IDS CERTIFICATE CO /MN/
POS AM, 1997-03-14
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<PAGE>
PAGE 1
                  SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C.

                               FORM S-1

                 POST-EFFECTIVE AMENDMENT NUMBER 40 TO

                 REGISTRATION STATEMENT NUMBER 2-55252

                   SERIES D-1 INVESTMENT CERTIFICATE

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

                                 UNDER

                      THE SECURITIES ACT OF 1933

                    IDS CERTIFICATE COMPANY                        
            (IDS Certificate Company effective April 1984)
          (Exact name of registrant as specified in charter)

                             DELAWARE                              
    (State or other jurisdiction of incorporation or organization)

                               6725                                
       (Primary Standard Industrial Classification Code Number)

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

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

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

The Registrant has registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to Section 
24-f of the Investment Company Act of 1940.  Registrants' Rule 
24f-2 Notice for its most recent fiscal year (December 31) was
filed on or about February 19, 1997.

<PAGE>
PAGE 2 
IDS Series D-1 Investment Certificate

Prospectus/April 30, 1997                                         

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

IDSC offers persons who retire as full-time employees or as full-
time financial advisors or district managers of AEFC and its
subsidiary companies the opportunity to purchase the Series D-1
Certificate in Individual Retirement Accounts (IRAs).

IDSC guarantees a specific rate of interest for each calendar
quarter.  IDSC also guarantees the principal of your certificate
(page --).

The Series D-1 certificate matures 20 years from its issue date. 
Its value at maturity will be equal to total contributions made
plus interest earned and less any withdrawals (i.e. surrenders)
(page --).
   
As is the case with other investment companies, these securities
have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission nor has the
Securities and Exchange Commission or any state securities
commission passed upon the accuracy or adequacy of this prospectus. 
Any representation to the contrary is a criminal offense.
    
This certificate is backed by IDSC's investments on deposit rather
than guaranteed or insured by the government or someone else.  See
"Invested and guaranteed by IDSC" and "Regulated by government"
under "How your money is used and protected."

The prospectus gives you facts about the Series D-1 certificate and
describes its terms and conditions.  You should read it to decide
if this certificate is the right investment for you.  Keep it with
your investment records for future reference.
   
IDS Certificate Company
IDS Tower 10
Minneapolis, MN  55440-0010
800-437-3463
800-846-4293 (TTY)
An American Express company
    <PAGE>
PAGE 3 
Annual Interest Rates as of April 30, 1997
___________________________________________________________________
Simple              Compound
Interest            Effective
Rate                Yield

- ----%               ----%
___________________________________________________________________

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

The Series D-1 certificate is backed 100 percent by our investments
on deposit instead of by federal insurance.  There are no sales or
surrender charges.  There is no minimum rate of interest.  IDSC
does not have a distribution agreement or pay a distribution fee
with respect to this certificate.
                                          
AVAILABLE INFORMATION ABOUT IDSC

IDSC is subject to the reporting requirements of the Securities
Exchange Act of 1934.  Reports and other information on IDSC are
filed with the Securities and Exchange Commission (SEC) and can be
inspected and copied at the public reference section of the SEC,
Washington, D.C. and also at the following regional offices:

Northeast Regional Office
7 World Trade Center
Suite 1300
New York, NY  10048
   
Midwest Regional Office
Northwestern Atrium Center
500 West Madison St. 
Suite 1400
Chicago, IL  60661
    
Pacific Regional Office
5670 Wilshire Blvd.
11th Floor
Los Angeles, CA  90036

You can obtain copies from the Public Reference Section of the SEC,
450 5th Street, N.W., Washington, D.C. 20549 at prescribed rates.
<PAGE>
PAGE 4 
We are not responsible for any information about IDSC except for
the information in this prospectus, including any supplements, in
any reports filed with the SEC or in any supplemental sales
material we have authorized for use in the sale of this
certificate.

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

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

SUMMARY OF CONTENTS

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

About the Series D-1 Investment Certificate

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

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

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

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

Using the Series D-1 Investment Certificate

Contributions to the Certificate - Instructions to Plan
participants on how to direct contributions to the Series D-1
certificate may be obtained through the appropriate Plan
Administrator or, for IRAs, from your financial advisor or your
local American Express Financial Advisors office or by writing to
American Express Financial Advisors Inc., IDS Tower 10, <PAGE>
PAGE 5 
Minneapolis, MN 55440-0534 or by calling 1-800-437-3463.  The
Series D-1 certificate is offered only to eligible participants in
connection with the American Express Retirement Plan, the CDRP, the
IDS DVP Retirement Plan, the IDS DVP Savings Plan, the IDS Mutual
Funds Profit Sharing Plan, IRAs of persons who retire as full-time
AEFC employees, financial advisors or district managers and to
affiliated companies of IDSC (page --).

Other IRAs or 401(k) Plan Accounts and Other Qualified Retirement
Accounts - When a participant takes a qualifying distribution from
a plan qualified under Internal Revenue Code 401(a), the
participant's Series D-1 certificate plan account may be rolled
over into an IRA or other qualified retirement plan account where
allowed by a Plan (page --).  The Career Distributors' Retirement
Plan is a nonqualified deferred compensation plan. 

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

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

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

Income and Taxes

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

How your money is used and protected

Invested and guaranteed by IDSC - IDSC, a wholly owned subsidiary
of AEFC, issues the Series D-1 certificate in the name of the
custodian of the IRA, trustee of a Plan or in the case of the CDRP
of AEFC, to AEFC as the sponsor of the plan or to an affiliated
company of IDSC.  This section gives basic information about IDSC's
assets and income (page --).

Regulated by Government - The Series D-1 certificate is a security
and is governed by federal and state law (page --).

Backed by our investments - Our investments, mostly debt
securities, are on deposit (page --).
<PAGE>
PAGE 6 
Investment Policies - We do not purchase securities on margin or
invest in commodities nor do we participate on a joint basis or
joint-and-several basis in any trading account in securities.  
There are no restrictions on concentration of investments in
industries.  We may lend securities and receive cash equal to the
market value of the securities as collateral.  We also may purchase
securities on a "when-issued" basis (page --).

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

Capital structure and certificates issued - (page --).

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

Employment of Other American Express Affiliates - AEFC may employ
other American Express affiliates to perform certain transactions
for us (page --).

Directors and officers - This section contains information about
our management and directors. (page -----).

ABOUT THE SERIES D-1 INVESTMENT CERTIFICATE

Investment Amounts and Interest Rates

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

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

Interest rates may differ for investments of more than $1 million
in one or more Series D-1 Certificates by any affiliated company of
IDSC.  When rates for new purchases by any such company take <PAGE>
PAGE 7 
effect, the rate will be within a range from 20 basis points below
to 80 basis points above the average interest rate then published
for 12-month certificates of deposit in the BANK RATE MONITOR
National Index (trademark), N. Palm Beach, FL 33408.

The BANK RATE MONITOR National Index (trademark), N. Palm Beach, FL
33408 is an index of rates and annual effective yields offered on
various length certificates of deposit by large banks and thrifts
in large metropolitan areas.  The frequency of compounding varies
among the banks and thrifts.  

Certificates of deposit in the BANK RATE MONITOR National Index
(trademark), N. Palm Beach, FL 33408 are government-insured fixed-
rate time deposits.  The BANK RATE MONITOR National Index
(trademark), N. Palm Beach, FL  33408 is published in the BANK RATE
MONITOR, a weekly magazine published in N. Palm Beach, FL, by
Advertising News Service Inc., an independent national news
organization that collects and disseminates information about bank
products and interest rates.  It is not affiliated with IDSC, AEFC,
or any of their affiliates.

The publisher of the BANK RATE MONITOR distributes to national and
broadcast news media on a regular weekly basis its current index
rates for various terms of certificates of deposit of banks and
thrifts. 

The BANK RATE MONITOR periodical may be available in your local
library.  To obtain information on the current BANK RATE MONITOR
Top Market AverageTM 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.

Interest is credited to the certificate daily. The rate in effect
on the day the contribution is accepted in Minneapolis will apply
to the certificate.  The interest rate shown on the front of this
prospectus may or may not be in effect on the date a participant's
contribution is accepted.

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

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

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

The face amount is the amount of the initial investment in the
Series D-1 certificate.  At the beginning of each quarter, all
interest previously credited to a Series D-1 certificate and not <PAGE>
PAGE 8 
withdrawn will become part of its principal.  For example: if the
initial investment in a certificate was $100,000, the face amount
would be $100,000.  If the certificate earns $1,000 in interest
during a quarter and it is not withdrawn, the principal for the
next quarter will be $101,000.  Your principal is guaranteed by
IDSC.

Value at Maturity Will Exceed Face-Amount

The Series D-1 certificate matures in 20 years except as provided
in "receiving cash" under "Using the Series D-1 Investment
Certificate."  A certificate held to maturity will have had
interest declared each quarter over its life.  Interest once
declared for the quarter will not be reduced.  The value at
maturity will exceed the face amount.

Earning Interest

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

USING THE SERIES D-1 INVESTMENT CERTIFICATE

Contributions to the Series D-1 Investment Certificate

A contribution will be made to the Series D-1 Certificate by the
Plan sponsor as directed by the participant.  Instructions to Plan
participants on how to direct Plan contributions to a Series D-1
certificate may be obtained from the appropriate Plan
Administrator.  The amount of contributions made on behalf of a
participant or AEFC will be limited by the terms of the Plan and
applicable tax laws.

Any additional contributions in a Plan or IRA made on behalf of
participants or investors who already have a beneficial interest in
or related to an IDS Series D-1 Investment Certificate in the same
Plan or IRA will be added directly to that certificate, rather than
invested in a new certificate.

The Series D-1 certificate is offered only in connection with the
American Express Retirement Plan, the CDRP, the IDS DVP Retirement
Plan, the IDS DVP Savings Plan, the IDS Mutual Funds Profit Sharing
Plan, and the IRAs of persons who retire as full-time employees,
financial advisors or district managers of AEFC, its subsidiary 
companies, and the IDS MUTUAL FUND GROUP and to affiliated
companies of IDSC.  These Plans are for the exclusive benefit of
eligible employees and financial advisors of AEFC and its
subsidiary companies and the IDS MUTUAL FUND GROUP.  Any Series D-1
certificate issued will be owned by and issued in the name of the
trustee or custodian of the IRA or Plan except that a certificate
issued in conjunction with CDRP will be issued in the name of AEFC.<PAGE>
PAGE 9 
Participating employees and advisors have a beneficial interest in
or related to the applicable Series D-1 certificates but are not
the direct owners.  The terms of a Plan, as interpreted by the
applicable Plan trustee, or AEFC in the case of CDRP, will
determine how a participant's individual account is administered. 
These terms will likely differ in some aspects from those of the
Series D-1 certificate.  The custodian or trustee may change the
ownership of any Series D-1 certificate issued to a participant in
a Plan in connection with an "in kind" distribution of benefits
from a Plan as described below.  Any new custodian or trustee,
including any IRA custodian, will be responsible for contacting us
to change ownership.

Other IRAs or 401(k) Plan Accounts and Other Qualified Retirement
Accounts

Unless prohibited by your Plan, any Series D-1 certificate proceeds
distributed to an eligible participant in a qualifying
distribution, may be invested in an IRA or qualified retirement
plan.  Transfer of proceeds of the Series D-1 certificate to an
IRA, or 401(k) plan account or other qualified retirement plan
account will be limited by Plan provisions and applicable federal
law.  Federal tax laws may affect your ability to invest in certain
types of retirement accounts.  You may wish to consult your tax
advisor or your local American Express Tax and Business Services
tax professional, where available, for further information.

In addition, under limited circumstances a Series D-1 certificate
may be transferred "in kind" to an IRA or qualified retirement
account.  An "in kind" distribution will not reduce or extend the
certificate's maturity.  If an "in kind" transfer is made, the
terms and conditions of the Series D-1 certificate apply to the IRA
or qualified retirement account as the holder of the certificate. 
The terms of the Plan, as interpreted by the Plan trustee or
administrator, will determine how a participant's individual
account with the Plan is administered.  These terms may differ from
the terms of the certificate.  A Series D-1 certificate may only be
distributed "in kind" to an IRA or other qualified retirement
account.  If you make a withdrawal from a qualified retirement plan
or IRA prior to age 59 1/2, you may be required to pay federal
early distribution penalty tax.

IDSC will withhold federal income taxes of 10% on IRA withdrawals
unless you tell us not to.  IDSC is required to withhold federal
income taxes of 20% on most qualified plan distributions, unless
the distribution is directly rolled over to another qualified plan
or IRA.  See your tax adviser to see how these rules apply to you
before you request a distribution from your plan or IRA.
<PAGE>
PAGE 10 
Receiving Cash 

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

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

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

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

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

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

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

     'No election(s) can be made that will require IDSC to make any
     payment later than 30 years from the date elected; and make
     any term or periodic interest payment of less than $50.
<PAGE>
PAGE 11 
     'After the date of the elected payout option, the owner may
     elect to receive all or part of the balance left under a
     payout option.  If done only in part, the balance may be left
     under the elected option.

Payout Options - Any time after the issue date of the Series D-1
certificate if an "in kind" distribution has occurred, including at
the time of maturity, a payout option may be elected for all or any
part of a Plan investment.  The payout options are described below. 

Payout options may be changed.  The balance remaining in the
certificate will continue to accrue interest at the then current
rate; the amount transferred to an option will continue to accrue
interest at the then current option rate.  The maturity date of the
balance will not be affected.  Notwithstanding the provisions of
the payout options herein described, tax laws in effect at the time
a payout option is selected and plan provisions may limit the
availability of the option.

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

Installment Payments - Installment payments of $50 or more may be
elected.  The payment periods designated may be monthly, quarterly,
semiannually or annually over a period of more than two years but
less than 30 years, but also cannot exceed that permitted under
federal tax law.  Payments will begin one payment period after the
effective date of the payout option.  Depending on the size of the
payment selected, these payments may include both principal and
interest.

Periodic Interest Payments - Combined interest on the Series D-1
certificate may be paid in monthly, quarterly, semiannual or annual
payments of more than two years but less than 30 years provided the
payments are at least $50.  The time period selected cannot exceed
that permitted under federal tax law.

Deferred Interest - At maturity or after any installment or
periodic interest payout plan has begun, all or part of the Series
D-1 certificate may be left with IDSC to continue to earn interest
for an additional period of years.  The additional years elected
may not exceed the earlier of 30 years from the date of maturity or
date on which the participant reaches age 70 1/2.

At its option, IDSC may defer for not more than thirty days any
payment to which the participant may become entitled prior to the
Series D-1 certificate's maturity.  IDSC will pay interest on the
amount deferred at the rate used in accumulating the reserves for
the Series D-1 certificate for any period of deferment.  Any <PAGE>
PAGE 12 
payment by us also may be subject to other deferment as provided by
the rules, regulations or orders made by the Securities and
Exchange Commission.

At Maturity

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

Transferring Series D-1 Investment Certificate Ownership

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

Giving Us Instructions

We must receive proper notice in writing or by telephone of any
instructions regarding a certificate.

Proper written notice must:

'be addressed to our home office,

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

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

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

To give us instructions by telephone, 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.

INCOME AND TAXES

Tax Treatment of This Investment

Interest paid to the Series D-1 certificate is generally not
taxable until a participant begins to make withdrawals.  For
further discussion of certain federal tax limitations, see page _.

Rules regarding Plan distributions and other aspects of the Series
D-1 certificate are complicated.  We recommend that participants
consult their own tax advisor or local American Express Tax and
Business Services tax professional, where available, to determine
how the rules may apply to their individual situation.<PAGE>
PAGE 13 
Withholding Taxes

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

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

How your money is used and protected

Invested and guaranteed by IDSC
   
The IDS Series D-1 Certificate is issued and guaranteed by IDSC, a
wholly owned subsidiary of AEFC.  We are by far the largest issuer
of face amount certificates in the United States, with total assets
of more than $3.5 billion and a net worth in excess of $194 million
on Dec. 31, 1996.
    
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, and
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 that are similar to our certificates in many ways.  Banks
and thrifts generally have federal deposit insurance for their
deposits and lend much of the deposited money to individuals,
businesses and other enterprises.  Other financial institutions may
offer investments with comparable combinations of safety and return
on investment.

Regulated by government

Because the IDS Series D-1 Certificate is a security, its offer and
sale are subject to regulation under federal and state securities
laws.  (It is a face amount certificate -- not a bank product, an
equity investment, a form of life insurance or an investment
trust.)

The federal Investment Company Act of 1940 requires us to keep
investments on deposit in a segregated custodial account to protect
all of our outstanding certificates.  These investments back the
entire value of your certificate account.  Their amortized cost <PAGE>
PAGE 14 
   
must exceed the required carrying value of the outstanding
certificates by at least $250,000.  As of Dec. 31, 1996, the
amortized cost of these investments exceeded the required carrying
value of our outstanding certificates by more than $151 million.
    
Backed by our investments

Our investments are varied and of high quality.  This was the
composition of our portfolio as of Dec. 31, 1996:
   
38% corporate and other bonds
31  government agency bonds
20  preferred stocks
 6  mortgages
 3  cash and cash equivalents
 2  municipal bonds

As of Dec. 31, 1996, about 93% of our securities portfolio (bonds
and preferred stocks) is rated investment grade.  For additional
information regarding securities ratings, please refer to Note 3B
in the Financial Statements.
    
Most of our investments are on deposit with American Express Trust
Company (formerly IDS Trust Company), Minneapolis, although we also
maintain separate deposits as required by certain states.  American
Express Trust Company is a wholly owned subsidiary of AEFC.  Copies
of our Dec. 31, 1996 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:

Debt securities --  Most of our investments are in debt securities
as referenced in the table in "Backed by our investments" under
"How your money is used and protected."

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 except to the extent that
transactions described in "Financial transactions including hedges"
in this section may be considered commodity contracts.
<PAGE>
PAGE 15 
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. 
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 in limited partnership interests in
limited parnerships that either directly, or indirectly through
other limited partnerships, invest in real estate.  We may invest
directly in real estate.  We also 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 in debt
securities 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.

Financials transactions including hedges --  We buy or sell various
types of options contracts for hedging purposes or as a trading
technique to facilitate securities purchases or sales.  We buy
interest rate caps for hedging purposes.  These pay us a return if
interest rates rise above a specified level.  If interest rates do
not rise above a specified level, the interest rate caps do not pay
us a return.  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.  We do not use derivatives for speculative
purposes.
    
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 
<PAGE>
PAGE 16 
   
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.

Certain investment considerations

The price of bonds generally falls as interest rates increase, and
rises as interest rates decrease.  The price of a bond also
fluctuates if its credit rating is upgraded or downgraded.  The
price of bonds below investment grade may react more to the ability
of a company to pay interest and principal when due than to changes
in interest rates.  They have greater price fluctuations, are more
likely to experience a default, and sometimes are referred to as
junk bonds.  Reduced market liquidity for these bonds may
occasionally make it more difficult to value them.  In valuing
bonds, IDSC relies both on independent rating agencies and the
investment manager's credit analysis.  Under normal circumstances,
at least 85% of the securities in IDSC's Portfolio will be rated
investment grade, or in the opinion of IDSc's investment advisor
will be the equivalent of investment grade.  Under normal
circumstances, IDSC will not purchase any security rated below B-
by Moody's Investors Service, Inc. or Standard & Poor's
Corporation.  Securities that are subsequently downgraded in
quality may continue to be held by IDSC and will be sold only when
IDSC believes it is advantageous to do so.
   
As of Dec. 31, 1996, IDSC held about 7% of its investment portfolio
(including bonds, preferred stocks, mortgages and cash equivalents)
in investments rated below investment grade.
    
When-issued securities are subject to market fluctuations and they
may affect IDSC's investment portfolio the same as owned
securities.

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.
<PAGE>
PAGE 17 
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), our parent company, had issued similar certificates
since 1894.  As of Jan. 1, 1995, IDS Financial Corporation changed
its name to 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,
1996, AEFC managed investments, including its own, of more than
$149 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' 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(R) 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 including American Express Bank
     International).

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

<PAGE>
PAGE 18 
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, 1996, IDSC had issued (in face amount)
$13,327,949,715 of installment certificates and $15,788,445,077 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 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 total
Included assets                book value
First $250 million                0.75%
Next 250 million                  0.65
Next 250 million                  0.55
Next 250 million                  0.50
Any amount over 1 billion         0.45

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

Advisory and services fees for the past three years were:
   
                                  Percentage of
Year        Total fees            included assets
1996        $16,989,093               0.50%   
1995        $16,472,458               0.50%
1994        $13,565,432               0.51%

Estimated advisory and services fees for 1997 are $16,621,000.
    <PAGE>
PAGE 19 
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;
     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 holder accounts); and
o    expenses of customer settlements not attributable to any sales
     function.
    
Distribution

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

Employment of other American Express affiliates

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

o    we receive prices and executions at least as favorable as
     those offered by qualified independent brokers performing
     similar services;
o    the affiliate charges us commissions consistent with those
     charged to comparable unaffiliated customers for similar
     transactions; and
o    the affiliate's employment is consistent with the terms of the
     current Investment Advisory and Services Agreement and federal
     securities laws.

Directors and officers

IDSC's directors, chairman, president and controller are elected
annually for a term of one year.  The other executive officers are
appointed by the president.
   
We paid a total of $37,000 during 1996 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.<PAGE>
PAGE 20 
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.  Executive
vice president of marketing and products of AEFC 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.
   
Edward Landes  
Born in 1919.  Director since 1984.
Development consultant.  Director of IDS Life Insurance Company of
New York.  Director of Endowment Development, YMCA of Metropolitan
Minneapolis.  Vice president for Financial Development, YMCA of
Metropolitan Minneapolis from 1985 through 1995.  Former sales
manager - Supplies Division and district manager - Data Processing
Division of IBM Corporation.  Retired 1983.
    
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 1968.  Retired
1988.

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.
Engineering, manufacturing and management consultant since 1978.

Gordon H. Ritz 
Born in 1926.  Director since 1968.
Director, Mid-America Publishing and Atrix International, Inc.
Former president, Con 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.
<PAGE>
PAGE 21 
*"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. 
Senior counsel to AEFC since 1996.  Counsel to AEFC from 1992 to
1996.  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 22 
Auditors

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

Ernst & Young, LLP, Minneapolis, has audited the financial
statements for each of the years in the three-year period ended
Dec. 31, 1996. These statements are included in this prospectus. 
Ernst & Young, LLP, is also the auditor for American Express, the
parent company of AEFC and IDSC.
<PAGE>
PAGE 23 
Appendix

Description of corporate bond ratings

Bond ratings concern the quality of the issuing corporation.  They
are not an opinion of the market value of the security.  Such
ratings are opinions on whether the principal and interest will be
repaid when due.  A security's rating may change which could affect
its price.  Ratings by Moody's Investors Service, Inc. are Aaa, Aa,
A, Baa, Ba, B, Caa, Ca and C.  Ratings by Standard & Poor's
Corporation are AAA, AA, A, BBB, BB, B, CCC, CC, C and D.

Aaa/AAA - Judged to be of the best quality and carry the smallest
degree of investment risk.  Interest and principal are secure.

Aa/AA - Judged to be high-grade although margins of protection for
interest and principal may not be quite as good as Aaa or AAA rated
securities.

A - Considered upper-medium grade.  Protection for interest and
principal is deemed adequate but may be susceptible to future
impairment.

Baa/BBB - Considered medium-grade obligations.  Protection for
interest and principal is adequate over the short-term; however,
these obligations may have certain speculative characteristics.

Ba/BB - Considered to have speculative elements.  The protection of
interest and principal payments may be very moderate.

B - Lack characteristics of more desirable investments.  There may
be small assurance over any long period of time of the payment of
interest and principal.

Caa/CCC - Are of poor standing.  Such issues may be in default or
there may be risk with respect to principal or interest.

Ca/CC - Represent obligations that are highly speculative.  Such
issues are often in default or have other marked shortcomings.

C - Are obligations with a higher degree of speculation.  These
securities have major risk exposures to default.

D - Are in payment default.  The D rating is used when interest
payments or principal payments are not made on the due date.

Non-rated securities will be considered for investment.  When
assessing each non-rated security, IDSC will consider the financial
condition of the issuer or the protection afforded by the terms of
the security.
<PAGE>
PAGE 24 
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.

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

Account value, cash transactions information (automated response,
TouchtoneR phones only)

National/Minnesota:  800-862-7919
Mpls./St. Paul area: 800-862-7919

IDS Series D-1 Investment Certificate
IDS Tower 10
Minneapolis, MN  55440-0010

Distributed by American Express Financial Advisors Inc.
<PAGE>
PAGE 25  
                                                                    
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,                                             1996          1995         1994         1993          1992
                                                                                         ($ thousands)            
Statement of Operations Data:
<S>                                                           <C>           <C>          <C>           <C>          <C>        
                        
Investment income                                             $251,481      $256,913     $207,975      $236,859    $294,799  
Investment expenses                                             62,851        62,817       58,690        65,404      69,630  

Net investment income before provision for                                          
  certificate reserves and income tax benefit                  188,630       194,096      149,285       171,455     225,169 
Net provision for certificate reserves                         171,968       176,407      107,288       123,516     178,175 

Net investment income before income taxes                       16,662        17,689       41,997        47,939      46,994
Income tax benefit                                               6,537         9,097        2,663        3,3651       1,666 

Net investment income                                           23,199        26,786       44,660        51,304      58,660 
Realized gain (loss) on investments - net:                                          
Securities of unaffiliated issuers                                (444)          452       (7,514)       (9,870)     (9,498)
Other - unaffiliated                                               101          (120)       1,638          (418)       (500)

Total gain (loss) on investments                                  (343)          332       (5,876)      (10,288)     (9,998)
Income tax benefit (expense)                                       120          (117)       2,047         4,617           - 

Net realized gain (loss) on investments                           (223)          215       (3,829)       (5,671)     (9,998)
Net income - wholly owned subsidiary                             1,251           373          241           120           3 

Net income                                                     $24,227       $27,374      $41,072       $45,753     $48,665 

Dividends declared:                                        
Cash                                                           $65,000            $-      $40,200       $64,500     $83,750 
In-kind(a)                                                           -             -            -             -      64,558

Balance Sheet Data:                                        
Total assets                                                $3,563,234    $3,912,131   $3,040,857    $2,951,405  $3,444,985
Certificate loans                                               43,509        51,147       58,203        67,429      77,347 
Certificate reserves                                         3,283,191     3,628,574    2,887,405     2,777,451   3,256,472 
Stockholder's equity                                           194,550       250,307      141,852       161,138     179,885 
                                          
                                          
IDS Certificate Company (IDSC) is 100% owned by American Express Financial Corporation (Parent).
</TABLE>
(a) Consisted of an investment security at amortized cost.
<PAGE>
PAGE 26

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 owner accounts and also, the mix of fully taxable
and tax-advantaged investments in the IDSC portfolio.

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.

During the year 1996, total assets and certificate reserves
decreased due primarily to certificate maturities and surrenders
exceeding certificate sales.  The excess of certificate maturities
and surrenders over certificate sales resulted primarily from lower
accrual rates declared by IDSC during the year.  The decrease in
total assets in 1996 reflects also, a decrease in unrealized
appreciation on investment securities classified as available for
sale of $23 million and cash dividends paid to Parent of $65
million.  The decrease in total assets in 1996 was tempered by an
increase in payable for securities purchased of $62 million that
settled in early 1997. 

1996 Compared to 1995:

Gross investment income decreased 2.1% due primarily to lower
investment yields.

Investment expenses increased slightly in 1996.  The increase
resulted primarily from higher amortization of premiums paid for
index options of $2.1 million and higher investment advisory and
services fee of $.5 million due to a slightly higher average asset
base on which the fee is calculated.  These increases were offset
by lower distribution fees of $1.2 million due to lower certificate
sales, and lower amortization of premiums paid for interest rate
caps/corridors of $1.4 million.  The lower amortization of interest
rate caps/corridors reflects the net of $8.2 million lower
amortization and $6.8 million less interest earned under the
cap/corridor agreements.
<PAGE>
PAGE 27
Net provision for certificate reserves decreased 2.5% due primarily
to the net of lower accrual rates and a slightly higher average
balance of certificate reserves during 1996.

The decrease in income tax benefit resulted primarily from a lesser
portion of net investment income before income tax benefit being
attributable to tax-advantaged income.

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/corridors.  The lower amortization of interest rate
caps/corridors reflects the net of $1.7 million of accelerated
amortization and $5.6 million higher interest earned under the
cap/corridor agreements.

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

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.

