the
Securities Act of 1933, although in most cases such costs would be
borne by the issuer of the restricted securities.

<PAGE>
PAGE 44
4.  Certificate reserves

Reserves maintained on outstanding certificates have been computed
in accordance with the provisions of the certificates and Section
28 of the 1940 Act.  The average rates of accumulation on
certificate reserves at Dec. 31, 1994 and 1993 were:
<TABLE>
<CAPTION>
                                                                 1994        
                                                                 Average      Average
                                                Reserve           gross      additional 
                                                balance        accumulation   credit    
                                                at Dec.31         rate         rate  
<S>                                          <C>                 <C>           <C>
Installment certificates:
Reserves to mature:
With guaranteed rates                            $49,278         3.49%         1.51% 
Without guaranteed rates (A)                     286,434            -          2.97  
Additional credits and accrued interest           19,698         3.11            -     
Advance payments and accrued interest (C)          1,634         3.08          1.92
Other                                                 56            -            - 
Fully paid certificates:
Reserves to mature:
  With guaranteed rates                          234,822         3.25          1.09  
  Without guaranteed rates (A) and (D)         2,154,376            -          4.81  
Additional credits and accrued interest          140,766         3.35             -
Due to unlocated certificate holders                 341            -             -

                                              $2,887,405              

                                                                 1993        
                                                                 Average      Average
                                                Reserve           gross      additional 
                                                balance        accumulation   credit    
                                                at Dec.31         rate         rate  

Installment certificates:
Reserves to mature:
  With guaranteed rates                           $57,958          3.49%        1.01% 
  Without guaranteed rates (A)                    294,691             -         2.74  
Additional credits and accrued interest            18,555          3.09            -
Advance payments and accrued interest               1,943          3.05         1.45  
Other                                                  54             -            - 
Fully paid certificates:
Reserves to mature:
  With guaranteed rates                           291,923          3.30         1.07  
  Without guaranteed rates (A) and (D)          1,951,493             -         3.56  
Additional credits and accrued interest           160,440          3.37            -
Due to unlocated certificate holders                  394             -            -

                                               $2,777,451              
</TABLE>


A)  There is no minimum rate of accrual on these reserves. Interest
is declared periodically, quarterly or annually, in accordance with
the terms of the separate series of certificates.

<PAGE>
PAGE 45
B)  On certain series of single payment certificates, additional
interest is predeclared for periods greater than one year.  At Dec.
31, 1994, $18,398 of retained earnings had been appropriated for
the predeclared additional interest, which represents the
difference between certificate reserves on these series, calculated
on a statutory basis, and the reserves maintained per books.

C)  Certain series of installment certificates guarantee accrual of
interest on advance payments at an average of 3.08%.  IDSC has
increased the rate of accrual to 5.00% through April 30, 1996.  An
appropriation of retained earnings amounting to $50 has been made,
which represents the estimated additional accrual that will result
from the increase granted by IDSC.

D)  IDS Stock Market Certificate enables the certificate holder to
participate in any relative rise in a major stock market index
without risking loss of principal.  Generally the certificate has a
term of 12 months and may continue for up to 14 successive terms.
The reserve balance at Dec. 31, 1994 and 1993 was $263,494 and
$402,801, respectively.

E)  The carrying amounts and fair values of certificate reserves
consisted of the following at Dec. 31, 1994 and 1993.  Fair values
of certificate reserves with interest rate terms of one year or
less approximated the carrying values less any applicable surrender
charges.  The fair values for other certificate reserves are a
discounted cash flow analysis using interest rates currently
offered for certificates with similar remaining  terms, less any
applicable surrender charges.
<TABLE><CAPTION>

                                                          1994                         1993  
                                                   Carrying      Fair          Carrying       Fair
                                                   amount        value         amount         value
<S>                                           <C>              <C>             <C>           <C>    
Reserves with terms of one year or less       $2,425,880       $2,415,970      $2,409,668    $2,402,972
Other                                            461,525          461,060         367,783       384,484

Total certificate reserves                     2,887,405        2,877,030       2,777,451     2,787,456
Unapplied certificate transactions                 2,671            2,671           1,064         1,064
Certificate loans and accrued interest           (58,840)         (58,840)        (68,174)      (68,174)

Total                                         $2,831,236       $2,820,861      $2,710,341    $2,720,346
</TABLE>

5.  Dividend restriction

Certain series of installment certificates outstanding provide that
cash dividends may be paid by IDSC only in calendar years for which
additional credits of at  least one-half of 1% on such series of
certificates have been authorized by IDSC.  This restriction has
been removed for 1995 and 1996 by action of IDSC on additional
credits in excess of this requirement.

6.  Fees paid to Parent and affiliated companies ($ not in
thousands)

A) The basis of computing fees paid or payable to Parent for
investment advisory and services is:

The investment advisory and services agreement with Parent provides
for a graduated scale of fees equal on an annual basis to 0.75% on
the first $250 million of total book value of assets of IDSC, 0.65%
on the next $250 million, 0.55% on the next $250 million, 0.50% on<PAGE>
PAGE 46
the next $250 million and 0.45% on the amount in excess of $1
billion.  The fee is payable monthly in an amount equal to
one-twelfth of each of the percentages set forth above.  Excluded
from assets for purposes of this computation are first-mortgage
loans, real estate and any other asset on which IDSC pays a service
fee.

B)  The basis of computing fees paid or payable to American Express
Financial Advisors Inc. (formerly IDS Financial Services Inc.) (an
affiliate) for distribution services is:

Fees payable to American Express Financial Advisors Inc. on sales
of IDSC's certificates are based upon terms of agreements giving
American Express Financial Advisors Inc. the exclusive right to
distribute the certificates covered under the agreements.  The
agreements provide for payment of fees over a period of time.  The
aggregate fees payable under the agreements per $1,000 face amount
of installment certificates and $1,000 purchase price of single
payments, and a summary of the periods over which the fees are
payable, shown by series are:
<TABLE><CAPTION>

                                                                    Number of   
                                                                    certificate 
                                                                    years over  
                                    Aggregate fees payable            which 
                                                                    subsequent  
                                            First    Subsequent     years' fees 
                                    Total   year     years          are payable 
<S>                                <C>     <C>       <C>                  <C>
Installment certificates(a)        $30.00  $6.00     $24.00               4
Single-payment certificates         60.00  60.00          -               -     
Future Value certificates           50.00  50.00          -               -     
</TABLE>

Fees on Cash Reserve and Flexible Savings (formerly Variable Term) 
certificates are paid at a rate of 0.25% of the purchase price at
time of issuance and 0.25% of the reserves maintained for these
certificates at the beginning of the second and subsequent quarters
from issue date.

Fees on the Investors Certificate are paid at an annualized rate of
1% of the reserves maintained for the certificates.  Fees are paid
at the end of each term on certificates with a one, two or
three-month term.  Fees are paid each quarter from date of issuance
on certificates with a six, 12, 24 or 36-month term.

Fees on the Stock Market Certificate are paid at a rate of 1.25% of
the purchase price on the first day of the certificate's term and
1.25% of the reserves maintained for these certificates at the
beginning of each subsequent term.

(a)  At the end of the sixth through the 10th year, an additional
fee is payable of 0.5% of the daily average balance of the
certificate reserve maintained during the sixth through the 10th
year, respectively.

<PAGE>
PAGE 47
C)  The basis of computing depositary fees paid or payable to
American Express Trust Company (formerly IDS Trust Company) (an
affiliate) is:
<TABLE><CAPTION>
<S>                                  <C>
Maintenance charge per account       5 cents per $1,000 of assets on deposit   

Transaction charge                   $20 per transaction                 

Security loan activity:
  Depositary Trust Company
    receive/deliver                  $20 per transaction          
  Physical receive/deliver            25 per transaction         
  Exchange collateral                 15 per transaction              
</TABLE>

A transaction consists of the receipt or withdrawal of securities
and commercial paper and/or a change in the security position.  The
charges are payable quarterly except for maintenance, which is an
annual fee.

 D)  The basis for computing fees paid or payable to American
Express Service Corporation (an affiliate) in connection with the
American Express Savings Certificate was:

Distribution Fees - Fees were paid at a rate of 0.25% of the
reserves maintained at the end of the first and subsequent calendar
quarters.

Transfer Agent Fees - Fees of $3.50 per certificate account were
paid each month.

E)  The basis for computing fees paid or payable to American
Express Bank  Ltd. (an affiliate) for the distribution of the IDS
Special Deposits certificate on an annualized basis is:

0.80% of the reserves maintained for the certificates on an amount
from $250,000 to $499,000, 0.65% on an amount from $500,000 to
$999,000 and 0.50% on an amount $1,000,000 or more.  Fees are paid
at the end of each term on certificates with a one, two or
three-month term.  Fees are paid at the end of each quarter from
date of issuance on certificates with a six, 12, 24 or 36-month
term.

7.  Income taxes

Income tax expense (benefit) as shown in the statement of
operations for the three years ended Dec. 31, consists of:
                                        1994       1993       1992 
Federal:
  Current                            ($8,743)  ($19,777)   ($1,571)
  Deferred                             3,933     11,446    (13,501)
                                      (4,810)    (8,331)   (15,072)
State                                    100        349          7  
                                     ($4,710)   ($7,982)  ($15,065)

<PAGE>
PAGE 48
Income tax expense (benefit) differs from that computed by using
the U.S. Statutory rate of 35% for 1994 and 1993 and 34% for 1992. 
The principal causes of the difference in each year are shown
below:
<TABLE><CAPTION>

                                                          1994       1993       1992 
<S>                                                    <C>        <C>       <C>
Federal tax expense (benefit) at U.S. statutory rate   $12,642    $13,178    $12,579
Tax-exempt interest                                     (4,205)    (4,929)    (6,212)
Dividend exclusion                                     (13,862)   (17,326)   (22,317)
Change in statutory rates                                    -       (406)         -    

Other, net                                                 615      1,152        878   

Federal tax benefit                                    ($4,810)   ($8,331)  ($15,072)
</TABLE>

Deferred income taxes result from the net tax effects of temporary
differences.  Temporary differences are differences between the tax
bases of assets and liabilities and their reported amounts in the
financial statements that will result in differences between income
for tax purposes and income for financial statement purposes in
future years.  Principal components of IDSC's deferred tax assets
and liabilities as of Dec. 31, are as follows.

                                                   1994        1993 
Deferred tax assets:

Investment unrealized losses                    $12,470          $- 
Certificate reserves                              4,315       6,127 
Investments                                       1,390       1,225 
Investment reserves                               1,120       1,487 
Purchased/written call options                      283           - 
         
Total deferred tax assets                        19,578       8,839 
    
Deferred tax liabilities:

Deferred distribution fees                        9,500       6,865 
Dividends receivable                              1,000       1,255 
Return of capital dividends                         508         463 
Purchased/written call options                        -         254 
Other, net                                          198         167 
    
Total deferred tax liabilities                   11,206       9,004


Net deferred tax assets (liabilities)            $8,372      ($165)

8.  Derivative financial instruments

IDSC enters into transactions involving derivative financial
instruments as an end user (nontrading). IDSC uses these
instruments to manage its exposure to interest rate risk, including
hedging specific transactions.  IDSC manages risks associated with
these instruments as described below.

Market risk is the possibility that the value of the derivative
financial instrument will change due to fluctuations in a factor
from which the instrument derives its value, primarily an interest
rate or a major market index.  IDSC is not impacted by market risk <PAGE>
PAGE 49
related to derivatives held because derivatives are largely used to
manage risk and, therefore, the cash flows and income effects of
the derivatives are inverse to the effects of the underlying hedged
transactions.

Credit exposure is the possibility that the counterparty will not
fulfill the terms of the contract.  IDSC monitors credit exposure
related to derivative financial instruments through established
approval procedures, including setting concentration limits by
counterparty, reviewing credit ratings and requiring collateral
where appropriate.  The majority of IDSC's counterparties to the
interest rate caps are rated A or better by nationally recognized
rating agencies.  The counterparties to the call options are five
major broker/dealers.

The notional or contract amount of a derivative financial
instrument is generally used to calculate the cash flows that are
received or paid over the life of the agreement.  Notional amounts
do not represent market risk or credit exposure.

Credit exposure related to derivative financial instruments is
measured by the carrying amount, if higher, or the replacement cost
of those contracts in a gain position at the balance sheet date. 
The replacement cost represents the fair value of the instrument,
and is determined by market values, dealer quotes or pricing
models.

IDSC's holdings of derivative financial instruments were as follows
at Dec. 31, 1994.
<TABLE><CAPTION>

                                   Notional                                 Total 
                                   or contract      Carrying      Fair      credit
                                   amount           value         value     exposure
<S>                                <C>              <C>           <C>       <C> 
Assets:
Interest rate caps                 $1,020,000       $14,946       $24,727   $24,727
Purchased call options                191,496         7,770         8,886     8,886
Total                              $1,211,496       $22,716       $33,613   $33,613

Liabilities:
Written call options                 $189,443        $2,070        $1,779        $-
</TABLE>

The fair values of derivative financial instruments are based on
market values, dealer quotes or pricing models.  The interest rate
caps expire on various dates from 1995 to 1997.  The options expire
in 1995.

Interest rate caps and options are used to manage IDSC's exposure
to rising  interest rates. These instruments are used primarily to
protect the margin between the interest rate earned on investments
and the interest rate accrued to related investment certificate
holders.

The interest rate caps are quarterly reset caps and IDSC earns
interest on the notional amount to the extent the London Interbank
Offering Rate exceeds the reference rates specified in the cap
agreements.  These reference rates range from 4% to 13%.  The cost
of these caps of $14,946 at Dec. 31, 1994, is being amortized over <PAGE>
PAGE 50
the terms of the agreements (three to seven years) on a straight
line basis and is included in other qualified assets.  The
amortization, net of any interest earned, is included in investment
expenses.

IDSC offers a series of certificates which pay interest based upon
the relative change in a major stock market index between the
beginning and end of the certificates' term.  The certificate
holders have the option of participating in the full amount of
increase in the index during the term (subject to a specified
maximum) or a lesser percentage of the increase plus a guaranteed
minimum rate of interest.  As a means of hedging its obligations
under the provisions of these certificates, IDSC purchases and
writes call options on the major market index.  The options are
cash settlement options, that is, there is no underlying security
to deliver at the time the contract is closed out.

The option contracts are less than one year in term.  The premiums
paid or received on these index options are reported in other
qualified assets or other liabilities, as appropriate, and are
amortized into investment expenses over the life of the option. 
The intrinsic value of these index options is also reported in
other qualified assets or other liabilities, as appropriate.  The
unrealized gains and losses related to the changes in the intrinsic
value of these options are recognized currently in provision for
certificate reserves. 

Following is a summary of open option contracts at Dec. 31, 1994
and 1993.
<TABLE><CAPTION>

                                                        1994              
                                          Face        Average          Index at   
                                         amount     strike price     Dec.31,1994    
<S>                                     <C>             <C>             <C>     
Purchased call options                  $191,496        460             459         
 Written call options                    189,443        506             459        

                                                        1993              
                                          Face        Average         Index at   
                                         amount     strike price    Dec.31,1993       

Purchased call options                   $221,389       452             466         
Written call options                      207,540       497             466         
</TABLE>

9.  Fair values of financial instruments

IDSC is required to disclose fair value information for most on-
and off-balance sheet financial instruments for which it is
practical to estimate that value.  Certain financial instruments
such as trade receivables and payables (when the carrying value
approximates the fair value), and all non-financial instruments,
such as deferred distribution fees, are excluded from required
disclosure.  IDSC's off-balance sheet intangible assets, such as
IDSC's name and future earnings of the core business are also
excluded.  IDSC's management believes the value of these excluded
assets is significant.  The fair value of IDSC, therefore, cannot
be estimated by aggregating the amounts presented.<PAGE>
PAGE 51
A summary of fair values of financial instruments as of Dec. 31, is
as follows:
<TABLE><CAPTION>
                                                                    1994                      1993  

                                                           Carrying     Fair          Carrying       Fair
                                                           value        value         value          value
<S>                                                      <C>           <C>          <C>            <C>
Financial assets
  Cash equivalents (note 1)                                $152,912     $152,912      $68,871        $68,871
  Investment securities (note 3)                          2,472,467    2,479,083    2,431,919      2,544,770
  First mortgage loans on real estate (note 3)              253,968      246,917      281,865        289,785
  Derivative financial instruments (note 8)                  22,716       33,613       38,424         21,425
Financial liabilities
  Certificate reserves (note 4)                           2,831,236    2,820,861    2,710,341      2,720,346
  Derivative financial instruments (note 8)                   2,070        1,779        1,640          2,992
</TABLE>

<PAGE>
PAGE 52
             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.

          The By-Laws of IDS Certificate Company provide that it
          shall indemnify any person who was or is a party or is
          threatened to be made a party, by reason of the fact that
          he was or is a director, officer, employee or agent of
          the company, or is or was serving at the direction of the
          company, or any predecessor corporation as a director,
          officer, employee or agent of another corporation,
          partnership, joint venture, trust or other enterprise, to
          any threatened, pending or completed action, suit or
          proceeding, wherever brought, to the fullest extent
          permitted by the laws of the state of Delaware, as now
          existing or hereafter amended.

          The By-Laws further provide that indemnification
          questions applicable to a corporation which has been
          merged into the company relating to causes of action
          arising prior to the date of such merger shall be
          governed exclusively by the applicable laws of the state
          of incorporation and by the by-laws of such merged
          corporation then in effect.  See also Item 17.

Item 15.  Recent Sales of Unregistered Securities.

(a)     Securities Sold

Period of sale         Title of securities           Amount sold
1992                   IDS Special Deposits          $29,753,590.00
1993                   IDS Special Deposits            8,367,601.13
1994                   IDS Special Deposits           18,013,424.38
1995 through Feb. 28*  IDS Special Deposits            2,412,000.00

*Most recent practicable date through which to provide information.

(b)     Underwriters and other purchasers

IDS Special Deposits are marketed by American Express Bank Ltd.
(AEB), an affiliate of IDS Certificate Company, to private banking
clients of AEB in the United Kingdom.

(c)     Consideration

All IDS Special Deposits were sold for cash.  The aggregate
offering price was the same as the amount sold in the table above. 
Aggregate marketing fees to AEB were $147,146.65 in 1992,
$153,318.21 in 1993, $88,686.14 in 1994, and $12,838.08 in 1995
through February 28.<PAGE>
PAGE 53
(d)     Exemption from registration claimed

IDS Special Deposits are marketed, pursuant to the exemption in
Regulation S under the Securities Act of 1933, by AEB in the United
Kingdom to persons who are not U.S. persons, as defined in
Regulation S.

Item 16.  Exhibits and Financial Statement Schedules.

               (a)The following exhibits to this Post-Effective
               Amendment No. 37 to Registration Statement No. 2-
               55252 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)  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.

                    (c)  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.

                    (d)  Amendment to the Selling Agent Agreement
                         dated December 12, 1994, between IDS
                         Financial Services Inc. and American
                         Express Bank International, filed
                         electronically as Exhibit 16(d) to Post-
                         Effective Amendment No. 13 to Registration
                         Statement No. 2-95577, is incorporated
                         herein by reference.

                    (e)  Selling Agent Agreement dated December 31,
                         1994, between IDS Financial Services Inc.
                         and Coutts & Co. (USA) International,
                         filed electronically as Exhibit 16(e) to
                         Post-Effective Amendment No. 13 to
                         Registration Statement No. 2095577, is
                         incorporated herein by reference.

<PAGE>
PAGE 54
          PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.  (a)  Continued

                    (f)  Consulting Agreement dated December 12,
                         1994, between IDS Financial Services Inc.
                         and American Express Bank International,
                         filed electronically as Exhibit 16(f) to
                         Post-Effective Amendment No. 13 to
                         Registration Statement No. 2-95577
                         incorporated herein by reference.

               2.   Not Applicable.


               3.   (a)  Certificate of Incorporation, dated
                         December 31, 1977, filed electronically as
                         Exhibit 3(a) to Post-Effective Amendment
                         No. 10 to Registration Statement No. 2-
                         89507, is incorporated herein by
                         reference.         

                    (b)  Certificate of Amendment, dated April 2,
                         1984, filed electronically as Exhibit 3(b)
                         to Post-Effective Amendment No. 10 to
                         Registration Statement No. 2-89507, is
                         incorporated herein by reference.

                    (c)  By-Laws, dated December 31, 1977, filed 
                         electronically as Exhibit 3(c) to Post-
                         Effective Amendment No. 10 to Registration
                         Statement No. 2-89507, is incorporated
                         herein by reference.

               4.   Not Applicable.

               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
                         as Exhibit 10(a) to Registration Statement
                         No. 2-89507, is incorporated herein by
                         reference.

                    (b)  Depositary and Custodial Agreement dated
                         September 30, 1985 between IDS Certificate
                         Company and IDS Trust Company, filed as
                         Exhibit 10(b) to Registrant's Post-
                         Effective Amendment No. 3 to Registration
                         Statement No. 2-89507, is incorporated
                         herein by reference.

<PAGE>
PAGE 55
          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. 10 to Registration
                         Statement No. 2-89507, 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. 10 to Registration Statement No. 2-
                         89507, 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. 10
                         to Registration Statement No. 2-89507, 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
                         Allegheny 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 Deposits Agreement dated November
                         21, 1990, between IDS Certificate Company
                         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.

<PAGE>
PAGE 56
               11 through 24. -- None.

               25.  (a)  Officers' Power of Attorney, dated May 17,
                         1994, is filed electronically. 
                         
                    (b)  Directors' Power of Attorney, dated May
                         13, 1994, is filed electronically. 

               26 through 28. -- None.

                    (b)  The following financial statement
                         schedules for IDS Certificate Company are
                         filed electronically:

                    I.   Investments in Securities of Unaffiliated
                         Issuers December 31, 1994.

                    II.  Investment in and Advances to Affiliates
                         and Income Thereon, December 31, 1994,
                         1993 and 1992.

                    III. Mortgage Loans on Real Estate and Interest
                         Earned on Mortgages - Year ended December
                         31, 1994.

                    V.   Qualified Assets on Deposit - December 31,
                         1994.

                    VI.  Certificate Reserves - Year ended December
                         31, 1994.

                    VII. Valuation and Qualifying Accounts - Years
                         ended December 31, 1994, 1993 and 1992.

          Schedule III and Schedule VI (formery Schedule XI) for
          the year ended Dec. 31, 1993 are incorporated by
          reference to Post-Effective Amendment No. 35 to
          Registration Statement No. 2-55252 for Series D-1
          Investment Certificate.  Schedule VI (formerly Schedule
          XI) for the year ended Dec. 31, 1992, is incorporated by
          reference to Post-Effective Amendment No. 33 to
          Registration Statement No. 2-55252.
<PAGE>
PAGE 57
          PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 17.  Undertakings.

          Without limiting or restricting any liability on the part
          of the other, American Express Financial Advisors Inc.
          (formerly, 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. 
          American Express Financial Advisors 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.



<PAGE>
PAGE 58
                               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 23rd day of March,
1995.

                                         IDS CERTIFICATE COMPANY



                           By: /s/ Stuart A. Sedlacek           
                                   Stuart A. Sedlacek, 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 the 23rd day of March, 1995.


Signature                                    Capacity

/s/ Stuart A. Sedlacek* **                   President and Director
    Stuart A. Sedlacek                       (Principal Executive
                                              Officer)

/s/ Morris Goodwin*                          Vice President and Treasurer
    Morris Goodwin                           (Principal Financial Officer)


/s/ Jay C. Hatlestad*                        Vice President and Controller    
    Jay C. Hatlestad                         (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  


Signatures continued on next page.

<PAGE>
PAGE 59
Signatures continued from previous page.


Signature                                    Capacity


/s/ John V. Luck**                           Director
    John V. Luck

/s/ James A. Mitchell**                      Chairman of the Board of
    James A. Mitchell                        Directors and Director


/s/ Harrison Randolph**                      Director
    Harrison Randolph


/s/ Gordon H. Ritz**                         Director
    Gordon H. Ritz


*Signed pursuant to Officers' Power of Attorney dated May 17,
1994, filed electronically by:


  _________________________.
     Bruce A. Kohn


**Signed pursuant to Directors' Power of Attorney dated May 13,
1994, filed electronically by:


  _________________________.
    Bruce A. Kohn
<PAGE>
PAGE 60
          CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 37 TO
                  REGISTRATION STATEMENT NO. 2-55252



Cover Page

Cross-reference sheet

Prospectus

Auditor's Report 

Financial Statements

Part II Information

Signatures


<PAGE>
PAGE 1
EXHIBIT INDEX

Exhibit 24:         Consent of Independent Auditor's

Exhibit 16(b):      Financial Statements Schedules for IDS
                    Certificate Company

Exhibit 25(a):      Officers' Power of Attorney, dated May 17,
                    1994.

Exhibit 25(b):      Directors' Power of Attorney, dated May 13,
                    1994.


