IDS CERTIFICATE CO /MN/
POS AM, 1998-03-17
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                            SECURITIES AND EXCHANGE COMMISSION

                                     WASHINGTON, D.C.

                                         FORM S-1

                          POST-EFFECTIVE AMENDMENT NUMBER 42 TO

                          REGISTRATION STATEMENT NUMBER 2-55252

                            SERIES D-1 INVESTMENT CERTIFICATE

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

                                          UNDER

                                THE SECURITIES ACT OF 1933

                                 IDS CERTIFICATE COMPANY

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

                                         DELAWARE

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              (State or other jurisdiction of incorporation or organization)

                                           6725

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                 (Primary Standard Industrial Classification Code Number)

                                        41-6009975

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                           (I.R.S. Employer Identification No.)

                   IDS Tower 10, Minneapolis, MN 55440, (612) 671-3131

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 (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)

<PAGE>

IDS Series D-1 Investment Certificate

   
Prospectus/April 29, 1998
    

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

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

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

The Series D-1  certificate  matures 20 years from its issue date.  Its value at
maturity will be equal to total contributions made plus interest earned and less
any withdrawals (i.e. surrenders) (page --).

As is the case with other investment  companies,  these securities have not been
approved or disapproved  by the Securities and Exchange  Commission or any state
securities  commission  nor has the  Securities  and Exchange  Commission or any
state  securities  commission  passed  upon the  accuracy  or  adequacy  of this
prospectus. Any representation to the contrary is a criminal offense.

This  certificate  is  backed by  IDSC's  investments  on  deposit  rather  than
guaranteed  or insured by the  government  or someone  else.  See  "Invested and
guaranteed by IDSC" and "Regulated by government"  under "How your money is used
and protected."

The prospectus  gives you facts about the Series D-1  certificate  and describes
its terms and  conditions.  You should read it to decide if this  certificate is
the right  investment for you. Keep it with your  investment  records for future
reference.

IDS Certificate Company
IDS Tower 10
Minneapolis, MN  55440-0010
800-437-3463
800-846-4293 (TTY)
An American Express company

<PAGE>

   
Annual Interest Rates as of April 29, 1998
    

- --------------------------------------------------------------------------------
Simple                                Compound
Interest                              Effective
Rate                                  Yield

- ----%                                 ----%
- --------------------------------------------------------------------------------

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

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

AVAILABLE INFORMATION ABOUT IDSC

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

Northeast Regional Office
7 World Trade Center

Suite 1300
New York, NY  10048

Midwest Regional Office
Northwestern Atrium Center
500 West Madison St.

Suite 1400
Chicago, IL  60661

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

You can obtain  copies  from the Public  Reference  Section of the SEC,  450 5th
Street, N.W., Washington, D.C. 20549 at prescribed rates.

We are not responsible for any information about IDSC except for the information
in this prospectus, including any supplements, in any reports filed with the SEC
or in any supplemental  sales material we have authorized for use in the sale of
this certificate.

<PAGE>

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

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

SUMMARY OF CONTENTS

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

About the Series D-1 Investment Certificate

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

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

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

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

Using the Series D-1 Investment Certificate

Contributions  to the Certificate - Instructions to Plan  participants on how to
direct  contributions  to the Series D-1 certificate may be obtained through the
appropriate Plan Administrator or, for IRAs, from your financial advisor or your
local  American  Express  Financial  Advisors  office or by writing to  American
Express Financial Advisors Inc., IDS Tower 10,

Minneapolis,  MN  55440-0534  or  by  calling  1-800-437-3463.  The  Series  D-1
certificate  is offered only to eligible  participants  in  connection  with the
American Express Retirement Plan, the CDRP, the IDS DVP Retirement Plan, the IDS
DVP Savings Plan, the IDS Mutual Funds Profit Sharing Plan,  IRAs of persons who
retire as full-time AEFC employees,  financial advisors or district managers and
to affiliated companies of IDSC (page --).

Other IRAs or 401(k) Plan Accounts and Other Qualified  Retirement Accounts When
a  participant  takes a  qualifying  distribution  from a plan  qualified  under
Internal  Revenue Code 401(a),  the  participant's  Series D-1 certificate  plan
account may be rolled

<PAGE>

over into an IRA or other  qualified  retirement plan account where allowed by a
Plan  (page --).  The Career  Distributors'  Retirement  Plan is a  nonqualified
deferred compensation plan.

Receiving  Cash - A participant  in a Plan (other than CDRP) or an IRA owner may
receive  cash after  taking an "in kind"  distribution  of his or her Series D-1
certificate  plan  account or IRA,  subject to federal tax laws and the terms of
the payout options (page --).

At Maturity - If the Series D-1 certificate is held to maturity following an "in
kind" distribution,  a check for the principal will be sent. Payout options also
are available (page --).

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

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

Income and Taxes

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

How your money is used and protected

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

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

Backed by our  investments - Our  investments,  mostly debt  securities,  are on
deposit (page --).

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

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

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

Investment  management  and services - AEFC acts as  investment  advisor for our
certificates.  The  Investment  Advisory and Services  Agreement  governs AEFC's
transactions  on our  behalf  and the fees we pay AEFC for  investment  advisory
services.

There is no distribution fee charged (page --).

<PAGE>

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

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

ABOUT THE SERIES D-1 INVESTMENT CERTIFICATE

Investment Amounts and Interest Rates

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

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

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

Palm Beach, FL 33408.

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

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

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

<PAGE>

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

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

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

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

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

Certificate

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

Value at Maturity Will Exceed Face-Amount

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

Earning Interest

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

USING THE SERIES D-1 INVESTMENT CERTIFICATE

Contributions to the Series D-1 Investment Certificate

A contribution will be made to the Series D-1 Certificate by the Plan sponsor as
directed by the participant.  Instructions to Plan participants on how to direct
Plan contributions to

<PAGE>

a  Series  D-1   certificate   may  be  obtained  from  the   appropriate   Plan
Administrator.  The amount of  contributions  made on behalf of a participant or
AEFC will be limited by the terms of the Plan and applicable tax laws.

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

The Series D-1  certificate  is offered  only in  connection  with the  American
Express  Retirement  Plan, the CDRP,  the IDS DVP  Retirement  Plan, the IDS DVP
Savings Plan,  the IDS Mutual Funds Profit Sharing Plan, and the IRAs of persons
who retire as full-time  employees,  financial  advisors or district managers of
AEFC, its subsidiary companies,  and the IDS MUTUAL FUND GROUP and to affiliated
companies  of IDSC.  These  Plans  are for the  exclusive  benefit  of  eligible
employees and financial  advisors of AEFC and its  subsidiary  companies and the
IDS MUTUAL FUND GROUP.  Any Series D-1  certificate  issued will be owned by and
issued in the name of the trustee or  custodian of the IRA or Plan except that a
certificate issued in conjunction with CDRP will be issued in the name of AEFC.

Participating employees and advisors have a beneficial interest in or related to
the applicable Series D-1 certificates but are not the direct owners.  The terms
of a Plan, as interpreted by the applicable Plan trustee, or AEFC in the case of
CDRP, will determine how a  participant's  individual  account is  administered.
These  terms will  likely  differ in some  aspects  from those of the Series D-1
certificate. The custodian or trustee may change the ownership of any Series D-1
certificate  issued to a participant  in a Plan in connection  with an "in kind"
distribution  of benefits from a Plan as described  below.  Any new custodian or
trustee,  including any IRA custodian,  will be responsible for contacting us to
change ownership.

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

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

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


<PAGE>


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

Receiving Cash

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

Federal Tax Limitations - The following  briefly  discusses  certain federal tax
limitations on a participant's ability to take "in kind" distributions.  You may
wish to consult your tax adviser or your local American Express Tax and Business
Services tax professional, where available, for further information.

If a Series  D-1  certificate  is  distributed  to the  beneficial  owner by the
trustee or custodian of a plan  qualified  under Section  401(a) of the Internal
Revenue Code of 1986 then,  unless otherwise elected by the trustee or custodian
on a form satisfactory to IDSC:

1)      the maturity date will be no later than the end of the taxable year in
        which the later of the following occurs:

             a) the beneficial owner attains age 70 1/2; or

             b) distribution of the Series D-1 certificate is made to the
                beneficial owner; and

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

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

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

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

        `No  election(s)  can be made that will require IDSC to make any payment
        later than 30 years from the date elected; and make any term or periodic
        interest payment of less than $50.


<PAGE>


        `After the date of the  elected  payout  option,  the owner may elect to
        receive all or part of the balance left under a payout  option.  If done
        only in part, the balance may be left under the elected option.

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

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

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

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

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

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

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

At Maturity

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


<PAGE>



Transferring Series D-1 Investment Certificate Ownership

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

Giving Us Instructions

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

Proper written notice must:

`be addressed to our home office,

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

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

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

To give us instructions by telephone, call the Client Service Organization at
the telephone numbers listed on the back cover between 8 a.m. and 6 p.m. your
local time.

INCOME AND TAXES

Tax Treatment of This Investment

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

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

Withholding Taxes

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

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


<PAGE>


How your money is used and protected

Invested and guaranteed by IDSC

   
The IDS Series D-1  Certificate is issued and guaranteed by IDSC, a wholly owned
subsidiary of AEFC. We are by far the largest issuer of face amount certificates
in the United  States,  with total  assets of more than $4.0  billion  and a net
worth in excess of $239 million on Dec. 31, 1997.
    

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:

     interest to certificate owners, and

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

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

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

Regulated by government

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

   
The federal  Investment  Company Act of 1940 requires us to keep  investments on
deposit in a  segregated  custodial  account to protect  all of our  outstanding
certificates.  These  investments  back the  entire  value  of your  certificate
account.  Their  amortized  cost must exceed the required  carrying value of the
outstanding  certificates  by at  least  $250,000.  As of  Dec.  31,  1997,  the
amortized cost of these investments  exceeded the required carrying value of our
outstanding certificates by more than $176 million.
    

Backed by our investments

Our investments are varied and of high quality. This was the composition of our
portfolio as of Dec. 31, 1997:

   
43%     corporate and other bonds
34      government agency bonds
17      preferred stocks
 5      mortgages
 1      municipal bonds
    

<PAGE>



   
As of Dec. 31, 1997, about 91% of our securities  portfolio (bonds and preferred
stocks)  is  rated  investment  grade.  For  additional   information  regarding
securities ratings, please refer to Note 3B in the Financial Statements.
    

Most of our  investments  are on deposit with  American  Express  Trust  Company
(formerly IDS Trust Company),  Minneapolis,  although we also maintain  separate
deposits as required by certain  states.  American  Express  Trust  Company is a
wholly  owned  subsidiary  of AEFC.  Copies of our Dec.  31,  1997  schedule  of
Investments  in Securities of  Unaffiliated  Issuers are available upon request.
For  comments   regarding  the   valuation,   carrying   values  and  unrealized
appreciation  (depreciation) of investment  securities,  see Notes 1, 2 and 3 to
the Financial Statements.

Investment policies

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

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

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


As of Dec. 31, 1997, IDSC held about 9% of its investment portfolio (including
bonds, preferred stocks and mortgages) in investments rated below investment
grade.
    
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.

<PAGE>

   
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. We expect that investments in real estate, either
directly  or through a  subsidiary  of IDSC,  will be less than five  percent of
IDSC's assets.

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.  We
expect that  outstanding  securities loans will not exceed 10 percent of IDSC's
assets.

When-issued  securities  --  Most of our  investments  in  debt  securities  are
purchased on a when-issued or similar  basis.  It may take as long as 45 days or
more before these securities are issued and delivered to us. We generally do not
pay for these  securities  or start  earning  on them  until  delivery.  We have
established  procedures  to ensure that  sufficient  cash is  available  to meet
when-issued commitments. When-issued  securities are subject to market
fluctuations  and they may affect IDSC's investment portfolio the same as owned
securities.

     Financials transactions including hedges -- We buy or sell various types of
options  contracts for hedging purposes or as a trading  technique to facilitate
securities  purchases  or  sales.  We may buy  interest  rate  caps for  hedging
purposes.  These pay us a return if interest rates rise above a specified level.
If interest rates do not rise above a specified level, the interest rate caps do
not pay us a return. IDSC may enter into other financial transactions, including
futures and other  derivatives,  for the purpose of managing the  interest  rate
exposures  associated  with  IDSC's  assets  or  liabilities.   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.  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

<PAGE>

board and consider  relevant  factors such as the nature of the security and the
number of likely buyers when determining whether a security is illiquid. No more
than 15% of IDSC's  investment  portfolio  will be held in  securities  that are
illiquid.  In valuing its investment portfolio to determine this 15% limit, IDSC
will use  statutory  accounting  under an SEC order.  This means that,  for this
purpose,  the portfolio will be valued in accordance with  applicable  Minnesota
law governing  investments  of life insurance  companies,  rather than generally
accepted accounting principles.

Restrictions:  There are no restrictions on concentration of investments in any
particular industry or group of industries or on rates of portfolio turnover.
       

How your money is managed

Relationship between IDSC and American Express Financial Corporation

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

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

   
During  its many  years in  operation,  AEFC has  become a  leading  manager  of
investments  in mortgages  and  securities.  As of Dec.  31, 1997,  AEFC managed
investments,  including  its own, of more than $173  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  8,500  financial
advisors.  American Express Financial  Advisors' financial planning services are
comprehensive,  beginning with a detailed  written  analysis  that's tailored to
your needs.  Your analysis may address one or all of these six essential  areas:
financial  position,   protection  planning,  investment  planning,  income  tax
planning, retirement planning and estate planning.
    

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

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

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

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

<PAGE>

Capital structure and certificates issued

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

   
For  fiscal  year  ended  Dec.  31,  1997,  IDSC had  issued  (in  face  amount)
$165,818,152 of installment  certificates and  $1,470,915,530  of single payment
certificates.   As  of  Dec.  31,  1997,   IDSC  had  issued  (in  face  amount)
$13,493,767,867  of  installment  certificates  and  $17,259,360,607  of  single
payment certificates since its inception in 1941.
    

Investment management and services

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

o      providing investment research;
o      making specific investment recommendations; and

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

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

   
For its  services,  we pay AEFC a monthly  fee,  equal on an  annual  basis to a
percentage  of the  total  book  value  of  certain  assets  (included  assets).
Effective Jan. 1, 1998, the fee on any amount over $1 billion was changed from
0.450% to 0.107%.
    

Advisory and services fee computation:

                                      Percentage of total
   
Included assets                       book value
First $250 million                       0.750%
Next 250 million                         0.650
Next 250 million                         0.550
Next 250 million                         0.500
Any amount over 1 billion                0.107

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

Advisory and services fees for the past three years were:
   
                                      Percentage of
Year           Total fees             included assets
1997           $17,232,602            0.50%
1996            16,989,093            0.50%
1995            16,472,458            0.50%

Estimated advisory and services fees for 1998 are $9,361,000.
    

<PAGE>

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

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

Distribution

Under a Distribution  Agreement with American Express Financial Advisors Inc. we
pay an annual fee of $100 for the distribution of this certificate.