Liquidity and cash flow:

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

Although total certificate sales decreased 41% in 1996 compared to
1995, certificate sales remained strong reflecting clients' ongoing
desire for safety of principal. Sales of certificates totaled
$1.0 billion in 1996 compared to $1.8 billion in 1995 and $1.5
billion during 1994.  Certificate sales in 1995 benefited from the
special introductory promotion of IDSC's 11-month term Flexible
Savings certificate which generated sales of $562 million.

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.

Certificate maturities and surrenders totaled $1.7 billion during
1996 compared to $1.0 billion in 1995 and $1.2 billion in 1994. 
The higher certificate maturities and surrenders in 1996 resulted
<PAGE>
PAGE 28

primarily from $461 million of surrenders of the 11-month Flexible
Savings certificate.  The surrenders of the 11-month Flexible
Savings certificate resulted primarily from lower accrual rates
declared by IDSC at term renewal, reflecting interest rates
available in the marketplace.

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.

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 owner
obligations.  

Under Statement of Financial Accounting Standards (SFAS) No. 115,
Accounting for Certain Investments in Debt and Equity Securities,
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 owner demand.  See notes 1 and 3 to the financial
statements for additional information relating to SFAS No. 115.

At Dec. 31, 1996, securities classified as held to maturity and
carried at amortized cost were $.9 billion.  Securities classified
as available for sale and carried at fair value were $2.2
billion.  These securities, which comprise 88% of IDSC's total
invested assets, are well diversified. Of these securities, 98%
have fixed maturities of which 93% are of investment grade.  Other
than U.S. Government Agency mortgage-backed securities, no one
issuer represents more than 1% of total securities.  See note 3 to
financial statements for additional information on ratings and
diversification.

During the year ended Dec. 31, 1996, IDSC sold held-to-maturity
securities with an amortized cost and fair value of $2.3 million
and $1.8 million, respectively.  The securities were sold due to
significant deterioration in the issuers' creditworthiness.  In
addition, a held-to-maturity security with an amortized cost of $20
million was tendered for $23.2 million.  By not accepting the
tender offer, Management believes it would have left IDSC
vulnerable to issuer's credit deterioration and it is reasonably
probable, impairment of investment and /or dividends would occur. 
During the same period in 1996, securities classified as available<PAGE>
PAGE 29

for sale were sold with an amortized cost and fair value of $319
million and $314 million, respectively.  The securities were sold
primarily to cover the cash outflows from surrenders of the
11-month Flexible Savings certificate.

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 1996
and 1995.

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.

Dividends:

Cash dividends of $65 million were paid to IDSC's Parent in 1996.

Ratios:

The ratio of stockholder's equity, excluding net unrealized holding
gains on investment securities, to total assets less certificate
loans and net unrealized holding gains on investment securities
at Dec. 31, 1996 was 5.2% compared to 5.8% in 1995.  IDSC's current
regulatory requirement is a ratio of 5.0%.

<PAGE>
PAGE 30
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 31

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, 1996 and 1995, and the related
statements of operations, stockholder's equity and cash flows for
each of the three years in the period ended December 31, 1996. 
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, 1996 and 1995 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, 1996 and 1995, and the results
of its operations and its cash flows for each of the three years in
the period ended December 31, 1996, 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 7, 1997                                         
<PAGE>
PAGE 32
<TABLE><CAPTION>
                                          
Balance Sheets, Dec. 31,                                                                    

Assets                                                                                       
<S>                                                           <C>            <C>                                               
                                             
Qualified Assets (note 2)                                       1996            1995
                                                                    ($ thousands)    
Investments in unaffiliated issuers (notes 3, 4 and 10):                                   
  Cash and cash equivalents                                    $111,331        $56,873 
  Held-to-maturity securities                                   863,921      1,002,905 
  Available-for-sale securities                               2,212,968      2,408,491 
  First mortgage loans on real estate                           218,697        233,394 
  Certificate loans - secured by certificate reserves            43,509         51,147 
Investments in and advances to affiliates                         6,444          5,655 
                                          
Total investments                                             3,456,870      3,758,465 
                                          
Receivables:                                                                                 
  Dividends and interest                                         44,013         49,632 
  Investment securities sold                                        654         42,872 
                                          
Total receivables                                                44,667         92,504 
                                          
Other (notes 9 and 10)                                           36,164         32,778 
                                          
Total qualified assets                                        3,537,701      3,883,747 
                                          
                                                                                             
Other Assets                                                                                 
                                          
Deferred distribution fees                                       25,525         28,286 
Other                                                                 8             98 
                                          
Total other assets                                               25,533         28,384 
                                          

Total assets                                                 $3,563,234     $3,912,131 
                                          
See notes to financial statements.                                                           
<PAGE>
PAGE 33
Balance Sheets, Dec. 31,                                                                   
                                          
Liabilities and Stockholder's Equity                                                         
                                                                                             
Liabilities                                                     1996            1995
                                                                    ($ thousands)    
Certificate Reserves (notes 5 and 10):                                                       
  Installment certificates:                                        
    Reserves to mature                                         $344,344     $330,415 
    Additional credits and accrued interest                      21,931       21,555 
    Advance payments and accrued interest                         1,198        1,394 
    Other                                                            55           55 
  Fully paid certificates:                                                                   
    Reserves to mature                                        2,747,690    3,127,301 
    Additional credits and accrued interest                     167,673      147,468 
  Due to unlocated certificate holders                              300          386 
                                          
Total certificate reserves                                    3,283,191    3,628,574 
                                          
Accounts Payable and Accrued Liabilities:                                           
  Due to Parent (note 7A)                                         1,424        1,541 
  Due to Parent for federal income taxes                          1,737          103 
  Due to affiliates (note 7B, 7C and 7D)                            279        2,068 
  Payable for investment securities purchased                    61,979          - 
  Accounts payable, accrued expenses and other (notes 9 and 10)  11,977       12,249 
                                          
Total accounts payable and accrued liabilities                   77,396       15,961 

Deferred federal income taxes (note 8)                            8,097       17,289 

Total liabilities                                             3,368,684    3,661,824 

Commitments (note 4)                                       

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                                      143,844      168,844 
Retained earnings:                                         
 Appropriated for predeclared additional credits/interest        11,989       18,878 
  Appropriated for additional interest on advance payments           50           50 
  Unappropriated                                                 22,728       31,612 
Unrealized holding gains on investment                                      
  securities - net (note 3A)                                     14,439       29,423 
                                          
Total stockholder's equity                                      194,550      250,307 
                                          
Total liabilities and stockholder's equity                   $3,563,234   $3,912,131 
                                          
See notes to financial statements.                                          
<PAGE>
PAGE 34
Statements of Operations                                                                     
                                                                                             
Year ended Dec. 31,                            1996           1995           1994
                                                          ($thousands)      
Investment Income:                                                 
Interest income from investments:                                           
  Bonds and notes:                                         
    Unaffiliated issuers                     $184,653       $181,902       $125,546 
  Mortgage loans on real estate:                                   
    Unaffiliated                               19,583         22,171         24,006 
    Affiliated                                     36             56             68 
  Certificate loans                             2,533          2,963          3,342 
Dividends                                      44,100         48,614         54,170 
Other                                             576          1,207            843 
                                          
Total investment income                       251,481        256,913        207,975 

Investment Expenses:                                       
Parent and affiliated company fees (note 7):                                        
  Distribution                                 32,732         33,977         27,007 
  Investment advisory and services             16,989         16,472         13,565 
  Depositary                                      228            242            183 
Options (note 9)                               10,156          8,038          9,854 
Interest rate caps/corridors (note 9)           2,351          3,725          7,608 
Other                                             395            363            473 
                                          
Total investment expenses                      62,851         62,817         58,690 

Net investment income before provision                                      
 for certificate reserves and income 
 tax benefit                                 $188,630       $194,096       $149,285 

See notes to financial statements.                                          

<PAGE>
PAGE 35 
Statements of Operations (continued)                                                         
                                                                                              
                                                  
Year ended Dec. 31,                                     1996           1995           1994
                                                                    ($thousands)      
Provision for Certificate Reserves (notes 5 and 9):                                          
According to the terms of the certificates:                                         
  Provision for certificate reserves                 $10,445        $11,009        $13,317 
  Interest on additional credits                       1,487          2,300          3,174 
  Interest on advance payments                            61             73             61 
Additional credits/interest authorized by IDSC:                                     
  On fully paid certificates                         155,411        157,857         85,101 
  On installment certificates                          5,637          6,288          6,741 
                                          
Total provision before reserve recoveries            173,041        177,527        108,394 
Reserve recoveries from terminations                                        
 prior to maturity                                    (1,073)        (1,120)        (1,106)
                                          
Net provision for certificate reserves               171,968        176,407        107,288 

Net investment income before income tax benefit       16,662         17,689         41,997 
Income tax benefit (note 8)                            6,537          9,097          2,663 
                                          
Net investment income                                 23,199         26,786         44,660 
                                          
Realized gain (loss) on investments - net:                                                   
  Securities of unaffiliated issuers                    (444)           452         (7,514)
  Other-unaffiliated                                     101           (120)         1,638 
                                          
Total gain (loss) on investments                        (343)           332         (5,876)
                                          
Income tax benefit (expense) (note 8):                                      
  Current                                                772            160          2,414 
  Deferred                                              (652)          (277)          (367)
                                          
Total income tax benefit (expense)                       120           (117)         2,047 
                                          
Net realized gain (loss) on investments                 (223)           215         (3,829)

Net income - wholly owned subsidiary                   1,251            373            241 
                                          
Net income                                           $24,227        $27,374        $41,072 
                                          
See notes to financial statements.                                          
                                          
<PAGE>
PAGE 36
Statements of Stockholder's Equity                                                           
                                          
                                                                                             
Year ended Dec. 31,                                                        1996           1995          1994
                                                                                      ($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                                           $168,844       $140,344      $147,144

Contribution from Parent                                                      -         28,500         3,000 
Cash dividends declared                                                 (25,000)             -        (9,800)
                                          
Balance at end of year                                                 $143,844       $168,844       $140,344 

Retained Earnings:                                         
Appropriated for predeclared additional credits/interest (note 5B):                          
Balance at beginning of year                                            $18,878        $18,398         $2,726 
Transferred from (to) unappropriated 
 retained earnings                                                       (6,889)           480         15,672 
                                          
Balance at end of year                                                  $11,989        $18,878        $18,398 

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

Unappropriated (note 6):                                   
Balance at beginning of year                                            $31,612         $4,718         $9,743 
Net income                                                               24,227         27,374         41,072 
Transferred (to) from appropriated 
 retained earnings                                                        6,889           (480)       (15,697)
Cash dividends declared                                                 (40,000)             -        (30,400)
                                          
Balance at end of year                                                  $22,728        $31,612         $4,718 
                                          
Unrealized holding gains and losses on investment securities -                               
  net (notes 1 and 3A):                                    
Balance at beginning of year                                            $29,423       ($23,158)            $- 
Adjustment due to initial application of SFAS 115                             -              -          8,827 
Change during year                                                      (14,984)        52,581        (31,985)
                                          
Balance at end of year                                                  $14,439        $29,423       ($23,158)

Total stockholder's equity                                             $194,550       $250,307       $141,852


See notes to financial statements.                                          
<PAGE>
PAGE 37
Statements of Cash Flows                                                                      
                                          
                                                                                             
Year ended Dec. 31,                              1996           1995           1994
                                                             ($ thousands)    
Cash flows from operating activities:                                       
Net income                                     $24,227        $27,374        $41,072 
Adjustments to reconcile net income to net                                          
cash provided by operating activities:                                      
  Net income of wholly owned subsidiary         (1,251)          (373)          (241)
  Provision for certificate reserves           171,968        176,407        107,288 
  Interest income added to certificate loans    (1,631)        (1,902)        (2,133)
  Amortization of premium/discount-net          14,039         19,232         22,114 
  Net loss (gain) on investments                   343           (332)         5,876 
  Decrease (increase) in dividends and 
   interest receivable                           5,619         (7,371)        (1,829)
  Decrease (increase) in deferred 
   distribution fees                             2,761         (1,144)        (7,527)
  Decrease (increase) in other assets                -            466           (466)
  Decrease (increase) in deferred federal 
   income taxes                                 (1,124)        (2,652)         4,263 
  Decrease in other liabilities                   (679)        (1,549)        (3,210)
                                          
Net cash provided by operating activities      214,272        208,156        165,207 
                                          
Cash flows from investing activities:                                       
Maturity and redemption of investments:                                     
  Held-to-maturity securities                  163,066        315,766        350,411 
  Available-for-sale securities                537,565        325,521        173,547 
  Other investments                             52,189         46,004         35,130 
Sale of investments:                                       
  Held-to-maturity securities                   24,984         22,305          3,164 
  Available-for-sale securities                356,194         48,372        267,808 
  Other investments                                385             21              - 
Certificate loan payments                        6,003          6,061          7,508 
Purchase of investments:                                   
  Held-to-maturity securities                  (49,984)      (208,140)       (46,080)
  Available-for-sale securities               (617,138)    (1,397,983)      (830,826)
  Other investments                            (28,617)       (17,234)        (9,208)
Certificate loan fundings                       (5,288)        (7,776)        (7,603)
Investment in subsidiary                             -              -           (450)
                                          
Net cash provided by (used in) 
  investing activities                        $439,359      ($867,083)      ($56,599)

See notes to financial statements.                                          
<PAGE>
PAGE 38
Statements of Cash Flows (continued)                                                          
                                                  
                                                                                             
Year ended Dec. 31,                              1996           1995           1994
                                                              ($ thousands)    

Cash flows from financing activities:                                       
Payments from certificate owners              $1,129,023     $1,577,884     $1,185,762

Capital contribution from Parent                  -              28,500          3,000 
Certificate maturities and cash surrenders    (1,663,196)    (1,030,712)    (1,171,101)
Dividends paid                                   (65,000)             -        (40,200)
                                          
Net cash provided by (used in) 
  financing activities                          (599,173)       575,672        (22,539)
                                          
Net increase (decrease) in cash and 
  cash equivalents                                54,458        (83,255)         86,069 
Cash and cash equivalents beginning of year       56,873        140,128          54,059 
                                          
Cash and cash equivalents end of year           $111,331        $56,873        $140,128 
                                          

Supplemental disclosures including non-cash transactions:                                    
Cash received for income taxes                    $7,195         $6,854          $2,416 
Certificate maturities and surrenders through 
  loan reductions                                  8,554         10,673          11,454 

See notes to financial statements.                                          
</TABLE>
<PAGE>
PAGE 39
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 nine 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 three 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 40
Notes to Financial Statements (continued)                          

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. Dividend income from perpetual preferred stock is
recognized on an ex-dividend basis.        
                                   
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.         
                              

As of Jan. 1, 1994, IDSC adopted Statement of Financial Accounting
Standards (SFAS) No. 115, Accounting for Certain Investments in
Debt and Equity Securities.  Under the new rules, debt securities
that IDSC has both the positive intent and ability to hold to
maturity are carried at amortized cost.  Debt securities IDSC does
not have the positive intent to hold to maturity, as well as all
marketable equity securities, are classified as available for
sale and carried at fair value.  Unrealized holding gains and
losses on securities classified as available for sale are carried,
net of deferred income taxes, as a separate component of
stockholder's equity.  The opening balance of stockholder's equity
was incresed by $8,827 (net of $4,752 in deferred income taxes) to
reflect the net unrealized holding gains on securities classified
as available for sale previously carried at amortized cost or the
lower of cost or market.

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

First mortgage loans on real estate

Mortgage loans are carried at amortized cost, less reserves for
losses, which is the basis for determining any realized gains or
losses.  The estimated fair value of the mortgage loans is
determined by a discounted cash flow analysis using mortgage
interest rates currently offered for mortgages of similar
maturities.

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

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 mortgage loan losses.

The reserve for mortgage loan losses is maintained at a level that
management believes is adequate to absorb estimated losses in the
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
mortgage loan losses.

IDSC generally stops accruing interest on mortgage loans for which
interest payments are delinquent more than three months.  Based on
Management's judgement as to the ultimate collectibility of
principal, interest payments received are either recognized as
income or applied to the recorded investment in the loan.

Certificates

Investment certificates may be purchased either with a lump-sum
payment or by installment payments.  Certificate owners are
entitled to receive at maturity a definite sum of money.  Payments
from certificate owners are credited to investment certificate
reserves.  Investment certificate reserves accumulate at specified
percentage rates as declared by IDSC.  Reserves also are maintained
for advance payments made by certificate owners, accrued interest
thereon, and for additional credits in excess of minimum guaranteed
rates and accrued interest thereon.  On certificates allowing
for the deduction of a surrender charge, the cash surrender values
may be less than accumulated investment certificate reserves prior
to maturity dates.  Cash surrender values on certificates allowing
for no surrender charge are equal to certificate reserves.  The     
payment distribution, reserve accumulation rates, cash surrender
values, reserve values and other matters are governed by the 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 and any related surrender charges are
recognized in 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 <PAGE>
PAGE 42
Notes to Financial Statements (continued)                          

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 $3,259,260 and
$3,619,188 at Dec. 31, 1996 and 1995, respectively.  IDSC had
qualified assets of $3,453,508 at Dec. 31, 1996 and $3,838,482 at
Dec. 31, 1995, excluding net unrealized appreciation on
available-for-sale securities of $22,214 and $45,265 at Dec.
31,1996 and 1995, respectively and payable for securities purchased
of $61,979 and $nil at Dec. 31, 1996 and 1995,
respectively.

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:
 <TABLE><CAPTION>

              
                                                Dec. 31, 1996                   
                  
                                                Required                                
                               Deposits         deposits         Excess           
<S>                            <C>            <C>                <C>
Deposits to meet certificate                                       
liability requirements:                                    
States                               $362           $330              $32              
Central Depositary              3,355,041      3,203,076          151,965               
                                          
Total                          $3,355,403     $3,203,406         $151,997              

                                          
                               
<PAGE>
PAGE 43
Notes to Financial Statements (continued)                          
                                                   Dec. 31, 1995                       

                                                   Required                          
                                 Deposits          deposits        Excess           
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              

</TABLE>

The assets on deposit at Dec. 31, 1996 and 1995 consisted of
securities having a deposit value of $3,117,715 and $3,435,074,
respectively; mortgage loans of $218,697 and $229,554,
respectively; and other assets of $18,991 and $14,081,
respectively.  Mortgage loans on deposit include an affiliated
mortgage loan at Dec. 31, 1995.                              

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 or 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, 1996 and Dec. 31, 1995.   
<TABLE><CAPTION>
                                   

                                                                    Dec. 31, 1996                     
                                                                                 Gross            Gross    
                                            Amortized              Fair          unrealized       unrealized       
                                            cost                   value         gains            losses   
<S>                                         <C>                 <C>            <C>                <C>
HELD TO MATURITY                                           
U.S. Government and agencies obligations         $362               $365            $4                $1       
Mortgage-backed securities                     38,435             38,834           743               344     
Corporate debt securities                     266,642            274,235         8,447               854      
Stated maturity preferred stock               558,482            576,603        19,513             1,392 
                                          
                                             $863,921           $890,037       $28,707            $2,591 
AVAILABLE FOR SALE                                         
Mortgage-backed securities                 $1,009,738         $1,021,603       $14,164            $2,299 
State and municipal obligations                55,876             57,726         1,850                 -        
Corporate debt securities                   1,000,316          1,008,077        10,808             3,047 
Stated maturity preferred stock                52,458             52,139           109               428     
Perpetual preferred stock                      68,000             68,282           317                35      
Common stock                                    4,366              5,141           775                 -       
                                          
                                           $2,190,754         $2,212,968       $28,023            $5,809 
<PAGE>
PAGE 44
Notes to Financial Statements (continued)                          
                                        
                                          
                                                                    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 
</TABLE>
                                          
The amortized cost and fair value of securities held to maturity
and available for sale, by contractual maturity, at Dec. 31, 1996,
are shown below.  Cash flows will differ from contractual        
maturities because issuers may have the right to call or prepay
obligations.                 

                                               Amortized       Fair 
                                                  cost        value 
  
HELD TO MATURITY                                           
Due within 1 year                               $34,448     $34,948 
Due after 1 through 5 years                     400,592     414,987 
Due after 5 years through 10 years              211,557     217,449 
Due after 10 years                              178,889     183,819 
                                                825,486     851,203 
Mortgage-backed securities                       38,435      38,834 
       
                                          
                                               $863,921    $890,037 
     
AVAILABLE FOR SALE                                         
Due within 1 year                              $109,402    $109,963 
Due after 1 through 5 years                     642,863     647,886 
Due after 5 years through 10 years              204,675     207,250 
Due after 10 years                              151,710     152,843 
      
                                              1,108,650   1,117,942 
    
Mortgage-backed securities                    1,009,738   1,021,603 
    
Perpetual preferred stock                        68,000      68,282 
Common stock                                      4,366       5,141 
                                      
                                             $2,190,754  $2,212,968 
   
During the years ended Dec. 31, 1996 and 1995, there were no
securities classified as trading securities.                        
              
<PAGE>
PAGE 45
Notes to Financial Statements (continued)                           
               

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, 1996, 1995 and 1994, were as
follows:                                         

                               1996          1995            1994   
                                           
Proceeds                   $313,976       $83,970        $265,008   
   
Gross realized gains            456            36             363   
Gross realized losses         5,836         1,854          10,140   
     
Sales of held-to-maturity securities, due to significant credit
deterioration, during the years ended Dec. 31, 1996, 1995 and 1994,
were as follows:                                       

                            1996          1995          1994     
                                          
Amortized cost           $22,297       $22,782        $3,158        

Gross realized gains       3,200             2             5       
Gross realized losses        513           479             -       


During the year ended Dec. 31, 1996, no securities were
reclassified from held to maturity to available for sale.  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
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 85%
and 90% of IDSC's total invested assets at Dec. 31, 1996 and 1995,
respectively.  Securities are rated by Moody's and Standard & Poors
(S&P), or by Parent's internal analysts, using criteria similar to
Moody's and S&P, when a public rating does not exist.  A summary of
investments in securities with fixed maturities by rating of
investment is as follows:            

Rating                     1996             1995
                
Aaa/AAA                      41%              44%
Aa/AA                         1                2
Aa/A                          1                2
A/A                          20               23
A/BBB                         6                6                    
Baa/BBB                      24               20                    
Below investment grade        7                3                    
                                        
                            100%             100%                   
   
<PAGE>
PAGE 46
Notes to Financial Statements (continued)                           

Of the securities rated Aaa/AAA, 87% at Dec. 31, 1996 and 92% at
Dec. 31, 1995 are U.S. Government Agency mortgage-backed securities
that are not rated by a public rating agency.  Approximately 11% at
Dec. 31, 1996 and 1995 of other securities with fixed maturities    
are rated by Parent's internal analysts.  At Dec. 31, 1996 and 1995
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
note 3A.

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

At Dec. 31, 1996 and 1995, IDSC's recorded investment in impaired
mortgage loans was $847 and $1,004, respectively, and the reserve
for loss on those amounts was $611.  During 1996 and 1995, the
average recorded investment in impaired mortgage loans was $925 and
$1,052, respectively.           

IDSC recognized $88 and $53 of interest income related to impaired
mortgage loans for the years ended Dec. 31, 1996 and 1995,
respectively.              

There were no changes in the reserve for loss on mortgage loans of
$611 during the years ended Dec. 31, 1996 and 1995.                


At Dec. 31, 1996 and 1995, approximately 6% of IDSC's invested
assets were first mortgage loans on real estate.  A summary of
first mortgage loans by region and type of real estate is as
follows:                 
                
Region                            1996             1995
                
South Atlantic                      22%              22%
East North Central                  21               22
West North Central                  17               19
Mountain                            15                9
Middle Atlantic                     14               17
<PAGE>
PAGE 47 
Notes to Financial Statements (continued)                           

West South Central                   5                5
Pacific                              3                3
New England                          3                3

                                   100%             100%
                
Property Type                     1996             1995
                
Retail/shopping centers             36%              32%
Apartments                          33               39  
Industrial buildings                13               12
Office buildings                     9                8             
        
Retirement homes                     -                1             
        
Other                                9                8             
        
                                   100%             100%            
                                                                    
The carrying amounts and fair values of first mortgage loans on
real estate are as follows at Dec. 31.  The fair values are
estimated using discounted cash flow analysis, using market
interest rates currently being offered for loans with similar
maturities.             
 <TABLE><CAPTION>
                                              Dec. 31, 1996          Dec. 31, 1995                                         
                                        Carrying         Fair    Carrying         Fair     
                                        amount          value    amount          value
<S>                                     <C>           <C>        <C>          <C> 
First mortgage loans on real estate     $219,308      $221,253   $234,005     $248,860 
Reserve for losses                          (611)         -          (611)        - 
                                 
Net first mortgage loans on real estate $218,697      $221,253   $233,394     $248,860 
</TABLE>                                 
At Dec. 31, 1996 and 1995, commitments for fundings of first
mortgage loans, at market interest rates, aggregated $9,300 and
$nil, respectively. IDSC employs policies and procedures to
ensure the creditworthiness of the borrowers and that funds will be
available on the funding date. IDSC's loan fundings are restricted
to 80% or less of the market value of the real estate at the time
of the loan funding.  Management believes there is no fair value
for these commitments.                              

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, 1996 and 1995 were:                
<TABLE><CAPTION>
                                                             1996    
                                                          Average         Average
                                                           gross        additional
                                             Reserve    accumulation       credit
                                             balance        rate            rate
<S>                                          <C>            <C>            <C>                                 
Installment certificates:                                  
Reserves to mature:                               
  With guaranteed rates                      $32,512        3.50%          1.35%
  Without guaranteed rates (A)               311,832           -           2.97
Additional credits and accrued interest       21,931        3.14              -   
Advance payments and accrued interest (C)      1,198        3.15           1.70<PAGE>
PAGE 48
Notes to Financial Statements (continued)                                           

Other                                             55           -              -         
Fully paid certificates:                          
Reserves to mature:                                        
  With guaranteed rates                      187,272        3.23           1.79        
  Without guaranteed rates (A) and (D)     2,560,418           -           5.03  
Additional credits and accrued interest      167,673        3.23              -               
Due to unlocated certificate holders             300           -              -               
                                          $3,283,191                      


                                                           1995             
                                                          Average         Average  
                                                           gross         additional       
                                             Reserve    accumulation       credit  
                                             balance       rate             rate     
                                 
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          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              
</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, 1996, $11,989 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 3.15%.  IDSC has
increased the rate of accrual to 4.85% through April 30, 1998.  An
appropriation of retained earnings amounting to $50 has been made,
which represents the estimated additional accrual that will result
from the increase granted by IDSC.

D)  IDS Stock Market Certificate enables the certificate owner 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, 1996 and 1995 was $309,570 and
$211,093, respectively.     

E)  The carrying amounts and fair values of certificate reserves
consisted of the following at Dec. 31, 1996 and 1995.  Fair values
of certificate reserves with interest rate terms of one year or
less approximated the carrying values less any applicable surrender
charges. 
                                          
<PAGE>
PAGE 49
Notes to Financial Statements (continued)                           
               
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>
 
                                                          1996                       1995                                      
                                                 Carrying         Fair       Carrying         Fair     
                                                 amount          value       amount          value
<S>                                           <C>            <C>          <C>           <C>   
Reserves with terms of one year or less       $2,637,144     $2,635,835   $2,900,947    $2,899,542 
Other                                            646,047        630,141      727,627       765,110 
                                          
Total certificate reserves                     3,283,191      3,265,976    3,628,574     3,664,652 
Unapplied certificate transactions                 1,217          1,217        1,545         1,545 
Certificate loans and accrued interest           (43,980)       (43,980)     (51,707)      (51,707)
                                          
Total                                         $3,240,428     $3,223,213   $3,578,412    $3,614,490 
</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 1997 and 1998 by IDSC's declaration of 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 other general and administrative 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 an
outside service fee.                               

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

Fees payable to American Express Financial Advisors Inc. on sales
of IDSC's certificates are based upon terms of agreements giving
American Express Financial Advisors Inc. the exclusive right to
distribute the certificates covered under the agreements.  The
agreements provide for payment of fees over a period of time.  The
aggregate fees payable under the agreements per $1,000 face amount
of installment certificates and $1,000 purchase price of single
payments, and a summary of the periods over which the fees are
payable, shown by series are:         <PAGE>
PAGE 50
<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>

(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.                             
                                 
Fees on Cash Reserve and Flexible Savings 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 Preferred Investors Certificate are paid at an
annualized rate of 0.66% 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.                              

