IDS CERTIFICATE CO /MN/, POS AM, 1996-04-19

IDS CERTIFICATE CO /MN/
POS AM, 1996-04-19

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<PAGE>
PAGE 1
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM S-1

POST-EFFECTIVE AMENDMENT NUMBER 17 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, 1996.

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

Item Caption in
Number Prospectus
<S> <C>
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;
Item 5. Determination of Not Applicable.
Offering Price.

Item 6. Dilution. Not Applicable.

Item 7. Selling Security Not Applicable.
Holders.

Item 8. Plan of Distribution.
Distribution.

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

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 About the certificate; How to Invest
Respect to the Registrant. and Withdraw Funds; Invested and guaranteed by
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.
</TABLE>
<PAGE>
PAGE 5
IDS Flexible Savings Certificate
Prospectus - April 24, 1996

Earn competitive rates guaranteed by IDS Certificate Company 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 24, 1996:

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
Two ways to request a withdrawal or transfer p
Three ways to receive payment when you withdraw funds 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
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.

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 "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, and

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 and we have received your initial
investment, we will send you 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 4.80% our rates in effect
for that week for 36-month terms would be between 4.80% and 5.80%
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 (AEFC), American Express Financial Advisors
Inc., or another subsidiary of AEFC. AEFC will select persons to
receive the coupon based on a business strategy to build
relationships with new clients in selected market segments who AEFC
believes meet threshold requirements for such factors as household<PAGE>
PAGE 11
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 two
different BRM Averages have the closest maturities, we will 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. IDSC may
limit the offering of these certificates to persons with
characteristics like those described above for special promotional
coupons or to circumstances like those described under "Promotions
and pricing flexibility."

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, AEFC 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 at the telephone numbers listed on the back
cover between 8 a.m. and 6 p.m. your local time.

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, or
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, or
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
AEFC 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 AEFC or its subsidiaries.

We also may offer different rates based on your amount invested,
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.

Performance: From February 1991 through February 1996, IDS
Flexible Savings Certificate one year yields were generally higher
than average bank and thrift one year certificate of deposit yields<PAGE>
PAGE 13
and Super NOW accounts, as measured by the BRM Average (prior to
Jan. 13, 1993, yields were measured by the BRM National IndexTM, an
average of CD yields in 10 cities).

Yields from February 1991 through February 1996

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

91 92 93 94 95 96

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"). Investments added to your certificate
during the grace period will increase the principal balance for
purposes of the 25% add-on feature described below and the 10%
withdrawal feature described under "Full and partial withdrawals."
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. These 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 <PAGE>
PAGE 14
increases the principal of your certificate so that your
certificate's principal has exceeded a break point for a higher
interest rate, the certificate will earn this higher interest rate
for the remainder of the term, from the date the additional
investment is accepted.

How to invest and withdraw funds

Buying your certificate

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

Purchase policies

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

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, AEFC will wait one day for the process
of converting 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.

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

1
By mail

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

Regular mail:
American Express Financial Advisors Inc.
Client Service Organization
IDS Tower 10
Minneapolis, MN 55440-0010

Express mail:
American Express Financial Advisors Inc.
Client Service Organization
733 Marquette Ave.
Minneapolis, MN 55440-0010

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, AEFC,
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, AEFC 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 16
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. 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 If your withdrawal request is received in the Minneapolis
headquarters on a business day before 3 p.m. Central time, it
will be processed that day and payment will be sent the next
business day. Otherwise, your request will be processed one
business day later.

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

o Interest payments in cash may be sent to you at the end of
each certificate month, quarter, or on a semiannual or annual
basis.

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.

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.

<PAGE>
PAGE 17
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.

The 2% penalty is also 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" for additional penalty
policies.

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
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
<PAGE>
PAGE 18
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 the 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.

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.

<PAGE>
PAGE 19
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

o Call the Client Service Organization at the telephone numbers
listed on the back cover between 8 a.m. and 6 p.m. your local
time.

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 it is.
This includes asking identifying questions and tape recording
telephone calls. So long as reasonable procedures are
followed, neither IDSC nor AEFC 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.

2
By mail

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

Regular mail:
American Express Financial Advisors Inc.
Client Service Organization
IDS Tower 10
Minneapolis MN 55440-0010

Express mail:
American Express Financial Advisors Inc.
Client Service Organization
733 Marquette Avenue
Minneapolis MN 55402

<PAGE>
PAGE 20
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 a charge that will vary
depending on the courier you select. We will deduct the
courier charge from your remaining certificate balance
provided that balance would not be less than $1,000. If the
balance would be less than $1,000, the charge is deducted from
the proceeds of the withdrawal.

2
By wire

o Minimum wire withdrawal: $1,000

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

3
By electronic transfer

o Available only for pre-authorized scheduled partial
withdrawals and other full or partial withdrawals

o No charge

o Deposited electronically in your bank account

o Allow two to five business days from request to deposit.
<PAGE>
PAGE 21
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.

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.

<PAGE>
PAGE 22
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 the Client Service Organization at the number listed on the
back cover.

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.

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 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

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.
<PAGE>
PAGE 23
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 individuals
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 The owner

Partnership The 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.
<PAGE>
PAGE 24
Foreign investors

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

Estate tax: If you are a nonresident alien and you die while
owning a certificate, then, depending on the circumstances IDSC, at
a minimum, 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. In other cases, we generally will not
take action regarding your certificate until we receive a transfer
certificate from the IRS or evidence satisfactory to IDSC that the
estate is being administered by an executor or administrator
appointed, qualified and acting within the United States.

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.

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 AEFC. We are by far the largest
issuer of face amount certificates in the United States, with total
assets of more than $3.9 billion and a net worth in excess of $250
million on Dec. 31, 1995.

<PAGE>
PAGE 25
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 owners

o various expenses, including taxes, fees to AEFC 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, 1995, the
amortized cost of these investments exceeded the required carrying
value of our outstanding certificates by more than $129 million.

Backed by our investments

Our investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1995:

Type of investment Net amount invested

Government agency bonds 38%
Corporate and other bonds 34%
Preferred stocks 17%
Mortgages 6%
Municipal bonds 3%
Cash and cash equivalents 2%
<PAGE>
PAGE 26
More than 96% 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. AEFC is
a wholly owned subsidiary of American Express Company. Copies of
our Dec. 31, 1995 schedule of Investments in Securities of
Unaffiliated Issuers are available upon request. For comments
regarding the valuation, carrying values and unrealized
appreciation (depreciation) of investment securities, see Notes 1,
2 and 3 to the financial statements.

Investment policies

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

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

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

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

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

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

Lending securities-
We may lend some of our securities to broker-dealers and receive
cash equal to the market value of the securities as collateral. We
invest this cash in short-term securities. If the market value of
the securities goes up, the borrower pays us additional cash.
During the course of the loan, the borrower makes cash payments to<PAGE>
PAGE 27
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
or more 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.
When-issued securities are subject to market fluctuations and they
may affect IDSC's investment portfolio the same as owned
securities.

Illiquid securities-
A security is illiquid if it cannot be sold in the normal course of
business within seven days at approximately its current market
value. Some investments cannot be resold to the U.S. public
because of their terms or government regulations. All securities,
however can be sold in private sales, and many may be sold to other
institutions and qualified buyers or on foreign markets. IDSC's
investment advisor will follow guidelines established by the board
and consider relevant factors such as the nature of the security
and the number of likely buyers when determining whether a security
is illiquid. No more than 15% of IDSC's investment portfolio will
be held in securities that are illiquid. In valuing its investment
portfolio to determine this 15% limit, IDSC will use statutory
accounting under an SEC order. This means that, for this purpose,
the portfolio will be valued in accordance with applicable
Minnesota law governing investments of life insurance companies,
rather than generally accepted accounting principles.

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 <PAGE>
PAGE 28
IDSC was originally organized as Investors Syndicate of America,
Inc., a Minnesota corporation, on Oct. 15, 1940, and began business
as an issuer of face amount investment certificates on Jan. 1,
1941. The company became a Delaware corporation on Dec. 31, 1977,
and changed its name to IDS Certificate Company on April 2, 1984.

Before IDSC was created, AEFC (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 AEFC. IDSC, IDS Financial
Corporation and now AEFC have never failed to meet their
certificate payments.

During its many years in operation, AEFC has become a leading
manager of investments in mortgages and securities. As of Dec. 31,
1995, AEFC managed investments, including its own, of more than
$129 billion. American Express Financial Advisors Inc., a wholly
owned subsidiary of AEFC, 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.

AEFC 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. AEFC owns all of the
outstanding shares.

As of Dec. 31, 1995, IDSC had issued (in face amount)
$13,074,792,382 of installment certificates and $14,769,642,620 of
single payment certificates. <PAGE>
PAGE 29
Investment management and services

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

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

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

For its services, we pay AEFC 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

1995 $16,472,458 0.50%
1994 $13,565,432 0.51
1993 $15,036,091 0.50

Estimated advisory and services fees for 1996 are $19,152,000.

