IDS CERTIFICATE CO /MN/, POS AM, 1997-04-18

IDS CERTIFICATE CO /MN/
POS AM, 1997-04-18

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM S-1
AMERICAN EXPRESS INVESTORS CERTIFICATE

POST-EFFECTIVE AMENDMENT NO. 14 TO
REGISTRATION STATEMENT NO. 33-26844
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, (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 of certificates
under the Securities Act of 1933 pursuant to Section 24-f of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for
its most recent fiscal year (December 31) was filed on or about
February 27, 1997.
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Explanatory Note

The first prospectus contained in Part I of the Registration
Statement will be used, with minor variations, for a defined
category of offerees as described in the second prospectus
contained in Part I. Most of the text in the prospectuses is
identical.
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PAGE 3
American Express Investors Certificate
Prospectus
April 30, 1997

Provides high fixed rates with Capital preservation.

This prospectus describes American Express Investors Certificate
distributed by American Express Financial Advisors Inc. American
Express Bank International (AEBI) has an arrangement with American
Express Financial Advisors Inc. under which the certificate is
offered to AEBI's clients who are neither citizens nor residents of
the United States, and to certain U.S. trusts. The certificate is
currently available through AEBI offices located in Florida and New
York. The certificate is also available to certain clients of
Coutts & Co (USA) International (Coutts) through its office in
California.

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.

IDS CERTIFICATE COMPANY IS NOT A BANK OR FINANCIAL INSTITUTION, AND
THE SECURITIES IT OFFERS ARE NOT DEPOSITS OR OBLIGATIONS OF, BACKED
OR GUARANTEED OR ENDORSED BY ANY BANK OR FINANCIAL INSTITUTION NOR
ARE THEY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

Issuer:
IDS Certificate Company
Unit 557
IDS Tower 10
Minneapolis, MN 55440-0010
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PAGE 4
Distributor:
American Express Financial Advisors Inc.
IDS Tower 10
Minneapolis, MN 55440-0010

Selling Agents:
American Express Bank International
American Express Tower
World Financial Center
New York, NY 10285-2300

Coutts & Co (USA) International
421 North Rodeo Drive
Penthouse 1
Beverly Hills, CA 90210-4539
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PAGE 5
Where to get information about the Issuer

The Issuer is subject to the reporting requirements of the
Securities Exchange Act of 1934. Reports and other information on
the Issuer are filed with the Securities and Exchange Commission
(SEC) and are available on the SEC Internet web site
(http://www.sec.gov). Copies can be obtained from the Public
Reference Section of the SEC, 450 5th St., N.W., Room 1024,
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
500 West Madison St.
Suite 1400
Chicago, IL 60661

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

Initial interest rates

The Issuer guarantees a fixed rate of interest for each term. For
the initial term, the rate will be within a specified range of
certain average interest rates generally referred to as the London
Interbank Offered Rates (LIBOR) as explained under "About the
certificate."

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

Actual
Simple Compound Effective
Interest Yield for Annualized
Term Rate* the Term** Yield***

1 month 4.188% 4.188% 4.269%
2 month 4.181 4.188 4.262
3 month 4.359 4.375 4.447
6 month 4.520 4.563 4.615
12 month 4.769 4.875 4.875
24 month 4.951 5.065 5.065
36 month 4.951 5.065 5.065

* These are the rates for investments of $100,000. Rates may
depend on factors described in "Rates for new purchases" under
"About the certificate."
** Assuming monthly compounding for the number of months in the
term and a $100,000 purchase.
*** Assuming monthly compounding for 12 months and a $100,000
purchase.
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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 the Issuer and may also differ from the rates shown here.

The Issuer reserves the right to issue other securities with
different terms.
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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
Promotions and pricing flexibility p
Rates for new purchases p
Rates for future terms p
Additional investments p
Earning interest p

How to invest and withdraw funds p
Buying your certificate p
How to make investments at term end p
Full and partial withdrawals p
When your certificate term ends p
Transfers to other accounts p
Transfer of ownership p
For more information p
Giving instructions and written notification p
Purchases by bank wire p

Tax treatment of your investment
Withholding taxes p
Estate tax p
Trusts p

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

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

Appendix p

Annual financial information
Summary of selected financial information p
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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
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About the certificate

Investment amounts and terms

After determining the amount you wish to invest, you select a term
of one, two, three, six, 12, 24 or 36 months for which the Issuer
will guarantee a specific interest rate. The Issuer guarantees the
principal of your certificate. At the end of the term, you may
have interest earned on the certificate during its term credited to
your certificate or paid to you. Investments in the certificate
may continue for successive terms up to a total of 20 years from
the issue date of the certificate. 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.

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 "Full and
partial withdrawals."

For example: Assume your initial investment (face amount) of
$500,000 earned $7,500 of interest during the term. You have not
taken any interest as cash or made any withdrawals. You have
invested an additional $250,000 prior to the beginning of the next
term. Your principal for the next term will equal:
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PAGE 10
$500,000 Face amount (initial investment)
plus 7,500 Interest credited to your account
minus (0) Interest paid to you in cash
plus 250,000 Additional investment to your certificate
minus (0) Withdrawals and applicable penalties or fees
$757,500 Principal at the beginning of the next term.

Value at maturity

You may continue to invest for successive terms for up to a total
of 20 years. Your certificate matures at 20 years from its issue
date. At maturity, 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). Interest may be paid to you monthly in cash if you maintain
a principal balance of at least $500,000.

The Issuer 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.

Promotions and pricing flexibility

From time to time, the Issuer 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
products or services offered by American Express Company, Coutts &
Co. (USA) International or their affiliates. These promotions will
generally be for a specified period of time. We also may offer
different rates based on your amount invested.
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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. The Issuer
guarantees that the rate in effect for your initial term will be
within a 100 basis point (1%) range tied to certain average
interest rates for comparable length dollar deposits available on
an interbank basis in the London market, and generally referred to
as the London Interbank Offered Rates (LIBOR). For investments of
$1 million or more, initial rates for specific terms are determined
as follows:

1 month Within a range of 80 basis points below to 20 basis
points above the one-month LIBOR rate.

2 months Within a range of 80 basis points below to 20 basis
points above the one-month LIBOR rate. (A two-month
LIBOR rate is not published.)

3 months Within a range of 80 basis points below to 20 basis
points above the three-month LIBOR rate.

6 months Within a range of 80 basis points below to 20 basis
points above the six-month LIBOR rate.

12 months Within a range of 80 basis points below to 20 basis
points above the 12-month LIBOR rate.

24 months Within a range of 50 basis points below to 50 basis
points above the 12-month LIBOR rate. (A 24-month LIBOR
rate is not published.)

36 months Within a range of 50 basis points below to 50 basis
points above the 12-month LIBOR rate. (A 36-month LIBOR
rate is not published.)

For investments from $250,000 to $999,999 initial rates for
specific terms are determined as follows:

1 month Within a range of 100 basis points below to zero basis
points above the one-month LIBOR rate.

2 months Within a range of 100 basis points below to zero basis
points above the one-month LIBOR rate. (A two-month
LIBOR rate is not published.)

3 months Within a range of 100 basis points below to zero basis
points above the three-month LIBOR rate.

6 months Within a range of 100 basis points below to zero basis
points above the six-month LIBOR rate.

12 months Within a range of 100 basis points below to zero basis
points above the 12-month LIBOR rate.
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24 months Within a range of 85 basis points below to 15 points
above the 12-month LIBOR rate. (A 24-month LIBOR rate is
not published.)

36 months Within a range of 85 basis points below to 15 points
above the 12-month LIBOR rate. (A 36-month LIBOR rate is
not published.)

For investments of $100,000 to $249,999, initial rates for specific
terms are determined as follows:

1 month Within a range of 175 basis points below to 75 basis
points below the one-month LIBOR rate.

2 months Within a range of 175 basis points below to 75 basis
points below the one-month LIBOR rate. (A two-month
LIBOR rate is not published.)

3 months Within a range of 175 basis points below to 75 basis
points below the three-month LIBOR rate.

6 months Within a range of 175 basis points below to 75 basis
points below the six-month LIBOR rate.

12 months Within a range of 175 basis points below to 75 basis
points below the 12-month LIBOR rate.

24 months Within a range of 170 basis points below to 70 basis
points below the 12-month LIBOR rate. (A 24-month LIBOR
rate is not published.)

36 months Within a range of 170 basis points below to 70 points
below the 12-month LIBOR rate. (A 36-month LIBOR rate is
not published.)

For example, if the LIBOR rate published on the date rates are
determined with respect to a six-month deposit is 6.50%, the rate
declared on a six-month American Express Investors Certificate
greater than $250,000 but less than $1 million would be between
5.50% and 6.50%. If the LIBOR rate published for a given week with
respect to 12-month certificates is 7.00%, the Issuer's rates in
effect that week for the 24- and 36-month American Express
Investors Certificates greater than $250,000 would be between 6.15%
and 7.15%. When your application is accepted, you will be sent a
confirmation showing the rate that your investment will earn for
the first term.

LIBOR is the interbank-offered rates for dollar deposits at which
major commercial banks will lend for specific terms in the London
market. Generally, LIBOR rates quoted by major London banks will
be the same. However, market conditions, including movements in
the U.S. prime rate and the internal funding position of each bank,
may result in minor differences in the rates offered by different
banks. LIBOR is a generally accepted and widely quoted interest-
rate benchmark. The average LIBOR rate used by the Issuer is
published in The Wall Street Journal.
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PAGE 13
Rates for new purchases are reviewed and may change daily. The
guaranteed rate that is in effect for your chosen term on the day
your application is accepted at the Issuer's corporate office in
Minneapolis, Minnesota, U.S.A. will apply to your certificate. The
interest rates printed in the front of this prospectus may or may
not be in effect on the date your application to invest is
accepted. Rates for new purchases may vary depending on the amount
you invest, but will always be within the 100 basis point range
described above. You may obtain the current interest rates by
calling your AEBI or Coutts representative.

