IDS CERTIFICATE CO /MN/, POS AMI, 1995-04-25

IDS CERTIFICATE CO /MN/
POS AMI, 1995-04-25

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<PAGE>
PAGE 1
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM S-1

POST-EFFECTIVE AMENDMENT NUMBER 15 TO

REGISTRATION STATEMENT NO. 2-95577

IDS FLEXIBLE SAVINGS CERTIFICATE

UNDER

THE SECURITIES ACT OF 1933

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

DELAWARE
(State or other jurisdiction of incorporation or organization)

6725
(Primary Standard Industrial Classification Code Number)

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

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

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

The Registrant has registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to Section
24f-2 of the Investment Company Act of 1940. Registrants' Rule
24f-2 Notices for its most recent fiscal year (December 31) was
filed on or about February 28, 1995.

<PAGE>
PAGE 2
Explanatory Note

The first prospectus contained in Part I of the Registration
Statement will be used, with minor variations, in connection with
the following Registration Statements No. 2-68296, No. 2-76193, No.
33-3562 and No.33-22503. In each case, the first several pages of
the prospectuses vary to describe the unique attributes of each
certificate. The balance of the prospectus is almost identical for
all certificates.
<PAGE>
PAGE 3
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c)
IDS FLEXIBLE SAVINGS CERTIFICATE
AND VARIATIONS

Item Caption in
Number Prospectus

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

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

of Prospectus.

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

Item 4. Use of Proceeds. How your money is used 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 How your certificate
Distribution. is managed.

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

Item 10. Interests of Not Applicable.
Named Experts and Counsel.
<PAGE>
PAGE 4
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c) (Continued)

Item Caption in
Number Prospectus

Item 11. Information with Invested and guaranteed by
Respect to the Registrant. IDSC; Regulated by government;
Relationship between IDSC and
American Express Financial
Corporation; Capital structure and

certificates issued; Directors
and Officers.

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

<PAGE>
PAGE 5
IDS Flexible Savings Certificate
Prospectus - April 26, 1995

Earn guaranteed competitive rates for the term you choose.

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

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

This 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."

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

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

1-800-437-3133 (toll free) or
(612) 671-3800 (Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1630 (Minneapolis/St. Paul area)

An American Express company
<PAGE>
PAGE 6

Where to get information about IDSC

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

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

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

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

Initial interest rates

IDSC guarantees a fixed rate of interest for each term. For the
initial term, the rate will be within a specified range of certain
average certificates of deposit interest rates, as published in the
most recent BANK RATE MONITOR Top 25 Market AverageTM, North Palm
Beach, FL 33408, as explained under "About the certificate."

Here are the interest rates in effect on the date of this
prospectus, April 26, 1995:

Simple Effective
interest annualized
Term rate* yield**
6-month
12-month
18-month
24-month
30-month
36-month

*These are the rates for investments under $100,000. Rates may
depend on the factors described in "Rates for new purchases" under
"Promotions and pricing flexibility" under "About the certificate."

**Assuming monthly compounding.

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

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

Contents

Table of contents

About the certificate
Investment amounts and terms p
Face amount and principal p
Value at maturity p
Receiving cash during the term p
Interest p
Rates for new purchases p
Promotions and pricing flexibility p
Additional Investments p

How to invest and withdraw funds
Buying your certificate p
Full and partial withdrawals p
When your certificate term ends p
Transfers to other accounts p
Retirement plans: special policies p
Withdrawal at Death p
Transfer of ownership p
For more information p

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

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

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

Financial information
Summary of selected financial information p
Management's discussion and analysis of
financial condition and results of operations p
Report of independent auditors p
Financial statements p
Notes to financial statements p
<PAGE>
PAGE 8
About the certificate

Investment amounts and terms

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

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

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

Face amount and principal

The face amount of the certificate is the amount of your initial
investment, and will remain the same over the life of the
certificate. Any investment or withdrawal within 15 days of the
end of a term will be added on or deducted to determine principal
for the new term. The principal is the amount that is reinvested
at the beginning of each subsequent term, and is calculated as
follows:

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

Principal may change during a term as described in "Add-on feature"
and "Full and partial withdrawals."

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

You may continue to invest for successive terms for up to a total
of 20 years. Your certificate matures at 20 years from its issue
date. At maturity, the value of your certificate will be the total
of your purchase price, plus additional investments and any
credited interest not paid to you in cash, less any withdrawals and
penalties. Some fees may apply as described in "How to invest and
withdraw funds."

Receiving cash during the term

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

Interest

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

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

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

o adding these daily amounts to get a monthly total

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

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

Rates for new purchases

When your application is accepted, you will receive a confirmation
of your purchase showing the rate that your investment will earn.
IDSC guarantees that when rates for new purchases take effect, the
rates will be within a range based on the average interest rates
then published in the BANK RATE MONITOR Top 25 Market AverageTM
(the BRM Average).<PAGE>
PAGE 10
In the case of the 6-, 12-, 24-, and 30-month terms IDSC guarantees
that, for purchases of certificates for less than $100,000, your
rate for your initial term will be 10 basis points (.10%) below to
90 basis points (.90%) above such rates for comparable length
certificates of deposit (CDs). In the case of these terms, for
purchases of certificates for $100,000 or more, IDSC guarantees
that your rate for your initial term will be within a range of 5-
105 basis points above such rates for comparable length
certificates of deposit.

In the case of the 18-month term, because the BRM Average doesn't
typically publish rates for comparable length certificates of
deposit, IDSC guarantees that, for purchases of certificates for
less than $100,000, the rate for your initial term will be within a
range of 0-100 basis points above the rates for the 12-month
certificates of deposit. In the case of the 18-month term, for
purchases of certificates of $100,000 or more, IDSC guarantees that
your rate for your initial term will be within a range of 15-115
basis points above the rates for the 12-month certificates of
deposit.

In the case of the 36-month term, because the BRM Average doesn't
typically publish rates for comparable length certificates of
deposit, IDSC guarantees that, for purchases of certificates for
less than $100,000, the rate for your initial term will be within
0-100 basis points above the rates for the 30-month certificate of
deposit. In the case of the 36-month term, for purchases of
certificates of $100,000 or more, IDSC guarantees that your rate
for your initial term will be within 15-115 basis points above the
rates for the 30-month certificates of deposit. For example, if
the rate most recently published in the BRM Average with respect to
the 30-month certificate of deposit is 6.00% our rates in effect
for that week for 36-month terms would be between 6.00% and 7.00%
for purchases for less than $100,000.

However, IDSC guarantees that, for persons who have received a
special promotional coupon from IDSC for purchase of a Flexible
Savings Certificate with an initial term of 6, 12, 24 or 30 months
and have satisfied the conditions in the coupon, when rates for new
purchases take effect, the rate for the initial term will be within
a range from 100 basis points (1%) to 200 basis points above the
average interest rate published for comparable length CDs in the
BRM Average. Similarly, IDSC guarantees that, for persons who have
received a special promotional coupon from IDSC for purchase of a
Flexible Savings Certificate with an initial term of 18 or 36
months and have satisfied the conditions in the coupon, when rates
for new purchases take effect, the rate for an initial term of 18
or 36 months will be within a range from 100 basis points (1%) to
200 basis points above the average interest rate published for 12-
month CDs or 30-month CDs, respectively, in the BRM Average. For
example, the coupon may require that you make a minimum investment
and that you are not an existing client of American Express
Financial Corporation, American Express Financial Advisors Inc., or
another subsidiary of American Express Financial Corporation.
American Express Financial Corporation will select persons to
receive the coupon based on a business strategy to build
relationships with new clients in selected market segments who
American Express Financial Corporation believes meet threshold <PAGE>
PAGE 11
requirements for such factors as household income and home values.
From time to time coupons may be sent only to persons who both fit
this strategy and live in particular parts of the country or are
affiliated with particular organizations such as an automobile
club.

From time to time, for your initial term, IDSC may offer
certificates with different terms than those described above. Such
terms may be from 7-47 months. For these terms, IDSC guarantees
that, for purchases of certificates for less than $100,000, your
rate for your initial term will be within a range of 50-150 basis
points above the rates published in the BRM Average for the
certificates of deposit specified above that have the maturity that
is closest to the term of the IDS certificate in question. If the
term is equidistant from two different BRM Averages, use the
longest maturity that is shorter than the term of the IDS
certificate in question. For purchases of certificates of $100,000
or more, the range for your initial term will be 65 -165 points
above the same rate. For example, in the case of a 7-month term,
IDSC guarantees that, for purchases of certificates less than
$100,000, your rate for your initial term will be within a range of
50-150 basis points above the rates for the 6-month certificates of
deposit, and for purchases of certificates for $100,000 or more,
your rate for your initial term will be within a range of 65-165
basis points above the rates for the 6-month certificates of
deposit. Purchase of a certificate in one of these special offers
may result in a later term of less than 6 months in order to permit
your certificate to mature 20 years from its issue date.

The BANK RATE MONITOR is a weekly magazine published in North Palm
Beach, FL 33408 by Advertising News Service Inc., an independent
national news organization that collects and disseminates
information about bank products and interest rates. Advertising
News Service Inc. has no connection with IDSC, American Express
Financial Corporation, or any of their affiliates.

The BRM Average is an index of rates and annual effective yields
offered on various length certificates of deposit by large banks
and thrifts in 25 metropolitan areas. The frequency of compounding
varies among the banks and thrifts. Certificates of deposit in the
BRM Average are government insured fixed-rate time deposits.

The BANK RATE MONITOR is available in your local library. To
obtain information on current BRM Average rates, call the Client
Service Organization from 8 a.m. to 6 p.m. your local time at:

1-800-437-3133 or
TTY: 1-800-846-4293.

