IDS CERTIFICATE CO /MN/, POS AM, 1997-01-21

IDS CERTIFICATE CO /MN/
POS AM, 1997-01-21

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PAGE 1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM S-1

POST-EFFECTIVE AMENDMENT NUMBER 18 TO

REGISTRATION STATEMENT NO. 2-95577

IDS FLEXIBLE SAVINGS CERTIFICATE

UNDER

THE SECURITIES ACT OF 1933

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

DELAWARE
(State or other jurisdiction of incorporation or organization)

6725
(Primary Standard Industrial Classification Code Number)

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

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

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

The Registrant has registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to Section
24f-2 of the Investment Company Act of 1940. Registrants' Rule
24f-2 Notices for its most recent fiscal year (December 31) will be
filed on or about February 28, 1997.

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PAGE 2
Explanatory Note

The first prospectus contained in Part I of the Registration
Statement will be used, with minor variations, in connection with
the following Registration Statements No. 2-68296, No. 2-76193, No.
33-3562, No. 333-9611 and No.33-22503. In each case, the first
several pages of the prospectuses vary to describe the unique
attributes of each certificate. The balance of the prospectus is
almost identical for all certificates.

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PAGE 3

IDS Flexible Savings Certificate
Prospectus
April 30, 1997

Earn competitive rates guaranteed by IDS Certificate Company for
the term you choose.

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

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."

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

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

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

An American Express company
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PAGE 4
Where to get information about IDSC

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

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

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

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

Initial interest rates

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

Here are the interest rates in effect on the date of this
prospectus, April 30, 1997:

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

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

**Assuming monthly compounding.

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

We reserve the right to issue other securities with different
terms.
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PAGE 5
Contents

Table of contents

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

How to invest and withdraw funds p
Buying your certificate p
Two ways to make investments p
Full and partial withdrawals p
When your certificate term ends p
Transfers to other accounts p
Two ways to request a withdrawal or transfer p
Three ways to receive payment when you withdraw funds p
Retirement plans: special policies p
Withdrawal at death p
Transfer of ownership p
For more information p

Taxes on your earnings
Retirement accounts p
Gifts to minors p
How to determine the correct TIN p
Foreign investors p
Trusts p

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

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

Appendix p

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PAGE 6
Annual financial information
Summary of selected financial information p
Management's discussion and analysis of financial
condition and results of operations p
Report of independent auditors p

Financial statements p

Notes to financial statements p
<PAGE>
PAGE 7
About the certificate

Investment amounts and terms

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

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

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

Face amount and principal

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

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

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

For example: Assume your initial investment (face amount) of $5,000
has earned $75 of interest during the term. You have not taken any
interest as cash, or made any withdrawals. You have invested an
additional $2,500 prior to the beginning of the next term. Your
principal for the next term will equal:

$5,000.00 Face Amount (initial investment)
plus $75.00 Interest credited to your account
minus ($0.00) Interest paid to you in cash
plus $2,500.00 Additional investment to your certificate
minus ($0.00) Withdrawals and applicable penalties or fees
$7,575.00 Principal at the beginning of the next term.<PAGE>
PAGE 8
Value at maturity

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

Receiving cash during the term

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

Interest

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

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

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

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

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

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

Rates for new purchases

When your application is accepted and we have received your initial
investment, we will send you a confirmation of your purchase
showing the rate that your investment will earn. IDSC guarantees
that when rates for new purchases take effect, the rates will be
within a range based on the average interest rates then published
in the BANK RATE MONITOR Top 25 Market AverageTM (the BRM Average).

In the case of the six-, 12-, 24- and 30-month terms IDSC
guarantees that, for purchases of certificates for less than
$100,000, your rate for your initial term will be 10 basis points
(.10%) below to 90 basis points (.90%) above such rates for
comparable length certificates of deposit (CDs). In the case of
these terms, for purchases of certificates for $100,000 or more,
IDSC guarantees that your rate for your initial term will be within
a range of 5-105 basis points above such rates for comparable
length certificates of deposit.
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PAGE 9
In the case of the 18-month term, because the BRM Average doesn't
typically publish rates for comparable length certificates of
deposit, IDSC guarantees that, for purchases of certificates for
less than $100,000, the rate for your initial term will be within a
range of 0-100 basis points above the rates for the 12-month
certificates of deposit. In the case of the 18-month term, for
purchases of certificates of $100,000 or more, IDSC guarantees that
your rate for your initial term will be within a range of 15-115
basis points above the rates for the 12-month certificates of
deposit.

In the case of the 36-month term, because the BRM Average doesn't
typically publish rates for comparable length certificates of
deposit, IDSC guarantees that, for purchases of certificates for
less than $100,000, the rate for your initial term will be within
0-100 basis points above the rates for the 30-month certificate of
deposit. In the case of the 36-month term, for purchases of
certificates of $100,000 or more, IDSC guarantees that your rate
for your initial term will be within 15-115 basis points above the
rates for the 30-month certificates of deposit. For example, if
the rate most recently published in the BRM Average with respect to
the 30-month certificate of deposit is 4.80% our rates in effect
for that week for 36-month terms would be between 4.80% and 5.80%
for purchases for less than $100,000.

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

From time to time, for your initial term, IDSC may offer
certificates with different terms than those described above. Such
terms may be from seven-47 months. For these terms, IDSC
guarantees that, for purchases of certificates for less than
$100,000, your rate for your initial term will be within a range of
50-150 basis points above the rates published in the BRM Average <PAGE>
PAGE 10
for the certificates of deposit specified above that have the
maturity that is closest to the term of the IDS certificate in
question. If two different BRM Averages have the closest
maturities, we will use the longest maturity that is shorter than
the term of the IDS certificate in question. For purchases of
certificates of $100,000 or more, the range for your initial term
will be 65-165 basis points above the same rate. For example, in
the case of a seven-month term, IDSC guarantees that, for purchases
of certificates less than $100,000, your rate for your initial term
will be within a range of 50-150 basis points above the rates for
the six-month certificates of deposit, and for purchases of
certificates for $100,000 or more, your rate for your initial term
will be within a range of 65-165 basis points above the rates for
the six-month certificates of deposit. Purchase of a certificate
in one of these special offers may result in a later term of less
than six months in order to permit your certificate to mature 20
years from its issue date. IDSC may limit the offering of these
certificates to persons with characteristics like those described
above for special promotional coupons or to circumstances like
those described under "Promotions and pricing flexibility."