In determining rates based on the amount of your investment, the
Issuer may offer a rate based on your aggregate investment
determined by totaling only the amounts invested in each
certificate that has a current balance exceeding a specified level.
The current balance considered in this calculation may be exclusive
of interest. Part of the balance may be required to be invested in
terms of a specified minimum length. The aggregate investment may
be required to be for terms that average at least a specified
minimum length. The certificates whose balances are aggregated
must have identical ownership. The rate may be available only for
a certificate whose current balance exceeds a specified level or
that is offered through a specified distributor or selling agent.

Interest rates for the term you have selected will not change once
the term has begun, unless a withdrawal reduces your account value
to a point where we pay a lower interest rate, as described in
"Full and partial withdrawals" under "How to invest and withdraw
funds."

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 for subsequent terms, a primary consideration
will be the prevailing investment climate, including the LIBOR
rates. Nevertheless, the Issuer has complete discretion as to what
interest rates it will declare beyond the initial term. The Issuer
will send you notice at the end of each term of the rate your
certificate will earn for the new term. You have a 15-day grace
period to withdraw your certificate without a withdrawal charge.
If LIBOR is no longer publicly available or feasible to use, the
Issuer may use another, similar index as a guide for setting rates.

Additional investments

You may add to your investment when your term ends. If your new
term is a one-month term, you may add to your investment on the
first day of your new term (the renewal date) or the following
business day if the renewal date is a non-business day. If your
new term is greater than one month, you may add to your investment
within the 15 days following the end of your term. A $25,000
minimum additional investment is required, payable in U.S.
currency. Your confirmation will show the applicable rate.
However, unless you receive prior approval from the Issuer, your
investment may not bring the aggregate net investment of any one or
more certificates held by you (excluding any interest added during
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PAGE 14
the life of the certificate and less withdrawals) over $5 million.
Additional investments of at least $25,000 may be made by bank
wire.

The Issuer must receive your additional investment within the 15
days following the end of a certificate's current term (unless your
new investment is a one-month term), if you wish to increase your
principal investment as of the first day of the new term. Interest
accrues from the first day of the new term or the day your
additional investment is accepted by the Issuer, whichever is
later, at the rate then in effect for your account. If your new
term is a one-month term, your additional investment must be
received by the end of the certificate's current term.

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
interest rate, the certificate will earn this higher interest rate
for the remainder of the term, from the date the Issuer accepts the
additional investment.

Earning interest

At the end of each certificate month, interest is compounded and
credited to your account. A certificate month is the monthly
anniversary of the issue date. Interest may be paid to you monthly
in cash if you maintain a principal balance of at least $500,000.

The amount of interest you earn each certificate month is
determined by applying the interest rate then in effect to the
daily balance of your certificate, and subtracting from that total
the interest accrued on any amount withdrawn during the month.
Interest is calculated on a 360-day year basis. This means
interest is calculated on the basis of a 30-day month even though
terms are determined on a calendar month.

How to invest and withdraw funds

Buying your certificate

This certificate is available only to AEBI clients who are neither
citizens nor residents of the United States, and to U.S. trusts
organized under the laws of any state in the United States, so long
as the following are true:

o the trust is unconditionally revocable by the grantor or
grantors (the person or persons who put the money into the
trust);

o there are no more than 10 grantors of the trust;

o all the grantors are neither citizens nor residents of the
United States;

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o each grantor provides an appropriately certified Form W-8 (or
approved substitute), as described under "Tax treatment of
your investment;"

o the trustee of the trust is a bank organized under the laws of
the United States or any state in the United States; and

o the trustee supplies IDSC with appropriate tax documentation.

The certificate is available through AEBI offices located in
Florida and New York, and to the limited extent as described in the
section "Selling agreements with AEBI and Coutts," through a Coutts
office located in California. An AEBI or Coutts representative
will help you prepare your purchase application. The Issuer will
process the application at our corporate offices in Minneapolis,
MN, U.S.A. When your application is accepted and we have received
your initial investment, we will send you a confirmation of your
purchase, indicating your account number and applicable rate of
interest for your first term, as described under "Rates for new
purchases." See "Purchase policies" below.

Important: When opening an account, you must provide a Form W-8 or
approved substitute. See "Taxes on your earnings."

Purchase policies:

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

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

How to make investments at term end

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 #00-29-882 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.

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

o Purchases made by wire are accepted by AEFC only from banks
located in the United States.

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

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 The Issuer, AEFC, its subsidiaries, AEBI, and Coutts are not
responsible for any delays that occur in wiring funds,
including delays in processing by the bank.

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

Full and partial withdrawals

You may receive all or part of your money 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 are subject to
penalties, described below.

o Partial withdrawals during a term must be at least $10,000.
You may not make a partial withdrawal if it would reduce your
certificate balance to less than $100,000. If you request
such a withdrawal, we will contact you for revised
instructions.

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

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

Penalties for early withdrawal during a term:

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

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PAGE 17

o first from interest credited during the current term;

o then from the principal of your certificate.

Any withdrawals during a term exceeding the interest credited are
deducted from the principal and are used in determining any
withdrawal charges.

Withdrawal penalties: When a penalty applies, a 2% withdrawal
penalty will be deducted from the account's remaining balance.

For example, assume you invest $1 million in a certificate and
select a six-month term. Four months later assume you have earned
$27,000 in interest. The following demonstrates how the withdrawal
charge is deducted:

When you withdraw a specific amount of money in excess of the
interest credited, the Issuer has to withdraw somewhat more from
your account to cover the withdrawal charge. For instance, suppose
you request a $100,000 check on a $1 million investment. The first
$27,000 paid to you is interest earned that term, and the remaining
$73,000 paid to you is principal. The Issuer would send you a
check for $100,000 and deduct a withdrawal charge of $1,460 (2% of
$73,000) from the remaining balance of your certificate. Your new
balance would be $925,540.

Total investments $1,000,000
Interest credited $ 27,000
Total balance $1,027,000
Requested check $ 100,000
Credited interest withdrawn $ (27,000)
Withdrawal charge percent 2%
Actual withdrawal charge $ 1,460
Balance prior to withdrawal $1,027,000
Requested withdrawal check $ (100,000)
Withdrawal charge $ (1,460)
Total balance after withdrawal $ 925,540

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

For more information on withdrawal charges, talk with your AEBI or
Coutts representative.

Penalty exceptions: The 2% penalty is waived upon death of the
certificate owner.

When your certificate term ends

On or shortly after the end of the term you have selected for your
certificate, the Issuer will send you a notice indicating the
interest rate that will apply to the certificate for the new term.
When your certificate term ends, the Issuer will automatically
renew your certificate for the same term unless you notify your
AEBI or Coutts representative otherwise. If you wish to select a
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PAGE 18
different term, you must notify your representative 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.

For most terms, 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 other IDS
certificates available through AEBI or Coutts.

Transfer of ownership

While this certificate is not a negotiable instrument, it may be
transferred or assigned on the Issuer's records if proper written
notice is received by the Issuer. Ownership may be assigned or
transferred to individuals or an entity who, for U.S. tax purposes,
is considered to be neither a citizen nor resident of the United
States. You may also pledge the certificate to AEBI or another
American Express Company affiliate or to Coutts as collateral
security. Your AEBI or Coutts representative can help you transfer
ownership.

For more information

For information on purchases, withdrawals, exchanges, transfers of
ownership, proper instructions and other service questions
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PAGE 19
regarding your certificate, please consult your AEBI relationship
manager or Coutts client relationship officer, or call the Issuer's
toll free client service number listed on the back cover.

Giving instructions and written notification

Your AEBI or Coutts representative will be happy to handle
instructions concerning your account. Written instructions may be
provided to either your representative's office or directly to the
Issuer.

Proper written notice to your AEBI or Coutts representative or the
Issuer must:

o be addressed to your AEBI or Coutts office or the Issuer's
corporate office, in which case it must identify your AEBI or
Coutts office;

o include your account number and sufficient information for the
Issuer to carry out your request; and

o be signed and dated by all registered owners.

The Issuer will acknowledge your written instructions. If your
instructions are incomplete or unclear, you will be contacted for
revised instructions.

In the absence of any other written mandate or instructions you
have provided to AEBI or Coutts, you may elect in writing, on your
initial or any subsequent purchase application, to authorize AEBI
or Coutts to act upon the sole verbal instructions of any one of
the named owners, and in turn to instruct the Issuer with regard to
any and all actions in connection with the certificate referenced
in the application as it may be modified from time to time by term
changes, renewals, additions or withdrawals. The individual
providing verbal instructions must be a named owner of the
certificate involved. In providing such authorization you agree
that the Issuer, its transfer agent, AEBI and Coutts will not be
liable for any loss, liability, cost or expense arising in
connection with implementing such instructions, reasonably believed
by the Issuer, AEBI or Coutts, or their representatives, to be
genuine. You may revoke such authority at any time by providing
proper written notice to your AEBI or Coutts office.

All amounts payable to or by the Issuer in connection with this
certificate are payable at the Issuer's corporate office unless you
are advised otherwise.

Purchases by bank wire

You may wish to lock in a specific interest rate by using a bank
wire to purchase a certificate. Your representative can instruct
you about how to use this procedure. Using this procedure will
allow you to start earning interest at the earliest possible time.
The minimum that may be wired to purchase a new certificate is
$100,000.

<PAGE>
PAGE 20

Wire orders will be accepted only in U.S. currency and only on days
your bank, the Issuer and Norwest Bank Minneapolis are open for
business. The payment must be received by the Issuer before 12
noon Central U.S.A. time to be credited that day. Otherwise, it
will be processed the next business day. The wire purchase will
not be made until the wired amount is received and the purchase is
accepted by the Issuer. Wire transfers not originating from AEBI
and Coutts are accepted by IDSC's corporate office only when
originating from banks located in the United States of America.
Any delays that may occur in wiring the funds, including delays in
processing by the banks, are not the responsibility of the Issuer.
Wire orders may be rejected if they do not contain complete
information.