This fee is not assessed to your certificate account.

Transfer Agent

   
Under a Transfer Agency Agreement,  American Express Client Service  Corporation
(AECSC), a wholly-owned subsidiary of AEFC, maintains certificate owner accounts
and  records.  IDSC pays  AECSC a monthly fee of one-twelfth  of  $10.353  per
certificate owner account for this service.
    

Employment of other American Express affiliates

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

o       we receive  prices and executions at least as favorable as those offered
        by qualified independent brokers performing similar services;

o       the affiliate charges us commissions consistent with those charged to
        comparable unaffiliated customers for similar transactions; and

o       the  affiliate's  employment is consistent with the terms of the current
        Investment Advisory and Services Agreement and federal securities laws.

Directors and officers

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

   
We paid a total of $38,000 during 1997 to directors not employed by AEFC.
    

<PAGE>

Board of directors

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

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

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

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

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

Chairman of the board of directors  since 1996.  Director of IDS Life  Insurance
Company since 1984;  president since 1994. Executive vice president of marketing
and  products  of AEFC from 1988 to 1994.  Senior vice  president  of AEFC since
1994. Director of IDS Life Series Fund, Inc. and member of the board of managers
of IDS Life Variable Annuity Funds A and B.

Edward Landes

Born in 1919. Director since 1984.

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

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

Former senior vice president - Science and Technology with General Mills, Inc.
Employed with General Mills, Inc. since 1968. Retired 1988.

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

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

Harrison Randolph
Born in 1916. Director since 1968.

Engineering, manufacturing and management consultant since 1978.

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

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


<PAGE>

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

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

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

Executive officers

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

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

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

Lorraine R. Hart

Born in 1951. Vice president-investments since 1994.

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

Jay C. Hatlestad

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

Bruce A. Kohn

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

F. Dale Simmons

Born in 1937.  Vice  president - real estate loan  management  since 1993.  Vice
president  of AEFC since  1992.  Senior  portfolio  manager of AEFC since  1989.
Assistant vice president from 1987 to 1992.

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

IDSC  has  provisions  in its  bylaws  relating  to the  indemnification  of its
officers and  directors  against  liability,  as  permitted  by law.  Insofar as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to directors,  officers or persons controlling the registrant pursuant
to the  foregoing  provisions,  the  registrant  has been  informed  that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Act and is therefore unenforceable.


<PAGE>

   
Independent auditors
    

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

Ernst & Young, LLP,  Minneapolis,  has audited the financial statements for each
of the years in the three-year  period ended Dec. 31, 1997. These statements are
included  in this  prospectus.  Ernst &  Young,  LLP,  is also the  auditor  for
American Express, the parent company of AEFC and IDSC.


<PAGE>

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>

Quick telephone reference

Client Service Organization/Transaction Line
Withdrawals, transfers, inquiries

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

TTY Service
For the hearing impaired

800-846-4293

American Express Easy Access Line

Account  value,   cash  transactions   information,   current  rate  information
(automated response, Touchtone(R) phones only)

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

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

Distributed by American Express Financial Advisors Inc.

<PAGE>

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,                               1997      1996      1995      1994      1993

                                                                  ($ thousands)

Statement of Operations Data:

<S>                                          <C>       <C>       <C>       <C>       <C>
Investment income                             $258,232  $251,481  $256,913  $207,975  $236,859
Investment expenses                             70,137    62,851    62,817    58,690    65,404

Net investment income before provision for
  certificate reserves and income tax benefit  188,095   188,630   194,096   149,285   171,455
Net provision for certificate reserves         165,136   171,968   176,407   107,288   123,516

Net investment income before income
  tax benefit                                   22,959    16,662    17,689    41,997    47,939
Income tax benefit                               3,682     6,537     9,097     2,663     3,365

Net investment income                           26,641    23,199    26,786    44,660    51,304

Realized gain (loss) on investments - net:

Securities of unaffiliated issuers                 980      (444)      452    (7,514)   (9,870)
Other - unaffiliated                                -        101      (120)    1,638      (418)

Net realized gain (loss) on investments
  before income taxes                              980      (343)      332    (5,876)  (10,288)
Income tax (expense) benefit                      (343)      120      (117)    2,047     4,617

Net realized gain (loss) on investments            637      (223)      215    (3,829)   (5,671)
Net income - wholly owned subsidiary               328     1,251       373       241       120

Net income                                     $27,606   $24,227   $27,374   $41,072   $45,753


Cash dividends declared                            $-    $65,000       $-    $40,200   $64,500

Balance Sheet Data:

Total assets                               $4,053,648 $3,563,234 $3,912,131 $3,040,857 $2,951,405
Certificate loans                              37,098     43,509     51,147     58,203     67,429
Certificate reserves                        3,724,978  3,283,191  3,628,574  2,887,405  2,777,451
Stockholder's equity                          239,510    194,550    250,307    141,852    161,138


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

<PAGE>

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 year 1997, total assets and certificate  reserves  increased due
to certificate sales exceeding certificate maturities and surrenders. The excess
of certificate  sales over maturities and surrenders  resulted  primarily from a
special  introductory  offer  of the  7-  and  13-month  term  Flexible  Savings
certificate.  The increase in total assets in 1997 reflects also, an increase of
$27 million in net unrealized  appreciation on investment  securities classified
as available for sale.

     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.

1997 Compared to 1996:

     Gross  investment  income  increased 2.7% due primarily to a higher average
balance of invested assets.

     Investment  expenses increased 12% in 1997. The increase resulted primarily
from higher  amortization  of premiums  paid for index  options of $4.4 million,
higher distribution fees of $1.8 million and $3.2 million of interest expense on
reverse repurchase and interest rate swap agreements entered into in 1997. These
higher  expenses were  partially  offset by $2.3 million lower  amortization  of
premiums paid for interest rate caps,  corridors and floors due primarily to the
expiration of the cap and corridor agreements in 1996 and early 1997.

     Net provision for certificate  reserves decreased 4.0% due primarily to the
net of lower accrual rates and a higher average balance of certificate  reserves
during 1997.

     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.

<PAGE>

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.

     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.

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.

     Certificate  sales  remained  strong in 1997  reflecting  clients'  ongoing
desire for safety of principal.  Sales of  certificates  totaled $1.5 billion in
1997  compared  to $1.0  billion in 1996 and $1.8  billion  in 1995.  The higher
certificate  sales  in  1997  over  1996  resulted   primarily  from  a  special
introductory   promotion  of  IDSC's  7-  and  13-month  term  Flexible  Savings
certificate  which  produced  sales of $238 million.  Certificate  sales in 1997
benefited also, from higher sales of the Preferred Investors certificate of $113
million  and sales of the  Special  Deposits  certificate  of $85  million.  The
Preferred  Investors  certificate  was first  offered for sale early in the last
quarter of 1996. The Special Deposits  certificate was first offered for sale to
private banking  clients of American  Express Bank Ltd. in Hong Kong late in the
third  quarter  of 1997.  Certificate  sales in 1995  benefited  from a  special
introductory  promotion of IDSC's  11-month  term Flexible  Savings  certificate
which produced sales of $562 million.

     The  special  promotion  of the  7-  and  13-month  term  Flexible  Savings
certificate  was offered from Sept.  10, 1997 to Nov. 25, 1997, and applied only
to sales of new certificate  accounts during the promotion period.  Certificates
sold during the promotion period received a special interest rate, determined on
a weekly  basis,  of one  percentage  point  above the Bank Rate  Monitor Top 25
Market Average(TM) of comparable length certificates of deposit.

<PAGE>

 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 $1.3 billion  during 1997
compared  to $1.7  billion  in  1996  and  $1.0  billion  in  1995.  The  higher
certificate  maturities  and  surrenders  in 1996 resulted  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, 1997,  securities classified as held to maturity and carried at
amortized cost were $.8 billion. Securities classified as available for sale and
carried at fair value were $2.9 billion. These securities, which comprise 92% of
IDSC's total invested assets,  are well diversified.  Of these  securities,  98%
have fixed  maturities  of which 91% 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.

<PAGE>

 During the year ended Dec. 31, 1997, IDSC sold held-to-maturity securities with
an  amortized   cost  and  fair  value  of  $33.0  million  and  $33.9  million,
respectively.  The securities were sold due to significant  deterioration in the
issuers' creditworthiness. During the same period in 1997, securities classified
as available  for sale were sold with an  amortized  cost and fair value of $161
million.  The  securities  were sold in  general  management  of the  investment
portfolio.

     There  were  no  transfers  of   available-for-sale   or   held-to-maturity
securities  during the years ended Dec. 31, 1997 and 1996. 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".

Market risk and derivative financial instruments:

     The  sensitivity  analysis of two different  tests of market risk discussed
below estimate the effects of hypothetical  sudden and sustained  changes in the
applicable  market  conditions  on the ensuing one year's  earnings.  The market
changes, assumed to occur as of Dec. 31, 1997, are a 100 basis point increase in
market  interest  rates  and  a 10%  decline  in a  major  stock  market  index.
Computation of the prospective  effects of hypothetical  interest rate and major
stock market index changes are based on numerous assumptions, including relative
levels of market  interest rates and the major stock market index level, as well
as  the  levels  of  assets  and  liabilities.   The  hypothetical  changes  and
assumptions  will  be  different  than  what  actually  occurs  in  the  future.
Furthermore,  the  computations  do not anticipate  actions that may be taken by
management if the hypothetical  market changes actually occurred over time. As a
result,  actual earnings affects in the future will differ from those quantified
below.

     IDSC  primarily  invests in  intermediate-term  and long-term  fixed income
securities to provide its certificate  owners with a competitive  rate of return
on their certificates  while managing risk. These investment  securities provide
IDSC with a  historically  dependable  and targeted  margin between the interest
rate earned on investments and the interest rate credited to certificate owners'
accounts. IDSC does not invest in securities to generate trading profits for its
own account.

     IDSC's  Investment  Committee,  which comprises  senior business  managers,
meets regularly to review models  projecting  different  interest rate scenarios
and their  impact on  IDSC's  profitability.  The  committee's  objective  is to
structure  IDSC's  portfolio of  investment  securities  based upon the type and
behavior of the certificates in the certificate reserve liabilities,  to achieve
targeted levels of profitability and meet certificate contractual obligations

     Rates  credited to  certificate  owners'  accounts are  generally  reset at
shorter intervals than the maturity of underlying investments. Therefore, IDSC's
margins may be negatively impacted by increases in the general level of interest
rates. Part of the committee's  strategies  include the purchase of derivatives,
such as interest rate caps,  corridors,  floors and swaps, for hedging purposes.
On a certain  series of  certificates,  interest is credited to the  certificate
owners' accounts based upon the relative change in a major  stock  market index

<PAGE>

between the  beginning  and end of the  certificates'  term.  As a means of
hedging  its  obligations  under  the  provisions  of  these  certificates,  the
committee purchases and writes call options on the major stock market index. See
note  9  to  the  financial  statements  for  additional  information  regarding
derivative financial instruments.

     The negative  impact on IDSC's  earnings of the 100 basis point increase in
interest rates described above would be  approximately  $5.9 million pretax.  It
assumes repricings and customer behavior based on the application of proprietary
models to the book of business at Dec.  31,  1997.  The 10%  decrease in a major
stock market index level would have a minimal impact on IDSC's earnings  because
the income effect is a decrease in option income and a corresponding decrease in
interest credited to the Stock Market certificate owners' accounts.

Year 2000 Issue:

     The Year 2000 issue is the result of computer  programs having been written
using two  digits  rather  than four to define a year.  Any  programs  that have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of IDSC. All of the systems
used  by  IDSC  are  maintained  by its  Parent  and are  utilized  by  multiple
subsidiaries and affiliates of the Parent.  IDSC's business is heavily dependent
upon the  Parent's  computer  systems,  and has  significant  interactions  with
systems of third parties.

     A  comprehensive  review of the  Parent's  computer  systems  and  business
processes,  including those specific to IDSC, has been conducted to identify the
major  systems  that could be affected  by the Year 2000 issue.  Steps are being
taken to resolve  any  potential  problems  including  modification  to existing
software and the purchase of new  software.  These  measures are scheduled to be
completed  and  tested  on a timely  basis.  The  Parent's  goal is to  complete
internal  remediation  and  testing  of each  system  by the end of 1998  and to
continue compliance efforts through 1999.

     The Parent is  evaluating  the Year 2000  readiness  of advisors  and other
third parties whose system  failures could have an impact on IDSC's  operations.
The potential materiality of any such impact is not known at this time.

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, 1997 and 1996 was
5.2%. IDSC's current regulatory requirement is a ratio of 5.0%.

<PAGE>

Annual Financial Information

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>


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,  1997  and  1996,  and  the  related   statements  of  operations,
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1997. 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,  1997  and  1996  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, 1997 and 1996, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles.

ERNST & YOUNG  LLP

Minneapolis, Minnesota
February 5, 1998

<PAGE>

<TABLE><CAPTION>

Balance Sheets, Dec. 31,

Assets

<S>                                                              <C>       <C>
Qualified Assets (note 2)                                             1997      1996
                                                                 ($ thousands)

Investments in unaffiliated issuers (notes 3, 4 and 10):

  Cash and cash equivalents                                            $-   $111,331
  Held-to-maturity securities                                      758,143   863,921
  Available-for-sale securities                                  2,911,524 2,212,968
  First mortgage loans on real estate                              212,433   218,697
  Certificate loans - secured by certificate reserves               37,098    43,509
Investments in and advances to affiliates                            6,772     6,444

Total investments                                                3,925,970 3,456,870

Receivables:

  Dividends and interest                                            48,817    44,013
  Investment securities sold                                         1,635       654

Total receivables                                                   50,452    44,667

Other (notes 9 and 10)                                              56,127    36,164

Total qualified assets                                           4,032,549 3,537,701

Other Assets

Deferred distribution fees and other                                21,099    25,533

Total assets                                                    $4,053,648 $3,563,234

See notes to financial statements.