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

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

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

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

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

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

Except for specific promotions, IDSC guarantees an initial rate 25
basis points above the rate offered to the general public on this
IDS certificate if it is purchased by using the CD transfer
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PAGE 11
service offered by American Express Financial Advisors Inc. to help
you transfer money from a bank or thrift CD account into IDSC
investments. To be eligible for this rate, you must transfer at
least $10,000 from a CD account to IDSC to purchase one or more IDS
Cash Reserve Certificates and/or IDS Flexible Saving Certificates,
and this rate will only apply to those certificates.

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

Promotions and pricing flexibility

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

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

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

Performance: From February 1991 through February 1996, IDS
Flexible Savings Certificate one year yields were generally higher
than average bank and thrift one year certificate of deposit yields
and Super NOW accounts, as measured by the BRM Average (prior to
Jan. 13, 1993, yields were measured by the BRM National IndexTM, an
average of CD yields in 10 cities).
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PAGE 12
Yields from February 1991 through February 1996

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

4% Two lines comparing the yields for one-year IDS Flexible
Savings Certificate against those of one-year
certificates of deposit with Flexible's yield generally
above the CD's
2%

91 92 93 94 95 96

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

Additional investments

You may make investments within 15 calendar days after the end of a
term (the grace period). Investments added to your certificate
during the grace period will increase the principal balance for
purposes of the 25% add-on feature described below and the 10%
withdrawal feature described under "Full and partial withdrawals."
Additional investments may be in any amount so long as your total
investment, less withdrawals, does not exceed $1 million (unless
you receive prior authorization from IDSC to invest more). You
will earn interest on additional investments from the date we
accept them. IDSC will send a confirmation of additional
investments.

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

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

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

The interest rate for these additional investments is the rate then
in effect for your account. If your additional investment
increases the principal of your certificate so that your
certificate's principal has exceeded a break point for a higher <PAGE>
PAGE 13
interest rate, the certificate will earn this higher interest rate
for the remainder of the term, from the date the additional
investment is accepted.

How to invest and withdraw funds

Buying your certificate

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

Purchase policies:

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

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

o If you purchase a certificate with a personal check or other
non-guaranteed funds, AEFC will wait one day for the process
of converting your check to federal funds (e.g., monies of
member banks within the Federal Reserve Bank) before your
purchase will be accepted and you begin earning interest.

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

A number of special policies apply to purchases, withdrawals and
exchanges within IRAs, 401(k) plans and other qualified retirement
plans. See "Retirement plans: special policies."
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PAGE 14

Two ways to make investments

1
By mail

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

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

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

2
By wire

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

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

Give these instructions: Credit Account #00-30-015 for personal
account # (your account number) for (your name).

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

o Minimum amount you may wire: $1,000

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

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

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

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

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

o You must pay any fee the bank charges for wiring.
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PAGE 15
Full and partial withdrawals

You may withdraw your certificate for its full value or make a
partial withdrawal of $100 or more at any time. If you purchase
this certificate for an IRA, 401(k) or other retirement plan
account, early withdrawals or cash payments of interest taken
prematurely may be subject to IRS penalty taxes.

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

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

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

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

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

o Scheduled partial withdrawals may be made monthly, quarterly,
semiannually, annually and at term end.

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

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

o first from interest credited during the current term

o then from the principal of your certificate.

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

Penalty exceptions: There is never a penalty for withdrawal of
interest. In addition, you may withdraw up to 10% of your
principal during the term without a withdrawal penalty. The
principal available for the 10% no-penalty withdrawal feature is
the balance in the certificate at the beginning of the term plus or
minus any deposits or withdrawals made during the grace period.
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PAGE 16
The following example demonstrates how this feature works:

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

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

The 2% penalty is also waived upon death of the certificate owner,
or if it is for an IRA and you have reached age 70-1/2. See
"Retirement plans: special policies" for additional penalty
policies.

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

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

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

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

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

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

Additionally, if you withdraw during a certificate month, you will
not earn interest for the month on the amount withdrawn.<PAGE>
PAGE 17
For more information on withdrawal charges, talk with your American
Express financial advisor or call the Client Service Organization
at the number on the back cover.

When your certificate term ends

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

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

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

You may also add to your investment within the 15 calendar days
following the end of your term. See "Additional investments" under
"About the certificate."

Other full and partial withdrawal policies:

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

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

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

Transfers to other accounts

You may transfer part or all of your certificate to any other IDS
certificate or into another new or existing American Express
Financial Advisors Inc. account that has the same ownership
(subject to any terms and conditions that may apply).
<PAGE>
PAGE 18
Two ways to request a withdrawal or transfer

1
By phone

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

o Maximum phone request: $50,000

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

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

o We will honor any telephone request believed to be authentic
and will use reasonable procedures to confirm that it is.
This includes asking identifying questions and tape recording
telephone calls. If reasonable procedures are not followed,
IDSC or AEFC will be liable for any loss resulting from
fraudulent requests.

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

2
By mail

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

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

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

Written requests are required for:

o Transactions over $50,000

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

o Transfers to another American Express Financial Advisors Inc.
account with different ownership (all current registered
owners must sign the request).
<PAGE>
PAGE 19
Three ways to receive payment when you withdraw funds

1
By regular or express mail

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

o Payable to name(s) you requested

o For express mail, you will pay a charge that will vary
depending on the courier you select. We will deduct the
courier charge from your remaining certificate balance,
provided that balance would not be less than $1,000. If the
balance would be less than $1,000, the charge is deducted from
the proceeds of the withdrawal.

2
By wire

o Minimum wire withdrawal: $1,000

o Request that money be wired to your bank

o Bank account must be in same ownership as IDSC account

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

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

3
By electronic transfer

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

o No charge

o Deposited electronically in your bank account

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

Retirement plans: special policies

o If the certificate is purchased for a 401(k) plan or other
qualified retirement plan account, the terms and conditions of
the certificate apply to the plan as the owner of this
certificate. However, the terms of the plan, as interpreted
by the plan trustee or administrator, will determine how a
participant's individual account under the plan is
administered. These terms may differ from the terms of the
certificate.
<PAGE>
PAGE 20
o If your certificate is held in a Custodial Retirement Plan (or
Keogh plan), special rules may apply at maturity. If no other
investment instructions are provided directing how to handle
your certificate at maturity, the full value of the
certificate will automatically transfer to a new or existing
cash management account according to rules outlined in the
Custodial Retirement Plan document.