<PAGE>
PAGE 1





CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption
"Auditors" and to the use of our report dated February 2, 1995 in
the Post-Effective Amendment number 37 to Registration Statement
Number 2-55252 on Form S-1 and related prospectus of IDS
Certificate Company for the registration of its Series D-1
Investment Certificate.

Our audits also included the financial statement schedules of IDS
Certificate Company listed in Item 16(b) of this Registration
Statement.  These schedules are the responsibility  of the
management of the IDS Certificate Company.  Our responsibility is
to express an opinion based on our audits.  In our opinion, the
financial statement schedules referred to above, when considered
in relation to the basic financial statements as a whole, present
fairly in all material respects the information set forth therein.




ERNST & YOUNG LLP

Minneapolis, Minnesota
March 23, 1995


<PAGE>
    PAGE 1
    <TABLE>
    <CAPTION>
    IDS CERTIFICATE COMPANY                                                 SCHEDULE I

    Investments in Securites of Unaffiliated Issuers

    December 31, 1994
    ($ in thousands)
                                               Bal. held
                                              at 12-31-94
                                               Principal
                                               Amount of        Cost         Value at
                                                 Bonds         (Notes        12-31-94
    Name of Issuer and Titles of Issue         and Notes       a & c)        (Note a)
    --------------------------------------    ------------  -------------  ------------
    <S>                                     <C>           <C>            <C>
    BONDS AND NOTES
    United States Government -
       direct obligations

      US TREASURY NOTE        7.625%, 1996  $         250 $          250 $         251
      US TREASURY NOTE        8.500%, 1995            165            167           166
                                              ------------  -------------  ------------
                                                      415            417           417
                                              ------------  -------------  ------------
    Other Bonds and Notes

    United States Government Agencies
      FHLB                    5.625%, 1996         20,000         20,000        19,478 (f)
      FED HOME LOAN BK        7.270%, 1997         20,000         19,796        19,502 (f)
      FHLB                    6.500%, 1996         15,000         15,000        14,986 (f)
      FNMA                    5.600%, 1995         20,000         19,963        19,635 (f)
      GNMA PL 2480            5.250%, 1997             28             27            27
      GNMA ARM 1 YR #8157     5.500%, 2023          8,997          9,158         8,269 (f)
      GNMA ARM #8206          5.750%, 2017          1,962          1,962         1,830 (f)
      GNMA ARM #8240          7.000%, 2017          1,465          1,440         1,441 (f)
      GNMA ARM #8251          7.125%, 2017            118            118           117 (f)
      GNMA ARM #8274          5.750%, 2017          3,862          3,852         3,603 (f)
      GNMA ARM #8283          5.750%, 2017            501            498           467 (f)
      GNMA ARM #8293          5.750%, 2017            887            882           827 (f)
      GNMA ARM #8353          6.750%, 2018          1,726          1,712         1,674 (f)
      GNMA ARM #8341          6.750%, 2018            216            214           209 (f)
      GNMA ARM #8365          6.750%, 2018          3,121          3,120         3,028 (f)
      GNMA ARM #8377          7.125%, 2018          1,362          1,355         1,376 (f)
      GNMA ARM #8428          5.750%, 2018            576            576           537 (f)
      GNMA ARM #8440          5.750%, 2018          1,433          1,433         1,334 (f)
      FNMA 15 YR #22405      11.000%, 2000            155            158           165
      FNMA 15 YR #22271      11.000%, 2000             66             67            70
      FNMA 15 YR #22569      11.000%, 2000            196            200           209
      FNMA 15 YR #22674      11.000%, 2000             59             60            63
      FNMA 15 YR #2469       11.000%, 2000             53             54            57
      FNMA 15 YR #13157      11.000%, 2000             61             63            66
      FNMA 15 YR #13548      11.000%, 2000            120            122           128
      FNMA 15 YR #13705      11.000%, 2000            123            125           131
      FNMA 15 YR #18275      11.000%, 2000             13             13            14
      FNMA 15 YR #18745      11.000%, 2000             25             26            27
      FNMA 15 YR #18986      11.000%, 2000             14             14            15
      FNMA 15 YR #19070      11.000%, 2000             19             19            20
    </TABLE>






<PAGE>
    PAGE 2
    <TABLE>
    <CAPTION>
                                               Bal. held
                                              at 12-31-94
                                               Principal
                                               Amount of        Cost         Value at
                                                 Bonds         (Notes        12-31-94
    Name of Issuer and Titles of Issue         and Notes       a & c)        (Note a)
    --------------------------------------    ------------  -------------  ------------
    <S>                                            <C>           <C>            <C>
      FNMA 15 YR #19261      11.000%, 2000             80             82            85
      FNMA 15 YR #50682       7.000%, 2008         15,230         15,666        14,292 (f)
      FNMA 15 YR #50730       6.500%, 2008         21,679         21,925        19,877 (f)
      FNMA 30 YR #52185      10.000%, 2017            303            306           319
      FNMA 30 YR #51617      10.000%, 2017            394            397           414
      FNMA 30 YR #52596      10.000%, 2017             19             19            20
      FNMA 15 YR #25899      11.000%, 2001             48             49            52
      FNMA 30 YR #27880       9.000%, 2016            163            167           164
      FNMA 15 YR #34543       9.250%, 2001            758            757           772
      FNMA 30 YR #36225       9.000%, 2016            386            393           389
      FNMA 30 YR #040877      9.000%, 2017            311            318           313
      FNMA 15 YR #58405      11.000%, 2003             37             38            40
      FNMA 15 YR #64520      11.000%, 2001            126            129           135
      FNMA 15 YR #64523      11.000%, 2000            258            263           276
      FNMA 15 YR #66458      10.000%, 2004          6,135          6,206         6,396
      FNMA 15 YR #70299      10.750%, 2001            719            742           763
      FNMA 15 YR 70694 MEG    9.500%, 2005          4,212          4,245         4,354
      FNMA 15 YR #125136      8.000%, 2007         16,833         17,837        16,523 (f)
      FNMA 10YR #303115       6.500%, 2004         24,500         22,945        22,463 (f)
      FHLMC 1717B PAC CMO     5.250%, 2008         16,377         15,828        15,522 (f)
      FNMA 1991 48 G          7.800%, 2004          7,065          7,049         7,044
      FNMA 1991 50 G          7.750%, 2004          3,653          3,643         3,640 (f)
      FNMA 1991 132 CL E      8.000%, 2010          8,892          8,863         8,875
      FNMA 92 12 H            6.625%, 2019         19,400         19,400        18,613 (f)
      FNMA 92-21D VANILLA     6.650%, 2018          4,577          4,476         4,407 (f)
      FNMA 92-185A CMO PAC    5.600%, 2010         15,754         15,674        15,546 (f)
      FNMA 93-163 PB CMO      4.750%, 2008         17,915         17,590        17,261 (f)
      FNMA 94 34 PE CMO       5.750%, 2006          9,785          9,760         8,663 (f)
      FNMA ARM #79384         7.665%, 2019          1,229          1,229         1,241 (f)
      FNMA ARM #70117         6.235%, 2017          1,150          1,150         1,141 (f)
      FNMA ARM #70007 MEGA    5.779%, 2017          3,386          3,386         3,327 (f)
      FNMA ARM #70009 MEGA    6.258%, 2018          5,423          5,423         5,379 (f)
      FNMA ARM #70202         5.993%, 2019          3,709          3,709         3,666 (f)
      FNMA ARM #105989        7.954%, 2020          2,841          2,848         2,876 (f)
      FNMA ARM #88879         7.940%, 2019          5,735          5,735         5,796 (f)
      FNMA ARM #92069 FLEX    7.239%, 2018          5,142          5,142         5,169 (f)
      FNMA ARM #93787         6.737%, 2019          4,640          4,640         4,633 (f)
      FNMA ARM #97822         6.530%, 2020            938            938           935 (f)
      *CMO TR14-A1 FLOATER    5.450%, 2009            508            506           508 (f)
      *CMO TR14-A2 FLOATER   14.500%, 2009            169            138           167 (f)
      FNMA ARM #249907        3.909%, 2024         26,922         27,327        25,980 (f)
      FHLMC GOLD E00151       7.500%, 2017         12,085         12,420        11,594 (f)
      FHLMC CTF SER B-76      8.375%, 2006            265            265           251 (f)
      FHLMC CTF SER A-77      8.050%, 2007            151            150           142 (f)
      FHLMC CTF SER B-77      8.125%, 2007            325            324           307 (f)
      FHLMC 15YR #380025      9.500%, 2003          1,429          1,421         1,460
      FHLMC 15 YR #200017    11.000%, 2000            977            998         1,043
      FHLMC 15 YR #200018    11.000%, 2000            655            669           700
    </TABLE>


<PAGE>
    PAGE 3
    <TABLE>
    <CAPTION>
                                               Bal. held
                                              at 12-31-94
                                               Principal
                                               Amount of        Cost         Value at
                                                 Bonds         (Notes        12-31-94
    Name of Issuer and Titles of Issue         and Notes       a & c)        (Note a)
    --------------------------------------    ------------  -------------  ------------
    <S>                                             <C>           <C>            <C>
      FHLMC 15 YR #200020    11.000%, 2000            991          1,010         1,057
      FHLMC 15 YR #200022    10.500%, 2000            201            204           212
      FHLMC 15 YR #200035     9.000%, 2001            748            739           752
      FHLMC 15 YR #200048     9.000%, 2001          1,564          1,539         1,572
      FHLMC 15 YR #200064     8.000%, 2002            900            870           886
      FHLMC 188537 (2)        5.750%, 1998             15             14            13 (f)
      FHLMC 15 YR #240001     9.500%, 1997          8,201          8,168         8,304
      FHLMC 15 YR #212119     9.500%, 2001            336            339           344
      FHLMC 15 YR #218648     9.500%, 2002            157            158           160
      FHLMC 15 YR #219392    11.000%, 2001            336            343           358
      FHLMC 15 YR #219679     9.500%, 2003          1,209          1,201         1,236
      FHLMC 15 YR #219757    11.000%, 2003          4,090          4,267         4,364
      FHLMC 10 YR #490009     9.000%, 1997          3,145          3,145         3,138
      FHLMC 10 YR #490011    10.000%, 1997            504            509           524
      FHLMC 15 YR #500155    11.000%, 2001            779            796           832
      FHLMC 15 YR #500294    11.000%, 2003            378            388           404
      FHLMC 15 YR #500456    11.000%, 2002            526            538           561
      FHLMC 15 YR #502175    10.500%, 2004            537            544           568
      FHLMC LOANS #885005     9.500%, 2002          2,607          2,592         2,664 (f)
      FHLMC LOANS #885008    10.000%, 2003          3,946          3,973         4,139 (f)
      FHLMC 15 YR #885009     9.500%, 2003          6,313          6,284         6,451
      FHLMC 15 YR #E40290     8.500%, 2007          7,053          7,490         7,053 (f)
      FHLMC 1268 E CMO        7.400%, 2016         10,000         10,053         9,824 (f)
      FHLMC 1379 C CMO        5.600%, 2011         15,000         14,788        14,483 (f)
      FHLMC 4C CMO            8.000%, 2017         10,065         10,122         9,903 (f)
      FHLMC ARM #845154       6.845%, 2022         11,292         11,719        11,327 (f)
      FHLMC ARM #845523       6.355%, 2023         12,487         12,881        12,268 (f)
      FHLMC ARM #845654       5.262%, 2024         36,255         36,827        35,620 (f)
      FHLMC ARM #845730       6.270%, 2024         56,878         58,889        56,327 (f)
      FHLMC ARM #845733       4.983%, 2024         51,646         52,623        50,323 (f)
      FHLMC ARM #845973       5.801%, 2024         16,823         16,816        16,739 (f)
      FHLMC ARM #845999       6.290%, 2027         36,200         36,584        36,562 (f)
      FHLMC ARM #350190       6.500%, 2022         12,886         13,383        12,855 (f)
      FHLMC ARM #605352       6.550%, 2018          4,210          4,210         4,206 (f)
      FHLMC ARM #605041       7.280%, 2019          1,085          1,085         1,093 (f)
      FHLMC ARM #605048       6.900%, 2018          1,953          1,953         1,951 (f)
      FHLMC ARM #605050       7.051%, 2018          1,015          1,015         1,020 (f)
      FHLMC ARM 605079 WAC    6.572%, 2018          1,978          1,978         1,976 (f)
      FHLMC ARM 605175 WAC    6.580%, 2019          4,848          4,848         4,844 (f)
      FHLMC ARM #401587       7.250%, 2018          2,845          2,845         2,864 (f)
      FHLMC ARM #630048       7.750%, 2018            318            318           316 (f)
      FHLMC ARM #630074       7.375%, 2018            816            816           806 (f)
      FHLMC ARM 840031 WAC    6.608%, 2019            829            829           850 (f)
      FHLMC ARM #840035       6.964%, 2019          1,854          1,854         1,915 (f)
      FHLMC ARM #840036       7.412%, 2019          2,898          2,898         2,993 (f)
      FHLMC ARM #840045       5.553%, 2019          5,040          5,040         5,193 (f)
      FHLMC ARM #840072       6.223%, 2019          3,364          3,364         3,433 (f)
      FHLMC ARM #405360       6.584%, 2019          1,099          1,099         1,098 (f)
    </TABLE>




<PAGE>
    PAGE 4
    <TABLE>
    <CAPTION>
                                               Bal. held
                                              at 12-31-94
                                               Principal
                                               Amount of        Cost         Value at
                                                 Bonds         (Notes        12-31-94
    Name of Issuer and Titles of Issue         and Notes       a & c)        (Note a)
    --------------------------------------    ------------  -------------  ------------
      <S>                                           <C>           <C>            <C>
      FHLMC ARM #405014       6.490%, 2019          1,421          1,421         1,423 (f)
      FHLMC ARM #405092       6.439%, 2019          2,226          2,226         2,216 (f)
      FHLMC ARM #405185       5.961%, 2018          3,479          3,479         3,427 (f)
      FHLMC ARM #405243       6.145%, 2019          1,770          1,770         1,747 (f)
      FHLMC ARM #405249       6.469%, 2018          4,173          4,173         4,160 (f)
      FHLMC ARM #405437       7.520%, 2019            503            503           509 (f)
      FHLMC ARM #405455       6.875%, 2019          2,095          2,095         2,100 (f)
      FHLMC ARM #405517       7.180%, 2019            655            655           659 (f)
      FHLMC ARM #405615       6.921%, 2019          1,148          1,148         1,152 (f)
      FHLMC ARM #405675       6.801%, 2020          2,905          2,905         2,908 (f)
      FHLMC ARM #405692       6.939%, 2020          3,987          3,987         4,001 (f)
      FHLMC ARM #405744       7.234%, 2020          2,861          2,861         2,880 (f)
      FHLMC ARM #605432       7.262%, 2017          1,025          1,025         1,032 (f)
      FHLMC ARM #605433       5.876%, 2017          2,539          2,539         2,496 (f)
      FHLMC ARM #605454       6.415%, 2017          6,279          6,279         6,373 (f)
      FHLMC ARM 605853 WAC    6.475%, 2019          5,719          5,719         5,704 (f)
      FHLMC ARM #605854       5.884%, 2019          4,579          4,579         4,495 (f)
      FHLMC ARM #606024       5.786%, 2019          2,001          2,001         2,046 (f)
      FHLMC ARM #606025       6.418%, 2019          7,627          7,627         7,591 (f)
      FHLMC ARM #606151       6.482%, 2019          5,965          5,965         5,950 (f)
      FHLMC ARM #635054       7.011%, 2020            559            559           554 (f)
      FHLMC ARM #865008       7.986%, 2018          9,829          9,829         9,838 (f)
      FHLMC ARM #606301       6.843%, 2020          8,109          8,109         8,125 (f)
                                              ------------  -------------  ------------
                                                  805,120        810,614       790,605
                                              ------------  -------------  ------------
    Municipal Bonds

    Alabama
      AL CORRECTIONS INST     7.300%, 1999          1,500          1,498         1,576 (b)
      AL CORRECTIONS INST     7.400%, 2000          1,500          1,497         1,579 (b)

    Alaska
      ANCHORAGE AK WTR RV     7.100%, 2000            785            782           817 (b)

    California
      SOUTHERN CA PUB PWR     6.900%, 1999          1,000            990         1,040 (b)
      SOUTHERN CA PUB PWR     7.000%, 2000          1,215          1,201         1,263 (b)

    Colorado
      CHERRY CREEK CO SCH     7.900%, 1997          1,000          1,000         1,028 (b)
      CHERRY CREEK CO SCH     8.000%, 1998          3,375          3,375         3,471 (b)
      CHERRY CREEK CO SCH     8.100%, 1999          1,700          1,701         1,750 (b)

    Delaware
      NEW CASTLE CNTY DE      8.100%, 1999          2,000          2,000         2,087 (b)

    Florida
    </TABLE>





<PAGE>
    PAGE 5
    <TABLE>
    <CAPTION>
                                               Bal. held
                                              at 12-31-94
                                               Principal
                                               Amount of        Cost         Value at
                                                 Bonds         (Notes        12-31-94
    Name of Issuer and Titles of Issue         and Notes       a & c)        (Note a)
    --------------------------------------    ------------  -------------  ------------
    <S>                                             <C>           <C>            <C>
      FLORIDA MUNI POWER      7.200%, 2000          3,450          3,426         3,625 (b)
      JACKSONVILLE FL ELEC    8.000%, 1996            300            300           312 (b)
      JACKSONVILLE FL ELEC    8.100%, 1997          1,000          1,000         1,041 (b)
      JACKSONVILLE FL ELEC    8.250%, 1998          1,700          1,700         1,772 (b)

    Georgia
      ATLANTA GA REC AUTH     8.000%, 1997          1,000            998         1,022 (b)
      MUNI ELEC AUTH GA86A    7.500%, 1999          1,000          1,000         1,042 (b)
      MUNI ELEC AUTH GA86A    7.600%, 2000          1,000          1,000         1,043 (b)
      MUNI ELEC AUTH GA86A    7.700%, 2001          1,330          1,325         1,389 (b)
      MET ATLANTA GA RTA      8.000%, 1996          2,000          1,998         2,068 (b)
      MET ATLANTA GA RTA      8.200%, 1997          2,800          2,796         2,905 (b)
      MET ATLANTA GA RTA      8.375%, 1998          2,000          1,996         2,077 (b)

    Illinois
      CHICAGO IL SAN DIST     9.250%, 2000          1,000          1,093         1,153 (b)
      *CHIC IL GAS SPY SRC    7.500%, 2015          4,500          4,500         4,704 (b)
      CHICAGO IL BLDG REV     8.000%, 1997          3,000          2,993         3,144 (b)
      CHICAGO IL BLDG COMM    8.000%, 1998          1,800          1,789         1,919 (b)
      ROSEMOUNT IL GO BNDS    8.300%, 1997          1,520          1,518         1,591 (b)
      ROSEMOUNT IL GO BNDS    8.400%, 1998          1,000            998         1,047 (b)

    Indiana
      INDIANAPOLIS IN ARPT    7.900%, 1995            635            635           645 (b)
      INDIANAPOLIS IN ARPT    8.100%, 1996            375            375           389 (b)
      INDIANAPOLIS IN ARPT    8.300%, 1997          1,100          1,100         1,162 (b)
      INDIANAPOLIS IN ARPT    8.500%, 1998            750            750           793 (b)
      INDIANAPOLIS IN REV     7.600%, 1999          1,000            998         1,042 (b)
      INDIANAPOLIS IN REV     7.700%, 2000          1,000            997         1,072 (b)

    Louisiana
      LAFAYETTE LA PUB 1MP    7.300%, 1999            975            975         1,019 (b)
      LOUISIANA GO BNDS86A    7.375%, 2000          4,900          4,885         5,123 (b)
      LOUISIANA CORREC FAC    7.300%, 1999            925            927           965 (b)
      LOUISIANA CORREC FAC    7.400%, 2000            500            501           522 (b)

    Minnesota
      MPLS MN TAX INCR BDS    7.800%, 2000            900            898           904 (b)
      MPLS MN TAX INCR BDS    7.500%, 1997            500            500           503 (b)
      MPLS MN TAX INCR BDS    7.600%, 1998          1,600          1,598         1,609 (b)
      MPLS MN TAX INCR BDS    7.700%, 1999          1,800          1,797         1,810 (b)
      UNIV OF MINN REV REF    8.750%, 1995          1,000          1,000         1,000 (b)
      WEST MN MUNI POWER     10.250%, 2015          3,120          3,462         3,640 (b)

    New Jersey
      OCEAN COUNTY NJ UTIL    8.150%, 1997            400            400           422 (b)
      OCEAN COUNTY NJ UTIL    8.250%, 1998            500            499           524 (b)
      OCEAN COUNTY NJ UTIL    8.300%, 1999          4,000          3,991         4,201 (b)
    </TABLE>





<PAGE>
    PAGE 6
    <TABLE>
    <CAPTION>
                                               Bal. held
                                              at 12-31-94
                                               Principal
                                               Amount of        Cost         Value at
                                                 Bonds         (Notes        12-31-94
    Name of Issuer and Titles of Issue         and Notes       a & c)        (Note a)
    --------------------------------------    ------------  -------------  ------------
    <S>                                             <C>           <C>            <C>

    New York
      N Y MUNI ASSIS CORP     7.000%, 2000          2,100          2,062         2,194 (b)
      NEW YORK CITY GO        9.750%, 1996          8,000          7,988         8,167 (b)
      NEW YORK CITY NT GO     7.750%, 2000          1,700          1,700         1,759 (b)
      NEW YORK PWER AUTH      9.500%, 2001            530            557           586 (b)

    North Carolina
      NC EAST MUNI POWER      7.500%, 2000          3,245          3,205         3,401 (b)
      NC MUNI POWER           8.300%, 1996            900            900           924 (b)
      NC MUNI POWER           8.400%, 1997          2,000          2,000         2,102 (b)
      NC MUNI POWER           8.500%, 1998          2,000          2,000         2,103 (b)

    Pennsylvania
      WY VALLEY PA SWR        5.125%, 2007            150            150           143 (b)

    South Carolina
      PIEDMONT SC MUNI PWR   11.000%, 2025          3,540          3,646         3,646 (b)

    Tennessee
      KNOXVL TN GO SER 0      7.150%, 2000          3,490          3,481         3,634 (b)
      NASHVL CTY TN SE 85B    7.800%, 1996            835            835           854 (b)
      NASHVL CTY TN SE 85B    7.900%, 1997            710            710           743 (b)
      NASHVL CTY TN SE 85B    8.000%, 1998          1,000          1,000         1,048 (b)

    Texas
      AUSTIN TX UTILITY      10.750%, 2015          3,735          4,326         4,603 (b)
      DALLAS TX CIVIC CENT   10.900%, 1996            850            872           893 (b)
      DALLAS TX CIVIC CENT    8.100%, 1997            925            924           952 (b)
      DALLAS TX CIVIC CENT    8.200%, 1998          1,025          1,024         1,056 (b)
      EANES TX ISD TAX REF    9.000%, 1999          3,000          3,010         3,071 (b)
      HARRIS CNTY TX TOLL    10.375%, 2014          5,300          5,718         6,022 (b)
      HARRIS COUNTY TX GO     9.100%, 1999          3,500          3,524         3,606 (b)
      PLANO TX ISD TAX REF    9.200%, 1996          1,000          1,001         1,006 (b)
      WACO TX WTR & SEWER     8.300%, 1995          1,000          1,001         1,022 (b)

    District of Columbia
      DIST OF COLUMBIA GO     7.600%, 1997          4,900          4,891         5,034 (b)
      DIST OF COLUMBIA GO     7.300%, 1995          2,100          2,102         2,124 (b)
      DIST OF COLUMBIA GO     7.600%, 1997          1,950          1,994         2,029 (b)
      DIST OF COLMBA GO86B    7.750%, 2000          1,000          1,003         1,052 (b)

    Washington
      KENT SCH DIST 415 WA    7.100%, 1997          1,320          1,318         1,365 (b)
      KENT SCH DIST 415 WA    7.200%, 1998          1,620          1,617         1,679 (b)
      PIERCE CTY WA SE REV    8.000%, 1996          3,035          3,035         3,126 (b)
      PORT OF SEATTLE WA      8.250%, 1998          2,000          1,997         2,094 (b)
      PORT OF SEATTLE WA      8.250%, 1999          2,000          1,996         2,096 (b)
    </TABLE>





<PAGE>
    PAGE 7
    <TABLE>
    <CAPTION>
                                               Bal. held
                                              at 12-31-94
                                               Principal
                                               Amount of        Cost         Value at
                                                 Bonds         (Notes        12-31-94
    Name of Issuer and Titles of Issue         and Notes       a & c)        (Note a)
    --------------------------------------    ------------  -------------  ------------
    <S>                                           <C>           <C>            <C>
      REDMOND WA GO BDS 86    7.300%, 1999          1,210          1,207         1,235 (b)
      REDMOND WA GO BDS 86    7.400%, 2000            650            648           664 (b)
      VANCOUVER WA SE REV     8.800%, 1995          1,000          1,001         1,013 (b)
                                              ------------  -------------  ------------
                Total Municipal Bonds             143,775        145,205       150,856
                                              ============  -------------  ------------
    Public Utility