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

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

<PAGE>
PAGE 12
However, if your application bears a date more than seven days
before its receipt by IDSC, the rate you receive will be the higher
of:

o the rate in effect on the date your application is
accepted by IDSC
o the rate in effect seven days before receipt.

Except for specific promotions, IDSC guarantees an initial rate 25
basis points above the rate offered to the general public on this
IDSC certificate if it is purchased by using the CD transfer
service offered by American Express Financial Advisors, Inc. to
help you transfer money from a bank or thrift CD account into IDSC
investments. To be eligible for this rate, you must transfer at
least $10,000 from a CD account to IDSC to purchase one or more IDS
Cash Reserve Certificates and/or IDS Flexible Saving Certificates,
and this rate will only apply to those certificates.

Except for specific promotions, IDSC guarantees active or retired
American Express Financial Corporation employees, IDSC's directors,
American Express financial advisors, their immediate families and
any U.S. employee of any affiliated company of IDSC an initial rate
75 basis points above the rate offered to the general public,
reflecting the lower distribution costs associated with such sales.

Promotions and pricing flexibility

From time to time, IDSC may sponsor or participate in promotions
involving one or more of the certificates and their respective
terms. For example, we may offer different rates to new clients,
to existing clients, or to individuals who have purchased other
products or used other services of American Express Financial
Corporation or its subsidiaries.

We also may offer different rates based on your amount invested,
maturity selected, geographic location and whether the certificate
is purchased for an IRA or a qualified retirement account.

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

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

<PAGE>
PAGE 13

Performance: From February 1990 through February 1995, IDS
Flexible Savings Certificate one year yields were higher than
average bank and thrift one year certificate of deposit yields and
Super NOW accounts, as measured by the BRM Average (prior to Jan.
13, 1993, rates were measured by the BRM National IndexTM, an
average of CD yields in 10 cities).

Yields from February 1990 through February 1995

8%
____ IDS Flexible Savings - 1 year
.... Certificate of deposit - 1 year
6%

4% Two lines comparing the yields for one-year IDS Flexible
Savings Certificate against those of one-year certificates
of deposit with Flexible's yield generally above the CD's

90 91 92 93 94 95

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

Additional investments

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

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

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

For example, suppose your original balance is $9,000. During the
grace period, you add $1,000. At any time during the current term,
you could add up to 25% of principal ($9,000 + $1,000 = $10,000),
or $2,500 to your certificate.

The interest rate for these additional investments is the rate then
in effect for your account. If your additional investment
increases the principal of your certificate so that your
certificate's principal has exceeded a break point for a higher <PAGE>
PAGE 14
interest rate, the certificate will earn this higher interest rate
for the remainder of the term, from the date the additional
investment is accepted.

How to invest and withdraw funds

Buying your certificate

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

Purchase policies

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

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

o IDSC has complete discretion to determine whether to accept an
application and sell a certificate.

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

Two ways to make additional investments

1
By mail

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

Regular mail: Express mail:
IDS Certificate Company IDS Certificate Company
Client Service Organization Client Service Organization
IDS Tower 10 733 Marquette Ave.
Minneapolis, MN 55440-0010 Minneapolis, MN 55402
<PAGE>
PAGE 15
2
By wire

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

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

Give these instructions:

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

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

o Minimum amount you may wire: $1,000

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

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

o Bank wire purchases are not sent until the next business day.

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

o IDSC, American Express Financial Corporation and its other
subsidiaries are not responsible for any delays that occur in
wiring funds, including delays in processing by the bank.

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

Full and partial withdrawals

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

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

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

o You may not otherwise make a partial withdrawal if it would
reduce your certificate balance to less than $1,000. If you
request such a withdrawal, we will contact you for revised
instructions.
<PAGE>
PAGE 16
o Scheduled partial withdrawals may be made monthly, quarterly,
semiannually, annually and at term end.

o Withdrawals before the end of the certificate month will
result in loss of accrued interest on the amount withdrawn.
You'll get the best result by timing a withdrawal at the end
of the certificate month.

Penalties for early withdrawal during a term: When you request a
full or partial withdrawal, we pay the amount you request:

o first from interest credited during the current term
o then from the principal of your certificate.

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

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

The following example demonstrates how this feature works:

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

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

Withdrawal penalties: For withdrawals during the term of more than
the interest credited that term and over 10% of the certificate's
principal, a 2% withdrawal penalty will be deducted from the
account's remaining balance.

For example, assume you invest $20,000 in a certificate and select
a two-year term. A little over a year later assume you have earned
$1,600 in interest. The following demonstrates how the withdrawal
charge is deducted:

When you withdraw a specific amount of money, we would have to
withdraw somewhat more from your account to cover the withdrawal
charge. For instance, suppose you request a $5,000 check. The
first $1,600 paid to you is interest earned that term, the next
$2,000 is 10% of principal, and not subject to the withdrawal
penalty, and the remaining $1,400 paid to you is principal over the
10% limit. We would send you a check for $5,000 and deduct a <PAGE>
PAGE 17
withdrawal charge of $28.00 ($1,400 x 2%) from the remaining
balance of your certificate account. Your new balance would be
$16,572 ($21,600 - $5,028).

Total investments $20,000.00
Interest credited $1,600.00
Total balance $21,600.00

Requested check $5,000.00
Credited interest withdrawn ($1,600.00)
10 percent of principal -- not subject to ($2,000.00)
penalty
___________
Remaining portion of requested withdrawal -- $1,400.00
subject to penalty
Withdrawal penalty percent 2.00%
Actual withdrawal penalty $28.00

Balance prior to withdrawal $21,600.00
Requested withdrawal check ($5,000.00)
Withdrawal penalty ($ 28.00)
Total balance after withdrawal $16,572.00

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

For more information on withdrawal charges, talk with your American
Express financial advisor or call Client Service Organization at
the number on the back cover.

When your certificate term ends

Shortly before the end of the term you have selected for your
certificate, we will send you a notice indicating the interest rate
that will apply to the certificate for the new term. When your
certificate term ends we will automatically renew your certificate
for the standard term (6, 12, 18, 24, 30 or 36 month) nearest in
length to your initial term. If your initial term is equidistant
from two standard terms, we will automatically renew your
certificate to the term with the largest maturity that is shorter
than your initial term. If you wish to select a different term,
you must notify us in writing before the end of the grace period.
You will not be allowed to select a term that would carry the
certificate past its maturity date.

The interest rates that will apply to your new term will be those
in effect on the day the new term begins. We will send you a
confirmation showing the rate of interest that will apply to the
new term you have selected. This rate of interest will not be
changed during that term.

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

<PAGE>
PAGE 18
You may also add to your investment within the 15 calendar days
following the end of your term. see "Additional investments" under
"About the certificate."

Other full and partial withdrawal policies:

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

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

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

Transfers to other accounts

You may transfer part or all of your certificate for any other IDSC
certificate or into another existing American Express Financial
Advisors, Inc. account that has the same registered ownership
(subject to any terms and conditions that may apply).

Two ways to request a withdrawal or transfer

1
By phone

Call between 8 a.m. and 6 p.m. your local time:

1-800-437-3133 (toll free) or
(612) 671-3800 (Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1630 (Minneapolis/St. Paul area)

o Maximum phone request: $50,000

o Transfers into an American Express Financial Advisors Inc.
account with the same ownership.

o A telephone withdrawal request will not be allowed within 30
days of a phoned-in address change.

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

You may request that telephone withdrawals not be authorized from
your account by writing the Client Service Organization.<PAGE>
PAGE 19
2
By mail

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

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

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

Written requests are required for:

o Transactions over $50,000.

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

o Transfers to another American Express Financial Advisors Inc.
account with different ownership (all current registered
owners must sign the request).

Three ways to receive payment when you withdraw funds

1
By regular or express mail

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

o Payable to name(s) you requested

o For express mail, you will pay charges that vary depending on
the courier you select. For a partial withdrawal leaving a
remaining balance of more than $1,000, these charges will be
deducted from the remaining balance. If the remaining balance
is less than $1,000, or if it is a full withdrawal, charges
are deducted from proceeds of the withdrawal.

2
By wire

o Minimum wire withdrawal: $500

o Request that money be wired to your bank

o Bank account must be in same ownership as IDSC account

<PAGE>
PAGE 20
o Pre-authorization required. Complete the bank wire
authorization section in the application or use a form
supplied by your American Express financial advisor. All
registered owners must sign.

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

3
Electronic transfer

o Only for preauthorized, recurring payments

o No charge

o Deposited electronically in your bank account

o Three to five days from request to first deposit

Retirement plans: special policies

o If the certificate is purchased for a 401(k) plan or other
qualified retirement plan account, the terms and conditions of
the certificate apply to the plan as the owner of this
certificate. However, the terms of the plan, as interpreted
by the plan trustee or administrator, will determine how a
participant's individual account under the plan is
administered. These terms may differ from the terms of the
certificate.

o If your certificate is held in a Custodial Retirement Plan (or
Keogh plan), special rules may apply at maturity. If no other
investment instructions are provided directing how to handle
your certificate at maturity, the full value of the
certificate will automatically transfer to a new or existing
cash management account according to the rules outlined in the
Custodial Retirement Plan document.

o The annual custodial fee for IRA or non-401(k) qualified
retirement plans may be deducted from your certificate
account. It may reduce the amount payable at maturity or the
amount received upon an early withdrawal.

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

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

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

o The IRA termination fee will be waived if withdrawal occurs
upon the holder's death.
<PAGE>
PAGE 21
Withdrawal at death

If a certificate is surrendered upon the client's death, any
applicable surrender charge will be waived. In addition, if an IRA
termination fee is applicable, it will also be waived.

Transfer of ownership

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

For more information

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

1-800-437-3133 or
TTY: 1-800-846-4293

Taxes on your earnings

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

Retirement accounts

If you are using the certificate as an investment for an IRA,
401(k) plan account or other qualified retirement plan account,
income tax rules for your IRA or qualified plan apply. Generally,
you will pay no income taxes on your investment's earnings--and, in
many cases, on part or all of the investment itself--until you
begin to make withdrawals.