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 AEFC,<PAGE>
PAGE 30
o fees and expenses of our directors who are not officers or
employees of AEFC,
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 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 $35,120,612 during
the year ended Dec. 31, 1995. We expect to pay American Express
Financial Advisors Inc. distribution fees amounting to $39,384,000
during 1996.

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

AEFC 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 31
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 $40,000 during 1995 to directors not employed by
AEFC.

Board of directors

David R. Hubers*
Born in 1943. Director since 1987.
President and chief executive officer of AEFC since 1993. Senior
vice president and chief financial officer of AEFC from 1984 to
1993.

Charles W. Johnson
Born in 1929. Director since 1989.
Director, Communications Holdings, Inc. Former vice president and
group executive, Industrial Systems, with Honeywell, Inc. Retired
1989.

Richard W. Kling
Born in 1940. Director since 1996.
Chairman of the board of directors since 1996. Director of IDS
Life Insurance Company since 1984; president since 1994. Exective
vice president of Marketing and Products from 1988 to 1994. Senior
vice president of AEFC since 1994. Director of IDS Life Series
Fund, Inc. and member of the board of managers of IDS Life Variable
Annuity Funds A and B.

John V. Luck Ph.D.
Born in 1926. Director since 1987.
Former senior vice president - Science and Technology with General
Mills, Inc. Employed with General Mills, Inc. since 1970. Retired
1987.

James A. Mitchell*
Born in 1941. Director since 1994.
Chairman of the board of directors from 1994 to 1996. Executive
vice president - marketing and products of AEFC since 1994. Senior
vice president - insurance operations of AEFC and president and
chief executive officer of IDS Life Insurance Company from 1986 to
1994.

Harrison Randolph
Born in 1916. Director since 1968.
Consultant.<PAGE>
PAGE 32
Gordon H. Ritz
Born in 1926. Director since 1968.
Director, Sunstar Foods and Mid-America Publishing and Atrix
International, Inc. Former President, Com Rad Broadcasting Corp.
Former Director, Sunstar Foods.

Stuart A. Sedlacek*
Born in 1957. Director since 1994.
President since 1994. Vice president - assured assets of AEFC
since 1994. Vice president and portfolio manager from 1988 to
1994. Executive vice president - assured assets of IDS Life
Insurance Company since 1994.

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

Executive officers

Stuart A. Sedlacek
Born in 1957. President since 1994.

Morris Goodwin Jr.
Born in 1951. Vice president and treasurer since 1989.
Vice president and corporate treasurer of AEFC since 1989. Chief
financial officer and treasurer of American Express Trust Company
from 1988 to 1989.

Timothy S. Meehan
Born in 1957. Secretary since 1995.
Secretary of AEFC and American Express Financial Advisors Inc.
since 1995. Senior counsel to AEFC since 1995. Counsel from 1990
to 1995.

Lorraine R. Hart
Born in 1951. Vice president-investments since 1994.
Vice president - insurance investments of AEFC since 1989. Vice
president, investments of IDS Life Insurance Company since 1992.

Jay C. Hatlestad
Born in 1957. Vice president and controller of IDSC since 1994.
Manager of investment accounting of IDS Life Insurance Company from
1986 to 1994.

Bruce A. Kohn
Born in 1951. Vice president and general counsel since 1993.
Counsel to AEFC since 1992. Associate counsel from 1987 to 1992.

F. Dale Simmons
Born in 1937. Vice president - Real Estate Loan Management since
1993.
Vice president of AEFC since 1992. Senior portfolio manager of
AEFC 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. <PAGE>
PAGE 33
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.

Auditors

Ernst & Young LLP, Minneapolis, has audited the financial
statements for each of the years in the three-year period ended
Dec. 31, 1995. These statements are included in this prospectus.
Ernst & Young LLP is also the auditor for American Express Company,
the parent company of AEFC and IDSC.

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

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
(Back cover)

Quick telephone reference

Client Service Organization/Transaction Line
Withdrawals, transfers, inquiries

National/Minnesota: 800-437-3133
Mpls./St. Paul area: 612-671-3800

TTY Service
For the hearing impaired
800-846-4293

American Express Easy Access Line
Current rate information, account value, cash transaction
information (automated response, TouchtoneR phones only)

National/Minnesota: 800-272-4445
Mpls./St. Paul area: 612-671-1630

IDS Flexible Savings Certificate
IDS Tower 10
Minneapolis, MN 55440-0010

Distributed by
American Express
Financial Advisors Inc.
<PAGE>
PAGE 35

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, 1995 1994 1993 1992 1991
($ thousands)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Investment income $256,913 $207,975 $236,859 $294,799 $351,970
Investment expenses 62,817 58,690 65,404 69,630 63,353

Net investment income before provision for
certificate reserves and income tax benefit 194,096 149,285 171,455 225,169 288,617
Net provision for certificate reserves 176,407 107,288 123,516 178,175 258,443

Net investment income before income taxes 17,689 41,997 47,939 46,994 30,174
Income tax benefit 9,097 2,663 3,365 11,666 20,537

Net investment income 26,786 44,660 51,304 58,660 50,711

Realized gain (loss) on investments - net:
Securities of unaffiliated issuers 452 (7,514) (9,870) (9,498) (129)
Other - unaffiliated (120) 1,638 (418) (500) (1,053)

Total gain (loss) on investments 332 (5,876) (10,288) (9,998) (1,182)
Income tax benefit (expense) (117) 2,047 4,617 - 402

Net realized gain (loss) on investments 215 (3,829) (5,671) (9,998) (780)
Net income - wholly owned subsidiary 373 241 120 3 139

Net income $27,374 $41,072 $45,753 $48,665 $50,070

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

Balance Sheet Data:
Total assets $3,912,131 $3,040,857 $2,951,405 $3,444,985 $3,971,583
Certificate loans 51,147 58,203 67,429 77,347 88,570
Certificate reserves 3,628,574 2,887,405 2,777,451 3,256,472 3,712,570
Stockholder's equity 250,307 141,852 161,138 179,885 223,820

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

(a) Consisted of an investment security at amortized cost in 1992 and a reduction in the note receivable from
Parent in 1991.
/TABLE
<PAGE>
PAGE 36

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
rates of return on investments and the 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 1992 and 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 1992 and 1993
primarily reflected lower accrual rates declared by IDSC in those
years, which in turn, reflected lower interest rates available in
the marketplace.

During the years 1994 and 1995, 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 and the first six months of 1995, reflecting rising interest
rates in the marketplace. The increase in total assets in 1995
reflects also an increase of $81 million in net unrealized
appreciation on investment securities classified as available for
sale. 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.

1995 Compared to 1994:

Gross investment income increased 24% due primarily to a higher
average balance of invested assets and slightly higher investment
yields.

The 7.1% increase in investment expenses resulted primarily from
higher distribution fees due to higher sales of certificates that
provide for no deferral of those fees, and higher investment
advisory and services fee due to a higher asset base on which the
fee is calculated. These increases were partially offset by lower
amortization of the cost of options and interest rate caps. The
lower amortization of interest rate caps reflects the net of $1.7
million of accelerated amortization and $5.6 million higher
interest earned under the cap agreements.

Net provision for certificate reserves increased 65% reflecting a
higher average balance of certificate reserves and higher accrual
rates.

<PAGE>
PAGE 37
The increase in income tax benefit resulted primarily from a
greater portion of net investment income before income tax benefit
being attributable to tax-advantaged income.

1994 Compared to 1993:

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

The 10% decrease in investment expenses resulted primarily from
lower amortization of the cost of interest rate caps and $2.3
million of interest earned under the 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.

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 its Parent.

Certificate sales volume increased 38% in 1995, reflecting higher
accrual rates and clients' ongoing desire for safety of principal.
Sales of certificates totaled $1.5 billion compared to $1.1
billion in 1994 and $.6 billion during 1993. Certificate sales in
1995 benefitted also from a special introductory promotion of
IDSC's 11-month term Flexible Savings certificate.

The special promotion of the 11-month term Flexible Savings
certificate was offered from May 10, 1995 to July 3, 1995, and
applied only to sales of new certificate accounts during the
promotion period. Certificates sold during the promotion period
received a special interest rate of 7.0% for the 11-month term and
totaled $562 million.

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 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
intermediate-term bonds.
<PAGE>
PAGE 38
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 No.
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 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, 1995, securities classified as held to maturity and
carried at amortized cost were $1.0 billion. Securities
classified as available for sale and carried at fair value were
$2.4 billion. These securities, which comprise 90% of IDSC's total
invested assets, are well diversified. Of these securities, 97%
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.