      BAROID CORP             8.000%, 2003          5,000          4,983         4,888
      BOSTON EDISON           8.875%, 1995         10,000          9,991        10,112
      CHEVRON-HOWARD BELL     7.700%, 1997            353            351           354 (b)(d)
      HANNA  M A              9.000%, 1998          5,000          5,114         5,038
      INTL SPECIALTY PROD     9.000%, 1999         15,000         15,407        14,419
      ORYX ENERGY             8.650%, 1999         15,000         15,000        13,950
      PDV AMERICA             7.250%, 1998          3,000          2,991         2,610 (f)
      PDV AMERICA             7.750%, 2000          7,000          7,022         5,880 (f)
      PENNSYLVANIA P & L      8.000%, 1996            339            338           339 (b)(d)
      PENN POWER CO           9.000%, 1996          5,000          4,994         5,088
      SHELL OIL CO            7.700%, 1996          9,600          9,764         9,636 (f)
      SW BELL TELE CAP        7.900%, 1996          9,000          8,988         8,966
      US WEST CAP FDG INC     8.000%, 1996         16,785         17,150        16,806 (f)
      PETRO MEXICANOS 144A   11.430%, 1995         10,000         10,000        10,298 (b)(d)
                                              ------------  -------------  ------------
                Total Public Utility              111,077        112,093       108,384
                                              ============  -------------  ------------
    Finance

      AT&T CAPITAL CORP       6.990%, 1996          7,000          6,976         6,912 (f)
      AMERICAN GEN FINANCE    9.600%, 1995         10,000          9,995        10,212
      ARISTAR FINL            7.875%, 1999          3,000          2,995         2,951 (f)
      AVCO FIN 2YR CMT MTN    6.440%, 1999          7,000          6,936         6,839 (f)
      BANK OF AMERICA         9.750%, 2000         10,000         10,541        10,525
      BENEFICIAL CORP         9.250%, 1996          5,000          5,178         5,113 (f)
      CIT GROUP HOLDINGS      4.750%, 1996         10,650         10,387        10,264 (f)
      CIT GROUP HOLDINGS      7.000%, 1997          5,000          4,959         4,869 (f)
      CENTRAL FIDELITY        4.875%, 1996          5,000          4,915         4,854 (f)
      COMMERCIAL CREDIT       8.250%, 2001          9,000          8,884         8,910 (f)
      COUNTRYWIDE FUNDING     8.420%, 1999         19,700         19,668        19,774
      DART KRAFT FIN          7.750%, 1998          1,000          1,038           984 (f)
      FIDELITY ACCEPTANCE     6.670%, 1997         15,000         15,000        14,194 (b)(d)(f)
      FIRST SEC BANK UTAH     6.880%, 1996         10,000          9,968         9,837 (f)
      FIRST UNION CORP        5.950%, 1995          6,150          6,160         6,112 (f)
      FIRST UNION             6.380%, 1995          8,000          8,013         8,000 (f)
      FLEET FINANCIAL CORP    9.800%, 1995         15,000         15,000        15,223 (b)(d)
      FLEET NORTHSTAR FINL   10.150%, 1995         15,000         15,000        15,300
      GREENTREE FIN94-4 A1    6.550%, 2019         15,106         15,052        14,787 (f)
      GREENTREE FIN94-5 A1    6.600%, 1998         18,150         18,148        17,957 (f)
      GREENTREE FIN94-6 A1    6.350%, 2019          3,514          3,510         3,479 (f)
    </TABLE>




<PAGE>
    PAGE 8
    <TABLE>
    <CAPTION>
                                               Bal. held
                                              at 12-31-94
                                               Principal
                                               Amount of        Cost         Value at
                                                 Bonds         (Notes        12-31-94
    Name of Issuer and Titles of Issue         and Notes       a & c)        (Note a)
    --------------------------------------    ------------  -------------  ------------
      <S>                                          <C>           <C>            <C>
      GREENTREE FIN 94-7      6.700%, 2020          4,649          4,644         4,602 (f)
      GREYHOUND FIN 2YRMTN    7.360%, 1998         15,000         14,889        14,681 (f)
      HELLER FINANCIAL        8.000%, 1998         15,000         14,969        14,831
      HERTZ CORP              9.770%, 1996         10,000          9,998        10,212
      HERTZ CORP              9.750%, 1996          5,000          4,998         5,106
      HOUSEHOLD FINANCE       9.910%, 1996          5,000          5,000         5,106
      HOUSEHOLD FINANCE       9.000%, 1995          7,000          6,971         7,087
      ITT FINANCIAL          11.000%, 1995          9,950         10,040        10,224
      INTL LEASE FINANCE      7.950%, 1999         12,000         11,982        11,805 (f)
      INTL LEASE FINANCE      6.375%, 1996          6,000          5,965         5,842 (f)
      MARGARETTEN FIN'L       6.750%, 2000         11,250         11,364        10,491 (f)
      NCB CAPITAL SER A       8.180%, 1997          8,000          8,000         7,898 (b)(d)
      NATIONSBANK CORP        5.375%, 1995          6,500          6,463         6,386 (f)
      NAVISTAR FINL CORP      9.750%, 1995          8,500          8,490         8,564
      NORTHERN TRUST          4.950%, 1995          4,850          4,825         4,795 (f)
      ORIX CREDIT ALLIANCE    8.040%, 1997         10,000         10,000         9,712 (b)(d)
      PITTSBURGH NATIONAL     5.250%, 1995         12,000         12,000        12,001 (b)(f)
      PROVIDENT BANK          5.000%, 1996          7,000          6,843         6,746 (f)
      PRU HOME 90-09 A1       9.500%, 1997          1,714          1,709         1,712
      SBMS VII 91-1 B1        9.000%, 2006          2,539          2,539         2,456 (f)
      SALOMON INC INDEX AM    7.070%, 2000         25,000         25,000        22,969 (f)
      SOCIETY NAT'L CLEV      6.875%, 1996          9,700          9,639         9,506 (f)
      TRANSAMERICA FINANCE    9.260%, 1998          5,000          4,991         5,137
      USL CAPITAL             9.400%, 1996         15,000         14,995        15,262
      WACHOVIA BANK NTS       6.600%, 1997         15,000         14,913        14,475 (f)
      FIRST BANK SYS FRN      6.125%, 1996         15,000         14,100        14,985
                                              ------------  -------------  ------------
                                                  444,922        443,650       439,687
                                              ============  -------------  ------------
    Industrial

      DENMARK KNGM FRN 10%   10.000%, 1995         10,000         10,048        10,065
      BROWN GROUP             8.600%, 1999          5,000          5,000         4,938
      CSX                     9.230%, 1998         13,500         13,500        13,888
      CATERPILLAR FINANCE     4.640%, 1996          5,000          4,763         4,738 (f)
      CAT FIN 2YR CMT MTN     6.600%, 1999         10,350         10,251        10,105 (f)
      CENTEX CORP             9.050%, 1996         10,000         10,000        10,125
      CHAMPION INT'L          9.650%, 1995         10,000         10,000        10,150
      CHAMPION INTL           9.800%, 1998         10,000          9,993        10,387
      COCA-COLA CO            7.750%, 1996          3,700          3,766         3,709 (f)
      COOPER INDUSTRIES       7.750%, 1996         10,000         10,172         9,987 (f)
      DARLING DELAWARE       13.750%, 2000          3,308          3,367         3,019 (b)(f)
      DELTA AIRLINES          9.875%, 1998          8,100          8,100         8,242
      DURR FILLAUER           7.000%, 2006         20,000         20,079        20,006 (f)
      ENTERPRIS RENT-A-CAR    8.750%, 1999          5,000          4,997         4,975
      FIGGIE INT'L       #    9.875%, 1999          6,500          7,131         5,468 (f)
      FLEMING CO              9.450%, 1995          7,000          6,999         7,070
      FORT HOWARD LIBOR D     9.880%, 2000         10,000         10,000        10,000 (b)(d)
    </TABLE>





<PAGE>
    PAGE 9
    <TABLE>
    <CAPTION>
                                               Bal. held
                                              at 12-31-94
                                               Principal
                                               Amount of        Cost         Value at
                                                 Bonds         (Notes        12-31-94
    Name of Issuer and Titles of Issue         and Notes       a & c)        (Note a)
    --------------------------------------    ------------  -------------  ------------
      <S>                                          <C>           <C>            <C>
      FOUNDATION HLTH CORP    7.750%, 2003          4,500          4,484         4,174 (f)
      GMAC                    7.650%, 1997         10,000          9,982         9,875 (f)
      GMAC                    7.750%, 1999         20,000         19,839        19,425 (f)
      HEALTHTRUST INC         8.750%, 2005          2,000          1,910         1,923
      INTEGON CORP            9.500%, 2001          2,000          1,974         1,995
      INTERNATIONAL PAPER     9.625%, 1995          9,000          9,243         9,169 (f)
      KAUFMAN & BROAD HOME   10.375%, 1999          1,000            995           995
      LOCKHEED CORP           4.875%, 1996         10,000          9,806         9,700 (f)
      LONE STAR INDUSTRIES   10.000%, 2003            656            631           623 (b)(f)
      MARK IV IND INC         8.750%, 2003          2,000          1,801         1,828
      MATTEL INC              6.875%, 1997         15,000         14,940        14,550 (f)
      MISSOURRI PACIFIC RR   15.000%, 1995            232            244           241 (b)(d)
      NEWS AMER HLDGS         7.500%, 2000         10,000          9,947         9,525 (f)
      REYNOLDS METALS         9.750%, 1996         10,000          9,990        10,250
      ROSEBUD HOLDINGS INC   10.000%, 1997            962            907           889 (b)(f)
      SEALY CORP              9.500%, 2003          4,275          4,321         4,093
      SERVICE MERCHANDISE     8.375%, 2001          1,000            834           860
      SHOWBOAT INC            9.250%, 2008          1,000            828           848
      SOUTHWEST AIR PS THR    6.130%, 1995          7,131          7,131         7,062 (f)
      SUN AMERICA             9.000%, 1999         20,000         20,000        20,275
      SUPER VALU INC          5.875%, 1995          8,000          7,985         7,910 (f)
      TIME WARNER INC         7.450%, 1998         10,000         10,166         9,575 (f)
      TRANSAMERICA CORP       9.470%, 1995         15,000         14,996        15,300
      UNITED AIR 1991A-1      9.200%, 2008          4,862          4,458         4,426
      WAXMAN IND LIBOR        9.063%, 1998          7,500          7,422         6,900 (b)(d)(f)
      XEROX 2 YR FLTR CMT     6.660%, 1999         10,000          9,921         9,770 (f)
      BROWNING FERRIS CVT     6.750%, 2005          7,345          6,214         6,647 (f)
      FIBERGLASS CAD INC      9.800%, 1998          5,000          5,145         4,956
      TIPHOOK FINANCE         7.125%, 1998          4,570          4,540         3,290 (f)
                                              ------------  -------------  ------------
                Total Industrial Bonds            350,491        348,820       343,946
                                              ============  -------------  ------------
                Total Other Bonds and Notes                    1,860,382     1,833,478
                                                            -------------  ------------

                Total Bonds and Notes                          1,860,799     1,833,895
                                                            -------------  ------------
                                               Bal. Held
                                              at 12-31-94       Cost         Value at
                                               Number of       (Notes        12-31-94
                                                 Shares        a & c)        (Note a)
                                              ------------  -------------  ------------
    PREFERRED STOCK

    Public Utility

      ALLTEL 7.75 $100 PAR    7.75P%, 2005          8,560            862           853 (d)
      AMERICAN WTRWRKS $25    8.500%, 2000        800,000         20,000        20,000 (b)(d)
    </TABLE>




<PAGE>
    PAGE 10
    <TABLE>
    <CAPTION>
                                               Bal. Held
                                              at 12-31-94       Cost         Value at
                                               Number of       (Notes        12-31-94
    Name of Issuer and Title of Issue            Shares        a & c)        (Note a)
    --------------------------------------    ------------  -------------  ------------
    <S>                                           <C>           <C>            <C>


      APPALACHIAN PWR $100    6.85 %, 2004         20,000          1,968         1,973
      ARIZONA PUB SVC $100   10.00 %, 2001         50,000          5,000         5,478
      ARKANSAS P & L $25      9.920%, 2002        206,911          5,434         5,354
      ATLANTIC CITY EL 100    7.80 %, 2006         90,000          8,986         9,343
      ATLANTIC CITY EL 100    8.20 %, 2000         82,500          8,239         8,674
      ATLANTIC CITY ELEC      8.53 %, 1998         60,960          6,094         6,279
      BALTIMORE G&E $100      8.625%, 2000         97,500          9,750        10,409
      BALTIMORE G&E $100      8.25 %, 1999         66,300          6,629         6,987
      BALTIMORE G & E $100    6.95 %, 1995         70,000          6,982         6,988
      BOSTON EDISON $100      8.00 %, 2001         90,000          9,000         8,308
      CENTRAL ILL LT $100     5.85 %, 2008         50,000          5,000         4,337
      CINCINNATI G&E $100     7.875%, 2004        200,000         20,000        20,525
      COMMWLTH ED $100 PVT    8.200%, 2002         84,092          8,174         8,409 (d)
      COMMONWEALTH EDISON     8.85S%, 2003         87,750          8,994         8,962 (d)
      CONN LT & PWR $50       5.30 %, 2003         95,300          4,744         4,169
      CON EDISON $100 SR J    6.125%, 2002        150,000         15,054        14,100
      CON EDISON 7.2 SER I    7.20 %, 2007         20,000          1,975         1,963
      DUKE POWER $100 SR V    6.40 %, 2002         30,000          3,000         2,925
      DUKE POWER $100 SR U    6.30 %, 2001         30,000          3,000         2,925
      DUKE POWER $100 SR T    6.20 %, 2000         30,000          3,000         2,925
      DUKE POWER 1992D $25    6.20 %, 2001        200,000          5,008         4,875
      DUKE POWER 1992C $25    6.10 %, 2000        250,000          6,282         6,094
      FLORIDA POWER $100      7.08 %, 2010         26,612          2,635         2,588
      GTE $50 PFD             7.75 %, 2008        124,087          6,219         6,026 (b)(d)
      GTE CORP $50 PFD        7.85 %, 2007        131,556          6,473         6,315 (b)(d)
      GREEN MTN PWR CL-D/3   08.625%, 2000         70,000          7,000         7,113 (b)(d)
      HAWAII ELEC $100        8.500%, 2005         20,000          1,992         2,056 (b)(d)
      MAUI ELEC $100          8.50 %, 2005         25,000          2,491         2,570 (b)(d)
      HOUSTON LTG $100        8.500%, 1997         59,911          5,997         6,152
      HOUSTON LT PWR $100     9.375%, 1999        155,000         15,569        15,791 (d)
      ILLINOIS PWR SER P      8.000%, 1997         57,460          5,709         5,746
      IOWA ILLINOIS EL$100    7.800%, 2006         73,300          7,630         7,609
      JERSEY CENTRAL P&L      8.650%, 2005         75,000          7,500         8,278
      JERSEY CENTRAL P & L    8.480%, 2000         85,000          8,528         9,085
      LONG ISL LGT SER AA     7.95 %, 2000        800,000         20,256        18,600
      LONG ISLAND LIGHTING    8.500%, 1997          6,132            597           615 (b)(d)
      LOUISIANA P&L $100      7.00 %, 1999         80,000          8,010         7,960
      LOUISIANA P & L $100    8.000%, 2001        150,000         15,000        15,600
      MAINE YANKEE $100       7.48 %, 2001         46,527          4,498         4,629
      MN P & L  144A $100     7.125%, 2002         50,000          4,966         4,736 (b)(d)
      MN P&L 144A  6.70       6.70 %, 2002        100,000         10,000         9,900 (b)(d)
      MISS P&L $100           9.76 %, 1997         39,508          3,950         4,166
      MISS P & L $100         9.00 %, 1995         15,474          1,545         1,583
      NIPSCO IND     $100     8.750%, 1996        250,000         25,300        25,182 (b)(d)
      NJ NATL GAS 100 144A    7.72P%, 2001        200,000         20,000        20,825 (d)
      NIAGARA MOHAWK $25      8.375%, 1998         63,000          1,556         1,583 (b)(d)
      NIAGARA MOHAWK $25      9.75 %, 1996         19,063            481           479 (b)(d)
      NO IND PUB SERV $100    8.85 %, 2003         47,250          4,767         4,829 (b)(d)
    </TABLE>





<PAGE>
    PAGE 11
    <TABLE>
    <CAPTION>
                                               Bal. Held
                                              at 12-31-94       Cost         Value at
                                               Number of       (Notes        12-31-94
    Name of Issuer and Title of Issue            Shares        a & c)        (Note a)
    --------------------------------------    ------------  -------------  ------------
      <S>                                         <C>             <C>            <C>
      NORTHWEST NAT GA 100    6.95 %, 2002        150,000         15,000        14,662
      ORANGE ROCKLAND$100     8.125%, 1997         19,634          1,974         1,968 (d)
      OTTER TAIL PWR $100     6.35 %, 2007        180,000         18,000        16,357
      PECO ENERGY             6.12 %, 2003         77,300          7,574         7,247
      PACIFIC GAS & ELEC      6.57P%, 2007        525,000         13,069        12,075
      PACIFICORP $100 PAR     7.70 %, 2001        150,000         15,000        15,619
      PENN P&L PFD $100       6.125%, 2003         25,000          2,333         2,337 (b)
      PENN PWR & LT $100      6.33 %, 2008         50,000          5,000         4,563
      POTOMAC ELEC PWR $50    6.80 %, 2007        160,800          7,931         7,723
      POTOMAC ELECTRIC        7.78P%, 2006        160,000          8,008         8,350
      PUB SERV COLO $100      7.50 %, 2009        173,368         16,682        16,789 (b)(d)
      PUGET SOUND P&L $100    8.00 %, 2004          6,566            656           673
      ROCHESTER G & E $100    7.65P%, 1999         20,000          2,000         2,053
      ROCHESTER G & E $100    7.55P%, 1998         67,000          6,709         6,893
      ROCHESTER G & E $100    7.45P%, 1997         52,500          5,250         5,419
      SIERRA PAC PWR SER G    8.240%, 1998        109,396          5,489         5,336
      SO CA EDISON $100       6.45 %, 2002        147,250         14,781        14,062
      SOUTHWEST GAS           9.50P%, 1999          2,730            276           281 (b)(d)
      SO INDIANA G&E 100      6.50 %, 2002         75,000          7,500         6,849 (b)(d)
      TENNECO SRS B $100      7.400%, 1998         68,998          6,738         6,848
      TEXAS UTIL $100 PAR     6.98 %, 2008         50,000          5,000         4,469
      TEXAS UTILITY $100      9.64 %, 1998        100,000         10,056        10,144 (b)(d)
      TRANSCONT'L GAS PIPE    8.750%, 1996         57,500          5,746         5,750 (b)(d)
      UNITED TELECOM $100     7.75 %, 2008         39,914          3,818         3,890 (b)(d)
      UNITED TEL FL $10       5.25S%, 2000          9,900             94            86 (b)(d)
      VIRGINIA ELEC & PWR     6.35P%, 2000        168,700         16,867        16,490
      WASHINGTON WATER        8.625%, 2000         80,000          8,014         8,282
      WASHINGTON WTR POWER    6.95P%, 2007         50,000          5,000         4,688
                                              ------------  -------------  ------------
                                                8,416,309        586,409       582,774
                                              ============  -------------  ------------

    Finance

      HOUSEHLD FIN$100 92A    7.25 %, 1997         20,000          2,041         2,030
                                              ------------  -------------  ------------
                                                   20,000          2,041         2,030
                                              ============  -------------  ------------
    Industrial

      BOWATER $50 VAR RATE    VAR  %, 1998        251,800         12,036        11,646 (f)
      COMBUSTION ENG $100     9.125%, 1999        200,000         20,000        20,466 (b)(d)
      HARTFD FIRE S2 $50      VAR  %, 1995        326,600         16,198        16,248 (f)
      XEROX CORP $50 PAR      7.375%, 1998        220,008         10,856        11,385
                                              ------------  -------------  ------------
                                                  998,408         59,090        59,745
                                              ============  -------------  ------------

                Total Preferred Stocks                           647,540       644,549
                                                            -------------  ------------
    </TABLE>





<PAGE>
    PAGE 12
    <TABLE>
    <CAPTION>
                                               Bal. Held
                                              at 12-31-94       Cost         Value at
                                               Number of       (Notes        12-31-94
    Name of Issuer and Title of Issue            Shares        a & c)        (Note a)
    --------------------------------------    ------------  -------------  ------------
    <S>                                        <C>           <C>            <C>
    OTHER

    Industrial

      MRS FIELDS                               20,176,717            605           605 (f)
      WAXMAN IND WARRANTS EXP 1996                150,000            150            34 (f)
                                              ------------  -------------  ------------
                Total Other                    20,326,717            755           639
                                              ============  -------------  ------------

                Total Investments in Securites
                     of unaffiliated Issuers                   2,509,094     2,479,083
                Total reserve for Possible Losses
                     on Corporate Issues                           1,000
                                                            -------------  ------------
                                                               2,508,094     2,479,083
                                                            =============  ============

                                          NOTES

    (a) See notes 1 and 3 to financial statements regarding determination of cost
         and fair values.
    (b) Securities valued by IDS Certificate Company at fair value in the absence
         of market quotations.
    (c) The aggregate cost of investments in securities of unaffiliated issuers
         for federal income tax purposes was $2,504,622.
    (d) Securities acquired in private negotiation which may require registration
         under federal securities laws if they were to be publicly sold.  Also see
         note 3B to financial statements.
    (e) Non-income producing securities.
    (f) Securities classified as available for sale and carried at fair value in
         the balance sheet.  Also see notes 1 and 3A to financial statements.
    </TABLE>

<PAGE>
    PAGE 13
    <TABLE>
    <CAPTION>
    IDS CERTIFICATE COMPANY                                                 SCHEDULE II

    Investments in and Advances to Affiliates and Income Thereon

    December 31, 1994, 1993 and 1992
    ($ in thousands)



    -----------------------------------------------------------------------------------
                                           Balance December 31, 1994         Interest
                                       ---------------------------------     Dividends
                                        Principal              Carrying      Credited
                                        Amount or      Cost       Value       to Income
    Name of Issuer and Title of Issue  No. of Shares  (a)&(c)      (b)          (d)
    -----------------------------------------------------------------------------------
    <S>                                     <C>       <C>       <C>         <C>
    Wholly Owned Subsidiary (b):
    Real Estate Investment Company:
      Investors Syndicate Development
        Corporation:
          Capital Stock................        100    $2,998    $  4,819    $         0
                                             =====     -----     -------     ----------

    Other Controlled Company:

    Real Estate Development Company:
      Mankato Ventures, First Mortgage
        Loan...........................     $  580       580         580             68
                                             =====     -----     -------     ----------

    Other Affiliates (as defined
      in Sec. 2(a)(3) of the
      Investment Company Act
      of 1940).........................          0         0           0              0
                                             =====     -----     -------     ----------

        Total affiliates...............               $3,578    $  5,399    $        68
                                                       =====     =======     ==========
    </TABLE>
<PAGE>
    PAGE 14
    <TABLE>
    <CAPTION>
    IDS CERTIFICATE COMPANY                                                 SCHEDULE II

    Investments in and Advances to Affiliates and Income Thereon

    December 31, 1994, 1993 and 1992
    ($ in thousands)



    -----------------------------------------------------------------------------------
                                           Balance December 31, 1993          Interest
                                       ---------------------------------      Dividends
                                         Principal              Carrying      Credited
                                         Amount or     Cost       Value       to Income
    Name of Issuer and Title of Issue  No. of Shares  (a)&(c)      (b)          (d)
    -----------------------------------------------------------------------------------
    <S>                                     <C>       <C>       <C>         <C>
    Wholly Owned Subsidiary (b):
    Real Estate Investment Company:
      Investors Syndicate Development
        Corporation:
          Capital Stock................        100    $2,548    $  4,128    $         0
                                             =====     -----     -------     ----------

    Other Controlled Company:
    Real Estate Development Company:
      Mankato Ventures, First Mortgage
        Loan...........................     $  684       684         684             78
                                             =====     -----     -------     ----------

    Other Affiliates (as defined
      in Sec. 2(a)(3) of the
      Investment Company Act
      of 1940).........................          0         0           0              0
                                             =====     -----     -------     ----------

        Total affiliates...............               $3,232    $  4,812    $        78
                                                       =====     =======     ==========
    </TABLE>
<PAGE>
    PAGE 15
    <TABLE>
    <CAPTION>
    IDS CERTIFICATE COMPANY                                                 SCHEDULE II

    Investments in and Advances to Affiliates and Income Thereon

    December 31, 1994, 1993 and 1992
    ($ in thousands)



    -----------------------------------------------------------------------------------
                                           Balance December 31, 1992          Interest
                                       ---------------------------------      Dividends
                                         Principal              Carrying      Credited
                                         Amount or     Cost       Value       to Income
    Name of Issuer and Title of Issue  No. of Shares  (a)&(c)      (b)           (d)
    -----------------------------------------------------------------------------------
    <S>                                     <C>       <C>       <C>         <C>
    Wholly Owned Subsidiary (b):
    Real Estate Investment Company:
      Investors Syndicate Development
        Corporation:
          Capital Stock................        100    $  548    $  2,008    $         0
                                             =====     -----     -------     ----------

    Other Controlled Company:

    Real Estate Development Company:
      Mankato Ventures, First Mortgage
        Loan...........................     $  779       779         779             88
                                             =====     -----     -------     ----------

    Other Affiliates (as defined
      in Sec. 2(a)(3) of the
      Investment Company Act
      of l940).........................          0         0           0              0
                                             =====     -----     -------     ----------

        Total affiliates...............               $1,327    $  2,787    $        88
                                                       =====     =======     ==========










    </TABLE>
<PAGE>
    PAGE 16
    <TABLE>
    <CAPTION>
    IDS CERTIFICATE COMPANY                                                 SCHEDULE II

    Investments in and Advances to Affiliates and Income Thereon

    December 31, 1994, 1993 and 1992
    ($ in thousands)
    ------------------------------------------------------------


    NOTES:

      (a)   The aggregate cost for federal income tax purposes at December 31,
            1994, 1993 and 1992 was $5,309, $4,677 and $2,652 respectively,
            subject to possible adjustment in certain circumstances under
            consolidated income tax return regulations.