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

Consult your tax advisor to see how these rules apply to you before
you request a distribution from your plan or IRA.<PAGE>
PAGE 22
Gifts to minors

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

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

If you don't provide the TIN to IDSC, or the TIN you report is
incorrect, you could be subject to backup withholding of 31% of
your interest earnings. You could also be subject to further
penalties, such as:

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

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

o criminal penalties for falsifying information.

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

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

How to determine the correct TIN:

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

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

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

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

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

Sole proprietorship or The owner or partnership
partnership
<PAGE>
PAGE 23
Corporate The corporation

Association, club or The organization
tax-exempt organization

For details on TIN requirements, ask your financial advisor or
local American Express Financial Advisors Inc. office for Federal
Form W-9, Request for Taxpayer Identification Number and
Certification.

Foreign investors

If you are not a citizen or resident of the United States, you must
supply IDSC with Form W-8, Certificate of Foreign Status when you
purchase your certificate, and you must resupply it every three
years. You must also supply a current mailing address and an
address of foreign residency, if different. IDSC will not accept
purchases of certificates by nonresident aliens without an
appropriately certified Form W-8 (or approved substitute). Also,
if you do not supply Form W-8 you will be subject to backup
withholding on interest payments and withdrawals.

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

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

In general, a transfer certificate requires the opening of an
estate in the United States and provides assurance that the IRS
will not claim your certificate to satisfy estate taxes.

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

<PAGE>
PAGE 24
How your money is used and protected

Invested and guaranteed by IDSC

The IDS Flexible Savings Certificate is issued and guaranteed by
IDSC, a wholly owned subsidiary of 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 (CDs) that are similar to our certificates in many ways.
Early withdrawals of bank CDs often result in penalties. Banks and
thrifts generally have federal deposit insurance for their deposits
and lend much of the money you deposit to individuals, businesses
and other enterprises. Other financial institutions may offer
investments with comparable combinations of safety and return on
investment.

Regulated by government

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

The federal Investment Company Act of 1940 requires us to keep
investments on deposit in a segregated custodial account to protect
all of our outstanding certificates. These investments back the
entire value of your certificate account. Their 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.

<PAGE>
PAGE 25
Backed by our investments

Our investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1994:

Type of investment Net amount invested

Corporate and other bonds 31%
Government agency bonds 27%
Preferred stocks 23%
Mortgages 9%
Municipal bonds 5%
Cash and cash equivalents 5%

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 Financial Corporation is a wholly owned subsidiary of
American Express Company. 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.<PAGE>
PAGE 26
Real estate: We may invest directly in real estate, though we have
not generally done so in the past. We do invest in mortgage loans.

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

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

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 money 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.<PAGE>
PAGE 27

During its many years in operation, American Express Financial
Corporation has become a leading manager of investments in
mortgages and securities. American Express Advisors Inc., a wholly
owned subsidiary of American Express Financial Corporation,
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 Inc. financial planning services are
comprehensive, beginning with a detailed written analysis that's
tailored to your needs. Your analysis may address one or all of
these six essential areas: financial position, protection
planning, investment planning, income tax planning, retirement
planning and estate planning.

American Express Financial Corporation itself is a wholly owned
subsidiary of American Express Company, a financial services
company with executive offices at American Express Tower, World
Financial Center, New York, NY 10285. American Express Company is
a financial services company engaged through subsidiaries in other
businesses including:

o travel related services (including American Express(trademark) Card and
Travelers Cheque operations through American Express Travel
Related Services Company, Inc. and its subsidiaries), and

o international banking services (through American Express Bank
Ltd. and its subsidiaries).

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:<PAGE>
PAGE 28
o providing investment research,
o making specific investment recommendations
o executing purchase and sale orders according to our
policy of obtaining the best price and execution.

All these activities are subject to direction and control by our
board of directors and officers. Our agreement with 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
Included assets total 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 service
fee.

Advisory and services fees for the past three years:

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,
<PAGE>
PAGE 29
o provision for certificate reserves (interest accrued on
certificate holder accounts), and
o expenses of customer settlements not attributable to sales
function.

Distribution

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

o 0.25% of the initial payment on the issue date of the
certificate, and

o 0.25% of the certificate's reserve at the beginning of the
second and subsequent quarters from issue date. This fee is
not assessed to your certificate account.

For certificates paying a special promotional coupon rate described
in "Rates for new purchases" under "About the certificate,"
American Express Financial Advisors Inc. waives its distribution
fee.

Total distribution fees paid to American Express Financial
Advisors, Inc. for all series of certificates amounted to
$34,534,747 during the year ended Dec. 31, 1994. We expect to pay
American Express Financial Advisors Inc. distribution fees
amounting to $33,700,000 during 1995.

See Note 1 to financial statements regarding deferral of
distribution fee expense.

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

Employment of other American Express affiliates

American Express Financial Corporation may employ affiliates of
American Express Company 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.

<PAGE>
PAGE 30
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.

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 53. 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<PAGE>
PAGE 31
Gordon H. Ritz
Age 67. Director since 1968

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

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.

Chief financial officer of American Express Financial Corporation
since 1993 and senior vice president, corporate controller and
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.<PAGE>
PAGE 32
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.

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 officers and directors 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 SEC such indemnification is against public policy as expressed
in the Act and is therefore unenforceable.
<PAGE>
PAGE 33
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.

Other certificates issued by IDSC: Your American Express financial
advisor can give you more information on four other certificates
issued by IDSC. These certificates offer a wide range of
investment terms and features.

IDS Cash Reserve Certificate - A single payment certificate that
permits additional investments and on which IDSC guarantees
interest in advance for a three-month term.

IDS Future Value Certificate - A single payment certificate on
which IDSC guarantees interest in advance for a four, five, six,
seven, eight, nine or ten-year maturity.

IDS Stock Market Certificate - A single payment certificate that
calculates all or part of your interest based on stock market
performance, as measured by a broad stock market index, with IDSC's
guarantee of return of principal.
<PAGE>
PAGE 34
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 35
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 36
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 37
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 38
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 39
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 40
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 41
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 42
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 43
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 44
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 45
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 46
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 47
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 48
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 49
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 Company 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 50
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 51
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 52
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 53
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 54
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 55
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 56
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<PAGE>
PAGE 57
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
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 58
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 59
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.

<PAGE>
PAGE 60
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
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.
<PAGE>
PAGE 61
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
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 <PAGE>
PAGE 62
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.

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 63
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c)
IDS CASH RESERVE CERTIFICATE
AND VARIATIONS

Item Caption in
Number Prospectus

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

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

of Prospectus.

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

Item 4. Use of Proceeds. How your money is used 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 How your certificate
Distribution. is managed.

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

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

<PAGE>
PAGE 64
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c) (Continued)

Item Caption in
Number Prospectus

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

<PAGE>
PAGE 65
IDS Cash Reserve Certificate

Prospectus April 26, 1995

Earn attractive rates with ready access to your cash reserves.

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

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

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

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

1-800-437-3133
(612) 671-3800
(Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1630
(Minneapolis/St. Paul area)

An American Express Company
<PAGE>
PAGE 66
INSIDE COVER:
Where to get information about IDSC

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

Initial interest rates

IDSC guarantees a fixed interest rate for each three-month term
during the life of the certificate. For your initial term, IDSC
guarantees that when the rate for new purchases takes effect, the
rate will be within a specified range of the average rate for
three-month certificates of deposit as published in the most recent
BANK RATE MONITOR Top 25 Market AverageTM, North Palm Beach, FL
33408, as explained under "About the certificate."

Here are the interest rates in effect on the date of this
prospectus, April 26, 1995:

Investment Simple Effective
amount interest rate* annualized yield**
$50 to $999
$1,000 to $24,999
$25,000 or more

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

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

We reserve the right to issue other securities with different
terms.
<PAGE>
PAGE 67

Contents

About the certificate......
Investment amounts and terms...... p
Face amount and principal...... p
Value at maturity...... p
Receiving cash during the term...... p
Interest...... p
Rates for new purchases...... p

How to invest and withdraw funds......
Buying your certificate...... p
Additional investments...... p
Full and partial withdrawals...... p
When your certificate term ends p
Transfers to other accounts...... p
Retirement plans: special policies...... p
Transfer of ownership...... p
For more information...... p

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

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

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

Financial information......

Summary of selected financial information...... p
Management's discussion and analysis of
financial condition and results of operations....p
Report of independent auditors...... p

Financial statements...... p

Notes to financial statements...... p
<PAGE>
PAGE 68
About the certificate

Investment amounts and terms

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

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

Face amount and principal

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

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

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

$5,000.00 Face Amount (initial investment)
plus $75.00 Interest credited to your account
minus ($0.00) Interest paid to you in cash
plus $2,500.00 Additional investment to your certificate
minus ($0.00) Withdrawals and applicable penalties
or fees

$7,575.00 Principal at the beginning of the next
term.

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Value at maturity

Your certificate matures 20 years from its issue date. At
maturity, the value of your certificate will be the total of your
actual investment, plus credited interest not paid to you in cash,
less withdrawals, penalties and fees. When your certificate
matures, you will receive a check for your principal, plus any
credited interest, less any withdrawals, penalties and fees. Bank
authorizations will automatically be stopped at maturity or full
withdrawal.

Receiving cash during the term

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

Interest

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

o applying the interest rate then in effect to your balance
each day
o adding these daily amounts to get a monthly total
o subtracting interest accrued on any amount you withdraw
during the certificate month.