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 51
Notes to Financial Statements (continued)                           
               
                                          
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:          
                   
                            1996       1995        1994   
                                 
Federal:                                  
  Current                ($5,560)   ($6,285)    ($8,743)
  Deferred                (1,124)    (2,652)      3,933 
                          (6,684)    (8,937)     (4,810)
State                         27        (43)        100 
                                 
Total tax benefit        ($6,657)   ($8,980)    ($4,710)
                                 
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>
                                 
                                                    1996       1995        1994    
<S>                                               <C>        <C>        <C>             
                            
Federal tax expense at U.S. statutory rate        $5,711     $6,307     $12,642       
Tax-exempt interest                               (1,517)    (3,339)     (4,205)       
Dividend exclusion                               (10,865)   (12,166)    (13,862)       
Other, net                                           (13)       261         615     
                                          
Federal tax benefit                              ($6,684)   ($8,937)    ($4,810)       
</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.    

                                          
<PAGE>
PAGE 52 
Notes to Financial Statements (continued)                           
               
Deferred tax assets:                   1996          1995           
 
Certificate reserves                $13,028        $10,312          
Investment reserves                     540            843          
Investments                               -            348          
Other, net                               19              -          
                                         
Total deferred tax assets           $13,587        $11,503          
     

Deferred tax liabilities:              1996           1995          
  
                                          
Deferred distribution fees           $8,934         $9,900          
Investment unrealized gains           7,775         15,843        
Purchased/written call options        3,429          1,623         
Dividends receivable                    745            892     
Investments                             714              -        
Return of capital dividends              87            305      
Other, net                                -            229      
                                 
Total deferred tax liabilities       21,684         28,792         
                                 
Net deferred tax liabilities         $8,097        $17,289        

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.  At Dec. 31, 1996, IDSC's counterparties to the
interest rate corridors are rated AA or better by nationally
recognized rating agencies.  The counterparties to the call options
are seven 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.          <PAGE>
PAGE 53
Notes to Financial Statements (continued)                           
              
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, 1996 and 1995.                                    
<TABLE><CAPTION>
                                                                 1996                              
                                            Notional                                   Total   
                                           or contract      Carrying         Fair      credit   
                                            amount           value          value     exposure         
<S>                                         <C>            <C>            <C>         <C>                                      
Assets:                                                    
  Interest rate corridors                   $200,000            $-           $188        $188                      
  Purchased call options                     242,243        36,164         34,987      34,987         
  Total                                     $442,243       $36,164        $35,175     $35,175                         
                                                           
Liabilities:                                                        
  Written call options                      $225,386        $9,552        $17,571         $-                       
                                                           
                                                                 1995                              
                                            Notional                                   Total   
                                           or contract      Carrying         Fair      credit   
                                            amount           value          value     exposure         
                                                           
Assets:                                                    
  Interest rate caps and corridors          $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                      $141,782        $9,333        $10,394           $-      
</TABLE>
The fair values of derivative financial instruments are based on
market values, dealer quotes or pricing models.  The interest rate
corridors expire in Jan. and Feb. of 1997.  The options expire
throughout 1997.                                    

Interest rate caps/corridors 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 credited to related
investment certificate owners.                                   

The interest rate caps/corridors are reset quarterly and IDSC earns
interest on the notional amount to the extent the London Interbank
Offering Rate exceeds the reference rates specified in the
cap/corridor agreements.  These reference rates ranged from 4% to
9%.  The cost of interest rate caps/corridors is 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
owners 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<PAGE>
PAGE 54
Notes to Financial Statements (continued)                           
            
writes call options on the major market index.  The options are
cash settlement options, that is, there is no underlying security 
to deliver at the time the contract is closed out.                  
                        
The option contracts are less than one year in term.  The premiums
paid or received on these index options are reported in other
qualified assets or other liabilities, as appropriate, and are      
amortized into investment expense 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, 1996
and 1995.                 

                                              1996     
                            Face      Average        Index at
                           amount   strike price   Dec.31,1996
                         
Purchased call options    $242,243      669            741 
Written call options       225,386      736            741 

                                             1995     
                            Face     Average         Index at
                           amount  strike price     Dec.31,1995
                         
Purchased call options   $152,406      539            616 
Written call options      141,782      601            616 
                         
10.  Fair values of financial instruments                          
                         
IDSC discloses fair value information for most on- and off-balance
sheet financial instruments for which it is practicable to estimate
that value.  The fair value of the financial instruments presented
may not be indicative of their future fair values.  The estimated
fair value of certain financial instruments such as cash and cash
equivalents, receivables for dividends and interest, investment
securities sold and other trade receivables, accounts payable due
to Parent and affiliates, payable for investment securities
purchased and other accounts payable and accrued expenses are
approximated to be the carrying amounts disclosed in the balance
sheets.  Non-financial instruments, such as deferred distribution
fees, are excluded from required disclosure.  IDSC's off-balance
sheet intangible assets, such as IDSC's name and future earnings of
the core business are also excluded.  IDSC's management believes
the value of these excluded assets is significant.  The fair value
of IDSC, therefore, cannot be estimated by aggregating the amounts
presented.                                                          
  
<PAGE>
PAGE 55
A summary of fair values of financial instruments as of Dec. 31, is
as follows:            
<TABLE><CAPTION>

                                                                1996                          1995     
                                          
                                                      Carrying         Fair         Carrying         Fair
                                                        value          value         value           value
<S>                                                  <C>            <C>            <C>            <C>                          
               
Financial assets                                           
  Assets for which carrying values                                          
    approximate fair values                           $155,396       $155,396       $148,746       $148,746 
  Investment securities (note 3)                     3,076,889      3,103,005      3,411,396      3,456,922 
  First mortgage loans on real estate (note 4)         218,697        221,253        233,394        248,860 
  Derivative financial instruments (note 9)             36,164         35,175         30,500         26,289 
Financial liabilities                                      
  Liabilities for which carrying values                                     
    approximate fair values                             76,040         76,040         14,247         14,247 
  Certificate reserves (note 5)                      3,240,428      3,223,213      3,578,412      3,614,490 
  Derivative financial instruments (note 9)              9,552         17,571          9,333         10,394 

</TABLE>
<PAGE>
PAGE 56
         PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS

Item
Number

Item 13.  Other Expenses of Issuance and Distribution.

          The expenses in connection with the issuance and
          distribution of the securities being registered are to be
          borne by the registrant.

Item 14.  Indemnification of Directors and Officers.

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

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

Item 15.  Recent Sales of Unregistered Securities.

(a)     Securities Sold

Period of sale         Title of securities           Amount sold
1993                   IDS Special Deposits          $ 8,367,601.13
1994                   IDS Special Deposits           18,013,424.38
1995                   IDS Special Deposits           56,855,953.53
1996                   IDS Special Deposits*          41,064,846.74

* Renamed American Express Special Deposits in April 1996.

(b)     Underwriters and other purchasers

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

(c)     Consideration

All IDS Special Deposits were sold for cash.  The aggregate
offering price was the same as the amount sold in the table above. 
Aggregate marketing fees to AEB were $153,318.21 in 1993,
$88,686.14 in 1994, $172,633.41 in 1995 and $301,946.44 in 1996.
<PAGE>
PAGE 57 
(d)     Exemption from registration claimed

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

Item 16.  Exhibits and Financial Statement Schedules.

               (a)The following exhibits to this Post-Effective
               Amendment No. 40 to Registration Statement No. 2-
               55252 are incorporated herein by reference or
               attached hereto:

               1.   (a)  Copy of Distribution Agreement dated
                         November 18, 1988, between Registrant and
                         IDS Financial Services Inc., filed
                         electronically as Exhibit 1(a) to the
                         Registration Statement for the American
                         Express International Investment
                         Certificate (now called the IDS Investors
                         Certificate), is incorporated herein by
                         reference.

               2.   Not Applicable.

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

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

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

               4.   Not Applicable.

               5.   An Opinion and consent of counsel as to the
                    legality of the securities being registered is
                    filed with the Registrant's most recent 24f-2
                    notice.

               6 through 9. -- None.

<PAGE>
PAGE 58 
          PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.  (a)  Continued

               10.
                    (a)  Investment Advisory and Services Agreement
                         between Registrant and IDS/American
                         Express Inc. dated January 12, 1984, filed
                         as Exhibit 10(a) to Registration Statement
                         No. 2-89507, is incorporated herein by
                         reference.

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

                    (c)  Foreign Deposits Agreement dated November
                         21, 1990, between IDS Certificate Company
                         and IDS Bank & Trust, filed electronically
                         as Exhibit 10(h) to Post-Effective
                         Amendment No. 5 to Registration Statement
                         No. 33-26844, is incorporated herein by
                         reference.

                    (d)  Copy of Distribution Agreement dated March
                         29, 1996 between Registrant and American
                         Express Service Corporation filed
                         electronically as Exhibit 1(b) to Post-
                         Effective Amendment No. 17 to Registration
                         Statement No. 2-95577, is incorporated
                         herein by reference.

                    (e)  Selling Agent Agreement dated
                         June 1, 1990, between American Express
                         Bank International and IDS Financial
                         Services Inc. for the American Express
                         Investors and American Express Stock
                         Market Certificates, filed electronically
                         as Exhibit 1(c) to the Post-Effective
                         Amendment No. 5 to Registration Statement
                         No. 33-26844, is incorporated herein by
                         reference.

                    (f)  Marketing Agreement dated October 10,
                         1991, between Registrant and American
                         Express Bank Ltd., filed electronically as
                         Exhibit 1(d) to Post-Effective Amendment
                         No. 31 to Registration Statement 2-55252,
                         is incorporated herein by reference.

<PAGE>
PAGE 59 
PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.  (a)  Continued

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

                    (h)  Selling Agent Agreement dated December 31,
                         1994, between IDS Financial Services Inc.
                         and Coutts & Co. (USA) International,
                         filed electronically as Exhibit 16(e) to
                         Post-Effective Amendment No. 13 to
                         Registration Statement No. 2-95577, is
                         incorporated herein by reference.

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

                    (j)  Letter amendment date January 9, 1997 to
                         the Marketing Agreement dated October 10,
                         1991, between Registrant and American
                         Express Bank Ltd. is filed electronically
                         herewith.

               11 through 22. -- None.

               23.  Consent of Independent Auditor's is filed
                    electronically herewith as Exhibit 23.

               24.  (a)  Officers' Power of Attorney, dated May 17,
                         1994, filed electronically as Exhibit
                         25(a) to Post-Effective Amendment No. 37
                         to Registration Statement No. 2-55252 is
                         incorporated herein by reference. 
                         
                    (b)  Directors' Power of Attorney, dated
                         February 29, 1996, electronically as
                         Exhibit 24(b) to Post-Effective Amendment
                         No. 39 to Registration Statement No. 2-
                         55252 is incorporated herein by reference.

               25 through 28. -- None.

                    (b)  The financial statement schedules for IDS
                         Certificate Company are filed
                         electronically:
 
<PAGE>
PAGE 60 
                         I.   Investments in Securities of
                              Unaffiliated Issuers December 31,
                              1996.

                         II.  Investments in and Advances to
                              Affiliates and Income Thereon,
                              December 31, 1996, 1995 and 1994.

                         III. Mortgage Loans on Real Estate and
                              Interest Earned on Mortgages - Year
                              ended December 31, 1996.

                         V.   Qualified Assets on Deposit -
                              December 31, 1996.

                         VI.  Certificate Reserves - Year ended
                              December 31, 1996.

                         VII. Valuation and Qualifying Accounts -
                              Years ended December 31, 1996, 1995
                              and 1994.

                    Schedule III and Schedule VI for the year ended
                    Dec. 31, 1995 are incorporated by reference to
                    Post-Effective Amendment No. 38 to Registration
                    Statement No. 2-55252 for Series D-1 Investment
                    Certificate.  Schedule VI for the year ended
                    Dec. 31, 1994, is incorporated by reference to
                    Post-Effective Amendment No. 37 to Registration
                    Statement No. 2-55252.

          PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 17.  Undertakings.

          Without limiting or restricting any liability on the part
          of the other, American Express Financial Advisors Inc.
          (formerly, IDS Financial Services Inc.), as underwriter,
          will assume any actionable civil liability which may
          arise under the Federal Securities Act of 1933, the
          Federal Securities Exchange Act of 1934 or the Federal
          Investment Company Act of 1940, in addition to any such
          liability arising at law or in equity, out of any untrue
          statement of a material fact made by its agents in the
          due course of their business in selling or offering for
          sale, or soliciting applications for, securities issued
          by the Company or any omission on the part of its agents
          to state a material fact necessary in order to make the
          statements so made, in the light of the circumstances in
          which they were made, not misleading (no such untrue
          statements or omissions, however, being admitted or
          contemplated), but such liability shall be subject to the
          conditions and limitations described in said Acts. 
          American Express Financial Advisors Inc. will also assume
          any liability of the Company for any amount or amounts
          which the Company legally may be compelled to pay to any
          purchaser under said Acts because of any untrue
          statements of a material fact, or any omission to state a
          <PAGE>
PAGE 61 
          material fact, on the part of the agents of IDS Financial
          Services Inc. to the extent of any actual loss to, or
          expense of, the Company in connection therewith.  The By-
          Laws of the Registrant contain a provision relating to
          Indemnification of Officers and Directors as permitted by
          applicable law.



<PAGE>
PAGE 62 
                            SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Minneapolis and State of Minnesota, on the 14th day of March,
1997. 

                                         IDS CERTIFICATE COMPANY



                           By: /s/ Stuart A. Sedlacek*          
                                   Stuart A. Sedlacek, President


Pursuant to the requirements of the Securities Act of 1933, this
amendment has been signed below by the following persons in the
capacities on the 14th day of March, 1997.


Signature                            Capacity

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

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

/s/ Jay C. Hatlestad*                Vice President and Controller
    Jay C. Hatlestad                 (Principal Accounting
                                     Officer)

/s/ David R. Hubers**                Director
    David R. Hubers

/s/ Charles W. Johnson**             Director
    Charles W. Johnson

/s/ Richard W. Kling**               Director
    Richard W. Kling

/s/ Edward Landes**                  Director
    Edward Landes  


Signatures continued on next page.

<PAGE>
PAGE 63 
Signatures continued from previous page.


Signature                            Capacity


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

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


/s/ Harrison Randolph**              Director
    Harrison Randolph


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


*Signed pursuant to Officers' Power of Attorney dated May 17, 1994,
filed electronically as Exhibit 25(a) to Post-Effective Amendment
No. 37 to Registration Statement No. 2-55252, incorporated herein
by reference.


_________________________.
     Bruce A. Kohn


**Signed pursuant to Directors' Power of Attorney dated 
February 29, 1996, filed electronically as Exhibit 24(b) to Post-
Effective Amendment No. 39 to Registration Statement No. 2-55252,
incorporated herein by reference.



_________________________.
    Bruce A. Kohn
<PAGE>
PAGE 64 
        CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 40 TO
                REGISTRATION STATEMENT NO. 2-55252



Cover Page

Prospectus

Auditor's Report

Financial Statements

Part II Information

Signatures

Exhibits


<PAGE>
PAGE 1

EXHIBIT INDEX

Exhibit 10(j):      Letter amendment dated January 9, 1997 to the
                    Marketing Agreement dated October 10, 1991,
                    between Registrant and American Express Ltd.

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

Exhibit 23:         Consent of Independent Auditors.


<PAGE>
PAGE 1







January 9, 1997


American Express Bank Ltd.
35F, One Pacific Place
88 Queensway
Hong Kong

Ladies and Gentlemen:

This is to confirm our agreement that, effective upon your
acceptance of and agreement to this letter, the attached Schedule B
will replace the current Schedule B to the Marketing Agreement made
as of October 10, 1991, between IDS Certificate Company and
American Express Bank Ltd., and as subsequently supplemented or
amended, in accordance with Section I(1) of said Marketing
Agreement.

Very truly yours,

IDS CERTIFICATE COMPANY

By: /s/ Stuart A. Sedlacek 
        Stuart A. Sedlacek
        President


Accepted and agreed to by

AMERICAN EXPRESS BANK LTD.

By: /s/ Mary Ann Fitzgibbon 
        Mary Ann Fitzgibbon
        Senior Director

Date:  1/13/97
<PAGE>
PAGE 2

                            Schedule B

1.   Pursuant to Section I(1) of the Marketing Agreement dated as
     of October 10, 1991, AEB may offer a face-amount certificate
     issued by Company that guarantees interest determined in
     advance for a term of 1, 2, 3, 6, 12, 24 or 26 months, at the
     client's option (the "Product").

2.   AEB shall be paid compensation for marketing of the Product
     through AEB's Hong Kong branch as follows:

     (a)  For Products sold as a result of marketing through the
          Hong Kong branch in an amount equal to $1 million or
          more, a fee equal to .50% per annum of the amount
          outstanding for each Product;

     (b)  For Products sold as a result of marketing through the
          Hong Kong branch in an amount from $500,000 to $999,999,
          a fee equal to .65% per annum of the amount outstanding
          for each Product;

     (c)  For Products sold as a result of marketing through the
          Hong Kong branch in an amount from $250,000 to $499,999,
          a fee equal to .70% per annum of the amount outstanding
          for each Product; and

     (d)  For Products sold as a result of marketing through the
          Hong Kong branch in an amount from $100,000 to $249,999,
          a fee equal to 1.25% per annum of the amount outstanding
          for each Product.

3.   The amount outstanding shall be calculated as of the end of
     each term or Product quarter, as the case may be.  The
     calculations shall take into account any additions to or
     withdrawals from a Product.  Compensation shall be calculated
     on a 360-day year (30 day month) basis.  AEB shall be paid
     after the end of each term for the 1,2, and 3 month term
     Products and after the end of each Product quarter for the 6,
     12, 24 and 36 month term Products.  The compensation payable
     to AEB for Product terms and quarters ending during any given
     calendar month shall be aggregated and paid to AEB in a lump
     sum promptly after each calendar month end.


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

Investments in Securities of Unaffiliated Issuers

December 31, 1996
($ in thousands)
                                             Bal. held
                                             at 12-31-96
                                             Principal 
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-96
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
<S>                                          <C>          <C>         <C>
  BONDS AND NOTES
  United States Government -
    Direct Obligations
     US TREASURY BOND         6.875%, 2000         165         165          169
     US TREASURY BOND         5.625%, 2000         200         197          196

  Total U.S. Government - Direct Obligations       365         362          365

  Other Bonds and Notes

  United States Government Agencies
     FHGD 15YR 6.5 TBA        6.500%, 2011      31,800      31,328       31,224 (f)
     FHLMC 5YR #G50152        7.000%, 1999       6,684       6,631        6,706 (f)
     FHLMC 5YR #G50252        7.500%, 2000      27,277      27,411       27,763 (f)
     FHLMC 5YR #G50281 GOL    6.500%, 2000      20,307      20,408       20,320 (f)
     FHLMC 15YR #G10336       7.500%, 2010       7,627       7,507        7,744 (f)
     FHLMC 15YR #10342        7.000%, 2010      23,627      23,016       23,634 (f)
     FHLMC 15YR #G10344 G     7.500%, 2010      17,856      17,773       18,129 (f)
     FHLMC 15YR #G10350 GLD   6.500%, 2010      23,610      23,556       23,204 (f)
     FHLMC 15YR #G10364       7.000%, 2010      20,146      20,040       20,153 (f)
     FHLM 15YR #G10369        6.500%, 2010      42,288      41,766       41,830 (f)
     FHLMC 15YR GOLD          6.500%, 2010      21,428      21,323       21,060 (f)
     FHLMC 15YR #G10439 GOLD  6.500%, 2011       5,093       4,969        5,016 (f)
     FHLMC ARM #845154        7.652%, 2022       5,060       5,218        5,225 (f)
     FHLMC ARM #845523        7.877%, 2023       7,516       7,735        7,738 (f)
     FHLMC ARM #845654        8.030%, 2024      18,368      18,639       19,125 (f)
     FHLMC ARM #845730        7.606%, 2024      29,597      30,571       30,652 (f)
     FHLMC ARM #845733        7.495%, 2024      28,937      29,454       29,932 (f)
     FHLMC ARM #845973        8.083%, 2024       9,655       9,655       10,055 (f)
     FHLMC ARM #845999        7.526%, 2027      24,033      24,244       24,826 (f)
     FHLMC 30YR #846072       7.683%, 2022       6,389       6,550        6,609 (f)
     FHLMC ARM #846107        7.870%, 2025       9,384       9,601        9,728 (f)
     FH GD 7YR BLN N97208     7.000%, 2003      14,990      15,181       15,086 (f)
     FHLMC 1268 E CMO         7.400%, 2016       3,934       3,938        3,939 (f)
     FHLMC ARM #350190        7.375%, 2022       6,395       6,589        6,609 (f)
     FHLMC 1379 C CMO         5.600%, 2011       2,089       2,088        2,085 (f)
     FHLMC GOLD E00151        7.500%, 2017       8,593       8,831        8,724 (f)
     FHLMC 15YR #E00383       7.000%, 2010      21,007      20,974       21,013 (f)
     FHLMC 1717B PAC CMO      5.250%, 2008       4,792       4,785        4,782 (f)
     FHLMC-GNMA 40 D CMO      6.500%, 2011      20,458      20,058       20,547 (f)
     FHLMC 188537 (2)         5.750%, 1998           1           1            1 (f)
     FHLMC 4C CMO             8.000%, 2017       3,330       3,338        3,341 (f)
</TABLE>
<PAGE>
PAGE 2
<TABLE>
<CAPTION>
                                             Bal. held
                                             at 12-31-96
                                             Principal 
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-96
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
<S>                                          <C>          <C>         <C>
     FHLMC CTF SER B-76       8.375%, 2006          40          40           38 (f)
     FHLMC CTF SER B-77       8.125%, 2007         195         194          187 (f)
     FHLMC 15YR #380025       9.500%, 2003         838         834          884
     FHLMC 15YR #200017      11.000%, 2000         484         493          511 (f)
     FHLMC 15YR #200018      11.000%, 2000         326         332          344 (f)
     FHLMC 15YR #200020      11.000%, 2000         484         493          511 (f)
     FHLMC 15YR #200022      10.500%, 2000         101         102          107 (f)
     FHLMC 15YR #200035       9.000%, 2001         379         375          394 (f)
     FHLMC 15YR #200048       9.000%, 2001         835         823          868
     FHLMC 15YR #200064       8.000%, 2002         486         472          496 (f)
     FHLMC 15YR #212119       9.500%, 2001         166         168          176 (f)
     FHLMC 15YR #218648       9.500%, 2002          58          59           61 (f)
     FHLMC 15YR #219392      11.000%, 2001         172         176          182 (f)
     FHLMC 15YR #219679       9.500%, 2003         659         654          694 (f)
     FHLMC 15YR #219757      11.000%, 2003       2,002       2,082        2,116
     FHLMC 15YR #240001       9.500%, 1997       1,221       1,220        1,247
     FHLMC 10YR #490009       9.000%, 1997       1,398       1,398        1,418
     FHLMC 10YR #490011      10.000%, 1997         317         317          332 (f)
     FHLMC 15YR #500155      11.000%, 2001         477         487          504 (f)
     FHLMC 15YR #500294      11.000%, 2003         203         209          215 (f)
     FHLMC 15YR #500456      11.000%, 2002         222         228          235 (f)
     FHLMC 15YR #502175      10.500%, 2004         225         228          238 (f)
     FHLMC ARM #605041        7.909%, 2019         293         293          304 (f)
     FHLMC ARM #605048        7.576%, 2018       1,292       1,292        1,335 (f)
     FHLMC ARM #605050        7.945%, 2018         488         488          506 (f)
     FHLMC ARM #605079 WAC    7.772%, 2018       1,504       1,504        1,558 (f)
     FHLMC ARM #605175 WAC    7.729%, 2019       3,718       3,718        3,855 (f)
     FHLMC ARM #605352        7.589%, 2018       2,915       2,915        3,012 (f)
     FHLMC ARM #401587        7.625%, 2018       2,105       2,105        2,179 (f)
     FHLMC ARM #630048        8.000%, 2018          23          23           24 (f)
     FHLMC ARM #630074        7.500%, 2018         583         583          596 (f)
     FHLMC ARM #840031 WAC    7.552%, 2019         473         473          489 (f)
     FHLMC ARM #840035        7.795%, 2019       1,474       1,474        1,539 (f)
     FHLMC ARM #840036        7.926%, 2019       1,802       1,802        1,871 (f)
     FHLMC ARM #840045        7.741%, 2019       3,841       3,841        3,981 (f)
     FHLMC ARM #840072        7.262%, 2019       1,951       1,951        1,997 (f)
     FHLMC ARM #405014        7.843%, 2019       1,065       1,065        1,106 (f)
     FHLMC ARM #405092        7.709%, 2019       1,705       1,705        1,768 (f)
     FHLMC ARM #405185        7.470%, 2018       2,377       2,377        2,453 (f)
     FHLMC ARM #405243        7.161%, 2019       1,095       1,095        1,128 (f)
     FHLMC ARM #405249        7.378%, 2018       3,187       3,187        3,289 (f)
     FHLMC ARM #405360        7.756%, 2019         969         969        1,006 (f)
     FHLMC ARM #405437        7.969%, 2019         289         289          300 (f)
     FHLMC ARM #405455        7.793%, 2019       1,346       1,346        1,397 (f)
     FHLMC ARM #405517        8.084%, 2019         491         491          510 (f)
     FHLMC ARM #405615        7.706%, 2019         985         985        1,021 (f)
     FHLMC ARM #405675        7.687%, 2020       1,972       1,972        2,045 (f)
     FHLMC ARM #405692        7.825%, 2020       2,495       2,495        2,593 (f)
</TABLE>
<PAGE>
PAGE 3
<TABLE>
<CAPTION>
                                             Bal. held
                                             at 12-31-96
                                             Principal 
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-96
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
<S>                                          <C>          <C>         <C>
     FHLMC ARM #405744        7.814%, 2020       1,541       1,541        1,602 (f)
     FHLMC ARM #605432        7.755%, 2017         758         758          786 (f)
     FHLMC ARM #605433        7.316%, 2017       1,935       1,935        1,995 (f)
     FHLMC ARM #605454        7.300%, 2017       5,125       5,125        5,275 (f)
     FHLMC ARM #605853 WAC    7.504%, 2019       3,762       3,762        3,883 (f)
     FHLMC ARM #605854        7.506%, 2019       3,454       3,454        3,566 (f)
     FHLMC ARM #606024        6.963%, 2019       1,561       1,561        1,604 (f)
     FHLMC ARM #606025        7.214%, 2019       5,579       5,579        5,745 (f)
     FHLMC ARM #606151        7.872%, 2019       4,380       4,380        4,548 (f)
     FHLMC ARM #635054        7.994%, 2020         291         291          299 (f)
     FHLMC ARM #785363        6.973%, 2025      12,697      12,867       13,098 (f)
     FHLMC ARM #785615        6.700%, 2026      15,896      15,805       16,065 (f)
     FH 3X1 ARM #785619       6.715%, 2026       8,955       9,004        9,106 (f)
     FHLMC ARM 3X1            6.814%, 2026      19,884      19,952       20,245 (f)
     FHLMC ARM #785672        6.738%, 2026      10,010      10,057       10,141 (f)
     FHLMC ARM #865008        8.431%, 2018       7,459       7,459        7,727 (f)
     FHLMC LOANS #885005      9.500%, 2002       1,568       1,558        1,653 (f)
     FHLMC LOANS #885008     10.000%, 2003       2,632       2,646        2,778 (f)
     FHLMC 15 YR #885009      9.500%, 2003       3,763       3,742        3,968
     FHLMC ARM #606301        8.035%, 2020       6,733       6,733        6,997 (f)
     FHLMC ARM #606903        6.970%, 2022       2,048       2,066        2,086 (f)
     FNMA 92 12 H             6.625%, 2019       6,936       6,936        6,928 (f)
     FNMA 1992-5 C            7.000%, 2016       2,432       2,424        2,435 (f)
     FNMA 92-21D VANILLA      6.650%, 2018       1,698       1,681        1,698 (f)
     FNMA 92 203 E CMO        6.250%, 2005      10,000       9,796        9,978 (f)
     FNMA 93-62 B CMO         6.500%, 2017       6,523       6,308        6,485 (f)
     FNMA 95 2 T CMO          8.500%, 2021       8,826       8,817        9,001 (f)
     FNMA 95-T2 A3 CMO        6.610%, 2018      10,000       9,995        9,819 (f)
     FNMA 15 YR #2469        11.000%, 2000          27          27           29 (f)
     FNMA 15 YR #13157       11.000%, 2000          17          17           18 (f)
     FNMA 15 YR #13548       11.000%, 2000          62          63           66 (f)
     FNMA 15 YR #13705       11.000%, 2000          53          54           57 (f)
     FNMA 15 YR #18275       11.000%, 2000           9          10           10 (f)
     FNMA 15 YR #18745       11.000%, 2000          12          13           13 (f)
     FNMA 15 YR #18986       11.000%, 2000          10          10           11 (f)
     FNMA 15 YR #19070       11.000%, 2000           9           9            9 (f)
     FNMA 15 YR #19261       11.000%, 2000          27          27           29 (f)
     FNMA 15 YR #22271       11.000%, 2000          41          42           44 (f)
     FNMA 15 YR #22405       11.000%, 2000          62          63           65 (f)
     FNMA 15 YR #22569       11.000%, 2000         112         114          119 (f)
     FNMA 15 YR #22674       11.000%, 2000          30          30           32 (f)
     FNMA 15 YR #25899       11.000%, 2001          20          21           22 (f)
     FNMA 30 YR #27880        9.000%, 2016         106         109          112 (f)
     FNMA 15 YR #34543        9.250%, 2001         351         351          375 (f)
     FNMA 30 YR #36225        9.000%, 2016         309         315          326 (f)
     FNMA 30 YR #040877       9.000%, 2017         192         196          202 (f)
     FNMA 15 YR #50973        6.000%, 2009      42,908      41,935       41,565 (f)
     FNMA 30 YR #51617       10.000%, 2017         191         193          210 (f)
</TABLE>
<PAGE>
PAGE 4
<TABLE>
<CAPTION>
                                             Bal. held
                                             at 12-31-96
                                             Principal 
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-96
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
<S>                                          <C>          <C>         <C>
     FNMA 30 YR #52185       10.000%, 2017          73          73           80 (f)
     FNMA 30 YR #52596       10.000%, 2017          19          19           21 (f)
     FNMA 15 YR #58405       11.000%, 2003          31          32           33 (f)
     FNMA 15 YR #64520       11.000%, 2001          64          66           68 (f)
     FNMA 15 YR #64523       11.000%, 2000          97          98          103 (f)
     FNMA 15 YR #66458       10.000%, 2004       4,319       4,355        4,575
     FNMA ARM #70007 MEGA     7.328%, 2017       2,444       2,444        2,530 (f)
     FNMA ARM #70009 MEGA     7.281%, 2018       3,706       3,706        3,838 (f)
     FNMA ARM #70117          7.199%, 2017         826         826          854 (f)
     FNMA ARM #70202          7.375%, 2019       2,682       2,682        2,780 (f)
     FNMA 15 YR #70299       10.750%, 2001         261         267          277 (f)
     FNMA 15 YR #70694 MEG    9.500%, 2005       2,417       2,436        2,558
     FNMA #73227 MULT-FAM     6.700%, 2005       2,928       2,963        2,824 (f)
     FNMA ARM #79384          8.040%, 2019       1,059       1,059        1,105 (f)
     FNMA ARM #88879          8.750%, 2019       2,624       2,624        2,719 (f)
     FNMA ARM #89125          7.250%, 2019       7,022       7,176        7,167 (f)
     FNMA ARM #92069 FLEX     7.853%, 2018       3,571       3,571        3,722 (f)
     FNMA ARM #93787          7.691%, 2019       3,167       3,167        3,297 (f)
     FNMA ARM #97822          7.536%, 2020         610         610          633 (f)
     FNMA ARM #105989         8.524%, 2020       2,463       2,463        2,563 (f)
     FNMA 15YR #124848        8.000%, 2008      15,633      15,587       16,087 (f)
     FNMA 15YR #190534        6.000%, 2018      21,885      21,545       21,200
     FNMA ARM #190726         7.844%, 2033      15,349      15,660       15,896 (f)
     FNMA 7YR 190778 BALN     6.000%, 2001      54,076      53,509       53,331 (f)
     FNMA ARM #249907         7.726%, 2024      17,941      18,212       18,722 (f)
     FNMA 10YR #303115        6.500%, 2004      17,501      16,494       17,499 (f)
     FNMA ARM #303259         7.631%, 2025       8,143       8,368        8,400 (f)
     FNMA 15YR #303445        5.500%, 2009      21,754      20,824       20,483 (f)
     FNMA 7YR #303448 BLN     6.500%, 2002      24,515      24,545       24,504 (f)
     FNMA ARM #368121 5X1     6.757%, 2025      30,000      30,441       31,187 (f)
     GNMA ARM 1 YR #8157      6.500%, 2023       7,092       7,219        7,204 (f)
     GNMA ARM #8206           6.500%, 2017       1,558       1,558        1,580 (f)
     GNMA ARM #8240           7.125%, 2017       1,123       1,109        1,151 (f)
     GNMA ARM #8251           7.125%, 2017          90          90           93 (f)
     GNMA ARM #8274           7.000%, 2017       3,037       3,034        3,100 (f)
     GNMA ARM #8283           7.000%, 2017         400         398          408 (f)
     GNMA ARM #8293           7.000%, 2017         698         698          713 (f)
     GNMA ARM #8341           7.125%, 2018         157         156          161 (f)
     GNMA ARM #8353           7.125%, 2018       1,298       1,290        1,330 (f)
     GNMA ARM #8365           7.125%, 2018       2,347       2,347        2,405 (f)
     GNMA ARM #8377           7.125%, 2018       1,050       1,048        1,076 (f)
     GNMA ARM #8428           7.000%, 2018         442         442          451 (f)
     GNMA ARM #8440           7.000%, 2018       1,120       1,120        1,144 (f)
     GNMA ARM #8638           7.000%, 2025      26,789      27,011       27,320 (f)