<PAGE>

Balance Sheets, Dec. 31, (continued)

Liabilities and Stockholder's Equity

Liabilities                                                           1997      1996
                                                                 ($ thousands)
Certificate Reserves (notes 5 and 10):
  Installment certificates:

    Reserves to mature                                            $343,219  $344,344
    Additional credits and accrued interest                         19,554    21,931
    Advance payments and accrued interest                              968     1,198
    Other                                                               56        55
  Fully paid certificates:

    Reserves to mature                                           3,186,191 2,747,690
    Additional credits and accrued interest                        174,699   167,673
  Due to unlocated certificate holders                                 291       300

Total certificate reserves                                       3,724,978 3,283,191

Accounts Payable and Accrued Liabilities:

  Due to Parent (note 7A)                                            1,639     1,424
  Due to Parent for federal income taxes                               495     1,737
  Due to affiliates (note 7B, 7C and 7D)                               331       279
  Reverse repurchase agreements                                     22,000        -
  Payable for investment securities purchased                       19,601    61,979
  Accounts payable, accrued expenses and other (notes 9 and 10)     29,919    11,977

Total accounts payable and accrued liabilities                      73,985    77,396

Deferred federal income taxes (note 8)                              15,175     8,097

Total liabilities                                                3,814,138 3,368,684

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   143,844
Retained earnings:

  Appropriated for predeclared additional credits/interest           6,375    11,989
  Appropriated for additional interest on advance payments              50        50
  Unappropriated                                                    55,948    22,728
Unrealized holding gains on investment

  securities - net (note 3A)                                        31,793    14,439

Total stockholder's equity                                         239,510   194,550

Total liabilities and stockholder's equity                      $4,053,648 $3,563,234

See notes to financial statements.
</TABLE>

<PAGE>


<TABLE><CAPTION>

Statements of Operations

Year ended Dec. 31,                                         1997      1996      1995
                                                                 ($ thousands)
<S>                                                    <C>       <C>       <C>
Investment Income:

Interest income from investments:
  Bonds and notes:

    Unaffiliated issuers                                $191,190  $184,653  $181,902
  Mortgage loans on real estate:
    Unaffiliated                                          18,053    19,583    22,171
    Affiliated                                                -         36        56
  Certificate loans                                        2,200     2,533     2,963
Dividends                                                 44,543    44,100    48,614
Other                                                      2,246       576     1,207

Total investment income                                  258,232   251,481   256,913

Investment Expenses:

Parent and affiliated company fees (note 7):

  Distribution                                            34,507    32,732    33,977
  Investment advisory and services                        17,233    16,989    16,472
  Depositary                                                 238       228       242
Options (note 9)                                          14,597    10,156     8,038
Interest rate caps, corridors and floors (note 9)             35     2,351     3,725
Reverse repurchase agreements                              1,217        -         -
Interest rate swap agreements (note 9)                     1,956        -         -
Other                                                        354       395       363

Total investment expenses                                 70,137    62,851    62,817

Net investment income before provision
  for certificate reserves and income tax benefit       $188,095  $188,630  $194,096

See notes to financial statements.

<PAGE>


Statements of Operations (continued)

Year ended Dec. 31,                                         1997      1996      1995
                                                                 ($ thousands)
Provision for Certificate  Reserves  (notes 5 and 9):
According to the terms of the certificates:

  Provision for certificate reserves                      $9,796   $10,445   $11,009
  Interest on additional credits                           1,244     1,487     2,300
  Interest on advance payments                                50        61        73
Additional credits/interest authorized by IDSC:

  On fully paid certificates                             150,752   155,411   157,857
  On installment certificates                              4,323     5,637     6,288

Total provision for certificate reserves before reserve  
  recoveries                                             166,165   173,041   177,527
Reserve recoveries from terminations
 prior to maturity                                        (1,029)   (1,073)   (1,120)

Net provision for certificate reserves                   165,136   171,968   176,407

Net investment income before income tax benefit           22,959    16,662    17,689
Income tax benefit (note 8)                                3,682     6,537     9,097

Net investment income                                     26,641    23,199    26,786

Realized gain (loss) on investments - net:

  Securities of unaffiliated issuers                         980      (444)      452
  Other-unaffiliated                                          -        101      (120)

Net realized gain (loss) on investments before income taxes  980      (343)      332

Income tax (expense) benefit (note 8):

  Current                                                   (304)      772       160
  Deferred                                                   (39)     (652)     (277)

Total income tax (expense) benefit                          (343)      120      (117)

Net realized gain (loss) on investments                      637      (223)      215

Net income - wholly owned subsidiary                         328     1,251       373

Net income                                               $27,606   $24,227   $27,374

See notes to financial statements.

<PAGE>


Statements of Stockholder's Equity

Year ended Dec. 31,                                         1997      1996      1995
                                                                 ($ 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                            $143,844  $168,844  $140,344
Contribution from Parent                                      -         -     28,500
Cash dividends declared                                       -    (25,000)       -

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

Retained Earnings:

Appropriated for predeclared additional credits/interest (note 5B):
Balance at beginning of year                             $11,989   $18,878   $18,398
Transferred (to) from unappropriated retained earnings    (5,614)   (6,889)      480

Balance at end of year                                    $6,375   $11,989   $18,878

Appropriated for additional interest on advance payments (note 5C):
Balance at beginning and end of year                         $50       $50       $50

Unappropriated (note 6):

Balance at beginning of year                             $22,728   $31,612    $4,718
Net income                                                27,606    24,227    27,374
Transferred from (to) appropriated retained earnings       5,614     6,889      (480)
Cash dividends declared                                       -    (40,000)       -

Balance at end of year                                   $55,948   $22,728   $31,612

Unrealized  holding gains and losses on investment  securities  net (notes 1 and
  3A):

Balance at beginning of year                             $14,439   $29,423  ($23,158)
Change during year                                        17,354   (14,984)   52,581

Balance at end of year                                   $31,793   $14,439   $29,423

Total stockholder's equity                              $239,510  $194,550  $250,307

See notes to financial statements.

<PAGE>



Statements of Cash Flows

Year ended Dec. 31,                                               1997      1996        1995
                                                                        ($ thousands)
Cash flows from operating activities:

Net income                                                     $27,606   $24,227     $27,374
Adjustments to reconcile net income to net
cash provided by operating activities:

  Net income of wholly owned subsidiary                           (328)   (1,251)       (373)
  Net provision for certificate reserves                       165,136   171,968     176,407
  Interest income added to certificate loans                    (1,414)   (1,631)     (1,902)
  Amortization of premiums/discounts-net                        15,484    14,039      19,232
  Provision for deferred federal income taxes                   (2,266)   (1,124)     (2,652)
  Net realized (gain) loss on investments before income taxes     (980)      343        (332)
  (Increase) decrease in dividends and interest receivable      (4,804)    5,619      (7,371)
  Decrease (increase) in deferred distribution fees              4,434     2,761      (1,144)
  Decrease in other assets                                          -         -          466
  Increase (decrease) in other liabilities                         443      (679)     (1,549)

Net cash provided by operating activities                      203,311   214,272     208,156

Cash flows from investing activities:
Maturity and redemption of investments:

  Held-to-maturity securities                                   76,678   163,066     315,766
  Available-for-sale securities                                408,019   537,565     325,521
  Other investments                                             79,929    52,189      46,004
Sale of investments:
  Held-to-maturity securities                                   33,910    24,984      22,305
  Available-for-sale securities                                160,207   356,194      48,372
  Other investments                                                 -        385          21
Certificate loan payments                                        4,814     6,003       6,061
Purchase of investments:
  Held-to-maturity securities                                   (4,565)  (49,984)   (208,140)
  Available-for-sale securities                             (1,283,620) (617,138) (1,397,983)
  Other investments                                            (62,831)  (28,617)    (17,234)
Certificate loan fundings                                       (5,021)   (5,288)     (7,776)

Net cash (used in) provided by investing activities          ($592,480) $439,359   ($867,083)

See notes to financial statements.

<PAGE>


Statements of Cash Flows (continued)

Year ended Dec. 31,                                         1997      1996      1995
                                                                 ($ thousands)

Cash flows from financing activities:

Payments from certificate owners                      $1,580,013  $1,129,023  $1,577,884
Capital contribution from Parent                              -         -         28,500
Proceeds from reverse repurchase agreements              433,000        -           -
Certificate maturities and cash surrenders            (1,324,175) (1,663,196) (1,030,712)
Payments under reverse repurchase agreements            (411,000)       -           -
Dividends paid                                                -      (65,000)       -

Net cash provided by (used in) financing activities      277,838    (599,173)    575,672

Net (decrease) increase in cash and cash equivalents    (111,331)     54,458     (83,255)
Cash and cash equivalents beginning of year              111,331      56,873     140,128

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


Supplemental disclosures including non-cash transactions:

Cash (paid) received for income taxes                      ($104)     $7,195      $6,854
Certificate maturities and surrenders through
  loan reductions                                          8,032       8,554      10,673

See notes to financial statements.
</TABLE>

<PAGE>


Notes to Financial Statements ($ in thousands unless indicated otherwise)

1.  Nature of business and summary of significant accounting policies

Nature of business

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

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

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

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

Basis of financial statement presentation

     The  accompanying  financial  statements  are presented in accordance  with
generally  accepted  accounting  principles.  IDSC  uses the  equity  method  of
accounting for its wholly owned unconsolidated  subsidiary,  which is the method
prescribed by the Securities and Exchange  Commission  (SEC) for  non-investment
company  subsidiaries  of 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.

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.

<PAGE>


Notes to Financial Statements ($ in thousands unless indicated otherwise)

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.

     Debt  securities that IDSC has both the positive intent and ability to hold
to maturity are carried at amortized  cost.  Debt  securities IDSC does not have
the  positive  intent  to hold to  maturity,  as well as all  marketable  equity
securities,  are  classified  as  available  for sale and carried at fair value.
Unrealized  holding gains and losses on  securities  classified as available for
sale are  carried,  net of deferred  income  taxes,  as a separate  component of
stockholder's equity.

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

First mortgage loans on real estate

     Mortgage  loans are carried at amortized  cost,  less  reserves for losses,
which is the basis for determining  any realized gains or losses.  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.

     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  judgment
as to the ultimate  collectibility of principal,  interest payments received are
either recognized as income or applied to the recorded investment in the loan.

<PAGE>


Notes to Financial Statements ($ in thousands unless indicated otherwise)

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 prior to maturity,  unamortized  deferred
distribution  fees are recognized in expense and any related  surrender  charges
are recognized as a reduction in provision for certificate reserves.

Federal income taxes

     IDSC's  taxable  income or loss is  included  in the  consolidated  federal
income tax return of American Express Company. IDSC provides for income taxes on
a separate  return basis,  except that,  under an agreement  between  Parent and
American Express  Company,  tax benefits are recognized for losses to the extent
they can be used in the consolidated  return. It is the policy of Parent and its
subsidiaries  that  Parent  will  reimburse a  subsidiary  for any tax  benefits
recorded.

2. Deposit of assets and maintenance of qualified assets

     A) Under the  provisions  of its  certificates  and the 1940 Act,  IDSC was
required to have  qualified  assets (as that term is defined in Section 28(b) of
the 1940 Act) in the amount of  $3,694,204  and  $3,259,260 at Dec. 31, 1997 and
1996, respectively. IDSC had qualified assets of $3,964,036 at Dec. 31, 1997 and
$3,453,508  at  Dec.  31,  1996,   excluding  net  unrealized   appreciation  on
available-for-sale  securities of $48,912 and $22,214 at Dec. 31, 1997 and 1996,
respectively and payable for securities purchased of $19,601 and $61,979 at Dec.
31, 1997 and 1996, 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.

<PAGE>



Notes to Financial Statements ($ in thousands unless indicated otherwise)

     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, 1997

                                              Required
                                    Deposits  deposits   Excess

<S>                                <C>       <C>       <C>
Deposits to meet certificate
liability requirements:

States                                  $363       $328       $35
Central Depositary                 3,826,505  3,650,121   176,384

Total                             $3,826,868 $3,650,449  $176,419

                                             Dec. 31, 1996

                                              Required
                                    Deposits  deposits   Excess

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
</TABLE>

     The assets on deposit at Dec.  31, 1997 and 1996  consisted  of  securities
having a deposit  value of $3,580,866  and  $3,117,715,  respectively;  mortgage
loans of $212,433 and  $218,697,  respectively;  and other assets of $33,569 and
$18,991, respectively.

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.

<PAGE>



Notes to Financial Statements ($ in thousands unless indicated otherwise)

     The  following is a summary of securities  held to maturity and  securities
available for sale at Dec. 31, 1997 and Dec. 31, 1996.

<TABLE><CAPTION>
                                                    Dec. 31, 1997
                                                         Gross     Gross
                                   Amortized   Fair   unrealized  unrealized
                                      cost     value     gains     losses

<S>                                <C>       <C>       <C>       <C>
HELD TO MATURITY

U.S. Government and
  agencies obligations                  $363      $369        $6       $-
Mortgage-backed securities            29,340    29,969       629        -
Corporate debt securities            242,050   248,455     6,493        88
Stated maturity preferred stock      486,390   505,522    19,332       200

                                    $758,143  $784,315   $26,460      $288
AVAILABLE FOR SALE

Mortgage-backed securities        $1,251,283 $1,274,417   $23,336      $202
State and municipal obligations       41,116     42,526     1,410        -
Corporate debt securities          1,417,668  1,438,640    22,636     1,664
Stated maturity preferred stock       63,214     64,444     1,284        54
Perpetual preferred stock             88,726     91,497     2,771        -
Common stock                             605         -         -        605

                                  $2,862,612 $2,911,524   $51,437    $2,525

                                                    Dec. 31, 1996
                                                         Gross     Gross
                                   Amortized    Fair   unrealized unrealized
                                      cost     value     gains     losses
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
</TABLE>
<PAGE>



Notes to Financial Statements ($ in thousands unless indicated otherwise)

     The  amortized  cost and fair  value of  securities  held to  maturity  and
available for sale, by contractual  maturity, at Dec. 31, 1997, are shown below.
Cash flows will differ from contractual  maturities because issuers may have the
right to call or prepay obligations.

 <TABLE><CAPTION>

                                                       Amortized    Fair
                                                          cost     value

<S>                                                    <C>       <C>
HELD TO MATURITY
Due within 1 year                                        $78,343   $78,991
Due after 1 through 5 years                              381,844   393,317
Due after 5 years through 10 years                       168,247   175,540
Due after 10 years                                       100,369   106,498
                                                         728,803   754,346

Mortgage-backed securities                                29,340    29,969

                                                        $758,143  $784,315

AVAILABLE FOR SALE

Due within 1 year                                        $53,744   $54,074
Due after 1 through 5 years                              785,191   794,535
Due after 5 years through 10 years                       469,792   480,813
Due after 10 years                                       213,271   216,188
                                                       1,521,998 1,545,610

Mortgage-backed securities                             1,251,283 1,274,417
Perpetual preferred stock                                 88,726    91,497
Common stock                                                 605        -

                                                      $2,862,612 $2,911,524

</TABLE>

     During the years  ended Dec.  31, 1997 and 1996,  there were no  securities
classified as trading securities.