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

Rates for new purchases

When your application is accepted, you will receive a confirmation
showing the rate that your investment will earn for the first term.
For accounts of $1,000 to $24,999.99 IDSC guarantees that this rate
will be within a range from 20 basis points (0.20%) below to 80
basis points (0.80%) above the average interest rate published for
3-month CDs in the BANK RATE MONITOR Top 25 Market AverageTM (the
BRM Average). For example, if the average rate most recently
published is 4.00%, our rate in effect for that week for amounts of
$1,000 to $24,999.99 would be between 3.80% to 4.80%. For accounts
of $25,000 or more, this rate will be within a range from 0 basis
points (0.0%) below to 100 basis points (1.00%) above the same
index rate. For accounts of less than $1,000, this rate will be
within a range of 90 basis points (0.90%) below to 10 basis points
(0.10%) above the average interest rate.
<PAGE>
PAGE 70
The BANK RATE MONITOR is a weekly magazine published in North Palm
Beach, FL 33408 by Advertising News Service Inc., an independent
national news organization that collects and disseminates
information about bank products and interest rates. Advertising
News Service Inc. has no connection with IDSC, American Express
Financial Corporation, or any of their affiliates.

The BANK RATE MONITOR may be available in your local library. To
obtain information on the current BRM Average rates, call the
Client Service Organization at the number listed on the back cover.

1-800-437-3133
TTY 1-800-846-4293.

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

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

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

Except for specific promotions, IDSC guarantees an initial rate 25
basis points above the rate offered to the general public on this
IDS certificate if it is purchased by using the CD transfer service
offered by American Express Financial Advisors Inc. to help you
transfer money from a bank or thrift CD account to American Express
Financial Advisors Inc. investments. To be eligible for this rate,
you must transfer at least $10,000 from a CD account to IDSC to
purchase one or more IDS Cash Reserve Certificates and/or IDS
Flexible Savings Certificates, and this rate will only apply to
those certificates.

Promotions and pricing flexibility: From time to time, IDSC may
sponsor or participate in promotions involving one or more of the
certificates and their respective terms. For example, we may offer
different rates to new clients, to existing clients, or to
individuals who purchase or use other products or services offered
by American Express Financial Advisors Inc. or its affiliates.
These promotions will generally be for a specified period of time.
If we offer a promotion, the rates for new purchases will be within
the range of rates described under "Rates for new purchases,"
above.

<PAGE>
PAGE 71
Rates for future terms: Interest on your certificate for future
three-month terms may be greater or less than the rates you receive
during the first three months. In setting future rates, a primary
consideration will be the prevailing investment climate, including
3-month CD rates as reflected in the BRM Average. Nevertheless, we
have complete discretion as to what interest shall be declared
beyond the initial three-month term. If the BRM Average is no
longer publicly available or feasible to use, IDSC may use another
similar index as a guide for setting rates.

Performance: From February 1990 through February 1995, IDS Cash
Reserve interest rates were generally higher than average bank and
thrift 3-month CD yields, as measured by the BRM Average (prior to
January 13, 1993, rates were measured by the BRM National Index, an
average of CD yields in 10 cities).

Yield from May 1990 through February 1995
8% _____ IDS Cash Reserve Certificate
..... Money Market Deposit Account
6% ***** Certificate of Deposit - Three Month

4% Three lines comparing the rates for IDS Cash Reserve
Certificate versus money market deposit accounts and
2% three-month certificates of deposit, with IDS Cash
Reserve's line generally above the other two.
0%
1990 1991 1992 1993 1994 1995

*This graph compares past interest rates offered on IDS Cash
Reserve Certificate to those of 3-month CDs and money market
deposit accounts and should not be considered a prediction of
future performance.

How to invest and withdraw funds

Buying your certificate

Additional investments

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

<PAGE>
PAGE 72

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

Purchase policies

o If you purchase a certificate with a personal check or other
non-guaranteed funds, American Express Financial Corporation
must convert your check to federal funds (e.g., monies of
member banks with the Federal Reserve Bank) before your
purchase will be accepted and you begin earning interest.

o IDSC has complete discretion to determine whether to accept an
application and sell a certificate.

o If you make no investments for a period of at least 12
consecutive months and your principal is less than $1,000, we
may send you a notice of our intent to cancel the certificate.
After the notice, if an investment is not made within 60 days
your certificate will be canceled, and we will send you a
check for its full value.

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

Three ways to make investments
1
By scheduled investment plan

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

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

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

<PAGE>
PAGE 73
2
By mail

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

3
By wire

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

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

Give these instructions:

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

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

o Minimum amounts each wire investment: $1,000

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

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

o Bank wire purchases are not sent until the next business day.

o IDSC, American Express Financial Corporation and its other
subsidiaries are not responsible for any delays that occur in
wiring funds, including delays in processing by the bank.

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

<PAGE>
PAGE 74
Full and partial withdrawals

You may withdraw your certificate for its full value at any time.
If you purchase this certificate for an IRA, 401(k), or other
retirement plan account, early withdrawals or cash payments of
interest taken prematurely may be subject to IRS penalty taxes.

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

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

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

o Interest payments in cash may be sent to you at the end of
each month, quarterly, semiannually or annually.

o Scheduled partial withdrawals may be sent to you monthly,
quarterly, semiannually or annually. The minimum withdrawal
amount is $50.

o Withdrawals before the end of the certificate month will
result in loss of interest on the amount withdrawn. You'll
get the best result by timing a withdrawal at the end of the
certificate month.

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

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

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

When your certificate term ends

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

<PAGE>
PAGE 75
Other full and partial withdrawal policies:

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

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

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

Transfers to other accounts

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

Two ways to request a withdrawal or transfer

1
By phone

Call between 8 a.m. and 6 p.m. your local time:

1-800-437-3133
(612) 671-3800 (Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1630 (Minneapolis/St. Paul area)

o Maximum phone request: $50,000

o Transfers into an American Express Financial Advisors Inc.
account with the same ownership.

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

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

<PAGE>
PAGE 76
2
By mail

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

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

Express mail:
IDS Certificate Company
Client Service Organization
733 Marquette Ave.
Minneapolis, MN 55402

Written requests are required for:

o Transactions over $50,000

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

o Transferring into an American Express Financial Advisors Inc.
account with a different ownership (all current registered
owners must sign the request).

o A telephone withdrawal request will not be allowed within 30
days of a phoned-in address change.

Three ways to receive payment when you withdraw funds

1
By regular or express mail

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

o Payable to name(s) you requested

o For express mail, you will pay charges that vary depending on
the courier you select. For a partial withdrawal leaving a
remaining balance of more than $1,000, these charges will be
deducted from the remaining balance. If the remaining balance
is less than $1,000, or it is a full withdrawal, charges are
deducted from proceeds of the withdrawal.

<PAGE>
PAGE 77
2
By wire

o Minimum wire withdrawal: $500

o Request that money be wired to your bank

o Bank account must be in same ownership as IDSC account

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

o Service fee, if any, is deducted from your balance (for
partial withdrawals) or from the proceeds of a full
withdrawal.

3
Electronic transfer

o Only for preauthorized recurring payments

o No charge

o Deposited electronically in your bank account

o Three to five days from request to first deposit

Retirement plans: special policies

<PAGE>
PAGE 78
o Retirement plan withdrawals may be subject to withdrawal
penalties or loss of interest even if they are not subject to
federal tax penalties.

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

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

Transfer of ownership

For more information

1-800-437-3133
TTY: 1-800-846-4293.

Taxes on your earnings

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

Retirement accounts

<PAGE>
PAGE 79
IDSC will withhold federal income taxes of 10% on IRA withdrawals
unless you tell us not to. IDSC is required to withhold federal
income taxes of 20% on most other qualified plan distributions,
unless the distribution is directly rolled over to another
qualified plan or IRA.

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

Consult your tax advisor to see how these rules apply to you before
you request a distribution from your plan or IRA.

Gifts to minors

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

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

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

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

<PAGE>
PAGE 80
Custodian account of a The minor
minor (Uniform Gifts/
Transfers to Minors Act)

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

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

Sole proprietorship or The owner or partnership
partnership

Corporate The corporation

Association, club or The organization
tax-exempt organization

For details on TIN requirements, ask your financial advisor or
local American Express Financial Advisors Inc. office for Federal
Form W-9, "Request for Taxpayer Identification Number and
Certification."

Foreign investors

Estate tax: If you are a nonresident alien and you die while
owning a certificate, IDSC will need a statement from persons IDSC
believes are knowledgeable about your estate. The statement must
be in a form satisfactory to IDSC and must tell us that, on your
date of death, your estate did not include any property in the
United States for U.S. estate tax purposes. If we do not receive
the statement, we generally will not take action regarding your <PAGE>
PAGE 81
certificate until we receive a transfer certificate from the IRS.
In general, a transfer certificate requires the opening of an
estate in the United States and provides assurance that the IRS
will not claim your IDS certificate to satisfy estate taxes.

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

How your money is used and protected

Invested and guaranteed by IDSC

The IDS Cash Reserve Certificate is issued and guaranteed by IDSC,
a wholly owned subsidiary of 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.

Regulated by government

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

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 <PAGE>
PAGE 82
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:

Net amount
Type of investment invested
Corporate and other bonds 31%
Government agency bonds 27
Preferred stocks 23
Mortgages 9
Municipal bonds 5
Cash and cash equivalents 5

Most of our investments are on deposit with American Express Trust
Company (formerly IDS Bank & Trust), 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

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

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

<PAGE>
PAGE 83
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.

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

<PAGE>
PAGE 84
How your money is managed

Relationship between IDSC and American Express Financial
Corporation

Before IDSC was created, American Express Financial Corporation
(formerly known as IDS Financial Corporation) had issued similar
certificates since 1894. As of Jan. 1, 1995 IDS Financial Services
Inc. became American Express Financial Corporation. 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. American Express Financial Advisors Inc.,
a wholly owned subsidiary of American Express Financial
Corporation, 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 Corporation financial planning services
are comprehensive, beginning with a detailed written analysis
that's tailored to your needs. Your analysis may address one or
all of these six essential areas: financial position, protection
planning, investment planning, income tax planning, retirement
planning and estate planning.

o travel related services (including American Express(trademark) Card and
Travelers Cheque operations through American Express Travel
Related Services Company, Inc. and its subsidiaries), and

o international banking services (through American Express Bank
Ltd. and its subsidiaries).