During the year ended Dec. 31, 1995, investment securities,
primarily municipal bonds, with an amortized cost and fair value of
$112 million and $117 million, respectively, were reclassified from
held to maturity to available for sale. The reclassification was
made on Dec. 4, 1995, as a result of IDSC adopting the FASB Special
Report, "A Guide to Implementation of Statement 115 on Accounting
for Certain Investments in Debt and Equity Securities". There were
no other transfers of securities during the years 1995 and 1994.

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 instruments derive their values. 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
instruments are inverse to the effects of the underlying
transactions. See note 9 to financial statements for additional
information regarding derivative financial instruments.

<PAGE>
PAGE 39
Capital contributions:

To maintain its regulatory capital requirements, IDSC received a
capital contribution from its Parent of $28.5 million in 1995.

Ratios:

The ratio of stockholder's equity, excluding net unrealized holding
gains and losses on investment securities, to total assets less
certificate loans and net unrealized holding gains and losses on
investment securities at Dec. 31, 1995 was 5.79% compared to 5.49%
in 1994. IDSC intends to manage this ratio to 5.0% in 1996, which
meets current regulatory requirements.

<PAGE>
PAGE 40
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, as of December 31, 1995 and 1994, and the related
statements of operations, stockholder's equity and cash flows for
each of the three years in the period ended December 31, 1995.
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, 1995 and 1994 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, 1995 and 1994, and the results
of its operations and its cash flows for each of the three years in
the period ended December 31, 1995, 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 8, 1996

<PAGE>
PAGE 41
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, a Code of Conduct, 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 42
Balance Sheets, Dec. 31,
<TABLE><CAPTION>
Assets

Qualified Assets (note 2) 1995 1994
($ thousands)
<S> <C> <C>
Investments in unaffiliated issuers (notes 3, 4 and 10):
Cash and cash equivalents $56,873 $140,128
Held-to-maturity securities 1,002,905 1,245,793
Available-for-sale securities 2,408,491 1,226,674
First mortgage loans on real estate 233,394 253,968
Certificate loans - secured by certificate reserves 51,147 58,203

Investments in and advances to affiliates 5,655 5,399

Total investments 3,758,465 2,930,165

Receivables:
Dividends and interest 49,632 42,261
Investment securities sold 42,872 7,269

Total receivables 92,504 49,530

Other (notes 9 and 10) 32,778 25,094

Total qualified assets 3,883,747 3,004,789

Other Assets

Deferred distribution fees 28,286 27,142
Deferred federal income taxes (note 8) - 8,372
Other 98 554

Total other assets 28,384 36,068

Total assets $3,912,131 $3,040,857

See notes to financial statements. <PAGE>
PAGE 43
Balance Sheets, Dec. 31,

Liabilities and Stockholder's Equity

Liabilities 1995 1994
($ thousands)
Certificate Reserves (notes 5 and 10):
Installment certificates:
Reserves to mature $330,415 $335,712
Additional credits and accrued interest 21,555 19,698
Advance payments and accrued interest 1,394 1,634
Other 55 56
Fully paid certificates:
Reserves to mature 3,127,301 2,389,198
Additional credits and accrued interest 147,468 140,766
Due to unlocated certificate holders 386 341

Total certificate reserves 3,628,574 2,887,405

Accounts Payable and Accrued Liabilities:
Due to Parent (note 7A) 1,541 1,186
Due to Parent for federal income taxes 103 -
Due to affiliates (note 7B and 7C) 2,068 2,883
Payable for investment securities purchased - 1,362
Accounts payable, accrued expenses and other (notes 9 and 10) 12,249 6,169

Total accounts payable and accrued liabilities 15,961 11,600

Deferred federal income taxes (note 8) 17,289 -

Total liabilities 3,661,824 2,899,005

Stockholder's Equity (notes 5B, 5C, and 6):

Common stock, $10 par - authorized and issued 150,000 shares 1,500 1,500
Additional paid-in capital 168,844 140,344
Retained earnings:
Appropriated for predeclared additional credits/interest 18,878 18,398
Appropriated for additional interest on advance payments 50 50
Unappropriated 31,612 4,718
Unrealized holding gains (losses) on investment
securities - net (note 3A) 29,423 (23,158)

Total stockholder's equity 250,307 141,852

Total liabilities and stockholder's equity $3,912,131 $3,040,857

See notes to financial statements.
/TABLE
<PAGE>
PAGE 44
<TABLE><CAPTION>
Statements of Operations

Year ended Dec. 31, 1995 1994 1993
($ thousands)
<S> <C> <C> <C>
Investment Income:
Interest income from investments:
Bonds and notes:
Unaffiliated issuers $181,902 $125,546 $140,991
Mortgage loans on real estate:
Unaffiliated 22,171 24,006 24,071
Affiliated 56 68 78
Certificate loans 2,963 3,342 3,882
Dividends 48,614 54,170 67,115
Other 1,207 843 722

Total investment income 256,913 207,975 236,859

Investment Expenses:
Parent and affiliated company fees (note 7):
Distribution 33,977 27,007 28,477
Investment advisory and services 16,472 13,565 15,036
Depositary 242 183 201
Options (note 9) 8,038 9,854 9,419
Interest rate caps (note 9) 3,725 7,608 11,667
Other 363 473 604

Total investment expenses 62,817 58,690 65,404

Net investment income before provision
for certificate reserves and income tax benefit $194,096 $149,285 $171,455

See notes to financial statements.
<PAGE>
PAGE 45
Statements of Operations (continued)

Year ended Dec. 31, 1995 1994 1993
($ thousands)
Provision for Certificate Reserves (notes 5 and 9):
According to the terms of the certificates:
Provision for certificate reserves $11,009 $13,317 $20,555
Interest on additional credits 2,300 3,174 3,605
Interest on advance payments 73 61 90
Additional credits/interest authorized by IDSC:
On fully paid certificates 157,857 85,101 93,546
On installment certificates 6,288 6,741 6,704

Total provision before reserve recoveries 177,527 108,394 124,500
Reserve recoveries from terminations
prior to maturity (1,120) (1,106) (984)

Net provision for certificate reserves 176,407 107,288 123,516

Net investment income before income tax benefit 17,689 41,997 47,939
Income tax benefit (note 8) 9,097 2,663 3,365

Net investment income 26,786 44,660 51,304

Realized gain (loss) on investments - net:
Securities of unaffiliated issuers 452 (7,514) (9,870)
Other-unaffiliated (120) 1,638 (418)

Total gain (loss) on investments 332 (5,876) (10,288)

Income tax benefit (expense) (note 8):
Current 160 2,414 19,508
Deferred (277) (367) (14,891)

Total income tax benefit (expense) (117) 2,047 4,617

Net realized gain (loss) on investments 215 (3,829) (5,671)

Net income - wholly owned subsidiary 373 241 120

Net income $27,374 $41,072 $45,753

See notes to financial statements.
<PAGE>
PAGE 46
Statements of Stockholder's Equity

Year ended Dec. 31, 1995 1994 1993
($ 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 $140,344 $147,144 $166,144
Contribution from Parent 28,500 3,000 -
Cash dividends declared - (9,800) (19,000)

Balance at end of year $168,844 $140,344 $147,144

Retained Earnings:
Appropriated for predeclared additional credits/interest (note 5B):
Balance at beginning of year $18,398 $2,726 $2,804
Transferred from (to) unappropriated retained earnings 480 15,672 (78)

Balance at end of year $18,878 $18,398 $2,726

Appropriated for additional interest on advance payments (note 5C):
Balance at beginning of year $50 $25 $100
Transferred from (to) unappropriated retained earnings - 25 (75)

Balance at end of year $50 $50 $25

Unappropriated (note 6):
Balance at beginning of year $4,718 $9,743 $9,337
Net income 27,374 41,072 45,753
Transferred (to) from appropriated retained earnings (480) (15,697) 153
Cash dividends declared - (30,400) (45,500)

Balance at end of year $31,612 $4,718 $9,743

Unrealized holding gains and losses on investment securities -
net (notes 1 and 3A):
Balance at beginning of year ($23,158) $- $-
Adjustment due to initial application of SFAS 115 - 8,827 -
Change during year 52,581 (31,985) -

Balance at end of year $29,423 ($23,158) $-

Total stockholder's equity $250,307 $141,852 $161,138

See notes to financial statements.