     The  proceeds  from sales of  available-for-sale  securities  and the gross
realized gains and gross  realized  losses on those sales during the years ended
Dec. 31, 1997, 1996 and 1995, were as follows:
<TABLE><CAPTION>

                                                1997      1996      1995
<S>                                          <C>       <C>       <C>
Proceeds                                      $161,188  $313,976   $83,970
Gross realized gains                             1,292       456        36
Gross realized losses                            1,637     5,836     1,854

</TABLE>

     Sales  of   held-to-maturity   securities,   due  to   significant   credit
deterioration,  during the years ended Dec.  31,  1997,  1996 and 1995,  were as
follows:
<TABLE><CAPTION>

                                                1997      1996      1995
<S>                                          <C>       <C>       <C>
Amortized cost                                 $32,969   $22,297   $22,782
Gross realized gains                             1,621     3,200         2
Gross realized losses                              680       513       479

</TABLE>

<PAGE>


Notes to Financial Statements ($ in thousands unless indicated otherwise)

     During  the  years  ended  Dec.  31,  1997 and  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 89% and 85% of
IDSC's total invested assets at Dec. 31, 1997 and 1996, 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                                1997      1996
Aaa/AAA                                 44%       41%
Aa/AA                                    1         1
Aa/A                                     1         1
A/A                                     14        20
A/BBB                                    6         6
Baa/BBB                                 25        24
Below investment grade                   9         7
                                       100%      100%

     Of the securities  rated Aaa/AAA,  83% at Dec. 31, 1997 and 87% at Dec. 31,
1996 are U.S. Government Agency mortgage-backed securities that are not rated by
a public rating  agency.  Approximately  9% at Dec. 31, 1997 and 11% at Dec. 31,
1996 of other  securities with fixed  maturities are rated by Parent's  internal
analysts.  At Dec. 31, 1997 and 1996 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 incurred by the issuer of the restricted securities.

<PAGE>



Notes to Financial Statements ($ in thousands unless indicated otherwise)

4. Investments in first mortgage loans on real estate

     At Dec. 31, 1997 and 1996, IDSC's recorded  investment in impaired mortgage
loans was $363 and $847, respectively, and the reserve for loss on those amounts
was $261 and  $611,  respectively.  During  1997,  1996 and  1995,  the  average
recorded  investment  in  impaired  mortgage  loans was $743,  $925 and  $1,052,
respectively.

     IDSC  recognized  $37, $88 and $53 of interest  income  related to impaired
mortgage loans for the years ended Dec. 31, 1997, 1996 and 1995, respectively.

     During the years ended Dec. 31, 1997, 1996 and 1995,  there were no changes
in the reserve for loss on mortgage loans of $611.

     At Dec. 31, 1997 and 1996, approximately 5% and 6%, respectively, 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                                    1997       1996
South Atlantic                              23%        22%
West North Central                          21         17
East North Central                          18         21
Mountain                                    13         15
Middle Atlantic                             11         14
West South Central                           6          5
New England                                  5          3
Pacific                                      3          3

                                           100%       100%

Property Type                             1997       1996

Retail/shopping centers                     31%        36%
Apartments                                  23         33
Office buildings                            20          9
Industrial buildings                        17         13
Other                                        9          9

                                           100%       100%
<PAGE>

Notes to Financial Statements ($ in thousands unless indicated otherwise)

     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.

                                   Dec. 31, 1997       Dec. 31, 1996

                                    Carrying    Fair    Carrying    Fair
                                     amount    value     amount    value

First mortgage loans on real estate $213,044  $216,951  $219,308  $221,253
Reserve for losses                      (611)       -       (611)       -

Net first mortgage loans on
real estate                         $212,433  $216,951  $218,697  $221,253

     At Dec.  31, 1997 and 1996,  commitments  for  fundings  of first  mortgage
loans,  at market interest rates,  aggregated  $9,375 and $9,300,  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, 1997
and 1996 were:
                                                            1997

                                                          Average      Average
                                             Reserve       gross      additional
                                             balance    accumulation    credit
                                                            rate         rate
Installment certificates:

Reserves to mature:
  With guaranteed rates                        $24,316       3.50        1.35%
  Without guaranteed rates (A)                 318,903         -         2.96
Additional credits and accrued interest         19,554       3.17          -
Advance payments and accrued interest (C)          968       3.17        1.68
Other                                               56                     -
Fully paid certificates:
Reserves to mature:
  With guaranteed rates                        165,258       3.21        1.83
  Without guaranteed rates (A) and (D)       3,020,933         -         5.03
Additional credits and accrued interest        174,699       3.21          -
Due to unlocated certificate holders               291         -           -

                                            $3,724,978
<PAGE>


Notes to Financial Statements ($ in thousands unless indicated otherwise)

                                                            1996

                                                          Average      Average
                                             Reserve       gross      additional
                                             balance    accumulation    credit
                                                            rate         rate

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            1,198       3.15        1.70
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

     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,  1997,  $6,375 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 3.17%.  IDSC has  increased  the rate of
accrual to 4.85% through April 30, 1999. 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, 1997 and
1996 was $416,485 and $309,570, respectively.

     E) The carrying amounts and fair values of certificate  reserves  consisted
of the following at Dec. 31, 1997 and 1996. Fair values of certificate  reserves
with interest rate terms of one year or less  approximated  the carrying  values
less any applicable surrender charges.

<PAGE>



Notes to Financial Statements ($ in thousands unless indicated otherwise)

     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>

                                                     1997                1996

                                              Carrying    Fair    Carrying    Fair
                                               amount    value     amount    value

<S>                                           <C>       <C>        <C>        <C>
Reserves with terms of one year or less       $3,186,971 $3,185,396 $2,637,144 $2,635,835
Other                                            538,007    551,988    646,047    673,772

Total certificate reserves                     3,724,978  3,737,384  3,283,191  3,309,607
Unapplied certificate transactions                   868        868      1,217      1,217
Certificate loans and accrued interest           (37,495)   (37,495)   (43,980)   (43,980)

Total                                         $3,688,351 $3,700,757 $3,240,428 $3,266,844
</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 1998 and 1999 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 0.750% on the first  $250
million of total book value of assets of IDSC,  0.650% on the next $250 million,
0.550% on the next $250  million,  0.500% on the next $250 million and 0.107% on
the amount in excess of $1  billion.  Effective  Jan.  1,  1998,  the fee on the
amount in excess of $1 billion  was changed  from  0.450% to 0.107%.  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.

<PAGE>

Notes to Financial Statements ($ in thousands unless indicated otherwise)

     From time to time,  IDSC may  sponsor or  participate  in sales  promotions
involving one or more of the  certificates  and their  respective  terms.  These
promotions  may offer a special  interest  rate to attract new clients or retain
existing clients. To cover the cost of these promotions,  distribution fees paid
to American  Express  Financial  Advisors may be lowered.  For the  promotion of
IDSC's  7-month and 13-month term Flexible  Savings  certificate  which occurred
Sept.  10,  1997 to Nov.  25,  1997,  the  distribution  fee for  sales of these
certificates was lowered to 0.067%.

     The aggregate  fees payable under the  agreements per $1,000 face amount of
installment  certificates  and a summary of the periods  over which the fees are
payable are:
<TABLE><CAPTION>

                                                                  Number of
                                                                 certificate
                                                                  years over
                                   Aggregate fees payable          which
                                                                 subsequent
                                             First     Subsequent years' fees
                                   Total     year      years     are payable

<S>                                <C>       <C>       <C>       <C>
On sales effective April 30, 1997  $25.00    $ 2.50    $22.50            9

On sales prior to April 30, 1997(a) 30.00      6.00     24.00            4
</TABLE>

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

     Effective  April  30,  1997,  fees on Cash  Reserve  and  Flexible  Savings
Certificates  are paid at a rate of 0.20% of the  purchase  price at the time of
issuance  and 0.20% of the reserves  maintained  for these  certificates  at the
beginning  of  the  second  and   subsequent   quarters  from  issue  date.  For
certificates  sold prior to April 30, 1997, fees were paid at a rate of 0.25% of
the purchase  price at the time of issuance and are paid at the rate of 0.25% of
the reserves  maintained for these  certificates  at the beginning of the second
and subsequent quarters from issue date.

     Fees on the  Future  Value  Certificate  were paid at the rate of 5% of the
purchase  price at time of  issuance.  Effective  May 1, 1997,  the Future Value
Certificate is no longer being offered for sale.

     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.

<PAGE>


Notes to Financial Statements ($ in thousands unless indicated otherwise)

     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.

     Effective April 30, 1997, fees on the IDS and American Express Stock Market
Certificates  are paid at the rate of 0.70% of the  purchase  price on the first
day of the  certificate's  term and 0.70% of the reserves  maintained  for these
certificates at the beginning of each  subsequent  term. For  certificates  sold
prior to April 30, 1997, fees were paid at a rate of 1.25% of the purchase price
on the  first day of the  certificate's  term and are paid at a rate of 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:

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

     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.

D) The basis for  computing  fees paid or payable to American  Express Bank Ltd.
   (an affiliate) for the  distribution of the American Express 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.

E) The basis of  computing  transfer  agent  fees paid or  payable  to  American
   Express Client Service Corporation (AECSC) (an affiliate) is:

     Under a Transfer  Agency  Agreement  effective  Jan.  1,  1998,  AECSC will
maintain  certificate owner accounts and records.  IDSC will pay AECSC a monthly
fee of one-twelfth of $10.353 per certificate owner account.

<PAGE>


Notes to Financial Statements ($ in thousands unless indicated otherwise)

8.  Income taxes

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

                                                  1997      1996      1995
Federal:
  Current                                       $1,138    $5,560    $6,285
  Deferred                                       2,266     1,124     2,652
                                                 3,404     6,684     8,937
State                                              (65)      (27)       43

Total income tax benefit                        $3,339    $6,657    $8,980

     Income tax benefit  (expense)  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:
                                                  1997      1996      1995

Federal tax expense at U.S. statutory rate     ($8,378)  ($5,711)  ($6,307)
Tax-exempt interest                                724     1,517     3,339
Dividend exclusion                              11,044    10,865    12,166
Other, net                                          14        13      (261)

Federal tax benefit                             $3,404    $6,684    $8,937

     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.


Deferred tax assets:                              1997      1996
Certificate reserves                           $13,488   $13,028
Investment reserves                                502       540
Other, net                                          19        19

Total deferred tax assets                      $14,009   $13,587

Deferred tax liabilities:                         1997      1996

Deferred distribution fees                      $7,382    $8,934
Investment unrealized gains                     17,119     7,775
Purchased/written call options                   3,557     3,429
Dividends receivable                               654       745
Investments                                        429       714
Return of capital dividends                         43        87

Total deferred tax liabilities                 $29,184   $21,684

Net deferred tax liabilities                   $15,175    $8,097
<PAGE>


Notes to Financial Statements ($ in thousands unless indicated otherwise)

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  and  equity  price  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 risk is the possibility that the  counterparty  will not fulfill the
terms of the contract. IDSC monitors credit risk 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, 1997,  IDSC's  counterparties to the
interest  rate floors and swaps are rated A or better by  nationally  recognized
rating  agencies.  The  counterparties  to the purchased  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 or credit risk
and are not recorded on the balance sheet.

     Credit risk 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, 1997 and 1996.
                                                    1997
                                    Notional                         Total
                                   or contract  Carrying    Fair     credit
                                     amount      value     value      risk

Assets:

  Interest rate floors              $500,000      $205      $251      $251
  Purchased call options                 389    55,922    54,609    54,609
  Total                             $500,389   $56,127   $54,860   $54,860

Liabilities:

  Interest rate swaps             $1,000,000      $416    $2,138       $-
  Written call options                   376    24,739    32,990        -
  Total                           $1,000,376   $25,155   $35,128       $-
<PAGE>

Notes to Financial Statements ($ in thousands unless indicated otherwise)

                                                    1996

                                    Notional                         Total
                                   or contract  Carrying    Fair    credit
                                     amount      value     value     risk
Assets:

  Interest rate caps and corridors  $200,000       $-       $188      $188
  Purchased call options                 362    36,164    34,987    34,987
  Total                             $200,362   $36,164   $35,175   $35,175

Liabilities:

  Written call options                  $337    $9,552   $17,571       $-

     The fair values of  derivative  financial  instruments  are based on market
values,  dealer  quotes or pricing  models.  The interest  rate floors expire in
April of 1999 and $500,000 notional amount of the interest rate swaps expires in
May of 1998 and $500,000 expire in April of 1999. The options expire  throughout
1998.

     Interest rate caps,  corridors,  floors and swaps,  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  earned on investments  and
the interest rate credited to related investment certificate owners.

     The interest rate floors are reset  monthly and IDSC earns  interest on the
notional  amount  to the  extent  the  U.S.  Treasury  securities  at  "constant
maturity" for a period of one year exceed the reference  rates  specified in the
floor  agreements.  These  reference  rates range from 4.6% to 4.7%. The cost of
interest rate floors 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.

     The interest rate caps and corridors  were reset  quarterly and IDSC earned
interest on the notional amount to the extent the London Interbank Offering Rate
exceeded the reference rates specified in the cap and corridor agreements. These
reference  rates  ranged  from 4% to 9%.  The  cost of  interest  rate  caps and
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.

     The interest  rate swaps are reset  monthly.  IDSC pays a fixed rate on the
notional  amount ranging from 5.46% to 6.72% and receives a floating rate on the
notional amount tied to the U.S. Treasury  securities at "constant maturity" for
a period  of one  year.  There is no cost  carried  on the  balance  sheet.  The
carrying amount shown above represents the net interest receivable/payable under
the swap agreements.  Interest earned and interest expensed under the agreements
is shown net in investment expenses.

<PAGE>

Notes to Financial Statements ($ in thousands unless indicated otherwise)

     IDSC offers a series of  certificates  which pays  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 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.

     Each purchased  (written) call option contract  confers upon the holder the
right (obligation) to receive (pay) an amount equal to one hundred dollars times
the difference between the level of the major stock market index on the date the
call option is exercised and the strike price of the option.

     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, 1997 and 1996.

                                                 1997

                                    Contract    Average       Index at
                                     amount   strike price   Dec.31,1997

Purchased call options                  $389       876       970
Written call options                     376       969       970

                                                 1996

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

Purchased call options                  $362       669       741
Written call options                     337       736       741

10.  Fair values of financial instruments

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

<PAGE>

Notes to Financial Statements ($ in thousands unless indicated otherwise)

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

                                                1997                1996

                                             Carrying     Fair   Carrying     Fair
                                               value     value     value     value

<S>                                          <C>       <C>       <C>       <C>
Financial assets:

 Assets for which carrying values

   approximate fair values                     $49,940   $49,940  $155,396  $155,396
 Investment securities (note 3)              3,669,667 3,695,839 3,076,889 3,103,005
 First mortgage loans on real estate (note 4)  212,433   216,951   218,697   221,253
 Derivative financial instruments (note 9)      56,127    54,860    36,164    35,175

Financial liabilities:
  Liabilities for which carrying values

    approximate fair values                     48,255    48,255    76,040    76,040
  Certificate reserves (note 5)              3,688,351 3,700,757 3,240,428 3,266,844
  Derivative financial instruments (note 9)     25,155    35,128     9,552    17,571
</TABLE>

11. Year 2000 issue (Unaudited)

     The Year 2000 issue is the result of computer  programs having been written
using two  digits  rather  than four to define a year.  Any  programs  that have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of IDSC. All of the systems
used  by  IDSC  are  maintained  by its  Parent  and are  utilized  by  multiple
subsidiaries and affiliates of the Parent.  IDSC's business is heavily dependent
upon the  Parent's  computer  systems,  and has  significant  interactions  with
systems of third parties.