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.

<PAGE>
PAGE 85
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
o executing purchase and sale orders according to our
policy of obtaining the best price and execution.

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

Included Assets Percentage of Total 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 service
fee.

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.

<PAGE>
PAGE 86
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 sales
function.

Distribution

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

o 0.25% of the initial payment on the issue date of the
certificate, and
o 0.25% of the certificate's reserve at the beginning of the
second and subsequent quarters from issue date. This fee is
not assessed to your certificate account.

Total distribution fees paid to American Express Financial Advisors
Inc. for all series of certificates amounted to $34,534,747 during
the year ended Dec. 31, 1994. We expect to pay American Express
Financial Advisors Inc. distribution fees amounting to $33,700,000
during 1995.

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

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

Employment of other American Express affiliates

American Express Financial Corporation may employ an affiliate of
American Express Company as executing broker for our portfolio
transactions only if:
<PAGE>
PAGE 87
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.

Board of Directors

David R. Hubers*
Age 52
Director since April 1987

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.

<PAGE>
PAGE 88

James A. Mitchell*
Age 54
Director since January 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.

Stuart A. Sedlacek*
Age 37
Director since January 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

Chief financial officer of American Express Financial Corporation
since 1993 and senior vice president, corporate controller and
director of American Express Financial Corporation since 1988.

<PAGE>
PAGE 89

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.

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 officers and directors 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 <PAGE>
PAGE 90
persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion of
the SEC such indemnification is against public policy as expressed
in the Act and is therefore unenforceable.

Auditors

IDS Flexible Savings Certificate - A single payment certificate
that permits additional investments and on which IDSC guarantees
interest in advance for a term of 6, 12, 18, 24, 30 or 36 months.

IDS Future Value Certificate - A single payment certificate on
which IDSC guarantees interest in advance for four, five, six,
seven, eight, nine or ten-year maturity.

IDS Installment Certificate - An installment payment certificate on
which IDSC declares interest in advance for a three-month period
and offers bonuses in the third through sixth years for regular
investments.

IDS Stock Market Certificate - A single payment certificate that
calculates all or part of your interest based on stock market
performance, as measured by a broad market index, with IDSC's
guarantee of return of principal.
<PAGE>
PAGE 91
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c)
IDS INSTALLMENT CERTIFICATE
AND VARIATIONS

Item Caption in
Number Prospectus

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

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

of Prospectus.

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

Item 4. Use of Proceeds. How your money is used 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 How your certificate
Distribution. is managed.

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

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

<PAGE>
PAGE 92
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c) (Continued)

Item Caption in
Number Prospectus

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

<PAGE>
PAGE 93
IDS Installment Certificate

Prospectus
April 26, 1995

Earn attractive rates while you build your savings.

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

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

IDS Certificate Company
IDS Tower 10
Minneapolis, MN
55440-0010
1-800-437-3133 (toll free) or
(612) 671-3800 (Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1630 (Minneapolis/St. Paul area)

<PAGE>
PAGE 94
Where to get information about IDSC

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

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

Initial interest rates

IDSC guarantees a fixed rate of interest for each three-month
period during the life of your certificate. The rate for your
first three months will be within a specified range of the average
rate for bank money market accounts published in the most recent
BANK RATE MONITOR Top 25 Market AverageTM, North Palm Beach, FL
33408, as explained under "About the certificate," below.

Here are the interest rates in effect on the date of this
prospectus, April 26, 1995:

Simple interest rate ____%
Effective annualized yield* ____%
* Assuming monthly compounding.

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

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

<PAGE>
PAGE 95
Contents

Table of contents

About the certificate
Investment amounts p
Face amount and principal p
Value at maturity p
Receiving cash during the term p
Interest p
Rates for new purchases p
Bonus payments p
Calculating your bonus p

How to invest and withdraw funds
Buying your certificate p
Full and partial withdrawals p
Transfers to other accounts p
Retirement plans: special policies p
Withdrawal at death p
Transfer of ownership p
For more information p

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

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

Annual financial information
Summary of selected financial information p
Management's discussion and analysis of
financial condition and results of operations p
Report of independent auditors p

Financial Statements p

Notes to financial statements p
<PAGE>
PAGE 96
About the certificate

Investment amounts

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

Face amount and principal

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

Value at maturity

Your certificate matures 10 years from its issue date. At
maturity, you will receive a check for the value of your
certificate which will be the total of your actual investments,
plus credited interest not paid to you in cash and any bonus
payments, less withdrawals, penalties and fees.

Receiving cash during the term

Interest

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

IDSC declares and guarantees a fixed rate of interest for each
three-month period during the life of your certificate. We
calculate the amount of interest you earn each certificate month
by:<PAGE>
PAGE 97
o applying the interest rate then in effect to your balance
each day

o adding these daily amounts to get a monthly total

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

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

Rates for new purchases

When your application is accepted, you will receive a confirmation
showing the rate that your investment will earn for the first
three-month period. IDSC guarantees that this rate will be within
a range from 25 basis points (0.25%) below to 75 basis points
(0.75%) above the average interest rate for bank money market
deposit accounts then published in the BANK RATE MONITOR Top 25
Market AverageTM (the BRM Average). For example, if the average
rate most recently published is 2.75%, our rate in effect for that
week would be between 2.50 and 3.50%. (Bank money market deposit
accounts are government insured.)

The BANK RATE MONITOR is a weekly magazine published in North Palm
Beach, FL, 33408, by Advertising News Service Inc., an independent
national news organization that collects and disseminates
information about bank products and interest rates. Advertising
News Service Inc. has no connection with IDSC, American Express
Financial Corporation, or any of their affiliates.

The BRM Average is an index of rates and annual effective yields
offered on various length certificates of deposit by large banks
and thrifts in 25 metropolitan areas. The frequency of compounding
varies among the banks and thrifts. Certificates of deposit in the
BRM average are government insured fixed-rate time deposits.

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

1-800-437-3133 or
TTY: 1-800-846-4293.

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

o the rate in effect on the date of your application

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

However, if your application bears a date more than seven days
before its receipt by IDSC, the rate you receive will be the higher
of:

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

o the rate in effect seven days prior to receipt.<PAGE>
PAGE 98
Active or retired American Express employees, IDSC directors,
American Express financial advisors, their immediate families and
any U.S. employee of any affiliated company of IDSC are guaranteed
an initial rate 75 basis points above the rate offered to the
general public, reflecting the lower distribution costs associated
with such sales.

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

We also may offer different rates based on your amount invested,
maturity selected, geographic location and whether the certificate
is purchased for an IRA or a qualified retirement account.

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

Performance: From February 1990 through February 1995, IDSC
Installment certificate yields were generally higher than average
bank money market deposit accounts and Super Now accounts, as
measured by the BRM Average (prior to Jan. 13, 1993, rates were
measured by the BRM National IndexTM, an average of CD yields in 10
cities).

<PAGE>
PAGE 99

Yields from February 1990 through February 1995

____ IDS Installment Certificate
.... Money Market Deposit Account
**** Super Now Account

4% Three lines comparing the yields for IDS Installment
Certificate against those of money market and Super Now
Accounts with Installment's yield generally above the other
two lines.

2%
90 91 92 93 94 95

* The graph compares past yields and should not be considered a
prediction of future performance. The certificate's yields reflect
its former policy, in effect through April 1992, of compounding
interest rates each calendar quarter. Monthly compounding is
reflected from May 1992 through February 1995.

Bonus payments

If you make regular investments over a period of 24 months or more,
IDSC will pay you a monthly bonus. Monthly payments must be made
during the certificate month to qualify for the bonus. Your bonus
will be a percentage of your weighted average monthly investment
(WAMI). This percentage will increase from year three through year
six if you continue to make regular investments:

Minimum Totaling at Over Monthly
number of least this this bonus
monthly minimum time during Percentage
investments amount period period of WAMI*
20 $1,200 years 1-2 year 3 5%
additional 10 600 year 3 year 4 8%
additional 10 600 year 4 year 5 10%
additional 10 600 year 5 year 6 20%

* calculated from issue through the last month of the preceding
period

Bonus payments are credited to your account at the end of each
certificate month. They immediately become part of your balance
and begin to earn interest.

The illustrations below show the cumulative effect of bonus
payments on a hypothetical investment. Suppose you invest $100 per
month, receive interest at a constant rate of 3.21% (an effective
annual yield of 3.25%, assuming a Jan. 1 purchase) and make no
additional lump-sum investments and no withdrawals. (The rate and
yield are for illustration only and may not be in effect when you
purchase your certificate.) Your interest, balance and average
annual yield would increase as follows:
<PAGE>
PAGE 100

Installment Certificate Example

$8,000 *** Amount Paid In
... Interest
--- Bonus

$6,000

$4,000

$2,000 Graph shows the effect of cumulative interest and
bonus earned on an account from zero through 72
months.
6 12 18 24 30 36 42 48 54 60 66 72

<TABLE><CAPTION>
Installment Certificate example

Without bonus Added by bonus Total with bonus

Cumulative Cumulative Balance Cumulative Cumulative Balance Average
investments interest on bonus interest annual
investment on bonus yield*
<S> <C> <C> <C> <C> <C> <C> <C>
1st year end $1,200.00 $ 21.07 $1,221.07 $ 0.00 $ 0.00 $1,221.07 3.25%
2nd year end 2,400.00 81.92 2,481.92 0.00 0.00 2,481.92 3.25
3rd year end 3,600.00 183.84 3,783.84 60.00 1.06 3,844.90 4.31
4th year end 4,800.00 328.18 5,128.18 156.00 4.73 5,288.91 4.79
5th year end 6,000.00 516.31 6,516.31 276.00 12.07 6,804.38 4.97
6th year end 7,200.00 749.66 7,949.66 516.00 25.67 8,491.33 5.42
</TABLE>

* Average from date of issue to end of year indicated.