      (b)   Investments in stocks of wholly owned subsidiaries are carried
            at cost adjusted for equity in undistributed net income since
            organization or acquisition of the subsidiaries.

      (c)   Changes in investment in affiliate during the three years ended
            December 31, 1994 are summarized below:

                                  Cost at   Additions (Deductions)  Cost at
            Name of Issuer and    Dec. 31,                          Dec. 31,
            Title of Issue          1991     1992     1993    1994    1994
            -------------------   --------   ----     ----    ----  --------
            <S>                       <C>     <C>     <C>     <C>      <C>
            Mankato Ventures,
              First Mortgage
                Loan                  864     (85)    (95)    (104)     580

      (d)   There were no dividends or interest earned which were not credited
            to income.
    </TABLE>


<PAGE>
    PAGE 17
    <TABLE>
    <CAPTION>
    IDS CERTIFICATE COMPANY                                                                                             SCHEDULE III
    Mortgage Loans on Real Estate and Interest Earned on Mortgages
    Year Ended December 31, 1994
    ($ in thousands)



                                                               Part 1 -   Mortgage loans on real estate at end of period
                                                            ------------- ----------------------------------------------
                                                                                                              Amount of principal
                                                                                                            unpaid at end of period
                                                                                                          -------------------------
                                                                                         Carrying             Subject      Amount
                                                                                        amount of                to           of
                                                                          Number Prior  mortgages            delinquent   mortgages
                                                                            of   liens  (c),(g),(h)           interest      being
    Description (a)                                                       loans   (b)     and (i)     Total     (d)       forclosed
    ---------------                                                       ------  ----- ----------   ------ -----------  ----------
    <S>                                                                   <C>     <C>   <C>         <C>      <C>         <C>
    First mortgages:
    Insured by Federal Housing Administration - liens on:
    Residential - under $100                                                  3                24        24          19         5
    Apartment and business - under $100                                       0                 0         0           0         0
                                                                          -----            ------    ------   ---------     -----
    Total                                                                     3                24        24          19         5
                                                                          -----            ------    ------   --------- -----------
    Partially guaranteed under Servicemen's
    Readjustment Act of 1944, as amended - liens on:
    Residential - under $100                                                  1                24        24          24        24
    Apartment and business - under $100                                       0                 0         0           0         0
                                                                          -----            ------    ------   ---------  -----------
    Total                                                                     1                24        24          24        24
                                                                          -----            ------    ------   ---------  -----------
    Other - liens on:
    Residential
    Under $100                                                                1                 2         2           2         0
    Apartment and business:                                               -----            ------    ------   ---------  -----------
    Under $100                                                                1                14        14           0         0
    $100 to $150                                                              1               115       115           0         0
    $150 to $200                                                              0                 0         0           0         0
    $200 to $250                                                              1               216       216           0         0
    $250 to $300                                                              2               562       562           0         0
    $300 to $350                                                              1               313       313           0         0
    $350 to $400                                                              2               782       782           0         0
    $400 to $450                                                              1               400       400           0         0
    $450 to $500                                                              0                 0         0           0         0
    Over $500
    Loan No.         Mortgagor                      Property Location
    --------         ---------                      -----------------
    20-00001    NSP, LTD                            Bloomington, MN           1               702       702           0         0
    21-46978    Kraus Anderson                      Burnsville, MN            1               375       625           0         0
    21-46996    Kraus Anderson                      Bloomington, MN           1               504       504           0         0
    21-47000    Vinland Property Trust              Dallas, TX                1             1,122     1,122           0         0
    21-47004    Retired Teachers Housing Authority  Yukon, OK                 1               798       798           0         0
    /TABLE
<PAGE>
    PAGE 18
    <TABLE>
    <CAPTION>
                                                                     Part 1 -   Mortgage loans on real estate at end of period
                                                                     ------------- ----------------------------------------------
                                                                                                              Amount of principal
                                                                                                            unpaid at end of period
                                                                                                           -------------------------
                                                                                         Carrying             Subject      Amount
    Description (a)                                                                     amount of                to           of
    ---------------                                                       Number Prior  mortgages            delinquent   mortgages
    Over $500                                                               of   liens  (c),(g),(h)           interest      being
    Loan No.         Mortgagor                      Property Location     loans   (b)     and (i)     Total     (d)       forclosed
    --------         ---------                      -----------------     ------  ----- ----------   ------ ----------- ------------
    <S>                                                                     <C>     <C>   <C>         <C>           <C>          <C>
    21-47005    ALM Enterprises, Inc.               Fredericksburg, VA        1               563       563           0            0
    21-47032    Independent Order of Foresters      Irvine, CA                1               511       511           0            0
    21-47084    Ryan Construction Co.               Eden Prairie, MN          1             1,886     1,886           0            0
    21-47106    1225 No. County Road 18 LTD         Plymouth, MN              1             1,707     1,707           0            0
    21-47110    Lloyd Engelsma                      Brooklyn Park, MN         1             2,738     2,738           0            0
    21-47116    McCaughey Dev. Association          Madison, WI               1             1,273     1,273           0            0
    21-47128    Century Income Properties Fund      Brookfield,WI             1             2,019     2,019           0            0
    21-47129    Retired Teachers Housing            Yukon, OK                 1               586       586           0            0
    21-47131    Stephen M. and Sylvia C. Slifko     Akron, OH                 1             2,920     2,920           0            0
    21-47133    Dennis P. Bruyere                   Houston, TX               1               157       518           0            0
    21-47136    Ameritrust Co. National Association Clearwater, FL            1             3,312     3,312           0            0
    21-47139    Treasurer's Island Inc.             Eagan, MN                 1             1,589     1,589           0            0
    21-47140    Harbour Run LTD                     MentorOnTheLake,OH        1             4,224     4,224           0            0
    21-47141    John E. Smith                       Lafayette, IN             1             4,432     4,432           0            0
    21-47142    34th Street Properties Partnership  Gainsville, FL            1            10,322    10,322           0            0
    21-47144    Turnquist, Inc.                     Brooklyn Park, MN         1             4,666     4,666           0            0
    21-47147    Columbus Real Estate Co.            Hilliard, OH              1             7,980     7,980           0            0
    21-47148    Turner Development Corporation      Orlando, FL               1             4,874     4,874           0            0
    21-47149    Turner Development Corporation      Indialantic, FL           1             3,970     3,970           0            0
    21-47150     Bircain Apartment Company LP       Gladstone, MO             1             2,494     2,494           0            0
    21-47151     Pinecrest I                        Spokeane, WA              1             1,105     1,105           0            0
    21-47152     Richard D. Fownes Trustee          Boston, MA                1             3,779     3,779           0            0
    21-47153     Fox Run of Omaha, Inc.             Omaha, NE                 1             2,609     2,609           0            0
    21-47154     Kenneth Grandberg Trustee          Randolph, MA              1             3,181     3,181           0            0
    21-47155     VLM Partnership                    Overland Park, KS         1             2,892     2,892           0            0
    21-47156     LT Limited Partnership             Lafayette, IN             1             4,324     4,324           0            0
    21-47157     John A. Belanich                   Tampa, FL                 1             3,681     3,681           0            0
    21-47158     Grande Associates                  South River, NJ           1             4,295     4,295           0            0
    21-47159     Grande Associates                  Marlton, NJ               1             3,894     3,894           0            0
    </TABLE>
<PAGE>
    PAGE 19
    <TABLE>
    <CAPTION>
                                                                     Part 1 -   Mortgage loans on real estate at end of period
                                                                     ------------- ----------------------------------------------
                                                                                                              Amount of principal
                                                                                                            unpaid at end of period
                                                                                                           -------------------------
                                                                                         Carrying             Subject      Amount
    Description (a)                                                                     amount of                to           of
    ---------------                                                       Number Prior  mortgages            delinquent   mortgages
    Over $500                                                               of   liens  (c),(g),(h)           interest      being
    Loan No.         Mortgagor                      Property Location     loans   (b)     and (i)     Total     (d)       forclosed
    --------         ---------                      -----------------     ------  ----- ----------   ------ ----------- ------------
    <S>                                                                   <C>     <C>   <C>         <C>      <C>         <C>
    21-47160     James Esshaki DBA                  Taylor MI                 1             6,180     6,180           0          0
    21-47162     York Creek #3 LTD DBA              Taylor MI                 1             4,025     4,025           0          0
    21-47163     Bayrock Investment Company         Sarasota, FL              1             6,609     6,609           0          0
    21-47164     K & M Hamilton Development Co.     Halmilton, OH             1             5,850     5,850           0          0
    21-47165     Bowling Freen Partnership          Sussex, WI                1             2,689     2,689           0          0
    21-47166     Colonial Estates Associates        Warrington, PA            1             6,368     6,368           0          0
    21-47167     Wilder Corp of Delaware            Ruskin, FL                1             5,920     5,920           0          0
    21-47168     Wilder Corp of Delaware            Riverview, FL             1             3,268     3,268           0          0
    21-47169     Franklin & Bonnie Kottshade        Rochester, MN             1             4,390     4,390           0          0
    21-47170     Franklin & Bonnie Kottshade        Rochester, MN             1             1,173     1,173           0          0
    21-47171     Desert Shadows Associates          Tucson, AZ                1             6,121     6,121           0          0
    21-47172     Dial Reit Inc.                     Fremont, NE               1             2,968     2,968           0          0
    21-47173     Cinram Associates                  Fairfield, NJ             1             3,922     3,922           0          0
    21-47174     Grande Associates                  Deptford Twnsp, NJ        1             8,335     8,335           0          0
    21-47177     Griffin Real Estate Fund II LP     Urbandale, IA             1             2,914     2,914           0          0
    21-47178     Griffin Real Estate Fund II LP     Urbandale, IA             1             2,524     2,524           0          0
    21-47179     Morrestown Office Center           Morrestown, NJ            1             2,753     2,753           0          0
    21-47181     Westlake #1 Limited Partnership    Knosha, WI                1             2,464     2,464           0          0
    21-47182     Shagbark Limited Partnership       Kenosha, WI               1             6,668     6,668           0          0
    21-47183     Cowne Point Ltd Partnership        Holland, MI               1             3,946     3,946           0          0
    21-47184     Mcnab Commerce Center Association  Pompano Beach, FL         1             2,241     2,241           0          0
    21-47186     Mack Edison Company                Edison, NJ                1             7,089     7,089           0          0
    21-47187     Industrial Development Association Mebane, NC                1             3,126     3,126           0          0
    21-47190     Dial Reit Inc.                     Davenport, IA             1             4,237     4,237           0          0
    21-47191     SSC Associates Ltd Ptnshp          St. Claire Shores, MI     1             6,380     6,380           0          0
    21-47192     Tree Trail Village Association     Norcross, GA              1             6,742     6,742           0          0
    21-47193     ECPG (Peoria) Association          Glendale, AZ              1             6,657     6,657           0          0
    21-47194     Briar Development Company          Tacoma, WA                1             4,398     4,398           0          0
    21-47195     Tipotex Inc.                       Pharr, TX                 1             1,947     1,947           0          0
    21-47196     Wilder Corporation                 Pharr, TX                 1             4,356     4,356           0          0
    21-47197     Wilder Corporation                 Alamo, TX                 1               998       998           0          0
    21-47198     Investors Real Estate Trust        Grand Forks, ND           1             4,312     4,312           0          0
    21-47199     Warren and Kelso Company           Cheltenham Twsp, PA       1             2,944     2,944           0          0
    21-47201     Oakland Park Festival Ctr          Oakland Park, FL          1             4,496     4,496           0          0
    21-47202     Lakewood West Ltd Partnership      Lakewood, CO              1             4,388     4,388           0          0
    0-2013291    Ryan Equities                      Pantago, TX               1               825       825           0          0
    0-3027654    DFB Associates                     Costa Mesa, CA            1             1,222     1,222           0          0
    0-3031967    Special Partnership                St. Anthony, MN           1               587       587           0          0
                                                                          -----           -------   -------   ---------  -----------
                                                                             81           253,918   254,529           0          0
                                                                          -----           -------   -------   ---------  -----------

    Total Other                                                              82           253,920   254,531           2          0
                                                                          -----           -------   -------   ---------  -----------

    Total First Mortgage Loans on Real Estate                                86           253,968   254,579          45         29
                                                                          =====           =======   =======   =========  ===========
    </TABLE>

<PAGE>
    PAGE 20
    <TABLE>
    <CAPTION>
                                                                                  Part 2 -
                                                                        Interest earned on mortgages
                                                                        ----------------------------
                                                                                         Average
                                                                                        gross rate
                                                                         Interest      of interest
                                                                          due and      on mortgages
                                                                          accrued      held at end
                                                                         at end of      of period
    Description (a)                                                      period (e)        (f)
    ---------------                                                     ------------  --------------
    <S>                                                               <C>                    <C>
    First mortgages:
    Insured by Federal Housing Administration - liens on:
    Residential - under $100                                                                  7.186%
    Apartment and business - under $100                                                       0.000%
                                                                                        ------------
    Total                                                                                     7.816%
                                                                                        ------------
    Partially guaranteed under Servicemen's
    Readjustment Act of 1944, as amended - liens on:
    Residential - under $100                                                                  8.000%
    Apartment and business - under $100                                                       0.000%
                                                                                        ------------
    Total                                                                                     8.000%
                                                                                        ------------
    Other - liens on:
    Residential
    Under $100                                                                                5.500%
    Apartment and business:                                                             ------------
    Under $100                                                                                8.500%
    $100 to $150                                                                              9.375%
    $150 to $200                                                                              9.625%
    $200 to $250                                                                              9.625%
    $250 to $300                                                                             10.175%
    $300 to $350                                                                              9.000%
    $350 to $400                                                                              9.447%
    $400 to $450                                                                              8.500%
    $450 to $500                                                                              0.000%
    Over $500
    Loan No.         Mortgagor                      Property Location
    --------         ---------                      -----------------
    20-00001    NSP, LTD                            Bloomington, MN                           9.500%
    21-46978    Kraus Anderson                      Burnsville, MN                            9.250%
    21-46996    Kraus Anderson                      Bloomington, MN                           8.750%
    21-47000    Vinland Property Trust              Dallas, TX                               10.125%
    21-47004    Retired Teachers Housing Authority  Yukon, OK                                 8.875%
    </TABLE>
<PAGE>
    PAGE 21
    <TABLE>
    <CAPTION>
                                                                                  Part 2 -
                                                                        Interest earned on mortgages
                                                                        ----------------------------

                                                                                         Average
                                                                                        gross rate
                                                                         Interest      of interest
                                                                          due and      on mortgages
    Description (a)                                                       accrued      held at end
    ---------------
    Over $500                                                            at end of      of period
    Loan No.         Mortgagor                      Property Location    period (e)        (f)
    --------         ---------                      -----------------   ------------  --------------
    <S>         <C>                                 <C>                                      <C>
    21-47005    ALM Enterprises, Inc.               Fredericksburg, VA                        9.000%
    21-47032    Independent Order of Foresters      Irvine, CA                                9.750%
    21-47084    Ryan Construction Co.               Eden Prairie, MN                          8.500%
    21-47106    1225 No. County Road 18 LTD         Plymouth, MN                             10.250%
    21-47110    Lloyd Engelsma                      Brooklyn Park, MN                         9.875%
    21-47116    McCaughey Dev. Association          Madison, WI                               8.500%
    21-47128    Century Income Properties Fund      Brookfield,WI                            10.000%
    21-47129    Retired Teachers Housing            Yukon, OK                                12.000%
    21-47131    Stephen M. and Sylvia C. Slifko     Akron, OH                                10.625%
    21-47133    Dennis P. Bruyere                   Houston, TX                               9.500%
    21-47136    Ameritrust Co. National Association Clearwater, FL                            9.500%
    21-47139    Treasurer's Island Inc.             Eagan, MN                                 8.750%
    21-47140    Harbour Run LTD                     MentorOnTheLake,OH                        9.000%
    21-47141    John E. Smith                       Lafayette, IN                            10.000%
    21-47142    34th Street Properties Partnership  Gainsville, FL                            8.125%
    21-47144    Turnquist, Inc.                     Brooklyn Park, MN                         8.875%
    21-47147    Columbus Real Estate Co.            Hilliard, OH                              8.375%
    21-47148    Turner Development Corporation      Orlando, FL                               9.375%
    21-47149    Turner Development Corporation      Indialantic, FL                           9.375%
    21-47150     Bircain Apartment Company LP       Gladstone, MO                             9.750%
    21-47151     Pinecrest I                        Spokeane, WA                              9.875%
    21-47152     Richard D. Fownes Trustee          Boston, MA                                9.750%
    21-47153     Fox Run of Omaha, Inc.             Omaha, NE                                 9.750%
    21-47154     Kenneth Grandberg Trustee          Randolph, MA                              9.750%
    21-47155     VLM Partnership                    Overland Park, KS                         9.750%
    21-47156     LT Limited Partnership             Lafayette, IN                            10.000%
    21-47157     John A. Belanich                   Tampa, FL                                 8.750%
    21-47158     Grande Associates                  South River, NJ                           7.500%
    21-47159     Grande Associates                  Marlton, NJ                               7.500%
    </TABLE>
<PAGE>
    PAGE 22
    <TABLE>
    <CAPTION>
                                                                                  Part 2 -
                                                                        Interest earned on mortgages
                                                                        ----------------------------

                                                                                         Average
                                                                                        gross rate
                                                                         Interest      of interest
    Description (a)                                                       due and      on mortgages
    ---------------                                                       accrued      held at end
    Over $500                                                            at end of      of period
    Loan No.         Mortgagor                      Property Location    period (e)        (f)
    --------         ---------                      -----------------   ------------  --------------
    <S>                                                               <C>                    <C>
    21-47160     James Esshaki DBA                  Taylor MI                                10.000%
    21-47162     York Creek #3 LTD DBA              Taylor MI                                 9.750%
    21-47163     Bayrock Investment Company         Sarasota, FL                              9.375%
    21-47164     K & M Hamilton Development Co.     Halmilton, OH                             9.625%
    21-47165     Bowling Freen Partnership          Sussex, WI                                8.750%
    21-47166     Colonial Estates Associates        Warrington, PA                            8.625%
    21-47167     Wilder Corp of Delaware            Ruskin, FL                                9.500%
    21-47168     Wilder Corp of Delaware            Riverview, FL                             9.500%
    21-47169     Franklin & Bonnie Kottshade        Rochester, MN                             9.000%
    21-47170     Franklin & Bonnie Kottshade        Rochester, MN                             9.750%
    21-47171     Desert Shadows Associates          Tucson, AZ                                8.750%
    21-47172     Dial Reit Inc.                     Fremont, NE                               8.250%
    21-47173     Cinram Associates                  Fairfield, NJ                             8.500%
    21-47174     Grande Associates                  Deptford Twnsp, NJ                        8.875%
    21-47177     Griffin Real Estate Fund II LP     Urbandale, IA                             8.375%
    21-47178     Griffin Real Estate Fund II LP     Urbandale, IA                             8.375%
    21-47179     Morrestown Office Center           Morrestown, NJ                            9.000%
    21-47181     Westlake #1 Limited Partnership    Knosha, WI                                8.250%
    21-47182     Shagbark Limited Partnership       Kenosha, WI                               9.000%
    21-47183     Cowne Point Ltd Partnership        Holland, MI                               9.250%
    21-47184     Mcnab Commerce Center Association  Pompano Beach, FL                         9.000%
    21-47186     Mack Edison Company                Edison, NJ                                8.000%
    21-47187     Industrial Development Association Mebane, NC                                8.125%
    21-47190     Dial Reit Inc.                     Davenport, IA                             8.000%
    21-47191     SSC Associates Ltd Ptnshp          St. Claire Shores, MI                     8.125%
    21-47192     Tree Trail Village Association     Norcross, GA                              8.250%
    21-47193     ECPG (Peoria) Association          Glendale, AZ                              8.750%
    21-47194     Briar Development Company          Tacoma, WA                                8.750%
    21-47195     Tipotex Inc.                       Pharr, TX                                 9.125%
    21-47196     Wilder Corporation                 Pharr, TX                                 9.125%
    21-47197     Wilder Corporation                 Alamo, TX                                 9.125%
    21-47198     Investors Real Estate Trust        Grand Forks, ND                           6.500%
    21-47199     Warren and Kelso Company           Cheltenham Twsp, PA                       8.125%
    21-47201     Oakland Park Festival Ctr          Oakland Park, FL                          7.750%
    21-47202     Lakewood West Ltd Partnership      Lakewood, CO                              7.750%
    0-2013291    Ryan Equities                      Pantago, TX                              11.125%
    0-3027654    DFB Associates                     Costa Mesa, CA                            9.500%
    0-3031967    Special Partnership                St. Anthony, MN                           9.250%
                                                                                        ------------
                                                                                              8.884%
                                                                                        ------------

    Total Other                                                                               8.884%
                                                                                        ------------

    Total First Mortgage Loans on Real Estate                                                 8.884%
                                                                                        ============
    </TABLE>
<PAGE>
    PAGE 23
    <TABLE>
    <CAPTION>
    Part 3 - Location of mortgaged properties
    -----------------------------------------
    ($ in thousands)
                                                       Amount of principal
                                                     unpaid at end of period
                                                     -----------------------
                                          Carrying                  Subject
         State in                        amount of                    to        Amount of
     which mortgaged   Number    Prior   mortgages                delinquent    mortgages
         property        of      liens   (c), (g),                 interest       being
        is located      loans     (b)   (h) and (i)     Total         (d)      foreclosed
     ---------------   -------   -----   ----------  -----------  -----------  ----------
    <S>                    <C> <C>         <C>         <C>                 <C>          <C>
    Arizona                  2               12,778       12,778
    California               3                2,121        2,121
    Colorado                 1                4,388        4,388
    Florida                 11               48,909       48,909
    Georgia                  1                6,742        6,742
    Indiana                  2                8,757        8,757
    Iowa                     3                9,674        9,674
    Kansas                   1                2,892        2,892
    Massachusetts            2                6,960        6,960
    Michigan                 4               20,531       20,531
    Minnesota               16               20,680       20,930           43           29
    Missouri                 1                2,494        2,494
    Nebraska                 2                5,590        5,590
    New Jersey               7                4,312        4,312
    North Carolina           2                5,577        5,577
    North Dakota             1               30,680       30,680
    Ohio                     4               20,975       20,975
    Oklahoma                 3                1,655        1,655
    Pennsylvania             2                9,312        9,312
    South Dakota             1                  400          400
    Texas                   10                9,826       10,187            2
    Virginia                 1                  563          563
    Washington               2                5,503        5,503
    Wisconsin                4               12,649       12,649
                        ------           ----------   ----------    ---------    ---------
    Total                   86              253,968      254,579           45           29
                        ======           ==========   ==========    =========    =========

<PAGE>
    PAGE 24

    NOTES:

    (a)  The classification "residential" includes single dwellings only.
              business".

    (b)  Real estate taxes and easements, which in the opinion of the Company
              are not undue burden on the properties, have been excluded from
              the determination of "prior liens".

    (c)  In this schedule III, carrying amount of mortgage loans represents
              unpaid principal balances plus unamortized premiums less
              unamortized dicounts and allowance for loss.

    (d)  Interest in arrears for less than three months has been disregarded
            in computing the total amount of principal subject to delinquent
            interest.  The amounts of mortgage loans being forclosed are
            also included in amounts subject to delinquent interest.