<PAGE>
PAGE 47
Statements of Cash Flows

Year ended Dec. 31, 1995 1994 1993
($ thousands)
Cash flows from operating activities:
Net income $27,374 $41,072 $45,753
Adjustments to reconcile net income to net
cash provided by operating activities:
Net income of wholly owned subsidiary (373) (241) (120)
Certificate reserves 176,407 107,288 123,516
Interest income added to certificate loans (1,902) (2,133) (2,454)
Amortization of premium/discount-net 19,232 22,114 27,494
Deferred federal income taxes (2,652) 4,263 11,446
Deferred distribution fees (1,144) (7,527) 1,935
Net (gain) loss on investments (332) 5,876 10,288
(Increase) decrease in dividends and interest receivable (7,371) (1,829) 10,009
(Increase) decrease in other assets 466 (466) 967
Increase (decrease) in other liabilities (1,549) (3,210) 4,979

Net cash provided by operating activities 208,156 165,207 233,813

Cash flows from investing activities:
Maturity and redemption of investments:
Held-to-maturity securities 315,766 350,411 641,778
Available-for-sale securities 325,521 173,547 -
Other investments 46,004 35,130 21,373
Sale of investments:
Held-to-maturity securities 22,305 3,164 329,942
Available-for-sale securities 48,372 267,808 -
Other investments 21 - 5,454
Certificate loan payments 6,061 7,508 8,991
Purchase of investments:
Held-to-maturity securities (208,140) (46,080) (498,841)
Available-for-sale securities (1,397,983) (830,826) -
Other investments (17,234) (9,208) (78,816)
Certificate loan fundings (7,776) (7,603) (10,275)
Investment in subsidiary - (450) (2,000)

Net cash (used in) provided by investing activities ($867,083) ($56,599) $417,606

See notes to financial statements.
<PAGE>
PAGE 48
Statements of Cash Flows (continued)

Year ended Dec. 31, 1995 1994 1993
($ thousands)

Cash flows from financing activities:
Reserve payments by certificate holders $1,577,884 $1,185,762 $709,684
Proceeds from securities loaned to brokers - - 6,150
Proceeds from reverse repurchase agreements - - 72,800
Capital contribution from Parent 28,500 3,000 -
Certificate maturities and cash surrenders (1,030,712) (1,171,101) (1,312,260)
Payments to brokers upon return of securities loaned - - (7,793)
Payments under reverse repurchase agreements - - (72,800)
Dividends paid - (40,200) (64,500)

Net cash provided by (used in) financing activities 575,672 (22,539) (668,719)

Net increase (decrease) in cash and cash equivalents (83,255) 86,069 (17,300)
Cash and cash equivalents beginning of year 140,128 54,059 71,359

Cash and cash equivalents end of year $56,873 $140,128 $54,059

Supplemental disclosures including non-cash transactions:
Cash received for income taxes $6,854 $2,416 $26,606
Certificate maturities and surrenders through loan
reductions 10,673 11,454 13,656
</TABLE>

See notes to financial statements.

<PAGE>
PAGE 49
Notes to Financial Statements ($ in thousands unless indicated
otherwise)

1. Nature of business and summary of significant accounting
policies

Nature of business

IDS Certificate Company (IDSC) is a wholly owned subsidiary of
American Express Financial Corporation (Parent), which is a wholly
owned subsidiary of American Express Company. IDSC is registered
as an investment company under the Investment Company Act of 1940
("the 1940 Act") and is in the business of issuing face-amount
investment certificates. The certificates issued by IDSC are not
insured by any government agency. IDSC's certificates are sold
primarily by American Express Financial Advisors Inc.'s (an
affiliate) field force operating in 50 states, the District of
Columbia and Puerto Rico. IDSC's Parent acts as investment advisor
for IDSC.

IDSC currently offers eight types of certificates with specified
maturities ranging from four to twenty years. Within their
specified maturity, most certificates have interest rate terms of
one to thirty-six months. In addition, one type of certificate has
interest tied, in whole or in part, to any upward movement in a
broad-based stock market index. Except for two types of
certificates, all of the certificates are available as qualified
investments for Individual Retirement Accounts or 401(k) plans and
other qualified retirement plans.

IDSC's gross income is derived primarily from interest and
dividends generated by its investments. IDSC's net income is
determined by deducting from such gross income its provision for
certificate reserves, and other expenses, including taxes, the fee
paid to Parent for investment advisory and other services, and the
distribution fees paid to American Express Financial Advisors Inc.

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. 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.

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities and the reported amounts of income and expenses during
the year then ended. Actual results could differ from those
estimates.
<PAGE>
PAGE 50

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.

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
losses on securities classified as available for sale are carried,
net of deferred income taxes, as a separate component of
stockholder's equity.

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.

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 <PAGE>
PAGE 51
to certificate reserves. The payment distribution, reserve
accumulation rates, cash surrender values, reserve values and other
matters are governed by 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
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 $3,619,188 and
$2,895,226 at Dec. 31, 1995 and 1994, respectively. IDSC had
qualified assets of $3,838,482 at Dec. 31, 1995 and $3,040,416 at
Dec. 31, 1994, excluding net unrealized appreciation on
available-for-sale securities of $45,265 at Dec. 31, 1995 and net
unrealized depreciation of $35,627 at Dec. 31, 1994.

Qualified assets are valued in accordance with such provisions of
Minnesota Statutes as are applicable to investments of life
insurance companies. Qualified assets for which no provision for
valuation is made in such statutes 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:

<PAGE>
PAGE 52
<TABLE><CAPTION>
Dec. 31, 1995

Required
Deposits deposits Excess
<S> <C> <C> <C>
Deposits to meet certificate
liability requirements:
States $414 $384 $30
Central Depositary 3,678,295 3,548,334 129,961

Total $3,678,709 $3,548,718 $129,991

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
</TABLE>
The assets on deposit at Dec. 31, 1995 and 1994 consisted of
securities having a deposit value of $3,435,074 and $2,659,676,
respectively; mortgage loans of $229,554 and $252,263,
respectively; and other assets of $14,081 and $28,016,
respectively. Mortgage loans on deposit include an affiliated
mortgage loan.

American Express Trust Company is the central depositary for IDSC.
See note 7C.

3. Investments in securities

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, 1995 and Dec. 31, 1994.

<PAGE>
PAGE 53
<TABLE><CAPTION>
Dec. 31, 1995
Gross Gross
Amortized Fair unrealized unrealized
cost value gains losses
<S> <C> <C> <C> <C>
HELD TO MATURITY
U.S. Government and agencies obligations $415 $427 $12 $-
Mortgage-backed securities 54,477 55,708 1,234 3
Corporate debt securities 333,861 348,860 15,029 30
Stated maturity preferred stock 614,152 643,436 30,072 788

$1,002,905 $1,048,431 $46,347 $821
AVAILABLE FOR SALE
Mortgage-backed securities $1,321,051 $1,340,956 $21,349 $1,444
State and municipal obligations 101,399 105,680 4,281 -
Corporate debt securities 918,792 939,878 22,638 1,552
Stated maturity preferred stock 21,229 21,365 192 56
Common stock 755 612 - 143

$2,363,226 $2,408,491 $48,460 $3,195

Dec. 31, 1994
Gross Gross
Amortized Fair unrealized unrealized
cost value gains losses
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
</TABLE>

The amortized cost and fair value of securities held to maturity
and available for sale, by contractual maturity, at Dec. 31, 1995,
are shown below. Cash flows will differ from contractual
maturities because issuers may have the right to call or prepay
obligations.
<TABLE><CAPTION>
Amortized Fair
cost value
<S> <C> <C>
HELD TO MATURITY
Due within 1 year $94,577 $95,440
Due after 1 through 5 years 388,529 407,994
Due after 5 years through 10 years 269,579 283,685
Due after 10 years 195,743 205,604
948,428 992,723
Mortgage-backed securities 54,477 55,708

$1,002,905 $1,048,431
AVAILABLE FOR SALE
Due within 1 year $146,731 $148,072
Due after 1 through 5 years 746,470 765,480
Due after 5 years through 10 years 38,433 41,945
Due after 10 years 109,786 111,426
1,041,420 1,066,923
Mortgage-backed securities 1,321,051 1,340,956
Common stock 755 612

$2,363,226 $2,408,491
/TABLE
<PAGE>
PAGE 54
During the years ended Dec. 31, 1995 and 1994, there were no
securities classified as trading securities.

The proceeds from sales of available-for-sale securities and the
gross realized gains and gross realized losses on those sales
during the years ended Dec. 31, 1995 and 1994, were as follows:
<TABLE><CAPTION>
1995 1994
<S> <C> <C>
Proceeds $83,970 $265,008
Gross realized gains 36 363
Gross realized losses 1,854 10,140
</TABLE>

Sales of held-to-maturity securities, due to significant credit
deterioration, during the years ended Dec. 31, 1995 and 1994, were
as follows:

<TABLE><CAPTION>
1995 1994
<S> <C> <C>
Amortized cost $22,782 $3,158
Gross realized gains 2 5
Gross realized losses 479 -
</TABLE>
During the year ended Dec. 31, 1995, securities with an amortized
cost and fair value of $111,967 and $116,882, respectively, were
reclassified from held to maturity to available for sale. The
reclassification was made on Dec. 4, 1995, as a result of IDSC
adopting the FASB Special Report, "A Guide to Implementation of
Statement 115 on Accounting for Certain Investments in Debt and
Equity Securities."

B) Investments in securities with fixed maturities comprised 90%
and 84% of IDSC's total invested assets at Dec. 31, 1995 and 1994,
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:

<TABLE><CAPTION>
Rating 1995 1994
<S> <C> <C>
Aaa/AAA 44% 36%
Aa/AA 2 5
Aa/A 2 3
A/A 23 25
A/BBB 6 3
Baa/BBB 20 24
Below investment grade 3 4

100% 100%
</TABLE>
Of the securities rated Aaa/AAA, 92% at Dec. 31, 1995 and 88% at
Dec. 31, 1994 are U.S. Government Agency mortgage-backed securities
that are not rated by a public rating agency. Approximately 11% at
Dec. 31, 1995 and 17% at Dec. 31, 1994 of other securities with
fixed maturities are rated by Parent's internal analysts. At Dec. <PAGE>
PAGE 55
31, 1995 and 1994 no one issuer, other than U.S. Government Agency
mortgage-backed securities, is greater than 1% of IDSC's total
investment in securities with fixed maturities.

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.

4. Investments in first mortgage loans on real estate

As of Jan. 1, 1995, IDSC adopted Statement of Financial Accounting
Standards No. 114, "Accounting by Creditors for Impairment of a
Loan" (SFAS No. 114), as amended by Statement of Financial
Accounting Standards No. 118, "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosures" (SFAS
No. 118). The adoption of the new rules did not have a material
impact on IDSC's results of operations or financial condition.

SFAS No. 114 applies to all loans except for smaller-balance
homogeneous loans that are collectively evaluated for impairment.
Impairment is measured as the excess of the loan's recorded
investment over its present value of expected principal and
interest payments discounted at the loan's effective interest rate,
or the fair value of collateral. The amount of the impairment is
recorded in a reserve for loss on mortgage loans.

Based on management's judgment as to the ultimate collectibility of
principal, interest payments received are either recognized as
income or applied to the recorded investment in the loan until it
has been recovered.

The reserve for loss on mortgage loans is maintained at a level
that management believes is appropriate to absorb estimated credit
losses in the mortgage loan portfolio. The level of the reserve
account is determined based on several factors, including
historical experience, expected future principal and interest
payments, estimated collateral values, and current and anticipated
economic and political conditions. Management regularly evaluates
the adequacy of the reserve for loss on mortgage loans.

At Dec. 31, 1995, IDSC's recorded investment in impaired mortgage
loans was $1,004 and the reserve for loss on that amount was $611.
<PAGE>
PAGE 56
During 1995, the average recorded investment in impaired mortgage
loans was $1,052.

IDSC recognized $53 of interest income related to impaired mortgage
loans for the year ended Dec. 31, 1995.

There were no changes in the reserve for loss on mortgage loans of
$611 during the year ended Dec. 31, 1995.

At Dec. 31, 1995 and 1994, approximately 6% and 9%, 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:
<TABLE><CAPTION>
Region 1995 1994
<S> <C> <C>
East North Central 22% 25%
South Atlantic 22 24
West North Central 19 18
Middle Atlantic 17 16
Mountain 9 6
West South Central 5 5
Pacific 3 3
New England 3 3
100% 100%

Property Type 1995 1994

Apartments 39% 41%
Retail/shopping centers 32 30
Industrial buildings 12 12
Office buildings 8 8
Retirement homes 1 1
Other 8 8

100% 100%
</TABLE>
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.

<TABLE><CAPTION>
Dec. 31, 1995 Dec. 31, 1994

Carrying Fair Carrying Fair
amount value amount value
<S> <C> <C> <C> <C>
Commercial $234,005 $248,860 $254,531 $246,874
Residential - - 48 43
234,005 248,860 254,579 246,917
Reserve for losses (611) - (611) -

Net first mortgage loans on real estate $233,394 $248,860 $253,968 $246,917
</TABLE>
At Dec. 31, 1995 and 1994, 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.
<PAGE>
PAGE 57
5. 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, 1995 and 1994 were:
<TABLE><CAPTION>

1995

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 $40,232 3.50% 1.35%
Without guaranteed rates (A) 290,183 - 3.23
Additional credits and accrued interest 21,555 3.13 -
Advance payments and accrued interest (C) 1,394 3.13 1.72
Other 55 - -
Fully paid certificates:
Reserves to mature:
With guaranteed rates 210,365 3.24 1.85
Without guaranteed rates (A) and (D) 2,916,936 - 5.70
Additional credits and accrued interest 147,468 3.26 -
Due to unlocated certificate holders 386 - -

$3,628,574

1994

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

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 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
</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.

B) On certain series of single payment certificates, additional
interest is predeclared for periods greater than one year. At Dec.
31, 1995, $18,878 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 3.13%. IDSC has
increased the rate of accrual to 4.85% through April 30, 1997. 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.<PAGE>
PAGE 58
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, 1995 and 1994 was $211,093 and
$263,494, respectively.

E) The carrying amounts and fair values of certificate reserves
consisted of the following at Dec. 31, 1995 and 1994. 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 determined by a
discounted cash flow analysis using interest rates currently
offered for certificates with similar remaining terms, less any
applicable surrender charges.
<TABLE><CAPTION>
1995 1994

Carrying Fair Carrying Fair
amount value amount value
<S> <C> <C> <C> <C>
Reserves with terms of one year or less $2,900,947 $2,899,542 $2,425,880 $2,415,970
Other 727,627 765,110 461,525 461,060

Total certificate reserves 3,628,574 3,664,652 2,887,405 2,877,030
Unapplied certificate transactions 1,545 1,545 2,671 2,671
Certificate loans and accrued interest (51,707) (51,707) (58,840) (58,840)

Total $3,578,412 $3,614,490 $2,831,236 $2,820,861

</TABLE>
6. 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 1996 and 1997 by action of IDSC on additional
credits in excess of this requirement.

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

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

The investment advisory and services agreement with Parent provides
for a graduated scale of fees equal on an annual basis to 0.75% on
the first $250 million of total book value of assets of IDSC, 0.65%
on the next $250 million, 0.55% on the next $250 million, 0.50% on
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. (an affiliate) for distribution services
is:<PAGE>
PAGE 59
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
the 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.

C) The basis of computing depositary fees paid or payable to
American Express 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.<PAGE>
PAGE 60

D) 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:

1.25% of the reserves maintained for the certificates on an amount
from $100,000 to $249,000, 0.80% 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.

8. Income taxes

Income tax expense (benefit) as shown in the statement of
operations for the three years ended Dec. 31, consists of:
<TABLE><CAPTION>

1995 1994 1993
<S> <C> <C> <C>
Federal:
Current ($6,285) ($8,743) ($19,777)
Deferred (2,652) 3,933 11,446
(8,937) (4,810) (8,331)
State (43) 100 349

($8,980) ($4,710) ($7,982)

</TABLE>
Income tax expense (benefit) differs from that computed by using
the U.S. Statutory rate of 35%. The principal causes of the
difference in each year are shown below:
<TABLE><CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Federal tax expense at U.S. statutory rate $6,307 $12,642 $13,178
Tax-exempt interest (3,339) (4,205) (4,929)
Dividend exclusion (12,166) (13,862) (17,326)
Change in statutory rates - - (406)
Other, net 261 615 1,152

Federal tax benefit ($8,937) ($4,810) ($8,331)
</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.

<TABLE><CAPTION>
1995 1994
Deferred tax assets:
<S> <C> <C>
Certificate reserves $10,312 $4,315
Investment unrealized losses - 12,470
Investments 348 1,390
Investment reserves 843 1,120
Purchased/written call options - 283

Total deferred tax assets $11,503 $19,578

<PAGE>
PAGE 61
1995 1994
Deferred tax liabilities:

Investment unrealized gains $15,843 $-
Deferred distribution fees 9,900 9,500
Dividends receivable 892 1,000
Return of capital dividends 305 508
Purchased/written call options 1,623 -
Other, net 229 198

Total deferred tax liabilities 28,792 11,206

Net deferred tax assets (liabilities) ($17,289) $8,372
</TABLE>

9. Derivative financial instruments

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

Market risk is the possibility that the value of the derivative
financial instrument will change due to fluctuations in a factor
from which the instrument derives its value, primarily an interest
rate or a major market index. IDSC is not impacted by market risk
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 and are not
recorded on the balance sheet.

Credit exposure related to derivative financial instruments is
measured by the replacement cost of those contracts 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, 1995 and 1994.

<PAGE>
PAGE 62
<TABLE><CAPTION>
1995

Notional Total
or contract Carrying Fair credit
amount value value exposure
<S> <C> <C> <C> <C>
Assets:
Interest rate caps $970,000 $3,362 $2,128 $2,128
Purchased call options 152,406 27,138 24,161 24,161
Total $1,122,406 $30,500 $26,289 $26,289

Liabilities:
Written call options $157,951 $9,333 $10,394 $-

1994

Notional Total
or contract Carrying Fair credit
amount value value exposure

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 1996 to 1997. The options expire
in 1996.