While the Issuer does not charge a service fee for incoming wires,
you must pay any charge assessed by your bank for the wire service.
If a wire order is rejected, all money received will be returned
promptly less any costs incurred in rejecting it.

Tax treatment of your investment

Interest paid on your certificate is "portfolio interest" as
defined in U.S. Internal Revenue Code Section 871(h) if earned by a
nonresident alien who has supplied the Issuer with Form W-8,
Certificate of Foreign Status. Form W-8 must be supplied with both
a current mailing address and an address of foreign residency, if
different. The Issuer will not accept purchases of certificates by
nonresident aliens without an appropriately certified Form W-8 (or
approved substitute). The Form W-8 must be resupplied every three
calendar years. If you have supplied a Form W-8 that certifies
that you are a nonresident alien, the interest income 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.
We are required to attach your Form W-8 to the forms sent to the
Internal Revenue Service (IRS). Your interest income will be
reported to the IRS even though it is not taxed by the U.S.
Government. The United States participates in various tax treaties
with foreign countries. Those treaties provide that tax
information may be shared upon request between the United States
and such foreign governments.

Withholding taxes

If you fail to provide a Form W-8 as required above, you will be
subject to backup withholding on interest payments and surrenders.

Estate tax

If you are a nonresident alien and you die while owning a
certificate, then, depending on the circumstances, the Issuer
generally will not act on instructions with regard to the
certificate unless the Issuer first receives, at a minimum, a
statement from persons the Issuer believes are knowledgeable about
your estate. The statement must be in a form satisfactory to the
Issuer and must tell us that, on your date of death, your estate
<PAGE>
PAGE 21
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 the Issuer 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 described in "Buying your certificate"
under "How to invest and withdraw funds," the policies and
procedures described above will apply with regard to each grantor.

How your money is used and protected

Invested and guaranteed by the Issuer

The American Express Investors Certificate is issued and guaranteed
by the Issuer, a wholly owned subsidiary of American Express
Financial Corporation (AEFC). We are by far the largest issuer of
face amount certificates in the United States, with total assets of
more than $3.5 billion and a net worth in excess of $194 million on
Dec. 31, 1996.

We back our certificates by investing the money received and
keeping the invested assets on deposit. Our investments generate
interest and dividends, out of which we pay:

o interest to certificate owners, and

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

For a review of significant events relating to our business, see
"Management's discussion and analysis of financial condition and
results of operations." Our certificates are not rated by a
national rating agency.

Most banks and thrifts offer investments known as certificates of
deposit (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.
<PAGE>
PAGE 22
Regulated by government

Because the American Express Investors 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 $151 million.

Backed by our investments

The Issuer's 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

Corporate and other bonds 38%
Government agency bonds 31
Preferred stocks 20
Mortgages 6
Cash and cash equivalents 3
Municipal bonds 2

As of Dec. 31, 1996 about 93% of our securities portfolio
(including bonds and preferred stocks) is rated investment grade.
For additional information regarding securities ratings, please
refer to Note 3B in the financial statements.

Most of our investments are on deposit with American Express Trust
Company, Minneapolis, although we also maintain separate deposits
as required by certain states. American Express Trust Company is a
wholly owned subsidiary of AEFC. Copies of our Dec. 31, 1996
schedule of Investments in Securities of Unaffiliated Issuers are
available upon request. For comments regarding the valuation,
carrying values and unrealized appreciation (depreciation) of
investment securities, see Notes 1, 2 and 3 to the financial
statements.

Investment policies

In deciding how to diversify the portfolio -- among what types of
investments in what amounts -- the officers and directors of the
Issuer 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."
<PAGE>
PAGE 23
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.

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

Borrowing money -
From time to time we have established a line of credit if
management believed borrowing was necessary or desirable. We may
pledge some of our assets as security. We may occasionally use
repurchase agreements as a way to borrow money. Under these
agreements, we sell debt securities to our lender, and repurchase
them at the sales price plus an agreed-upon interest rate within a
specified period of time.

Real estate -
We may invest in limited partnership interests in limited
partnerships that either directly, or indirectly through other
limited partnerships, invest in real estate. We may invest
directly in real estate. We also invest in mortgage loans.

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

When-issued securities-
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. If interest rates do not rise above a specified
<PAGE>
PAGE 24
level, the interest rate caps do not pay us a return. The Issuer
may enter into other financial transactions, including futures and
other derivatives, for the purpose of managing the interest rate
exposures associated with the Issuer'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
circumstances, IDSC will not purchase any security rated below B-
by Moody's Investors Service, Inc. or Standard & Poor's.
Securities that are subsequently downgraded in quality may continue
to be held by IDSC and will be sold only when IDSC believes it is
advantageous to do so.

As of Dec. 31, 1996, IDSC held about 7% of its investment portfolio
(including bonds, preferred stocks, mortgages and cash equivalents)
in investments rated below investment grade.

<PAGE>
PAGE 25
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 the Issuer and American Express Financial
Corporation

The Issuer 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 the Issuer 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. The Issuer and AEFC have
never failed to meet their certificate payments.

During its many years in operation, AEFC has become a leading
manager of investments in mortgages and securities. As of Dec. 31,
1996, AEFC managed investments, including its own, of more than
$149 billion. American Express Financial Advisors Inc., a wholly
owned subsidiary of AEFC, provides a broad range of financial
planning services for individuals and businesses through its
nationwide network of more than 175 offices and more than 7,800
financial advisors. American Express Financial Advisors' financial
planning services are comprehensive, beginning with a detailed
written analysis that's tailored to your needs. Your analysis may
address one or all of these six essential areas: financial
position, protection planning, investment planning, income tax
planning, retirement planning and estate planning.

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

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

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

<PAGE>
PAGE 26
Capital structure and certificates issued

The Issuer 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, the Issuer had issued (in face amount)
$13,327,949,715 of installment certificates and $15,788,445,077 of
single payment certificates.

Investment management and services

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

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

All these activities are subject to direction and control by our
board of directors and officers. Our agreement with AEFC requires
annual renewal by our board, including a majority of directors who
are not interested persons of AEFC or the Issuer 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 the Issuer 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 $16,989,093 0.50%
1995 $16,472,458 0.50
1994 $13,565,432 0.51

Estimated advisory and services fees for 1997 are $16,621,000.
<PAGE>
PAGE 27
Other expenses payable by the Issuer: 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., the Issuer pays an annualized fee equal to 1% of the
amount outstanding for the distribution of this certificate.
Payments are made at the end of each term on certificates with a
one-, two- or three-month term. Payments are made each quarter
from issuance date on certificates with a six-, 12-, 24- or 36-
month term.

Total distribution fees paid to American Express Financial Advisors
Inc. for all series of certificates amounted to $29,971,960 during
the year ended Dec. 31, 1996. The Issuer expects to pay American
Express Financial Advisors Inc. distribution fees amounting to
$30,806,000 during 1997.

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

American Express Financial Advisors Inc. pays selling expenses in
connection with services to the Issuer. The Issuer's board of
directors, including a majority of directors who are not interested
persons of AEFC or IDSC, approved this distribution agreement.

Selling agreements with AEBI and Coutts: In turn, under Selling
Agent Agreements with AEBI and Coutts, American Express Financial
Advisors compensates each for their services as Selling Agents of
this certificate as follows:

AEBI is paid an annualized fee ranging from 0.50% to 1.25% of the
reserve balance of each certificate, depending on the amount
outstanding for each such certificate, with this exception: the
fee will be 0.30% of the reserve balance of each certificate with
an amount outstanding of $1 million or more when:

<PAGE>
PAGE 28

o the aggregate reserve balance for that certificate, and any
other certificate with identical ownership and an amount
outstanding of $1 million or more, is at least $20 million;

o the aggregate reserve balance is invested for terms that
average at least six months; and

o at least $5 million of this aggregate reserve balance is
invested for a term of 12 months or longer.

Coutts is paid an annualized fee ranging from 0.425% to 0.68% of
the reserve balance of each certificate owned by a client who is a
former client of AEBI, depending on the amount outstanding for each
certificate. These clients must have continuously owned a
certificate since Nov. 10, 1994. Coutts is also compensated on
additional investments and exchanges made by such clients to other
certificates only to the extent that clients have the right to make
additional investments or exchanges.

American Express Financial Advisors has entered into a consulting
agreement with AEBI under which AEBI provides consulting services
related to any selling agent agreements between American Express
Financial Advisors and other Edge Act corporations. For these
services, American Express Financial Advisors pays AEBI a fee for
this certificate ranging from 0.075% to 0.12% of the reserve
balance of each certificate, depending on the amount outstanding
for each certificate for which another Edge Act corporation is the
selling agent.

Such payments will be made periodically in arrears.

These fees are not assessed to your certificate account.

About AEBI and Coutts

AEBI is an Edge Act corporation organized under the provisions of
Section 25(a) of the Federal Reserve Act. It is a wholly owned
subsidiary of American Express Bank Ltd. (AEBL). As an Edge Act
corporation, AEBI is subject to the provisions of Section 25(a) of
the Federal Reserve Act and Regulation K of the Board of Governors
of the Federal Reserve System (the Federal Reserve). It is
supervised and regulated by the Federal Reserve.

AEBI has an extensive international high net-worth client base that
is serviced by a marketing staff in New York and Florida. The
banking and financial products offered by AEBI include checking,
money market and time deposits, credit services, check collection
services, foreign exchange, funds transfer, investment advisory
services and securities brokerage services. As of Dec. 31, 1996,
AEBI had total assets of $355 million and total equity of $150
million.

Coutts is an Edge Act corporation organized under the provisions of
Section 25(a) of the Federal Reserve Act. It is an indirect wholly
owned subsidiary of National Westminster Bank PLC. As an Edge Act
corporation, Coutts is subject to the provisions of Section 25(a)
<PAGE>
PAGE 29
of the Federal Reserve Act and Regulation K of the Board of
Governors of the Federal Reserve System (the Federal Reserve). It
is supervised and regulated by the Federal Reserve.