    Total United States Government Agencies  1,049,372   1,048,173    1,060,437


</TABLE>
<PAGE>
PAGE 5
<TABLE>
<CAPTION>
                                             Bal. held
                                             at 12-31-96
                                             Principal 
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-96
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
<S>                                          <C>          <C>         <C>
  Municipal Bonds
  California
     CAL HSG 95-O TAX MUN     7.740%, 2016      10,645      10,645       10,865 (b)(f)
     CAL HSG FIN 1996-M       7.890%, 2016       8,925       8,925        9,103 (b)(f)

  Georgia
     ATLANTA GA REC AUTH      8.000%, 1997       1,000       1,000        1,014 (b)(f)

  Illinois
     CHICAGO IL BLDG REV      8.000%, 1997       3,000       3,000        3,000 (b)(f)
     CHICAGO IL BLDG COMM     8.000%, 1998       1,800       1,796        1,875 (b)(f)
     CHICAGO IL SAN DIST      9.250%, 2000       1,000       1,060        1,137 (b)(f)
     *CHIC IL GAS SPY SRC     7.500%, 2015       4,500       4,500        4,916 (b)(f)

  Minnesota
     WEST MN MUNI POWER      10.250%, 2015       3,120       3,303        3,486 (b)(f)

  New Jersey
     OCEAN COUNTY NJ UTIL     8.150%, 1997         400         400          400 (b)(f)

  New York
     NEW YORK CITY NT GO      7.750%, 2000         335         335          342 (b)(f)
     NEW YORK PWR AUTH        9.500%, 2001         355         374          385 (b)(f)

  North Carolina
     NC MUNI POWER            8.400%, 1997       2,000       2,000        2,000 (b)(f)

  Pennsylvania
     WY VALLEY PA SWR         5.125%, 2007         135         135          135 (b)(f)

  Texas
     HARRIS CNTY TX TOLL     10.375%, 2014       5,300       5,458        5,667 (b)(f)
     AUSTIN TX UTILITY       10.750%, 2015       3,735       4,131        4,477 (b)(f)
     DALLAS TX CIVIC CENT     8.100%, 1997         925         925          925 (b)(f)
     DALLAS TX CIVIC CENT     8.200%, 1998       1,025       1,025        1,046 (b)(f)

  District of Columbia
     DIST OF COLUMBIA GO      7.600%, 1997       1,950       1,966        1,983 (b)(f)
     DIST OF COLUMBIA GO      7.600%, 1997       4,900       4,898        4,970 (b)(f)

  Total Municipal Bonds                         55,050      55,876       57,726

  Public Utility
     BAROID CORP              8.000%, 2003       5,000       4,986        5,219
     BELL ATLANTIC FINL       5.300%, 1998       5,000       4,816        4,937 (f)
     CAL ENERGY CO INC        9.500%, 2006       4,000       4,034        4,130 (b) (d) (f)
     CHEVRON-HOWARD BELL      7.700%, 1997          76          76           76 (b) (d)
     COLUMBIA GAS SYS         6.390%, 2000      10,000      10,033        9,938 (f)
</TABLE>
<PAGE>
PAGE 6
<TABLE>
<CAPTION>
                                             Bal. held
                                             at 12-31-96
                                             Principal 
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-96
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
<S>                                          <C>          <C>         <C>
     DETROIT EDISON           6.280%, 2000       7,000       6,951        6,940 (f)
     EL PASO ELEC CO          7.250%, 1999       2,000       2,000        1,994 (f)
     GTE CORP                 8.850%, 1998       3,000       3,038        3,094 (f)
     HANNA  M A               9.000%, 1998       5,000       5,057        5,177
     INTL SPECIALTY PROD      9.000%, 1999      15,000      15,228       15,222
     JERSEY CENTRAL P&L       6.040%, 2000       5,000       5,001        4,910
     KANSAS CITY P&L          7.340%, 1999      10,000      10,000       10,209
     NORAM ENERGY CORP        7.500%, 2000       5,000       4,980        5,103 (f)
     OCCIDENTAL PETROLEUM     6.410%, 2000       5,000       4,959        4,966 (f)
     ORYX ENERGY              8.650%, 1999      15,000      15,000       15,356
     PDV AMERICA              7.250%, 1998       3,000       2,996        2,989 (f)
     PACIFIC GAS TRANS        6.640%, 2000       5,000       5,000        5,001 (f)
     PRAXAIR INC              6.750%, 2003       5,000       4,751        5,004 (f)
     PUBLIC SERVICE E & G     7.100%, 1997       5,000       5,000        5,016 (f)
     SALTON SEA CL A          6.690%, 2000       6,949       6,949        6,960 (b) (d) (f)
     SMITH INT`L INC          7.240%, 2001      10,000      10,000       10,000 (b) (d) (f)
     TELEPORT COMM            9.875%, 2006       4,000       4,075        4,260 (f)
     TEXAS UTILITIES          6.370%, 2000      10,000      10,000        9,918 (f)
     TOSCO CORP               7.000%, 2000       5,000       4,994        5,043 (f)

  Total Public Utility                         150,025     149,924      151,462

  Finance
     AT&T CAPITAL             6.200%, 2000       5,000       4,993        4,890 (f)
     ALCO CAPITAL RES         7.330%, 1998      10,000      10,000       10,145 (f)
     AMERICAN GEN FINANCE     7.850%, 1997       2,000       2,001        2,030 (f)
     AMERICAN GENERAL FIN     6.470%, 2000      10,000      10,070        9,966 (f)
     ARISTAR FINL             7.875%, 1999       3,000       2,997        3,094 (f)
     ARISTAR INC              6.300%, 2000      15,000      14,990       14,902 (f)
     AUTOFLW                  9.160%, 2002      10,000       9,915        9,944 (b) (d) (f)
     BANK OF AMERICA          9.750%, 2000      10,000      10,351       11,099
     BENEFICIAL CORP          6.450%, 2000      10,000      10,045        9,996 (f)
     CIT GROUP HOLDINGS       7.000%, 1997       5,000       4,988        5,048 (f)
     CSW INVESTMENTS          6.950%, 2001      10,000       9,988       10,061 (b) (d) (f)
     CAPITAL ONE BANK         7.350%, 2000       5,000       4,997        5,079 (f)
     COMDISCO INC             7.250%, 1998      10,000       9,989       10,139
     COMMERCIAL CREDIT        8.250%, 2001       9,000       8,911        9,618 (f)
     CONTI FINANCIAL CORP     8.375%, 2003       5,000       4,986        5,102 (f)
     CONTI MTG HEL TRTA-6     6.690%, 2016      10,000       9,999        9,762 (f)
     COUNTRYWIDE FUNDING      8.420%, 1999      19,700      19,682       20,554
     DART KRAFT FIN           7.750%, 1998       1,000       1,020        1,029 (f)
     JOHN DEERE CAP           6.250%, 2000       2,500       2,503        2,475 (f)
     DEERE JOHN CAPITAL       6.280%, 2000       5,000       5,015        4,952 (f)
     FDIC 96-1C CLASS 1A      6.750%, 2026      10,000       9,995        9,995 (f)
     FIDELITY ACCEPTANCE      6.670%, 1997      15,000      15,000       15,048 (b) (d) (f)
     FINOVA CAPL CORP         6.840%, 2000       3,000       3,003        3,020 (f)
     FIRST NATIONWIDE         9.125%, 2003       4,000       3,865        4,060 (f)
     FIRSTAR CORP             7.150%, 2000      12,000      12,000       12,115 (f)
</TABLE>
<PAGE>
PAGE 7
<TABLE>
<CAPTION>
                                             Bal. held
                                             at 12-31-96
                                             Principal 
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-96
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
<S>                                          <C>          <C>         <C>
     GMAC 96-C1 COMM MBS      6.790%, 2003       4,992       5,016        5,055 (f)
     GE CAPITAL CORP          8.125%, 1999      12,000      12,175       12,465 (f)
     GREAT WESTERN FINL       6.375%, 2000       3,000       2,992        2,987 (f)
     GREENTREE FIN94-1 A1     5.600%, 2019       2,756       2,739        2,764 (f)
     GREENTREE FIN94-4 A1     6.550%, 2019       2,905       2,902        2,914 (f)
     GREENTREE FIN94-5 A1     6.600%, 1998       3,278       3,277        3,284 (f)
     GREENTREE FIN95-5 A1     5.950%, 2025       1,343       1,343        1,346 (f)
     HELLER FINANCIAL         8.000%, 1998      15,000      14,984       15,478
     HELLER FINANCIAL         6.500%, 2000       8,000       8,002        8,009 (f)
     HOUSEHOLD FINANCE        6.375%, 2000       6,775       6,790        6,755 (f)
     INTL LEASE FINANCE       7.950%, 1999      12,000      11,991       12,408 (f)
     KEYCORP SENIOR           7.430%, 2000       4,000       3,995        4,110 (f)
     MBNA                     7.540%, 2001      10,000       9,993       10,288
     MBNA CORP                6.500%, 2000       5,000       4,998        5,011 (f)
     MARGARETTEN FIN'L        6.750%, 2000      15,250      15,385       15,305 (f)
     MELLON FINANCIAL         6.300%, 2000      10,000       9,962        9,951 (f)
     MERIDIAN BANCORP         6.625%, 2000       5,000       5,045        5,025 (f)
     JPMS 96-C2 CL A          6.470%, 2027       4,920       4,951        4,834 (f)
     MS CAP 1996-WFI MBS      7.220%, 2028      10,000      10,157       10,150 (f)
     MCF 96-MC2 CLS A1        6.758%, 2004      10,000      10,100       10,100 (f)
     NCB CAPITAL SER A        8.180%, 1997       8,000       8,000        8,080 (b) (d) 
     NATIONSBANK TEXAS        6.750%, 2000      12,000      12,038       12,094 (f)
     NATIONSBANK CORP         7.500%, 1997       5,000       5,000        5,010 (f)
     NORWEST FINANCIAL        7.250%, 2000       4,500       4,494        4,607
     ORIX CREDIT ALLIANCE     8.040%, 1997      10,000      10,000       10,140 (b) (d)
     ORIX CREDIT ALLIANCE     7.560%, 1997       5,000       5,000        5,063 (b) (d) (f)
     PENSKE TRUCK LEASING     6.670%, 2000      13,000      13,006       13,053 (f)
     PENSKE TRUCK LEASING     7.750%, 1999       3,000       3,053        3,102 (f)
     PROVIDENT BANK           6.125%, 2000       5,000       4,990        4,922
     PHMS 1993-39 A8 SUPP     6.500%, 2008      10,056       9,580        9,776 (f)
     SBMS VII 91-1 B1         9.700%, 2006       1,098       1,098        1,098 (f)
     SALOMON INC INDEX AM     7.070%, 2000      25,000      25,000       25,187 (f)
     SANWA BUS CREDIT MTN     7.250%, 2001      10,000       9,991       10,189 (b) (d) (f)
     SAXON 95-1 A2 ARM        7.745%, 2025       2,893       2,934        2,962 (f)
     SEARS ROEBUK ACC         6.500%, 2000       5,000       5,018        5,012 (f)
     SASCO96-CL1 AIC          5.944%, 2028       9,800       9,800        9,696 (f)
     SASCO 96-CL-A2B          6.759%, 2028       5,000       5,080        4,991 (f)
     TRANSAMERICA FINANCE     9.260%, 1998       5,000       4,997        5,166
     UCFC 95 BA-2 ASSET B     6.600%, 2009      10,000      10,023       10,041 (f)
     UCFC 95 CA2 ASSET BK     6.575%, 2011      10,000      10,019       10,031 (f)
     WELLSFORD RESID PROP     7.250%, 2000       5,000       4,976        5,083 (f)
     XEROX CREDIT             6.840%, 2000       5,000       5,013        4,985 (f)

  Total Finance                                516,766     517,210      522,650

  Industrial
     AAF MCQUAY               8.875%, 2003      10,000      10,155       10,050 (f)
     ADT OPERATIONS INC       8.250%, 2000       5,000       5,052        5,225 (f)
</TABLE>
<PAGE>
PAGE 8
<TABLE>
<CAPTION>
                                             Bal. held
                                             at 12-31-96
                                             Principal 
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-96
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
<S>                                          <C>          <C>         <C>
     AGCO CORP                8.500%, 2006       5,000       4,963        5,150 (b) (d) (f)
     AMERICAN STANDARD       10.875%, 1999       1,000       1,062        1,077 (f)
     APPLIED MATERIALS        6.650%, 2000       5,000       5,000        5,007 (f)
     BELL & HOWELL OPER       9.250%, 2000       4,425       4,522        4,508 (f)
     BOYD GAMING CORP         9.250%, 2003       5,000       4,980        4,925 (f)
     BROWN GROUP              8.600%, 1999       5,000       5,000        5,018
     BURLINGTON NORTHERN      6.375%, 2005       5,000       4,998        4,775
     CSX                      9.230%, 1998      13,500      13,500       13,932
     CATERPILLAR FINANCE      6.960%, 1998       5,000       4,964        5,063 (f)
     CHAMPION INTL            9.800%, 1998      10,000       9,997       10,382
     CHIQUITA BRANDS INTL    10.250%, 2006       3,000       2,983        3,203 (f)
     CHRYSLER FINANCE         7.700%, 1998      10,000       9,940       10,266 (f)
     CHRYSLER FINANCE         7.590%, 2000       5,000       5,001        5,147 (f)
     CINCINNATI MILACRON      7.875%, 2000       5,000       5,087        5,061 (b) (d) (f)
     COLUMBIA/HCA HLTHCRE     6.410%, 2000      10,000      10,022        9,981 (f)
     CONTAINER CORP AMER      9.750%, 2003       4,000       3,976        4,230 (f)
     CONT'L CABLEVISION       8.300%, 2006       4,000       3,988        4,281 (b) (d)
     COX COMMUNICATION        6.375%, 2000      25,000      24,908       24,843 (f)
     DARLING DELAWARE        11.000%, 2000       3,308       3,308        3,308 (f)
     DAYTON HUDSON            6.400%, 2003      10,000       9,972        9,763 (f)
     DAYTON HUDSON CO         6.800%, 2001       5,000       5,000        5,023 (f)
     DELTA AIRLINES           9.875%, 1998       8,100       8,100        8,358
     BERGEN BRUNSWIG(DUR)     7.000%, 2006      20,000      20,057       19,766 (f)
     ENTERPRIS RENT-A-CAR     8.750%, 1999       5,000       4,998        5,273 (b) (d)
     ENTERPRIS RENT-A-CAR     7.875%, 1998       5,000       4,999        5,094 (b) (d) (f)
     ENTERP RENT-A-CARMTN     6.350%, 2001      10,000       9,998        9,877 (b) (d) (f)
     EXIDE CORP              10.750%, 2002       5,000       5,385        5,263 (f)
     FIRST USA DEP NT         6.375%, 2000       5,000       4,988        4,946 (f)
     FORD MOTOR CREDIT        6.375%, 2000      10,000      10,101        9,938
     FORD MOTOR CR MTN        7.060%, 2001       5,000       4,983        5,079 (f)
     FOUNDATION HLTH CORP     7.750%, 2003       4,500       4,487        4,669 (f)
     GS-96PROTECT LIFE A1     7.020%, 2027       4,792       4,864        4,901 (f)
     GATC                     6.320%, 2000      10,000       9,984        9,852 (f)
     GMAC                     7.650%, 1997      10,000      10,000       10,018 (f)
     GMAC                     7.750%, 1999      20,000      19,913       20,581 (f)
     GENESIS HLTHCR 144A      9.250%, 2006       5,000       5,000        5,125 (b) (d) (f)
     HERITAGE MEDIA           8.750%, 2006       4,500       4,567        4,354 (f)
     HOWMET INC              10.000%, 2003       3,000       3,167        3,270 (f)
     ITT CORP                 6.250%, 2000       5,000       4,864        4,926 (f)
     ILLINOIS CENTRAL         6.270%, 1998       5,000       5,002        5,008 (f)
     INTEGON CORP             9.500%, 2001       2,000       1,980        2,149
     KIII COMM PUT/96         8.500%, 2006       5,000       4,980        4,950 (b) (d) (f)
     KAUFMAN & BROAD HOME    10.375%, 1999       1,000         997        1,030
     KROGER CO                8.150%, 2006       4,000       4,005        4,105 (f)
     LA QUINTA MOTOR          9.250%, 2003       2,000       2,096        2,070 (f)
     LIFE STYLE FURN         10.875%, 2006       3,000       3,031        3,255 (f)
     LONE STAR INDUSTRIES    10.000%, 2003         657         638          663 (b) (f)
     MGM GRAND HOTEL FIN     11.750%, 1999       2,000       2,062        2,080 (f)
</TABLE>
<PAGE>
PAGE 9
<TABLE>
<CAPTION>
                                             Bal. held
                                             at 12-31-96
                                             Principal 
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-96
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
<S>                                          <C>          <C>         <C>
     MARK IV IND INC          8.750%, 2003       2,000       1,835        2,070
     MATTEL INC               6.875%, 1997      15,000      14,986       15,082 (f)
     MAXXIM MEDICAL          10.500%, 2006       4,000       4,036        4,190 (f)
     NEWS AMER HLDGS          7.500%, 2000      10,000       9,965       10,211 (f)
     NOVACOR CHEMICALS        6.500%, 2000      10,000       9,971        9,915 (b) (d) (f)
     OUTDOOR SYSTEMS INC      9.375%, 2006       5,000       5,000        5,162 (f)
     PACCAR FIN SER 3         7.940%, 1997       8,250       8,248        8,273 (f)
     PAGING NETWORK          10.000%, 2008       2,000       2,000        2,027 (b) (d) (f)
     PARACELSUS HEALTH       10.000%, 2006       5,000       5,061        4,725 (f)
     PARAMOUNT COMMUN         5.875%, 2000       5,350       5,222        5,107 (f)
     PRINT PACK SR NT         9.875%, 2004       2,500       2,500        2,594 (f)
     QUAKER OATS              6.940%, 2003       1,500       1,504        1,521 (f)
     QUAKER OATS              6.470%, 2000      10,000      10,037        9,981 (f)
     RITE AID CORP            6.700%, 2001       5,000       4,999        4,999 (f)
     ROLLINS TRUCK            6.875%, 2001       5,000       4,999        5,039 (f)
     RYDER SYSTEM             5.530%, 1997       7,500       7,500        7,497 (f)
     RYDER SYSTEM             7.910%, 2000       5,000       5,033        5,185 (f)
     RYDER SYSTEMS INC        7.330%, 2000       5,000       5,086        5,122 (f)
     RYERSON TULL             8.500%, 2001       5,000       5,000        5,131 (f)
     SCHULLER INT'L GROUP    10.875%, 2004       5,000       5,383        5,587 (f)
     SEALY CORP               9.500%, 2003       4,275       4,309        4,307
     SEARS                    7.620%, 1997       5,000       4,990        5,070 (f)
     SEARS                    7.420%, 1998      10,000      10,004       10,162 (f)
     SERVICE CORP INTL        6.375%, 2000      10,500      10,493       10,394 (f)
     SERVICE MERCHANDISE      8.375%, 2001       1,000         876          952
     SHOP VAC CORP           10.625%, 2003       2,000       2,000        2,110 (b) (d) (f)
     SHOWBOAT INC             9.250%, 2008       4,000       3,781        3,945
     SUNAMERICA               9.000%, 1999      20,000      20,000       21,034
     SUPERVALU INC            6.500%, 2000       5,000       4,996        4,967 (f)
     SUPERVALU INC            7.250%, 1999       8,000       7,959        8,163 (f)
     TENET HEALTHCARE CO      8.625%, 2003       7,000       6,979        7,411 (f)
     TYSON FOODS              6.410%, 2000      10,000      10,008        9,959 (f)
     UNIFRAX INVESTMENT      10.500%, 2003       3,000       3,000        3,109 (f)
     UNITED AIR 1991A-1       9.200%, 2008       4,610       4,288        4,929
     U.S. WEST CAP FUNDIN     6.200%, 2000       5,000       4,993        4,900 (f)
     UNIVERSAL OUTDOOR        9.750%, 2006       5,000       4,969        5,175 (f)
     VIACOM INC               6.750%, 2003       5,000       4,996        4,694
     WMX TECHNOLOGIES         6.250%, 2000       3,500       3,504        3,471 (f)
     WHITMAN CORP             6.250%, 2000       5,000       4,944        4,962 (f)
     WHITMAN CORP             8.110%, 1997      12,500      12,500       12,516 (f)
     FIBERGLASS CAD INC       9.800%, 1998       5,000       5,070        5,238 (b) (d) 
     ISPMEX                  10.125%, 2003       5,000       5,000        5,200 (f)
     REPAP NEW BRUNSWICK      9.875%, 2000       7,000       7,130        7,263 (f)
     STENA AB                10.500%, 2005       3,000       3,000        3,233
     TARKETT 9.00             9.000%, 2002       3,650       3,728        3,737 (b) (d) (f)



</TABLE>
<PAGE>
PAGE 10
<TABLE>
<CAPTION>
                                             Bal. held
                                             at 12-31-96
                                             Principal 
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-96
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
<S>                                          <C>          <C>         <C>
     TEEKAY SHIPPING CORP     8.320%, 2008       3,000       3,033        3,008 (f)
     TELEWEST PLC             9.625%, 2006       2,000       2,000        2,055