     A  comprehensive  review of the  Parent's  computer  systems  and  business
processes,  including those specific to IDSC, has been conducted to identify the
major  systems  that could be affected  by the Year 2000 issue.  Steps are being
taken to resolve  any  potential  problems  including  modification  to existing
software and the purchase of new  software.  These  measures are scheduled to be
completed  and  tested  on a timely  basis.  The  Parent's  goal is to  complete
internal  remediation  and  testing  of each  system  by the end of 1998  and to
continue compliance efforts through 1999.

     The Parent is  evaluating  the Year 2000  readiness  of advisors  and other
third parties whose system  failures could have an impact on IDSC's  operations.
The potential materiality of any such impact is not known at this time.

<PAGE>

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item
Number

Item 13. Other Expenses of Issuance and Distribution.

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

Item 14. Indemnification of Directors and Officers.

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

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

Item 15. Recent Sales of Unregistered Securities.

(a)               Securities Sold

Period of sale    Title of securities                    Amount sold
1994              IDS Special Deposits                      $ 18,013,424.38
1995              IDS Special Deposits                        56,855,953.53
1996              IDS Special Deposits*                       41,064,846.74
1997              American Express Special Deposits          182,788,631.00

* Renamed American Express Special Deposits in April 1996.

(b)               Underwriters and other purchasers

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

(c)               Consideration

All American Express Special Deposits were sold for cash. The aggregate offering
price was the same as the amount sold in the table above. Aggregate marketing
fees to AEB were $88,686.14 in 1994, $172,633.41 in 1995, $301,946.44 in 1996
and $592,068.70 in 1997.


<PAGE>



(d)               Exemption from registration claimed

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

Item 16. Exhibits and Financial Statement Schedules.

(a)  Exhibits

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

     2.   Not Applicable.

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

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

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

     4.   Not Applicable.

     5.   An opinion and consent of counsel as to the legality of the securities
          being registered is filed electronically herewith.

     6. through 9. -- None.

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

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

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

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

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

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

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

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

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

          (j)  Letter amendment dated January 9, 1997 to the Marketing Agreement
               dated October 10, 1991,  between  Registrant and American Express
               Bank Ltd. filed electronically as Exhibit 16(j) to Post-Effective
               Amendment No. 40 to Registration Statement No. 2-55252.
<PAGE>

          (k)  Form of Letter amendment dated April 7, 1997 to the Selling Agent
               Agreement dated June 1, 1990 between American  Express  Financial
               Advisors  Inc. and American  Express  Bank  International,  filed
               electronically  herewith  as  Exhibit  10 (j)  to  Post-Effective
               Amendment  No.  14  to  Registration   Statement   33-26044,   is
               incorporated herein by reference.

     11. through 22. -- None.

     23.  Consent  of  Independent   Auditors  Report  is  filed  electronically
          herewith.

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

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

          (c)  Officer's  Power of  Attorney,  dated  February 17, 1998 is filed
               electronically herewith.

     25. through 27. -- None.

(b)  The financial  statement  schedules for IDS  Certificate  Company are filed
     electronically herewith.

     I.   Investments in Securities of Unaffiliated Issuers December 31, 1997.

     II.  Investments in and Advances to Affiliates and Income Thereon, December
          31, 1997, 1996 and 1995.

     III. Mortgage Loans on Real Estate and Interest  Earned on Mortgages - Year
          ended December 31, 1997.

     V.   Qualified Assets on Deposit - December 31, 1997.

     VI.  Certificate Reserves - Year ended December 31, 1997.

     VII. Valuation  and  Qualifying  Accounts - Years ended  December 31, 1997,
          1996 and 1995.

     Schedule  III  and  Schedule  VI for the  year  ended  Dec.  31,  1996  are
     incorporated   by  reference  to   Post-Effective   Amendment   No.  40  to
     Registration  Statement No. 2-55252 for Series D-1 Investment  Certificate.
     Schedule VI for the year ended Dec. 31, 1995, is  incorporated by reference
     to Post-Effective Amendment No. 38 to Registration Statement No. 2-55252.

<PAGE>


Item 17. Undertakings.

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

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis and State of Minnesota, on
the 17th day of March, 1998.

IDS CERTIFICATE COMPANY



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


Pursuant to the requirements of the Securities Act of 1933, this amendment has
been signed below by the following persons in the capacities on the 17th day of
March, 1998.


Signature                                  Capacity

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

/s/ Jeffrey S. Horton***                   Vice President and Treasurer
Jeffrey S. Horton                          (Principal Accounting Officer)

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

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

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

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

/s/ Edward Landes**                        Director
Edward Landes

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

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


<PAGE>



/s/ Harrison Randolph**                    Director
Harrison Randolph

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

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


- -------------------------.
Bruce A. Kohn


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



- -------------------------.
Bruce A. Kohn


***Signed  pursuant to Officer's Power of Attorney dated February 17, 1998 filed
electronically as Exhibit 24 (c) herewith.



- ---------------------------
Bruce A. Kohn



<PAGE>



               CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 42 TO
                       REGISTRATION STATEMENT NO. 2-55252

Cover Page

Prospectus

Auditor's Report

Financial Statements

Part II Information

Signatures

Exhibits




EXHIBIT INDEX

Exhibit 5:               Opinion and Consent of Counsel

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

Exhibit 23:              Consent of Independent Auditors

Exhibit 24 (c):          Officer's Power of Attorney dated February 17, 1998





March 17, 1998

IDS Certificate Company
IDS Tower 10
Minneapolis, MN  55440-0010

Ladies and Gentlemen:

Reference is made to your Registration  Statement,  No. 2-55252,  Form S-1 under
the  Securities  Act of 1933,  registering  an indefinite  number of face-amount
certificates pursuant to Rule 24f-2 under the Securities Act of 1933.

     I have examined the  Certificate  of  Incorporation  and the By-Laws of IDS
Certificate  Company (the  "Company") and all necessary  certificates,  permits,
minute books,  documents and records of the Company, and the applicable statutes
of the State of Delaware and such other matters of fact and law as I have deemed
necessary, and it is my opinion:


(a)     That the Company is a corporation duly organized and existing under the
        laws of the State of Delaware.

(b)     That the face-amount certificates issued by the Company since Dec. 31, 
        1996, were legal and non-assessable when sold in accordance with 
        applicable federal and state securities laws and except for face-amount 
        certificates of the installment type, were fully paid, and that such 
        face-amount certificates were binding obligations of the Company.


I hereby consent that the foregoing  opinion may be used in connection  with 
this Post-Effective Amendment.

Very truly yours,

Bruce A. Kohn

Vice President and General Counsel
(612) 671-2221

BAK/lal



IDS CERTIFICATE COMPANY                                               Schedule I

Investments in Securities of Unaffiliated Issuers

December 31, 1997
($ in thousands)
<TABLE>
<CAPTION>

                                             Bal. held
                                             at 12-31-97
                                             Principal
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-97
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)

  BONDS AND NOTES
  United States Government -

    Direct Obligations

<S>                            <C>     <C>      <C>         <C>          <C>
     US TREASURY BOND          6.875%, 2000        165         165          169
     US TREASURY BOND          5.625%, 2000        200         198          200

  Total U.S. Government - Direct Obligations       365         363          369

  Other Bonds and Notes

  United States Government Agencies
     FHLMC 5 YR #G50152        7.000%, 1999      1,991       1,991        1,996 (f)
     FHLMC 5YR*G50252          7.500%, 2000     20,503      20,577       20,900 (f)
     FHLMC 15YR #G10336        7.500%, 2010      6,424       6,327        6,597 (f)
     FHLMC 15YR #10342         7.000%, 2010     20,130      19,639       20,451 (f)
     FHLMC 15YR #G10344 G      7.500%, 2010     14,808      14,740       15,206 (f)
     FHLMC 15 #G10350 GLD      6.500%, 2010     20,759      20,715       20,811 (f)
     FHLMC 15YR G10364         7.000%, 2010     17,342      17,257       17,619 (f)
     FHLM 15 6.5 #G10369       6.500%, 2010     37,102      36,668       37,353 (f)
     FHLMC 15YR GOLD           6.500%, 2010     18,842      18,755       18,889 (f)
     FH15YR #G10439 GOLD       6.500%, 2011      4,527       4,422        4,542 (f)
     FHLMC 15YR G10627         6.500%, 2011     29,196      28,785       29,294 (f)
     FHLMC 15YR G10665 GD      7.000%, 2012     79,783      79,606       81,055 (f)
     FHLMC ARM #845154         7.976%, 2022      3,845       3,964        4,005 (f)
     FHLMC ARM #845523         7.781%, 2023      5,718       5,882        5,951 (f)
     FHLMC ARM #845654         8.068%, 2024     13,036      13,226       13,567 (f)
     FHLMC ARM #845730         7.801%, 2024     24,086      24,867       25,214 (f)
     FHLMC ARM #845733         7.825%, 2024     21,848      22,233       22,714 (f)
     FHLMC ARM #845973         7.938%, 2024      7,216       7,216        7,505 (f)
     FHLMC ARM #845999         7.699%, 2027     20,077      20,250       21,019 (f)
     FHLMC 30YR #846072        7.779%, 2022      5,116       5,243        5,311 (f)
     FHLMC ARM #846107         8.241%, 2025      7,041       7,201        7,290 (f)
     FH GD 7YR BLN N97208      7.000%, 2003     13,707      13,841       13,922 (f)
     FHLMC ARM #350190         8.000%, 2022      5,359       5,518        5,584 (f)
     FHLMC GOLD E00151         7.500%, 2017      7,021       7,214        7,210 (f)
     FHLMC 15YR #E00383        7.000%, 2010     17,995      17,968       18,282 (f)
     FHLMC15YR E00388GOLD      7.000%, 2010     11,882      11,725       12,071 (f)
     FH GD 15YR #E00426        6.500%, 2011      8,612       8,534        8,638 (f)
     FHLMC GOLD #E00476        6.500%, 2012     17,042      16,647       17,084 (f)
     FHLMC GOLD E00484         6.500%, 2012      7,242       7,076        7,260 (f)
     FHLMC T-009 AZ HEL        6.430%, 2013     10,000      10,000       10,000 (f)
     FHLMC-GNMA 40 D CMO       6.500%, 2011     20,458      20,239       20,539 (f)
     FHLMC 4C CMO              8.000%, 2017        712         712          709 (f)
     FHLMC CTF SER B-77        8.125%, 2007        143         143          146 (f)

<PAGE>
                                             Bal. held
                                             at 12-31-97
                                             Principal
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-97
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
     FHLMC 15YR #380025        9.500%, 2003        594         592          627
     FHLMC 15 YR #200022      10.500%, 2000         63          64           67 (f)
     FHLMC 15 YR #200035       9.000%, 2001        259         257          269 (f)
     FHLMC 15 YR #200048       9.000%, 2001        574         568          597
     FHLMC 15 YR #200064       8.000%, 2002        344         336          353 (f)
     FHLMC 15 YR #212119       9.500%, 2001        104         105          110 (f)
     FHLMC 15 YR #218648       9.500%, 2002         42          42           44 (f)
     FHLMC 15 YR #219679       9.500%, 2003        477         474          503 (f)
     FHLMC 15 YR #219757      11.000%, 2003      1,308       1,365        1,383
     FHLMC 15 YR #502175      10.500%, 2004        145         148          154 (f)
     FHLMC 15YR               11.000%, 2003      1,527       1,561        1,614 (f)
     FHLMC ARM #605041         7.988%, 2019        242         242          254 (f)
     FHLMC ARM #605048         7.566%, 2018      1,049       1,049        1,098 (f)
     FHLMC ARM #605050         7.862%, 2018        357         357          374 (f)
     FHLMC ARM 605079 WAC      7.774%, 2018      1,222       1,222        1,281 (f)
     FHLMC ARM 605175 WAC      7.773%, 2019      3,201       3,201        3,354 (f)
     FHLMC ARM #605352         7.568%, 2018      2,197       2,197        2,300 (f)
     FHLMC ARM #401587         7.875%, 2018      1,946       1,946        2,039 (f)
     FHLMC ARM #630048         7.750%, 2018         23          23           23 (f)
     FHLMC ARM #630074         7.750%, 2018        421         421          432 (f)
     FHLMC ARM 840031 WAC      7.808%, 2019        346         346          362 (f)
     FHLMC ARM #840035         7.646%, 2019      1,029       1,029        1,065 (f)
     FHLMC ARM #840036         7.722%, 2019      1,134       1,134        1,188 (f)
     FHLMC ARM #840045         7.740%, 2019      3,648       3,648        3,822 (f)
     FHLMC ARM #840072         7.756%, 2019      1,492       1,492        1,555 (f)
     FHLMC ARM #405014         7.689%, 2019        805         805          842 (f)
     FHLMC ARM #405092         7.587%, 2019      1,510       1,510        1,581 (f)
     FHLMC ARM #405185         7.587%, 2018      2,090       2,090        2,187 (f)
     FHLMC ARM #405243         7.706%, 2019        777         777          813 (f)
     FHLMC ARM #405249         7.923%, 2018      2,970       2,970        3,113 (f)
     FHLMC ARM #405360         7.763%, 2019        873         873          914 (f)
     FHLMC ARM #405437         7.693%, 2019        221         221          231 (f)
     FHLMC ARM #405455         7.720%, 2019      1,284       1,284        1,344 (f)
     FHLMC ARM #405517         7.875%, 2019        405         405          424 (f)
     FHLMC ARM #405615         7.590%, 2019        969         969        1,014 (f)
     FHLMC ARM #405675         8.118%, 2020      1,475       1,475        1,546 (f)
     FHLMC ARM #405692         8.236%, 2020      2,299       2,299        2,412 (f)
     FHLMC ARM #405744         8.153%, 2020      1,131       1,131        1,186 (f)
     FHLMC ARM #605432         7.609%, 2017        652         652          683 (f)
     FHLMC ARM #605433         7.572%, 2017      1,467       1,467        1,535 (f)
     FHLMC ARM #605454         7.736%, 2017      4,310       4,310        4,514 (f)
     FHLMC ARM 605853 WAC      7.930%, 2019      2,912       2,912        3,053 (f)
     FHLMC ARM #605854         7.767%, 2019      2,940       2,940        3,079 (f)
     FHLMC ARM #606024         7.155%, 2019      1,318       1,318        1,376 (f)
     FHLMC ARM #606025         7.110%, 2019      4,726       4,726        4,937 (f)
     FHLMC ARM #606151         7.851%, 2019      3,614       3,614        3,787 (f)
     FHLMC ARM #635054         8.168%, 2020        247         247          256 (f)
     FHLMC ARM #785363         7.227%, 2025      8,066       8,173        8,469 (f)
     FHLMC ARM #785601         6.472%, 2026     12,071      12,174       12,191 (f)
     FHLMC ARM #785615         6.691%, 2026     13,602      13,526       13,806 (f)
     FH 3X1 ARM #785619        6.675%, 2026      6,747       6,783        6,890 (f)
     FHLMC ARM 3X1             6.782%, 2026     16,172      16,226       16,526 (f)