Important: The increase in yield that you receive from bonus
payments may be more or less than in the example, depending upon
interest rates during the six years following issue of your
certificate. If actual interest rates are higher than in the
example, the effect of the bonus will be less. For example, at a
7.00% interest rate, bonus payments would raise the certificate's
average annual yield from issue through year six by 2.05%, compared
to 2.17% (5.42 - 3.25) in the example. If actual interest rates
are lower than in the example, the increase in the average annual
yield would be somewhat more than 2.17%.

Calculating your bonus

To determine your bonus we:

o first calculate your average monthly investment over the
life of your certificate, weighting it to reflect the
amount of time each dollar has been invested (your<PAGE>
PAGE 101
weighted average monthly investment). Money invested
early is given more weight than money invested later.

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

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

Month Investment X Months held = Weighted value

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

SUM $3,300 300 $38,550

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

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

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

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

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

Effect of partial withdrawals: If you withdraw part of your
principal, you will not receive credit toward a bonus for the
sum(s) you withdraw. The weighted sum of your investments will
decrease in proportion to the amount of principal you withdraw, and
your bonus will be reduced accordingly. Using the example above,
if you withdrew $1,000 before the end of the 24th month, your total
investment would decrease by 30.3%. We would adjust by 30.3%:<PAGE>
PAGE 102
o the weighted sum of your investments, from $38,550 to
$26,869

o your weighted average monthly investment, to $89.56
($26,869 (divided by) 300), and

o your third-year bonus to $4.48 per month (5% of $89.56),
or $53.76 for the year.

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

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

Interest rate from years seven through 10: From year seven until
your certificate matures, you will receive interest rates
comparable to a one-year fixed-rate investment. A rate will be
declared during the 72nd month and guaranteed for a three-month
period starting in the 73rd month. Thereafter, the rate will be
declared every three months and guaranteed for three-month periods.

How to invest and withdraw funds

Buying your certificate

Your American Express financial advisor will help you fill out and
submit an application to open an account with us and purchase a
certificate. We will process the application at our corporate
offices in Minneapolis. When your application is accepted, you
will receive a confirmation of your purchase, indicating your
account number and showing the rate of interest for your first
three months, as described under "Rates for new purchases," above.
See "Purchase policies" below.
<PAGE>
PAGE 103
Important: When opening an account, you must provide IDSC with your
correct Taxpayer Identification Number (Social Security or Employer
Identification Number). See "Taxes on your earnings."

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

Purchase policies:

o IDSC has the authority to determine whether to accept an
application and sell a certificate.

o If you make no investments for a period of at least 12
consecutive months and your principal is less than $100, we
may send you a notice of our intent to cancel the certificate.
After the notice, if an investment is not made within 60 days,
your certificate will be canceled, and we will send you a
check for its full value.

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

Two ways to make monthly investments
<TABLE><CAPTION>
<S> <C> <C>
1 Contact your financial advisor To cancel a bank
By scheduled to set up one of the following authorization, you must
investment scheduled plans: instruct IDSC in
plan writing or over the phone.
We must receive notice at
- bank authorization (automatic least three business
deduction from your bank days before the date
account) funds would normally
be withdrawn
- automatic payroll deduction from your bank account.
Bank authorizations will
- direct deposit of Social automatically be stopped
Security check at maturity or full
withdrawal.
- other plan approved by
IDSC<PAGE>
PAGE 104
2
By mail

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

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

o Full and partial withdrawals of principal in the first
three years are subject to penalties, described below.

o You may not make a partial withdrawal if it would reduce
your certificate balance to less than $250. If you
request such a withdrawal, we will contact you for
revised instructions.

o As noted earlier, withdrawals during the first six years
will affect the amount of your bonus payments and may
make you ineligible for a bonus. See "Bonus payments."

Penalties for early withdrawal: If you withdraw money within three
years after the certificate was purchased, you will pay a penalty
of 2% of the principal withdrawn. (The 2% penalty is waived upon
death of the certificate holder, or if it is for an IRA and you
have reached age 70 1/2. See "Retirement plans: special policies"
below for additional exceptions.)

When you request a full or partial withdrawal, we pay the amount
you request:

o first from interest and bonus payments credited to your
account

o then from the principal of your certificate.

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

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

If you request a $1,000 check, we would withdraw funds in this
order:<PAGE>
PAGE 105
Credited interest and bonus $ 488.61
Withdrawal of principal $ 511.39
Total requested withdrawal $1,000.00

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

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

The total transaction would be:

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

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

Other full and partial withdrawal policies:

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

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

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

Transfers to other accounts

You may transfer part or all of your certificate to any other IDSC
certificate or into another existing American Express Financial
Advisors Inc. account that has the same ownership (subject to any
terms and conditions that may apply). <PAGE>
PAGE 106
Two ways to request a withdrawal or transfer

1
By phone

Call between 8 a.m. and 6 p.m. your local time:

1-800-437-3133 (toll free) or
(612) 671-3800 (Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1630 (Minneapolis/St. Paul area)

o Maximum phone request: $50,000

o Transferring into an American Express Financial Advisors Inc.
account with the same ownership.

o A telephone withdrawal request will not be allowed within 30
days of a phoned-in address change.

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

2
By mail

Written requests are required for:

o Transactions over $50,000.

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

o Transfers to another American Express Financial Advisors
Inc. account with different ownership. (All current
registered owners must sign the request.)

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

Regular mail:
IDS Certificate Company
Client Service Organization
IDS Tower 10
Minneapolis, MN
55440-0010<PAGE>
PAGE 107
Express mail:
IDS Certificate Company
Client Service Organization
733 Marquette Ave.
Minneapolis, MN 55402

Three ways to receive payment when you withdraw funds

1
By regular or
express mail

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

o Payable to name(s) you requested

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

2
By wire

o Minimum wire withdrawal: $500

o Request that money be wired to your bank.

o Bank account must be in same ownership as American
Express Financial Advisors Inc. account.

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

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

3
Electronic transfer

o Only for preauthorized, recurring payments

o No charge

o Deposited electronically in your bank account

o Three to five days from request to first deposit<PAGE>
PAGE 108
Retirement plans: special policies

o If your certificate is held in a Custodial Retirement Plan (or
Keogh plan), special rules may apply at maturity. If no other
investment instructions are provided directing how to handle
your certificate at maturity, full value of the certificate
will automatically transfer to a new or existing cash
management account according to the rules outlined in the
Custodial Retirement Plan document.

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

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

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

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

Withdrawal at death

If a certificate is surrendered upon the client's death, any
applicable surrender charge will be waived. In addition, if an IRA
termination fee is applicable, it will also be waived.

Transfer of ownership

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

1-800-437-3133 or
TTY: 1-800-846-4293.

Taxes on your earnings

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

Retirement accounts

If you are using the certificate as an investment for an IRA,
401(k) plan account or other qualified retirement plan account,
income tax rules for your IRA or qualified plan apply. Generally,
you will pay no income taxes on your investment's earnings -- and,
in many cases, on part or all of the investment itself -- until you
begin to make withdrawals.

Consult your tax advisor to see how these rules apply to you before
you request a distribution from your plan or IRA.

Gifts to minors

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

Your Taxpayer Identification Number (TIN) and backup withholding:
As with any financial account you open, you must list your current
and correct Taxpayer Identification Number (TIN) -- either your<PAGE>
PAGE 110
Social Security or Employer Identification Number. The TIN must be
certified under penalties of perjury on your application when you
open an account with IDSC.

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

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

o criminal penalties for falsifying information.

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

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

How to determine the correct TIN

For this type of account:

Individual or joint account

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

A living trust

An irrevocable trust,
pension trust or estate

Sole proprietorship
or partnership

Corporate

Association, club or
tax-exempt organization

Use the Social Security or
Employer Identification Number of:

The individual or first person listed on the account

The minor

The grantor-trustee
(the person who puts the money into the trust)<PAGE>
PAGE 111
The legal entity
(not the personal representative or trustee, unless no legal entity
is designated in the account title)

The owner or partnership

The corporation

The organization

For details on TIN requirements, ask your American Express
financial advisor or local American Express Financial Advisors
office for Federal Form W-9, Request for Taxpayer Identification
Number and Certification.

Foreign investors

If you are not a citizen or resident of the United States, you must
supply IDSC with Form W-8, Certificate of Foreign Status when you
purchase your certificate, and you must resupply it every three
years. You must also supply both a current mailing address and an
address of foreign residency, if different. IDSC will not accept
purchases of certificates by nonresident aliens without an
appropriately certified Form W-8 (or approved substitute). Also,
if you do not supply Form W-8 you will be subject to backup
withholding on interest payments and withdrawals.

Invested and guaranteed by IDSC

The IDS Installment 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.

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

Regulated by government

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

Backed by our investments

Our investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1994:<PAGE>
PAGE 113
Type of investment Net amount invested

Corporate and other bonds 31%
Government agency bonds 27
Preferred stocks 23
Mortgages 9
Municipal bonds 5
Cash and cash equivalents 5

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

Most of our investments are on deposit with 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.

Real estate: We may invest directly in real estate, though we have
not generally done so in the past. We do invest in mortgage loans.<PAGE>
PAGE 114
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.