Although AEBI and Coutts are banking entities, the American Express
Investors Certificate is not a bank product, nor is it backed or
guaranteed by AEBI or Coutts, by AEBL, by NatWest PLC or by any
other bank, nor is it guaranteed or insured by the FDIC or any
other federal agency. AEBI is registered where necessary as a
securities broker-dealer.

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

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

We paid a total of $37,000 during 1996 to directors not employed by
AEFC.

Board of directors

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

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.
<PAGE>
PAGE 30

Edward Landes
Born in 1919. Director since 1984.
Development consultant. Director of IDS Life Insurance Company of
New York. Director of Endowment Development, YMCA of Metropolitan
Minneapolis. Vice president for Financial Development, YMCA of
Metropolitan Minneapolis from 1985 through 1995. Former sales
manager - Supplies Division and district manager - Data Processing
Division of IBM Corporation. Retired 1983.

John V. Luck, Ph.D.
Born in 1926. Director since 1987.
Former senior vice president - Science and Technology with General
Mills, Inc. Employed with General Mills, Inc. since 1968. Retired
1988.

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

Harrison Randolph
Born in 1916. Director since 1968.
Engineering, manufacturing and management consultant since 1978.

Gordon H. Ritz
Born in 1926. Director since 1968.
Director, Mid-America Publishing and Atrix International, Inc.
Former president, 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.
<PAGE>
PAGE 31
Timothy S. Meehan
Born in 1957. Secretary since 1995.
Secretary of AEFC and American Express Financial Advisors Inc.
since 1995. Senior counsel to AEFC since 1995. Counsel from 1990
to 1995.

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

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

Bruce A. Kohn
Born in 1951. Vice president and general counsel since 1993.
Senior counsel to AEFC since 1996. Counsel to AEFC from 1992 to
1996. Associate counsel from 1987 to 1992.

F. Dale Simmons
Born in 1937. Vice president - Real Estate Loan Management since
1993. Vice president of AEFC since 1992. Senior portfolio manager
of AEFC since 1989. Assistant vice president from 1987 to 1992.

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

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.

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.
<PAGE>
PAGE 32
Appendix

Description of corporate bond ratings

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

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

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

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

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

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

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

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

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

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

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

Non-rated securities will be considered for investment. When
assessing each non-rated security, IDSC will consider the financial
condition of the issuer or the protection afforded by the terms of
the security.
<PAGE>
PAGE 33
(Outside back cover)

Quick telephone reference

Selling Agent:

American Express Bank International

Region offices

101 East 52nd Street
29th Floor
New York, NY 10022
(212) 415-9500

1221 Brickell Avenue
8th Floor
Miami, FL 33131
(305) 350-2502

Selling agent

Coutts & Co. (USA) International
421 North Rodeo Drive
Penthouse 1
Beverly Hills, CA 90210-4539
(213) 613-2244

American Express Investors Certificate
IDS Tower 10
Minneapolis, MN 55440-0010

Distributed by American Express Financial Advisors Inc.
<PAGE>
PAGE 34

Summary of selected financial information

The following selected financial information has been derived from
the audited financial statements and should be read in conjunction
with those statements and the related notes to financial
statements. Also see Management's Discussion and Analysis of
Financial Condition and Results of Operations for additional
comments.
<TABLE><CAPTION>

Year Ended Dec. 31, 1996 1995 1994 1993 1992
($ thousands)
Statement of Operations Data:
<S> <C> <C> <C> <C> <C>

Investment income $251,481 $256,913 $207,975 $236,859 $294,799
Investment expenses 62,851 62,817 58,690 65,404 69,630

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

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

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

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

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

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

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

Balance Sheet Data:
Total assets $3,563,234 $3,912,131 $3,040,857 $2,951,405 $3,444,985
Certificate loans 43,509 51,147 58,203 67,429 77,347
Certificate reserves 3,283,191 3,628,574 2,887,405 2,777,451 3,256,472
Stockholder's equity 194,550 250,307 141,852 161,138 179,885

IDS Certificate Company (IDSC) is 100% owned by American Express Financial Corporation (Parent).
</TABLE>
(a) Consisted of an investment security at amortized cost.
<PAGE>
PAGE 35

Management's discussion and analysis of financial condition and
results of operations

Results of operations:

IDS Certificate Company's (IDSC) earnings are derived primarily
from the after-tax yield on invested assets less investment
expenses and interest credited on certificate reserve liabilities.
Changes in earnings' trends occur largely due to changes in the
rates of return on investments and the rates of interest credited
to certificate owner accounts and also, the mix of fully taxable
and tax-advantaged investments in the IDSC portfolio.

During the years 1994 and 1995, total assets and certificate
reserves increased due to certificate sales exceeding certificate
maturities and surrenders. The excess of certificate sales over
certificate maturities and surrenders resulted primarily from
higher accrual rates declared by IDSC during the last six months of
1994 and the first six months of 1995, reflecting rising interest
rates in the marketplace. The increase in total assets in 1995
reflects also an increase of $81 million in net unrealized
appreciation on investment securities classified as available for
sale. The increase in total assets in 1994 was tempered by $23
million of net unrealized depreciation on investment securities
classified as available for sale, net of deferred taxes of $13
million.

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

1996 Compared to 1995:

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

Investment expenses increased slightly in 1996. The increase
resulted primarily from higher amortization of premiums paid for
index options of $2.1 million and higher investment advisory and
services fee of $.5 million due to a slightly higher average asset
base on which the fee is calculated. These increases were offset
by lower distribution fees of $1.2 million due to lower certificate
sales, and lower amortization of premiums paid for interest rate
caps/corridors of $1.4 million. The lower amortization of interest
rate caps/corridors reflects the net of $8.2 million lower
amortization and $6.8 million less interest earned under the
cap/corridor agreements.
<PAGE>
PAGE 36
Net provision for certificate reserves decreased 2.5% due primarily
to the net of lower accrual rates and a slightly higher average
balance of certificate reserves during 1996.

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

1995 Compared to 1994:

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

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

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

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

Liquidity and cash flow:

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

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

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

Certificate maturities and surrenders totaled $1.7 billion during
1996 compared to $1.0 billion in 1995 and $1.2 billion in 1994.
The higher certificate maturities and surrenders in 1996 resulted
<PAGE>
PAGE 37

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

IDSC, as an issuer of face-amount certificates, is affected
whenever there is a significant change in interest rates. In view
of the uncertainty in the investment markets and due to the
short-term repricing nature of certificate reserve liabilities,
IDSC continues to invest in securities that provide for more
immediate, periodic interest/principal payments, resulting in
improved liquidity. To accomplish this, IDSC continues to invest
much of its cash flow in mortgage-backed securities and
intermediate-term bonds.

IDSC's investment program is designed to maintain an investment
portfolio that will produce the highest possible after-tax yield
within acceptable risk standards with additional emphasis on
liquidity. The program considers investment securities as
investments acquired to meet anticipated certificate owner
obligations.

Under Statement of Financial Accounting Standards (SFAS) No. 115,
Accounting for Certain Investments in Debt and Equity Securities,
debt securities that IDSC has both the positive intent and ability
to hold to maturity are carried at amortized cost. Debt securities
IDSC does not have the positive intent to hold to maturity, as well
as all marketable equity securities, are classified as available
for sale and carried at fair value. The available-for-sale
classification does not mean that IDSC expects to sell these
securities, but that under SFAS No. 115 positive intent criteria,
these securities are available to meet possible liquidity needs
should there be significant changes in market interest rates
or certificate owner demand. See notes 1 and 3 to the financial
statements for additional information relating to SFAS No. 115.

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

During the year ended Dec. 31, 1996, IDSC sold held-to-maturity
securities with an amortized cost and fair value of $2.3 million
and $1.8 million, respectively. The securities were sold due to
significant deterioration in the issuers' creditworthiness. In
addition, a held-to-maturity security with an amortized cost of $20
million was tendered for $23.2 million. By not accepting the
tender offer, Management believes it would have left IDSC
vulnerable to issuer's credit deterioration and it is reasonably
probable, impairment of investment and /or dividends would occur.
During the same period in 1996, securities classified as available<PAGE>
PAGE 38

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

During the year ended Dec. 31, 1995, investment securities,
primarily municipal bonds, with an amortized cost and fair value of
$112 million and $117 million, respectively, were reclassified
from held to maturity to available for sale. The reclassification
was made on Dec. 4, 1995, as a result of IDSC adopting the FASB
Special Report, A Guide to Implementation of Statement 115 on
Accounting for Certain Investments in Debt and Equity Securities.
There were no other transfers of securities during the years 1996
and 1995.

Derivative financial instruments:

IDSC enters into transactions involving interest rate caps, and
purchased and written call options to manage its exposure to rising
interest rates. IDSC does not enter into such transactions for
trading purposes. There is a possibility that the value of these
instruments will change due to fluctuations in a factor from which
the instruments derive their values. IDSC is not subject to this
market risk because these instruments are largely used to hedge
such risks, and therefore, the cash flow and income effects of the
instruments are inverse to the effects of the underlying
transactions. See note 9 to financial statements for additional
information regarding derivative financial instruments.

Dividends:

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

Ratios:

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

<PAGE>
PAGE 39
IDS Certificate Company

Responsibility for Preparation of Financial Statements

The management of IDS Certificate Company (IDSC) is responsible for
the preparation and fair presentation of its financial statements.
The financial statements have been prepared in conformity with
generally accepted accounting principles appropriate in the
circumstances, and include amounts based on the best judgment of
management. IDSC's management is also responsible for the
accuracy and consistency of other financial information included in
the prospectus.

In recognition of its responsibility for the integrity and
objectivity of data in the financial statements, IDSC maintains a
system of internal control over financial reporting. The system
is designed to provide reasonable, but not absolute, assurance with
respect to the reliability of IDSC's financial statements. The
concept of reasonable assurance is based on the notion
that the cost of the internal control system should not exceed the
benefits derived.