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

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

o We will waive withdrawal penalties on withdrawals for IRA
certificate accounts for your Required Minimum Distributions
(RMDs). Any withdrawals you make from your certificate in
order to meet RMD requirements resulting from other
investments will be subject to a withdrawal penalty.

o If you withdraw all funds from your last account in an IRA at
American Express Trust Company, a $50 termination fee will
apply.

o The IRA termination fee will be waived if a withdrawal occurs
after you have reached 59 1/2 or upon the owner's death.

Withdrawal at death

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

Transfer of ownership

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

For more information

For information on purchases, withdrawals, exchanges, transfers of
ownership, proper instructions and other service questions
regarding your certificate, please consult your American Express
financial advisor or call the Client Service Organization at the
telephone numbers listed on the back cover.
<PAGE>
PAGE 21
Taxes on your earnings

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

Retirement accounts

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

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

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

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

Gifts to minors

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

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

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

o $50 penalty for each failure to supply your correct TIN
o a civil penalty of $500 if you make a false statement that
results in no backup withholding, and
<PAGE>
PAGE 22
o criminal penalties for falsifying information.

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

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

How to determine the correct TIN

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

Individual or joint account The individual or individuals
listed on the account

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

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

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

Sole proprietorship The owner

Partnership The partnership

Corporate The corporation

Association, club or The organization
tax-exempt organization

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

Foreign investors

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

Interest on the certificate is "portfolio interest" as defined in
U.S. Internal Revenue Code Section 871(h) if earned by a
nonresident alien. Even though your interest income is not taxed
by the U.S. government, it will be reported at year end to you <PAGE>
PAGE 23
and to the U.S. government on a Form 1042S, Foreign Person's U.S.
Source Income Subject to Withholding. The United States
participates in various tax treaties with foreign countries, which
provide for sharing of tax information.

Estate tax: If you are a nonresident alien and you die while
owning a certificate, then, depending on the circumstances, IDSC
generally will not act on instructions with regard to the
certificate unless IDSC first receives, at a minimum, a statement
from persons IDSC believes are knowledgeable about your estate.
The statement must be in a form satisfactory to IDSC and must tell
us that, on your date of death, your estate did not include any
property in the United States for U.S. estate tax purposes. In
other cases, we generally will not take action regarding your
certificate until we receive a transfer certificate from the IRS or
evidence satisfactory to IDSC that the estate is being administered
by an executor or administrator appointed, qualified and acting
within the United States. In general, a transfer certificate
requires the opening of an estate in the United States and provides
assurance that the IRS will not claim your certificate to satisfy
estate taxes.

Important: The information in this prospectus is a brief and
selective summary of certain federal tax rules that apply to this
certificate and is given on the basis of current law and practice.
Tax matters are highly individual and complex. Investors should
consult a qualified tax advisor regarding their own position.

Trusts

If the investor is a trust, the policies and procedures described
above will apply with regard to each grantor who is a nonresident
alien.

How your money is used and protected

Invested and guaranteed by IDSC

The IDS Flexible Savings Certificate is issued and guaranteed by
IDSC, a wholly owned subsidiary of AEFC. We are by far the largest
issuer of face amount certificates in the United States, with total
assets of more than $____ billion and a net worth in excess of
$____ 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.
<PAGE>
PAGE 24
For a review of significant events relating to our business, see
"Management's discussion and analysis of financial condition and
results of operations." Our certificates are not rated by a
national rating agency.

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

Regulated by government

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

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

Type of investment Net amount invested

Government agency bonds
Corporate and other bonds
Preferred stocks
Mortgages
Municipal bonds
Cash and cash equivalents

As of Dec. 31, 1996 more than __% of our investment portfolio
(including bonds, preferred stocks, mortgages and cash equivalents)
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, 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, <PAGE>
PAGE 25
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.

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

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

Lending securities -
We may lend some of our securities to broker-dealers and receive
cash equal to the market value of the securities as collateral. We
invest this cash in short-term securities. If the market value of
the securities goes up, the borrower pays us additional cash.
During the course of the loan, the borrower makes cash payments to
us equal to all interest, dividends and other distributions paid on
the loaned securities. We will try to vote these securities if a
major event affecting our investment is under consideration.
<PAGE>
PAGE 26

When-issued securities-
Some 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.

Financial 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. 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 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 <PAGE>
PAGE 27
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 __% of its investment
portfolio (including bonds, preferred stocks, mortgages and cash
equivalents) in bonds 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.

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
$___ 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 ___ offices and more than _____
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:
<PAGE>
PAGE 28
o travel related services (including American Express(TRADEMARK)
Card and Travelers Cheque operations through American Express
Travel Related Services Company, Inc. and its subsidiaries),
and

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

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) $__________
of installment certificates and $__________ 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:

Included assets Percentage of total book value

First $250 million 0.75%
Next 250 million 0.65
Next 250 million 0.55
Next 250 million 0.50
Any amount over 1 billion 0.45

Included assets are all assets of IDSC except mortgage loans, real
estate, and any other asset on which we pay an advisory or service
fee.
<PAGE>
PAGE 29
Advisory and services fee for the past three years:

Percentage of
Year Total fees included assets
1996 $__________ ____%
1995 $16,472,458 0.50
1994 $13,565,432 0.51

Estimated advisory and services fees for 1997 are $__________.

Other expenses payable by IDSC: The Investment Advisory and
Services Agreement provides that we will pay:

o costs incurred by us in connection with real estate and
mortgages,
o taxes,
o depository and custodian fees,
o brokerage commissions,
o fees and expenses for services not covered by other agreements
and provided to us at our request, or by requirement, by
attorneys, auditors, examiners and professional consultants
who are not officers or employees of AEFC,
o fees and expenses of our directors who are not officers or
employees of AEFC,
o provision for certificate reserves (interest accrued on
certificate owner accounts), and
o expenses of customer settlements not attributable to sales
function.

Distribution

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

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

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

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

Total distribution fees paid to American Express Financial Advisors
Inc. for all series of certificates amounted to $________ during
the year ended Dec. 31, 1996. We expect to pay American Express
Financial Advisors Inc. distribution fees amounting to $________
during 1997.

See Note 1 to Financial statements regarding deferral of
distribution fee expense.
<PAGE>
PAGE 30
American Express Financial Advisors Inc. pays commissions to its
financial advisors and pays other selling expenses in connection
with services to us. Our board of directors, including a majority
of directors who are not interested persons of American Express
Financial Advisors Inc. or IDSC, approved this distribution
agreement.

Employment of other American Express affiliates

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

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

Directors and officers

IDSC's directors, chairman, president and controller are elected
annually for a term of one year. The other executive officers are
appointed by the president.

We paid a total of $______ 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.

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 <PAGE>
PAGE 31
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, Com Rad Broadcasting Corp. Former director,
Sunstar Foods.

Stuart A. Sedlacek*
Born in 1957. Director since 1994.
President since 1994. Vice president - assured assets of AEFC
since 1994. Vice president and portfolio manager from 1988 to
1993. Executive vice president - assured assets of IDS Life
Insurance Company since 1994.

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

Executive officers

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

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

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

<PAGE>
PAGE 32

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.

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 owner 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 Company,
the parent company of AEFC and IDSC.

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

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

IDS Future Value Certificate - A single payment certificate that
guarantees interest in advance for four, five, six, seven, eight,
nine or 10-year maturity.<PAGE>
PAGE 33
IDS Installment Certificate - An installment payment certificate
that declares interest in advance for a three-month period and
offers bonuses in the third through sixth years for regular
investments.

IDS Preferred Investors Certificate - A single payment certificate
that combines a competative fixed rate of return with IDSC's
guaranteed principal for large investments of $250,000 to $5
million.

IDS Stock Market Certificate - A single payment certificate that
calculates all or part of your interest based on stock market
performance, as measured by a broad market index, with IDSC's
guarantee of return of principal.

<PAGE>
PAGE 34

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 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 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 35
(Back Cover)

Quick telephone reference

Client Service Organization/Transaction Line
Withdrawals, transfers, inquiries

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

TTY Service
For the hearing impaired
800-846-4293

American Express Easy Access Line

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

Account value, cash transaction information (automated response,
Touchtone (TRADEMARK) phones only)

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

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

Distributed by American Express Financial Advisors Inc.
<PAGE>
PAGE 36

IDS Cash Reserve Certificate
Prospectus
April 30, 1997

Earn attractive rates with ready access to your cash reserves

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

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

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

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

An American Express company
<PAGE>
PAGE 37
Where to get information about IDSC

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

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

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

Initial interest rates

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

Here are the interest rates in effect on the date of this
prospectus, April 30, 1997:

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

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

**Assuming monthly compounding.

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

We reserve the right to issue other securities with different
terms.
<PAGE>
PAGE 38
Contents

Table of contents

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

How to invest and withdraw funds p
Buying your certificate p
Additional investments p
Three ways to make investments p
Full and partial withdrawals p
When your certificate term ends p
Transfers to other accounts p
Two ways to request a withdrawal or transfer p
Three ways to receive payment when you withdraw funds p
Retirement plans: special policies p
Transfer of ownership p
For more information p

Taxes on your earnings
Retirement accounts p
Gifts to minors p
How to determine the correct TIN p
Foreign investors p
Trusts p

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

Appendix p

Annual financial information
Summary of selected financial information p
Management's discussion and analysis of financial
condition and results of operations p
Report of independent auditors p
<PAGE>
PAGE 39
Financial statements p

Notes to financial statements p
<PAGE>
PAGE 40
About the certificate

Investment amounts and terms

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

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

Face amount and principal

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

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

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

For example: Assume your initial investment (face amount) of
$5,000 has earned $75 of interest during the term. You have not
taken any interest as cash, or made any withdrawals. You have
invested an additional $2,500 at the beginning of the next term.
Your principal for the next term will equal:

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

Value at maturity

Your certificate matures 20 years from its issue date. At
maturity, the value of your certificate will be the total of your
actual investment, plus credited interest not paid to you in cash,
less withdrawals, penalties and fees. When your certificate
matures, you will receive a distribution for your principal, plus <PAGE>
PAGE 41
any credited interest, less any withdrawals, penalties and fees.
Bank authorizations will automatically be stopped at maturity or
full withdrawal.

Receiving cash during the term

Interest

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

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

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

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

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

Rates for new purchases

When your application is accepted, and we have received your
initial investment, we will send you a confirmation showing the
rate that your investment will earn for the first term. For
accounts of $1,000 to $24,999.99 IDSC guarantees that this rate
will be within a range from 20 basis points (0.20%) below to 80
basis points (0.80%) above the average interest rate published for
3-month CDs in the BANK RATE MONITOR Top 25 Market AverageTM (the
BRM Average). For example, if the average rate most recently
published is 4.00%, our rate in effect for that week for amounts of
$1,000 to $24,999.99 would be between 3.80% to 4.80%. For accounts
of $25,000 or more, this rate will be within a range from 0 basis
points (0.0%) below to 100 basis points (1.00%) above the same
index rate. For accounts of less than $1,000, this rate will be
within a range of 90 basis points (0.90%) below to 10 basis points
(0.10%) above this average interest rate.

The BANK RATE MONITOR is a weekly magazine published in North Palm
Beach, FL 33408 by Advertising News Service Inc., an independent
national news organization that collects and disseminates
information about bank products and interest rates. Advertising
News Service Inc. has no connection with IDSC, American Express
Financial Corporation (AEFC), or any of their affiliates.
<PAGE>
PAGE 42
The BRM Average is an index of rates and annual effective yields
offered on various length certificates of deposit by large banks
and thrifts in 25 metropolitan areas. The frequency of compounding
varies among the banks and thrifts. Certificates of deposit in the
BRM Average are government insured fixed-rate time deposits.

The BANK RATE MONITOR may be available in your local library. To
obtain information on the current BRM Average rates, call the
Client Service Organization at the telephone numbers listed on the
back cover between 8 a.m. and 6 p.m. your local time.

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

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

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

o the rate in effect on the date your application is
accepted by IDSC, or
o the rate in effect seven days prior to receipt.

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

Promotions and pricing flexibility: From time to time, IDSC may
sponsor or participate in promotions involving one or more of the
certificates and their respective terms. For example, we may offer
different rates to new clients, to existing clients, or to
individuals who purchase or use other products or services offered
by American Express Financial Advisors Inc. or its affiliates.
Rates also may vary depending on the amount you invest, your
geographic location and whether the certificate is purchased for an
IRA or qualified retirement plan account.

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

Rates for future terms: Interest on your certificate for future
three-month terms may be greater or less than the rates you receive
during the first three months. In setting future rates, a primary
consideration will be the prevailing investment climate, including
three-month CD rates as reflected in the BRM Average.
<PAGE>
PAGE 43
Nevertheless, we have complete discretion as to what interest shall
be declared beyond the initial three-month term. If the BRM
Average is no longer publicly available or feasible to use, IDSC
may use another similar index as a guide for setting rates.

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

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

4% Three lines comparing the yields for IDS Cash Reserve
Certificate versus money market deposit accounts and
2% three-month certificates of deposit, with IDS Cash
Reserve's line generally above the other two.

91 92 93 94 95 96

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

How to invest and withdraw funds

Buying your certificate

Additional investments

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

Important: When opening an account, you must provide IDSC with
your correct Taxpayer Identification Number (Social Security or
Employer Identification Number). See "Taxes on your earnings."
<PAGE>
PAGE 44

Purchase policies:

o If you purchase a certificate with a personal check or other
non-guaranteed funds, AEFC will wait one day for the process
of converting your check to federal funds (e.g., monies of
member banks with the Federal Reserve Bank) before your
purchase will be accepted and you begin earning interest.

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

o You must maintain a balance of at least $1,000 in your Cash
Reserve Certificate account unless you are using an authorized
systematic pay-in or payout arrangement. If you use a
scheduled pay-in arrangement, your minimum balance requirement
is $50.

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

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

Three ways to make investments
1
By scheduled investment plan

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

o bank authorization (automatic deduction from your bank
account)
o automatic payroll deduction
o direct deposit of social security check
o other plan approved by IDSC
o monthly minimum investment must be $50
<PAGE>
PAGE 45
To cancel a bank authorization, you must instruct IDSC in writing
or over the phone. We must receive notice at least three business
days before the date funds would normally be withdrawn from your
bank account.

2
By mail

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

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

3
By wire

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

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

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

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

o Minimum amounts each wire investment: $1,000

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

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

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

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

o You must pay any fee the bank charges for wiring.
<PAGE>
PAGE 46
Full and partial withdrawals

You may withdraw your certificate for its full value or make a
partial withdrawal of $100 or more at any time. If you purchase
this certificate for an IRA, 401(k), or other retirement plan
account, early withdrawals or cash payments of interest taken
prematurely may be subject to IRS penalty taxes.

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

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

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

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

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

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

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

When your certificate term ends

Shortly before the end of your certificate's term we will send you
a notice indicating the interest rate that will apply to the new
term. Unless you tell us otherwise, your certificate will
automatically continue for another term. The interest rate that
will apply to your new term will be the rate in effect on the day
the new term begins. This rate of interest will not be changed
during that term unless your certificate's principal falls below a
break point for a lower interest rate.
<PAGE>
PAGE 47
Other full and partial withdrawal policies:

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

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

Transfers to other accounts

Two ways to request a withdrawal or transfer

1
By phone

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

o Maximum phone request: $50,000

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

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

You may request that telephone withdrawals not be authorized from
your account by writing the Client Service Organization.
<PAGE>
PAGE 48
2
By mail

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

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

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

Written requests are required for:

o Transactions over $50,000

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

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

Three ways to receive payment when you withdraw funds

1
By regular or express mail

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

o Payable to name(s) you requested

2
By wire

o Minimum wire withdrawal: $1,000

o Request that money be wired to your bank

o Bank account must be in same ownership as IDSC account
<PAGE>
PAGE 49
o Pre-authorization required. Complete the bank wire
authorization section in the application or use a form
supplied by your American Express financial advisor. All
registered owners must sign.

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

3
By electronic transfer

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

o No charge

o Deposited electronically in your bank account

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

Retirement plans: special policies

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

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

o If you withdraw all funds from your last account in an IRA at
American Express Trust Company, a $50 termination fee will
apply.

o The IRA termination fee will be waived if a withdrawal occurs
after you have reached age 59 1/2 or upon the owner's death.
<PAGE>
PAGE 50
Transfer of ownership

For more information

Taxes on your earnings

Retirement accounts

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

Gifts to minors

The certificate may be given to a minor under either the Uniform
Gifts or Uniform Transfers to Minors Act (UGMA/UTMA), whichever
applies in your state. UGMAs/UTMAs are irrevocable. Generally,
under federal tax laws, income over $1,200 on property owned by <PAGE>
PAGE 51
children under age 14 will be taxed at the parents' marginal tax
rate, while income on property owned by children 14 or older will
be taxed at the child's rate.

o $50 penalty for each failure to supply your correct TIN
o a civil penalty of $500 if you make a false statement that
results in no backup withholding, and
o criminal penalties for falsifying information.

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

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

How to determine the correct TIN

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

Individual or joint account The individual or individuals
listed on the account

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

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

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

Sole proprietorship The owner

Partnership The partnership

Corporate The corporation

Association, club or The organization
tax-exempt organization
<PAGE>
PAGE 52
For details on TIN requirements, ask your financial advisor or
local American Express Financial Advisors Inc. office for Federal
Form W-9, Request for Taxpayer Identification Number and
Certification.

Foreign investors

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

Trusts

If the investor is a trust, the policies and procedures described
above will apply with regard to each grantor who is a nonresident
alien.
<PAGE>
PAGE 53
How your money is used and protected

Invested and guaranteed by IDSC

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

Regulated by government

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

Backed by our investments

Our investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1996:
<PAGE>
PAGE 54
Type of investment Net amount invested

Government agency bonds
Corporate and other bonds
Preferred stocks
Mortgages
Municipal bonds
Cash and cash equivalents

As of Dec. 31, 1996, more than __% of our investment portfolio
(including bonds, preferred stocks, mortgages and cash equivalents)
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, 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

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.

Borrowing money -
From time to time we have established a line of credit if
management believed borrowing was necessary or desirable. While a
line of credit does not currently exist, it may be established <PAGE>
PAGE 55
again in the future. We may pledge some of our assets as security.
We may occasionally use repurchase agreements as a way to borrow
money. Under these agreements, we sell debt securities to our
lender, and repurchase them at the sales price plus an agreed-upon
interest rate within a specified period of time.

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

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 __% of its investment
portfolio (including bonds, preferred stocks, mortgages and cash
equivalents) in bonds 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.

How your money is managed

Relationship between IDSC and American Express Financial
Corporation

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
$___ 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.

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).

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) $__________
of installment certificates and $__________ 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.
<PAGE>
PAGE 58
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:

Included assets Percentage of total book value

First $250 million 0.75%
Next 250 million 0.65
Next 250 million 0.55
Next 250 million 0.50
Any amount over 1 billion 0.45

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

Advisory and services fee for the past three years:

Percentage of
Year Total fees included assets

1996 $__________ ____%
1995 $16,472,458 0.50
1994 $13,565,432 0.51

Estimated advisory and services fees for 1997 are $__________.

Other expenses payable by IDSC: The Investment Advisory and
Services Agreement provides that we will pay:

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

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

Total distribution fees paid to American Express Financial Advisors
Inc. for all series of certificates amounted to $__________ during
the year ended Dec. 31, 1996. We expect to pay American Express
Financial Advisors Inc. distribution fees amounting to $39,384,000
during 1996.

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

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

Employment of other American Express affiliates

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

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 $______ during 1996 to directors not employed by
AEFC.
<PAGE>
PAGE 60
Board of directors

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

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

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.

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, Com Rad Broadcasting Corp. Former director,
Sunstar Foods.
<PAGE>
PAGE 61
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
1993. Executive vice president - assured assets of IDS Life
Insurance Company since 1994.

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

Executive officers

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

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.

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.

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

The Issuer 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 62
Auditors

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

IDS Future Value Certificate - A single payment certificate that
guarantees interest in advance for four, five, six, seven, eight,
nine or 10-year maturity.

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

IDS Preferred Investors Certificate - A single payment certificate
that combines a competitive fixed rate of return with IDSCs
guaranteed principal for large investments of $250,000 to $5
million.

Appendix

Description of corporate bond ratings

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.

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 transaction information (automated response,
TouchtoneR phones only)

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

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

Distributed by American Express Financial Advisors Inc.
<PAGE>
PAGE 65

IDS Installment Certificate
Prospectus
April 30, 1997

Earn attractive rates while you build your savings.

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

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

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

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

An American Express company
<PAGE>
PAGE 66
Where to get information about IDSC

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

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

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

Initial interest rates

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

Here are the interest rates in effect on the date of this
prospectus, April 30, 1997:

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

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

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

Table of contents

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

How to invest and withdraw funds p
Buying your certificate p
Two ways to make monthly investments p
Full and partial withdrawals p
Transfers to other accounts p
Two ways to request a withdrawal or transfer p
Three ways to receive payment when you withdraw funds p
Retirement plans: special policies p
Withdrawal at death p
Transfer of ownership p
For more information p

Taxes on your earnings
Retirement accounts p
Gifts to minors p
How to determine the correct TIN p
Foreign investors p
Trusts p

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

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

Appendix p
<PAGE>
PAGE 68
Financial statements p

Notes to financial statements p
<PAGE>
PAGE 69
About the certificate

Investment amounts

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

Face amount and principal

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

Value at maturity

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

Receiving cash during the term

Interest

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

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

<PAGE>
PAGE 70
o adding these daily amounts to get a monthly total, and

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

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

Rates for new purchases

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

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

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

o the rate in effect on the date of your application, or

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

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

o the rate in effect seven days prior to receipt.

Active or retired American Express employees, IDSC directors,
American Express financial advisors, their immediate families and <PAGE>
PAGE 71
any U.S. employee of any affiliated company of IDSC are guaranteed
an initial rate 75 basis points above the rate offered to the
general public, reflecting the lower distribution costs associated
with such sales.

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

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

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

Performance: From February 1991 through February 1996, IDS
Installment certificate yields were generally higher than average
bank money market deposit accounts and Super Now accounts, as
measured by the BRM Average (prior to Jan. 13, 1993, yields were
measured by the BRM National IndexTM, an average of CD yields in 10
cities).

Yields from February 1991 through February 1996

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

4% Three lines comparing the yields for IDS Installment
Certificate against those of money market and Super Now
Accounts with Installment's yield generally above the other
two lines.
2%
91 92 93 94 95 96
<PAGE>
PAGE 72
The graph compares past yields and should not be considered a
prediction of future performance. The Installment Certificate's
yields reflect its former policy, in effect through April 1992, of
compounding interest rates each calendar quarter. Monthly
compounding is reflected from February 1991 through February 1996.

Bonus payments

If you meet our requirements for your investments, IDSC will pay
you a monthly bonus for a period of time. Your bonus will be a
percentage of your weighted average monthly investment (WAMI).
This percentage may increase from time to time if you continue to
meet our requirements, including maintaining a minimum balance.
These requirements are set out in the table below. All the periods
of 12 months mentioned in the table must begin and end on the date
we issue your certificate or an annual anniversary of that date.

To be eligible for this bonus You must meet these
for 12 months: requirements:

5% annualized bonus payment on During a 12-month period, you
your WAMI must make payments totaling at
least a $600 investment in the
certificate, not including
interest. In a subsequent 12-
month period, you must make
payments totaling at least
another $600 investment in the
certificate, not including
interest. At the end of the
second 12-month period, you must
have a balance of at least $1,200
in the certificate, not including
interest. The two 12-month
periods need not be consecutive,
nor does the first need to be the
year beginning with your first
investment.

8% annualized bonus payment on During a 12-month period
your WAMI subsequent to your qualification
for the 5% annualized bonus
payment, you must make payments
totaling at least a $600
investment in the certificate,
not including interest. At the
end of this 12-month period, you
must have a balance of at least
$1,800 in the certificate, not
including interest. This bonus
may be earned in any certificate
year from your third certificate
year through your ninth
certificate year.
<PAGE>
PAGE 73
10% annualized bonus payment on During a 12-month period
your WAMI subsequent to your qualification
for the 8% annualized bonus
payment, you must make payments
totaling at least a $600
investment in the certificate,
not including interest. At the
end of this 12-month period, you
must have a balance of at least
$2,400 in the certificate, not
including interest. This bonus
may be earned in any certificate
year from your fourth certificate
year through your ninth
certificate year.

20% annualized bonus payment on During a 12-month period
your WAMI subsequent to your qualification
for the 10% annualized bonus
payment, you must make payments
totaling at least $600 investment
in the certificate, not including
interest. At the end of this 12-
month period, you must have a
balance of at least $3,000 in the
certificate, not including
interest. This bonus may be
earned in any certificate year
from your fifth certificate year
through your ninth certificate
year.

The rate in the remaining years following attainment of the 20%
bonus is comparable to a fixed rate investment. It may be obtained
as soon as your seventh certificate year or as late as your tenth
certificate year.

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

The illustrations below show the cumulative effect of bonus
payments on a hypothetical investment. Suppose you invest $100 per
month, receive interest at a constant rate of 2.96% (an effective
annual yield of 3.00%, assuming a Jan. 1 purchase) and make no
additional lump-sum investments and no withdrawals. (The rate and
yield are for illustration only and may not be in effect when you
purchase your certificate.) Your interest, balance and average
annual yield would increase as follows:
<PAGE>
PAGE 74
Installment Certificate Example

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

$6,000

$4,000

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

Without bonus Added by bonus Total with bonus

Cumulative Cumulative Balance Cumulative Cumulative Balance Average
investments interest on bonus interest annual
investment on bonus yield*
<S> <C> <C> <C> <C> <C> <C> <C>
1st year end $1,200.00 $ 19.42 $1,219.42 $ 0.00 $ 0.00 $1,219.42 3.00%
2nd year end 2,400.00 75.42 2,475.42 0.00 0.00 2,475.42 3.00
3rd year end 3,600.00 169.11 3,769.11 60.00 0.97 3,830.08 4.06
4th year end 4,800.00 301.62 5,101.62 156.00 4.35 5,261.97 4.54
5th year end 6,000.00 474.11 6,474.11 276.00 11.10 6,761.21 4.72
6th year end 7,200.00 687.78 7,887.78 516.00 23.60 8,427.38 5.18
</TABLE>
* Average from date of issue to end of year indicated.

Important: The increase in yield that you receive from bonus
payments may be more or less than in the example, depending upon
interest rates during the years following issue of your
certificate. If actual interest rates are higher than in the
example, the effect of the bonus will be less. For example, at a
7.00% interest rate, bonus payments would raise the certificate's
average annual yield from issue through year six by 2.06%, compared
to 2.18% (5.18 - 3.00) in the example. If actual interest rates
are lower than in the example, the increase in the average annual
yield would be somewhat more than 2.18%.

Calculating your bonus

To determine your bonus we:

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

o then calculate your monthly bonus as a specified
percentage of your weighted average monthly investment.
<PAGE>
PAGE 75
Here is an example to illustrate the two calculations: Suppose you
make 24 consecutive monthly investments - $100 per month for the
first six months and $150 per month thereafter (a total of $3300).

Calculating your bonus

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

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

Month Investment x Months held = Weighted value

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

SUM $3,300 300 $38,550
Total amount invested over 24 months

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

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

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

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

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

Effect of partial withdrawals: If you withdraw part of your
principal, you will not receive credit toward a bonus for the
sum(s) you withdraw or at all, since you would forfeit the bonus
for the year if the value drops below the required amount at the
required time. In effect, you reduce the size of the bonus you
<PAGE>
PAGE 76
are eligible to receive. This is because removing principal will
reduce the weighted value of your investment. The weighted value
will decrease in proportion to the amount of principal you
withdraw. Using the example above, if you withdrew $1,000 of the
principal before the end of the 24th month, your total investment
would decrease by 30.3% ($1,000/3,300=.303); therefore the
reduction factor you will use to figure out the amount of your
reduced bonus is .303.

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

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

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

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

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

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

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

Withdrawals may also affect your eligibility for bonus payments.
To remain eligible your balance at the end of a relevant 12 month
period must be at least equal to the amount set out in the table
under "Bonus payments" above. You will become ineligible if
withdrawals reduce your balance below this level.

Other eligibility policies: If you have not made the required
minimum investments specified earlier, you may not receive bonus
payments in the year bonuses would otherwise be paid. But you may
become eligible during the next bonus period by making the required
investments in the next year. For example, assume that you make
the required investments for the first 24 months and receive bonus
payments in the third year. But during the third year, you make
only three monthly investments. In that case, you would not
receive the bonus payments that would normally be made in the
fourth year. However, if you make all your regular monthly
investments in the fourth year, and your account principal balance
reaches the required equivalent of 48 investments of $50 per month
($2,400 at the end of the fourth year), then you would qualify for
bonus payments in year five, based on the new weighted average
monthly investment.
<PAGE>
PAGE 77

Interest rate from years seven through 10: This may be as soon as
year seven or as late as year ten. A rate will be declared during
the next month in which you receive a bonus payment and will be
guaranteed by IDSC for a three-month period starting in the next
month. Thereafter, the rate will be declared every three months
and guaranteed by IDSC for three-month periods.

How to invest and withdraw funds

Buying your certificate

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

Purchase policies:

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

o If you make no investments for a period of at least six
consecutive months and your principal is less than $500, we
may send you a notice of our intent to cancel the certificate.
After the notice, if an investment is not made within 60 days,
your certificate will be canceled, and we will send you a
check for its full value.
<PAGE>
PAGE 78
A number of special policies apply to purchases, withdrawals and
exchanges within IRAs, 401(k) plans and other qualified retirement
plans. See "Retirement plans: special policies."

Two ways to make monthly investments

1
By scheduled investment plan

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

o bank authorization (automatic deduction from your bank
account)

o automatic payroll deduction

o direct deposit of Social Security check

o other plan approved by IDSC

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

2
By mail

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

Full and partial withdrawals

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

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

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

o You may not make a partial withdrawal if it would reduce
your certificate balance to less than $250. If you
request such a withdrawal, we will contact you for
revised instructions.
<PAGE>
PAGE 79
o As noted earlier, withdrawals during the first six years
will affect the amount of your bonus payments and may
make you ineligible for a bonus. See "Bonus payments."

