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February 21, 1995
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549-1004
Attn: Document Control - EDGAR
RE: Rule 24f-2 Notice for IDS Certificate Company
IDS Stock Market Certificate
SEC File No. 33-22503
Ladies and Gentlemen:
[i] In accordance with the provision of Rule 24f-2, IDS
Certificate Company hereby files its Rule 24f-2
Notice for the fiscal year ended December 31, 1994
("Fiscal Year").
[ii] Amount of securities registered other than
under 24f-2 which were unsold at the
beginning of the fiscal year $ -0-
[iii] Amount of securities registered during the
fiscal year other than under 24f-2 $ -0-
[iv] Amount of securities sold during the fiscal
year -0-*
[v] Amount of securities sold pursuant to 24f-2 $ -0-
[vi] Fee $ -0- x 0.0003448 $ -0-
* Sales of $122,436,680 minus redemptions of $256,381,665
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Enclosed please find an opinion of counsel.
If you have any questions, please contact me. Thank you.
Sincerely,
Bruce A. Kohn
Vice President and General Counsel
(612) 671-2221
BAK/rjf
<EXHIBIT INDEX>
(b)(10) OPINION OF COUNSEL
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February 21, 1995
IDS Certificate Company
IDS Tower 10
Minneapolis, MN 55440-0010
Ladies and Gentlemen:
Reference is made to your Registration Statement, No. 33-22503,
Form S-1 under the Securities Act of 1933, registering an
indefinite number of face-amount certificates pursuant to Rule 24f-
2 under the Securities Act of 1933.
I am of the opinion, based upon such examination of matters of fact
and law as I have deemed necessary, that:
(a) IDS Certificate Company is validly organized and existing in
good standing under Delaware law with power to issue and sell
the face-amount certificates registered.
(b) The certificates registered were legal and valid instruments,
enforceable in accordance with their terms when sold in
accordance with applicable federal and state securities laws.
I hereby consent that the foregoing opinion may be used in
connection with the Rule 24f-2 Notice.
Very truly yours,
Bruce A. Kohn
Vice President and General Counsel
(612) 671-2221
BAK/rjf