The internal control system is founded on an ethical climate and
includes an organizational structure with clearly defined lines of
responsibility, policies and procedures, a Code of Conduct, and the
careful selection and training of employees. Internal auditors
monitor and assess the effectiveness of the internal control system
and report their findings to management throughout the year.
IDSC's independent auditors are engaged to express an opinion on
the year-end financial statements and, with the coordinated support
of the internal auditors, review the financial records and related
data and test the internal control system over financial reporting.
<PAGE>
PAGE 40

Annual Financial Information

Report of Independent Auditors

The Board of Directors and Security Holders
IDS Certificate Company:

We have audited the accompanying balance sheets of IDS Certificate
Company, a wholly owned subsidiary of American Express Financial
Corporation, as of December 31, 1996 and 1995, and the related
statements of operations, stockholder's equity and cash flows for
each of the three years in the period ended December 31, 1996.
These financial statements are the responsibility of the management
of IDS Certificate Company. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our
procedures included confirmation of investments owned as of
December 31, 1996 and 1995 by correspondence with custodians and
brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of IDS
Certificate Company at December 31, 1996 and 1995, and the results
of its operations and its cash flows for each of the three years in
the period ended December 31, 1996, in conformity with generally
accepted accounting principles.

As discussed in note 1 to the financial statements, IDS Certificate
Company changed its method of accounting for certain investments in
debt and equity securities in 1994.

ERNST & YOUNG LLP
Minneapolis, Minnesota
February 7, 1997
<PAGE>
PAGE 41
<TABLE><CAPTION>

Balance Sheets, Dec. 31,

Assets
<S> <C> <C>

Qualified Assets (note 2) 1996 1995
($ thousands)
Investments in unaffiliated issuers (notes 3, 4 and 10):
Cash and cash equivalents $111,331 $56,873
Held-to-maturity securities 863,921 1,002,905
Available-for-sale securities 2,212,968 2,408,491
First mortgage loans on real estate 218,697 233,394
Certificate loans - secured by certificate reserves 43,509 51,147
Investments in and advances to affiliates 6,444 5,655

Total investments 3,456,870 3,758,465

Receivables:
Dividends and interest 44,013 49,632
Investment securities sold 654 42,872

Total receivables 44,667 92,504

Other (notes 9 and 10) 36,164 32,778

Total qualified assets 3,537,701 3,883,747

Other Assets

Deferred distribution fees 25,525 28,286
Other 8 98

Total other assets 25,533 28,384

Total assets $3,563,234 $3,912,131

See notes to financial statements.
<PAGE>
PAGE 42
Balance Sheets, Dec. 31,

Liabilities and Stockholder's Equity

Liabilities 1996 1995
($ thousands)
Certificate Reserves (notes 5 and 10):
Installment certificates:
Reserves to mature $344,344 $330,415
Additional credits and accrued interest 21,931 21,555
Advance payments and accrued interest 1,198 1,394
Other 55 55
Fully paid certificates:
Reserves to mature 2,747,690 3,127,301
Additional credits and accrued interest 167,673 147,468
Due to unlocated certificate holders 300 386

Total certificate reserves 3,283,191 3,628,574

Accounts Payable and Accrued Liabilities:
Due to Parent (note 7A) 1,424 1,541
Due to Parent for federal income taxes 1,737 103
Due to affiliates (note 7B, 7C and 7D) 279 2,068
Payable for investment securities purchased 61,979 -
Accounts payable, accrued expenses and other (notes 9 and 10) 11,977 12,249

Total accounts payable and accrued liabilities 77,396 15,961

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

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

Commitments (note 4)

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

Common stock, $10 par - authorized and issued 150,000 shares 1,500 1,500
Additional paid-in capital 143,844 168,844
Retained earnings:
Appropriated for predeclared additional credits/interest 11,989 18,878
Appropriated for additional interest on advance payments 50 50
Unappropriated 22,728 31,612
Unrealized holding gains on investment
securities - net (note 3A) 14,439 29,423

Total stockholder's equity 194,550 250,307

Total liabilities and stockholder's equity $3,563,234 $3,912,131

See notes to financial statements.
<PAGE>
PAGE 43
Statements of Operations

Year ended Dec. 31, 1996 1995 1994
($thousands)
Investment Income:
Interest income from investments:
Bonds and notes:
Unaffiliated issuers $184,653 $181,902 $125,546
Mortgage loans on real estate:
Unaffiliated 19,583 22,171 24,006
Affiliated 36 56 68
Certificate loans 2,533 2,963 3,342
Dividends 44,100 48,614 54,170
Other 576 1,207 843

Total investment income 251,481 256,913 207,975

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

Total investment expenses 62,851 62,817 58,690

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

See notes to financial statements.

<PAGE>
PAGE 44
Statements of Operations (continued)

Year ended Dec. 31, 1996 1995 1994
($thousands)
Provision for Certificate Reserves (notes 5 and 9):
According to the terms of the certificates:
Provision for certificate reserves $10,445 $11,009 $13,317
Interest on additional credits 1,487 2,300 3,174
Interest on advance payments 61 73 61
Additional credits/interest authorized by IDSC:
On fully paid certificates 155,411 157,857 85,101
On installment certificates 5,637 6,288 6,741

Total provision before reserve recoveries 173,041 177,527 108,394
Reserve recoveries from terminations
prior to maturity (1,073) (1,120) (1,106)

Net provision for certificate reserves 171,968 176,407 107,288

Net investment income before income tax benefit 16,662 17,689 41,997
Income tax benefit (note 8) 6,537 9,097 2,663

Net investment income 23,199 26,786 44,660

Realized gain (loss) on investments - net:
Securities of unaffiliated issuers (444) 452 (7,514)
Other-unaffiliated 101 (120) 1,638

Total gain (loss) on investments (343) 332 (5,876)

Income tax benefit (expense) (note 8):
Current 772 160 2,414
Deferred (652) (277) (367)

Total income tax benefit (expense) 120 (117) 2,047

Net realized gain (loss) on investments (223) 215 (3,829)

Net income - wholly owned subsidiary 1,251 373 241

Net income $24,227 $27,374 $41,072

See notes to financial statements.

<PAGE>
PAGE 45
Statements of Stockholder's Equity

Year ended Dec. 31, 1996 1995 1994
($thousands)

Common Stock:
Balance at beginning and end of year $1,500 $1,500 $1,500

Additional Paid-in Capital:
Balance at beginning of year $168,844 $140,344 $147,144

Contribution from Parent - 28,500 3,000
Cash dividends declared (25,000) - (9,800)

Balance at end of year $143,844 $168,844 $140,344

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

Balance at end of year $11,989 $18,878 $18,398

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

Balance at end of year $50 $50 $50

Unappropriated (note 6):
Balance at beginning of year $31,612 $4,718 $9,743
Net income 24,227 27,374 41,072
Transferred (to) from appropriated
retained earnings 6,889 (480) (15,697)
Cash dividends declared (40,000) - (30,400)

Balance at end of year $22,728 $31,612 $4,718

Unrealized holding gains and losses on investment securities -
net (notes 1 and 3A):
Balance at beginning of year $29,423 ($23,158) $-
Adjustment due to initial application of SFAS 115 - - 8,827
Change during year (14,984) 52,581 (31,985)

Balance at end of year $14,439 $29,423 ($23,158)

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

See notes to financial statements.
<PAGE>
PAGE 46
Statements of Cash Flows

Year ended Dec. 31, 1996 1995 1994
($ thousands)
Cash flows from operating activities:
Net income $24,227 $27,374 $41,072
Adjustments to reconcile net income to net
cash provided by operating activities:
Net income of wholly owned subsidiary (1,251) (373) (241)
Provision for certificate reserves 171,968 176,407 107,288
Interest income added to certificate loans (1,631) (1,902) (2,133)
Amortization of premium/discount-net 14,039 19,232 22,114
Net loss (gain) on investments 343 (332) 5,876
Decrease (increase) in dividends and
interest receivable 5,619 (7,371) (1,829)
Decrease (increase) in deferred
distribution fees 2,761 (1,144) (7,527)
Decrease (increase) in other assets - 466 (466)
Decrease (increase) in deferred federal
income taxes (1,124) (2,652) 4,263
Decrease in other liabilities (679) (1,549) (3,210)

Net cash provided by operating activities 214,272 208,156 165,207

Cash flows from investing activities:
Maturity and redemption of investments:
Held-to-maturity securities 163,066 315,766 350,411
Available-for-sale securities 537,565 325,521 173,547
Other investments 52,189 46,004 35,130
Sale of investments:
Held-to-maturity securities 24,984 22,305 3,164
Available-for-sale securities 356,194 48,372 267,808
Other investments 385 21 -
Certificate loan payments 6,003 6,061 7,508
Purchase of investments:
Held-to-maturity securities (49,984) (208,140) (46,080)
Available-for-sale securities (617,138) (1,397,983) (830,826)
Other investments (28,617) (17,234) (9,208)
Certificate loan fundings (5,288) (7,776) (7,603)
Investment in subsidiary - - (450)

Net cash provided by (used in)
investing activities $439,359 ($867,083) ($56,599)

See notes to financial statements.
<PAGE>
PAGE 47
Statements of Cash Flows (continued)

Year ended Dec. 31, 1996 1995 1994
($ thousands)

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

Capital contribution from Parent - 28,500 3,000
Certificate maturities and cash surrenders (1,663,196) (1,030,712) (1,171,101)
Dividends paid (65,000) - (40,200)

Net cash provided by (used in)
financing activities (599,173) 575,672 (22,539)

Net increase (decrease) in cash and
cash equivalents 54,458 (83,255) 86,069
Cash and cash equivalents beginning of year 56,873 140,128 54,059

Cash and cash equivalents end of year $111,331 $56,873 $140,128

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

See notes to financial statements.
</TABLE>
<PAGE>
PAGE 48
Notes to Financial Statements ($ in thousands unless indicated
otherwise)

1. Nature of business and summary of significant accounting
policies

Nature of business

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

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

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

Described below are certain accounting policies that are important
to an understanding of the accompanying financial statements.