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 money is managed

Relationship between IDSC and American Express Financial
Corporation

Before IDSC was created, American Express Financial Corporation
(formerly known as IDS Financial Corporation) our parent company
and organizer, had issued similar certificates since 1894. As of
Jan. 1, 1995, IDS Financial Corporation changed its name to
American Express Financial Corporation. IDSC, IDS, and now
American Express Financial Corporation have never failed to meet
their certificate payments.
<PAGE>
PAGE 115
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. American Express Financial Advisors Inc.,
a wholly owned subsidiary of American Express Financial
Corporation, provides a broad range of financial planning services
for individuals and businesses through its nationwide network of
more than 175 offices and more than 7800 financial advisors.
American Express Financial Corporation's financial planning
services are comprehensive, beginning with a detailed written
analysis that's tailored to your needs. Your analysis may address
one or all of these six essential areas: financial position,
protection planning, investment planning, income tax planning,
retirement planning and estate planning.

o travel related services (including American ExpressR Card and
Travelers Cheque operations through American Express Travel
Related Services Company, Inc. and its subsidiaries), and

o international banking services (through American Express Bank
Ltd. and its subsidiaries).

Capital structure and certificates issued

American Express Financial Corporation has authorized, issued and
has outstanding 150,000 shares of common stock, par value of $10
per share. American Express Company 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

<PAGE>
PAGE 116
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 Advisors Inc. 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:

Included assets Percentage of total 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 a service fee.

Advisory and services fees for past three years:

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,

<PAGE>
PAGE 117
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 sales
function.

Distribution

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

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

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

This fee is not assessed to your certificate account.

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

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

Employment of other American Express affiliates

American Express Financial Corporation may employ an affiliate of
American Express Company 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.
<PAGE>
PAGE 118
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.

Board of directors

David R. Hubers*
Age 52. Director since April 1987

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

Harrison Randolph
Age 79. Director since 1968<PAGE>
PAGE 119
Gordon H. Ritz
Age 67. Director since 1968

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

Stuart A. Sedlacek*
Age 37. Director since January 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

Chief financial officer of American Express Financial Corporation
since 1993 and senior vice president, corporate controller and
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.

<PAGE>
PAGE 120
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.

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

Auditors

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 Company,
the parent company of American Express Financial Corporation and
IDSC. <PAGE>
PAGE 121
Other certificates issued by IDSC: Your American Express financial
advisor can give you more information on four other certificates
issued by IDSC. These certificates offer a wide range of
investment terms and features.

IDS Cash Reserve Certificate - A single payment certificate that
permits additional investments on which IDSC guarantees interest in
advance for a three-month term.

IDS Flexible Savings Certificate - A single payment certificate
that permits additional investments on which IDSC guarantees
interest in advance for a term of 6, 12, 18, 24, 30 or 36 months.

IDS Future Value Certificate - A single payment certificate on
which IDSC guarantees interest in advance for four, five, six,
seven, eight, nine or ten-year maturity.

IDS Stock Market Certificate - A single payment certificate that
calculates all or part of your interest based on stock market
performance, as measured by a broad market index, with IDSC's
guarantee of return of principal.
<PAGE>
PAGE 122
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c)
IDS FUTURE VALUE CERTIFICATE
AND VARIATIONS

Item Caption in
Number Prospectus

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

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

of Prospectus.

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

Item 4. Use of Proceeds. How your money is used 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 How your certificate
Distribution. is managed.

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

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

<PAGE>
PAGE 123
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c) (Continued)

Item Caption in
Number Prospectus

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

<PAGE>
PAGE 124
IDS Future Value Certificate

Prospectus April 26, 1995

Earn attractive rates with an assured amount at the maturity date
you select

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

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

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

1-800-437-3133 (toll free) or
(612) 671-3800 (Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1630 (Minneapolis/St. Paul area)

An American Express company
<PAGE>
PAGE 125
Where to get information about IDSC

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

Initial interest rates

IDSC guarantees for the maturity you choose:

o A fixed rate of interest

o This rate will be within a specified range of the average of
5-year certificates of deposit as published in the most recent
BANK RATE MONITOR Top 25 Market AverageTM, North Palm Beach,
FL, 33408, as explained under "About the Certificate."

Here are the interest rates in effect on the date of this
prospectus, April 26, 1995:

Future Value
of $1.00
Simple Effective invested today
interest annualized payable at
Maturity rate* yield** maturity
_________________________________________________________________
4 year
5 year
6 year
7 year
8 year
9 year
10 year
__________________________________________________________________

*This is the rate in effect for investments under $25,000. Rates
may depend on the factors described in "Rates for new purchases"
under "About the certificate."
**Assuming monthly compounding.
<PAGE>
PAGE 126
These rates may or may not be in effect when you apply to purchase
your certificate. Rates for later periods are set at the
discretion of IDSC and may also differ from the rates shown here.
This investment is intended to be held to maturity. We reserve the
right to issue other securities with different terms.<PAGE>
PAGE 127

Contents

Table of contents

About the certificate
Investment amounts....................................... p
Maturities............................................... p
Face amount and future value............................. p
Value at maturity........................................ p
Receiving cash before maturity........................... p
Interest................................................. p
Rates for new purchases.................................. p

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

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

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

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

Annual financial information
Summary of selected financial information................ p
Management's discussion and analysis of
financial condition and results of operations
Report of independent auditors

Financial statements

Notes to financial statements

<PAGE>
PAGE 128
About the certificate

Investment amounts

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

Maturities

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

Face amount and future value

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

Value at maturity

When your certificate matures, you will receive a check for the
value of your certificate, which is the future value less any
withdrawal, discounts or fees.

Receiving cash before maturity

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

<PAGE>
PAGE 129
Interest

Your certificate accrues interest from the issue date. Interest is
compounded at the end of each certificate month on the monthly
anniversary of the issue date. Interest is credited to your
certificate at maturity. We calculate the amount of interest you
earn each certificate month by applying the interest rate on your
certificate to your balance each day and adding these daily amounts
to get a monthly total. Interest is calculated on a 30-day month
and 360-day year basis.

Promotions and pricing flexibility: From time to time, IDSC may
sponsor or participate in promotions involving one or more of the
certificates and their respective terms. For example, we may offer
different rates to new clients, to existing clients, or to
individuals who purchase or use other products or services offered
by American Express Financial Corporation or its subsidiaries.
These promotions will generally be for a specified period of time.
We also may offer different rates based on your amount invested,
maturity selected, geographic location and whether the certificate
is purchased for an IRA or a qualified retirement account. These
rates for new purchases will always be within the 1% range of rates
described below.

Rates for new purchases

When your application is accepted, you will receive a confirmation
of your purchase showing the rate that your investment will earn.
This rate will not be changed during the term of your certificate.
The certificate rate will be determined using the BANK RATE MONITOR
Top 25 Market AverageTM (the BRM Average) rate for 5-year
certificates of deposit (the Index).

For deposits of less than $25,000, the following rates will be
guaranteed:

In the case of the 4-year certificate, IDSC guarantees that the
rate will be from 30 basis points (0.30%) below to 70 basis points
(0.70%) above the index.

In the case of the 5-year certificate, IDSC guarantees that the
rate will be from 20 basis points below to 80 basis points above
the index.

In the case of the 6-year certificate, IDSC guarantees that the
rate will be from 10 basis points below to 90 basis points above
the index.

In the case of the 7-year certificate, IDSC guarantees that the
rate will be from 10 basis points below to 90 basis points above
the index.<PAGE>
PAGE 130
In the case of the 8-year certificate, IDSC guarantees that the
rate will be from 10 basis points below to 90 basis points above
the index.

In the case of the 9-year certificate, IDSC guarantees that the
rate will be from 10 basis points below to 90 basis points above
the index.

In the case of the 10-year certificate, IDSC guarantees that the
rate will be from 10 basis points below to 90 basis points above
the index.

For example, if the index published in the prior week for 5-year
certificates of deposit is 6.50%, the rate on the 7-year maturity
certificate for a deposit under $25,000, would be between 6.40% and
7.40%.

For deposits of $25,000 or more IDSC guarantees that the rate will
be within ranges that are 20 basis points higher than the
respective ranges described above. For example, in the case of the
10-year certificate, IDSC guarantees that the rate will be within
10-110 basis points above the index.

The BANK RATE MONITOR is available in your local library. To
obtain information on current BRM Average rates call the Client
Service Organization between 8 a.m. to 6 p.m. your local time at

1-800-437-3133 or
TTY: 1-800-846-4293

Rates for new purchases are reviewed and may change weekly. Rates
for new purchases currently take effect on Wednesday and are within
the range of rates described above in the BRM Average, published on
Monday of the same week. Normally, the rate you receive for your
chosen maturity will be the higher of:

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

However, if your application bears a date more than seven days
before its receipt by IDSC, the rate you receive will be the higher
of:

o the rate in effect on the date your application is
accepted by IDSC<PAGE>
PAGE 131
o the rate in effect seven days before receipt.

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

Performance: From February 1990 through February 1995, IDS Future
Value Certificate yields for a 5-year term were higher than average
5-year bank and thrift certificate of deposit yields as measured by
the BRM Average (prior to January 13, 1993, rates were measured by
the BRM National IndexTM, an average of CD yields in 10 cities).

Yields from February 1990 through February 1995

8%
____IDS Future Value Certificate
****Certificates of Deposit
6%

4% Two lines comparing the yields for IDS Future Value
Certificate against that of a Certificate of Deposit
with Future Value's yield generally above the other
line.
2%

90 91 92 93 94 95

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

How to invest and withdraw funds

Buying your certificate

Your American Express financial advisor will help you fill out and
submit an application to open an account with us and purchase a
certificate. We will process the application at our corporate
offices in Minneapolis. When your application is accepted, you
will receive a confirmation of your purchase showing the date of
issue, verifying the maturity you selected, the applicable rate of
interest as described under "Rates for new purchases," and the
future value of your certificate. See "Purchase policies" below.