    (e)  Information as to interest due and accrued at the end of the period
            is shown by type of mortgage loan.  Information as to interest
            due and accrued for the various classes within the types of
            mortgage loans is not readily available and the obtaining
            thereof would involve unreasonable effort and expense.

         The Company does not accrue interest on loans which are over three
            months delinquent.

    (f)  Information as to interest income by type and class of loan has been
            omitted because it is not readily available and the obtaining
            thereof would involve unreasonable effort and expense.  In lieu
            thereof, the average gross interest rates (exclusive of amort-
            tization of discounts and premiums) on mortgage loans held at
            December 31, 1994 are shown by type and class of loan.

         The average gross interest rates on mortgage loans held at
            December 31, 1994, 1993 and 1992 are summarized as follows:

                                                  1994      1993      1992
         First mortgages:                        -----     -----     -----
              Insured by Federal Housing
                Administration                   7.186%    7.076%    5.817%
              Partially guaranteed under
                Servicemen's Readjustment
                Act of 1944, as amended          8.000     8.000     6.719
              Other                              8.884     9.055     9.282
                                                 -----     -----     -----

                    Combined average             8.884%    9.055%    9.207%
                                                 =====     =====     =====
<PAGE>
    PAGE 25

    (g)  Following is a reconciliation of the carrying amount of mortgage
              loans for the years ended December 31, 1994, 1993 and 1992.

</TABLE>
<TABLE><CAPTION>

                                         1994          1993          1992
                                         ----          ----          ----
         <S>                          <C>           <C>           <C>
         Balance at beginning
           of period                  $  281,865    $  233,796    $  145,055
         Additions during period:
           New loans acquired:
             Nonaffiliated
               companies                       0        59,183        98,314
           Allowance for loss
             transferred to
               real estate                   350           530           350
           Allowance for loss
             reversed                          0           220             0
           Amortization of
             discount/premium                 51            90            61
                                      ----------    ----------     ----------

                 Total additions             401        60,023        98,725
                                      ----------    ----------    ----------
                                         282,266       293,819       243,780
                                      ----------    ----------    ----------
         Deductions during period:
           Collections of
             principal                    28,298         5,908         9,484
           Cost of mortgages sold              0         6,046             0
           Allowance for loss                  0             0           500
           Writeoff                            0             0             0
                                      ----------    ----------    ----------
               Total deductions           28,298        11,954         9,984
                                      ----------    ----------    ----------

         Balance at end of
           period                     $  253,968    $  281,865    $  233,796
                                      ==========    ==========    ==========

    (h)  The aggregate cost of mortgage loans for federal income tax purposes
            at December 31, 1994 was $254,579.

    (i)  At December 31, 1994, an allowance for loss of $611 is recorded to
            reduce the carrying value of conventional loans since evidence
            indicates that a loss is likely to occur.
/TABLE
<PAGE>
      PAGE 26
      <TABLE>
      <CAPTION>
      IDS CERTIFICATE COMPANY                                                              SCHEDULE V

      Qualified Assets on Deposit

      December 31, 1994
      ($ thousands)

                                        Investments in Securities
                                        -------------------------
                                          Bonds and                 Mortgage
                                            Notes      Stocks         Loans      Other
            Name of Depositary               (a)         (b)           (c)        (d)         Total
            ------------------           -----------  ----------    --------    --------   ----------
      <S>                                 <C>        <C>            <C>        <C>         <C>
      Deposits with states or their de-
        positaries to meet requirements
        of statutes and agreements:

          Illinois - Secretary of
            State of Illinois             $       51  $        0    $      0   $       0   $       51

          New Jersey - Commissioner
            of Banking and Insurance
            of New Jersey                        100           0           0           0          100


          Pennsylvania - Treasurer
            of the State of
            Pennsylvania                         150           0           0           0          150


          Texas - Treasurer of the
            State of Texas                       116           0           0           0          116
                                          ----------  ----------    --------   ---------   ----------
          Total deposits with states
            or their depositaries to
            meet requirements of
            statues and agreements               417           0           0           0          417

      Central depositary - IDS Bank &
        Trust                              2,011,460     647,799     252,263      28,016    2,939,538
                                          ----------  ----------    --------   ---------   ----------
          Total                           $2,011,877  $  647,799    $252,263   $  28,016   $2,939,955
                                          ==========  ==========    ========   =========   ==========


      Notes:
        (a)  Represents amortized cost of bonds and notes.
        (b)  Represents average cost of individual issues of stocks.
        (c)  Represents unpaid principal balance of mortgage loans less unamortized
             discounts and reserve for losses.
        (d)  Represents amortized cost of interest rate caps of $14,946 and amortized cost of
             purchased call options of $13,070.
      </TABLE>

<PAGE>
PAGE 27
<TABLE>
<CAPTION>                                                                                         Schedule VI
IDS CERTIFICATE COMPANY
Certificate Reserves

Part 1 - Summary of Changes

Year ended December 31, 1994                                               Balance at beginning of period
($ in thousands)                                                       --------------------------------------
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
-----------                                          -------------     ----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
Installment certificates:
Reserves to mature:
Series 15, includes extended maturities           2.40 Inst/2.50 Ext.           2  $         10             3
  "    20,     "        "        "                2.52 Inst/2.50 Ext.         210         2,686         2,470
  "    15A,    "        "        "                2.66 Inst/3.04 Ext.         145         2,019         1,760
  "    22A,    "        "        "                       3.09               3,278        53,014        42,073
  "    I-76,   "        "        "                       3.35               1,383        32,777        11,651
  "    Reserve Plus Flexible Payment                   (note a)             1,125        11,612         5,610
  "    IC-Q-Installment                                (note a)             2,100        22,470         9,191
  "    IC-Q-Ins                                        (note a)            46,692       664,245       211,374
  "    IC-Q-Ins Emp                                    (note a)               282         4,145         1,173
  "    IC-1                                            (note a)            31,001       570,314        46,081
  "    IC-1-Emp                                        (note a)               256         5,794           376
  "    RP-Q-Installment                                (note a)             1,305        19,178         8,824
  "    RP-Q-Flexible Payment                           (note a)               254         4,777         1,677
  "    RP-Q-Ins                                        (note a)             1,339        31,825         9,143
  "    RP-Q-Ins Emp                                    (note a)                10           567            26
  "    RP-1                                            (note a)               320        11,269         1,161
  "    RP-1-Emp                                        (note a)                 3           672             6
                                                                       ----------    ----------    ----------
Total                                                                      89,705     1,437,374       352,599
                                                                       ----------    ----------    ----------
Payments made in advance of certificate
year requirements and accrued interest
thereon:
Series 15, includes extended maturities                    2              Not           Not                 1
  "    20,     "        "        "                         2            Readily      Applicable           113
  "    15A,    "        "        "                         3           Available                           54
  "    22A,    "        "        "                         3                                            1,369
  "    I-76,   "        "        "                        3.5                                             406
                                                                                                   ----------
Total                                                                                                   1,943
                                                                                                   ----------
</TABLE>
<PAGE>
PAGE 28
<TABLE>
<CAPTION>                                                                            Additions
                                                                      ---------------------------------------

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
                                                     payment basis     or income      holders       part 2)
Description                                          -------------     ----------   -----------    ----------
-----------
<S>                                                                   <C>         <C>             <C>
Installment certificates:
Reserves to mature:
Series 15, includes extended maturities           2.40 Inst/2.50 Ext.           0             0             0
  "    20,     "        "        "                2.52 Inst/2.50 Ext.          61            16            25
  "    15A,    "        "        "                2.66 Inst/3.04 Ext.          48            36            46
  "    22A,    "        "        "                       3.09               1,248           835         2,904
  "    I-76,   "        "        "                       3.35                 382           544            63
  "    Reserve Plus Flexible Payment                   (note a)                 0           555           100
  "    IC-Q-Installment                                (note a)                 0           875           205
  "    IC-Q-Ins                                        (note a)                 0        42,557         4,760
  "    IC-Q-Ins Emp                                    (note a)                 0           243            34
  "    IC-1                                            (note a)                 0        63,184         1,811
  "    IC-1-Emp                                        (note a)                 0           507            18
  "    RP-Q-Installment                                (note a)                 0           156           179
  "    RP-Q-Flexible Payment                           (note a)                 0           199            40
  "    RP-Q-Ins                                        (note a)                 0         1,367           182
  "    RP-Q-Ins Emp                                    (note a)                 0             8             1
  "    RP-1                                            (note a)                 0         1,115            37
  "    RP-1-Emp                                        (note a)                 0             7             0
                                                                       ----------   -----------    ----------
Total                                                                       1,739       112,204        10,405
                                                                       ----------   -----------    ----------
Payments made in advance of certificate
year requirements and accrued interest
thereon:
Series 15, includes extended maturities                    2                    0             0             0
  "    20,     "        "        "                         2                    3            13             2
  "    15A,    "        "        "                         3                    1             1             7
  "    22A,    "        "        "                         3                   43           430            95
  "    I-76,   "        "        "                        3.5                  14            52             2
                                                                       ----------   -----------    ----------
Total                                                                          61           496           106
                                                                       ----------   -----------    ----------
</TABLE>
<PAGE>
PAGE 29
<TABLE>
<CAPTION>
                                                                                     Deductions
                                                                      ---------------------------------------

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)
-----------                                          -------------     ----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
Installment certificates:
Reserves to mature:
Series 15, includes extended maturities           2.40 Inst/2.50 Ext.           0             2             0
  "    20,     "        "        "                2.52 Inst/2.50 Ext.         309            73           995
  "    15A,    "        "        "                2.66 Inst/3.04 Ext.         161            73           408
  "    22A,    "        "        "                       3.09               2,143         2,653         6,467
  "    I-76,   "        "        "                       3.35                   0         1,264           340
  "    Reserve Plus Flexible Payment                   (note a)             2,026         1,298            15
  "    IC-Q-Installment                                (note a)             2,532         2,686             8
  "    IC-Q-Ins                                        (note a)                 0        94,633             0
  "    IC-Q-Ins Emp                                    (note a)                 0           508             0
  "    IC-1                                            (note a)                 0        12,190             0
  "    IC-1-Emp                                        (note a)                 0           167             0
  "    RP-Q-Installment                                (note a)             2,553         1,671            98
  "    RP-Q-Flexible Payment                           (note a)                 0           958             0
  "    RP-Q-Ins                                        (note a)                 0         4,570             0
  "    RP-Q-Ins Emp                                    (note a)                 0             8             0
  "    RP-1                                            (note a)                 0           539             0
  "    RP-1-Emp                                        (note a)                 0             7             0
                                                                       ----------    ----------    ----------
Total                                                                       9,724       123,300         8,331
                                                                       ----------    ----------    ----------
Payments made in advance of certificate
year requirements and accrued interest
thereon:
Series 15, includes extended maturities                    2                    0             1             0
  "    20,     "        "        "                         2                   12            14            49
  "    15A,    "        "        "                         3                    3             1            30
  "    22A,    "        "        "                         3                   91            72           611
  "    I-76,   "        "        "                        3.5                   0            50            38
                                                                       ----------    ----------    ----------
Total                                                                         106           138           728
                                                                       ----------    ----------    ----------
</TABLE>
<PAGE>
PAGE 30
<TABLE>
<CAPTION>
                                                                            Balance at close of period
                                                                      ---------------------------------------
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
-----------                                          -------------    -----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
Installment certificates:
Reserves to mature:
Series 15, includes extended maturities           2.40 Inst/2.50 Ext.           1             5             1
  "    20,     "        "        "                2.52 Inst/2.50 Ext.         105         1,275         1,195
  "    15A,    "        "        "                2.66 Inst/3.04 Ext.          93         1,374         1,248
  "    22A,    "        "        "                       3.09               2,641        44,461        35,797
  "    I-76,   "        "        "                       3.35               1,200        28,481        11,036
  "    Reserve Plus Flexible Payment                   (note a)               568         5,546         2,926
  "    IC-Q-Installment                                (note a)             1,185        12,831         5,045
  "    IC-Q-Ins                                        (note a)            32,601       443,888       164,058
  "    IC-Q-Ins Emp                                    (note a)               193         2,812           942
  "    IC-1                                            (note a)            46,436       865,176        98,886
  "    IC-1-Emp                                        (note a)               372         7,105           734
  "    RP-Q-Installment                                (note a)               633         9,374         4,837
  "    RP-Q-Flexible Payment                           (note a)               212         3,100           958
  "    RP-Q-Ins                                        (note a)               880        19,554         6,122
  "    RP-Q-Ins Emp                                    (note a)                 7           435            27
  "    RP-1                                            (note a)               431        14,994         1,774
  "    RP-1-Emp                                        (note a)                 2           636             6
                                                                       ----------   -----------    ----------
Total                                                                      87,560     1,461,047       335,592
                                                                       ----------   -----------    ----------
Payments made in advance of certificate
year requirements and accrued interest
thereon:
Series 15, includes extended maturities                    2              Not           Not                 0
  "    20,     "        "        "                         2            Readily      Applicable            56
  "    15A,    "        "        "                         3           Available                           29
  "    22A,    "        "        "                         3                                            1,163
  "    I-76,   "        "        "                        3.5                                             386
                                                                                                   ----------
Total                                                                                                   1,634
                                                                                                   ----------
</TABLE>
<PAGE>
PAGE 31
<TABLE>
<CAPTION>
                                                                           Balance at beginning of period
                                                                       --------------------------------------
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
-----------                                          -------------     ----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest
thereon:
Series 15, includes extended maturities                   2.5                                               0
  "    20,     "        "        "                        2.5             Not           Not               601
  "    15A,    "        "        "                         3            Readily      Applicable           328
  "    22A,    "        "        "                         3           Available                        8,763
  "    I-76,   "        "        "                        3.5                                           2,814
  "    Reserve Plus Flexible Payment                   (note a)                                             0
  "    IC-Q-Installment                                (note a)                                             0
  "    IC-Q-Ins                                        (note a)                                             0
  "    IC-Q-Ins Emp                                    (note a)                                             0
  "    IC-1                                            (note a)                                            49
  "    IC-1-Emp                                        (note a)                                             0
  "    RP-Q-Installment                                (note a)                                             0
  "    RP-Q-Flexible Payment                           (note a)                                             0
  "    RP-Q-Ins                                        (note a)                                             0
  "    RP-Q-Ins Emp                                    (note a)                                             0
  "    RP-1                                            (note a)                                             1
  "    RP-1-Emp                                        (note a)                                             0
                                                                                                   ----------
Total                                                                                                  12,556
                                                                                                   ----------

Reserve for accrued extra contribution 3rd year                                                         5,002
Reserve for accrued extra contribution 6th year                                                           776
Accrued interest on reserves in default I-76              3.5                                               3
Reserve for additional credits to be allowed                              Not           Not
Installment Certificates-Special Additional                             Readily      Applicable
Credits I-76                                                           Available                            0
Accrued for additional credits to be allowed at
next anniversary                                                                                          271
Reserve for death and disability refund options                                                             0
Reserve for reconversion of paid-up certificates                                                           51
                                                                                                   ----------
Total installment certificates                                                                        373,201
                                                                                                   ----------
</TABLE>
<PAGE>
PAGE 32
<TABLE>
<CAPTION>
                                                                                     Additions
                                                                      ---------------------------------------

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)
-----------                                          -------------     ----------   -----------    ----------
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest
thereon:
  "    15, includes extended maturities                   2.5                   0                           0
  "    20,     "        "        "                        2.5                  11       Not                25
  "    15A,    "        "        "                         3                    7    Applicable            18
  "    22A,    "        "        "                         3                  229                         946
  "    I-76,   "        "        "                        3.5                  92                          95
  "    Reserve Plus Flexible Payment                   (note a)               100                           0
  "    IC-Q-Installment                                (note a)               206                           0
  "    IC-Q-Ins                                        (note a)             4,763                           0
  "    IC-Q-Ins Emp                                    (note a)                34                           0
  "    IC-1                                            (note a)             1,880                           0
  "    IC-1-Emp                                        (note a)                18                           0
  "    RP-Q-Installment                                (note a)               179                           0
  "    RP-Q-Flexible Payment                           (note a)                40                           0
  "    RP-Q-Ins                                        (note a)               182                           0
  "    RP-Q-Ins Emp                                    (note a)                 1                           0
  "    RP-1                                            (note a)                38                           0
  "    RP-1-Emp                                        (note a)                 0                           0
                                                                       ----------                  ----------
Total                                                                       7,780                       1,084
                                                                       ----------                  ----------

Reserve for accrued extra contribution 3rd year                             4,961        (1,581)            0
Reserve for accrued extra contribution 6th year                               555          (687)            0
Accrued interest on reserves in default I-76              3.5                   8             0             0
Reserve for additional credits to be allowed
Installment Certificates-Special Additional
Credits I-76                                                                    0             0             0
Accrued for additional credits to be allowed at
next anniversary                                                              307             0             0
Reserve for death and disability refund options                                 0             0             0
Reserve for reconversion of paid-up certificates                                3             0             0
                                                                       ----------   -----------    ----------
Total installment certificates                                             15,414       110,432        11,595
                                                                       ----------   -----------    ----------
</TABLE>
<PAGE>
PAGE 33
<TABLE>
<CAPTION>
                                                                                     Deductions
                                                                      ---------------------------------------
                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)
-----------                                          -------------     ----------   -----------    ----------
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest
thereon:
Series 15, includes extended maturities                   2.5                   0             0             0
  "    20,     "        "        "                        2.5                  81            18           254
  "    15A,    "        "        "                         3                   34            14            79
  "    22A,    "        "        "                         3                  488           551         1,424
  "    I-76,   "        "        "                        3.5                   0           301            72
  "    Reserve Plus Flexible Payment                   (note a)                 0             0           100
  "    IC-Q-Installment                                (note a)                 0             0           206
  "    IC-Q-Ins                                        (note a)                 0             0         4,763
  "    IC-Q-Ins Emp                                    (note a)                 0             0            34
  "    IC-1                                            (note a)                 0             0         1,811
  "    IC-1-Emp                                        (note a)                 0             0            18
  "    RP-Q-Installment                                (note a)                 0             0           179
  "    RP-Q-Flexible Payment                           (note a)                 0             0            40
  "    RP-Q-Ins                                        (note a)                 0             0           182
  "    RP-Q-Ins Emp                                    (note a)                 0             0             1
  "    RP-1                                            (note a)                 0             0            37
  "    RP-1-Emp                                        (note a)                 0             0             0
                                                                       ----------    ----------    ----------
Total                                                                         603           884         9,200
                                                                       ----------    ----------    ----------

Reserve for accrued extra contribution 3rd year                                 0             0             0
Reserve for accrued extra contribution 6th year                                 0             0             0
Accrued interest on reserves in default I-76              3.5                   0             0             8
Reserve for additional credits to be allowed
Installment Certificates-Special Additional
Credits I-76                                                                    0             0             0
Accrued for additional credits to be allowed at
next anniversary                                                                0             0           519
Reserve for death and disability refund options                                 0             0             0
Reserve for reconversion of paid-up certificates                                0             0             1
                                                                       ----------    ----------    ----------
Total installment certificates                                             10,433       124,322        18,787
                                                                       ----------    ----------    ----------
</TABLE>
<PAGE>
PAGE 34
<TABLE>
<CAPTION>
                                                                            Balance at close of period
                                                                      ---------------------------------------
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
-----------                                          -------------    -----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest
thereon:
Series 15, includes extended maturities                   2.5                                               0
  "    20,     "        "        "                        2.5             Not           Not               284
  "    15A,    "        "        "                         3            Readily      Applicable           226
  "    22A,    "        "        "                         3           Available                        7,475
  "    I-76,   "        "        "                        3.5                                           2,628
  "    Reserve Plus Flexible Payment                   (note a)                                             0
  "    IC-Q-Installment                                (note a)                                             0
  "    IC-Q-Ins                                        (note a)                                             0
  "    IC-Q-Ins Emp                                    (note a)                                             0
  "    IC-1                                            (note a)                                           118
  "    IC-1-Emp                                        (note a)                                             0
  "    RP-Q-Installment                                (note a)                                             0
  "    RP-Q-Flexible Payment                           (note a)                                             0
  "    RP-Q-Ins                                        (note a)                                             0
  "    RP-Q-Ins Emp                                    (note a)                                             2
  "    RP-1                                            (note a)                                             0
                                                                                                  -----------
Total                                                                                                  10,733
                                                                                                  -----------

Reserve for accrued extra contribution 3rd year                                                         8,382
Reserve for accrued extra contribution 6th year                                                           644
Accrued interest on reserves in default I-76              3.5                                               3
Reserve for additional credits to be allowed
Installment Certificates-Special Additional                               Not           Not
Credits I-76                                                            Readily      Applicable             0
Accrued for additional credits to be allowed at                        Available
next anniversary                                                                                           59
Reserve for death and disability refund options                                                             0
Reserve for reconversion of paid-up certificates                                                           53
                                                                                                  -----------
Total installment certificates                                                                        357,100
                                                                                                  -----------
</TABLE>
<PAGE>
PAGE 35
<TABLE>
<CAPTION>
                                                                           Balance at beginning of period
                                                                       --------------------------------------
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
-----------                                          -------------     ----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
Fully paid certificates:
Single-payment certificates:
SP 74                                                     3.5                 399         3,706         3,575
SP 75                                                     3.5               2,449        24,410        23,051
SP 76                                                     3.5                 596         4,826         4,378
SP 77                                                     3.5                 693         4,814         4,232
SP 78                                                     3.5                 780         6,345         5,398
SP 79                                                     3.5                 916         7,163         5,900
SP 80                                                     3.5                 874         7,214         5,726
SP 81A                                                    3.5                 756         5,310         4,066
SP 82A                                                    3.5                 741         7,488         5,546
SP 82B                                                    3.5               1,415        14,223        10,416
SP 83A                                                    3.5                 247         2,214         1,599
SP 83B                                                    3.5                 518         5,139         3,650
IC-2-84                                                   3.5               2,544        27,624        18,967
IC-2-85                                                   3.5               1,324        16,134        13,901
IC-2-86                                                   3.5                 667         9,011         7,009
IC-2-87                                                   3.5                 863        13,110         9,475
IC-2-88                                                   3.5               1,629        27,321        17,893
Reserve Plus Single Payment                            (note a)             2,190        10,855        16,001
Cash Reserve Single Payment                            (note b)                83           350           368
IC-Flexible Savings (formerly Variable Term)           (note d)            58,048       433,770       483,718
IC-Flexible Savings Emp (formerly Variable Term)       (note d)             1,446        14,944        16,805
IC-Investors                                           (note d)               254       261,159       269,421
IC-Special Deposits                                    (note d)                13        17,436        18,111
IC-1-84                                                (note c)               168           905         1,132
Cash Reserve Variable Payment                          (note b)             1,118         2,789         7,304
Cash Reserve Variable Payment-3mo.                     (note e)            44,436       272,413       283,739
IC-Future Value                                        (note f)             7,702        72,326        72,326
IC-Future Value Emp                                    (note f)               169         1,256         1,256
IC-Stock Market                                        (note g)            28,736       335,821       348,355
                                                                       ----------    ----------    ----------
Total                                                                     161,774     1,610,076     1,663,318
                                                                       ----------    ----------    ----------
</TABLE>
<PAGE>
PAGE 36
<TABLE>
<CAPTION>
                                                                                     Additions
                                                                      ---------------------------------------

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)
-----------                                          -------------     ----------   -----------    ----------
<S>                                                                   <C>         <C>             <C>
Fully paid certificates:
Single-payment certificates:
SP 74                                                     3.5                 115             0             0
SP 75                                                     3.5                 778             0             0
SP 76                                                     3.5                 143             0             0
SP 77                                                     3.5                 134             0             0
SP 78                                                     3.5                 169             0             0
SP 79                                                     3.5                 188             0             0
SP 80                                                     3.5                 184             0             0
SP 81A                                                    3.5                 121             0             0
SP 82A                                                    3.5                 175             0             0
SP 82B                                                    3.5                 297             0             0
SP 83A                                                    3.5                  48             0             0
SP 83B                                                    3.5                 109             0             0
IC-2-84                                                   3.5                 544             0             0
IC-2-85                                                   3.5                   0             0           475
IC-2-86                                                   3.5                   0             0           231
IC-2-87                                                   3.5                   0             0           306
IC-2-88                                                   3.5                   0             0           572
Reserve Plus Single Payment                            (note a)                 0             4           421
Cash Reserve Single Payment                            (note b)                 0             0            10
IC-Flexible Savings (formerly Variable Term)           (note d)                 0       195,894        16,098
IC-Flexible Savings Emp (formerly Variable Term)       (note d)                 0         3,570           653
IC-Investors                                           (note d)                 0       407,177        12,512
IC-Special Deposits                                    (note d)                 0        18,014           698
IC-1-84                                                (note c)                 0             0            41
Cash Reserve Variable Payment                          (note b)                 0           695           182
Cash Reserve Variable Payment-3mo.                     (note e)                 0       365,065         8,540
IC-Future Value                                        (note f)                 0       140,424             0
IC-Future Value Emp                                    (note f)                 0         2,559             0
IC-Stock Market                                        (note g)                 0       105,033         8,130
                                                                       ----------   -----------    ----------
Total                                                                       3,005     1,238,435        48,869
                                                                       ----------   -----------    ----------
</TABLE>
<PAGE>
PAGE 37
<TABLE>
<CAPTION>
                                                                                     Deductions
                                                                      ---------------------------------------