  Total Industrial                             599,917     600,539      608,200

  Total Other Bonds and Notes                2,371,130    2,371,722   2,400,475

  Total Bonds and Notes                      2,371,495    2,372,084   2,400,840

                                             Bal. Held
                                             at 12-31-96    Cost       Value at
                                             Number of     (Notes      12-31-96
                                               Shares     a and c)     (Note a)
<S>                                          <C>          <C>         <C>
  Public Utility
     ALLTEL 7.75 $100 PAR     7.750%, 2005      24,140       2,434        2,438 (b) (d)
     AMERICAN WTRWRKS $25     8.500%, 2000     800,000      20,000       21,089 (b) (d)
     AMERITECH NZ A $100      7.040%, 2001      40,000       4,199        4,225 (b) (d) (f)
     APPALACHIAN PWR $100     6.850%, 2004      30,000       3,004        3,171
     APPALACHIAN PWR $100     5.900%, 2008      10,000         996          998 (f)
     APPALACHIAN PWR $100     5.920%, 2008      11,000       1,089        1,076
     ARIZONA PUB SER V        7.875%, 2007       7,500         783          795 (f)
     ARIZONA PUB SVC $100    10.000%, 2001     120,400      12,703       12,950
     ATLANTIC CITY EL $100    7.800%, 2006      90,000       8,988        9,795
     ATLANTIC CITY EL $100    8.200%, 2000      49,500       4,945        5,258
     BALTIMORE G&E $100       8.625%, 2000      57,984       5,798        6,194
     BALTIMORE G&E $100       8.250%, 1999      13,388       1,339        1,357
     BELL ATLANTIC NZ         7.080%, 2001      25,000       2,654        2,637 (b) (d) (f)
     BELL ATLANTIC NZ $100    5.800%, 2004     100,000      10,000        9,875 (b) (d)
     BOSTON EDISON $100       8.000%, 2001      90,000       9,000        9,447
     CBI INDUSTRIES $100      7.480%, 2000      70,000       7,090        7,000
     CENTRAL ILL LT $100      5.850%, 2008      65,000       6,511        6,565
     COMMWLTH ED $100         8.200%, 2002      63,068       6,163        6,496 (b) (d)
     COMMONWEALTH EDISON      8.850%, 2003      68,250       6,945        7,030 (b) (d)
     CONN LT & PWR $50        5.300%, 2003      75,300       3,709        3,012
     CON EDISON $100 SR J     6.125%, 2002     150,000      15,042       15,281
     CON EDISON SER I         7.200%, 2007      32,550       3,282        3,422
     DUKE POWER $100 SR V     6.400%, 2002      30,000       3,000        3,120
     DUKE POWER $100 SR U     6.300%, 2001      30,000       3,000        3,120
     DUKE POWER $100 SR T     6.200%, 2000      30,000       3,000        3,120
     DUKE POWER 1992D $25     6.200%, 2001     200,000       5,005        5,000
     DUKE POWER 1992C $25     6.100%, 2000     250,000       6,270        6,375
     DUKE POWER 1992B $25     5.950%, 1999      15,000         380          382 (f)
     DUKE POWER CO SER R      7.500%, 2017      13,000       1,366        1,383 (f)
     EASTERN EDISON $100      6.625%, 2008     210,000      20,924       21,263
     ENTERGY ARKANSAS $25     9.920%, 2002     129,188       3,361        3,423
     ENTERGY LA INC PFD       8.000%, 2001      70,000       7,000        7,481
     ENTERGY LA   $100        7.000%, 1999      80,000       8,004        8,160
</TABLE>
<PAGE>
PAGE 11
<TABLE>
<CAPTION>
                                             Bal. Held
                                             at 12-31-96    Cost       Value at
                                             Number of     (Notes      12-31-96
Name of Issuer and Titles of Issue             Shares     a and c)     (Note a)
<S>                                          <C>          <C>         <C>
     ENTERGY MISS $100        9.760%, 1997      13,403       1,340        1,367
     GREEN MTN PWR CL-D/3     8.625%, 2000      56,000       5,600        5,761 (b) (d)
     HAWAII ELEC $100         8.500%, 2005      50,000       5,141        5,238 (b) (d)
     MAUI ELEC $100           8.500%, 2005      50,000       5,115        5,238 (b) (d)
     HOUSTON LT PWR $100      9.375%, 1999      31,000       3,102        3,147 (b) (d)
     INDIANA MICH POWER       6.300%, 2009      52,250       5,222        5,258
     IND MICH POWER $100      6.250%, 2009      20,000       2,007        2,007 (f)
     INDIANA MICHIGAN PWR     5.900%, 2009      32,500       3,110        3,062
     JERSEY CENTRAL P&L       8.650%, 2005     110,400      11,297       12,208
     JERSEY CENTRAL P & L     8.480%, 2000      51,000       5,111        5,388
     LONG ISL LGT SER AA      7.940%, 2000     273,600       6,898        6,943
     LOUISVILLE G&E PFD       5.875%, 2008      12,000       1,197        1,164 (f)
     MAINE YANKEE $100        7.480%, 2001      34,918       3,396        3,343
     MIDAMERICAN ENERGY       7.800%, 2006      73,300       7,586        7,843
     MN P & L  $100           7.125%, 2002      50,000       4,974        5,026 (b) (d)
     MN P & L                 6.700%, 2002     100,000      10,000       10,150 (b) (d)
     NJ NATL GAS $100         7.720%, 2001     200,000      20,000       21,500 (b) (d)
     NO IND PUB SERV $100     8.850%, 2003      36,750       3,695        3,743 (b) (d)
     NO IND PUB SERV $100     6.500%, 2002     101,250      10,578       10,530 (f)
     NORTHWEST NAT GA 100     6.950%, 2002     170,000      17,125       18,105
     OHIO POWER CO $100       5.900%, 2009      36,000       3,527        3,587
     OHI PWR CO $100          6.020%, 2008      10,000         990        1,001
     OHIO PWR CO $100         6.350%, 2008       5,000         508          511
     ORANGE ROCKLAND$100      8.125%, 1997       6,562         658          663 (b) (d)
     OTTER TAIL PWR $100      6.300%, 2007     180,000      18,000       18,360
     PECO ENERGY              6.120%, 2003     150,300      14,956       15,218
     PACIFIC GAS & ELEC       6.300%, 2009     112,200       2,748        2,714 (f)
     PACIFIC GAS & ELEC       6.570%, 2007     567,500      14,152       14,755
     PACIFICORP $100 PAR      7.700%, 2001     150,000      15,000       16,313
     PENN P&L PFD $100        6.150%, 2003      28,000       2,673        2,825
     PENN P&L $100 PAR        6.125%, 2008      60,000       5,955        6,029
     PENN PWR & LT $100       6.330%, 2008     155,750      15,439       15,832
     POTOMAC ELEC PWR $50     6.800%, 2007     160,800       7,942        8,468
     POTOMAC ELECTRIC         7.780%, 2006     160,000       8,007        9,140
     PUB SERV COLO $100       7.500%, 2009     173,368      16,735       17,640 (b) (d)
     PUGET SOUND P&L $100     8.000%, 2004       3,305         330          339
     ROCHESTER G & E $100     6.600%, 2009      52,500       5,180        5,335
     ROCHESTER G & E $100     7.650%, 1999      20,000       2,000        2,146
     ROCHESTER G & E $100     7.550%, 1998      67,000       6,704        7,117
     ROCHESTER G & E $100     7.450%, 1997      52,500       5,250        5,322
     SAN DIEGO G & E $25      1.762%, 2008      59,500       1,594        1,577 (f)
     SO CA EDISON $100        6.050%, 2008      45,000       4,503        4,357 (f)
     SO CA EDISON $100        6.450%, 2002     202,250      20,402       20,781
     SO INDIANA G & E $100    6.500%, 2002      75,000       7,500        7,320 (b) (d)
     TEXAS UTILITY $100       9.640%, 1998      44,427       4,456        4,527 (b) (d)
     TEXAS UTILITIES          6.375%, 2008      54,000       5,435        5,414
     TEXAS UTIL $100 PAR      6.980%, 2008      50,000       5,000        5,288
     VIRGINIA ELEC & PWR      5.580%, 2000      12,500       1,264        1,262 (f)
     VIRGINIA ELEC & PWR      6.350%, 2000     195,200      19,546       20,374
     WASHINGTON WATER         8.625%, 2000      48,696       4,876        5,080
</TABLE>
<PAGE>
PAGE 12
<TABLE>
<CAPTION>
                                             Bal. Held
                                             at 12-31-96    Cost       Value at
                                             Number of     (Notes      12-31-96
Name of Issuer and Titles of Issue             Shares     a and c)     (Note a)
<S>                                          <C>          <C>         <C>
     WASHINGTON WTR POWER     6.950%, 2007      57,500       5,766        6,124
     WESTERN RESOURCES        7.580%, 2007      76,000       7,916        7,980

  Total Public Utility                       7,639,497     565,490      583,358

  Finance
     ABN AMRO NA (FRAP)      5.940%             15,000      15,000       15,000 (f)
     COMERICA (FRAP)         6.840%             50,000       2,597        2,596 (f)
     FLEET FIN (FRAP)        6.590%            100,000       5,079        5,132 (f)
     HOUSEHLD FIN$100 92A    7.250%, 1997       90,500       9,124        9,299
     MORGAN STANLEY GROUP
       GROUP (FRAP)          5.910%            100,000       5,000        5,050 (f)
     PNC BK (FRAP) SERF      6.050%            440,000      22,160       22,125 (f)
     WELLS FRGO (FRAP) SERH  6.590%            357,000      18,164       18,379 (f)

  Total Finance                              1,152,500      77,124       77,581

  Industrial
     BOWATER $50 VAR RATE     VAR %, 1998      167,869       8,189        8,058 (f)
     NORTHBROOK HLDG 1000     6.600%, 2001      10,000      10,000       10,050 (b) (d) (f)
     WHIRLPOOL FIN $100 B     6.550%, 2008     180,000      18,137       17,977 (b) (d)

  Total Industrial                             357,869      36,326       36,085

  Total Preferred Stock                      9,149,866     678,940      697,024

  Other

  Industrial 
     MRS FIELDS                             20,176,717         605          605 (f)

  Public Utility
     EL PASO NATURAL GAS                        89,806       3,761        4,536 (f)

  Total Other                               20,266,523       4,366        5,141

Total Investments in Securities
  of Unaffiliated Issuers                                3,055,390    3,103,005
Total Reserve for Possible Losses
  on Corporate Issues                                          715

                                                        $3,054,675   $3,103,005


<PAGE>
PAGE 13

NOTES:

(a)  See notes 1 and 3 to financial statements regarding determination of cost and
     fair values.
(b)  Securities valued by IDS Certificate Company at fair value in the absence of
     market quotations.
(c)  The aggregate cost of investments in securities of unaffiliated issuers for
     federal income tax purposes was $3,053,100.
(d)  Securities acquired in private negotiation which may require registration under
     federal securities laws if they were to be publicly sold.  Also see note 3B to
     financial statements.
(e)  Non-income producing securities.
(f)  Securities classified as available for sale and carried at fair value in the
     balance sheet.  Also see notes 1 and 3A to financial statements.
</TABLE>


<PAGE>
PAGE 14
    <TABLE>
    <CAPTION>
    IDS CERTIFICATE COMPANY                                                 SCHEDULE II
    Investments in and Advances to Affiliates and Income Thereon
    December 31, 1996, 1995 and 1994
    ($ in thousands)
    
    
    
                                             Balance December 31, 1996
                                                                             Interest
                                                                            Dividends
                                               Principal           Carrying Credited 
                                               Amount or    Cost    Value   to Income
    Name of Issuer and Title of Issue        No. of Shares (a)&(c)   (b)       (d)
    <S>                                      <C>           <C>     <C>      <C>
    Wholly Owned Subsidiary (b):
    Real Estate Investment Company:
      Investors Syndicate Development Corporation:
          Capital Stock......................         100  $2,998   $6,444        $0
    
    Other Controlled Company:
    Real Estate Development Company:
      Mankato Ventures, First Mortgage Loan..          $0       0        0        36
    
   
    Other Affiliates (as defined in Sec. 2(a)(3) of the
    Investment Company Act of 1940)..........           0       0        0         0
    
        Total affiliates...................................$2,998   $6,444       $36
    </TABLE>
    
<PAGE>
    PAGE 15
    <TABLE>
    <CAPTION>
    IDS CERTIFICATE COMPANY                                                 SCHEDULE II
    Investments in and Advances to Affiliates and Income Thereon
    December 31, 1996, 1995 and 1994
    ($ in thousands)
    
    
    
                                             Balance December 31, 1995
                                                                             Interest
                                                                            Dividends
                                               Principal           Carrying Credited 
                                               Amount or    Cost    Value   to Income
    Name of Issuer and Title of Issue        No. of Shares (a)&(c)   (b)       (d)
    <S>                                      <C>           <C>     <C>      <C>
    Wholly Owned Subsidiary (b):
    Real Estate Investment Company:
      Investors Syndicate Development Corporation:
          Capital Stock......................         100  $2,998   $5,193        $0
    
    Other Controlled Company:
    Real Estate Development Company:
      Mankato Ventures, First Mortgage Loan..        $462     462      462        56
  

    Other Affiliates (as defined in Sec. 2(a)(3) of the
    Investment Company Act of 1940)..........           0       0        0         0
    
        Total affiliates...................................$3,460   $5,655       $56
    </TABLE>
    
<PAGE>
    PAGE 16
    <TABLE>
    <CAPTION>
    IDS CERTIFICATE COMPANY                                                 SCHEDULE II
    Investments in and Advances to Affiliates and Income Thereon
    December 31, 1996, 1995 and 1994
    ($ in thousands)
    
    
    
                                             Balance December 31, 1994
                                                                             Interest
                                                                            Dividends
                                               Principal           Carrying Credited 
                                               Amount or    Cost    Value   to Income
    Name of Issuer and Title of Issue        No. of Shares (a)&(c)   (b)       (d)
    <S>                                      <C>           <C>     <C>      <C>
    Wholly Owned Subsidiary (b):
    Real Estate Investment Company:
      Investors Syndicate Development Corporation:
          Capital Stock......................         100  $2,998   $4,819        $0
    
    Other Controlled Company:
    Real Estate Development Company:
      Mankato Ventures, First Mortgage Loan..        $580     580      580        68
    
    
    Other Affiliates (as defined in Sec. 2(a)(3) of the
    Investment Company Act of 1940)..........           0       0        0         0
    
        Total affiliates...................................$3,578   $5,399       $68
    </TABLE>
    
<PAGE>
    PAGE 17
    <TABLE>
    <CAPTION>
    IDS CERTIFICATE COMPANY                                                 SCHEDULE II
    Investments in and Advances to Affiliates and Income Thereon
    December 31, 1996, 1995 and 1994
    ($ in thousands)
    
    
    
    NOTES:
    
      (a)   The aggregate cost for federal income tax purposes at December 31, 1996, 1995 and 1994 was $5,159,
            $5,526  and $4,677 respectively,  subject to possible adjustment in certain circumstances under
            consolidated income tax return regulations.
   
      (b)   Investments in stocks of wholly owned subsidiaries are carried at cost adjusted for equity in undistributed
            net income since organization or acquisition of the subsidiaries.
    
      (c)   Changes in investment in affiliate during the three years ended December 31, 1996 are summarized
            below:
    
                                                 Cost at        Additions (Deductions)            Cost at
            Name of Issuer and                   Dec. 31,                                         Dec. 31,  
            Title of Issue                       1993             1994        1995      1996        1996
            ----------------------------       -----------       -------     -------   ------   -----------  
           <S>                                      <C>           <C>         <C>        <C>          <C>
            Mankato Ventures,
              First Mortgage
                Loan                                684           (104)       (118)      (462)        0
    
      (d)   There were no dividends or interest earned which were not credited to income.
    </TABLE>
<PAGE>
PAGE 18
    <TABLE>
    <CAPTION>
    IDS CERTIFICATE COMPANY                                                                                     SCHEDULE III
    Mortgage Loans on Real Estate and Interest Earned on Mortgages
    Year Ended December 31, 1996
    ($ in thousands)
                                                                 Part 1 -        Mortgage loans on real estate at end of period
    
                                                                                             Amount of principal
                                                                                            unpaid at end of period
    
                                                                                 Carrying               Subject       Amount
                                                                                 amount of                to           of
                                                                 Number  Prior   mortgages              delinquent    mortgages
                                                                  of     liens   (c),(g),(h)             interest       being
Description (a)                                                  loans    (b)      and (i)      Total      (d)        forclosed
<S>                                                                    <C>                 <C>        <C>        <C>         <C>
First mortgages:
Insured by Federal Housing Administration - liens on:
Residential - under $100                                               0                   0          0          0             0
Apartment and business - under $100                                    0                   0          0          0             0

Total                                                                  0                   0          0          0             0
    
Partially guaranteed under Servicemen's
Readjustment Act of 1944, as amended - liens on:
Residential - under $100                                               0                   0          0          0             0
Apartment and business - under $100                                    0                   0          0          0             0
   Total                                                               0                   0          0          0             0
    
Other - liens on:
Residential                                                            0                   0          0          0             0
Apartment and business:
Under $100                                                             1                  54        415          0             0
$100 to $150                                                           1                 101        101          0             0
$150 to $200                                                           1                 182        432          0             0
$200 to $250                                                           2                 447        447          0             0
$250 to $300                                                           1                 271        271          0             0
$300 to $350                                                           1                 339        339          0             0
$350 to $400                                                           2                 759        759          0             0
$400 to $450                                                           1                 408        408          0             0
$450 to $500                                                           0                   0          0          0             0
Over $500:
    
Loan No.         Mortgagor                      Property Location
    
20-00001    NSP, LTD                            Bloomington, MN        1                 631        631          0             0
20-00002    CCH-Space Center                    Austin, TX             1               2,000      2,000          0             0
21-47004    Retired Teachers Housing Authority  Yukon, OK              1                 544        544          0             0
21-47084    Ryan Construction Co.               Eden Prairie, MN       1               1,750      1,750          0             0
</TABLE>
    
<PAGE>
PAGE 19
    <TABLE>
    <CAPTION>
                                                                 Part 1 -        Mortgage loans on real estate at end of period
    
                                                                                             Amount of principal
                                                                                            unpaid at end of period
    
                                                                                           Carrying           Subject   Amount
Description(a)                                                                             amount of            to        of
                                                                        Number   Prior    mortgages        delinquent  mortgages
Over $500:                                                                of     liens   (c),(g),(h)        interest    being
Loan No.         Mortgagor                      Property Location        loans    (b)      and (i)   Total       (d)   forclosed
    <S>         <C>                                 <C>                       <C>
21-47106    1225 No. County Road 18 LTD         Plymouth, MN              1                1,700      1,700        0           0
21-47110    Lloyd Engelsma                      Brooklyn Park, MN         1               2,404       2,404        0           0
21-47116    McCaughey Dev. Association          Madison, WI               1               1,183       1,183        0           0
21-47128    Century Income Properties Fund      Brookfield,WI             1               1,916       1,916        0           0
21-47139    Treasurer's Island Inc.             Eagan, MN                 1               1,517       1,517        0           0
21-47140    Harbour Run LTD                     MentorOnTheLake,OH        1               4,118       4,118        0           0
21-47141    John E. Smith                       Lafayette, IN             1               3,829       3,829        0           0
21-47142    34th Street Properties Partnership  Gainsville, FL            1              10,102      10,102        0           0
21-47144    Turnquist, Inc.                     Brooklyn Park, MN         1               4,252       4,252        0           0
21-47147    Columbus Real Estate Co.            Hilliard, OH              1               7,683       7,683        0           0
21-47148    Turner Development Corporation      Orlando, FL               1               4,523       4,523        0           0
21-47150    Bircain Apartment Company LP        Gladstone, MO             1               2,446       2,446        0           0
21-47152    Richard D. Fownes Trustee           Boston, MA                1               3,290       3,290        0           0
21-47154    Kenneth Grandberg Trustee           Randolph, MA              1               3,127       3,127        0           0
21-47157    John A. Belanich                    Tampa, FL                 1               3,604       3,604        0           0
21-47158    Grande Associates                   South River, NJ           1               4,162       4,162        0           0
21-47159    Grande Associates                   Marlton, NJ               1               3,736       3,736        0           0
21-47160    James Esshaki DBA                   Taylor MI                 1               6,084       6,084        0           0
21-47162    York Creek #3 LTD DBA               Taylor MI                 1               3,959       3,959        0           0
21-47164    K & M Hamilton Development Co.      Halmilton, OH             1               5,754       5,754        0           0
21-47165    Bowling Freen Partnership           Sussex, WI                1               2,635       2,635        0           0
21-47166    Colonial Estates Associates         Warrington, PA            1               6,164       6,164        0           0
21-47167    Wilder Corp of Delaware             Ruskin, FL                1               5,624       5,624        0           0
</TABLE>    <PAGE>
    PAGE 20
<TABLE>
<CAPTION>
                                                                 Part 1 -        Mortgage loans on real estate at end of period
    
                                                                                             Amount of principal
                                                                                            unpaid at end of period
    
                                                                                           Carrying           Subject   Amount
Description(a)                                                                             amount of            to        of
                                                                          Number   Prior  mortgages        delinquent  mortgages
Over $500:                                                                of     liens   (c),(g),(h)        interest    being
Loan No.         Mortgagor                      Property Location        loans    (b)      and (i)   Total       (d)   forclosed
<S>         <C>                                 <C>                       <C>
21-47168     Wilder Corp of Delaware            Riverview, FL             1               3,104      3,104        0            0
21-47169     Franklin & Bonnie Kottshade        Rochester, MN             1               4,313      4,313        0            0
21-47170     Franklin & Bonnie Kottshade        Rochester, MN             1               1,142      1,142        0            0
21-47172     Dial Reit Inc.                     Fremont, NE               1               2,926      2,926        0            0
21-47173     Cinram Associates                  Fairfield, NJ             1               3,851      3,851        0            0
21-47177     Griffin Real Estate Fund II LP     Urbandale, IA             1               2,820      2,820        0            0
21-47178     Griffin Real Estate Fund II LP     Urbandale, IA             1               2,443      2,443        0            0
21-47179     Morrestown Office Center           Morrestown, NJ            1               2,701      2,701        0            0
21-47181     Westlake #1 Limited Partnership    Charlotte, NC             1               2,312      2,312        0            0
21-47183     Cowne Point Ltd Partnership        Holland, MI               1               3,880      3,880        0            0
21-47184     Mcnab Commerce Center Association  Pompano Beach, FL         1               2,176      2,176        0            0
21-47186     Mack Edison Company                Edison, NJ                1               6,709      6,709        0            0
21-47187     Industrial Development Association Mebane, NC                1               2,575      2,575        0            0
21-47190     Dial Reit Inc.                     Davenport, IA             1               4,099      4,099        0            0
21-47191     SSC Associates Ltd Ptnshp          St. Claire Shores, MI     1               6,177      6,177        0            0
21-47192     Tree Trail Village Association     Norcross, GA              1               6,614      6,614        0            0
21-47193     ECPG (Peoria) Association          Glendale, AZ              1               6,447      6,447        0            0
21-47194     Briar Development Company          Tacoma, WA                1               4,197      4,197        0            0
21-47195     Tipotex Inc.                       Pharr, TX                 1               1,859      1,859        0            0
21-47196     Wilder Corporation                 Pharr, TX                 1               4,053      4,053        0            0
21-47197     Wilder Corporation                 Alamo, TX                 1                 953        953        0            0
21-47198     Investors Real Estate Trust        Grand Forks, ND           1               4,145      4,145        0            0
21-47199     Warren and Kelso Company           Cheltenham Twsp, PA       1               2,854      2,854        0            0
21-47201     Oakland Park Festival Ctr          Oakland Park, FL          1               4,306      4,306        0            0
21-47202     Lakewood West Ltd Partnership      Lakewood, CO              1               4,184      4,184        0            0
21-47203     Desert Shadow                      Tucson, AZ                1               8,858      8,858        0            0
21-47204     Fort Walton                        Mary Esther, FL           1               3,050      3,050        0            0
21-47205     Kavanaugh                          Tucson, AZ                1               3,796      3,796        0            0
21-47206     Hicker                             Albequerque, NM           1               5,735      5,735        0            0
21-47207     Newport VII                        Albequerque, NM           1               2,546      2,546        0            0
21-47208     Newport VI                         Albequerque, NM           1                 999        999        0            0
0-3027654    DFB Associates                     Costa Mesa, CA            1               1,043      1,043        0            0
0-3031967    Special Partnership                St. Anthony, MN           1                 532        532        0            0
  
                                                                         70             218,697    219,308        0            0
   
Total Other                                                              70             218,697    219,308        0            0
    
Total First Mortgage Loans on Real Estate                                70             218,697    219,308        0            0
</TABLE>
<PAGE>
    PAGE 21
    <TABLE>
    <CAPTION>
                                                                      Part 2 -
                                                                        Interest earned on mortgages
    
                                                                                         Average
                                                                                        gross rate
                                                                         Interest      of interest
                                                                          due and      on mortgages
                                                                          accrued      held at end
                                                                         at end of      of period
    Description (a)                                                      period (e)        (f)
    <S>                                                               <C>                    <C>
    First mortgages:
    Insured by Federal Housing Administration - liens on:
    Residential - under $100                                                                  0.000%
    Apartment and business - under $100                                                       0.000%
    
    Total                                                                                     0.000%
    
    Partially guaranteed under Servicemen's
    Readjustment Act of 1944, as amended - liens on:
    Residential - under $100                                                                  0.000%
    Apartment and business - under $100                                                       0.000%
    
    Total                                                                                     0.000%
    
    Other - liens on:
    Residential                                                                               0.000%
    Apartment and business:
    Under $100                                                                                9.500%
    $100 to $150                                                                              9.375%
    $150 to $200                                                                              9.250%
    $200 to $250                                                                              8.750%
    $250 to $300                                                                              9.900%
    $300 to $350                                                                              9.750%
    $350 to $400                                                                              8.564%
    $400 to $450                                                                             12.000%
    $450 to $500                                                                              0.000%
    Over $500:
    
    Loan No.         Mortgagor                      Property Location
    
    20-00001    NSP, LTD                            Bloomington, MN                           8.750%
    21-46978    Kraus Anderson                      Burnsville, MN                            8.000%
    21-47004    Retired Teachers Housing Authority  Yukon, OK                                 8.875%
    21-47084    Ryan Construction Co.               Eden Prairie, MN                          8.500%
    </TABLE>
    
<PAGE>
    PAGE 22
    <TABLE>
    <CAPTION>
                                                                      Part 2 -
                                                                        Interest earned on mortgages
    
                                                                                         Average
                                                                                        gross rate
                                                                         Interest      of interest
                                                                          due and      on mortgages
                                                                          accrued      held at end
                                                                         at end of      of period
    Description (a)                                                      period (e)        (f)
    
    Over $500:
    Loan No.         Mortgagor                      Property Location
    <S>                                                               <C>                    <C>
    21-47106    1225 No. County Road 18 LTD         Plymouth, MN                              8.000%
    21-47110    Lloyd Engelsma                      Brooklyn Park, MN                         8.750%
    21-47116    McCaughey Dev. Association          Madison, WI                               8.500%
    21-47128    Century Income Properties Fund      Brookfield,WI                             8.250%
    21-47139    Treasurer's Island Inc.             Eagan, MN                                 8.625%
    21-47140    Harbour Run LTD                     MentorOnTheLake,OH                        9.000%
    21-47141    John E. Smith                       Lafayette, IN                            10.000%
    21-47142    34th Street Properties Partnership  Gainsville, FL                            8.125%
    21-47144    Turnquist, Inc.                     Brooklyn Park, MN                         8.875%
    21-47147    Columbus Real Estate Co.            Hilliard, OH                              8.375%
    21-47148    Turner Development Corporation      Orlando, FL                               7.375%
    21-47150    Bircain Apartment Company LP        Gladstone, MO                             7.250%
    21-47152    Richard D. Fownes Trustee           Boston, MA                                8.000%
    21-47154    Kenneth Grandberg Trustee           Randolph, MA                              8.250%
    21-47157    John A. Belanich                    Tampa, FL                                 8.750%
    21-47158    Grande Associates                   South River, NJ                           7.500%
    21-47159    Grande Associates                   Marlton, NJ                               7.500%
    21-47160    James Esshaki DBA                   Taylor MI                                 8.500%
    21-47162    York Creek #3 LTD DBA               Taylor MI                                 9.750%
    21-47164    K & M Hamilton Development Co.      Halmilton, OH                             9.625%
    21-47165    Bowling Freen Partnership           Sussex, WI                                8.625%
    21-47166    Colonial Estates Associates         Warrington, PA                            8.750%
    21-47167    Wilder Corp of Delaware             Ruskin, FL                                9.625%
    </TABLE>
    <PAGE>
    PAGE 23
    <TABLE>
    <CAPTION>
                                                                      Part 2 -
                                                                        Interest earned on mortgages
    
                                                                                         Average
                                                                                        gross rate
                                                                         Interest      of interest
                                                                          due and      on mortgages
                                                                          accrued      held at end
                                                                         at end of      of period
    Description (a)                                                      period (e)        (f)
    
    Over $500:
    Loan No.         Mortgagor                      Property Location
    <S>                                                               <C>                    <C>
    21-47168     Wilder Corp of Delaware            Riverview, FL                             9.625%
    21-47169     Franklin & Bonnie Kottshade        Rochester, MN                             9.000%
    21-47170     Franklin & Bonnie Kottshade        Rochester, MN                             9.750%
    21-47172     Dial Reit Inc.                     Fremont, NE                               9.250%
    21-47173     Cinram Associates                  Fairfield, NJ                             9.125%
    21-47177     Griffin Real Estate Fund II LP     Urbandale, IA                             8.375%
    21-47178     Griffin Real Estate Fund II LP     Urbandale, IA                             8.375%
    21-47179     Morrestown Office Center           Morrestown, NJ                            8.625%
    21-47181     Westlake #1 Limited Partnership    Charlotte, NC                             8.250%
    21-47183     Cowne Point Ltd Partnership        Holland, MI                               9.250%
    21-47184     Mcnab Commerce Center Association  Pompano Beach, FL                         9.000%
    21-47186     Mack Edison Company                Edison, NJ                                8.000%
    21-47187     Industrial Development Association Mebane, NC                                8.125%
    21-47190     Dial Reit Inc.                     Davenport, IA                             8.000%
    21-47191     SSC Associates Ltd Ptnshp          St. Claire Shores, MI                     7.125%
    21-47192     Tree Trail Village Association     Norcross, GA                              8.250%
    21-47193     ECPG (Peoria) Association          Glendale, AZ                              7.000%
    21-47194     Briar Development Company          Tacoma, WA                                8.750%
    21-47195     Tipotex Inc.                       Pharr, TX                                 9.125%
    21-47196     Wilder Corporation                 Pharr, TX                                 9.125%
    21-47197     Wilder Corporation                 Alamo, TX                                 9.125%
    21-47198     Investors Real Estate Trust        Grand Forks, ND                           7.500%
    21-47199     Warren and Kelso Company           Cheltenham Twsp, PA                       8.125%
    21-47201     Oakland Park Festival Ctr          Oakland Park, FL                          7.750%
    21-47202     Lakewood West Ltd Partnership      Lakewood, CO                              7.750%
    21-47203     Desert Shadow                      Tucson, AZ                                8.750%
    21-47204     Fort Walton                        Mary Esther, FL                           8.125%
    21-47205     Kavanaugh                          Tucson, AZ                                8.000%
    21-47206     Hicker                             Albequerque, NM                           8.250%
    21-47207     Newport VII                        Albequerque, NM                           8.125%
    21-47208     Newport VI                         Albequerque, NM                           8.125%
    0-3027654    DFB Associates                     Costa Mesa, CA                            9.500%
    0-3031967    Special Partnership                St. Anthony, MN                           9.250%
    
                                                                                              8.450%
    
    Total Other                                                                               8.450%
    
    Total First Mortgage Loans on Real Estate                                                 8.450%
    </TABLE>
<PAGE>
    PAGE 24
    <TABLE>
    <CAPTION>
    Part 3 - Location of mortgaged properties
    ($ in thousands)
                                                           Amount of principal
                                                         unpaid at end of period
                                             Carrying                    Subject
         State in                           amount of                      to         Amount of
     which mortgaged    Number     Prior    mortgages                  delinquent     mortgages
         property         of       liens    (c), (g),                   interest        being
        is located       loans      (b)    (h) and (i)      Total          (d)       foreclosed
    <S>                     <C>  <C>          <C>          <C>                  <C>           <C>
    Arizona                   3                 19,101        19,101
    California                3                  1,653         1,653
    Colorado                  1                  4,184         4,184
    Florida                   8                 36,490        36,490
    Georgia                   1                  6,614         6,614
    Indiana                   1                  3,829         3,829
    Iowa                      3                  9,362         9,362
    Massachusetts             2                  6,417         6,417
    Michigan                  4                 20,100        20,100
    Minnesota                11                 18,668        18,918
    Missouri                  1                  2,446         2,446
    Nebraska                  1                  2,926         2,926
    New Jersey                6                 21,544        21,544
    New Mexico                3                  9,280         9,280
    North Carolina            2                  4,887         4,887
    North Dakota              1                  4,145         4,145
    Ohio                      3                 17,555        17,555
    Oklahoma                  3                  1,154         1,154
    Pennsylvania              2                  9,018         9,018
    South Dakota              1                    373           373
    Texas                     6                  9,019         9,380
    Washington                1                  4,197         4,197
    Wisconsin                 3                  5,735         5,735
    
    Total                    70                218,697       219,308             0             0
    
    <PAGE>
PAGE 25
    
    NOTES:
    
    (a)  The classification "residential" includes single dwellings only.  Residential multiple dwellings are included
            in "apartment and business".
    