Basis of financial statement presentation

The accompanying financial statements are presented in accordance
with generally accepted accounting principles. IDSC uses the
equity method of accounting for its wholly owned unconsolidated
subsidiary, which is the method prescribed by the Securities and
Exchange Commission (SEC) for issuers of face-amount certificates.
Certain amounts from prior years have been reclassified to
conform to the current year presentation.

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

<PAGE>
PAGE 49
Notes to Financial Statements (continued)

Fair values of financial instruments

The fair values of financial instruments disclosed in the notes to
financial statements are estimates based upon current market
conditions and perceived risks, and require varying degrees of
management judgment.

Preferred stock dividend income

IDSC recognizes dividend income from cumulative redeemable
preferred stocks with fixed maturity amounts on an accrual basis
similar to that used for recognizing interest income on debt
securities. Dividend income from perpetual preferred stock is
recognized on an ex-dividend basis.

Securities

Cash equivalents are carried at amortized cost, which approximates
fair value. IDSC has defined cash and cash equivalents as cash in
banks and highly liquid investments with a maturity of three months
or less at acquisition and are not interest rate sensitive.

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

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

First mortgage loans on real estate

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

<PAGE>
PAGE 50
Notes to Financial Statements (continued)

Impairment is measured as the excess of the loan's recorded
investment over its present value of expected principal and
interest payments discounted at the loan's effective interest rate,
or the fair value of collateral. The amount of the impairment is
recorded in a reserve for mortgage loan losses.

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

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

Certificates

Investment certificates may be purchased either with a lump-sum
payment or by installment payments. Certificate owners are
entitled to receive at maturity a definite sum of money. Payments
from certificate owners are credited to investment certificate
reserves. Investment certificate reserves accumulate at specified
percentage rates as declared by IDSC. Reserves also are maintained
for advance payments made by certificate owners, accrued interest
thereon, and for additional credits in excess of minimum guaranteed
rates and accrued interest thereon. On certificates allowing
for the deduction of a surrender charge, the cash surrender values
may be less than accumulated investment certificate reserves prior
to maturity dates. Cash surrender values on certificates allowing
for no surrender charge are equal to certificate reserves. The
payment distribution, reserve accumulation rates, cash surrender
values, reserve values and other matters are governed by the 1940
Act.

Deferred distribution fee expense

On certain series of certificates, distribution fees are deferred
and amortized over the estimated lives of the related certificates,
which is approximately 10 years. Upon surrender, unamortized
deferred distribution fees and any related surrender charges are
recognized in income.

Federal income taxes

IDSC's taxable income or loss is included in the consolidated
federal income tax return of American Express Company. IDSC
provides for income taxes on a separate return basis, except that,
under an agreement between Parent and American Express Company, tax
benefits are recognized for losses to the extent they can be used <PAGE>
PAGE 51
Notes to Financial Statements (continued)

in the consolidated return. It is the policy of Parent and its
subsidiaries that Parent will reimburse a subsidiary for any tax
benefits recorded.

2. Deposit of assets and maintenance of qualified assets

A) Under the provisions of its certificates and the 1940 Act, IDSC
was required to have qualified assets (as that term is defined in
Section 28(b) of the 1940 Act) in the amount of $3,259,260 and
$3,619,188 at Dec. 31, 1996 and 1995, respectively. IDSC had
qualified assets of $3,453,508 at Dec. 31, 1996 and $3,838,482 at
Dec. 31, 1995, excluding net unrealized appreciation on
available-for-sale securities of $22,214 and $45,265 at Dec.
31,1996 and 1995, respectively and payable for securities purchased
of $61,979 and $nil at Dec. 31, 1996 and 1995,
respectively.

Qualified assets are valued in accordance with such provisions of
Minnesota Statutes as are applicable to investments of life
insurance companies. Qualified assets for which no provision for
valuation is made in such statutes are valued in accordance with
rules, regulations or orders prescribed by the SEC. These values
are the same as financial statement carrying values, except for
debt securities classified as available for sale and all marketable
equity securities, which are carried at fair value in the financial
statements but are valued at amortized cost for qualified asset and
deposit maintenance purposes.

B) Pursuant to provisions of the certificates, the 1940 Act, the
central depositary agreement and to requirements of various states,
qualified assets of IDSC were deposited as follows:
<TABLE><CAPTION>

Dec. 31, 1996

Required
Deposits deposits Excess
<S> <C> <C> <C>
Deposits to meet certificate
liability requirements:
States $362 $330 $32
Central Depositary 3,355,041 3,203,076 151,965

Total $3,355,403 $3,203,406 $151,997

<PAGE>
PAGE 52
Notes to Financial Statements (continued)
Dec. 31, 1995

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

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

</TABLE>

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

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

3. Investments in securities

A) Fair values of investments in securities represent market
prices or estimated fair values when quoted prices are not
available. Estimated fair values are determined by IDSC using
established procedures, involving review of market indexes, price
levels of current offerings and comparable issues, price estimates
and market data from independent brokers and financial files. The
procedures are reviewed annually. IDSC's vice president -
investments reports to the board of directors on an annual basis
regarding such pricing sources and procedures to provide assurance
that fair value is being achieved.

The following is a summary of securities held to maturity and
securities available for sale at Dec. 31, 1996 and Dec. 31, 1995.
<TABLE><CAPTION>

Dec. 31, 1996
Gross Gross
Amortized Fair unrealized unrealized
cost value gains losses
<S> <C> <C> <C> <C>
HELD TO MATURITY
U.S. Government and agencies obligations $362 $365 $4 $1
Mortgage-backed securities 38,435 38,834 743 344
Corporate debt securities 266,642 274,235 8,447 854
Stated maturity preferred stock 558,482 576,603 19,513 1,392

$863,921 $890,037 $28,707 $2,591
AVAILABLE FOR SALE
Mortgage-backed securities $1,009,738 $1,021,603 $14,164 $2,299
State and municipal obligations 55,876 57,726 1,850 -
Corporate debt securities 1,000,316 1,008,077 10,808 3,047
Stated maturity preferred stock 52,458 52,139 109 428
Perpetual preferred stock 68,000 68,282 317 35
Common stock 4,366 5,141 775 -

$2,190,754 $2,212,968 $28,023 $5,809
<PAGE>
PAGE 53
Notes to Financial Statements (continued)

Dec. 31, 1995

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

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

$2,363,226 $2,408,491 $48,460 $3,195
</TABLE>

The amortized cost and fair value of securities held to maturity
and available for sale, by contractual maturity, at Dec. 31, 1996,
are shown below. Cash flows will differ from contractual
maturities because issuers may have the right to call or prepay
obligations.

Amortized Fair
cost value

HELD TO MATURITY
Due within 1 year $34,448 $34,948
Due after 1 through 5 years 400,592 414,987
Due after 5 years through 10 years 211,557 217,449
Due after 10 years 178,889 183,819
825,486 851,203
Mortgage-backed securities 38,435 38,834

$863,921 $890,037

AVAILABLE FOR SALE
Due within 1 year $109,402 $109,963
Due after 1 through 5 years 642,863 647,886
Due after 5 years through 10 years 204,675 207,250
Due after 10 years 151,710 152,843

1,108,650 1,117,942

Mortgage-backed securities 1,009,738 1,021,603

Perpetual preferred stock 68,000 68,282
Common stock 4,366 5,141

$2,190,754 $2,212,968

During the years ended Dec. 31, 1996 and 1995, there were no
securities classified as trading securities.

<PAGE>
PAGE 54
Notes to Financial Statements (continued)

The proceeds from sales of available-for-sale securities and the
gross realized gains and gross realized losses on those sales
during the years ended Dec. 31, 1996, 1995 and 1994, were as
follows:

1996 1995 1994

Proceeds $313,976 $83,970 $265,008

Gross realized gains 456 36 363
Gross realized losses 5,836 1,854 10,140

Sales of held-to-maturity securities, due to significant credit
deterioration, during the years ended Dec. 31, 1996, 1995 and 1994,
were as follows:

1996 1995 1994

Amortized cost $22,297 $22,782 $3,158

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

During the year ended Dec. 31, 1996, no securities were
reclassified from held to maturity to available for sale. During
the year ended Dec. 31, 1995, securities with an amortized cost
and fair value of $111,967 and $116,882, respectively, were
reclassified from held to maturity to available for sale. The
reclassification was made on Dec. 4, 1995, as a result of
adopting the FASB Special Report, A Guide to Implementation of
Statement 115 on Accounting for Certain Investments in Debt and
Equity Securities.

B) Investments in securities with fixed maturities comprised 85%
and 90% of IDSC's total invested assets at Dec. 31, 1996 and 1995,
respectively. Securities are rated by Moody's and Standard & Poors
(S&P), or by Parent's internal analysts, using criteria similar to
Moody's and S&P, when a public rating does not exist. A summary of
investments in securities with fixed maturities by rating of
investment is as follows:

Rating 1996 1995

Aaa/AAA 41% 44%
Aa/AA 1 2
Aa/A 1 2
A/A 20 23
A/BBB 6 6
Baa/BBB 24 20
Below investment grade 7 3

100% 100%

<PAGE>
PAGE 55
Notes to Financial Statements (continued)

Of the securities rated Aaa/AAA, 87% at Dec. 31, 1996 and 92% at
Dec. 31, 1995 are U.S. Government Agency mortgage-backed securities
that are not rated by a public rating agency. Approximately 11% at
Dec. 31, 1996 and 1995 of other securities with fixed maturities
are rated by Parent's internal analysts. At Dec. 31, 1996 and 1995
no one issuer, other than U.S. Government Agency mortgage-backed
securities, is greater than 1% of IDSC's total investment in
securities with fixed maturities.

C) IDSC reserves freedom of action with respect to its acquisition
of restricted securities that offer advantageous and desirable
investment opportunities. In a private negotiation, IDSC may
purchase for its portfolio all or part of an issue of restricted
securities. Since IDSC would intend to purchase such securities
for investment and not for distribution, it would not be acting as
a distributor if such securities are resold by IDSC at a later
date.