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)
-----------                                          -------------     ----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
Fully paid certificates:
Single-payment certificates:
SP 74                                                     3.5                 263           271         1,115
SP 75                                                     3.5                   0         1,322           627
SP 76                                                     3.5                   0           784             0
SP 77                                                     3.5                   0           877             2
SP 78                                                     3.5                   0         1,423            19
SP 79                                                     3.5                   0         1,083            44
SP 80                                                     3.5                   0         1,069            19
SP 81A                                                    3.5                   0         1,036            23
SP 82A                                                    3.5                   0         1,353             0
SP 82B                                                    3.5                   0         3,273            40
SP 83A                                                    3.5                   0           395             0
SP 83B                                                    3.5                   0         1,112             0
IC-2-84                                                   3.5                   0         7,097            50
IC-2-85                                                   3.5                   0         5,193            30
IC-2-86                                                   3.5                   0         2,503             8
IC-2-87                                                   3.5                   0         3,643             0
IC-2-88                                                   3.5                   0         7,229            15
Reserve Plus Single Payment                            (note a)                 0         3,946            13
Cash Reserve Single Payment                            (note b)                 0           118             0
IC-Flexible Savings (formerly Variable Term)           (note d)                 0       201,791             0
IC-Flexible Savings Emp (formerly Variable Term)       (note d)                 0         5,232             0
IC-Investors                                           (note d)                 0       256,100             0
IC-Special Deposits                                    (note d)                 0        23,471             0
IC-1-84                                                (note c)               113           340             0
Cash Reserve Variable Payment                          (note b)                 0         2,666             0
Cash Reserve Variable Payment-3mo.                     (note e)                 0       363,977             0
IC-Future Value                                        (note f)            10,164         6,718             0
IC-Future Value Emp                                    (note f)               122             6             0
IC-Stock Market                                        (note g)                 0       242,936             0
                                                                       ----------    ----------    ----------
Total                                                                      10,662     1,146,964         2,005
                                                                       ----------    ----------    ----------
</TABLE>
<PAGE>
PAGE 38
<TABLE>
<CAPTION>
                                                                            Balance at close of period
                                                                      ---------------------------------------
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
-----------                                          -------------    -----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
Fully paid certificates:
Single-payment certificates:
SP 74                                                      3                  214         2,049         2,041
SP 75                                                     3.5               2,237        22,384        21,880
SP 76                                                     3.5                 482         3,982         3,737
SP 77                                                     3.5                 547         3,832         3,487
SP 78                                                     3.5                 627         4,687         4,125
SP 79                                                     3.5                 765         5,820         4,961
SP 80                                                     3.5                 716         5,870         4,822
SP 81A                                                    3.5                 586         3,948         3,128
SP 82A                                                    3.5                 563         5,696         4,368
SP 82B                                                    3.5               1,011         9,758         7,400
SP 83A                                                    3.5                 187         1,674         1,252
SP 83B                                                    3.5                 389         3,600         2,647
IC-2-84                                                   3.5               1,699        17,391        12,364
IC-2-85                                                   3.5                 894        10,284         9,153
IC-2-86                                                   3.5                 464         5,909         4,729
IC-2-87                                                   3.5                 589         8,168         6,138
IC-2-88                                                   3.5               1,132        16,565        11,221
Reserve Plus Single Payment                               3.5               1,742         8,476        12,467
Cash Reserve Single Payment                            (note a)                71           314           260
IC-Flexible Savings (formerly Variable Term)           (note b)            71,321       449,253       493,919
IC-Flexible Savings Emp (formerly Variable Term)       (note d)             1,536        13,947        15,796
IC-Investors                                           (note d)               448       423,479       433,010
IC-Special Deposits                                    (note d)                13        12,889        13,352
IC-1-84                                                (note d)               116           672           720
Cash Reserve Variable Payment                          (note c)               914         4,382         5,515
Cash Reserve Variable Payment-3mo.                     (note b)            49,507       283,162       293,367
IC-Future Value                                        (note e)            17,531       195,868       195,868
IC-Future Value Emp                                    (note f)               357         3,687         3,687
IC-Stock Market                                        (note g)            42,231       210,664       218,582
                                                                       ----------   -----------   -----------
Total                                                                     198,889     1,738,410     1,793,996
                                                                       ----------   -----------   -----------
</TABLE>
<PAGE>
PAGE 39
<TABLE>
<CAPTION>
                                                                           Balance at beginning of period
                                                                       --------------------------------------
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
-----------                                          -------------     ----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest thereon:
SP 74                                                     3.5             Not           Not             4,064
SP 75                                                     3.5          Applicable    Applicable        25,937
SP 76                                                     3.5                                           4,912
SP 77                                                     3.5                                           4,365
SP 78                                                     3.5                                           5,046
SP 79                                                     3.5                                           5,101
SP 80                                                     3.5                                           4,627
SP 81A                                                    3.5                                           2,684
SP 82A                                                    3.5                                           3,574
SP 82B                                                    3.5                                           6,296
SP 83A                                                    3.5                                             734
SP 83B                                                    3.5                                           1,609
IC-2-84                                                   3.5                                           8,421
IC-2-85                                                   3.5                                             264
IC-2-86                                                   3.5                                             116
IC-2-87                                                   3.5                                             153
IC-2-88                                                   3.5                                             307
Reserve Plus Single Payment                            (note a)                                             0
Cash Reserve Single Payment                            (note b)                                             0
IC-Flexible Savings (formerly Variable Term)           (note d)                                           768
IC-Flexible Savings Emp (formerly Variable Term)       (note d)                                            32
IC-Investors                                           (note d)                                           313
IC-Special Deposits                                    (note d)                                             9
IC-1-84                                                (note c)                                            24
Cash Reserve Variable Payment                          (note b)                                             0
Cash Reserve Variable Payment-3mo.                     (note e)                                           297
IC-Future Value                                        (note f)                                        21,700
IC-Future Value Emp                                    (note f)                                           278
IC-Stock Market                                        (note g)                                         3,029
                                                                                                  -----------
Total                                                                                                 104,660
                                                                                                  -----------
</TABLE>
<PAGE>
PAGE 40
<TABLE>
<CAPTION>
                                                                                     Additions
                                                                      ---------------------------------------

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)
-----------                                          -------------     ----------   -----------    ----------
<S>                                                       <C>                 <C>         <C>             <C>
Additional credits and accrued interest thereon:
SP 74                                                     3.5                 132             0            60
SP 75                                                     3.5                 879             0           429
SP 76                                                     3.5                 162             0           118
SP 77                                                     3.5                 140             0            99
SP 78                                                     3.5                 160             0           117
SP 79                                                     3.5                 164             0           107
SP 80                                                     3.5                 149             0           112
SP 81A                                                    3.5                  81             0            15
SP 82A                                                    3.5                 112             0             5
SP 82B                                                    3.5                 178             0            39
SP 83A                                                    3.5                  22             0             6
SP 83B                                                    3.5                  49             0             8
IC-2-84                                                   3.5                 242             0            52
IC-2-85                                                   3.5                 392             0             0
IC-2-86                                                   3.5                 203             0             0
IC-2-87                                                   3.5                 271             0             0
IC-2-88                                                   3.5                 499             0             0
Reserve Plus Single Payment                            (note a)               422             0             0
Cash Reserve Single Payment                            (note b)                10             0             0
IC-Flexible Savings (formerly Variable Term)           (note d)            19,170             0             0
IC-Flexible Savings Emp (formerly Variable Term)       (note d)               776             0             0
IC-Investors                                           (note d)            14,400             0             0
IC-Special Deposits                                    (note d)               705             0             0
IC-1-84                                                (note c)                32             0            (6)
Cash Reserve Variable Payment                          (note b)               193             0             0
Cash Reserve Variable Payment-3mo.                     (note e)             8,909             0             0
IC-Future Value                                        (note f)             9,184             0             0
IC-Future Value Emp                                    (note f)               172             0             0
IC-Stock Market                                        (note g)             3,389             0             0
                                                                      -----------   -----------    ----------
Total                                                                      61,197             0         1,161
                                                                      -----------   -----------    ----------
</TABLE>
<PAGE>
PAGE 41
<TABLE>
<CAPTION>
                                                                                     Deductions
                                                                      ---------------------------------------

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)
-----------                                          -------------     ----------    ----------    ----------
<S>                                                       <C>                 <C>         <C>           <C>
Additional credits and accrued interest thereon:
SP 74                                                     3.5                 308           299         1,229
SP 75                                                     3.5                   0         1,513           739
SP 76                                                     3.5                   0           919             0
SP 77                                                     3.5                   0           898             2
SP 78                                                     3.5                   0         1,361            16
SP 79                                                     3.5                   0           965            41
SP 80                                                     3.5                   0           938            17
SP 81A                                                    3.5                   0           683            17
SP 82A                                                    3.5                   0           878             0
SP 82B                                                    3.5                   0         2,016            25
SP 83A                                                    3.5                   0           179             0
SP 83B                                                    3.5                   0           497             0
IC-2-84                                                   3.5                   0         3,202            24
IC-2-85                                                   3.5                   0            39           443
IC-2-86                                                   3.5                   0            22           218
IC-2-87                                                   3.5                   0            31           290
IC-2-88                                                   3.5                   0            65           541
Reserve Plus Single Payment                            (note a)                 0             0           422
Cash Reserve Single Payment                            (note b)                 0             0            10
IC-Flexible Savings (formerly Variable Term)           (note d)                 0         2,981        16,110
IC-Flexible Savings Emp (formerly Variable Term)       (note d)                 0           123           653
IC-Investors                                           (note d)                 0         1,223        12,512
IC-Special Deposits                                    (note d)                 0             2           698
IC-1-84                                                (note c)                 0             3            35
Cash Reserve Variable Payment                          (note b)                 0            11           182
Cash Reserve Variable Payment-3mo.                     (note e)                 0           206         8,546
IC-Future Value                                        (note f)             5,254         1,623             0
IC-Future Value Emp                                    (note f)                69             0             0
IC-Stock Market                                        (note g)                 0           887         4,274
                                                                       ----------    ----------    ----------
Total                                                                       5,631        21,564        47,044
                                                                       ----------    ----------    ----------
</TABLE>
<PAGE>
PAGE 42
<TABLE>
<CAPTION>
                                                                            Balance at close of period
                                                                      ---------------------------------------
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
-----------                                          -------------    -----------    ----------    ----------
<S>                                                       <C>         <C>             <C>             <C> 
Additional credits and accrued interest thereon:
SP 74                                                     3.5             Not           Not             2,420
SP 75                                                     3.5          Applicable    Applicable        24,993
SP 76                                                     3.5                                           4,273
SP 77                                                     3.5                                           3,704
SP 78                                                     3.5                                           3,946
SP 79                                                     3.5                                           4,366
SP 80                                                     3.5                                           3,933
SP 81A                                                    3.5                                           2,080
SP 82A                                                    3.5                                           2,813
SP 82B                                                    3.5                                           4,472
SP 83A                                                    3.5                                             583
SP 83B                                                    3.5                                           1,169
IC-2-84                                                   3.5                                           5,489
IC-2-85                                                   3.5                                             174
IC-2-86                                                   3.5                                              79
IC-2-87                                                   3.5                                             103
IC-2-88                                                   3.5                                             200
Reserve Plus Single Payment                            (note a)                                             0
Cash Reserve Single Payment                            (note b)                                             0
IC-Flexible Savings (formerly Variable Term)           (note d)                                           847
IC-Flexible Savings Emp (formerly Variable Term)       (note d)                                            32
IC-Investors                                           (note d)                                           978
IC-Special Deposits                                    (note d)                                            14
IC-1-84                                                (note c)                                            12
Cash Reserve Variable Payment                          (note b)                                             0
Cash Reserve Variable Payment-3mo.                     (note e)                                           454
IC-Future Value                                        (note f)                                        24,007
IC-Future Value Emp                                    (note f)                                           381
IC-Stock Market                                        (note g)                                         1,257
                                                                                                  -----------
Total                                                                                                  92,779
                                                                                                  -----------
</TABLE>
<PAGE>
PAGE 43
<TABLE>
<CAPTION>
                                                                           Balance at beginning of period
                                                                       --------------------------------------
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
-----------                                          -------------     ----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
Accrued for additional credits to be allowed
at next anniversaries:
SP 74                                                                     Not           Not                50
SP 75                                                                  Applicable    Applicable           168
SP 76                                                                                                      76
SP 77                                                                                                      59
SP 78                                                                                                      69
SP 79                                                                                                      57
SP 80                                                                                                      65
SP 81A                                                                                                     10
SP 82A                                                                                                      2
SP 82B                                                                                                     33
SP 83A                                                                                                      4
SP 83B                                                                                                      6
IC-2-84                                                                                                    41
IC-2-85                                                                                                    22
IC-2-86                                                                                                     8
IC-2-87                                                                                                    12
IC-2-88                                                                                                    22
IC-Stock Market                                                                                         5,876
                                                                                                  -----------
Total                                                                                                   6,580
                                                                                                  -----------
</TABLE>
<PAGE>
PAGE 44
<TABLE>
<CAPTION>
                                                                                     Additions
                                                                      ---------------------------------------

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)
-----------                                          -------------     ----------   -----------    ----------
<S>                                                                           <C>             <C>           <C>
Accrued for additional credits to be allowed
at next anniversaries:
SP 74                                                                          16             0             0
SP 75                                                                         267             0             0
SP 76                                                                          66             0             0
SP 77                                                                          53             0             0
SP 78                                                                          61             0             0
SP 79                                                                          58             0             0
SP 80                                                                          61             0             0
SP 81A                                                                         13             0             0
SP 82A                                                                         21             0             0
SP 82B                                                                         11             0             0
SP 83A                                                                          6             0             0
SP 83B                                                                          7             0             0
IC-2-84                                                                        29             0             0
IC-2-85                                                                        23             0             0
IC-2-86                                                                        14             0             0
IC-2-87                                                                        13             0             0
IC-2-88                                                                        25             0             0
IC-Stock Market                                                              (747)            0             0
                                                                      -----------   -----------   -----------
Total                                                                          (3)            0             0
                                                                      -----------   -----------   -----------
</TABLE>
<PAGE>
PAGE 45
<TABLE>
<CAPTION>
                                                                                     Deductions
                                                                      ---------------------------------------

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)
-----------                                          -------------     ----------    ----------    ----------
<S>                                                                             <C>          <C>         <C>
Accrued for additional credits to be allowed
at next anniversaries:
SP 74                                                                           0             0            60
SP 75                                                                           0             0           429
SP 76                                                                           0             0           118
SP 77                                                                           0             0            99
SP 78                                                                           0             0           117
SP 79                                                                           0             0           107
SP 80                                                                           0             0           112
SP 81A                                                                          0             0            15
SP 82A                                                                          0             0             5
SP 82B                                                                          0             0            39
SP 83A                                                                          0             0             6
SP 83B                                                                          0             0             8
IC-2-84                                                                         0             0            52
IC-2-85                                                                         0             0            32
IC-2-86                                                                         0             0            13
IC-2-87                                                                         0             0            16
IC-2-88                                                                         0             0            31
IC-Stock Market                                                                 0             7         3,857
                                                                       ----------    ----------    ----------
Total                                                                           0             7         5,116
                                                                       ----------    ----------    ----------
</TABLE>
<PAGE>
PAGE 46
<TABLE>
<CAPTION>
                                                                            Balance at close of period
                                                                      ---------------------------------------
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
-----------                                          -------------    -----------    ----------    ----------
<S>                                                                   <C>            <C>                  <C>
Accrued for additional credits to be allowed
at next anniversaries:
SP 74                                                                     Not           Not                 6
SP 75                                                                  Applicable    Applicable             6
SP 76                                                                                                      24
SP 77                                                                                                      13
SP 78                                                                                                      13
SP 79                                                                                                       8
SP 80                                                                                                      14
SP 81A                                                                                                      8
SP 82A                                                                                                     18
SP 82B                                                                                                      5
SP 83A                                                                                                      4
SP 83B                                                                                                      5
IC-2-84                                                                                                    18
IC-2-85                                                                                                    13
IC-2-86                                                                                                     9
IC-2-87                                                                                                     9
IC-2-88                                                                                                    16
IC-Stock Market                                                                                         1,265
                                                                                                   ----------
Total                                                                                                   1,454
                                                                                                   ----------
</TABLE>
<PAGE>
PAGE 47
<TABLE>
<CAPTION>
                                                                           Balance at beginning of period
                                                                       --------------------------------------
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
-----------                                          -------------     ----------    ----------    ----------
<S>                                                     <C>                 <C>           <C>           <C>
R Series Single-Payment certificates:
R-76                                                      3.5                  36           515           375
R-77                                                      3.5                 134         1,524         1,064
R-78                                                      3.5                 198         2,588         1,672
R-79                                                      3.5                 289         4,598         2,904
R-80                                                      3.5                 393         5,413         3,213
R-81                                                      3.5                 156         2,948         1,551
R-82A                                                     3.5                 669         6,558         3,091
RP-Q                                                   (note a)             1,508         2,988         5,972
R-II                                                      3.5                 518         6,385         2,298
RP-84                                                     3.5               1,776        27,934         9,514
RP-85                                                     3.5                 545         3,749         3,221
RP-86                                                     3.5                 170         1,768         1,401
RP-87                                                     3.5                 369         2,946         2,126
RP-88                                                     3.5                 506         5,928         3,901
Cash Reserve RP                                        (note b)                41           149           238
IC-Flexible Savings RP                                 (note d)            15,573       114,291       133,085
Cash Reserve RP-3 mo.                                  (note e)             3,878        43,969        45,447
IC-Flexible Savings RP Emp                             (note d)               470         5,174         6,190
RP-Future Value                                        (note f)             7,307        90,285        90,285
RP-Future Value Emp                                    (note f)               218         2,435         2,435
RP-Stock Market                                        (note g)             6,297        51,313        54,446
D-1                                                    (note a)               239        83,696        88,376
                                                                       ----------    ----------    ----------
Total                                                                      41,290       467,154       462,805
                                                                       ----------    ----------    ----------
</TABLE>
<PAGE>
PAGE 48
<TABLE>
<CAPTION>
                                                                                     Additions
                                                                      ---------------------------------------

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)
-----------                                          -------------     ----------   -----------    ----------
<S>                                                                   <C>         <C>             <C>
R Series Single-Payment certificates:
R-76                                                      3.5                   0             0            18
R-77                                                      3.5                   0             0            45
R-78                                                      3.5                   0             0            80
R-79                                                      3.5                   0             0           123
R-80                                                      3.5                   0             0           147
R-81                                                      3.5                   0             0            55
R-82A                                                     3.5                   0             0           115
RP-Q                                                   (note a)                 0             0           156
R-II                                                      3.5                   0             0            84
RP-84                                                     3.5                   0             0           323
RP-85                                                     3.5                   0             0           104
RP-86                                                     3.5                   0             0            41
RP-87                                                     3.5                   0             0            73
RP-88                                                     3.5                   0             0           146
Cash Reserve RP                                        (note b)                 0             4             6
IC-Flexible Savings RP (formally Variable Term RP)     (note d)                 0        38,442         4,622
Cash Reserve RP-3 mo.                                  (note e)                 0        85,337         1,370
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)                 0           676           258
RP-Future Value                                        (note f)                 0        84,138             0
RP-Future Value Emp                                    (note f)                 0         2,507             0
RP-Stock Market                                        (note g)                 0        17,404         1,412
D-1                                                    (note a)                 0        36,445         4,135
                                                                      -----------   -----------    ----------
Total                                                                           0       264,953        13,313
                                                                      -----------   -----------    ----------
</TABLE>
<PAGE>
PAGE 49
<TABLE>
<CAPTION>
                                                                                     Deductions
                                                                      ---------------------------------------

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)
-----------                                          -------------     ----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
R Series Single-Payment certificates:
R-76                                                      3.5                   0           133             0
R-77                                                      3.5                   0           392             0
R-78                                                      3.5                   0           538             0
R-79                                                      3.5                   0         1,332             0
R-80                                                      3.5                   0           848             0
R-81                                                      3.5                   0           624             7
R-82A                                                     3.5                   0         1,444            10
RP-Q                                                   (note a)                 0         1,509            14
R-II                                                      3.5                   0           970             0
RP-84                                                     3.5                   0         4,204             0
RP-85                                                     3.5                   0         1,424             0
RP-86                                                     3.5                   0           626             0
RP-87                                                     3.5                   0           983             0
RP-88                                                     3.5                   0         1,855             0
Cash Reserve RP                                        (note b)                 0            86             0
IC-Flexible Savings RP (formally Variable Term RP)     (note d)                 0        49,612             0
Cash Reserve RP-3 mo.                                  (note e)                 0        86,097             0
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)                 0         2,398             0
RP-Future Value                                        (note f)            19,080         3,645             0
RP-Future Value Emp                                    (note f)               819            66             0
RP-Stock Market                                        (note g)                 0        28,351             0
D-1                                                    (note a)                24        48,334             0
                                                                       ----------    ----------    ----------
Total                                                                      19,923       235,471            31
                                                                       ----------    ----------    ----------
</TABLE>
<PAGE>
PAGE 50
<TABLE>
<CAPTION>
                                                                            Balance at close of period
                                                                      ---------------------------------------
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
-----------                                          -------------    -----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
R Series Single-Payment certificates:
R-76                                                      3.5                  25           342           260
R-77                                                      3.5                  90           985           717
R-78                                                      3.5                 147         1,799         1,214
R-79                                                      3.5                 206         2,558         1,695
R-80                                                      3.5                 280         4,035         2,512
R-81                                                      3.5                 101         1,793           975
R-82A                                                     3.5                 432         3,599         1,752
RP-Q                                                   (note a)             1,153         2,239         4,605
R-II                                                      3.5                 339         3,810         1,412
RP-84                                                     3.5               1,145        16,007         5,633
RP-85                                                     3.5                 360         2,144         1,901
RP-86                                                     3.5                 119           991           816
RP-87                                                     3.5                 243         1,638         1,216
RP-88                                                     3.5                 337         3,225         2,192
Cash Reserve RP                                        (note b)                26           100           162
IC-Flexible Savings RP (formally Variable Term RP)     (note d)            15,243       110,945       126,537
Cash Reserve RP-3 mo.                                  (note e)             4,326        44,875        46,057
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)               388         4,039         4,726
RP-Future Value                                        (note f)            10,195       151,698       151,698
RP-Future Value Emp                                    (note f)               243         4,057         4,057
RP-Stock Market                                        (note g)             7,189        42,519        44,911
D-1                                                    (note a)               227        73,435        80,598
                                                                       ----------    ----------    ----------
Total                                                                      42,814       476,833       485,646
                                                                       ----------    ----------    ----------
</TABLE>
<PAGE>
PAGE 51
<TABLE>
<CAPTION>
                                                                           Balance at beginning of period
                                                                       --------------------------------------
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
-----------                                          -------------     ----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
  Additional Interest on R-Series Single
    Payment Reserves:
R-76                                                      3.5             Not           Not                15
R-77                                                      3.5          Applicable    Applicable            22
R-78                                                      3.5                                              54
R-79                                                      3.5                                              82
R-80                                                      3.5                                              95
R-81                                                      3.5                                              30
R-82A                                                     3.5                                              95
RP-Q                                                   (note a)                                             0
R-II                                                      3.5                                              56
RP-84                                                     3.5                                             209
RP-85                                                     3.5                                              73
RP-86                                                     3.5                                              23
RP-87                                                     3.5                                              45
RP-88                                                     3.5                                              85
Cash Reserve RP                                        (note b)                                             0
IC-Flexible Savings RP (formally Variable Term RP)     (note d)                                           227
Cash Reserve RP-3 mo.                                  (note e)                                            54
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)                                            12
RP-Future Value                                        (note f)                                        32,312
RP-Future Value Emp                                    (note f)                                           995
RP-Stock Market                                        (note g)                                         1,402
D-1                                                    (note a)                                             0
                                                                                                  -----------
Total                                                                                                  35,886
                                                                                                  -----------
                                                                                                  -----------
Total single payment                                                                                2,273,249
                                                                                                  -----------
Paid-up certificates:
Series 15 and 20                                         3.25                 131         1,436         1,356
  "    15A and 22A                                        3.5               2,277        16,510        14,632
  "    I-76                                               3.5                 866         4,379         2,515
                                                                      -----------   -----------   -----------
Total                                                                       3,274        22,325        18,503
                                                                      -----------   -----------   -----------
</TABLE>
<PAGE>
PAGE 52
<TABLE>
<CAPTION>
                                                                                     Additions
                                                                      ---------------------------------------