<PAGE>

                                             Bal. held
                                             at 12-31-97
                                             Principal
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-97
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
     FHLMC ARM 785672          6.727%, 2026      8,813       8,854        8,905 (f)
     FHLMC ARM #865008         8.455%, 2018      6,368       6,368        6,644 (f)
     FHLMC LOANS #885005       9.500%, 2002      1,169       1,163        1,233 (f)
     FHLMC LOANS #885008      10.000%, 2003      1,971       1,981        2,082 (f)
     FHLMC 15 YR #885009       9.500%, 2003      2,802       2,788        2,955
     FHLMC ARM #606301         8.089%, 2020      5,714       5,714        5,993 (f)
     FHLMC ARM #606903         7.318%, 2022      1,346       1,358        1,377 (f)
     FNMA 92 12 H              6.625%, 2019      1,286       1,286        1,282 (f)
     FNMA 1992-5 C             7.000%, 2016         43          43           43 (f)
     FNMA 92-21D VANILLA       6.650%, 2018        354         353          353 (f)
     FNMA 92 203 E CMO         6.250%, 2005      8,048       7,952        8,042 (f)
     FNMA 93-62 B CMO          6.500%, 2017      4,378       4,273        4,369 (f)
     FNMA 95 2 T CMO           8.500%, 2021      5,317       5,313        5,395 (f)
     FANNIEMAE GR TRST         6.610%, 2018     10,000       9,996       10,081 (f)
     FNMA 96-10 C CMO SEQ      6.500%, 2023      8,288       8,015        8,261 (f)
     FNMA 97-2C CMO            7.000%, 2020     35,534      35,553       36,015 (f)
     FN 97 11 K SEQ CM0        7.125%, 2023     18,152      18,219       18,372 (f)
     FNMA 97-17 CMO            7.000%, 2022     50,000      49,624       50,500 (f)
     FNMA 97-74 G SEQ CMO      6.500%, 2024      9,848       9,808        9,814 (f)
     FNMA 15 YR #2469         11.000%, 2000         17          17           18 (f)
     FNMA 15 YR #13157        11.000%, 2000         13          13           13 (f)
     FNMA 15 YR #13548        11.000%, 2000         36          36           38 (f)
     FNMA 15 YR #13705        11.000%, 2000         41          41           43 (f)
     FNMA 15 YR #18275        11.000%, 2000          7           7            7 (f)
     FNMA 15 YR #18745        11.000%, 2000          9           9           10 (f)
     FNMA 15 YR #18986        11.000%, 2000          8           8            8 (f)
     FNMA 15 YR #19070        11.000%, 2000          6           6            7 (f)
     FNMA 15 YR #19261        11.000%, 2000         15          15           16 (f)
     FNMA 15 YR #22271        11.000%, 2000         32          33           34 (f)
     FNMA 15 YR #22405        11.000%, 2000         33          34           35 (f)
     FNMA 15 YR #22569        11.000%, 2000         57          58           60 (f)
     FNMA 15 YR #22674        11.000%, 2000         23          24           25 (f)
     FNMA 15 YR #25899        11.000%, 2001         13          14           14 (f)
     FNMA 30 YR #27880         9.000%, 2016        104         107          110 (f)
     FNMA 15 YR #34543         9.250%, 2001        167         167          178 (f)
     FNMA 30 YR #36225         9.000%, 2016        302         308          321 (f)
     FNMA 30 YR #040877        9.000%, 2017        186         190          198 (f)
     FNMA 15 6.0 #50973        6.000%, 2009     37,208      36,413       36,855 (f)
     FNMA 30 YR #51617        10.000%, 2017        119         120          130 (f)
     FNMA 30 YR #52185        10.000%, 2017         72          72           78 (f)
     FNMA 30 YR #52596        10.000%, 2017          9           9            9 (f)
     FNMA 15 YR #58405        11.000%, 2003         27          28           29 (f)
     FNMA 15 YR #64520        11.000%, 2001         48          49           51 (f)
     FNMA 15 YR #64523        11.000%, 2000         65          66           69 (f)
     FNMA 15 YR #66458        10.000%, 2004      3,443       3,465        3,649
     FNMA ARM #70007 MEGA      7.324%, 2017      2,005       2,005        2,093 (f)
     FNMA ARM #70009 MEGA      7.357%, 2018      3,093       3,093        3,229 (f)
     FNMA ARM #70117           7.395%, 2017        709         709          740 (f)
     FNMA ARM #70202           7.779%, 2019      2,309       2,309        2,427 (f)
     FNMA 15 YR #70299        10.750%, 2001        156         159          165 (f)
     FNMA 15 YR 70694 MEG      9.500%, 2005      1,720       1,733        1,815
     FNMA #73227 MULT-FAM      6.700%, 2005      2,688       2,717        2,677 (f)

<PAGE>

                                             Bal. held
                                             at 12-31-97
                                             Principal
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-97
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)

     FNMA ARM #79384           8.290%, 2019      1,040       1,040        1,096 (f)
     FNMA ARM #88879           8.629%, 2019      2,218       2,218        2,327 (f)
     FNMA ARM #89125           7.002%, 2019      5,945       6,071        6,186 (f)
     FNMA ARM #92069 FLEX      7.839%, 2018      2,898       2,898        3,048 (f)
     FNMA ARM #93787           7.753%, 2019      2,558       2,558        2,689 (f)
     FNMA ARM #97822           7.634%, 2020        504         504          529 (f)
     FNMA ARM #105989          8.429%, 2020      2,001       2,001        2,099 (f)
     FNMA 15YR #124848         8.000%, 2008     12,598      12,563       13,039 (f)
     FNMA 15YR 190534          6.000%, 2018     19,125      18,829       18,943
     FNMA ARM #190726          7.769%, 2033     12,506      12,757       13,014 (f)
     FNMA 7YR 190778 BALN      6.000%, 2001     45,312      44,937       45,130 (f)
     FNMA ARM #249907          8.000%, 2024     12,733      12,922       13,270 (f)
     FNMA 7.0 15YR 250670      7.000%, 2011      6,453       6,500        6,556 (f)
     FNMA 15YR #250671         7.500%, 2011     22,895      22,953       23,503 (f)
     FNMA 15 YR #A250857       7.000%, 2012     19,021      18,980       19,312 (f)
     FNMA 10YR #303115         6.500%, 2004     13,910      13,169       14,096 (f)
     FNMA ARM #303259          7.815%, 2025      6,692       6,874        6,954 (f)
     FNMA 15YR #303445         5.500%, 2009     19,252      18,480       18,566 (f)
     FNMA 7YR #303448 BLN      6.500%, 2002     20,763      20,784       20,953 (f)
     FNMA 15YR #303779         6.000%, 2011     35,776      35,140       35,217 (f)
     FNMA 15YR #313042         7.000%, 2011     14,375      14,433       14,606 (f)
     FNMA 15YR #313522         7.000%, 2012     37,829      38,041       38,435 (f)
     FNMA 15 YR #313561        8.000%, 2012     22,254      22,679       23,024 (f)
     FNMA ARM #359161          6.615%, 2026     17,227      17,280       17,130 (f)
     FNMA 15YR #367005         7.000%, 2012     13,909      13,835       14,117 (f)
     FNMA ARM #368121 5X1      6.769%, 2025     25,593      25,961       25,991 (f)
     GNMA ARM 1 YR #8157       7.000%, 2023      6,034       6,139        6,188 (f)
     GNMA ARM #8206            7.000%, 2017      1,368       1,368        1,405 (f)
     GNMA ARM #8240            7.000%, 2017        916         905          940 (f)
     GNMA ARM #8251            7.000%, 2017         79          79           81 (f)
     GNMA ARM #8274            6.875%, 2017      2,718       2,716        2,789 (f)
     GNMA ARM #8283            6.875%, 2017        342         341          351 (f)
     GNMA ARM #8293            6.875%, 2017        632         632          648 (f)
     GNMA ARM #8341            7.375%, 2018        141         140          145 (f)
     GNMA ARM #8353            7.375%, 2018      1,169       1,162        1,205 (f)
     GNMA ARM #8365            7.375%, 2018      2,034       2,034        2,096 (f)
     GNMA ARM #8377            7.000%, 2018        894         892          918 (f)
     GNMA ARM #8428            6.875%, 2018        383         383          393 (f)
     GNMA ARM #8440            6.875%, 2018        987         987        1,012 (f)
     GNMA ARM #8638            7.375%, 2025     16,729      16,866       17,207 (f)

    Total United States Government Agencies  1,282,944   1,280,623    1,304,386

  Municipal Bonds

  California

     CAL HSG FIN 1996-M        7.890%, 2016      8,810       8,810        9,051 (b)(f)
     CAL HSG 95-O TAX MUN      7.740%, 2016     10,645      10,645       10,975 (b)(f)
<PAGE>

                                             Bal. held
                                             at 12-31-97
                                             Principal
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-97
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)

  Illinois

     CHICAGO IL BLDG COMM      8.000%, 1998      1,800       1,800        1,800 (b)(f)
     *CHIC IL GAS SPY SRC      7.500%, 2015      4,500       4,500        4,874 (b)(f)
     CHICAGO IL SAN DIST       9.250%, 2000      1,000       1,041        1,100 (b)(f)

  Minnesota

     WEST MN MUNI POWER       10.250%, 2015      3,120       3,215        3,319 (b)(f)

  New York

     NEW YORK CITY NT GO       7.750%, 2000        335         335          340 (b)(f)
     NEW YORK PWR AUTH         9.500%, 2001        270         284          291 (b)(f)

  Pennsylvania

     WY VALLEY PA SWR          5.125%, 2007        125         125          129 (b)(f)

  Texas

     HARRIS CNTY TX TOLL      10.375%, 2014      5,300       5,313        5,329 (b)(f)
     DALLAS TX CIVIC CENT      8.200%, 1998      1,025       1,025        1,025 (b)(f)
     AUSTIN TX UTILITY        10.750%, 2015      3,735       4,023        4,293 (b)(f)

  Total Municipal Bonds                         40,665      41,116       42,526

  Public Utility

     AES CORP SNR SUB NTS      8.375%, 2007      5,000       4,977        5,000 (b)(d)(f)
     AVON ENERGY               6.730%, 2002      4,750       4,750        4,775 (b)(d)(f)
     BAROID CORP               8.000%, 2003      5,000       4,988        5,187
     BARRETT RESOURCES         7.550%, 2007      3,000       3,004        3,105 (f)
     BELL ATLANTIC FINL        5.300%, 1998      5,000       4,944        4,979 (f)
     CMS ENERGY 144A           7.375%, 2000      4,700       4,696        4,684 (d)(f)
     CAL ENERGY CO INC         9.500%, 2006      4,000       4,031        4,360 (f)
     CROSS TIMBERS OIL CO      8.750%, 2009      3,000       3,000        3,049 (d)(f)
     DETROIT EDISON            6.280%, 2000      7,000       6,965        7,030 (f)
     EL PASO ELEC CO           7.250%, 1999      2,000       2,000        2,011 (f)
     ENRON CORP                6.625%, 2003      5,000       5,032        5,055 (f)
     ENRON CORP                6.450%, 2001     10,000      10,000       10,050 (f)
     GTE CORP                  8.850%, 1998      3,000       3,006        3,012 (f)
     HANNA  M A                9.000%, 1998      5,000       5,024        5,082
     INTL SPECIALTY PROD       9.000%, 1999     15,000      15,128       15,181
     JERSEY CENTRAL P&L        6.040%, 2000      5,000       5,000        4,991
     KANSAS CITY P&L           7.340%, 1999     10,000      10,000       10,193
     MCN INV`T CORP MTN        6.890%, 2002      9,000       9,040        9,122 (f)
     NEW PARK RESOURCES        8.625%, 2007      2,500       2,531        2,541 (f)
     NORAM ENERGY CORP         7.500%, 2000      5,000       4,985        5,122 (f)
     OCCIDENTAL PETROLEUM      6.410%, 2000      5,000       4,969        5,036 (f)
     ORYX ENERGY               8.650%, 1999     15,000      15,000       15,333
     PDV AMERICA               7.250%, 1998      3,000       2,998        3,027 (f)
     PUB SERVICE ELEC GAS      6.740%, 2001     12,000      12,000       12,090 (f)
     PACIFIC GAS TRANS         6.640%, 2000      5,000       5,000        5,043 (f)
     PAGING NETWORK           10.000%, 2008      2,000       2,000        2,080 (f)
     PRAXAIR INC               6.750%, 2003      5,000       4,784        5,093 (f)
     PUBLIC SERV E&G CAP       6.800%, 2002     10,000      10,031       10,080 (f)

<PAGE>

                                             Bal. held
                                             at 12-31-97
                                             Principal
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-97
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
     SALTON SEA CL A           6.690%, 2000      4,183       4,183        4,209 (f)
     SMITH INT`L INC           7.240%, 2001     10,000      10,000       10,244 (b)(d)(f)
     TELEPORT COMM             9.875%, 2006      4,000       4,074        4,510 (f)
     TEXAS UTILITIES           6.370%, 2000     10,000      10,000       10,051 (f)
     TOSCO CORP                7.000%, 2000      5,000       4,996        5,102 (f)
     USX CORP                  7.200%, 2004     13,000      13,379       13,451 (f)
     USA WASTE SERVICES        6.500%, 2002     10,000       9,996       10,004 (b)(f)
     WILLIAMS CO INC           6.500%, 2002     12,000      11,990       12,053 (f)
     CSW INVESTMENTS 144A      6.950%, 2001     10,000       9,990       10,184 (b)(d)(f)
     NORCEN ENERGY RES         6.800%, 2002     10,000       9,982       10,189 (f)
     NOVACOR CHEMICALS         6.500%, 2000     10,000       9,978       10,053 (f)