The fair values of restricted securities are determined by the
board of directors using the procedures and factors described in
note 3A.

In the event IDSC were to be deemed to be a distributor of the
restricted securities, it is possible that IDSC would be required
to bear the costs of registering those securities under the
Securities Act of 1933, although in most cases such costs would be
borne by the issuer of the restricted securities.

4. Investments in first mortgage loans on real estate

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

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

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

At Dec. 31, 1996 and 1995, approximately 6% of IDSC's invested
assets were first mortgage loans on real estate. A summary of
first mortgage loans by region and type of real estate is as
follows:

Region 1996 1995

South Atlantic 22% 22%
East North Central 21 22
West North Central 17 19
Mountain 15 9
Middle Atlantic 14 17
<PAGE>
PAGE 56
Notes to Financial Statements (continued)

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

100% 100%

Property Type 1996 1995

Retail/shopping centers 36% 32%
Apartments 33 39
Industrial buildings 13 12
Office buildings 9 8

Retirement homes - 1

Other 9 8

100% 100%

The carrying amounts and fair values of first mortgage loans on
real estate are as follows at Dec. 31. The fair values are
estimated using discounted cash flow analysis, using market
interest rates currently being offered for loans with similar
maturities.
<TABLE><CAPTION>

Dec. 31, 1996 Dec. 31, 1995
Carrying Fair Carrying Fair
amount value amount value
<S> <C> <C> <C> <C>
First mortgage loans on real estate $219,308 $221,253 $234,005 $248,860
Reserve for losses (611) - (611) -

Net first mortgage loans on real estate $218,697 $221,253 $233,394 $248,860
</TABLE>
At Dec. 31, 1996 and 1995, commitments for fundings of first
mortgage loans, at market interest rates, aggregated $9,300 and
$nil, respectively. IDSC employs policies and procedures to
ensure the creditworthiness of the borrowers and that funds will be
available on the funding date. IDSC's loan fundings are restricted
to 80% or less of the market value of the real estate at the time
of the loan funding. Management believes there is no fair value
for these commitments.

5. Certificate reserves

Reserves maintained on outstanding certificates have been computed
in accordance with the provisions of the certificates and Section
28 of the 1940 Act. The average rates of accumulation on
certificate reserves at Dec. 31, 1996 and 1995 were:
<TABLE><CAPTION>
1996
Average Average
gross additional
Reserve accumulation credit
balance rate rate
<S> <C> <C> <C>
Installment certificates:
Reserves to mature:
With guaranteed rates $32,512 3.50% 1.35%
Without guaranteed rates (A) 311,832 - 2.97
Additional credits and accrued interest 21,931 3.14 -
Advance payments and accrued interest (C) 1,198 3.15 1.70<PAGE>
PAGE 57
Notes to Financial Statements (continued)

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

1995
Average Average
gross additional
Reserve accumulation credit
balance rate rate

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

$3,628,574
</TABLE>
A) There is no minimum rate of accrual on these reserves. Interest
is declared periodically, quarterly or annually, in accordance with
the terms of the separate series of certificates.

B) On certain series of single payment certificates, additional
interest is predeclared for periods greater than one year. At Dec.
31, 1996, $11,989 of retained earnings had been appropriated for
the predeclared additional interest, which represents the
difference between certificate reserves on these series, calculated
on a statutory basis, and the reserves maintained per books.

C) Certain series of installment certificates guarantee accrual of
interest on advance payments at an average of 3.15%. IDSC has
increased the rate of accrual to 4.85% through April 30, 1998. An
appropriation of retained earnings amounting to $50 has been made,
which represents the estimated additional accrual that will result
from the increase granted by IDSC.

D) IDS Stock Market Certificate enables the certificate owner to
participate in any relative rise in a major stock market index
without risking loss of principal. Generally the certificate has a
term of 12 months and may continue for up to 14 successive terms.
The reserve balance at Dec. 31, 1996 and 1995 was $309,570 and
$211,093, respectively.

E) The carrying amounts and fair values of certificate reserves
consisted of the following at Dec. 31, 1996 and 1995. Fair values
of certificate reserves with interest rate terms of one year or
less approximated the carrying values less any applicable surrender
charges.

<PAGE>
PAGE 58
Notes to Financial Statements (continued)

The fair values for other certificate reserves are determined by a
discounted cash flow analysis using interest rates currently
offered for certificates with similar remaining terms, less
any applicable surrender charges.
<TABLE><CAPTION>

1996 1995
Carrying Fair Carrying Fair
amount value amount value
<S> <C> <C> <C> <C>
Reserves with terms of one year or less $2,637,144 $2,635,835 $2,900,947 $2,899,542
Other 646,047 630,141 727,627 765,110

Total certificate reserves 3,283,191 3,265,976 3,628,574 3,664,652
Unapplied certificate transactions 1,217 1,217 1,545 1,545
Certificate loans and accrued interest (43,980) (43,980) (51,707) (51,707)

Total $3,240,428 $3,223,213 $3,578,412 $3,614,490
</TABLE>

6. Dividend restriction

Certain series of installment certificates outstanding provide that
cash dividends may be paid by IDSC only in calendar years for which
additional credits of at least one-half of 1% on such series of
certificates have been authorized by IDSC. This restriction has
been removed for 1997 and 1998 by IDSC's declaration of additional
credits in excess of this requirement.

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

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

The investment advisory and services agreement with Parent provides
for a graduated scale of fees equal on an annual basis to 0.75% on
the first $250 million of total book value of assets of IDSC, 0.65%
on the next $250 million, 0.55% on the next $250 million, 0.50% on
the next $250 million and 0.45% on the amount in excess of $1
billion. The fee is payable monthly in an amount equal to
one-twelfth of each of the percentages set forth above. Excluded
from assets for purposes of this computation are first mortgage
loans, real estate and any other asset on which IDSC pays an
outside service fee.

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

Fees payable to American Express Financial Advisors Inc. on sales
of IDSC's certificates are based upon terms of agreements giving
American Express Financial Advisors Inc. the exclusive right to
distribute the certificates covered under the agreements. The
agreements provide for payment of fees over a period of time. The
aggregate fees payable under the agreements per $1,000 face amount
of installment certificates and $1,000 purchase price of single
payments, and a summary of the periods over which the fees are
payable, shown by series are: <PAGE>
PAGE 59
<TABLE><CAPTION>

Number of
certificate
years over
Aggregate fees payable which
subsequent
First Subsequent years' fees
Total year years are payable
<S> <C> <C> <C> <C>
Installment certificates(a) $30.00 $6.00 $24.00 4
Single-payment certificates 60.00 60.00 - -
Future Value certificates 50.00 50.00 - -
</TABLE>

(a) At the end of the sixth through the 10th year, an additional
fee is payable of 0.5% of the daily average balance of the
certificate reserve maintained during the sixth through the 10th
year, respectively.

Fees on Cash Reserve and Flexible Savings certificates are paid at
a rate of 0.25% of the purchase price at the time of issuance and
0.25% of the reserves maintained for these certificates at the
beginning of the second and subsequent quarters from issue date.

Fees on the Investors Certificate are paid at an annualized rate of
1% of the reserves maintained for the certificates. Fees are paid
at the end of each term on certificates with a one, two or
three-month term. Fees are paid each quarter from date of issuance
on certificates with a six, 12, 24 or 36-month term.

Fees on the Preferred Investors Certificate are paid at an
annualized rate of 0.66% of the reserves maintained for the
certificates. Fees are paid at the end of each term on
certificates with a one, two or three-month term. Fees are paid
each quarter from date of issuance on certificates with a six, 12,
24 or 36-month term.

Fees on the Stock Market Certificate are paid at a rate of 1.25% of
the purchase price on the first day of the certificate's term and
1.25% of the reserves maintained for these certificates at the
beginning of each subsequent term.

C) The basis of computing depositary fees paid or payable to
American Express Trust Company (an affiliate) is:

<TABLE><CAPTION>
<S> <C>
Maintenance charge per account 5 cents per $1,000 of assets on deposit

Transaction charge $20 per transaction

Security loan activity:
Depositary Trust Company
receive/deliver $20 per transaction
Physical receive/deliver $25 per transaction
Exchange collateral $15 per transaction
</TABLE>
A transaction consists of the receipt or withdrawal of securities
and commercial paper and/or a change in the security position. The
charges are payable quarterly except for maintenance, which is an
annual fee. <PAGE>
PAGE 60
Notes to Financial Statements (continued)

D) The basis for computing fees paid or payable to American
Express Bank Ltd. (an affiliate) for the distribution of the IDS
Special Deposits certificate on an annualized basis is:

1.25% of the reserves maintained for the certificates on an amount
from $100,000 to $249,000, 0.80% on an amount from $250,000 to
$499,000, 0.65% on an amount from $500,000 to $999,000 and 0.50% on
an amount $1,000,000 or more. Fees are paid at the end of each
term on certificates with a one, two or three-month term. Fees are
paid at the end of each quarter from date of issuance on
certificates with a six, 12, 24 or 36-month term.

8. Income taxes

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

1996 1995 1994

Federal:
Current ($5,560) ($6,285) ($8,743)
Deferred (1,124) (2,652) 3,933
(6,684) (8,937) (4,810)
State 27 (43) 100

Total tax benefit ($6,657) ($8,980) ($4,710)

Income tax expense (benefit) differs from that computed by using
the U.S. Statutory rate of 35%. The principal causes of the
difference in each year are shown below:
<TABLE><CAPTION>

1996 1995 1994
<S> <C> <C> <C>

Federal tax expense at U.S. statutory rate $5,711 $6,307 $12,642
Tax-exempt interest (1,517) (3,339) (4,205)
Dividend exclusion (10,865) (12,166) (13,862)
Other, net (13) 261 615

Federal tax benefit ($6,684) ($8,937) ($4,810)
</TABLE>
Deferred income taxes result from the net tax effects of temporary
differences. Temporary differences are differences between the tax
bases of assets and liabilities and their reported amounts in the
financial statements that will result in differences between income
for tax purposes and income for financial statement purposes in
future years. Principal components of IDSC's deferred tax assets
and liabilities as of Dec. 31, are as follows.