    (b)  Real estate taxes and easements, which in the opinion of the Company are not undue burden on the properties,
            have been excluded from the determination of "prior liens".
    
    (c)  In this schedule III, carrying amount of mortgage loans represents unpaid principal balances plus unamortized
           premiums less unamortized discounts and allowance for loss.
    
    (d)  Interest in arrears for less than three months has been disregarded in computing the total amount of principal
           subject to delinquent interest.  The amounts of mortgage loans being forclosed are also included in amounts
           subject to delinquent interest.
    
    (e)  Information as to interest due and accrued at the end of the period is shown by type of mortgage loan.
           Information as to interest due and accrued for the various classes within the types of mortgage loans is not
           readily available and the obtaining thereof would involve unreasonable effort and expense.
    
         The Company does not accrue interest on loans which are over three months delinquent.
    
    (f)  Information as to interest income by type and class of loan has been omitted because it is not readily available
          and the obtaining thereof would involve unreasonable effort and expense.  In lieu thereof, the average gross
          interest rates (exclusive of amortization of discounts and premiums) on mortgage loans held at
          December 31, 1996 are shown by type and class of loan.
    
         The average gross interest rates on mortgage loans held at December 31, 1996, 1995 and 1994 are
         summarized as follows:
    
                                                        1996      1995      1994
             First mortgages:
              Insured by Federal Housing Administratio   0.000%    0.000%    7.186%
              Partially guaranteed under Servicemen's
                Readjustment Act of 1944, as amended      0.00      0.00     8.000
              Other                                       8.45      8.90     8.884
    
                    Combined average                     8.450%    8.901%    8.884%
    
    (g)  Following is a reconciliation of the carrying amount of mortgage loans for the years ended
          December 31, 1996, 1995 and 1994.
                                                        1996      1995      1994
 
         Balance at beginning of period               $233,394  $253,968  $281,865
         Additions during period:
           New loans acquired:
             Nonaffiliated companies                    18,301     9,000         0
           Allowance for loss transferred to real esta       0         0       350
           Amortization of discount/ premium                 0         0        51
    
                 Total additions                        18,301     9,000       401
    
                                                       251,695   262,968   282,266
    
         Deductions during period:
           Collections of principal                     32,998    29,533    28,298
           Cost of mortgages sold                            0        41         0
    
               Total deductions                         32,998    29,574    28,298
    
         Balance at end of period                     $218,697  $233,394  $253,968
    
    (h)  The aggregate cost of mortgage loans for federal income tax purposes at December 31, 1996 was $219,308.
    
    (i)  At December 31, 1996, an allowance for loss of $611 is recorded which represents the amount of impairment on
         mortgage loans.
    
    (j)  New loans acquired during 1996 include $2,000 of proceeds received from sale of real estate in lieu of cash.
/TABLE
<PAGE>
PAGE 26

      <TABLE>
      <CAPTION>                                                                            SCHEDULE V
      IDS CERTIFICATE COMPANY 
      Qualified Assets on Deposit              
      December 31, 1996
      ($ thousands)
      
                                           Investment Securities
                                           Bonds and                 Mortgage
                                             Notes       Stocks       Loans       Other
            Name of Depositary                (a)         (b)          (c)         (d)        Total
      <S>                                        <C>         <C>          <C>        <C>         <C>
      Deposits with states or their depositaries to
        meet requirements of statutes and
        agreements:
      
          Illinois - Secretary of
            State of Illinois                    $50          $0          $0          $0          $50
      
          New Jersey - Commissioner
            of Banking and Insurance
            of New Jersey                         49           0           0           0           49
      
      
          Pennsylvania - Treasurer
            of the State of
            Pennsylvania                         148           0           0           0          148
      
      
          Texas - Treasurer of the
            State of Texas                       115           0           0           0          115
      
          Total deposits with states or their
            depositaries to meet requirements of
            statues and agreements               362           0           0           0          362
      
      Central depositary - American
        Express Trust Company (e)          2,434,047     683,306     218,697      18,991    3,355,041
      
          Total                           $2,434,409    $683,306    $218,697     $18,991   $3,355,403 
      
      
      
      Notes:
        (a)  Represents amortized cost of bonds and notes.
        (b)  Represents average cost of individual issues of stocks.
        (c)  Represents unpaid principal balance of mortgage loans less unamortized
              discounts and reserve for losses.
        (d)  Represents amortized cost of purchased call options.
      </TABLE>
<PAGE>
PAGE 27
<TABLE>
<CAPTION>                                                                                         Schedule VI
IDS CERTIFICATE COMPANY
Certificate Reserves

Part 1 - Summary of Changes

Year ended December 31, 1996                                               Balance at beginning of period
($ in thousands)
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
<S>                                               <C>                      <C>           <C>           <C>
Installment certificates:
Reserves to mature:
Series 15, includes extended maturities           2.40 Inst/2.50 Ext.           1  $          5             1
  "    20,     "        "        "                2.52 Inst/2.50 Ext.          33           407           366
  "    15A,    "        "        "                2.66 Inst/3.04 Ext.          56           831           770
  "    22A,    "        "        "                       3.09               2,051        36,322        29,265
  "    I-76,   "        "        "                       3.35               1,001        23,309         9,830
  "    Reserve Plus Flexible Payment                   (note a)               466         4,400         2,336
  "    IC-Q-Installment                                (note a)               302         3,215         1,198
  "    IC-Q-Ins                                        (note a)            21,505       275,345       112,274
  "    IC-Q-Ins Emp                                    (note a)               117         1,765           551
  "    IC-1                                            (note a)            57,510     1,053,083       163,021
  "    IC-1-Emp                                        (note a)               433         7,229         1,104
  "    RP-Q-Installment                                (note a)               318         4,379         2,695
  "    RP-Q-Flexible Payment                           (note a)               105         1,704           408
  "    RP-Q-Ins                                        (note a)               595        11,401         3,709
  "    RP-Q-Ins Emp                                    (note a)                 5           176            23
  "    RP-1                                            (note a)               498        14,852         2,631
  "    RP-1-Emp                                        (note a)                 5         1,254            14

Total                                                                      85,001     1,439,677       330,196

Payments made in advance of certificate
year requirements and accrued interest
thereon:
Series 15, includes extended maturities                    2              Not           Not                 0
  "    20,     "        "        "                         2            Readily      Applicable            18
  "    15A,    "        "        "                         3           Available                           24
  "    22A,    "        "        "                         3                                              951
  "    I-76,   "        "        "                        3.5                                             401

Total                                                                                                   1,394


<PAGE>
PAGE 28
                                                                                      Additions

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)

Installment certificates:
Reserves to mature:
Series 15, includes extended maturities           2.40 Inst/2.50 Ext.           0             0             0
  "    20,     "        "        "                2.52 Inst/2.50 Ext.           8             2            19
  "    15A,    "        "        "                2.66 Inst/3.04 Ext.          14            10             5
  "    22A,    "        "        "                       3.09                 820           480         2,733
  "    I-76,   "        "        "                       3.35                 313           375            44
  "    Reserve Plus Flexible Payment                   (note a)                 0           346            63
  "    IC-Q-Installment                                (note a)                 0           122            24
  "    IC-Q-Ins                                        (note a)                 0        14,907         2,720
  "    IC-Q-Ins Emp                                    (note a)                 0            85            16
  "    IC-1                                            (note a)                 0        94,233         5,739
  "    IC-1-Emp                                        (note a)                 0           755            51
  "    RP-Q-Installment                                (note a)                 0            40            75
  "    RP-Q-Flexible Payment                           (note a)                 0             2             6
  "    RP-Q-Ins                                        (note a)                 0           276            93
  "    RP-Q-Ins Emp                                    (note a)                 0             2             1
  "    RP-1                                            (note a)                 0         1,339            90
  "    RP-1-Emp                                        (note a)                 0             6             1

Total                                                                       1,155       112,980        11,680

Payments made in advance of certificate
year requirements and accrued interest
thereon:
Series 15, includes extended maturities                    2                    0             0             0
  "    20,     "        "        "                         2                    1             4             0
  "    15A,    "        "        "                         3                    1             3             0
  "    22A,    "        "        "                         3                   40           247            85
  "    I-76,   "        "        "                        3.5                  19            76             4

Total                                                                          61           330            89

<PAGE>
PAGE 29

         
                                                                                     Deductions

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)

Installment certificates:
Reserves to mature:
Series 15, includes extended maturities           2.40 Inst/2.50 Ext.           0             0             1
  "    20,     "        "        "                2.52 Inst/2.50 Ext.          48             0           123
  "    15A,    "        "        "                2.66 Inst/3.04 Ext.         120             6           359
  "    22A,    "        "        "                       3.09               2,193         1,566         6,352
  "    I-76,   "        "        "                       3.35                   0         1,485           289
  "    Reserve Plus Flexible Payment                   (note a)                31           975             4
  "    IC-Q-Installment                                (note a)               448           263             2
  "    IC-Q-Ins                                        (note a)             1,763        48,835            14
  "    IC-Q-Ins Emp                                    (note a)                 0           314             0
  "    IC-1                                            (note a)                 0        43,339             0
  "    IC-1-Emp                                        (note a)                 0           364             0
  "    RP-Q-Installment                                (note a)                95           606             0
  "    RP-Q-Flexible Payment                           (note a)               254            36             8
  "    RP-Q-Ins                                        (note a)                71         1,274             0
  "    RP-Q-Ins Emp                                    (note a)                 0             0             0
  "    RP-1                                            (note a)                 0           694             0
  "    RP-1-Emp                                        (note a)                 0             7             0

Total                                                                       5,023        99,764         7,152

Payments made in advance of certificate
year requirements and accrued interest
thereon:
Series 15, includes extended maturities                    2                    0             0             0
  "    20,     "        "        "                         2                    5             1             5
  "    15A,    "        "        "                         3                    1             4             8
  "    22A,    "        "        "                         3                   21            43           461
  "    I-76,   "        "        "                        3.5                   0           100            27

Total                                                                          27           148           501


<PAGE>
PAGE 30

         
                                                                            Balance at close of period

                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves

Installment certificates:
Reserves to mature:
Series 15, includes extended maturities           2.40 Inst/2.50 Ext.           0             0             0
  "    20,     "        "        "                2.52 Inst/2.50 Ext.          21           256           224
  "    15A,    "        "        "                2.66 Inst/3.04 Ext.          14           341           314
  "    22A,    "        "        "                       3.09               1,545        29,381        23,187
  "    I-76,   "        "        "                       3.35                 822        19,231         8,788
  "    Reserve Plus Flexible Payment                   (note a)               372         3,475         1,735
  "    IC-Q-Installment                                (note a)               142         1,436           631
  "    IC-Q-Ins                                        (note a)            14,496       180,394        79,289
  "    IC-Q-Ins Emp                                    (note a)                73           914           338
  "    IC-1                                            (note a)            61,488     1,103,589       219,654
  "    IC-1-Emp                                        (note a)               425         7,490         1,546
  "    RP-Q-Installment                                (note a)               250         3,368         2,109
  "    RP-Q-Flexible Payment                           (note a)                22           300           118
  "    RP-Q-Ins                                        (note a)               403         8,093         2,733
  "    RP-Q-Ins Emp                                    (note a)                 5           176            26
  "    RP-1                                            (note a)               494        15,371         3,366
  "    RP-1-Emp                                        (note a)                 5         1,292            14

Total                                                                      80,577     1,375,107       344,072

Payments made in advance of certificate
year requirements and accrued interest
thereon:
Series 15, includes extended maturities                    2              Not           Not                 0
  "    20,     "        "        "                         2            Readily      Applicable            12
  "    15A,    "        "        "                         3           Available                           15
  "    22A,    "        "        "                         3                                              798
  "    I-76,   "        "        "                        3.5                                             373

Total                                                                                                   1,198


<PAGE>
PAGE 31

         
                                                                           Balance at beginning of period

                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves

Additional credits and accrued interest
thereon:
Series 15, includes extended maturities                   2.5                                               0
  "    20,     "        "        "                        2.5             Not           Not                78
  "    15A,    "        "        "                         3            Readily      Applicable           129
  "    22A,    "        "        "                         3           Available                        5,940
  "    I-76,   "        "        "                        3.5                                           2,247
  "    Reserve Plus Flexible Payment                   (note a)                                             0
  "    IC-Q-Installment                                (note a)                                             0
  "    IC-Q-Ins                                        (note a)                                             0
  "    IC-Q-Ins Emp                                    (note a)                                             0
  "    IC-1                                            (note a)                                           214
  "    IC-1-Emp                                        (note a)                                             2
  "    RP-Q-Installment                                (note a)                                             0
  "    RP-Q-Flexible Payment                           (note a)                                             0
  "    RP-Q-Ins                                        (note a)                                             0
  "    RP-Q-Ins Emp                                    (note a)                                             0
  "    RP-1                                            (note a)                                             3
  "    RP-1-Emp                                        (note a)                                             0

Total                                                                                                   8,613

Reserve for accrued extra contribution 3rd year                                                        12,322
Reserve for accrued extra contribution 6th year                                                           563
Accrued interest on reserves in default I-76              3.5                                               2
Reserve for additional credits to be allowed                              Not           Not
Installment Certificates-Special Additional                             Readily      Applicable
Credits I-76                                                           Available                            0
Accrued for additional credits to be allowed at
next anniversary                                                                                          276
Reserve for death and disability refund options                                                             0
Reserve for reconversion of paid-up certificates                                                           53

Total installment certificates                                                                        353,419


<PAGE>
PAGE 32

                                                                                     Additions

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)

Additional credits and accrued interest
thereon:
  "    15, includes extended maturities                   2.5                   0                           0
  "    20,     "        "        "                        2.5                   1       Not                 9
  "    15A,    "        "        "                         3                    2    Applicable            10
  "    22A,    "        "        "                         3                  153                         912
  "    I-76,   "        "        "                        3.5                  72                         110
  "    Reserve Plus Flexible Payment                   (note a)                63                           0
  "    IC-Q-Installment                                (note a)                24                           0
  "    IC-Q-Ins                                        (note a)             2,723                           0
  "    IC-Q-Ins Emp                                    (note a)                16                           0
  "    IC-1                                            (note a)             5,793                           0
  "    IC-1-Emp                                        (note a)                51                           0
  "    RP-Q-Installment                                (note a)                75                           0
  "    RP-Q-Flexible Payment                           (note a)                 6                           0
  "    RP-Q-Ins                                        (note a)                93                           0
  "    RP-Q-Ins Emp                                    (note a)                 1                           0
  "    RP-1                                            (note a)                91                           0
  "    RP-1-Emp                                        (note a)                 1                           0

Total                                                                       9,165                       1,041

Reserve for accrued extra contribution 3rd year                             4,987        (2,897)            0
Reserve for accrued extra contribution 6th year                               197          (478)            0
Accrued interest on reserves in default I-76              3.5                   6             0             0
Reserve for additional credits to be allowed
Installment Certificates-Special Additional 
Credits I-76                                                                    0             0             0
Accrued for additional credits to be allowed at
next anniversary                                                              453             0             0
Reserve for death and disability refund options                                 0             0             0
Reserve for reconversion of paid-up certificates                                0             0             0

Total installment certificates                                             16,024       109,935        12,810



<PAGE>
PAGE 33

                                                                                     Deductions

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)

Additional credits and accrued interest
thereon:
Series 15, includes extended maturities                   2.5                   0             0             0
  "    20,     "        "        "                        2.5                  12             0            29
  "    15A,    "        "        "                         3                   22             1            70
  "    22A,    "        "        "                         3                  462           315         1,306
  "    I-76,   "        "        "                        3.5                   0           344            64
  "    Reserve Plus Flexible Payment                   (note a)                 0             0            63
  "    IC-Q-Installment                                (note a)                 0             0            24
  "    IC-Q-Ins                                        (note a)                 0             0         2,723
  "    IC-Q-Ins Emp                                    (note a)                 0             0            16
  "    IC-1                                            (note a)                 0             0         5,741
  "    IC-1-Emp                                        (note a)                 0             0            51
  "    RP-Q-Installment                                (note a)                 0             0            75
  "    RP-Q-Flexible Payment                           (note a)                 0             0             6
  "    RP-Q-Ins                                        (note a)                 0             0            93
  "    RP-Q-Ins Emp                                    (note a)                 0             0             1
  "    RP-1                                            (note a)                 0             0            90
  "    RP-1-Emp                                        (note a)                 0             0             1

Total                                                                         496           660        10,353

Reserve for accrued extra contribution 3rd year                                 0             0             0
Reserve for accrued extra contribution 6th year                                 0             0             0
Accrued interest on reserves in default I-76              3.5                   0             0             6
Reserve for additional credits to be allowed
Installment Certificates-Special Additional 
Credits I-76                                                                    0             0             0
Accrued for additional credits to be allowed at
next anniversary                                                                0             0           530
Reserve for death and disability refund options                                 0             0             0
Reserve for reconversion of paid-up certificates                                0             0             0

Total installment certificates                                              5,546       100,572        18,542

<PAGE>
PAGE 34


                                                                            Balance at close of period

                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves

Additional credits and accrued interest
thereon:
Series 15, includes extended maturities                   2.5                                               0
  "    20,     "        "        "                        2.5             Not           Not                47
  "    15A,    "        "        "                         3            Readily      Applicable            48
  "    22A,    "        "        "                         3           Available                        4,922
  "    I-76,   "        "        "                        3.5                                           2,021
  "    Reserve Plus Flexible Payment                   (note a)                                             0
  "    IC-Q-Installment                                (note a)                                             0
  "    IC-Q-Ins                                        (note a)                                             0
  "    IC-Q-Ins Emp                                    (note a)                                             0
  "    IC-1                                            (note a)                                           266
  "    IC-1-Emp                                        (note a)                                             2
  "    RP-Q-Installment                                (note a)                                             0
  "    RP-Q-Flexible Payment                           (note a)                                             0
  "    RP-Q-Ins                                        (note a)                                             0
  "    RP-Q-Ins Emp                                    (note a)                                             4
  "    RP-1                                            (note a)                                             0

Total                                                                                                   7,310

Reserve for accrued extra contribution 3rd year                                                        14,412
Reserve for accrued extra contribution 6th year                                                           282
Accrued interest on reserves in default I-76              3.5                                               2
Reserve for additional credits to be allowed
Installment Certificates-Special Additional                               Not           Not
Credits I-76                                                            Readily      Applicable             0
Accrued for additional credits to be allowed at                        Available
next anniversary                                                                                          199
Reserve for death and disability refund options                                                             0
Reserve for reconversion of paid-up certificates                                                           53

Total installment certificates                                                                        367,528


<PAGE>
PAGE 35


                                                                           Balance at beginning of period

                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves

Fully paid certificates:
Single-payment certificates:
SP 74                                                     3.5                   1             8             8
SP 75                                                     3.5                  44           367           366
SP 76                                                     3.5                 366         3,072         2,987
SP 77                                                     3.5                 442         3,088         2,909
SP 78                                                     3.5                 541         3,985         3,633
SP 79                                                     3.5                 613         4,800         4,234
SP 80                                                     3.5                 604         4,813         4,094
SP 81A                                                    3.5                 480         3,175         2,605
SP 82A                                                    3.5                 447         4,361         3,460
SP 82B                                                    3.5                 785         7,016         5,504
SP 83A                                                    3.5                 141         1,216           940
SP 83B                                                    3.5                 317         2,858         2,175
IC-2-84                                                   3.5               1,263        12,298         9,050
IC-2-85                                                   3.5                 697         7,443         6,880
IC-2-86                                                   3.5                 366         4,571         3,775
IC-2-87                                                   3.5                 456         5,957         4,653
IC-2-88                                                   3.5                 870        12,875         9,087
Reserve Plus Single Payment                            (note a)             1,432         6,764        10,205
Cash Reserve Single Payment                            (note b)                58           271           228
IC-Flexible Savings (formerly Variable Term)           (note d)           125,194     1,025,145     1,090,095
IC-Flexible Savings Emp (formerly Variable Term)       (note d)             1,540        13,147        15,070
IC-Preferred Investors                                 (note d)                 0             0             0
IC-Investors                                           (note d)               546       565,213       590,747
IC-Special Deposits                                    (note d)                62        56,830        58,457
IC-1-84                                                (note c)                92           564           578
Cash Reserve Variable Payment                          (note b)               764         3,704         4,731
Cash Reserve Variable Payment-3mo.                     (note e)            47,447       213,252       224,047
IC-Future Value                                        (note f)            20,452       229,864       229,864
IC-Future Value Emp                                    (note f)               407         4,300         4,300
IC-Stock Market                                        (note g)            43,358       154,060       166,263
IC-AEBI Stock Market                                   (note g)                24         5,872         6,362

Total                                                                     249,809     2,360,889     2,467,307


<PAGE>
PAGE 36


                                                                                     Additions

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)

Fully paid certificates:
Single-payment certificates:
SP 74                                                     3.5                   0             0             0
SP 75                                                     3.5                   1             0             0
SP 76                                                     3.5                  77             0             0
SP 77                                                     3.5                  95             0             0
SP 78                                                     3.5                 117             0             0
SP 79                                                     3.5                 135             0             0
SP 80                                                     3.5                 131             0             0
SP 81A                                                    3.5                  77             0             0
SP 82A                                                    3.5                 112             0             0
SP 82B                                                    3.5                 172             0             0
SP 83A                                                    3.5                  29             0             0
SP 83B                                                    3.5                  69             0             0
IC-2-84                                                   3.5                 287             0             0
IC-2-85                                                   3.5                   0             0           329
IC-2-86                                                   3.5                   0             0           173
IC-2-87                                                   3.5                   0             0           215
IC-2-88                                                   3.5                   0             0           422
Reserve Plus Single Payment                            (note a)                 0             0           392
Cash Reserve Single Payment                            (note b)                 0             0             9
IC-Flexible Savings (formerly Variable Term)           (note d)                 0       173,006        41,884
IC-Flexible Savings Emp (formerly Variable Term)       (note d)                 0         4,620           814
IC-Preferred Investors                                 (note d)                 0        25,111            73
IC-Investors                                           (note d)                 0       262,568        30,158
IC-Special Deposits                                    (note d)                 0        41,065         2,441
IC-1-84                                                (note c)                 0             0            28
Cash Reserve Variable Payment                          (note b)                 0           452           175
Cash Reserve Variable Payment-3mo.                     (note e)                 0       275,959         9,862
IC-Future Value                                        (note f)                 0         6,598             0
IC-Future Value Emp                                    (note f)                 0            71             0
IC-Stock Market                                        (note g)                 0       128,386        16,955
IC-AEBI Stock Market                                   (note g)                 0         1,310           593

Total                                                                       1,302       919,146       104,523


<PAGE>
PAGE 37


                                                                                     Deductions

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)

Fully paid certificates:
Single-payment certificates:
SP 74                                                     3.5                   0             0             0
SP 75                                                     3.5                 (77)          (13)          400
SP 76                                                     3.5               1,512           272           413
SP 77                                                     3.5                   0           376             0
SP 78                                                     3.5                   0           525            25
SP 79                                                     3.5                   0           691             7
SP 80                                                     3.5                   0           628             0
SP 81A                                                    3.5                   0           669             0
SP 82A                                                    3.5                   0           610             0
SP 82B                                                    3.5                   0         1,034            12
SP 83A                                                    3.5                   0           222             0
SP 83B                                                    3.5                   0           319             0
IC-2-84                                                   3.5                   0         1,785            19
IC-2-85                                                   3.5                   0         1,579             0
IC-2-86                                                   3.5                   0         1,083            23
IC-2-87                                                   3.5                   0         1,119             8
IC-2-88                                                   3.5                   0         1,584            23
Reserve Plus Single Payment                            (note a)                 0         1,717             0
Cash Reserve Single Payment                            (note b)                 0            41             0
IC-Flexible Savings (formerly Variable Term)           (note d)                 0       682,884             0
IC-Flexible Savings Emp (formerly Variable Term)       (note d)                 0         3,703             0
IC-Preferred Investors                                 (note d)                 0         1,592             0
IC-Investors                                           (note d)                 0       263,613             0
IC-Special Deposits                                    (note d)                 0        26,265             0
IC-1-84                                                (note c)                 0           104             0
Cash Reserve Variable Payment                          (note b)                 0         1,366             0
Cash Reserve Variable Payment-3mo.                     (note e)                 0       267,607             0
IC-Future Value                                        (note f)             6,777        15,233             0
IC-Future Value Emp                                    (note f)               152           154             0
IC-Stock Market                                        (note g)                 0        51,476             0
IC-AEBI Stock Market                                   (note g)                 0         4,495             0

Total                                                                       8,364     1,332,733           930