  Total Public Utility                         268,133     268,451      272,361

  Finance

     ICI INVESTMENTS EMTN      6.750%, 2002     10,000      10,085       10,115 (f)
     AT&T CAPITAL CORP         6.900%, 2002     15,000      14,892       15,186 (f)
     ALCO CAPITAL RES          7.330%, 1998     10,000      10,000       10,033 (f)
     ARISTAR FINL              7.875%, 1999      3,000       2,998        3,059 (f)
     ARISTAR INC               6.300%, 2002     10,000       9,971        9,987 (f)
     BANKAMERICA CORP          9.750%, 2000     10,000      10,243       10,818
     BANPONCE FIN CORP         6.580%, 2003      5,000       4,985        5,028 (f)
     CA INF BK SDG E1 A2       6.040%, 2002      1,500       1,500        1,503 (f)
     CAPITAL ONE BANK          7.350%, 2000      5,000       4,998        5,100 (f)
     CARCO AUTO 97-1           6.689%, 2004     12,000      12,000       12,156 (f)
     CATERPILLAR FINANCE       6.960%, 1998      5,000       4,993        5,025 (f)
     CCMSC 1997-2 CLSS A1      6.450%, 2029      5,000       5,002        5,013 (f)
     COMDISCO INC              7.250%, 1998     10,000       9,998       10,038
     COMMERCIAL CREDIT         8.250%, 2001      9,000       8,927        9,637 (f)
     CONTI FINANCIAL CORP      8.375%, 2003      5,000       4,988        5,274 (f)
     CONTI MTG HEL TRTA-6      6.690%, 2016     10,000       9,999       10,061 (f)
     COUNTRYWIDE FUNDING       8.420%, 1999     19,700      19,691       20,247
     COUNTRYWIDE HOME MTN      6.380%, 2002      7,000       6,997        7,022 (f)
     EQCC 97-3 A6 ABS HEL      6.610%, 2021      5,000       5,014        5,017 (f)
     FDIC 96-1C CLASS 1A       6.750%, 2026      7,893       7,890        7,941 (f)
     FIRST NATIONWIDE          9.125%, 2003      4,000       3,882        4,180 (f)
     FULB 97-C1 A-1 MBS        7.150%, 2004     10,114      10,304       10,395 (f)
     FULB 97-C2 CLASS A1       6.479%, 2004      9,916       9,964        9,976 (f)
     FIRST USA DEP NT          6.375%, 2000      5,000       4,991        5,032 (f)
     FIRSTAR CORP              7.150%, 2000     12,000      12,000       12,077 (f)
     GATX CAP CORP MTN         6.360%, 2002      5,000       4,934        4,983 (f)
     GATX CAPITAL CORP         6.500%, 2000      5,000       5,000        5,013 (f)
     GMAC 96-C1 COMM MBS       6.790%, 2003      4,786       4,804        4,841 (f)
     GMAC 97-C2 A CMBS         6.451%, 2027      5,000       5,025        5,017 (f)
     GS-96PROTECT LIFE A1      7.020%, 2027      8,417       8,543        8,515 (f)
     GMAC                      7.750%, 1999     20,000      19,954       20,350 (f)
     GREAT WESTERN FINL        6.375%, 2000      3,000       2,994        3,011 (f)
     GREENPOINT BANK           6.700%, 2002      5,000       4,996        5,029 (f)
     HELLER FINANCIAL          8.000%, 1998     15,000      14,992       15,273
     HELLER FINANCIAL          6.500%, 2000      8,000       8,001        8,075 (f)
     HELLER FINANCIAL          6.440%, 2002      5,000       4,980        5,034 (f)
     HOMESIDE LENDING          6.875%, 2002     10,000       9,997       10,206 (f)

<PAGE>

                                             Bal. held
                                             at 12-31-97
                                             Principal
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-97
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
     HOUSEHOLD FIN MTN         7.100%, 2002     10,000       9,993       10,310 (f)
     INTL LEASE FINANCE        7.950%, 1999     12,000      11,996       12,249 (f)
     IROQUOIS TRUST 97-1A      7.000%, 2006     10,000      10,006       10,162 (d)(f)
     IROQUOIS TRUST 97-2A      6.752%, 2007     15,000      14,984       15,225 (d)(f)
     KEYCORP SENIOR            7.430%, 2000      4,000       3,997        4,107 (f)
     LONG ISL SAV BK           7.000%, 2002      5,000       4,990        5,099 (f)
     MBNA AMER BANK NA         7.540%, 2001     10,000       9,994       10,355
     MBNA CORP                 6.500%, 2000      5,000       4,999        5,024 (f)
     MARGARETTEN FIN'L         6.750%, 2000     15,250      15,349       15,423 (f)
     MELLON FINANCIAL          6.300%, 2000     10,000       9,972       10,050 (f)
     MERIDIAN BANCORP          6.625%, 2000      5,000       5,033        5,060 (f)
     MONEYSTORE 97-A           7.210%, 2021      4,000       4,000        4,126 (f)
     JPMS 96-C2 CL A           6.470%, 2027      4,570       4,594        4,589 (f)
     MS CAP 1996-WFI MBS       7.220%, 2028     10,000      10,132       10,338 (f)
     MS CAP 1 1997-XL A-1      6.590%, 2030     14,957      15,027       15,114 (f)
     MS CAPI 97-ALIC A1 A      6.300%, 2028     10,000       9,999        9,997 (f)
     MCF 96-MC2 CLS A1         6.758%, 2004      9,619       9,696        9,757 (f)
     NORWEST FINANCIAL         7.250%, 2000      4,500       4,495        4,616
     ORIX CR ALL 144A MTN      6.640%, 2002     16,000      16,000       16,080 (d)(f)
     PENSKE TRUCK LEASING      7.750%, 1999      3,000       3,031        3,070 (f)
     PROVIDENT BANK            6.125%, 2000      5,000       4,992        4,988
     PROVIDIAN 97-4-A CRD      6.250%, 2007     10,500      10,482       10,540 (f)
     PHMS 1993-39 A8 SUPP      6.500%, 2008     10,056       9,643        9,951 (f)
     SL CMBS 97-C1 CLS A       6.875%, 2004     16,407      16,555       16,712 (f)
     SBMS VII 91-1 B1          9.700%, 2006        822         822          822 (f)
     SANWA BUS CREDIT MTN      7.250%, 2001     10,000       9,993       10,340 (b)(d)(f)
     SAXON 95-1 BA2 ARM        7.873%, 2025      2,365       2,398        2,409 (f)
     SEARS ROEBUK ACC          6.500%, 2000      5,000       5,013        5,047 (f)
     SASCO96-CL1 AIC           5.944%, 2028      8,631       8,631        8,558 (f)
     TRANS OCEAN CRP 144A      6.670%, 2007     11,030      10,976       11,108 (d)(f)
     TRANSAMERICA FINANCE      9.260%, 1998      5,000       5,000        5,018
     UCFC 95 BA-2 ASSET B      6.600%, 2009      4,380       4,389        4,389 (f)
     UCFC 95 CA2 ASSET BK      6.575%, 2011      6,947       6,955        6,966 (f)
     UCFC 97-B CL A-4 ABS      6.940%, 2023      7,000       6,992        7,028 (f)
     UNIFRAX INVESTMENT       10.500%, 2003      5,000       5,036        5,175 (f)
     WELLSFORD RESID PROP      7.250%, 2000      5,000       4,982        5,108 (f)
     XEROX CREDIT              6.840%, 2000      5,000       5,004        5,062 (f)

  Total Finance                                596,360     596,682      605,239

  Industrial

     AAF MCQUAY                8.875%, 2003     10,000      10,135        9,937 (f)
     AGCO CORP                 8.500%, 2006      5,000       4,966        5,137 (f)
     AK STEEL CORP             9.125%, 2006      3,000       3,060        3,090 (f)
     AMERICAN STANDARD        10.875%, 1999      1,000       1,037        1,058 (f)
     AMERISERVE FOOD SER      10.125%, 2007      4,000       4,115        4,200 (f)
     APPLIED MATERIALS         6.650%, 2000      5,000       5,000        5,055 (f)
     ARGO-TECH CORP            8.625%, 2007      2,000       2,000        2,000 (d)(f)
     A.H. BELO                 6.875%, 2002      5,500       5,490        5,624 (f)
     BANK POPULAR N.A.         6.625%, 2002     12,000      11,989       12,123 (f)
     BISTRO TRST 1997-100      6.350%, 2002      7,000       6,983        6,983 (f)
     BLACK & DECKER            7.500%, 2003     10,000      10,358       10,473 (f)

<PAGE>

                                             Bal. held
                                             at 12-31-97
                                             Principal
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-97
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
     BOYD GAMING CORP          9.250%, 2003      5,000       4,983        5,262 (f)
     BROWN GROUP               8.600%, 1999      5,000       5,000        5,034
     BURLINGTON NORTHERN       6.375%, 2005      5,000       4,998        4,974
     CSX CORP                  7.050%, 2002     10,000       9,994       10,225 (f)
     CSX                       9.230%, 1998     13,500      13,500       13,538
     CAPSTAR HOTEL             8.750%, 2007      3,000       2,996        3,097 (f)
     CHAMPION INTL             9.800%, 1998     10,000      10,000       10,025
     CHIQUITA BRANDS INTL     10.250%, 2006      3,000       2,984        3,285 (f)
     CHRYSLER FINANCE          7.700%, 1998     10,000       9,978       10,130 (f)
     CHRYSLER FINANCE          7.590%, 2000      5,000       5,001        5,157 (f)
     CINCINNATI MILACRON       7.875%, 2000      5,000       5,063        5,086 (f)
     COLUMBIA/HCA HLTHCRE      6.410%, 2000     10,000      10,016        9,964 (f)
     COMCAST CABLE             8.125%, 2004     10,000       9,992       10,782 (f)
     CONTAINER CORP AMER       9.750%, 2003      4,000       3,979        4,320 (f)
     CONT'L CABLEVISION        8.300%, 2006      4,000       3,989        4,399
     COX COMMUNICATIONS        6.375%, 2000     25,000      24,932       25,114 (f)
     CROWN CORK & SEAL         6.750%, 2003     14,950      15,015       15,213 (f)
     DAYTON HUDSON             6.400%, 2003     10,000       9,976       10,003 (f)
     DAYTON HUDSON CO          6.800%, 2001      5,000       5,000        5,080 (f)
     DELTA AIRLINES            9.875%, 1998      8,100       8,100        8,101
     DOMAN INDUSTRIES LTD      9.250%, 2007      3,000       3,015        2,925 (b)(d)(f)
     BERGEN BRUNSWIG(DUR)      7.000%, 2006     20,000      20,045       20,119 (f)
     ERAC USA 144A             6.950%, 2004      9,000       9,130        9,215 (d)(f)
     ENTERPRIS RENT-A-CAR      8.750%, 1999      5,000       4,999        5,218 (d)
     ENTERPRIS RENT-A-CAR      7.875%, 1998      5,000       5,000        5,018 (d)(f)
     ENTERP RENT-A-CARMTN      6.350%, 2001     10,000       9,999       10,009 (d)(f)
     EX IM BK KOREA            6.500%, 2002     10,000       9,754        8,251 (f)
     EXIDE CORP               10.750%, 2002      5,000       5,263        5,294 (f)
     EXTENDICARE HLTH SER      9.350%, 2007      1,000       1,000        1,025 (d)(f)
     FEDDERS N. AMERICA        9.375%, 2007      3,000       3,018        3,067 (d)(f)
     FEDERAL-MOGUL             8.800%, 2007      4,000       3,988        4,288 (f)
     FORD MOTOR CREDIT         6.375%, 2000     10,000      10,077       10,078
     FORD MOTOR CR MTN         7.060%, 2001      5,000       4,986        5,141 (f)
     GATC                      6.320%, 2000     10,000       9,989        9,991 (f)
     GE CAPITAL CORP           8.125%, 1999     12,000      12,075       12,284 (f)
     GENESIS ELDER CARE        9.000%, 2007      4,000       4,014        3,930 (d)(f)
     GENESIS HEALTHCARE        9.250%, 2006      5,000       5,000        5,100 (f)
     GIANT INDUSTRIES          9.000%, 2007      5,000       5,000        4,988 (d)(f)
     HMH PROPERTIES INC        8.875%, 2007      4,000       4,078        4,220 (f)
     HAYES WHEELS INT'L        9.125%, 2007      3,000       3,007        3,112 (f)
     HAYES WHEELS INT`L        9.125%, 2007      1,000       1,000        1,038 (f)
     HERITAGE MEDIA            8.750%, 2006      4,500       4,567        4,826 (f)
     HOWMET INC               10.000%, 2003      3,000       3,161        3,326 (f)
     ITT CORP                  6.250%, 2000      5,000       4,896        4,993 (f)
     INTEGON CORP              9.500%, 2001      2,000       1,984        2,275
     JOHNS MANVILLE INTL      10.875%, 2004      5,000       5,349        5,550 (f)
     K-III COMM PUT/96         8.500%, 2006      5,000       4,982        5,125 (f)
     KAUFMAN & BROAD HOME      7.750%, 2004      3,000       2,977        2,970 (f)
     KROGER CO                 8.150%, 2006      4,000       4,005        4,340 (f)
     LTV CORPORATION 144A      8.200%, 2007      5,000       4,970        4,900 (d)(f)
     LA QUINTA MOTOR           9.250%, 2003      2,000       2,077        2,075 (f)
     LAMAR ADVERTISING         8.625%, 2007      5,000       5,007        5,144 (f)

<PAGE>

                                             Bal. held
                                             at 12-31-97
                                             Principal
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-97
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
     LGETT&PLATT MTN SERD      7.185%, 2002     10,000       9,958       10,335 (f)
     LIFE STYLE FURN          10.875%, 2006      3,000       3,028        3,345 (d)(f)
     MARK IV IND INC           8.750%, 2003      2,000       1,855        2,120
     MARK IV 144A              7.500%, 2007      3,000       2,985        3,037 (d)(f)
     MAXXIM MEDICAL           10.500%, 2006      4,000       4,033        4,340 (f)
     MURRIN-MURRIN 144A        8.843%, 2005      4,000       4,000        3,940 (d)(f)
     NEWS AMER HLDGS           7.500%, 2000     10,000       9,975       10,247 (f)
     NORFOLK SOUTHERN          6.950%, 2002     15,000      15,204       15,447 (f)
     NORTEK INC                9.125%, 2007      2,500       2,524        2,563 (f)
     OUTDOOR SYSTEMS INC       9.375%, 2006      5,000       5,000        5,338 (f)
     O`N`E` LOAN TRUST 97      7.906%, 2007     14,075      14,075       14,075 (f)
     PARACELSUS HEALTH        10.000%, 2006      5,000       5,056        5,138 (f)
     PARAMOUNT COMMUN          5.875%, 2000      5,350       5,255        5,251 (f)
     PARK OHIO INDUSTRIES      9.250%, 2007      1,000       1,004        1,026 (d)(f)
     PENNEY J.C. & CO          7.250%, 2002     10,000       9,996       10,362 (f)
     PILLOWTEX CORP            9.000%, 2007      4,000       4,061        4,095 (d)(f)
     PRINTPACK INC             9.875%, 2004      2,500       2,500        2,663 (f)
     QUAKER OATS               6.940%, 2003      1,500       1,503        1,525 (f)
     QUAKER OATS               6.470%, 2000     10,000      10,026       10,029 (f)
     QUALITY FOOD CENTERS      8.700%, 2007      5,000       5,000        5,425 (f)
     RAYTHEON COM              6.450%, 2002      5,000       5,034        5,041 (f)
     REGALCINEMA 144A          8.500%, 2007      3,000       3,018        2,989 (d)(f)
     REPAP WISCONSIN           9.250%, 2002     15,000      15,765       15,975 (f)
     RITE AID CORP             6.700%, 2001      5,000       4,999        5,081 (f)
     ROLLINS TRUCK             6.875%, 2001      5,000       4,999        5,095 (f)
     RYDER SYSTEM              7.910%, 2000      5,000       5,023        5,179 (f)
     RYERSON TULL              8.500%, 2001      5,000       5,000        5,181 (f)
     SCOTSMAN GROUP INC        8.625%, 2007      3,500       3,491        3,509 (f)
     SEARS                     7.420%, 1998     10,000      10,000       10,025 (f)
     SERVICE CORP INTL         6.375%, 2000     10,500      10,495       10,566 (f)
     SHOP VAC CORP            10.625%, 2003      2,000       2,000        2,178 (f)
     SHOWBOAT INC              9.250%, 2008      4,000       3,791        4,320
     STANDARD COMMERCIAL       8.875%, 2005      4,000       4,000        4,035 (b)(d)(f)
     SUNAMERICA                9.000%, 1999     20,000      20,000       20,607
     SUPERVALU INC             6.500%, 2000      5,000       4,997        5,042 (f)
     SUPERVALU INC             7.250%, 1999      8,000       7,974        8,117 (f)
     S C INTERNATIONAL         9.250%, 2007      5,000       5,026        5,163 (d)(f)
     TCW GEM II 144A FLT       7.188%, 2012     25,000      23,754       23,750 (f)
     TENET HEALTHCARE CO       8.625%, 2003      7,000       6,981        7,263 (f)
     TITAN WHEEL INT`L IN      8.750%, 2007      4,100       4,080        4,305 (f)
     TRICO MARINE SERVICE      8.500%, 2005      3,000       2,985        3,041 (d)(f)
     TYSON FOODS               6.410%, 2000     10,000      10,006       10,072 (f)
     UNION TANK CAR            6.500%, 2008      7,107       7,096        7,173 (f)
     UNITED AIR 1991A-1        9.200%, 2008      4,466       4,188        5,012
     US WEST CAP               6.850%, 2002     15,500      15,493       15,788 (f)
     UNIVERSAL OUTDOOR         9.750%, 2006      5,000       4,971        5,625 (f)
     VENCOR INC                8.625%, 2007      4,000       4,012        4,010 (f)
     VIACOM INC                6.750%, 2003      5,000       4,996        4,946
     WALBRO 144A              10.125%, 2007      3,000       3,040        3,060 (f)
     WHITMAN CORP              6.250%, 2000      5,000       4,960        5,016 (f)
     WYMAM GORDON CO           8.000%, 2007      1,000         993        1,014 (f)
     ANTENNA TV SA 144A        9.000%, 2007      5,000       4,905        5,006 (d)(f)