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)
-----------                                          -------------     ----------   -----------    ----------
<S>                                                                   <C>         <C>             <C>
  Additional Interest on R-Series Single
    Payment Reserves:
R-76                                                      3.5                  11             0             0
R-77                                                      3.5                  41             0             0
R-78                                                      3.5                  65             0             0
R-79                                                      3.5                  94             0             0
R-80                                                      3.5                 125             0             0
R-81                                                      3.5                  49             0             0
R-82A                                                     3.5                  84             0             0
RP-Q                                                   (note a)               156             0             0
R-II                                                      3.5                  68             0             0
RP-84                                                     3.5                 264             0             0
RP-85                                                     3.5                  95             0             0
RP-86                                                     3.5                  44             0             0
RP-87                                                     3.5                  64             0             0
RP-88                                                     3.5                 115             0             0
Cash Reserve RP                                        (note b)                 6             0             0
IC-Flexible Savings RP (formally Variable Term RP)     (note d)             5,115             0             0
Cash Reserve RP-3 mo.                                  (note e)             1,418             0             0
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)               286             0             0
RP-Future Value                                        (note f)            10,089             0             0
RP-Future Value Emp                                    (note f)               321             0             0
RP-Stock Market                                        (note g)               555             0             0
D-1                                                    (note a)             4,565             0             0
                                                                      -----------   -----------   -----------
Total                                                                      23,630             0             0
                                                                      -----------   -----------   -----------
                                                                       ----------   -----------    ----------
Total single payment                                                       87,829     1,503,388        63,343
                                                                       ----------   -----------    ----------
Paid-up certificates:
Series 15 and 20                                         3.25                  37             0           134
  "    15A and 22A                                        3.5                 477             0         2,755
  "    I-76                                               3.5                  87             0           418
                                                                      -----------   -----------    ----------
Total                                                                         601             0         3,307
                                                                      -----------   -----------    ----------
</TABLE>
<PAGE>
PAGE 53
<TABLE>
<CAPTION>
                                                                                     Deductions
                                                                      ---------------------------------------

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)
-----------                                          -------------     ----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
  Additional Interest on R-Series Single
    Payment Reserves:
R-76                                                      3.5                   0             1            18
R-77                                                      3.5                   0             4            45
R-78                                                      3.5                   0             5            80
R-79                                                      3.5                   0            17           123
R-80                                                      3.5                   0            11           147
R-81                                                      3.5                   0             6            55
R-82A                                                     3.5                   0            12           115
RP-Q                                                   (note a)                 0             0           156
R-II                                                      3.5                   0             7            84
RP-84                                                     3.5                   0            30           323
RP-85                                                     3.5                   0            20           104
RP-86                                                     3.5                   0            11            41
RP-87                                                     3.5                   0            10            73
RP-88                                                     3.5                   0             9           146
Cash Reserve RP                                        (note b)                 0             0             6
IC-Flexible Savings RP (formally Variable Term RP)     (note d)                 0           500         4,622
Cash Reserve RP-3 mo.                                  (note e)                 0            28         1,370
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)                 0            31           258
RP-Future Value                                        (note f)             9,884         1,030             0
RP-Future Value Emp                                    (note f)               489             3             0
RP-Stock Market                                        (note g)                 0            19         1,412
D-1                                                    (note a)                 0           430         4,135
                                                                       ----------    ----------    ----------
Total                                                                      10,373         2,184        13,313
                                                                       ----------    ----------    ----------
                                                                       ----------    ----------    ----------
Total single payment                                                       46,589     1,406,190        67,509
                                                                       ----------    ----------    ----------
Paid-up certificates:
Series 15 and 20                                         3.25                 147           112           263
  "    15A and 22A                                        3.5               1,139         1,683         2,164
  "    I-76                                               3.5                   0           504            32
                                                                       ----------    ----------    ----------
Total                                                                       1,286         2,299         2,459
                                                                       ----------    ----------    ----------
</TABLE>
<PAGE>
PAGE 54
<TABLE>
<CAPTION>
                                                                            Balance at close of period
                                                                      ---------------------------------------
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
-----------                                          -------------    -----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
  Additional Interest on R-Series Single
    Payment Reserves:
R-76                                                      3.5             Not           Not                 7
R-77                                                      3.5          Applicable    Applicable            14
R-78                                                      3.5                                              34
R-79                                                      3.5                                              36
R-80                                                      3.5                                              62
R-81                                                      3.5                                              18
R-82A                                                     3.5                                              52
RP-Q                                                   (note a)                                             0
R-II                                                      3.5                                              33
RP-84                                                     3.5                                             120
RP-85                                                     3.5                                              44
RP-86                                                     3.5                                              15
RP-87                                                     3.5                                              26
RP-88                                                     3.5                                              45
Cash Reserve RP                                        (note b)                                             0
IC-Flexible Savings RP (formally Variable Term RP)     (note d)                                           220
Cash Reserve RP-3 mo.                                  (note e)                                            74
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)                                             9
RP-Future Value                                        (note f)                                        31,487
RP-Future Value Emp                                    (note f)                                           824
RP-Stock Market                                        (note g)                                           526
D-1                                                    (note a)                                             0
                                                                                                  -----------
Total                                                                                                  33,646
                                                                                                  -----------
                                                                                                   ----------
Total single payment                                                                                2,407,521
                                                                                                   ----------
Paid-up certificates:
Series 15 and 20                                         3.25                  91         1,060         1,005
  "    15A and 22A                                        3.5               1,869        14,488        12,878
  "    I-76                                               3.5                 812         4,181         2,484
                                                                       ----------    ----------    ----------
Total                                                                       2,772        19,729        16,367
                                                                       ----------    ----------    ----------
</TABLE>
<PAGE>
PAGE 55
<TABLE>
<CAPTION>
                                                                           Balance at beginning of period
                                                                       --------------------------------------
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
-----------                                          -------------     ----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest thereon:
Series 15 and 20                                          2.5             Not           Not                67
  "    15A and 22A                                         3           Applicable    Applicable           813
  "    Series I-76                                        3.5                                             177
                                                                                                  -----------
Total                                                                                                   1,057
                                                                                                  -----------
Accrued for additional credits to be allowed
at next anniversaries                                                                                      62
                                                                      -----------   -----------   -----------
Total paid-up                                                               3,274        22,325        19,622
                                                                      -----------   -----------   -----------
Optional settlement certificates:
Series 1, IST&G                                            3                   19                          27
Other series and conversions from Single
Payment certificates                                  2.5-3-3-3.5           9,952                      88,690
Series R-76 thru R-82A                                     3                  116                         693
Series R-II & RP-2-84 thru 88                             3.5                 113                       2,299
Reserve Plus Single-Payment                            (note a)               401                       4,037
Reserve Plus Flex-Pay & IC-Q-Inst                      (note a)                28                         159
Series R-Installment                                   (note a)               153                       1,035
Series R-Single-Payment                                (note a)                80                         274
Additional credits and accrued interest thereon          2.5-3            Not           Not            13,080
Additional credits and accrued int. thereon-IST&G        2.5-3         Applicable    Applicable             2
Accrued for additional credits to be allowed
at next anniversaries                                                                                     682
Accrued for additional credits to be allowed
at next anniversaries-R-76 thru R-82A & R-II                                                                7
Accrued for additional credits to be allowed
at next anniversaries-IST&G                                                                                 0
                                                                      -----------                 -----------
Total optional settlement                                                  10,862                     110,985
                                                                      -----------                 -----------
                                                                                        Not
Due to unlocated certificate holders                                                 Applicable           394
                                                                                                  -----------

Total certificate reserves                                                                          2,777,451
                                                                                                  ===========
</TABLE>
<PAGE>
PAGE 56
<TABLE>
<CAPTION>
                                                                                     Additions
                                                                      ---------------------------------------

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)
-----------                                          -------------     ----------   -----------    ----------
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest thereon:
Series 15 and 20                                          2.5                   2             0             9
  "    15A and 22A                                         3                   22             0            73
  "    Series I-76                                        3.5                   6             0            17
                                                                      -----------   -----------    ----------
Total                                                                          30             0            99
                                                                      -----------   -----------    ----------
Accrued for additional credits to be allowed
at next anniversaries                                                          38             0             0
                                                                      -----------   -----------    ----------
Total paid-up                                                                 669             0         3,406
                                                                      -----------   -----------    ----------
Optional settlement certificates:
Series 1, IST&G                                            3                    0             0             0
Other series and conversions from Single
Payment certificates                                  2.5-3-3-3.5           2,435             0        11,003
Series R-76 thru R-82A                                     3                   15             0            26
Series R-II & RP-2-84 thru 88                             3.5                  72             0             2
Reserve Plus Single-Payment                            (note a)               103             0            13
Reserve Plus Flex-Pay & IC-Q-Inst                      (note a)                 4             0            23
Series R-Installment                                   (note a)                26             0            98
Series R-Single-Payment                                (note a)                 7             0            14
Additional credits and accrued interest thereon          2.5-3                336             0         1,317
Additional credits and accrued int. thereon-IST&G        2.5-3                  0             0             1
Accrued for additional credits to be allowed
at next anniversaries                                                         937             0             0
Accrued for additional credits to be allowed
at next anniversaries-R-76 thru R-82A & R-II                                    9             0             0
Accrued for additional credits to be allowed
at next anniversaries-IST&G                                                     1             0             0
                                                                      -----------   -----------    ----------
Total optional settlement                                                   3,945             0        12,497
                                                                      -----------   -----------    ----------
                                                                                        Not
Due to unlocated certificate holders                                                 Applicable           161
                                                                       ----------   -----------    ----------

Total certificate reserves                                                107,857     1,613,820        91,002
                                                                      ===========   ===========   ===========
Provision for certificate reserves and additional
  credits per Statement of Operations                                     108,394
Provision for reconversion applied against reserve
  recoveries from terminations prior to maturity in
  Statement of Operations                                                       3
Income (loss) from purchased and written call options
  included in provision for certificate reserves
  in Statement of Operations                                                 (540)
                                                                      -----------
                                                                          107,857
                                                                      ===========
</TABLE>
<PAGE>
PAGE 57
<TABLE>
<CAPTION>
                                                                                     Deductions
                                                                      ---------------------------------------

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)
-----------                                          -------------     ----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest thereon:
Series 15 and 20                                          2.5                  16             3            13
  "    15A and 22A                                         3                   86            68            82
  "    Series I-76                                        3.5                   0            21             0
                                                                       ----------    ----------    ----------
Total                                                                         102            92            95
                                                                       ----------    ----------    ----------
Accrued for additional credits to be allowed
at next anniversaries                                                           0             0            99
                                                                       ----------    ----------    ----------
Total paid-up                                                               1,388         2,391         2,653
                                                                       ----------    ----------    ----------
Optional settlement certificates:
Series 1, IST&G                                            3                    2            11             0
Other series and conversions from Single
Payment certificates                                  2.5-3-3-3.5           6,164         9,958             0
Series R-76 thru R-82A                                     3                  133           198             0
Series R-II & RP-2-84 thru 88                             3.5                 206           272             0
Reserve Plus Single-Payment                            (note a)               127         1,199             0
Reserve Plus Flex-Pay & IC-Q-Inst                      (note a)                17            46             0
Series R-Installment                                   (note a)               158           298             0
Series R-Single-Payment                                (note a)                65            38             0
Additional credits and accrued interest thereon          2.5-3                704           714           592
Additional credits and accrued int. thereon-IST&G        2.5-3                  0             3             0
Accrued for additional credits to be allowed
at next anniversaries                                                          10             0         1,320
Accrued for additional credits to be allowed
at next anniversaries-R-76 thru R-82A & R-II                                    2             0            11
Accrued for additional credits to be allowed
at next anniversaries-IST&G                                                     0             0             1
                                                                       ----------    ----------    ----------
Total optional settlement                                                   7,588        12,737         1,924
                                                                       ----------    ----------    ----------
                                                                          Not
Due to unlocated certificate holders                                   Applicable                         214
                                                                       ----------    ----------    ----------

Total certificate reserves                                                 65,998     1,545,640        91,087
                                                                      ===========   ===========   ===========
</TABLE>
<PAGE>
PAGE 58
<TABLE>
<CAPTION>
                                                                            Balance at close of period
                                                                      ---------------------------------------
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
-----------                                          -------------    -----------    ----------    ----------
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest thereon:
Series 15 and 20                                          2.5             Not           Not                46
  "    15A and 22A                                         3           Applicable    Applicable           672
  "    Series I-76                                        3.5                                             179
                                                                                                   ----------
Total                                                                                                     897
                                                                                                   ----------
Accrued for additional credits to be allowed
at next anniversaries                                                                                       1
                                                                       ----------    ----------    ----------
Total paid-up                                                               2,772        19,729        17,265
                                                                       ----------    ----------    ----------
Optional settlement certificates:
Series 1, IST&G                                            3                   16                          14
Other series and conversions from Single
Payment certificates                                  2.5-3-3-3.5           9,221                      86,006
Series R-76 thru R-82A                                     3                  100                         403
Series R-II & RP-2-84 thru 88                             3.5                  86                       1,895
Reserve Plus Single-Payment                            (note a)               300                       2,827
Reserve Plus Flex-Pay & IC-Q-Inst                      (note a)                23                         123
Series R-Installment                                   (note a)               126                         703
Series R-Single-Payment                                (note a)                63                         192
Additional credits and accrued interest thereon          2.5-3            Not           Not            12,723
Additional credits and accrued int. thereon-IST&G        2.5-3         Applicable    Applicable             0
Accrued for additional credits to be allowed
at next anniversaries                                                                                     289
Accrued for additional credits to be allowed
at next anniversaries-R-76 thru R-82A & R-II                                                                3
Accrued for additional credits to be allowed
at next anniversaries-IST&G                                                                                 0
                                                                       ----------                  ----------
Total optional settlement                                                   9,935                     105,178
                                                                       ----------                  ----------
                                                                                        Not
Due to unlocated certificate holders                                                 Applicable           341
                                                                                                   ----------

Total certificate reserves                                                                          2,887,405
                                                                                                   ==========

<PAGE>
PAGE 59


Notes:

  (a)  On these series of certificates, there is no minimum rate of accrual of interest.
       Interest is declared for a quarter or quarters by IDSC and credited to the reserves
       maintained at the end of each calendar quarter.

  (b)  On these series of certificates, there is no minimum rate of accrual of interest.
       Interest is declared for a quarter or quarters by IDSC and credited to the reserves
       maintained or paid in cash at the end of each calendar month.

  (c)  On these series of certificates, there is no minimum rate of accrual of interest.
       Interest is declared by IDSC for the first four certificate quarters, then
       annually thereafter, and credited to the reserves maintained at the end of each
       certificate year.

  (d)  On this series of certificates, there is no minimum rate of accrual of interest.
       Interest is declared for the term selected and credited to the reserves maintained
       or paid in cash at the end of each certificate month.

  (e)  On this series of certificates, there is no minimum rate of accrual of interest.
       Interest is declared by IDSC for a three-month term and credited to the reserves
       maintained or paid in cash at the end of each certificate month.

  (f)  On this series of certificates, there is no minimum rate of accrual of interest.
       Interest is declared by IDSC for a four, five, six, seven, eight, nine or ten
       year maturity and credited to the reserves maintained at maturity.

  (g)  On this series of certificates, the certificate holder may elect to receive
       minimum interest only or minimum interest plus participation interest.  Minimum
       interest is declared by IDSC for a twelve-month term and is credited to the
       reserves maintained at the end of each certificate term.  Participation interest is
       determined at the end of each certificate term by multiplying the market
       participation rate in effect at the beginning of the certificate term for
       each certificate times any total percentage appreciation in a broad stock
       market indicator subject to specified maximums.  Participation interest is
       credited to the reserves maintained at the end of each certificate term.
/TABLE
<PAGE>
PAGE 60
<TABLE>
<CAPTION>
Part 2 - Description of Additions to Reserves Charged to Other
Accounts and Deductions from Reserves Credited to Other Accounts

Year ended December 31, 1994
($ in thousands)



                                  Additions to reserves charged to other accounts
                                ------------------------------------------------------
                                                              Transfers of
                                                              maturities to
                                Reconversions                   extended
                                  of paid-up                   maturities-
                                 certificate                   charged to
                                   charged       Charged       reserves to
                                  to paid-up        to        mature, addi-
                                 reserves and    advance     tional credits/
                                 reserve for     payments     interest and
                                reconversions    reserve    advance payments    Total
                                -------------    --------   ----------------   -------
<S>                             <C>             <C>         <C>               <C>
Reserves to mature installment
certificates:
Series 15, including extended
maturities                                  0           0                  0         0
Series 20, including extended
maturities                                  8          17                  0        25
Series 15A, including extended
maturities                                  0          17                 29        46
Series 22A, including extended
maturities                                286         434              2,184     2,904
Series I-76                                25          38                  0        63
Series Reserve Plus Flexible
Payment                                     0           0                100       100
Series IC-Q-Installment                     0           0                205       205
Series IC-Q-Ins                             0           0              4,760     4,760
Series IC-Q-Ins Emp                         0           0                 34        34
Series IC-1                                 0           0              1,811     1,811
Series IC-1 Emp                             0           0                 18        18
Series RP-Q-Installment                     0           0                179       179
Series RP-Q-Flexible Payment                0           0                 40        40
Series RP-Q-Ins                             0           0                182       182
Series RP-Q-Ins Emp                         0           0                  1         1
Series RP-1                                 0           0                 37        37
                                 ------------   ---------    ---------------  --------
Total                                     319         506              9,580    10,405
                                =============   =========    ===============  ========
</TABLE>
<PAGE>
PAGE 61
<TABLE>
<CAPTION>
Part 2 - Description of Additions to Reserves Charged to Other
Accounts and Deductions from Reserves Credited to Other Accounts

Year ended December 31, 1994
($ in thousands)



                                Deductions from reserves credited to other accounts
                                ----------------------------------------------------
                                                Conversions
                                                to optional    Maturities
                                                settlement     transferred
                                Conversions    certificates-   to extended
                                 to paid-up      credited      maturities-
                                certificates-   to optional   credited to
                                  credited      settlement     reserves to
                                 to paid-up    reserves and      mature-
                                 surrender       surrender      extended
                                   income         income       maturities     Total
                                -----------    ------------    -----------    ------
<S>                             <C>            <C>            <C>            <C>
Reserves to mature installment
certificates:
Series 15, including extended
maturities                                0               0              0         0
Series 20, including extended
maturities                              108             887              0       995
Series 15A, including extended
maturities                              122             257             29       408
Series 22A, including extended
maturities                            2,169           2,114          2,184     6,467
Series I-76                             340               0              0       340
Series Reserve Plus Flexible
Payment                                   0              15              0        15
Series IC-Q-Installment                   0               8              0         8
Series IC-Q-Ins                           0               0              0         0
Series IC-Q-Ins Emp                       0               0              0         0
Series IC-1                               0               0              0         0
Series IC-1 Emp                           0               0              0         0
Series RP-Q-Installment                   0               0              0         0
Series RP-Q-Flexible Payment              0               0              0         0
Series RP-Q-Ins                           0              98              0        98
Series RP-Q-Ins Emp                       0               0              0         0
Series RP-1                               0               0              0         0
                                -----------    ------------    -----------   -------
Total                                 2,739           3,379          2,213     8,331
                                ===========    ============   ============   =======
</TABLE>
<PAGE>
PAGE 62
<TABLE>
<CAPTION>
Part 2 - Description of Additions to Reserves Charged to Other
Accounts and Deductions from Reserves Credited to Other Accounts

Year ended December 31, 1994
($ in thousands)


                                      Additions to reserves charged to other accounts
                                 ---------------------------------------------------------

                                                   Additions      Additions to
                                                   to advance      reserves to
                                 Reconversions     payments-     mature-extended
                                   of paid-up      charged to       maturities
Payments made in advance         certificates-      default         charged to
  of current certificate          charged to        interest       reserves to
  year requirements and             paid-up         on late        mature from
  accrued interest thereon:         reserves        payments         maturity        Total
                                 -------------     ----------    ---------------     -----
<S>                              <C>              <C>            <C>                <C>
Series 15, including extended
maturities                                   0              0                  0         0
Series 20, including extended
maturities                                   2              0                  0         2
Series 15A, including extended
maturities                                   0              0                  7         7
Series 22A, including extended
maturities                                  18              0                 77        95
Series I-76                                  0              2                  0         2
Series Reserve Plus Flexible
Payment                                      0              0                  0         0
Series IC-Q-Installment                      0              0                  0         0
Series IC-Q-Ins                              0              0                  0         0
Series IC-Q-Ins Emp                          0              0                  0         0
Series IC-1                                  0              0                  0         0
Series IC-1 Emp                              0              0                  0         0
Series RP-Q-Installment                      0              0                  0         0
Series RP-Q-Flexible Payment                 0              0                  0         0
Series RP-Q-Ins                              0              0                  0         0
Series RP-Q-Ins Emp                          0              0                  0         0
Series RP-1                                  0              0                  0         0
                                 -------------     ----------    ---------------    ------
Total                                       20              2                 84       106
                                 =============    ===========    ===============    ======
</TABLE>
<PAGE>
PAGE 63
<TABLE>
<CAPTION>
Part 2 - Description of Additions to Reserves Charged to Other
Accounts and Deductions from Reserves Credited to Other Accounts

Year ended December 31, 1994
($ in thousands)


                                           Deductions from reserves credited to other accounts
                                 -----------------------------------------------------------------------
                                                                  Maturities
                                                  Conversions     transferred
                                   Applied to     to optional     to extended
                                 certificates-     settlement     maturities-     Conversions
                                  credited to    certificates-    credited to     to paid-up
Payments made in advance          reserves to       credited       reserves      certificates-
  of current certificate            mature,       to optional     to mature-      credited to
  year requirements and             loading        settlement      extended         paid-up
  accrued interest thereon:      and insurance      reserves      maturities       reserves        Total
                                 -------------   -------------    -----------    -------------     -----
<S>                              <C>             <C>             <C>            <C>               <C>
Series 15, including extended
maturities                                   0               0              0                0         0
Series 20, including extended
maturities                                  17              31              0                1        49
Series 15A, including extended
maturities                                  17               6              7                0        30
Series 22A, including extended
maturities                                 435              98             77                1       611
Series I-76                                 38               0              0                0        38
Series Reserve Plus Flexible
Payment                                      0               0              0                0         0
Series IC-Q-Installment                      0               0              0                0         0
Series IC-Q-Ins                              0               0              0                0         0
Series IC-Q-Ins Emp                          0               0              0                0         0
Series IC-1                                  0               0              0                0         0
Series IC-1 Emp                              0               0              0                0         0
Series RP-Q-Installment                      0               0              0                0         0
Series RP-Q-Flexible Payment                 0               0              0                0         0
Series RP-Q-Ins                              0               0              0                0         0
Series RP-Q-Ins Emp                          0               0              0                0         0
Series RP-1                                  0               0              0                0         0
                                 -------------   -------------    -----------    -------------    ------
Total                                      507             135             84                2       728
                                 =============   =============    ===========    =============    ======

<PAGE>
PAGE 64
Certificate Reserves
($ in thousands)

Part 2 - Descriptions of Additions to Reserves Charged to Other
Accounts and Deductions from Reserves Credited to Other Accounts

Additional credits on installment certificates and
  accrued interest thereon:
    Other additions are classified as follows:
      Transfers from accruals for additional
        credits to be allowed at next anniversaries       $   519
      Reconversions of paid-up certificates-
        charged to paid-up reserves                            61
      Transfers from maturities to extended maturities        504
                                                           ------
      Total                                                 1,084
                                                           ======
    Other deductions are classified as follows:
      Transfers to reserves on a quarterly basis for
        Reserve Plus Flexible-Payment, IC-Q-Installment
        and R-Flexible-Payment                            $ 7,371
      Conversions to optional settlement certificates-
        credited to optional settlement reserves              763
      Conversions to paid-up certificates-credited to
        paid-up reserve                                       562
      Transfers to extended maturities at maturity            504
                                                           ------
      Total                                                 9,200
                                                           ======
Accrual for additional credits to be allowed on install-
  ment certificates at next anniversaries:
    Other deductions of $519 represent transfers to
      reserves for additional credits on installment
      certificates.

Reserve for death and disability refund options:
    Other deductions of $-0- represent payments, in excess
      of installment reserves, made to certificate holders
      who exercised the death and disability refund options.

Reserve for reconversions of paid-up certificates:
    The amount of $3 shown as charged to profit and loss has been
      deducted from reserve recoveries in the accompanying Statement
      of Operations.

    Other deductions of $1 represent amounts credited to installment
      certificate reserves to mature, on reconversions of paid-up
      certificates.
<PAGE>
PAGE 65
Certificate Reserves
($ in thousands)

Part 2 - Descriptions of Additions to Reserves Charged to Other
Accounts and Deductions from Reserves Credited to Other Accounts

Paid-up certificates:
  Other additions of $3,406 represent $3,307 conversions from
    installment certificates (charges to installment reserves
    less surrender charges) and $99 transferred from accruals
    for additional credits to be allowed at next anniversaries.