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

<PAGE>
PAGE 132
Purchase policies

o IDSC has the authority to determine whether to accept an
application and sell a certificate.

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

Two ways to invest

1
By mail

Send your check along with your application to:

2
By wire

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

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

Give these instructions:

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

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

o Minimum amount you may wire: $1000

<PAGE>
PAGE 133
o Wire orders can be accepted only on days when your bank,
American Express Financial Corporation, IDSC and Norwest Bank
Minneapolis are open for business.

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

o IDSC, American Express Financial Corporation and its other
subsidiaries are not responsible for any delays that occur in
wiring funds, including delays in processing by the bank.

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

Full and partial withdrawals

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

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

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

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

Return of principal: You will always receive an amount no less
than your original investment (the "face amount") and no more than
your face amount plus accrued interest. This is still true of the
total amount you will receive even if you make a series of partial
withdrawals.

Discount rate: If you request a full or partial withdrawal, the
amount you receive will be calculated by discounting your
certificate's future value at maturity over the time remaining
until it would have matured. The discount rate for each term
during a given period is 50 basis points (0.50%) higher than the
rate in effect for new deposits for the same term during that
period. The discount rate will differ for certificates purchased
by active or retired American Express Financial Corporation
employees, IDSC's directors, American Express financial advisors,
their immediate families and any U.S. employee of any affiliated
company of IDSC.

We use the future value (principal and interest through maturity)
as the starting point in the calculation. Using a discount rate
that is a function of new business rates at the time of the<PAGE>
PAGE 134
withdrawal, we discount this future value on a monthly basis for
the number of months remaining to maturity. If the result is lower
than principal, you will receive principal; if the discounted
amount is more than principal and accrued interest for the time
completed, you will receive principal and accrued interest only.
You can calculate the surrender value on a calculator using the
present value function using the following assumptions:

Calculator Value Certificate Value
Future value Future (maturity) value
Interest Discount rate divided by 12
Periods Number of months remaining

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

Examples:

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

The face amount will be $10,000. Maturity is 10 years. Interest
rate is 6.50%, and the yield is 6.69%. The future value payable at
maturity is $19,122. The withdrawal will occur in year six. The
face amount plus accrued interest in year six is $14,754.

The following chart shows the withdrawal values in year six,
assuming discount rates of 5.5%, 7.0%, and 9.5%. The examples
assume the withdrawal occurs in year six.

*Note that in this scenario, if you withdraw from your certificate
in any year and the discount rate is at 5.5%, you will receive the
face amount plus accrued interest.

The following table provides information for a withdrawal in year
six:

__________________________________________________________________
Rate Environment Discount Rate Withdrawal Value
Interest rates generally 7.0% $14,464
unchanged from time of ($19,122 discounted at
purchase 7.0% for the four
years remaining until
maturity)

Interest rates are higher 9.5% $13,096
at withdrawal than when ($19,122 discounted at
purchased 9.5% for the four
years remaining until
maturity)

Interest rates are lower 5.5% $14,754
at withdrawal than when (The amount you
purchased receive is equal to
your face amount plus
accrued interest)
___________________________________________________________________<PAGE>
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In the above examples, you would never receive less than your
$10,000 original investment or more than $14,754, which is the face
amount plus accrued interest.

Because the discount rate can change periodically, the withdrawal
value of your account changes periodically as well. Should an
emergency arise and you need to know your withdrawal value, it is
readily available by contacting your American Express financial
advisor or calling IDSC toll free at 1-800-437-3133.

Other full and partial withdrawal policies:

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

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

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

Two ways to request a withdrawal

1
By phone

Call between 8 a.m. and 6 p.m. your local time:

1-800-437-3133 (toll free) or
(612) 671-3800 (Minneapolis/St. Paul area)

TTY numbers:
1-800-846-4293 (toll free) or
(612) 671-1630 (Minneapolis/St. Paul area)

o Maximum phone request: $50,000

o A telephone withdrawal request will not be allowed within 30
days of a phoned-in address change.

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

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

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2
By mail

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

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

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

Written requests are required for:

o Transactions over $50,000

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

Two ways to receive payment when you withdraw funds

1
By regular or express mail

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

o Payable to name(s) you requested

2
By wire

o Minimum wire withdrawal: $500

o Request that money be wired to your bank

o Bank account must be in same ownership as IDSC's account

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

o A service fee, if any, may be deducted from your balance (for
partial withdrawals) or from the proceeds of a full
withdrawal.<PAGE>
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Retirement plans: special policies

o If the certificate is purchased for a 401(k) plan or other
qualified retirement plan account, the terms and conditions of
the certificate apply to the plan as the holder of this
certificate. However, the terms of the plan, as interpreted
by the plan trustee or administrator, will determine how a
participant's individual account under the plan is
administered. These terms may differ from the terms of the
certificate.

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

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

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

Transfer of ownership

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

For more information

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

1-800-437-3133 or
TTY: 1-800-846-4293.

Taxes on your earnings

Interest that has been compounded on your account at the end of
each year is taxable each year. Each calendar year we provide the
certificate account owner and the IRS with reports of all earnings
over $10 (Form 1099). Withdrawals are reported to the certificate
owner and the IRS on Form 1099-B, Proceeds from Broker
Transactions.

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Retirement accounts

If your certificate is held in a Custodial Retirement Plan (or
Keogh plan), special rules may apply at maturity. If no other
investment instructions are provided directing how to handle your
certificate at maturity, the full value of the certificate will
automatically transfer to a new or existing cash management account
according to the rules outlined in the Custodial Retirement Plan
document.

Consult your tax advisor to see how these rules apply to you before
you request a distribution from your plan or IRA.

Gifts to minors

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

o a $50 penalty for each failure to supply your correct TIN
o a civil penalty of $500 if you make a false statement that
results in no backup withholding
o criminal penalties for falsifying information.
<PAGE>
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You could also be subject to backup withholding because you failed
to report interest on your tax return as required.

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

How to determine the correct TIN:

Use the Social Security or
For this type of account Employer Identification Number of
Individual or joint The individual or first person
listed on the account

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

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

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

Sole proprietorship or The owner or partnership
partnership

Corporate The corporation

Association, club or The organization
tax-exempt organization

For details on TIN requirements, ask your financial advisor or
local American Express Financial Corporation office for Federal
Form W-9, Request for Taxpayer Identification Number and
Certification.

Foreign investors

If you are not a citizen or resident of the United States, you must
supply IDSC with Form W-8, Certificate of Foreign Status when you
purchase your certificate, and you must resupply it every three
years. You must also supply both a current mailing address and an
address of foreign residency, if different. IDSC will not accept
purchases of certificates by nonresident aliens without an
appropriately certified Form W-8 (or approved substitute). Also,
if you do not supply Form W-8 you will be subject to backup
withholding on interest payments and withdrawals.

Interest paid on the certificate is "portfolio interest" as defined
in U.S. Internal Revenue Code Section 871(h) if earned by a
nonresident alien. Even though your interest income is not taxed
by the U.S. government, it will be reported at year end to you and
to the U.S. government on a Form 1042S, Foreign Person's U.S.
Source Income Subject to Withholding. The United States
participates in various tax treaties with foreign countries, which
provide for sharing of tax information.<PAGE>
PAGE 140
Estate tax: If you are a nonresident alien and you die while
owning a certificate, IDSC will need a statement from persons IDSC
believes are knowledgeable about your estate. The statement must
be in a form satisfactory to IDSC and must tell us that, on your
date of death, your estate did not include any property in the
United States for U.S. estate tax purposes. If we do not receive
the statement, we generally will not take action regarding your
certificate until we receive a transfer certificate from the IRS.
In general, a transfer certificate requires the opening of an
estate in the United States and provides assurance that the IRS
will not claim your certificate to satisfy estate taxes.

How your money is used and protected

Invested and guaranteed by IDSC

The IDS Future Value 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.

Regulated by government

Because the IDS Future Value Certificate is a security, its offer
and sale are subject to regulation under federal and state<PAGE>
PAGE 141
securities laws. (It is a face-amount certificate -- not a bank
product, an equity investment, a form of life insurance or an
investment trust.)

Backed by our investments

Our investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1994:

Type of investment Net amount invested

Corporate and other bonds 31%
Government agency bonds 27
Preferred stocks 23
Mortgages 9
Municipal bonds 5
Cash and cash equivalents 5

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.<PAGE>
PAGE 142
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.

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.

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.

<PAGE>
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How your money is managed

Relationship between IDSC and American Express Financial
Corporation

o travel related services (including American Express (trademark) Card and
Travelers Cheque operations through American Express Travel
Related Services Company, Inc. and its subsidiaries), and

o international banking services (through American Express Bank
Ltd. and its subsidiaries).

Capital structure and certificates issued

<PAGE>
PAGE 144

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.

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:

Included assets Percentage of total 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 service
fee.

Advisory and services fees for the past three years:

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:
<PAGE>
PAGE 145
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 owner accounts), and
o expenses of customer settlements not attributable to sales
function.

Distribution

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

See Note 1 to financial statements regarding deferral of
distribution fee expense.

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

Employment of other American Express affiliates
American Express Financial Corporation may employ an affiliate of
American Express Company as executing broker for our portfolio
transactions only if:

<PAGE>
PAGE 146
Directors and officers

American Express Financial Corporation'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.

Board of Directors

David R. Hubers*
Age 52. Director since April 1987

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 53. Director since January 1994

Harrison Randolph
Age 79. Director since 1968
<PAGE>
PAGE 147
Gordon H. Ritz
Age 67. Director since 1968

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

Stuart A. Sedlacek*
Age 37. Director since January 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

Chief financial officer of American Express Financial Corporation
since 1993 and senior vice president, corporate controller and
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.
<PAGE>
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Lorraine R. Hart
Age 43. Vice president-investments since February 1994.