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

The interest rate caps are quarterly reset caps and IDSC earns
interest on the notional amount to the extent the London Interbank
Offering Rate exceeds the reference rates specified in the cap
agreements. These reference rates range from 4% to 9%. The cost
of these caps of $3,362 at Dec. 31, 1995 is being amortized over
the terms of the agreements 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.

<PAGE>
PAGE 63

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, 1995
and 1994.

<TABLE><CAPTION>
1995

Face Average Index at
amount strike price Dec. 31,1995
<S> <C> <C> <C>
Purchased call options $152,406 539 616
Written call options 157,951 601 616

1994

Face Average Index at
amount strike price Dec. 31,1995

Purchased call options $191,496 460 459
Written call options 189,443 506 459
</TABLE>

10. 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. The carrying value of certain
financial instruments such as trade receivables and payables
approximates the fair value. Non-financial instruments, such as
deferred distribution fees, are excluded from required disclosure.
IDSC's off-balance sheet intangible assets, such as IDSC's name and
future earnings of the core business are also excluded. IDSC's
management believes the value of these excluded assets is
significant. The fair value of IDSC, therefore, cannot be
estimated by aggregating the amounts presented.

A summary of fair values of financial instruments as of Dec. 31, is
as follows:

<TABLE><CAPTION>
1995 1994

Carrying Fair Carrying Fair
value value value value
<S> <C> <C> <C> <C>
Financial assets
Cash equivalents (note 1) $68,943 $68,943 $152,912 $152,912
Investment securities (note 3) 3,411,396 3,456,922 2,472,467 2,479,083
First mortgage loans on real estate (note 4) 233,394 248,860 253,968 246,917
Derivative financial instruments (note 9) 30,500 26,289 22,716 33,613
Financial liabilities
Certificate reserves (note 5) 3,578,412 3,614,490 2,831,236 2,820,861
Derivative financial instruments (note 9) 9,333 10,394 2,070 1,779
</TABLE>

<PAGE>
PAGE 64

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

Item Caption in
Number Prospectus
<S> <C>
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;

Item 5. Determination of Not Applicable.
Offering Price.

Item 6. Dilution. Not Applicable.

Item 7. Selling Security Not Applicable.
Holders.

Item 8. Plan of Distribution.
Distribution.

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

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

<PAGE>
PAGE 65
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 Also see Item 17 in Part II.
Indemnification for
Securities Act Liabilities.

</TABLE>
<PAGE>
PAGE 66
IDS Cash Reserve Certificate

Prospectus April 24, 1996

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 (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 67
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 24, 1996:

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 68

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

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
Two ways to request a withdrawal or transfer p
Three ways to receive payment when you withdraw funds 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

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.

<PAGE>
PAGE 70
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 "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, and
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, and we have received your
initial investment, we will send you 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 this average interest rate.
<PAGE>
PAGE 71
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 (AEFC), 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 telephone numbers listed on the
back cover.

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, or
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, or
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.
Rates also may vary depending on the amount you invest, your
geographic location and whether the certificate is purchased for an
IRA or qualified retirement plan 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," above.

<PAGE>
PAGE 72
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 1991 through February 1996, IDS Cash
Reserve yields were generally higher than average bank and thrift
3-month CD yields, as measured by the BRM Average (prior to January
13, 1993, yields were measured by the BRM National Index, an
average of CD yields in 10 cities).

Yield from February 1991 through February 1996
8% _____ IDS Cash Reserve Certificate
..... Money Market Deposit Account
6% ***** Certificate of Deposit - Three Month

4% Three lines comparing the yields 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.

91 92 93 94 95 96

This graph compares past yields 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 73
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, AEFC will wait one day for the process
of converting 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 You must maintain a balance of at least $1,000 in your Cash
Reserve Certificate account unless you are using an authorized
systematic pay-in or payout arrangement. If you use a
scheduled pay-in arrangement, your minimum balance requirement
is $50.

o If you make no investments for a period of at least 12
consecutive months and your principal is less than $1,000, we
will 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
<PAGE>
PAGE 74
o other plan approved by IDSC
o monthly minimum investment must be $50.

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

2
By mail

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

Regular mail: Express mail:
American Express Financial American Express Financial
Advisors Inc. Advisors Inc.
Client Service Organization Client Service Organization
IDS Tower 10 733 Marquette Ave.
Minneapolis, MN 55440-0010 Minneapolis, MN 55402

3
By wire

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

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

Give these instructions:

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

If this information is not included, the order may be rejected and
all money received, less any costs AEFC 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, AEFC,
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.

<PAGE>
PAGE 75
o IDSC, AEFC 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 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 certificate month, quarter, or on a semiannual or annual
basis.

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 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 You may not make a withdrawal from your certificate if that
withdrawal causes your balance to fall below $1,000 unless you
are making bank authorization or payroll deduction payments or
taking systematic payments from your certificate. In these
instances, the remaining balance will earn the lower interest
rate in effect for balances of less than $1,000.

When your certificate term ends

Shortly before the end of your certificate's term we will send you
a notice indicating the interest rate that will apply to the new <PAGE>
PAGE 76
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.

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

Two ways to request a withdrawal or transfer

1
By phone

Call the Client Service Organization at the telephone numbers
listed on the back cover between 8 a.m. and 6 p.m. your local time.

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 it is.
This includes asking identifying questions and tape recording
calls. So long as reasonable procedures are followed, neither
IDSC nor AEFC 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.

2
By mail

Send your name, account number and request for a withdrawal or
transfer to:<PAGE>
PAGE 77
Regular mail:
American Express Financial Advisors Inc.
Client Service Organization
IDS Tower 10
Minneapolis, MN 55440-0010

Express mail:
American Express Financial Advisors Inc.
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

2
By wire

o Minimum wire withdrawal: $1,000

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

<PAGE>
PAGE 78
o Service fee, if any, is deducted from your balance (for
partial withdrawals) or from the proceeds of a full
withdrawal.

3
By electronic transfer

o Available only for preauthorized scheduled partial withdrawals
and other full or partial withdrawals

o No charge

o Deposited electronically in your bank account

o Allow three to five business days from request to deposit.

Retirement plans: special policies

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

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

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

Transfer of ownership

Taxes on your earnings

Interest on your certificate is taxable when credited to your
account. Each calendar year we provide the certificate 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.

Retirement accounts

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

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.<PAGE>
PAGE 80
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, and
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 account The individual or individuals listed
on the account

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 The owner

Partnership The 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

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<PAGE>
PAGE 81
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 then, depending on the circumstances, IDSC, at
a minimum, 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. In other cases, we generally will not
take action regarding your certificate until we receive a transfer
certificate from the IRS or evidence satisfactory to IDSC that the
estate is being administered by an executive or administrator
appointed, qualified and acting within the United States. In
general, a transfer certificate provides assurance that the IRS
will not claim your IDS certificate to satisfy estate taxes.

How your money is used and protected

Invested and guaranteed by IDSC

The IDS Cash Reserve Certificate is issued and guaranteed by IDSC,
a wholly owned subsidiary of AEFC. We are by far the largest
issuer of face amount certificates in the United States, with total
assets of more than $3.9 billion and a net worth in excess of $250
million on Dec. 31, 1995.

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 owners
o various expenses, including taxes, fees to AEFC for advisory
and other services and distribution fees to American Express
Financial Advisors Inc.

<PAGE>
PAGE 82
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 Cash Reserve Certificate is a security, its offer
and sale are subject to regulation under federal and state
securities laws. (It is a face-amount certificate--not a bank
product, an equity investment, a form of life insurance or an
investment trust.)

Backed by our investments

Our investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1995:

Net amount
Type of investment invested
Government agency bonds 38%
Corporate and other bonds 34
Preferred stocks 17
Mortgages 6
Municipal bonds 3
Cash and cash equivalents 2

More than 96% 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 Bank & Trust), Minneapolis, although we also
maintain separate deposits as required by certain states. American
Express Trust Company is a wholly owned subsidiary of AEFC. Copies
of our Dec. 31, 1995 schedule of Investments in Securities of
Unaffiliated Issuers are available upon request. For comments
regarding the valuation, carrying values and unrealized
appreciation (depreciation) of investment securities, see Notes 1,
2 and 3 to the financial statements.

<PAGE>
PAGE 83
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.

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

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

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

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

When-issued securities -- Most of our investments are in debt
securities, some of which are purchased on a when-issued basis. It
may take as long as 45 days or more 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. When-issued securities are
subject to market fluctuations and they may affect IDSC's
investment portfolio the same as owned securities.

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
<PAGE>
PAGE 84
rise above a specified level. 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.