  Other deductions of $2,653 represent $402 transfers credited to
    installment reserves on reconversions to installment certifi-
    cates, $99 transferred for accruals for additional credits and
    accrued interest thereon and $2,152 transferred to settlement options.

Default interest on installment certificates:
  Other additions of $0 represent reconversion of paid-up certificates
    charged to paid-up reserves.

  Other deductions of $8 represent $6 conversion to paid-up
    certificates - credited to paid-up reserves, and $2 transferred
    to advance payments as late payments are credited to certificates.

Optional settlement certificates:
  Other additions of $12,497 represent $9,027 transferred from
    installment certificate reserves (less surrender charges),
    Single-Payment and Series D certificate reserves upon election of
    optional settlement privileges, $2,152 transferred from paid-up
    certificate reserve and $1,318 transferred from accruals for
    additional credits to be allowed at next anniversaries.

  Other deductions of $1,924 represent $1,321 transferred to reserves
    for additional credits and accrued interest thereon, and $603
    transferred to optional settlement reserves.

Single-Payment certificates:
  Other additions of $63,343 represent $1,161 transferred from
    accruals for additional credits to be allowed at next anniversaries
    and transferred from accruals on a quarterly basis on Reserve Plus
    Single-Payment $421, R82-B $156,  Cash Reserve Single-Payment
    $10, Cash Reserve $182, Cash Reserve 3mo. $8,540, Cash Reserve-
    RP $6, Cash Reserve-RP-3mo. $1,370, Flexible Savings $16,098, Flexible
    Savings Emp $653, Flexible Savings-RP $4,622, Flexible Savings-RP
    Emp $258, Investors $12,512, Stock Market $4,087, AEBI Stock Market
    $4,043, Stock Market RP $1,412 and Special Deposits $698 and $7,114
    transferred from accruals at anniversaries and maintained in a separate
    reserve account.
<PAGE>
PAGE 66
Certificate Reserves
($ in thousands)

Part 2 - Descriptions of Additions to Reserves Charged to Other
Accounts and Deductions from Reserves Credited to Other Accounts

  Other deductions of $67,509 represent $4,115 Single-Payment
    and $31 Series D and R Single-Payment transferred to optional
    settlement reserves, $7,114 transferred to reserves for additional
    credits and accrued interest thereon, $1,161 transferred to a separate
    reserve account from the accrual account and transferred to reserves on
    a quarterly basis for Reserve Plus Single-Payment $421, R82-B $156,
    Cash Reserve Single-Pay $10, Cash Reserve $182, Cash Reserve-3 $8,540,
    Cash Reserve-Qualified $6, Cash Reserve-Qualified-3 $1,370, Flexible
    Savings $16,098, Flexible Savings Employee $653, Flexible Savings
    Qualified $4,622, Flexible Savings Qualified Emp $258, Investors $12,512
    Stock Market $4,087, AEBI Stock Market $4,043, Stock Market RP $1,412
    and Special Deposits $698 and $20 transferred to Federal tax withholding.

  Due to unlocated certificate holders:
    Other additions of $161 represent amounts equivalent to payments
    due certificate holders who could not be located.

    Other deductions of $214 represent payments to certificate holders
    credited to cash.
/TABLE
<PAGE>
PAGE 67
<TABLE>
<CAPTION>
Part 3 - Information Regarding Installment Certificates
Classified by Age Groupings
($ in thousands)

Year ended December 31, 1994
                                                                                                    Deductions from Reserves
                                                                                                    ------------------------
                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                      Months     Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series     Paid         December 31,           December 31,          December 31,        Maturity       Other
------------------    -------    -------------------  ---------------------   -------------------   ----------    ----------
                                   1993       1994      1993        1994        1993        1994
<S>                              <C>        <C>       <C>         <C>         <C>        <C>        <C>           <C>
15, including extended 61-72           1          0           5           0          1          0           0             0
maturities             73-84           0          1           0           5          0          1           0             0
                       85-96           0          0           0           0          0          0           0             0
                       97-108          0          0           0           0          0          0           0             0
                      109-120          1          0           5           0          2          0           2             0
                      121-132          0          0           0           0          0          0           0             0
                      133-144          0          0           0           0          0          0           0             0
                      145-156          0          0           0           0          0          0           0             0
                      157-168          0          0           0           0          0          0           0             0
                      169-180 (a)      0          0           0           0          0          0           0             0
                      181-192          0          0           0           0          0          0           0             0
                      193-204          0          0           0           0          0          0           0             0
                      205-216          0          0           0           0          0          0           0             0
                      217-228          0          0           0           0          0          0           0             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                                  2          1          10           5          3          1           2             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
</TABLE>
<PAGE>
PAGE 68
<TABLE>
<CAPTION>
Part 3 - Information Regarding Installment Certificates
Classified by Age Groupings
($ in thousands)

Year ended December 31, 1994
                                                                                                    Deductions from Reserves
                                                                                                    ------------------------
                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                      Months     Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series     Paid         December 31,           December 31,          December 31,        Maturity       Other
------------------    -------    -------------------  ---------------------   -------------------   ----------    ----------
                                   1993       1994       1993        1994        1993       1994
<S>                              <C>        <C>       <C>         <C>         <C>        <C>        <C>           <C>
20, including extended
maturities             85-96           0          0           0           0          0          0           0             0
                       97-108          0          0           0           0          0          0           0             0
                      109-120          0          0           0           0          0          0           0             0
                      121-132          0          0           0           0          0          0           0             0
                      133-144          1          0           6           0          3          0           0             0
                      145-156          0          1           0           6          0          3           0             0
                      157-168          0          0           0           0          0          0           0             0
                      169-180          0          0           0           0          0          0           0             0
                      181-192          1          0           8           0          5          0           0             0
                      193-204          2          1          25           8         19          6           0             0
                      205-216          1          1          10          20          8         16           4             0
                      217-228          1          1           5          10          5          9           0             0
                      229-240 (a)      1          1           7           5          7          5           0             7
                      241-252          3          0          56           0         32          0           0            21
                      253-264          1          2          18          19         11         11           0            11
                      265-276          1          0          14           0          9          0           0             0
                      277-288          4          1          56          14         39         10           0             7
                      289-300          3          3          35          54         25         34           0             0
                      301-312          3          4          46          41         36         35           0             0
                      313-324          7          3          78          47         64         38           0             0
                      325-336         15          8         173          96        157         84           5             0
                      337-348         81         13       1,040         149        966        145           9            87
                      349-360 (a)     85         66       1,109         806      1,084        799          55           862
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                                210        105       2,686       1,275      2,470      1,195          73           995
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
</TABLE>
<PAGE>
PAGE 69
<TABLE>
<CAPTION>
Part 3 - Information Regarding Installment Certificates
Classified by Age Groupings
($ in thousands)

Year ended December 31, 1994
                                                                                                    Deductions from Reserves
                                                                                                    ------------------------
                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                      Months     Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series     Paid         December 31,           December 31,          December 31,        Maturity       Other
------------------    -------    -------------------  ---------------------   -------------------   ----------    ----------
                                   1993       1994       1993        1994        1993       1994
<S>                              <C>        <C>       <C>         <C>         <C>        <C>        <C>           <C>
15A, including
extended maturities    61-72           1          0          17           0          5          0           0             0
                       73-84           0          1           0          17          0          6           0             0
                       85-96           0          0           0           0          0          0           0             0
                       97-108          0          0           0           0          0          0           0             0
                      109-120          1          0           8           0          5          0           0             0
                      121-132          0          1           0           8          0          5           0             0
                      133-144          0          0           0           0          0          0           0             0
                      145-156          2          0          88           0         71          0           0            17
                      157-168          5          2         104         132         90        116           0             5
                      169-180 (a)      4          4          48          35         47         33           0            29
                      181-192          2          1          12          10          8          7           0            23
                      193-204          3          2          63          12         64          9           0             0
                      205-216          8          3         152          63        118         70           0            52
                      217-228         53         10         787         282        657        243          19            12
                      229-240         30         46         376         546        340        496          24            49
                      241-252         36         23         364         269        355        263          30           221
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                                145         93       2,019       1,374      1,760      1,248          73           408
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
</TABLE>
<PAGE>
PAGE 70
<TABLE>
<CAPTION>
Part 3 - Information Regarding Installment Certificates
Classified by Age Groupings
($ in thousands)

Year ended December 31, 1994
                                                                                                    Deductions from Reserves
                                                                                                    ------------------------
                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                      Months     Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series     Paid         December 31,           December 31,          December 31,        Maturity       Other
------------------    -------    -------------------  ---------------------   -------------------   ----------    ----------
                                   1993       1994       1993        1994        1993       1994
<S>                              <C>        <C>       <C>         <C>         <C>        <C>        <C>           <C>
22A including          25-36           1          0          11           0          1          0           0             3
extended maturities    37-48           2          1          48          11          5          1           0             1
                       49-60           0          0           0           0          0          0           0             0
                       61-72           2          2          56          56          9         10           0             0
                       73-84           3          2         112          71         23         16           0             0
                       85-96           0          2           0          56          0         14           0             0
                       97-108          5          1         112          19         33          6           0             6
                      109-120          2          6          37         131         12         45           0             0
                      121-132          4          0         174           0         67          0          29             0
                      133-144          6          4         247         118        107         48           0             9
                      145-156         12          7         331         266        158        128           0             6
                      157-168         14         11         376         313        198        165           0           110
                      169-180         21         15         555         394        315        225          50           132
                      181-192         20         15         600         330        380        206          12            36
                      193-204         30         17         691         308        474        209          64           227
                      205-216        141         29       2,553         690      1,889        507          47           247
                      217-228        680        122      12,022       2,261      9,427      1,807         346           524
                      229-240        602        627       9,290      10,579      7,854      8,913         458           493
                      241-252        550        558       7,891       8,617      7,163      7,814         621         3,992
                      253-264 (a)    528        489       6,526       6,759      6,354      6,535         579           109
                      265-276        150        150       2,809       3,387      1,680      2,035         106           237
                      277-288        149        142       2,944       2,816      1,871      1,789          76           151
                      289-300        132        128       2,064       2,436      1,394      1,639          24            78
                      301-312        108        117       1,831       1,744      1,307      1,244         120            76
                      313-324         56         95         884       1,601        667      1,209          66             8
                      325-336         47         47         659         715        525        570          33            22
                      337-348         13         44         191         643        160        540          11             0
                      349-360          0         10           0         140          0        122          11             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                              3,278      2,641      53,014      44,461     42,073     35,797       2,653         6,467
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
</TABLE>
<PAGE>
PAGE 71
<TABLE>
<CAPTION>
Part 3 - Information Regarding Installment Certificates
Classified by Age Groupings
($ in thousands)

Year ended December 31, 1994
                                                                                                    Deductions from Reserves
                                                                                                    ------------------------
                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                      Months     Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series     Paid         December 31,           December 31,          December 31,        Maturity       Other
------------------    -------    -------------------  ---------------------   -------------------   ----------    ----------
                                   1993       1994       1993        1994        1993       1994
<S>                              <C>        <C>       <C>         <C>         <C>        <C>        <C>           <C>
I-76                   25-36           0          0           0           0          0          0           0             0
                       37-48           0          0           0           0          0          0           0             0
                       49-60           2          1          92          61          7          5           0             0
                       61-72           1          1         123          31         14          4           0             0
                       73-84           2          1          62         123          9         17           0             0
                       85-96           4          4         135         105         21         17          10             2
                       97-108          1          1          15          31          3          5           0             0
                      109-120          2          2          68          52         14         11           0             0
                      121-132         14          3         280          55         65         13           0             3
                      133-144         62          9       1,608         221        434         58          22            16
                      145-156        187         52       5,084       1,408      1,489        423          70            45
                      157-168        206        166       5,093       4,552      1,635      1,467         200            53
                      169-180        255        176       6,025       4,438      2,121      1,563         206           102
                      181-192        271        214       5,701       5,028      2,193      1,933         238            62
                      193-204        242        238       5,345       4,844      2,243      2,024         208            57
                      205-216        134        213       3,146       4,712      1,403      2,139         256             0
                      217-228          0        119           0       2,820          0      1,357          54             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                              1,383      1,200      32,777      28,481     11,651     11,036       1,264           340
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Reserve Plus Flexible
Payment                85-96           0          0           0           0          0          0           0             0
                       97-108          0          0           0           0          0          0           0             0
                      109-120        524          0       5,767           0      2,474          0           0             0
                      121-132        317         82       3,021         927      1,626        354         343             7
                      133-144        284        258       2,824       2,344      1,510      1,356         468             4
                      145-156          0        228           0       2,275          0      1,216         487             4
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                              1,125        568      11,612       5,546      5,610      2,926       1,298            15
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
IC-Q-Installment       73-84           0          0           0           0          0          0           0             0
                       85-96         346          0       3,876           0      1,301          0           0             0
                       97-108      1,099        257      12,084       2,913      4,636      1,019         463             0
                      109-120        655        856       6,510       9,209      3,254      3,633       1,496             0
                      121-132          0         72           0         709          0        393         727             8
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                              2,100      1,185      22,470      12,831      9,191      5,045       2,686             8
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
</TABLE>
<PAGE>
PAGE 72
<TABLE>
<CAPTION>
Part 3 - Information Regarding Installment Certificates
Classified by Age Groupings
($ in thousands)

Year ended December 31, 1994
                                                                                                    Deductions from Reserves
                                                                                                    ------------------------
                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                      Months     Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series     Paid         December 31,           December 31,          December 31,        Maturity       Other
------------------    -------    -------------------  ---------------------   -------------------   ----------    ----------
                                   1993       1994       1993        1994        1993       1994
<S>                              <C>        <C>       <C>         <C>         <C>        <C>        <C>           <C>
IC-Q-Ins                1-12           2          0          12           0          1          0           0             0
                       13-24       5,976          1      94,689           6     16,597          2           2             0
                       25-36      13,420      4,876     212,464      75,611     53,218     20,778       4,186             0
                       37-48       8,503      8,791     119,005     129,292     38,180     40,539      27,880             0
                       49-60       7,384      5,811      94,505      77,633     36,371     28,715      16,697             0
                       61-72       7,981      5,541     103,064      68,420     47,929     31,173      11,948             0
                       73-84       2,663      5,125      32,039      64,455     15,123     29,680      25,173             0
                       85-96         763      1,875       8,467      22,029      3,955     10,165       7,317             0
                       85-108          0        581           0       6,442          0      3,006       1,430             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                             46,692     32,601     664,245     443,888    211,374    164,058      94,633             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------

IC-Q-Ins Emp            1-12           1          0           6           0          0          0           0             0
                       13-24          47          1       1,027           6        115          1           0             0
                       25-36          98         35       1,435         809        337        137          27             0
                       37-48          40         62         417         865        157        274         164             0
                       49-60          33         28         394         294        156        129          65             0
                       61-72          42         26         589         232        237        131          57             0
                       73-84          21         25         277         383        171        139         135             0
                       85-96           0         16           0         223          0        131          60             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                                282        193       4,145       2,812      1,173        942         508             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------

IC-1                    1-12      20,324     20,934     380,596     404,109     21,844     21,110       5,694             0
                       13-24      10,677     16,341     189,718     293,285     24,237     43,444       4,132             0
                       25-36           0      9,161           0     167,782          0     34,332       2,364             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                             31,001     46,436     570,314     865,176     46,081     98,886      12,190             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------

IC-1 Emp                1-12         150        182         178       3,217        158        178          76             0
                       13-24         106        110       5,616       2,013        218        275          47             0
                       25-36           0         80           0       1,875          0        281          44             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                                256        372       5,794       7,105        376        734         167             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
</TABLE>
<PAGE>
PAGE 73
<TABLE>
<CAPTION>
Part 3 - Information Regarding Installment Certificates
Classified by Age Groupings
($ in thousands)

Year ended December 31, 1994
                                                                                                    Deductions from Reserves
                                                                                                    ------------------------
                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                      Months     Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series     Paid         December 31,           December 31,          December 31,        Maturity       Other
------------------    -------    -------------------  ---------------------   -------------------   ----------    ----------
                                   1993       1994       1993        1994        1993       1994
<S>                              <C>        <C>       <C>         <C>         <C>        <C>        <C>           <C>
R Flexible Payment     85-96           0          0           0           0          0          0           0             0
                       97-108        404          0       6,470           0      2,378          0           0             0
                      109-120        485        281       7,053       4,573      2,799      1,694         554            18
                      121-132        187         41       2,709         635      1,311        346         254             9
                      133-144        229        138       2,946       1,934      2,336      1,018         456             0
                      145-1156         0        173           0       2,232          0      1,779         407            71
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                              1,305        633      19,178       9,374      8,824      4,837       1,671            98
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------

RP-Q-Installment       73-84           0          0           0           0          0          0           0             0
                       85-96         153          0       2,439           0        660          0           0             0
                       97-108        101        130       2,338       2,141      1,017        553         350             0
                      109-120          0         82           0         959          0        405         608             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                                254        212       4,777       3,100      1,677        958         958             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------

RP-Q-Ins                1-12           1          0          49           0          3          0           0             0
                       13-24          99          1       4,803          50        876          5           0             0
                       25-36         286         75      10,218       3,308      2,352        994         232             0
                       37-48         255        182       5,775       5,370      1,436      1,541       1,287             0
                       49-60         225        162       3,937       3,791      1,329        903         671             0
                       61-72         324        152       4,897       2,546      2,152        974         462             0
                       73-84         107        202       1,590       3,070        771      1,172       1,120             0
                       85-96          42         79         556       1,066        224        425         684             0
                       97-108          0         27           0         353          0        108         114             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                              1,339        880      31,825      19,554      9,143      6,122       4,570             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------

RP-Q-Ins Emp            1-12           0          0           0           0          0          0           0             0
                       12-24           5          0         289           0         13          0           0             0
                       25-36           3          4          18         169          5         14           4             0
                       37-48           1          1         240           6          2          2           4             0
                       49-60           1          1          20         240          6          3           0             0
                       61-72           0          1           0          20          0          8           0             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                                 10          7         567         435         26         27           8             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
</TABLE>
<PAGE>
PAGE 74
<TABLE>
<CAPTION>
Part 3 - Information Regarding Installment Certificates
Classified by Age Groupings
($ in thousands)

Year ended December 31, 1994
                                                                                                    Deductions from Reserves
                                                                                                    ------------------------
                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                      Months     Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series     Paid         December 31,           December 31,          December 31,        Maturity       Other
------------------    -------    -------------------  ---------------------   -------------------   ----------    ----------
                                   1993       1994       1993        1994        1993       1994
<S>                              <C>        <C>       <C>         <C>         <C>        <C>        <C>           <C>
RP-1                    1-12         158        169       5,368       6,429        335        260         231             0
                       13-24         162        130       5,901       4,423        826        675         159             0
                       25-36           0        132           0       4,142          0        839         149             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                                320        431      11,269      14,994      1,161      1,774         539             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------

RP-1-Emp                1-12           3          0         672           0          6          0           0             0
                       13-24           0          2           0         636          0          6           7             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------
Total                                  3          2         672         636          6          6           7             0
                                 -------    -------   ---------   ---------   --------   --------   ---------     ---------

Total All Series                  89,705     87,560   1,437,374   1,461,047    352,599    335,592     123,300         8,331
                                 =======    =======   =========   =========   ========   ========   =========     =========


(a)  Includes accounts on which all payments necessary to mature have been made, but additional time must elapse before the
certificate maturity year is completed.  Also includes accounts for which maturity election has been made, but no further
payments have been received.
<PAGE>
PAGE 75

Part 4 - Amounts Periodically Credited to Certificate Holders' Accounts
to Accumulate the Maturity Amount of Installment Certificates.


Information as to (1) amounts periodically credited to each class of
security holders' accounts from installment payments and (2) such other
amounts periodically credited to accumulate the maturity amount of the
certificate (on a $1,000 face-amount certificate basis for the term of
the certificate), is filed in Part 4 of Schedule IX as part of Post-
effective Amendment No. 9 to Registration Statement No. 2-17681, Post
effective Amendment No. 1 to Registration Statement No. 2-23772 and
Post-effective Amendment No. 1 to Registration Statement No. 2-258081
and is incorporated herein by reference.
/TABLE
<PAGE>
        PAGE 76
        <TABLE>
        <CAPTION>
        IDS CERTIFICATE COMPANY                                           SCHEDULE VII

        Valuation and Qualifying Accounts

        Years ended December 31, 1994, 1993 and 1992
        ($ thousands)
                             Year ended December 31, 1994
                             ----------------------------
                                                 Additions
                                             ----------------
               Reserves           Balance    Charged
            deducted from           at       to costs           Deductions    Balance
              assets to          beginning     and                 from       at end
           which they apply      of period   expenses   Other    reserves    of period
         --------------------    ---------   --------   -----   ----------   ---------
        <S>                        <C>          <C>       <C>      <C>
         Allowance for losses:
           Securities              $2,049           0       0       1,049 (a)    1,000
           Conventional
           first mortgage
           loans                       961          0       0          350(b)      611
           Other assets              2,018          0     350(b)         0       2,368

                             Year ended December 31, 1993
                             ----------------------------
                                                 Additions
                                             ----------------
               Reserves           Balance    Charged
            deducted from           at       to costs           Deductions    Balance
              assets to          beginning     and                 from       at end
           which they apply      of period   expenses   Other    reserves    of period
         --------------------    ---------   --------   -----   ----------   ---------
         Allowance for losses:
           Securities              $14,210          0       0       12,161(a)    2,049
           Conventional
           first mortgage
           loans                     1,711          0       0          750(c)      961
           Other assets              1,488          0     530(c)         0       2,018

                             Year ended December 31, 1992
                             ----------------------------
                                                 Additions
                                             ----------------
               Reserves           Balance    Charged
            deducted from           at       to costs           Deductions    Balance
              assets to          beginning     and                 from       at end
           which they apply      of period   expenses   Other    reserves    of period
         --------------------    ---------   --------   -----   ----------   ---------
         Allowance for losses:
           Securities            $  10,021      4,189       0            0      14,210
           Conventional
           first mortgage
           loans                     1,561        500       0          350(b)    1,711
           Other assets              1,138          0     350(b)         0       1,488

         a)  Applicable to reversal on securities sold.
         b)  Transferred from mortgage loans on real estate to other assets.
         c)  Represents $530 transferred from mortgage loans on real estate to other
             assets and $220 reversal.
        </TABLE>


<PAGE>
PAGE 1
                      IDS CERTIFICATE COMPANY
                         POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

Each of the undersigned as an officer of IDS Certificate Company, a
face-amount certificate company registered under the Investment
Company Act of 1940, hereby constitutes and appoints James A.
Mitchell, Stuart A. Sedlacek, Jay C. Hatlestad, Colleen Curran,
Bruce A. Kohn and Morris Goodwin Jr., or any one of them, as his or
her attorney-in-fact and agent, to sign for him or her in his or
her name, place and stead any and all registration statements and
amendments thereto (with all exhibits and other documents required
or desirable in connection therewith) that may be prepared from
time to time in connection with said Company's existing or future
face-amount certificate products, and periodic reports on Form 10-
K, Form 10-Q and Form 8-K required pursuant to provisions of the
Securities Exchange Act of 1934, and any necessary or appropriate
states or other jurisdictions, and grants to any or all of them the
full power and authority to do and perform each and every act
required or necessary or appropriate in connection with such
signatures or filings.

Signed on this 17th day of May, 1994.

/s/ Stuart A. Sedlacek    
    Stuart A. Sedlacek

/s/ Morris Goodwin, Jr.   
    Morris Goodwin, Jr.

/s/ Jay C. Hatlestad      
    Jay C. Hatlestad


<PAGE>
PAGE 1
                      IDS CERTIFICATE COMPANY
                         POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

Each of the undersigned as a director of IDS Certificate Company, a
face-amount certificate company registered under the Investment
Company Act of 1940, hereby constitutes and appoints James A.
Mitchell, Stuart A. Sedlacek, Jay C. Hatlestad, Colleen Curran,
Bruce A. Kohn and Morris Goodwin Jr., or any one of them, as his
attorney-in-fact and agent, to sign for him in his name, place and
stead any and all registration statements and amendments thereto
(with all exhibits and other documents required or desirable in
connection therewith) that may be prepared from time to time in
connection with said Company's existing or future face-amount
certificate products, and periodic reports on Form 10-K, Form 10-Q
and Form 8-K required pursuant to provisions of the Securities
Exchange Act of 1934, and any necessary or appropriate states or
other jurisdictions, and grants to any or all of them the full
power and authority to do and perform each and every act required
or necessary or appropriate in connection with such signatures or
filings.

Signed on this 13th day of May, 1994.

/s/ David R. Hubers              /s/ John V. Luck          
    David R. Hubers                  John V. Luck

/s/ Charles W. Johnson           /s/ James A. Mitchell     
    Charles W. Johnson               James A. Mitchell

/s/ Edward Landes                /s/ Harrison Randolph     
    Edward Landes                    Harrison Randolph

/s/ Gordon H. Ritz               /s/ Stuart A. Sedlacek    
    Gordon H. Ritz                   Stuart A. Sedlacek



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission