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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: IDS Certificate Company
IDS Tower 10
Minneapolis, MN 55440-0010
___________________________________________________________________
2. Name of each series or class of funds for which this notice is
filed:
Series Class(es) of Securities
IDS Stock Market Certificate - AEFA Version
American Express Stock Market Certificate - AEBI Version
IDS Stock Market Certificate - AEFD Version
___________________________________________________________________
3. Investment Company Act File Number:
Securities Act File Number: 33-22503
___________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
___________________________________________________________________
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
__________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-2
(a)(1), if applicable (see instruction A.6):
Not Applicable
___________________________________________________________________
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
None
___________________________________________________________________
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2: None
___________________________________________________________________
9. Number and aggregate sale price of securities sold during the
fiscal year: 144,883,563 $144,883,563
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10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2: 144,883,563 $144,883,563
___________________________________________________________________
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7): None
___________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in reliance
on rule 24f-2 (from Item 10): $144,883,563
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 0
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 57,381,277
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to
rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): 87,502,286
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation
(see Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 26,515.85
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days after the close
of the issuer's fiscal year. See Instruction C.3.
__________________________________________________________________
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a):
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: February 27, 1997
___________________________________________________________________
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SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By ____________________________
Bruce A. Kohn
Vice President and General Counsel
Date: February 27, 1997
EXHIBIT INDEX
(b)(10) OPINION OF COUNSEL
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February 27, 1997
IDS Certificate Company
IDS Tower 10
Minneapolis, MN 55440-0010
Ladies and Gentlemen:
Reference is made to your Registration Statement, No. 33-22503,
Form S-1 under the Securities Act of 1933, registering an
indefinite number of face-amount certificates pursuant to Rule 24f-
2 under the Securities Act of 1933.
I am of the opinion, based upon such examination of matters of fact
and law as I have deemed necessary, that:
(a) IDS Certificate Company is validly organized and existing in
good standing under Delaware law with power to issue and sell
the face-amount certificates registered.
(b) The certificates registered were legal, valid, non-assessable
instruments, enforceable in accordance with their terms when
sold in accordance with applicable federal and state
securities laws.
I hereby consent that the foregoing opinion may be used in
connection with the Rule 24f-2 Notice.
Very truly yours,
Bruce A. Kohn
Vice President and General Counsel
(612) 671-2221
BAK/rjf