Illiquid securities -- A security is illiquid if it cannot be sold
in the normal course of business within seven days at approximately
its current market value. Some investments cannot be resold to the
U.S. public because of their terms or government regulations. All
securities, however can be sold in private sales, and many may be
sold to other institutions and qualified buyers or on foreign
markets. IDSC's investment advisor will follow guidelines
established by the board and consider relevant factors such as the
nature of the security and the number of likely buyers when
determining whether a security is illiquid. No more than 15% of
IDSC's investment portfolio will be held in securities that are
illiquid. In valuing its investment portfolio to determine this
15% limit, IDSC will use statutory accounting under an SEC order.
This means that, for this purpose, the portfolio will be valued in
accordance with applicable Minnesota law governing investments of
life insurance companies, rather than generally accepted accounting
principles.

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.

Before IDSC was created, AEFC (formerly known as IDS Financial
Corporation) had issued similar certificates since 1894. As of
Jan. 1, 1995, IDS Financial Corporation became AEFC. IDSC and AEFC
have never failed to meet their certificate payments.

During its many years in operation, AEFC has become a leading
manager of investments in mortgages and securities. As of Dec. 31,
1995, AEFC managed investments, including its own, of more than
$129 billion. American Express Financial Advisors Inc., a wholly
owned subsidiary of AEFC, 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. AEFC 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
<PAGE>
PAGE 85
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).

Capital structure and certificates issued

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

As of Dec. 31, 1995, IDSC had issued (in face amount)
$13,074,792,382 of installment certificates and $14,769,642,620 of
single payment certificates.

Investment management and services

Under an Investment Advisory and Services Agreement, AEFC 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 AEFC 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<PAGE>
PAGE 86
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

1995 $16,472,458 0.50%
1994 $13,565,432 0.51
1993 $15,036,091 0.50

Estimated advisory and services fees for 1996 are $19,152,000.

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

Employment of other American Express affiliates

AEFC 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.

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 $40,000 during 1995 to directors not employed by
AEFC.

Board of Directors

David R. Hubers*
Born in 1943. Director since 1987.

President and chief executive officer of AEFC since 1993. Senior
vice president and chief financial officer of AEFC from 1984 to
1993.

Charles W. Johnson
Born in 1929. Director since 1989.

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

<PAGE>
PAGE 88
Richard W. Kling
Born in 1940. Director since 1996.

Chairman of the board of directors since 1996. Director of IDS
Life Insurance Company since 1984; president since 1994. Executive
vice president of Marketing and Products from 1988 to 1994. Senior
vice president of AEFC since 1994. Director of IDS Life Series

Edward Landes
Born in 1919. Director since 1984.

Development consultant. Director of Endowment Development, YMCA of
Metropolitan Minneapolis. Former sales manager - Supplies Division
and district manager - Data Processing Division of IBM Corporation.
Retired 1983.

John V. Luck, Ph.D.
Born in 1929. Director since 1987.

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

James A. Mitchell*
Born in 1941. Director since 1994.

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

Harrison Randolph
Born in 1916. Director since 1968.

Consultant.

Gordon H. Ritz
Born in 1926. Director since 1968.

Director, Mid-America Publishing and Atrix International, Inc.,
Former director, Sunstar Foods, President, Com Rad Broadcasting
Corp.

Stuart A. Sedlacek*
Born in 1957. Director since 1994.

President since 1994. Vice president - assured assets of AEFC
since 1994. Vice president and portfolio manager from 1988 to
1994. Executive vice president - assured assets of IDS Life
Insurance Company since 1994.

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

<PAGE>
PAGE 89
Executive officers

Stuart A. Sedlacek
Born in 1957. President since 1994.

Morris Goodwin Jr.
Born in 1951. Vice president and treasurer since 1989.

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

Timothy S. Meehan
Born in 1957. Secretary since 1995.

Secretary of AEFC and American Express Financial Advisors Inc.
since 1995. Senior counsel to AEFC since 1995. Counsel from 1990
to 1995.

Lorraine R. Hart
Born in 1951. Vice president-investments since 1994.

Vice president - insurance investments of AEFC since 1989. Vice
president, investments of IDS Life Insurance Company since 1992.

Jay C. Hatlestad
Born in 1957. Vice president and controller of IDSC since 1994.

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

Bruce A. Kohn
Born in 1951. Vice president and general counsel since 1993.

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

F. Dale Simmons
Born in 1937. Vice president - Real Estate Loan Management since
1993.

Vice president of AEFC since 1992. Senior portfolio manager of
AEFC 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 90
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
(Back cover of prospectus)

Quick telephone reference

Client Service Organization/Transaction Line
Withdrawals, transfers, inquiries

National/Minnesota: 800-437-3133
Mpls./St. Paul area: 612-671-3800

TTY Service
For the hearing impaired
800-846-4293

American Express Easy Access Line
Current rate information, account value, cash transaction
information (automated response, TouchtoneR phones only)

National/Minnesota: 800-272-4445
Mpls./St. Paul area: 612-671-1630

Distributed by American Express Financial Advisors Inc.

IDS Cash Reserve Certificate
IDS Tower 10
Minneapolis, MN 55440-0010

Distributed by
American Express
Financial Advisors Inc.
<PAGE>
PAGE 92
PART I. CROSS REFERENCE SHEET FOR PROSPECTUS
PURSUANT TO RULE 404(c)
IDS INSTALLMENT CERTIFICATE
AND VARIATIONS
<TABLE><CAPTION>

Item Caption in
Number Prospectus
<S> <C>
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;

Item 5. Determination of Not Applicable.
Offering Price.

Item 6. Dilution. Not Applicable.

Item 7. Selling Security Not Applicable.
Holders.

Item 8. Plan of Distribution.
Distribution.

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

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

<PAGE>
PAGE 93
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 Also see Item 17 in Part II.
Indemnification for
Securities Act Liabilities.

</TABLE>
<PAGE>
PAGE 94
IDS Installment Certificate

Prospectus
April 24, 1996

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)

An American Express Company
<PAGE>
PAGE 95
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 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 24, 1996:

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 96
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
Two ways to request a withdrawal or transfer p
Three ways to receive payment when you withdraw funds 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 97
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 98

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

o adding these daily amounts to get a monthly total, and

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, and we have received your
initial investment, we will send you 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
published in the BANK RATE MONITOR Top 25 Market AverageTM (the BRM
Average) on the first day of the period the rate is declared for.
For example, if the average rate most recently published is 2.75%,
our rate in effect for a one-week period beginning on the Wednesday
after that publication would be between 2.50 and 3.50%. (Bank money
market deposit accounts are government insured.)

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.

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, or

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, or

o the rate in effect seven days prior to receipt.<PAGE>
PAGE 99
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 1991 through February 1996, IDS
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, yields were
measured by the BRM National IndexTM, an average of CD yields in 10
cities).

<PAGE>
PAGE 100
Yields from February 1991 through February 1996

____ 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%
91 92 93 94 95 96

The graph compares past yields and should not be considered a
prediction of future performance. The Installment Certificate's
yields reflect its former policy, in effect through April 1992, of
compounding interest rates each calendar quarter. Monthly
compounding is reflected from February 1991 through February 1996.

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 2.96% (an effective
annual yield of 3.00%, assuming a Jan. 1 purchase) and make no
additional lump-sum investments and no withdrawals. (The rate and
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 101
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 $ 19.42 $1,219.42 $ 0.00 $ 0.00 $1,219.42 3.00%
2nd year end 2,400.00 75.42 2,475.42 0.00 0.00 2,475.42 3.00
3rd year end 3,600.00 169.11 3,769.11 60.00 0.97 3,830.08 4.06
4th year end 4,800.00 301.62 5,101.62 156.00 4.35 5,261.97 4.54
5th year end 6,000.00 474.11 6,474.11 276.00 11.10 6,761.21 4.72
6th year end 7,200.00 687.78 7,887.78 516.00 23.60 8,427.38 5.18

</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 2.06%, compared
to 2.18% (5.18 - 3.00) in the example. If actual interest rates
are lower than in the example, the increase in the average annual
yield would be somewhat more than 2.18%.

Calculating your bonus

To determine your bonus we:

o first calculate your average monthly investment over the
life of your certificate, weighting it to reflect the
amount of time each dollar has been invested (your<PAGE>
PAGE 102
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).

Calculating your bonus

1. Calculate the weighted value of each month's investment.

Multiply the amount invested ($100) by the number of months it
is held - 24 months for the first $100, 23 months for the
second, etc. Example: Amount invested in month 1 is $100.
The investment will be held 24 months. $100 X 24 months =
$2,400 monthly weighted value.

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

Total amount invested over 24 months

2. Add the weighted values: $2,400 + $2,300 + $2,200 + ...$150 =
$38,550 is the total weighted value of the investment.

3. Add the number of months held:
24 + 23 + 22 + ...+1 = 300. 300 is the total number of months
the investment is held.

4. Divide the total weighted value of the investment (step 2) by
the total number of months the investment is held (step 3):
$38,550 / 300 = $128.50 is your weighted average monthly
investment (WAMI) at the end of 24 months.