<PAGE>
PAGE 38


                                                                            Balance at close of period

                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves

Fully paid certificates:
Single-payment certificates:
SP 74                                                      3                    1             8             8
SP 75                                                     3.5                   2            57            57
SP 76                                                     3.5                 111           871           867
SP 77                                                     3.5                 385         2,696         2,628
SP 78                                                     3.5                 455         3,391         3,200
SP 79                                                     3.5                 522         4,020         3,671
SP 80                                                     3.5                 502         4,086         3,597
SP 81A                                                    3.5                 402         2,372         2,013
SP 82A                                                    3.5                 362         3,606         2,962
SP 82B                                                    3.5                 643         5,702         4,630
SP 83A                                                    3.5                 110           933           747
SP 83B                                                    3.5                 265         2,445         1,925
IC-2-84                                                   3.5               1,029         9,884         7,533
IC-2-85                                                   3.5                 560         5,788         5,630
IC-2-86                                                   3.5                 290         3,229         2,842
IC-2-87                                                   3.5                 371         4,569         3,741
IC-2-88                                                   3.5                 728        10,661         7,902
Reserve Plus Single Payment                               3.5               1,207         5,678         8,880
Cash Reserve Single Payment                            (note a)                48           231           196
IC-Flexible Savings (formerly Variable Term)           (note b)            93,070       561,761       622,101
IC-Flexible Savings Emp (formerly Variable Term)       (note d)             1,514        14,554        16,801
IC-Preferred Investors                                 (note d)                25        23,523        23,592
IC-Investors                                           (note d)               529       585,856       619,860
IC-Special Deposits                                    (note d)                75        72,990        75,698
IC-1-84                                                (note d)                72           464           502
Cash Reserve Variable Payment                          (note c)               655         3,098         3,992
Cash Reserve Variable Payment-3mo.                     (note b)            50,579       231,063       242,261
IC-Future Value                                        (note e)            19,246       214,452       214,452
IC-Future Value Emp                                    (note f)               377         4,065         4,065
IC-Stock Market                                        (note g)            66,983       238,765       260,128
IC-AEBI Stock Market                                   (note g)                22         3,543         3,770

Total                                                                     241,140     2,024,361     2,150,251


<PAGE>
PAGE 39


                                                                           Balance at beginning of period

                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves

Additional credits and accrued interest thereon:
SP 74                                                     3.5             Not           Not                10
SP 75                                                     3.5          Applicable    Applicable           442
SP 76                                                     3.5                                           3,494
SP 77                                                     3.5                                           3,101
SP 78                                                     3.5                                           3,483
SP 79                                                     3.5                                           3,735
SP 80                                                     3.5                                           3,337
SP 81A                                                    3.5                                           1,737
SP 82A                                                    3.5                                           2,237
SP 82B                                                    3.5                                           3,345
SP 83A                                                    3.5                                             439
SP 83B                                                    3.5                                             953
IC-2-84                                                   3.5                                           4,079
IC-2-85                                                   3.5                                             129
IC-2-86                                                   3.5                                              62
IC-2-87                                                   3.5                                              80
IC-2-88                                                   3.5                                             160
Reserve Plus Single Payment                            (note a)                                             0
Cash Reserve Single Payment                            (note b)                                             0
IC-Flexible Savings (formerly Variable Term)           (note d)                                         2,559
IC-Flexible Savings Emp (formerly Variable Term)       (note d)                                            37
IC-Preferred Investors                                 (note d)                                             0
IC-Investors                                           (note d)                                         1,342
IC-Special Deposits                                    (note d)                                           104
IC-1-84                                                (note c)                                            14
Cash Reserve Variable Payment                          (note b)                                             0
Cash Reserve Variable Payment-3mo.                     (note e)                                           389
IC-Future Value                                        (note f)                                        37,728
IC-Future Value Emp                                    (note f)                                           676
IC-Stock Market                                        (note g)                                         1,118
IC-AEBI Stock Market                                   (note g)                                           110

Total                                                                                                  74,900


<PAGE>
PAGE 40

                                                                                     Additions

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)

Additional credits and accrued interest thereon:
SP 74                                                     3.5                   0             0             0
SP 75                                                     3.5                   1             0             0
SP 76                                                     3.5                  90             0            59
SP 77                                                     3.5                 102             0            63
SP 78                                                     3.5                 113             0            80
SP 79                                                     3.5                 121             0            92
SP 80                                                     3.5                 109             0            83
SP 81A                                                    3.5                  52             0            59
SP 82A                                                    3.5                  72             0            74
SP 82B                                                    3.5                 107             0           132
SP 83A                                                    3.5                  14             0            21
SP 83B                                                    3.5                  32             0            42
IC-2-84                                                   3.5                 131             0           183
IC-2-85                                                   3.5                 217             0             0
IC-2-86                                                   3.5                 117             0             0
IC-2-87                                                   3.5                 147             0             0
IC-2-88                                                   3.5                 297             0             0
Reserve Plus Single Payment                            (note a)               394             0             0
Cash Reserve Single Payment                            (note b)                 9             0             0
IC-Flexible Savings (formerly Variable Term)           (note d)            45,214             0             0
IC-Flexible Savings Emp (formerly Variable Term)       (note d)               963             0             0
IC-Peferred Investors                                  (note d)               133             0             0
IC-Investors                                           (note d)            32,822             0             0
IC-Special Deposits                                    (note d)             2,790             0             0
IC-1-84                                                (note c)                28             0             0
Cash Reserve Variable Payment                          (note b)               185             0             0
Cash Reserve Variable Payment-3mo.                     (note e)            10,061             0             0
IC-Future Value                                        (note f)            18,940             0             0
IC-Future Value Emp                                    (note f)               389             0             0
IC-Stock Market                                        (note g)             2,318             0            (1)
IC-AEBI Stock Market                                   (note g)               141             0             0

Total                                                                     116,109             0           887

<PAGE>
PAGE 41

                                                                                     Deductions

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)

Additional credits and accrued interest thereon:
SP 74                                                     3.5                   0             0             0
SP 75                                                     3.5                (112)          (15)          497
SP 76                                                     3.5               1,828           307           499
SP 77                                                     3.5                   0           384             0
SP 78                                                     3.5                   0           505            25
SP 79                                                     3.5                   0           605             7
SP 80                                                     3.5                   0           545             0
SP 81A                                                    3.5                   0           483             0
SP 82A                                                    3.5                   0           417             0
SP 82B                                                    3.5                   0           670             8
SP 83A                                                    3.5                   0           104             0
SP 83B                                                    3.5                   0           138             0
IC-2-84                                                   3.5                   0           844             9
IC-2-85                                                   3.5                   0            15           227
IC-2-86                                                   3.5                   0            12           121
IC-2-87                                                   3.5                   0            10           151
IC-2-88                                                   3.5                   0            18           300
Reserve Plus Single Payment                            (note a)                 0             0           394
Cash Reserve Single Payment                            (note b)                 0             0             9
IC-Flexible Savings (formerly Variable Term)           (note d)                 0         4,591        41,904
IC-Flexible Savings Emp (formerly Variable Term)       (note d)                 0           146           814
IC-Preferred Investors                                 (note d)                 0             9            72
IC-Investors                                           (note d)                 0         2,663        30,158
IC-Special Deposits                                    (note d)                 0           323         2,441
IC-1-84                                                (note c)                 0             2            29
Cash Reserve Variable Payment                          (note b)                 0             9           176
Cash Reserve Variable Payment-3mo.                     (note e)                 0           177         9,869
IC-Future Value                                        (note f)             4,072         3,151             0
IC-Future Value Emp                                    (note f)                72            41             0
IC-Stock Market                                        (note g)                 0            79         2,081
IC-AEBI Stock Market                                   (note g)                 0             7           189

Total                                                                       5,860        16,240        89,980


<PAGE>
PAGE 42


                                                                            Balance at close of period

                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves

Additional credits and accrued interest thereon:
SP 74                                                     3.5             Not           Not                10
SP 75                                                     3.5          Applicable    Applicable            73
SP 76                                                     3.5                                           1,009
SP 77                                                     3.5                                           2,882
SP 78                                                     3.5                                           3,146
SP 79                                                     3.5                                           3,336
SP 80                                                     3.5                                           2,984
SP 81A                                                    3.5                                           1,365
SP 82A                                                    3.5                                           1,966
SP 82B                                                    3.5                                           2,906
SP 83A                                                    3.5                                             370
SP 83B                                                    3.5                                             889
IC-2-84                                                   3.5                                           3,540
IC-2-85                                                   3.5                                             104
IC-2-86                                                   3.5                                              46
IC-2-87                                                   3.5                                              66
IC-2-88                                                   3.5                                             139
Reserve Plus Single Payment                            (note a)                                             0
Cash Reserve Single Payment                            (note b)                                             0
IC-Flexible Savings (formerly Variable Term)           (note d)                                         1,278
IC-Flexible Savings Emp (formerly Variable Term)       (note d)                                            40
IC-Preferred Investors                                 (note d)                                            52
IC-Investors                                           (note d)                                         1,343
IC-Special Deposits                                    (note d)                                           130
IC-1-84                                                (note c)                                            11
Cash Reserve Variable Payment                          (note b)                                             0
Cash Reserve Variable Payment-3mo.                     (note e)                                           404
IC-Future Value                                        (note f)                                        49,445
IC-Future Value Emp                                    (note f)                                           952
IC-Stock Market                                        (note g)                                         1,275
IC-AEBI Stock Market                                   (note g)                                            55

Total                                                                                                  79,816


<PAGE>
PAGE 43

                                                                           Balance at beginning of period

                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves

Accrued for additional credits to be allowed
at next anniversaries:
SP 74                                                                     Not           Not                 0
SP 75                                                                  Applicable    Applicable             0
SP 76                                                                                                      22
SP 77                                                                                                      26
SP 78                                                                                                      34
SP 79                                                                                                      43
SP 80                                                                                                      35
SP 81A                                                                                                     37
SP 82A                                                                                                     25
SP 82B                                                                                                     86
SP 83A                                                                                                     13
SP 83B                                                                                                     22
IC-2-84                                                                                                    97
IC-2-85                                                                                                    59
IC-2-86                                                                                                    26
IC-2-87                                                                                                    36
IC-2-88                                                                                                    67
IC-Stock Market                                                                                        10,781
IC-AEBI Stock Market                                                                                      285

Total                                                                                                  11,694


<PAGE>
PAGE 44

                                                                                     Additions

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)

Accrued for additional credits to be allowed
at next anniversaries:
SP 74                                                                           0             0             0
SP 75                                                                           0             0             0
SP 76                                                                          60             0             0
SP 77                                                                          72             0             0
SP 78                                                                          84             0             0
SP 79                                                                          92             0             0
SP 80                                                                          88             0             0
SP 81A                                                                         43             0             0
SP 82A                                                                         69             0             0
SP 82B                                                                         98             0             0
SP 83A                                                                         15             0             0
SP 83B                                                                         36             0             0
IC-2-84                                                                       149             0             0
IC-2-85                                                                        78             0             0
IC-2-86                                                                        41             0             0
IC-2-87                                                                        51             0             0
IC-2-88                                                                       101             0             0
IC-Stock Market                                                            21,048             0             0
IC-AEBI Stock Market                                                          210             0             0

Total                                                                      22,335             0             0


<PAGE>
PAGE 45

                                                                                     Deductions

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)

Accrued for additional credits to be allowed
at next anniversaries:
SP 74                                                                           0             0             0
SP 75                                                                           0             0             0
SP 76                                                                           0             0            59
SP 77                                                                           0             0            63
SP 78                                                                           0             0            80
SP 79                                                                           0             0            92
SP 80                                                                           0             0            83
SP 81A                                                                          0             0            59
SP 82A                                                                          0             0            74
SP 82B                                                                          0             0           132
SP 83A                                                                          0             0            21
SP 83B                                                                          0             0            42
IC-2-84                                                                         0             0           183
IC-2-85                                                                         0             0           102
IC-2-86                                                                         0             0            51
IC-2-87                                                                         0             0            64
IC-2-88                                                                         0             0           123
IC-Stock Market                                                                 0           174        14,887
IC-AEBI Stock Market                                                            0             0           404

Total                                                                           0           174        16,519

<PAGE>
PAGE 46

                                                                            Balance at close of period

                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves

Accrued for additional credits to be allowed
at next anniversaries:
SP 74                                                                     Not           Not                 0
SP 75                                                                  Applicable    Applicable             0
SP 76                                                                                                      23
SP 77                                                                                                      35
SP 78                                                                                                      38
SP 79                                                                                                      43
SP 80                                                                                                      40
SP 81A                                                                                                     21
SP 82A                                                                                                     20
SP 82B                                                                                                     52
SP 83A                                                                                                      7
SP 83B                                                                                                     16
IC-2-84                                                                                                    63
IC-2-85                                                                                                    35
IC-2-86                                                                                                    16
IC-2-87                                                                                                    23
IC-2-88                                                                                                    45
IC-Stock Market                                                                                        16,768
IC-AEBI Stock Market                                                                                       91

Total                                                                                                  17,336


<PAGE>
PAGE 47

                                                                           Balance at beginning of period

                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves

R Series Single-Payment certificates:
R-76                                                      3.5                  17           184           144
R-77                                                      3.5                  76           806           610
R-78                                                      3.5                 115         1,203           844
R-79                                                      3.5                 146         1,649         1,130
R-80                                                      3.5                 211         2,652         1,716
R-81                                                      3.5                  74           914           514
R-82A                                                     3.5                 337         2,747         1,381
RP-Q                                                   (note a)               902         1,666         3,559
R-II                                                      3.5                 263         2,837         1,087
RP-84                                                     3.5                 831        10,844         3,952
RP-85                                                     3.5                 250         1,481         1,360
RP-86                                                     3.5                  89           781           672
RP-87                                                     3.5                 177         1,138           877
RP-88                                                     3.5                 248         1,974         1,389
Cash Reserve RP                                        (note b)                17            67           115
IC-Flexible Savings RP                                 (note d)            18,802       168,363       186,084
RP-Preferred Investors                                 (note d)                 0             0             0
Cash Reserve RP-3 mo.                                  (note e)             3,645        27,814        29,083
IC-Flexible Savings RP Emp                             (note d)               446         4,639         5,367
RP-Future Value                                        (note f)            13,017       200,914       200,914
RP-Future Value Emp                                    (note f)               303         5,346         5,345
RP-Stock Market                                        (note g)             6,802        34,695        38,468
D-1                                                    (note a)               270        39,251        43,660

Total                                                                      47,038       511,965       528,271


<PAGE>
PAGE 48

                                                                                     Additions

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)

R Series Single-Payment certificates:
R-76                                                      3.5                   0             0             6
R-77                                                      3.5                   0             0            26
R-78                                                      3.5                   0             0            34
R-79                                                      3.5                   0             0            49
R-80                                                      3.5                   0             0            74
R-81                                                      3.5                   0             0            26
R-82A                                                     3.5                   0             0            72
RP-Q                                                   (note a)                 0             0           136
R-II                                                      3.5                   0             0            56
RP-84                                                     3.5                   0             0           190
RP-85                                                     3.5                   0             0            68
RP-86                                                     3.5                   0             0            31
RP-87                                                     3.5                   0             0            41
RP-88                                                     3.5                   0             0            65
Cash Reserve RP                                        (note b)                 0             0             4
IC-Flexible Savings RP (formally Variable Term RP)     (note d)                 0        25,902         8,138
RP-Preferred Investors                                 (note d)                 0           853             0
Cash Reserve RP-3 mo.                                  (note e)                 0        43,847         1,241
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)                 0           776           316
RP-Future Value                                        (note f)                 0         5,596             0
RP-Future Value Emp                                    (note f)                 0            80             0
RP-Stock Market                                        (note g)                 0        15,473         3,951
D-1                                                    (note a)                 0         7,412         2,179

Total                                                                           0        99,939        16,703


<PAGE>
PAGE 49

                                                                                     Deductions

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)

R Series Single-Payment certificates:
R-76                                                      3.5                   0            35             0
R-77                                                      3.5                   0           157             0
R-78                                                      3.5                   0           157             5
R-79                                                      3.5                   0           243             0
R-80                                                      3.5                   0           399             9
R-81                                                      3.5                   0            88             9
R-82A                                                     3.5                   0           293             0
RP-Q                                                   (note a)                 0           720             8
R-II                                                      3.5                   0           279             0
RP-84                                                     3.5                   0         1,065             0
RP-85                                                     3.5                   0           420             0
RP-86                                                     3.5                   0           184             0
RP-87                                                     3.5                   0           219             0
RP-88                                                     3.5                   0           652             0
Cash Reserve RP                                        (note b)                 0            27             0
IC-Flexible Savings RP (formally Variable Term RP)     (note d)                 0        79,824             0
RP-Preferred Investors                                 (note d)                 0             0             0
Cash Reserve RP-3 mo.                                  (note e)                 0        43,690             0
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)                 0         1,073             0
RP-Future Value                                        (note f)             8,934         8,954             0
RP-Future Value Emp                                    (note f)               265            40             0
RP-Stock Market                                        (note g)                 0        12,220             0
D-1                                                    (note a)                32        11,165             0

Total                                                                       9,231       161,904            31

<PAGE>
PAGE 50

                                                                            Balance at close of period

                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves

Series Single-Payment certificates:
R-76                                                      3.5                  14           142           115
R-77                                                      3.5                  55           603           479
R-78                                                      3.5                  94           981           716
R-79                                                      3.5                 118         1,309           936
R-80                                                      3.5                 159         2,046         1,382
R-81                                                      3.5                  64           751           443
R-82A                                                     3.5                 279         2,196         1,160
RP-Q                                                   (note a)               744         1,334         2,967
R-II                                                      3.5                 216         2,150           864
RP-84                                                     3.5                 639         8,043         3,077
RP-85                                                     3.5                 188           847         1,008
RP-86                                                     3.5                  68           573           519
RP-87                                                     3.5                 135           861           699
RP-88                                                     3.5                 171         1,091           802
Cash Reserve RP                                        (note b)                12            51            92
IC-Flexible Savings RP (formally Variable Term RP)     (note d)            15,504       122,693       140,300
RP-Preferred Investors                                 (note d)                 1           853           853
Cash Reserve RP-3 mo.                                  (note e)             3,362        29,175        30,481
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)               422         4,512         5,386
RP-Future Value                                        (note f)            12,266       188,622       188,622
RP-Future Value Emp                                    (note f)               287         5,120         5,120
RP-Stock Market                                        (note g)             7,883        40,098        45,672
D-1                                                    (note a)               230        37,064        42,054

Total                                                                      42,911       451,115       473,747


<PAGE>
PAGE 51

                                                                           Balance at beginning of period

                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves

Additional Interest on R-Series Single
Payment Reserves:
R-76                                                      3.5             Not           Not                 5
R-77                                                      3.5          Applicable    Applicable            10
R-78                                                      3.5                                              20
R-79                                                      3.5                                              25
R-80                                                      3.5                                              40
R-81                                                      3.5                                              13
R-82A                                                     3.5                                              62
RP-Q                                                   (note a)                                             0
R-II                                                      3.5                                              39
RP-84                                                     3.5                                             118
RP-85                                                     3.5                                              47
RP-86                                                     3.5                                              17
RP-87                                                     3.5                                              27
RP-88                                                     3.5                                              43
Cash Reserve RP                                        (note b)                                             0
IC-Flexible Savings RP (formally Variable Term RP)     (note d)                                           416
RP-Preferred Investors                                 (note d)                                             0
Cash Reserve RP-3 mo.                                  (note e)                                            52
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)                                            12
RP-Future Value                                        (note f)                                        43,462
RP-Future Value Emp                                    (note f)                                         1,248
RP-Stock Market                                        (note g)                                           331
D-1                                                    (note a)                                             1

Total                                                                                                  45,988

Accrued for additional credits to be allowed
at next anniversaries
RP-Stock Market                                                                                         2,475

Total single payment                                                                                3,130,635

Paid-up certificates:
Series 15 and 20                                         3.25                  47           550           519
  "    15A and 22A                                        3.5               1,504        13,310        12,018
  "    I-76                                               3.5                 737         3,635         2,227

Total                                                                       2,288        17,495        14,764


<PAGE>
PAGE 52

                                                                                     Additions

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)

Additional Interest on R-Series Single
Payment Reserves:
R-76                                                      3.5                   6             0             0
R-77                                                      3.5                  27             0             0
R-78                                                      3.5                  37             0             0
R-79                                                      3.5                  52             0             0
R-80                                                      3.5                  75             0             0
R-81                                                      3.5                  24             0             0
R-82A                                                     3.5                  62             0             0
RP-Q                                                   (note a)               136             0             0
R-II                                                      3.5                  46             0             0
RP-84                                                     3.5                 169             0             0
RP-85                                                     3.5                  56             0             0
RP-86                                                     3.5                  28             0             0
RP-87                                                     3.5                  37             0             0
RP-88                                                     3.5                  51             0             0
Cash Reserve RP                                        (note b)                 4             0             0
IC-Flexible Savings RP (formally Variable Term RP)     (note d)             8,723             0             0
RP-Preferred Investors                                 (note d)                 0             0             0
Cash Reserve RP-3 mo.                                  (note e)             1,252             0             0
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)               341             0             0
RP-Future Value                                        (note f)            17,844             0             0
RP-Future Value Emp                                    (note f)               554             0             0
RP-Stock Market                                        (note g)               495             0             0
D-1                                                    (note a)             2,476             0             0

Total                                                                      32,495             0             0

Accrued for additional credits to be allowed
at next anniversaries:
RP-Stock Market                                                             3,872             0             0

Total single payment                                                      176,113     1,019,085       122,113

Paid-up certificates:
Series 15 and 20                                         3.25                  10             0            24
  "    15A and 22A                                        3.5                 378             0         1,662
  "    I-76                                               3.5                  77             0           351

Total                                                                         465             0         2,037


<PAGE>
PAGE 53

                                                                                     Deductions

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)

Additional Interest on R-Series Single
Payment Reserves:
R-76                                                      3.5                   0             0             6
R-77                                                      3.5                   0             2            26
R-78                                                      3.5                   0             1            34
R-79                                                      3.5                   0             5            49
R-80                                                      3.5                   0             4            74
R-81                                                      3.5                   0             1            26
R-82A                                                     3.5                   0             5            72
RP-Q                                                   (note a)                 0             0           136
R-II                                                      3.5                   0             2            56
RP-84                                                     3.5                   0            13           190
RP-85                                                     3.5                   0             4            68
RP-86                                                     3.5                   0             2            31
RP-87                                                     3.5                   0             4            41
RP-88                                                     3.5                   0             6            65
Cash Reserve RP                                        (note b)                 0             0             4
IC-Flexible Savings RP (formally Variable Term RP)     (note d)                 0           697         8,139
RP-Preferred Investors                                 (note d)                 0             0             0
Cash Reserve RP-3 mo.                                  (note e)                 0            14         1,242
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)                 0            26           316
RP-Future Value                                        (note f)             6,414         2,171             0
RP-Future Value Emp                                    (note f)               241             6             0
RP-Stock Market                                        (note g)                 0            15           552
D-1                                                    (note a)                 0           298         2,179

Total                                                                       6,655         3,276        13,306

Accrued for additional credits to be allowed
at next anniversaries:
RP-Stock Market                                                                 0            10         3,399

Total single payment                                                       30,110     1,514,337       124,165

Paid-up certificates:
Series 15 and 20                                         3.25                 228            21            86
  "    15A and 22A                                        3.5               1,501         1,010         1,629
  "    I-76                                               3.5                   0           435            23

Total                                                                       1,729         1,466         1,738


<PAGE>
PAGE 54


                                                                            Balance at close of period

                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves

Additional Interest on R-Series Single
Payment Reserves:
R-76                                                      3.5             Not           Not                 5
R-77                                                      3.5          Applicable    Applicable             9
R-78                                                      3.5                                              22
R-79                                                      3.5                                              23
R-80                                                      3.5                                              37
R-81                                                      3.5                                              10
R-82A                                                     3.5                                              47
RP-Q                                                   (note a)                                             0
R-II                                                      3.5                                              27
RP-84                                                     3.5                                              84
RP-85                                                     3.5                                              31
RP-86                                                     3.5                                              12
RP-87                                                     3.5                                              19
RP-88                                                     3.5                                              23
Cash Reserve RP                                        (note b)                                             0
IC-Flexible Savings RP (formally Variable Term RP)     (note d)                                           303
RP-Preferred Investors                                 (note d)                                             0
Cash Reserve RP-3 mo.                                  (note e)                                            48
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)                                            11
RP-Future Value                                        (note f)                                        52,721
RP-Future Value Emp                                    (note f)                                         1,555
RP-Stock Market                                        (note g)                                           259
D-1                                                    (note a)                                             0

Total                                                                                                  55,246

Accrued for additional credits to be allowed
at next anniversaries:
RP-Stock Market                                                                                         2,938

Total single payment                                                                                2,779,334

Paid-up certificates:
Series 15 and 20                                         3.25                  24           236           218
  "    15A and 22A                                        3.5               1,074        10,915         9,918
  "    I-76                                               3.5                 687         3,468         2,197

Total                                                                       1,785        14,619        12,333


<PAGE>
PAGE 55


                                                                           Balance at beginning of period

                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves

Additional credits and accrued interest thereon:
Series 15 and 20                                          2.5             Not           Not                21
  "    15A and 22A                                         3           Applicable    Applicable           518
  "    Series I-76                                        3.5                                             155

Total                                                                                                     694

Accrued for additional credits to be allowed 
at next anniversaries                                                                                      77

Total paid-up                                                               2,288        17,495        15,535

Optional settlement certificates:
Series 1, IST&G                                            3                   14                           9
Other series and conversions from Single
Payment certificates                                  2.5-3-3-3.5           9,910                     111,881
Series R-76 thru R-82A                                     3                   75                         301
Series R-II & RP-2-84 thru 88                             3.5                  69                       1,010
Reserve Plus Single-Payment                            (note a)               231                       2,243
Reserve Plus Flex-Pay & IC-Q-Inst                      (note a)                21                         111
Series R-Installment                                   (note a)               104                         514
Series R-Single-Payment                                (note a)                49                         132
Additional credits and accrued interest thereon          2.5-3            Not           Not            11,368
Additional credits and accrued int. thereon-IST&G        2.5-3         Applicable    Applicable             0
Accrued for additional credits to be allowed
at next anniversaries                                                                                   1,019
Accrued for additional credits to be allowed
at next anniversaries-R-76 thru R-82A & R-II                                                               11
Accrued for additional credits to be allowed
at next anniversaries-IST&G                                                                                 0

Total optional settlement                                                  10,473                     128,599

                                                                                        Not 
Due to unlocated certificate holders                                                 Applicable           386

Total certificate reserves                                                                          3,628,574


<PAGE>
PAGE 56

                                                                                     Additions

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)

Additional credits and accrued interest thereon:
Series 15 and 20                                          2.5                   0             0             3
  "    15A and 22A                                         3                   14             0            96
  "    Series I-76                                        3.5                   5             0            23

Total                                                                          19             0           122

Accrued for additional credits to be allowed 
at next anniversaries                                                         100             0             0

Total paid-up                                                                 584             0         2,159

Optional settlement certificates:
Series 1, IST&G                                            3                    0             0             0
Other series and conversions from Single
Payment certificates                                  2.5-3-3-3.5           3,275             0         7,890
Series R-76 thru R-82A                                     3                    8             0            29
Series R-II & RP-2-84 thru 88                             3.5                  32             0            12
Reserve Plus Single-Payment                            (note a)                77             0             0
Reserve Plus Flex-Pay & IC-Q-Inst                      (note a)                 4             0            21
Series R-Installment                                   (note a)                14             0             8
Series R-Single-Payment                                (note a)                 5             0             8
Additional credits and accrued interest thereon          2.5-3                296             0         2,045
Additional credits and accrued int. thereon-IST&G        2.5-3                  0             0             0
Accrued for additional credits to be allowed
at next anniversaries                                                       1,966             0             0
Accrued for additional credits to be allowed
at next anniversaries-R-76 thru R-82A & R-II                                   18             0             0
Accrued for additional credits to be allowed
at next anniversaries-IST&G                                                     0             0             0

Total optional settlement                                                   5,695             0        10,013

                                                                                        Not
Due to unlocated certificate holders                                                 Applicable           158

Total certificate reserves                                                198,416     1,129,020       147,253

Provision for certificate reserves and additional
  credits per Statement of Operations                                     173,041
Provision for reconversion applied against reserve
  recoveries from terminations prior to maturity in
  Statement of Operations                                                       0
Income (loss) from purchased and written call options
  included in provision for certificate reserves
  in Statement of Operations                                               25,375

                                                                          198,416


<PAGE>
PAGE 57

                                                                                     Deductions

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)

Additional credits and accrued interest thereon:
Series 15 and 20                                          2.5                  11             1             3
  "    15A and 22A                                         3                  122            27            58
  "    Series I-76                                        3.5                   0            21             0

Total                                                                         133            49            61

Accrued for additional credits to be allowed 
at next anniversaries                                                           0             0           122

Total paid-up                                                               1,862         1,515         1,921