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

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

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

o then from the principal of your certificate.

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

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

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

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

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

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

The total transaction would be:

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

Loss of Interest: If you make a withdrawal at any time other than
the last day of the certificate month, you will lose interest
accrued on the withdrawal amount since the end of the last
certificate month.
<PAGE>
PAGE 80
Other full and partial withdrawal policies:

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

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

Transfers to other accounts

Two ways to request a withdrawal or transfer

1
By phone

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

o Maximum phone request: $50,000

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

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

You may request that telephone withdrawals not be authorized from
your account by writing the Client Service Organization.
<PAGE>
PAGE 81
2
By mail

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

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

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

Written requests are required for:

o Transactions over $50,000

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

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

Three ways to receive payment when you withdraw funds

1
By regular or express mail

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

o Payable to name(s) you requested

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

2
By wire

o Minimum wire withdrawal: $1,000

o Request that money be wired to your bank.

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

o Pre-authorization required. Complete the bank wire
authorization section in the application or use a form
supplied by your American Express financial advisor. All
registered owners must sign.<PAGE>
PAGE 82
o A service fee, if any, may be deducted from your balance (for
partial withdrawals) or from the proceeds of a full
withdrawal.

3
By electronic transfer

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

o No charge

o Deposited electronically in your bank account

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

Retirement plans: special policies

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

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

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

o If you withdraw all funds from your last account in an IRA at
American Express Trust Company, a $50 termination fee will
apply.

o The IRA termination fee will be waived if a withdrawal occurs
after you have reached 59 1/2 or upon the owner's death.
<PAGE>
PAGE 83
Withdrawal at death

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

Transfer of ownership

For more information

Taxes on your earnings

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

Retirement accounts

Consult your tax advisor to see how these rules apply to you before
you request a distribution from your plan or IRA.
<PAGE>
PAGE 84
Gifts to minors

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

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

How to determine the correct TIN

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

Individual or joint account The individual or individuals
listed on the account

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

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

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

Sole proprietorship The owner

Partnership The partnership

Corporate The corporation<PAGE>
PAGE 85
Association, club or The organization
tax-exempt organization

Foreign investors

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

Trusts

If the investor is a trust, the policies and procedures described
above will apply with regard to each grantor who is a nonresident
alien.
<PAGE>
PAGE 86
How your money is used and protected

Invested and guaranteed by IDSC

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

Regulated by government

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

Our investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1996:

Type of investment Net amount invested

Government agency bonds
Corporate and other bonds
Preferred stocks
Mortgages
Municipal bonds
Cash and cash equivalents

Most of our investments are on deposit with American Express 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

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.

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.<PAGE>
PAGE 88
Borrowing money -
From time to time we have established a line of credit if
management believed borrowing was necessary or desirable. While a
line of credit does not currently exist, it may be established
again in the future. We may pledge some of our assets as security.
We may occasionally use repurchase agreements as a way to borrow
money. Under these agreements, we sell debt securities to our
lender, and repurchase them at the sales price plus an agreed-upon
interest rate within a specified period of time.

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

Illiquid securities -
A security is illiquid if it cannot be sold in the normal course of
business within seven days at approximately its current market
value. Some investments cannot be resold to the U.S. public
because of their terms or government regulations. All securities,
however can be sold in private sales, and many may be sold to other
institutions and qualified buyers or on foreign markets. IDSC's
investment advisor will follow guidelines established by the board
and consider relevant factors such as the nature of the security
and the number of likely buyers when determining whether a security
is illiquid. No more than 15% of IDSC's investment portfolio will
be held in securities that are illiquid. In valuing its investment
portfolio to determine this 15% limit, IDSC will use statutory
accounting under an SEC order. This means that, for this purpose, <PAGE>
PAGE 89
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 __% of its investment
portfolio (including bonds, preferred stocks, mortgages and cash
equivalents) in bonds 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.

How your money is managed

Relationship between IDSC and American Express Financial
Corporation

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
$___ 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.

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).

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) $__________
of installment certificates and $__________ of single payment
certificates.
<PAGE>
PAGE 91
Investment management and services

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

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

For its services, we pay AEFC a monthly fee, equal on an annual
basis to a percentage of the total book value of certain assets
(included assets).

Advisory and services fee computation:

Included assets Percentage of total book value

First $250 million 0.75%
Next 250 million 0.65
Next 250 million 0.55
Next 250 million 0.50
Any amount over 1 billion 0.45

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

Advisory and services fee for the past three years:

Percentage of
Year Total fees included assets
1996 $ %
1995 $16,472,458 0.50
1994 $13,565,432 0.51

Estimated advisory and services fees for 1997 are $__________.

Other expenses payable by IDSC: The Investment Advisory and
Services Agreement provides that we will pay:

o costs incurred by us in connection with real estate and
mortgages,
o taxes,
o depository and custodian fees,
o brokerage commissions,
o fees and expenses for services not covered by other agreements
and provided to us at our request, or by requirement, by
attorneys, auditors, examiners and professional consultants
who are not officers or employees of AEFC,<PAGE>
PAGE 92
o fees and expenses of our directors who are not officers or
employees of AEFC,
o provision for certificate reserves (interest accrued on
certificate owner accounts), and
o expenses of customer settlements not attributable to sales
function.

Distribution

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

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

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

This fee is not assessed to your certificate account.

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

Employment of other American Express affiliates

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

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.<PAGE>
PAGE 93

We paid a total of $______ 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.

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.

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.

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, Com Rad Broadcasting Corp. Former director,
Sunstar Foods.<PAGE>
PAGE 94
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
1993. Executive vice president - assured assets of IDS Life
Insurance Company since 1994.

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

Executive officers

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

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.

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.

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

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

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

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

IDS Future Value Certificate - A single payment certificate that
guarantees interest in advance for four, five, six, seven, eight,
nine or 10-year maturity.

IDS Preferred Investors Certificate - A single payment certificate
that combines a competitive fixed rate of return with IDSCs
guaranteed principal for large investments of $250,000 to %$5
million.