5. Multiply your WAMI by the applicable bonus percentage (5% in
the third year): 5% of $128.50 = $6.43. $6.43 is your bonus
payment each month in year 3, a total of $77 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.

<PAGE>
PAGE 103

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. In effect, you reduce the size of the bonus
you are eligible to receive. This is because removing principal
will reduce the weighted value of your investment. The weighted
value will decrease in proportion to the amount of principal you
withdraw. Using the example above, if you withdrew $1,000 of the
principal before the end of the 24th month, your total investment
would decrease by 30.3% ($1,000/3,300=.303); therefore the
reduction factor you will use to figure out the amount of your
reduced bonus is .303.

To figure out how much your bonus will be, follow these steps:

1. Multiply the original total weighted value (see original
example) of your investment by the reduction factor calculated
above.
$38,550 x .303 = $11,680.65.

2 Subtract the number calculated in Step 1 from the original
total weighted value of your investment.
$38,550 - 11,680.65 = $26,869.35.

The new weighted value of your investment after making the
$1,000 withdrawal is $26,869.35.

3. Divide the new weighted value of your investment by the total
number of months held (300 in this example).
$26,869/300 = $89.56.

Your new weighted average monthly investment (WAMI) is $89.56.

4. Multiply the new WAMI by the applicable bonus percentage. In
this example, 5% is the bonus because that is the amount on
the third year bonus.
$89.56 x .05 = $4.48, or $53.76 total bonus for the year.

Withdrawals may also affect your eligibility for bonus payments in
the third through sixth years. To remain eligible you must make
the required number of minimum payments and 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 <PAGE>
PAGE 104
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

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.

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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."
<TABLE><CAPTION>
Two ways to make monthly investments
<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
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 If your withdrawal request is received in the Minneapolis
headquarters on a business day before 3 p.m. Central
time, it will be processed that day and payment will be
sent the next business day. Otherwise, your request will
be processed one business day later.

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

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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 owner, or if it is for an IRA and you have
reached age 70 1/2. See "Retirement plans: special policies"
below for additional penalty policies.)

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

o first from interest and bonus payments credited to your
account,

o then from the principal of your certificate.

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

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

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

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

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

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

The total transaction would be:

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

Loss of Interest: If you make a withdrawal at any time other than
the last day of the certificate month, you will lose interest <PAGE>
PAGE 107
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).

Two ways to request a withdrawal or transfer

1
By phone

o Call the Client Service Organization at the telephone numbers
listed on the back cover between 8 a.m. and 6 p.m. your local
time.

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.

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

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:
American Express Financial Advisors Inc.
Client Service Organization
IDS Tower 10
Minneapolis, MN
55440-0010

Express mail:
American Express Financial Advisors Inc.
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: $1,000

o Request that money be wired to your bank.

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

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PAGE 109
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
By electronic transfer

o Available only for pre-authorized scheduled partial
withdrawals and other full or partial withdrawals

o No charge

o Deposited electronically in your bank account

o Allow two to five business days from request to deposit.

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.

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o The IRA termination fee will be waived if withdrawal occurs
upon the owner'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 more information

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 the Client Service Organization at the
telephone numbers listed on the back cover.

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.<PAGE>
PAGE 111
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.

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: Employee Identification Number of:

Individual or joint account The individual or individuals
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 money into the trust)

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

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PAGE 112

Sole proprietorship The owner

Partnership The partnership

Corporate The corporation

Association, club or The organization
tax-exempt organization

Foreign investors

Estate tax: If you are a nonresident alien and you die while
owning a certificate, then, depending on the circumstances, IDSC,
at a minimum, 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. In other cases, we generally will not
take action regarding your certificate until we receive a transfer
certificate from the IRS or evidence satisfactory to IDSC that the
estate is being administered by an executor or administrator
appointed, qualified and acting within the United States. In
general, a transfer certificate provides assurance that the IRS
will not claim your IDS certificate to satisfy estate taxes.

<PAGE>
PAGE 113
How your money is used and protected

Invested and guaranteed by IDSC

The IDS Installment Certificate is issued and guaranteed by IDSC, a
wholly owned subsidiary of AEFC. We are by far the largest issuer
of face amount certificates in the United States, with total assets
of more than $3.9 billion and a net worth in excess of $250 million
on Dec. 31, 1995.

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 owners

o various expenses, including taxes, fees to AEFC 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, 1995:

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PAGE 114
Type of investment Net amount invested

Government agency bonds 38%
Corporate and other bonds 34
Preferred stocks 17
Mortgages 6
Municipal bonds 3
Cash and cash equivalents 2

More than 96% 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 AEFC. Copies
of our Dec. 31, 1995, schedule of Investments in Securities of
Unaffiliated Issuers are available upon request. For comments
regarding the valuation, carrying values and unrealized
appreciation (depreciation) of investment securities, see Notes 1,
2 and 3 to the financial statements.

Investment policies

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

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

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

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

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

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

<PAGE>
PAGE 115
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 or more 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. When-issued securities are
subject to market fluctuations and they may affect IDSC's
investment portfolio the same as owned securities.

Illiquid securities - A security is illiquid if it cannot be sold
in the normal course of business within seven days at approximately
its current market value. Some investments cannot be resold to the
U.S. public because of their terms or government regulations. All
securities, however can be sold in private sales, and many may be
sold to other institutions and qualified buyers or on foreign
markets. IDSC's investment advisor will follow guidelines
established by the board and consider relevant factors such as the
nature of the security and the number of likely buyers when
determining whether a security is illiquid. No more than 15% of
IDSC's investment portfolio will be held in securities that are
illiquid. In valuing its investment portfolio to determine this
15% limit, IDSC will use statutory accounting under an SEC order.
This means that, for this purpose, the portfolio will be valued in
accordance with applicable Minnesota law governing investments of
life insurance companies, rather than generally accepted accounting
principles.

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 116
How your money is managed

Relationship between IDSC and American Express Financial
Corporation

Before IDSC was created, AEFC (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 AEFC. IDSC, IDS, and now AEFC have
never failed to meet their certificate payments.

During its many years in operation, AEFC has become a leading
manager of investments in mortgages and securities. As of Dec. 31,
1995, AEFC managed investments, including its own, of more than
$129 billion. American Express Financial Advisors Inc., a wholly
owned subsidiary of AEFC, 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. AEFC'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

AEFC 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.

<PAGE>
PAGE 117

As of Dec. 31, 1995, IDSC had issued (in face amount)
$13,074,792,382 of installment certificates and $14,769,642,620 of
single payment certificates.

Investment management and services

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

o providing investment research,

o making specific investment recommendations, and

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

All these activities are subject to direction and control by our
board of directors and officers. Our agreement with AEFC 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 AEFC 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

1995 $16,472,458 0.50%
1994 $13,565,432 0.51
1993 $15,036,091 0.50

Estimated advisory and services fees for 1996 are $19,152,000.

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,
<PAGE>
PAGE 118
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 AEFC,

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

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 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.

Employment of other American Express affiliates

AEFC may employ an affiliate of American Express Company as
executing broker for our portfolio transactions only if:

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PAGE 119
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 $40,000 during 1995 to directors not employed by
AEFC.

Board of directors

David R. Hubers*
Born in 1943. Director since 1987.

President and chief executive officer of AEFC since 1993. Senior
vice president and chief financial officer of AEFC from 1984 to
1993.

Charles W. Johnson
Born in 1929. Director since 1989.

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

Richard W. Kling*
Born in 1940. Director since 1996.

Edward Landes
Born in 1919. Director since 1984.

Development consultant. Director of endowment development, YMCA of
Metropolitan Minneapolis. Former sales manager - Supplies Division
and district manager - Data Processing Division of IBM Corporation.
Retired 1983.

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PAGE 120
John V. Luck, Ph.D.
Born in 1926. Director since 1987.

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

James A. Mitchell*
Born in 1941. Director since 1994 .

Chairman of the board of directors from 1994 to 1996. Executive
vice president - marketing and products of AEFC since 1994. Senior
vice president - insurance operations of AEFC and president and
chief executive officer of IDS Life Insurance Company from 1986 to
1994.

Harrison Randolph
Born in 1916. Director since 1968.

Consultant.

Gordon H. Ritz
Born in 1926. Director since 1968.

President, Con Rad Broadcasting Corp. Director, Mid-America
Publishing and Atrix International, Inc. Former director, Sunstar
Foods.

Stuart A. Sedlacek*
Born in 1957. Director since 1994.

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

Executive officers

Stuart A. Sedlacek
Born in 1957. President since 1994.

Morris Goodwin Jr.
Born in 1951. Vice president and treasurer since 1989.

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

Timothy S. Meehan
Born in 1957. Secretary since 1995.

Secretary of AEFC and American Express Financial Advisors Inc.
since 1995. Senior counsel to AEFC since 1995. Counsel from 1990
to 1995.<PAGE>
PAGE 121
Lorraine R. Hart
Born in 1951. Vice president-investments since 1994.