<PAGE>
PAGE 61
Notes to Financial Statements (continued)

Deferred tax assets: 1996 1995

Certificate reserves $13,028 $10,312
Investment reserves 540 843
Investments - 348
Other, net 19 -

Total deferred tax assets $13,587 $11,503

Deferred tax liabilities: 1996 1995

Deferred distribution fees $8,934 $9,900
Investment unrealized gains 7,775 15,843
Purchased/written call options 3,429 1,623
Dividends receivable 745 892
Investments 714 -
Return of capital dividends 87 305
Other, net - 229

Total deferred tax liabilities 21,684 28,792

Net deferred tax liabilities $8,097 $17,289

9. Derivative financial instruments

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

Market risk is the possibility that the value of the derivative
financial instrument will change due to fluctuations in a factor
from which the instrument derives its value, primarily an interest
rate or a major market index. IDSC is not impacted by market risk
related to derivatives held because derivatives are largely used to
manage risk and, therefore, the cash flows and income effects of
the derivatives are inverse to the effects of the underlying hedged
transactions.

Credit exposure is the possibility that the counterparty will not
fulfill the terms of the contract. IDSC monitors credit exposure
related to derivative financial instruments through established
approval procedures, including setting concentration limits by
counterparty, reviewing credit ratings and requiring collateral
where appropriate. At Dec. 31, 1996, IDSC's counterparties to the
interest rate corridors are rated AA or better by nationally
recognized rating agencies. The counterparties to the call options
are seven major broker/dealers.

The notional or contract amount of a derivative financial
instrument is generally used to calculate the cash flows that are
received or paid over the life of the agreement. Notional amounts
do not represent market risk or credit exposure and are not
recorded on the balance sheet. <PAGE>
PAGE 62
Notes to Financial Statements (continued)

Credit exposure related to derivative financial instruments is
measured by the replacement cost of those contracts at the balance
sheet date. The replacement cost represents the fair value
of the instrument, and is determined by market values, dealer
quotes or pricing models.

IDSC's holdings of derivative financial instruments were as follows
at Dec. 31, 1996 and 1995.
<TABLE><CAPTION>
1996
Notional Total
or contract Carrying Fair credit
amount value value exposure
<S> <C> <C> <C> <C>
Assets:
Interest rate corridors $200,000 $- $188 $188
Purchased call options 242,243 36,164 34,987 34,987
Total $442,243 $36,164 $35,175 $35,175

Liabilities:
Written call options $225,386 $9,552 $17,571 $-

1995
Notional Total
or contract Carrying Fair credit
amount value value exposure

Assets:
Interest rate caps and corridors $970,000 $3,362 $2,128 $2,128
Purchased call options 152,406 27,138 24,161 24,161
Total $1,122,406 $30,500 $26,289 $26,289

Liabilities:
Written call options $141,782 $9,333 $10,394 $-
</TABLE>
The fair values of derivative financial instruments are based on
market values, dealer quotes or pricing models. The interest rate
corridors expire in Jan. and Feb. of 1997. The options expire
throughout 1997.

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

The interest rate caps/corridors are reset quarterly and IDSC earns
interest on the notional amount to the extent the London Interbank
Offering Rate exceeds the reference rates specified in the
cap/corridor agreements. These reference rates ranged from 4% to
9%. The cost of interest rate caps/corridors is amortized over the
terms of the agreements on a straight line basis and is included in
other qualified assets. The amortization, net of any interest
earned, is included in investment expenses.

IDSC offers a series of certificates which pay interest based upon
the relative change in a major stock market index between the
beginning and end of the certificates' term. The certificate
owners have the option of participating in the full amount of
increase in the index during the term (subject to a specified
maximum) or a lesser percentage of the increase plus a guaranteed
minimum rate of interest. As a means of hedging its obligations
under the provisions of these certificates, IDSC purchases and<PAGE>
PAGE 63
Notes to Financial Statements (continued)

writes call options on the major market index. The options are
cash settlement options, that is, there is no underlying security
to deliver at the time the contract is closed out.

The option contracts are less than one year in term. The premiums
paid or received on these index options are reported in other
qualified assets or other liabilities, as appropriate, and are
amortized into investment expense over the life of the option. The
intrinsic value of these index options is also reported in other
qualified assets or other liabilities, as appropriate. The
unrealized gains and losses related to the changes in the intrinsic
value of these options are recognized currently in provision for
certificate reserves.

Following is a summary of open option contracts at Dec. 31, 1996
and 1995.

1996
Face Average Index at
amount strike price Dec.31,1996

Purchased call options $242,243 669 741
Written call options 225,386 736 741

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

Purchased call options $152,406 539 616
Written call options 141,782 601 616

10. Fair values of financial instruments

IDSC discloses fair value information for most on- and off-balance
sheet financial instruments for which it is practicable to estimate
that value. The fair value of the financial instruments presented
may not be indicative of their future fair values. The estimated
fair value of certain financial instruments such as cash and cash
equivalents, receivables for dividends and interest, investment
securities sold and other trade receivables, accounts payable due
to Parent and affiliates, payable for investment securities
purchased and other accounts payable and accrued expenses are
approximated to be the carrying amounts disclosed in the balance
sheets. Non-financial instruments, such as deferred distribution
fees, are excluded from required disclosure. IDSC's off-balance
sheet intangible assets, such as IDSC's name and future earnings of
the core business are also excluded. IDSC's management believes
the value of these excluded assets is significant. The fair value
of IDSC, therefore, cannot be estimated by aggregating the amounts
presented.

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PAGE 64
A summary of fair values of financial instruments as of Dec. 31, is
as follows:
<TABLE><CAPTION>

1996 1995

Carrying Fair Carrying Fair
value value value value
<S> <C> <C> <C> <C>

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

</TABLE>
<PAGE>
PAGE 65

American Express Investors Certificate
(for selected investors)

Prospectus
April 30, 1997

Provides high fixed rates with Capital preservation.

American Express Investors Certificates are issued by IDS
Certificate Company (the Issuer or IDSC). The American Express
Investors Certificate is a security purchased with a single
investment. You may purchase this certificate by selecting a term
of one, two, three, six, 12, 24 or 36 months, and an initial
investment of at least $100,000 but not more than $5 million
(unless you receive prior authorization from the Issuer to invest
more), exclusive of interest. However, this prospectus is designed
for selected persons who, with authorization of the Issuer, plan to
invest at least $50 million in certain combinations of these
certificates. Unless you plan to invest at least $50 million in
total, with at least $5 million (exclusive of interest) for a term
of 12 months or longer, you should discuss with your relationship
manager whether this is the right prospectus for you. Your
principal and interest are guaranteed by the Issuer. The Issuer
guarantees a fixed rate of interest depending upon the term you
select. 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."

This prospectus describes terms and conditions of your American
Express Investors 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
American Express Investors Certificate as described in the
prospectus, or to bind the Issuer by any statement not in it.
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PAGE 66
IDS CERTIFICATE COMPANY IS NOT A BANK OR FINANCIAL INSTITUTION, AND
THE SECURITIES IT OFFERS ARE NOT DEPOSITS OR OBLIGATIONS OF, BACKED
OR GUARANTEED OR ENDORSED BY ANY BANK OR FINANCIAL INSTITUTION NOR
ARE THEY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

Issuer:
IDS Certificate Company
Unit 557
IDS Tower 10
Minneapolis, MN 55440-0010

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

Selling Agents:
American Express Bank International
American Express Tower
World Financial Center
New York, NY 10285-2300

Coutts & Co (USA) International
421 North Rodeo Drive
Penthouse 1
Beverly Hills, CA 90210-4539
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PAGE 67
Where to get information about the Issuer

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

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

Actual
Simple Compound Effective
Interest Yield for Annualized
Term Rate* the Term** Yield***

1 month 4.188% 4.188% 4.269%
2 month 4.181 4.188 4.262
3 month 4.359 4.375 4.447
6 month 4.520 4.563 4.615
12 month 4.769 4.875 4.875
24 month 4.951 5.065 5.065
36 month 4.951 5.065 5.065

* These are the rates for investments of $100,000. Rates may
depend on factors described in "Rates for new purchases" under
"About the certificate."
** Assuming monthly compounding for the number of months in the
term and a $100,000 purchase.
*** Assuming monthly compounding for 12 months and a $100,000
purchase.
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PAGE 68
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 the Issuer and may also differ from the rates shown here.

The Issuer reserves the right to issue other securities with
different terms.
<PAGE>
PAGE 69
Contents

Table of contents

Tax treatment of your investment
Withholding taxes p
Estate tax p
Trusts p

How your money is used and protected
Invested and guaranteed by the Issuer 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
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PAGE 70
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 71
About the certificate

Investment amounts and terms

You may purchase the American Express Investors Certificate with an
initial payment of at least $100,000 payable in U.S. currency.
Unless you receive prior authorization, your total amount paid in
any one or more certificates, in the aggregate over the life of the
certificates, less withdrawals, cannot exceed $5 million. Unless
you plan to invest at least $50 million in total, with at least $5
million (exclusive of interest) for a term of 12 months or longer,
you should discuss with your relationship manager whether this is
the right prospectus for you.

Face amount and principal

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 "Full and
partial withdrawals."

For example: Assume your initial investment (face amount) of
$500,000 earned $7,500 of interest during the term. You have not
taken any interest as cash or made any withdrawals. You have
invested an additional $250,000 prior to the beginning of the next
term. Your principal for the next term will equal:
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PAGE 72
$500,000 Face amount (initial investment)
plus 7,500 Interest credited to your account
minus (0) Interest paid to you in cash
plus 250,000 Additional investment to your certificate
minus (0) Withdrawals and applicable penalties or fees
$757,500 Principal at the beginning of the next term.