Optional settlement certificates:
Series 1, IST&G                                            3                    1             1             0
Other series and conversions from Single
Payment certificates                                  2.5-3-3-3.5           7,455         8,122             0
Series R-76 thru R-82A                                     3                   68            38             0
Series R-II & RP-2-84 thru 88                             3.5                 136           108             0
Reserve Plus Single-Payment                            (note a)                93           597             0
Reserve Plus Flex-Pay & IC-Q-Inst                      (note a)                 7            20             0
Series R-Installment                                   (note a)                92            51             0
Series R-Single-Payment                                (note a)                31            15             0
Additional credits and accrued interest thereon          2.5-3                963           910           446
Additional credits and accrued int. thereon-IST&G        2.5-3                  0             0             0
Accrued for additional credits to be allowed
at next anniversaries                                                          30            (3)        2,055
Accrued for additional credits to be allowed
at next anniversaries-R-76 thru R-82A & R-II                                    4             0            18
Accrued for additional credits to be allowed
at next anniversaries-IST&G                                                     0             0             0

Total optional settlement                                                   8,880         9,859         2,519

                                                                          Not
Due to unlocated certificate holders                                   Applicable                         244


Total certificate reserves                                                 46,398     1,626,283       147,391


<PAGE>
PAGE 58


                                                                            Balance at close of period

                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves

Additional credits and accrued interest thereon:
Series 15 and 20                                          2.5             Not           Not                 9
  "    15A and 22A                                         3           Applicable    Applicable           421
  "    Series I-76                                        3.5                                             162

Total                                                                                                     592

Accrued for additional credits to be allowed 
at next anniversaries                                                                                      55

Total paid-up                                                               1,785        14,619        12,980

Optional settlement certificates:
Series 1, IST&G                                            3                   13                           7
Other series and conversions from Single
Payment certificates                                  2.5-3-3-3.5           9,173                     107,469
Series R-76 thru R-82A                                     3                   59                         232
Series R-II & RP-2-84 thru 88                             3.5                  49                         810
Reserve Plus Single-Payment                            (note a)               175                       1,630
Reserve Plus Flex-Pay & IC-Q-Inst                      (note a)                21                         109
Series R-Installment                                   (note a)                85                         393
Series R-Single-Payment                                (note a)                38                          99
Additional credits and accrued interest thereon          2.5-3            Not           Not            11,390
Additional credits and accrued int. thereon-IST&G        2.5-3         Applicable    Applicable             0
Accrued for additional credits to be allowed
at next anniversaries                                                                                     903
Accrued for additional credits to be allowed
at next anniversaries-R-76 thru R-82A & R-II                                                                7
Accrued for additional credits to be allowed
at next anniversaries-IST&G                                                                                 0

Total optional settlement                                                   9,613                     123,049

                                                                                        Not
Due to unlocated certificate holders                                                 Applicable           300


Total certificate reserves                                                                          3,283,191


<PAGE>
PAGE 59


Notes:

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

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

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

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

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

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

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

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

Year ended December 31, 1996
($ in thousands)



                                  Additions to reserves charged to other accounts

                                                              Transfers of
                                                              maturities to
                                Reconversions                   extended
                                  of paid-up                   maturities-
                                 certificate                   charged to
                                   charged       Charged       reserves to
                                  to paid-up        to        mature, addi-
                                 reserves and    advance     tional credits/
                                 reserve for     payments     interest and
                                reconversions    reserve    advance payments    Total

Reserves to mature installment
certificates:
Series 15, including extended
maturities                                  0           0                  0         0
Series 20, including extended
maturities                                  5           3                 11        19
Series 15A, including extended
maturities                                  0           5                  0         5
Series 22A, including extended
maturities                                244         261              2,228     2,733
Series I-76                                17          27                  0        44
Series Reserve Plus Flexible 
Payment                                     0           0                 63        63
Series IC-Q-Installment                     0           0                 24        24
Series IC-Q-Ins                             0           0              2,720     2,720
Series IC-Q-Ins Emp                         0           0                 16        16
Series IC-1                                 0           0              5,739     5,739
Series IC-1 Emp                             0           0                 51        51
Series RP-Q-Installment                     0           0                 75        75
Series RP-Q-Flexible Payment                0           0                  6         6
Series RP-Q-Ins                             0           0                 93        93
Series RP-Q-Ins Emp                         0           0                  1         1
Series RP-1                                 0           0                 90        90
Series RP-1 Emp                             0           0                  1         1

Total                                     266         296             11,118    11,680

<PAGE>
PAGE 61

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

Year ended December 31, 1996
($ in thousands)



                                Deductions from reserves credited to other accounts

                                                Conversions
                                                to optional    Maturities
                                                settlement     transferred
                                Conversions    certificates-   to extended
                                 to paid-up      credited      maturities-
                                certificates-   to optional   credited to 
                                  credited      settlement     reserves to
                                 to paid-up    reserves and      mature-
                                 surrender       surrender      extended
                                   income         income       maturities     Total
Reserves to mature installment
certificates:
Series 15, including extended
maturities                                1               0              0         1
Series 20, including extended
maturities                               19              93             11       123
Series 15A, including extended
maturities                               58             301              0       359
Series 22A, including extended
maturities                            1,340           2,784          2,228     6,352
Series I-76                             283               6              0       289
Series Reserve Plus Flexible 
Payment                                   0               4              0         4
Series IC-Q-Installment                   0               2              0         2
Series IC-Q-Ins                           0              14              0        14
Series IC-Q-Ins Emp                       0               0              0         0
Series IC-1                               0               0              0         0
Series IC-1 Emp                           0               0              0         0
Series RP-Q-Installment                   0               0              0         0
Series RP-Q-Flexible Payment              0               8              0         8
Series RP-Q-Ins                           0               0              0         0
Series RP-Q-Ins Emp                       0               0              0         0
Series RP-1                               0               0              0         0
Series RP-1 Emp                           0               0              0         0

Total                                 1,701           3,212          2,239     7,152

<PAGE>
PAGE 62


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

Year ended December 31, 1996
($ in thousands)


                                      Additions to reserves charged to other accounts

                                                   Additions      Additions to 
                                                   to advance      reserves to
                                 Reconversions     payments-     mature-extended
                                   of paid-up      charged to       maturities
Payments made in advance         certificates-      default         charged to
  of current certificate          charged to        interest       reserves to
  year requirements and             paid-up         on late        mature from
  accrued interest thereon:         reserves        payments         maturity        Total

Series 15, including extended
maturities                                   0              0                  0         0
Series 20, including extended
maturities                                   0              0                  0         0
Series 15A, including extended
maturities                                   0              0                  0         0
Series 22A, including extended
maturities                                   3              0                 82        85
Series I-76                                  3              1                  0         4
Series Reserve Plus Flexible 
Payment                                      0              0                  0         0
Series IC-Q-Installment                      0              0                  0         0
Series IC-Q-Ins                              0              0                  0         0
Series IC-Q-Ins Emp                          0              0                  0         0
Series IC-1                                  0              0                  0         0
Series IC-1 Emp                              0              0                  0         0
Series RP-Q-Installment                      0              0                  0         0
Series RP-Q-Flexible Payment                 0              0                  0         0
Series RP-Q-Ins                              0              0                  0         0
Series RP-Q-Ins Emp                          0              0                  0         0
Series RP-1                                  0              0                  0         0
Series RP-1 Emp                              0              0                  0         0

Total                                        6              1                 82        89

<PAGE>
PAGE 63

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

Year ended December 31, 1996
($ in thousands)


                                           Deductions from reserves credited to other accounts

                                                                  Maturities
                                                  Conversions     transferred
                                   Applied to     to optional     to extended
                                 certificates-     settlement     maturities-     Conversions
                                  credited to    certificates-    credited to     to paid-up
Payments made in advance          reserves to       credited       reserves      certificates-
  of current certificate            mature,       to optional     to mature-      credited to
  year requirements and             loading        settlement      extended         paid-up
  accrued interest thereon:      and insurance      reserves      maturities       reserves        Total

Series 15, including extended
maturities                                   0               0              0                0         0
Series 20, including extended
maturities                                   3               2              0                0         5
Series 15A, including extended
maturities                                   5               3              0                0         8
Series 22A, including extended
maturities                                 262             115             82                2       461
Series I-76                                 27               0              0                0        27
Series Reserve Plus Flexible 
Payment                                      0               0              0                0         0
Series IC-Q-Installment                      0               0              0                0         0
Series IC-Q-Ins                              0               0              0                0         0
Series IC-Q-Ins Emp                          0               0              0                0         0
Series IC-1                                  0               0              0                0         0
Series IC-1 Emp                              0               0              0                0         0
Series RP-Q-Installment                      0               0              0                0         0
Series RP-Q-Flexible Payment                 0               0              0                0         0
Series RP-Q-Ins                              0               0              0                0         0
Series RP-Q-Ins Emp                          0               0              0                0         0
Series RP-1                                  0               0              0                0         0
Series RP-1 Emp                              0               0              0                0         0

Total                                      297             120             82                2       501

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

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

Additional credits on installment certificates and
  accrued interest thereon:    
    Other additions represent:
    Transfers from accruals for additional credits to be allowed at next anniversaries     $   530
      Reconversions of paid-up certificates-charged to paid-up reserves                         45
      Transfers from maturities to extended maturities                                         466
                                                                                           $ 1,041
    Other deductions represent:
      Transfers to reserves on a quarterly basis for Reserve Plus Flexible-
        Payment, IC-Q-Installment and R-Flexible-Payment                                   $ 8,883
      Conversions to optional settlement certificates-credited to optional
        settlement reserves                                                                    673
      Conversions to paid-up certificates-credited to paid-up reserves                         331
      Transfers to extended maturities at maturity                                             466
                                                                                           $10,353
Accrual for additional credits to be allowed on installment
  certificates at next anniversaries:
    Other deductions represent:
      Transfers to reserves for additional credits on installment certificates             $   530

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

Reserve for reconversions of paid-up certificates:
    The amount shown as charged to profit and loss has been deducted from
      reserve recoveries in the accompanying Statement of Operations                       $     0

    Other deductions represent:
      Amounts credited to installment certificate reserves to mature, on  
      reconversions of paid-up certificates.                                               $     0

Paid-up certificates:
  Other additions represent:
    Conversions from installment certificates (charged to installment reserves
      less surrender charges)                                                              $ 2,037
    Transfers from accrual for additional credits to be allowed at next 
       anniversaries                                                                           122
                                                                                           $ 2,159
  Other deductions represent:
    Transfers credited to installment reserves on reconversions to installment
      certificates                                                                         $   316
    Transfers for accrual for additional credits and accrued interest thereon                  122
    Transfers to settlement options                                                          1,483
                                                                                           $ 1,921
<PAGE>
PAGE 65
                     Certificate Reserves
                      ($ in thousands)

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

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

  Other deductions represent:
    Conversions to paid-up certificates - credited to paid-up reserves                     $     5
    Transfers to advance payments as late payments are credited to
      certificates                                                                               1
                                                                                           $     6
Optional settlement certificates:
  Other additions represent:
    Transfers from installment certificate reserves (less surrender chargees),
      single-payment and Series D certificate reserves upon election of
      optional settlement privileges                                                       $ 6,484
    Transfers from paid-up certificate reserves                                              1,484
    Transfers from accruals for additional credits to be allowed at next
       anniversaries                                                                         2,045
                                                                                           $10,013
  Other deductions represent:
    Transfers to reserve for additional credits and accrued interest thereon               $ 2,055
    Transfers to optional settlement reserves                                                  464
                                                                                           $ 2,519
Single-Payment certificates:
   Other additions represent:
    Transfers from accruals for additional credits to be allowed at next 
       anniversaries                                                                       $   887
    Transfers from accruals on a quarterly basis on:
      Reserve Plus Single-Payment                                                              392
      Cash Reserve Single-Payment                                                                9
      Flexible Savings                                                                      41,884
      Flexible Savings-Emp                                                                     814
      Preferred Investors                                                                       73
      Investors                                                                             30,158
      Special Deposits                                                                       2,441
      Cash Reserve                                                                             175
      Cash Reserve-3mo                                                                       9,862
      Stock Market                                                                          16,955
      AEBI Stock Market                                                                        593
      R82-B                                                                                    136
      Cash Reserve-RP                                                                            4
      Cash Reserve-RP-3mo                                                                    8,138
      Flexible Savings-RP                                                                        0
      Flexible Savings-RP-3mo                                                                1,241
      Preferred Investors-RP                                                                   316
      Stock Market-RP                                                                        3,951

    Transfers from accruals at anniversaries maintained in a separate
      reserve account.                                                                       4,084
                                                                                          $122,113
<PAGE>
PAGE 66
                     Certificate Reserves
                      ($ in thousands)

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

Single-Payment certificates continued:
   Other deductions represent:
    Transfers to optional settlement reserves:
      Single-Payment                                                                       $ 1,975
      R Single-Payment                                                                          31
    Transfers to reserves for additional credits and accrued interest thereon                4,084
    Transfers to a separate reserve account from the accrual account                           887
    Transfers to reserves on a quarterly basis:
      Reserve Plus Single-Payment                                                              391
      Cash Reserve Single-Payment                                                                9
      Flexible Savings                                                                      41,884
      Flexible Savings-Emp                                                                     814
      Preferred Investors                                                                       72
      Investors                                                                             30,158
      Special Deposits                                                                       2,441
      Cash Reserve                                                                             175
      Cash Reserve-3mo                                                                       9,862
      Stock Market                                                                          16,955
      AEBI Stock Market                                                                        593
      R82-B                                                                                    136
      Cash Reserve-RP                                                                            4
      Cash Reserve-RP-3mo                                                                    1,242
      Flexible Saving-RP                                                                     8,139
      Flexible Savings-RP-Emp                                                                  316
      Preferred Investors-RP                                                                     0
      Stock Market-RP                                                                        3,951
    Transfers to Federal tax withholding                                                        46
                                                                                          $124,125

Due to unlocated certificate holders:
   Other additions represent:
    Amounts equivalent to payments due certificate holders who could
      not be located                                                                       $   158

   Other deductions represent:
    Payments to certificate holders credited to cash                                       $   244

<PAGE>
PAGE 67

Part 3 - Information Regarding Installment Certificates
Classified by Age Groupings
($ in thousands)

Year ended December 31, 1996
                                                                                                    Deductions from Reserves

                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                       Months    Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series      Paid        December 31,           December 31,          December 31,        Maturity       Other

                                    1995       1996       1995        1996        1995       1996

15, including extended 
maturities             73-84           1          0           5           0          1          0           0             1

Total                                  1          0           5           0          1          0           0             1

20, including extended 
maturities            157-168          1          0           6           0          4          0           0             0
                      169-180          0          1           0           6          0          4           0             0
                      181-192          0          0           0           0          0          0           0             0
                      193-204          0          0           0           0          0          0           0             0
                      205-216          2          1          27          20         23         17           0             0
                      217-228          0          1           0           8          0          7           0             0
                      229-240 (a)      0          0           0           0          0          0           0             0
                      241-252          0          0           0           0          0          0           0             0
                      253-264          0          0           0           0          0          0           0             0
                      265-276          1          0           9           0          6          0           0             0
                      277-288          0          1           0           9          0          6           0             0
                      289-300          1          0          18           0         10          0           0             0
                      301-312          3          1          47          14         36         11           0             0
                      313-324          5          3          52          47         47         39           0             9
                      325-336          3          4          47          46         41         40           0             0
                      337-348          7          4          78          53         72         48           0             5
                      349-360 (a)     10          5         123          53        127         52           0           109

Total                                 33         21         407         256        366        224           0           123

15A, including 
extended maturities    85-96           1          0          16           0          7          0           0             0
                       97-108          0          1           0          17          0          8           0             0
                      109-120          0          0           0           0          0          0           0             0
                      121-132          0          0           0           0          0          0           0             0
                      133-144          1          0           8           0          6          0           0             0
                      145-156          0          0           0           0          0          0           6             0
                      157-168          1          0          66           0         59          0           0             0
                      169-180 (a)      2          2          88         132         84        127           0             0
                      181-192          1          0           7           0          5          0           0             0
                      193-204          1          1          11           7          8          5           0             0
                      205-216          2          1          12          10          9          8           0             5
                      217-228          2          1          79           5         66          5           0             0
                      229-240          5          2          65          79         60         71           0             0
                      241-252         40          6         479          91        466         90           0           354

Total                                 56         14         831         341        770        314           6           359


<PAGE>
PAGE 68

Part 3 - Information Regarding Installment Certificates
Classified by Age Groupings
($ in thousands)

Year ended December 31, 1996
                                                                                                    Deductions from Reserves

                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                       Months    Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series      Paid        December 31,           December 31,          December 31,        Maturity       Other

                                    1995       1996       1995        1996        1995       1996

22A, including 
extended maturities    49-60           2          0          22           0          3          0           0             1
                       61-72           2          2          56          30         10          5           7             0
                       73-84           1          1          13          13          3          3          15             0
                       85-96           2          0          71           0         18          0           0             0
                       97-108          2          2          56          34         16         10           0             0
                      109-120          2          2          38          56         12         19           0             6
                      121-132          5          2         113          37         43         14           0             7
                      133-144          1          3          19          75          8         33           9             0
                      145-156          4          1          62          19         29          9          68            12
                      157-168          5          1         244          19        126          9           0            38
                      169-180         10          2         377          37        216         21          23            78
                      181-192         15          9         379         392        237        242           0            27
                      193-204         15         13         328         315        223        214           0            51
                      205-216         18         12         337         234        249        173          25            14
                      217-228         26         21         621         364        494        288          10            21
                      229-240        109         18       1,956         585      1,680        500         346           116
                      241-252        565        108       9,154       1,804      8,287      1,659         641           434
                      253-264 (a)    485        506       7,439       8,299      7,207      8,022           8         4,850
                      265-276        134        136       3,353       3,650      2,017      2,175          40           121
                      277-288        130        126       2,890       3,067      1,838      1,964          49           208
                      289-300        132        118       2,481       2,588      1,672      1,744          97            56
                      301-312        114        121       2,131       2,306      1,520      1,644          66            90
                      313-324        103         99       1,539       1,819      1,162      1,370          57            81
                      325-336         81         91       1,341       1,361      1,069      1,084          35            36
                      337-348         43         76         672       1,205        566      1,013          55             0
                      349-360         38         39         539         611        476        541          15            90
                      361-372          7         31          91         403         84        374           0            15
                      373-384          0          5           0          58          0         57           0             0

Total                              2,051      1,545      36,322      29,381     29,265     23,187       1,566         6,352


<PAGE>
PAGE 69

Part 3 - Information Regarding Installment Certificates
Classified by Age Groupings
($ in thousands)

Year ended December 31, 1996
                                                                                                    Deductions from Reserves

                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                       Months    Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series      Paid        December 31,           December 31,          December 31,        Maturity       Other

                                    1995       1996       1995        1996        1995       1996

I-76                   49-60           1          0          62           0          6          0           0             0
                       61-72           0          1           0          62          0          6           0             0
                       73-84           0          0           0           0          0          0           0             0
                       85-96           1          0          31           0          5          0           0             0
                       97-108          2          2          58          43         11          8           0             2
                      109-120          1          1          31          46          6         10           0             0
                      121-132          2          2          52          68         12         16           0             0
                      133-144          4          2          80          40         21         10           3             0
                      145-156          8          3         188          68         55         20           9             4
                      157-168         49          7       1,301         172        430         55           4             0
                      169-180        133         41       3,451       1,033      1,222        374         203            36
                      181-192        153        106       3,832       2,783      1,474      1,076         242            64
                      193-204        169        127       3,973       3,143      1,658      1,315         243            95
                      205-216        202        128       4,050       2,943      1,832      1,329         266            45
                      217-228        180        173       4,087       3,531      2,003      1,722         237            30
                      229-240         96        151       2,113       3,534      1,095      1,864         257            13
                      241-252          0         78           0       1,765          0        983          21             0

Total                              1,001        822      23,309      19,231      9,830      8,788       1,485           289

Reserve Plus Flexible 
Payment               133-144         68          0         702           0        280          0           0             0
                      145-156        220         60       1,993         642      1,164        239          96             0
                      157-168        178        169       1,705       1,499        892        869         484             0
                      169-180          0        143           0       1,334          0        627         395             4

Total                                466        372       4,400       3,475      2,336      1,735         975             4


IC-Q-Installment      109-120        151          0       1,648           0        580          0           0             0
                      121-132         87         21         939         193        283        109          58             2
                      133-144         64         72         628         759        335        259         113             0
                      145-156          0         49           0         484          0        263          92             0

Total                                302        142       3,215       1,436      1,198        631         263             2


<PAGE>
PAGE 70

Part 3 - Information Regarding Installment Certificates
Classified by Age Groupings
($ in thousands)

Year ended December 31, 1996
                                                                                                    Deductions from Reserves

                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                       Months    Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series      Paid        December 31,           December 31,          December 31,        Maturity       Other

                                    1995       1996       1995        1996        1995       1996

IC-Q-Ins               25-36           1          0           6           0          3          0           0             0
                       37-48       2,919          1      41,871           6     13,764          4           0             0
                       49-60       5,820      1,951      79,538      26,694     28,903     10,537       5,796             0
                       61-72       4,303      4,295      54,527      55,985     24,690     24,774       9,676             0
                       73-84       3,360      2,648      38,943      32,068     17,845     14,471      14,214             4
                       85-96       3,391      2,227      41,425      25,326     18,292     11,427       8,597             0
                       85-108      1,292      2,417      14,662      29,384      6,741     13,138       7,469             0
                      109-120        419        937       4,373      10,734      2,036      4,857       2,502             0
                      121-132          0         20           0         197          0         81         581            10

Total                             21,505     14,496     275,345     180,394    112,274     79,289      48,835            14


IC-Q-Ins Emp           25-36           1          0           6           0          2          0           0             0
                       37-48          21          0         655           0        115          0           2             0
                       49-60          36         12         396         174        156         59          84             0
                       61-72          22         25         198         258        109        118          70             0
                       73-84           9         12          75          96         35         59          68             0
                       85-96          16          5         251          45         56         11          30             0
                       97-108         12         13         184         227         78         46          21             0
                       109-120         0          6           0         114          0         45          39             0

Total                                117         73       1,765         914        551        338         314             0


IC-1                    1-12      19,035     13,607     357,345     253,057     21,298     14,547         650             0
                       13-24      16,818     15,443     315,789     276,635     44,618     41,395       3,862             0
                       25-36      14,059     14,526     249,976     267,364     57,967     60,291       6,188             0
                       37-48       7,598     11,601     129,973     200,810     39,138     62,621      26,337             0
                       49-60           0      6,311           0     105,723          0     40,800       6,302             0

Total                             57,510     61,488   1,053,083   1,103,589    163,021    219,654      43,339             0


IC-1 Emp                1-12         158         94       2,648       2,640        160        141          36             0
                       13-24         120        113       1,688       1,676        271        271          40             0
                       25-36          90        100       1,473       1,368        363        380          39             0
                       37-48          65         71       1,420       1,130        310        397         169             0
                       49-60           0         47           0         676          0        357          80             0

Total                                433        425       7,229       7,490      1,104      1,546         364             0


<PAGE>
PAGE 71

Part 3 - Information Regarding Installment Certificates
Classified by Age Groupings
($ in thousands)

Year ended December 31, 1996
                                                                                                    Deductions from Reserves

                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                       Months    Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series      Paid        December 31,           December 31,          December 31,        Maturity       Other

                                    1995       1996       1995        1996        1995       1996

R Flexible Payment    121-132         52          0         791           0        389          0           0             0
                      133-144         36         45         550         688        314        373          20             0
                      145-156        103         29       1,429         446        728        211          70             0
                      157-168        127         81       1,609       1,099      1,264        616         103             0
                      169-180          0         95           0       1,135          0        909         413             0

Total                                318        250       4,379       3,368      2,695      2,109         606             0


RP-Q-Installment      109-120         95          0       1,575           0        367          0           0             0
                      121-132         10         14         129         197         41         78          36             8
                      133-144          0          8           0         103          0         40           0             0

Total                                105         22       1,704         300        408        118          36             8


RP-Q-Ins               37-48          50          0       1,421           0        427          0           0             0
                       49-60         108         29       2,423         590        753        231         197             0
                       61-72         116         79       2,781       1,979        676        666         166             0
                       73-84         108         78       1,907       2,229        681        441         462             0
                       85-96         137         72       2,043       1,457        863        544         149             0
                       97-108         55        107         626       1,389        237        673         209             0
                      109-120         21         37         200         439         72        176          80             0
                      121-132          0          1           0          10          0          2          11             0

Total                                595        403      11,401       8,093      3,709      2,733       1,274             0


RP-Q-Ins Emp           37-48           3          0         150           0         10          0           0             0
                       49-60           1          3           6         150          3         10           0             0
                       61-72           0          1           0           6          0          4           0             0
                       73-84           1          0          20           0         10         12           0             0
                       85-96           0          1           0          20          0          0           0             0

Total                                  5          5         176         176         23         26           0             0


RP-1                    1-12         150         76       3,825       3,196        300        179           1             0
                       13-24         136        119       4,734       2,991        618        525         103             0
                       25-36         115        117       3,531       4,079      1,067        848          70             0
                       37-48          97         99       2,762       2,693        646      1,139         397             0
                       49-60           0         83           0       2,412          0        675         123             0

Total                                498        494      14,852      15,371      2,631      3,366         694             0


<PAGE>
PAGE 72

Part 3 - Information Regarding Installment Certificates
Classified by Age Groupings
($ in thousands)

Year ended December 31, 1996
                                                                                                    Deductions from Reserves

                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                       Months    Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series      Paid        December 31,           December 31,          December 31,        Maturity       Other

                                    1995       1996       1995        1996        1995       1996

RP-1-Emp                1-12           3          1         618         600          8          5           0             0
                       13-24           0          2           0          56          0          2           7             0
                       25-36           2          0         636           0          6          0           0             0
                       37-48           0          2           0         636          0          7           0             0

Total                                  5          5       1,254       1,292         14         14           7             0

Total All Series                  85,001     80,577   1,439,677   1,375,107    330,196    344,072      99,764         7,152

(a)  Includes accounts on which all payments necessary to mature have been made, but additional time must elapse before the 
certificate maturity year is completed.  Also includes accounts for which maturity election has been made, but no further
payments have been received.
<PAGE>
PAGE 73

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


Information as to (1) amounts periodically credited to each class of
security holders' accounts from installment payments and (2) such other
amounts periodically credited to accumulate the maturity amount of the
certificate (on a $1,000 face-amount certificate basis for the term of
the certificate), is filed in Part 4 of Schedule IX as part of Post-
effective Amendment No. 9 to Registration Statement No. 2-17681, Post
effective Amendment No. 1 to Registration Statement No. 2-23772 and
Post-effective Amendment No. 1 to Registration Statement No. 2-2258081
and is incorporated herein by reference.

</TABLE>
<PAGE>
        PAGE 74
        <TABLE>
        <CAPTION>
        IDS CERTIFICATE COMPANY                                           SCHEDULE VII
        Valuation and Qualifying Accounts
        Years ended December 31, 1996, 1995 and 1994
        ($ thousands)
        
                             Year ended December 31, 1996
                                                 Additions
               Reserves           Balance    Charged                          Balance
            deducted from           at       to costs           Deductions      at
              assets to          beginning     and                 from         end
           which they apply      of period   expenses   Other    reserves    of period
        <S>                      <C>         <C>        <C>     <C>          <C>
         Allowance for losses:
           Securities                $110       $605      $0           $0        $715
           Conventional first
             mortgage loans           611          0       0            0         611
           Other assets             2,468          0       0        2,468 (a)       0
        
                             Year ended December 31, 1995
                                                 Additions
               Reserves           Balance    Charged                          Balance
            deducted from           at       to costs           Deductions      at
              assets to          beginning     and                 from         end
           which they apply      of period   expenses   Other    reserves    of period
        
         Allowance for losses:
           Securities              $1,000         $0      $0         $890 (b)    $110
           Conventional first
             mortgage loans           611          0       0            0         611
           Other assets             2,368        100       0            0       2,468
        
                             Year ended December 31, 1994
                                                 Additions
               Reserves           Balance    Charged                          Balance
            deducted from           at       to costs           Deductions      at
              assets to          beginning     and                 from         end
           which they apply      of period   expenses   Other    reserves    of period
        
         Allowance for losses:
           Securities              $2,049         $0      $0       $1,049 (b)  $1,000
           Conventional first
             mortgage loans           961          0       0          350 (c)     611
           Other assets             2,018          0     350 (c)        0       2,368
        
         a)  Applicable to reversal on other asset sold.
         b)  Applicable to reversal on securities sold.
         c)  Transferred from mortgage loans on real estate to other assets.
        </TABLE>

<PAGE>
PAGE 1







Consent of Independent Auditors

We consent to the reference to our firm under the caption
"Auditors" and to the use of our report dated February 7, 1997 in
the Post-Effective Amendment Number 40 to Registration Statement
Number 2-55252 on Form S-1 and related prospectus of IDS
Certificate Company for the registration of its Series D-1
Investment Certificate.

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



Minneapolis, Minnesota
March 14, 1997




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