<PAGE>

                                             Bal. held
                                             at 12-31-97
                                             Principal
                                             Amount of      Cost       Value at
                                               Bonds       (Notes      12-31-97
Name of Issuer and Titles of Issue           and Notes    a and c)     (Note a)
     REYNOLDS METALS CAN       6.625%, 2002     19,500      19,649       19,662 (f)
     COTT CORPORATION          8.500%, 2007      2,500       2,518        2,541 (f)
     FIBERGLASS CAD INC        9.800%, 1998      5,000       5,028        5,103 (d)
     ISPMEX 144A LIQUID       10.125%, 2003      5,000       5,000        5,150 (d)(f)
     REPAP NEW BRUNSWICK       9.875%, 2000      7,000       7,093        7,105 (f)
     STENA AB                 10.500%, 2005      3,000       3,000        3,285
     TARKETT 9.00              9.000%, 2002      3,650       3,721        3,700 (f)
     TEEKAY SHIPPING CORP      8.320%, 2008      3,000       3,030        3,060 (f)
     TELEWEST PLC              9.625%, 2006      2,000       2,000        2,100

  Total Industrial                             794,298     795,190      809,495

  Total Other Bonds and Notes                2,982,400   2,982,062    3,034,007

  Total Bonds and Notes                      2,982,765   2,982,425    3,034,376

                                             Bal. Held
                                             at 12-31-97    Cost       Value at
                                             Number of     (Notes      12-31-97
Name of Issuer and Titles of Issue             Shares     a and c)     (Note a)

  Preferred Stock

  Public Utility

     ALLTEL 7.75 $100 PAR      7.750%, 2005     21,234       2,139        2,145 (d)
     AMERICAN WTRWRKS $25      8.500%, 2000    800,000      20,000       21,000 (b)(d)
     AMERITECH NZ A $100       7.040%, 2001     40,000       4,157        4,270 (d)(f)
     APPALACHIAN PWR $100      6.850%, 2004     30,000       3,004        3,174
     APPALACHIAN PWR $100      5.900%, 2008     10,000         997        1,047 (f)
     APPALACHIAN PWR $100      5.920%, 2008     11,000       1,089        1,106
     ARIZONA PUB SVC $100     10.000%, 2001     91,034       9,496        9,695
     ATLANTIC CITY EL 100      7.800%, 2006     90,000       8,988        9,703
     ATLANTIC CITY EL 100      8.200%, 2000     16,500       1,649        1,675
     BALTIMORE G&E $100        8.625%, 2000     19,328       1,933        1,975
     BELL ATLANTIC NZ144A      7.080%, 2001     25,000       2,634        2,737 (d)(f)
     BELL ATL NZ$100 144A      5.800%, 2004    100,000      10,000       10,275 (d)
     BOSTON EDISON $100        8.000%, 2001     90,000       9,000        9,709
     CENTRAL ILL LT $100       5.850%, 2008     65,000       6,509        6,711
     COMMWLTH ED $100 PVT      8.200%, 2002     52,556       5,151        5,308 (d)
     COMMONWEALTH EDISON       8.850%, 2003     58,500       5,926        6,025 (b)(d)
     CON EDISON $100 SR J      6.125%, 2002    150,000      15,036       15,469
     CON EDISON 7.2 SER I      7.200%, 2007     32,550       3,274        3,420
     DUKE ENERGY $100 V        6.400%, 2002     30,000       3,000        3,103
     DUKE ENRGY $100 SR U      6.300%, 2001     30,000       3,000        3,073
     DUKE ENRGY $100 SR T      6.200%, 2000     30,000       3,000        3,060
     DUKE ENRGY 1992D $25      6.200%, 2001    200,000       5,004        5,100
     DUKE ENRGY 1992C $25      6.100%, 2000    250,000       6,263        6,344
     DUKE ENRGY 1992B $25      5.950%, 1999     15,000         377          379 (f)
     EASTERN EDISON $100       6.625%, 2008    210,000      20,925       22,155
     ENTERGY ARKANSAS $25      9.920%, 2002     77,285       1,998        2,048
     ENTERGY LA INC PFD        8.000%, 2001     70,000       7,000        7,267
     ENTERGY LA   $100         7.000%, 1999     80,000       8,001        8,130
     GREEN MTN PWR CL-D/3      8.625%, 2000     42,000       4,200        4,281 (b)(d)

<PAGE>

                                             Bal. Held
                                             at 12-31-97    Cost       Value at
                                             Number of     (Notes      12-31-97
Name of Issuer and Titles of Issue             Shares     a and c)     (Note a)
     HAWAII ELEC $100          8.500%, 2005     50,000       5,124        5,238 (b)(d)
     MAUI ELEC $100            8.500%, 2005     50,000       5,101        5,238 (b)(d)
     INDIANA MICH POWER        6.300%, 2009     52,250       5,222        5,349
     IND MICH POWER $100       6.250%, 2009     20,000       2,006        2,041 (f)
     INDIANA MICHIGAN PWR      5.900%, 2009     32,500       3,118        3,260
     JERSEY CENTRAL P&L        8.650%, 2005    110,400      11,274       11,758
     JERSEY CENTRAL P & L      8.480%, 2000     17,000       1,703        1,740
     LONG ISL LGT SER AA       7.940%, 2000    273,600       6,882        7,148
     LOUISVILLE G&E PFD        5.875%, 2008     12,000       1,197        1,235 (f)
     MAINE YANKEE $100         7.480%, 2001     29,103       2,845        2,881
     MIDAMERICAN ENERGY        7.800%, 2006     73,300       7,573        8,058
     MN P & L  144A $100       7.125%, 2002     50,000       4,978        5,049 (b)(d)
     MN P&L 144A  6.70         6.700%, 2002    100,000      10,000       10,450 (b)(d)
     NJ NATL GAS 100 144A      7.720%, 2001    200,000      20,000       20,200 (d)
     NO IND PUB SERV $100      8.850%, 2003     31,500       3,162        3,196 (b)(d)
     NO IND PUB SERV $100      6.500%, 2002    114,750      11,945       11,891 (f)
     NORTHWEST NAT GA 100      6.950%, 2002    170,000      17,107       18,424
     OHIO POWER CO $100        5.900%, 2009     36,000       3,531        3,719
     OHI PWR CO $100           6.020%, 2008     10,000         990        1,043
     OHIO PWR CO $100          6.350%, 2008      5,000         507          534
     OTTER TAIL PWR $100       6.300%, 2007    180,000      18,000       18,484
     PECO ENERGY               6.120%, 2003    150,300      14,965       15,443
     PACIFIC GAS & ELEC        6.300%, 2009    112,200       2,751        2,917 (f)
     PACIFIC GAS & ELEC        6.570%, 2007    717,500      18,067       18,745
     PACIFICORP $100 PAR       7.700%, 2001    150,000      15,000       16,106
     POTOMAC ELEC PWR $50      6.800%, 2007    160,800       7,949        8,844
     POTOMAC ELECTRIC          7.780%, 2006    160,000       8,006        8,320
     PRAXAIR INC               7.480%, 2000     70,000       7,064        6,930
     PUB SERV COLO $100        7.500%, 2009    173,368      16,764       17,640 (b)(d)
     PUBLIC SER ELEC & GA      5.970%, 2008      6,000         613          669 (f)
     PUGET SOUND P&L $100      8.000%, 2004      1,666         166          171
     ROCHESTER G&E $100        6.600%, 2009     52,500       5,182        5,555
     ROCHESTER G & E $100      7.650%, 1999     20,000       2,000        2,040
     ROCHESTER G & E $100      7.550%, 1998     67,000       6,702        6,813
     SAN DIEGO G&E $25         1.762%, 2008     59,500       1,587        1,640 (f)
     SO CA EDISON $100         6.050%, 2008     45,000       4,502        4,660 (f)
     SO CA EDISON $100         6.450%, 2002    202,250      20,373       21,085
     SO INDIANA G&E 100        6.500%, 2002     75,000       7,500        7,434 (b)(d)
     TEXAS UTILITIES           6.375%, 2008     54,000       5,431        5,576
     TEXAS UTIL $100 PAR       6.980%, 2008     50,000       5,000        5,460
     UBS PRIVATE SER H         5.040%, 2002         15      15,000       15,225 (b)(d)(f)
     VIRGINIA ELEC & PWR       5.580%, 2000     17,500       1,764        1,766 (f)
     VIRGINIA ELEC & PWR       6.350%, 2000    201,200      20,158       20,711
     WASHINGTON WATER          8.625%, 2000     16,232       1,625        1,661
     WASHINGTON WTR POWER      6.950%, 2007     57,500       5,765        6,307
     WESTERN RESOURCES         7.580%, 2007     76,000       7,850        7,904

  Total Public Utility                       7,049,921     517,799      536,942

  Finance

     ABN AMRO NA FRAP            5.940%         15,000      15,000       15,495 (d)(f)
     COMERICA FRAP               6.840%        150,000       7,796        8,006 (f)
     EURO AMER BANK FRAP         5.840%         10,000      10,000       10,275 (f)
     FLEET FIN 6.59% FRAP        6.590%        130,000       6,662        7,215 (f)

<PAGE>

                                            Bal. Held
                                             at 12-31-97    Cost       Value at
                                             Number of     (Notes      12-31-97
Name of Issuer and Titles of Issue             Shares     a and c)     (Note a)
     MORGAN STANLEY GROUP        5.910%        100,000       5,000        5,190 (f)
     PNC BK FRAP SERF            6.050%        440,000      22,160       22,582 (f)
     WELLS FRGO FRAP SERH        6.590%        432,000      22,108       22,734 (f)

  Total Finance                              1,277,000      88,726       91,497

  Industrial

     NORTHBROOK HLDG 1000     6.600%, 2001      10,000      10,000       10,119 (b)(d)(f)
     WHIRLPOOL FIN $100 B      6.550%, 2008    180,000      18,121       19,057  (d)
     WHIRLPL FINL PFD144A     6.090%,  2002     37,000       3,684        3,848 (b)(d)(f)

  Total Industrial                             227,000      31,805       33,024

  Total Preferred Stock                      8,553,921     638,330      661,463

  Other

  Indutrial

     MRS FIELDS                              20,176,717         605           0 (f)

Total Investments in Securities of Unaffiliated Issuers   3,621,360   3,695,839
Total Reserve for Possible Losses on Corporate Issues           605

                                                         $3,620,755  $3,695,839
</TABLE>

NOTES:

(a)  See notes 1 and 3 to financial statements  regarding  determination of cost
     and fair values.

(b)  Securities  valued by IDS Certificate  Company at fair value in the absence
     of market quotations.

(c)  The aggregate cost of investments in securities of unaffiliated issuers for
     federal income tax purposes was $3,620,013.

(d)  Securities acquired in private  negotiation which may require  registration
     under federal  securities  laws if they were to be publicly sold.  Also see
     note 3B to financial statements.

(e)  Non-income producing securities.

(f)  Securities  classified  as available  for sale and carried at fair value on
     the balance sheet. Also see notes 1 and 3A to financial statements.




<PAGE>

IDS CERTIFICATE COMPANY                                              SCHEDULE II

Investments in and Advances to Affiliates and Income Thereon

December 31, 1997, 1996 and 1995
($ in thousands)

                                         Balance December 31, 1997
                                                                        Interest
                                                                       Dividends
                                          Principal           Carrying  Credited
                                          Amount or    Cost    Value   to Income
Name of Issuer and Title of Issue        No. of Shares (a)&(c)   (b)       (d)
Wholly Owned Subsidiary (b):
Real Estate Investment Company:
  Investors Syndicate Development Corporation:
      Capital Stock......................         100  $2,998   $6,722        $0
Other Controlled Company:
Real Estate Development Company:
  Mankato Ventures, First Mortgage Loan..          $0       0        0         0
Other Affiliates (as defined in Sec. 2(a)(3) of the
Investment Company Act of 1940)..........          $0       0        0         0
    Total affiliates...................................$2,998   $6,722        $0

<PAGE>


IDS CERTIFICATE COMPANY                                              SCHEDULE II

Investments in and Advances to Affiliates and Income Thereon

December 31, 1997, 1996 and 1995
($ in thousands)

                                         Balance December 31, 1996
                                                                        Interest
                                                                       Dividends
                                           Principal           Carrying Credited
                                          Amount or    Cost    Value   to Income
Name of Issuer and Title of Issue        No. of Shares (a)&(c)   (b)       (d)
Wholly Owned Subsidiary (b):
Real Estate Investment Company:
  Investors Syndicate Development Corporation:
      Capital Stock......................         100  $2,998   $6,444        $0
Other Controlled Company:
Real Estate Development Company:
  Mankato Ventures, First Mortgage Loan..          $0       0        0        36
Other Affiliates (as defined in Sec. 2(a)(3) of the
Investment Company Act of 1940)..........          $0       0        0         0
    Total affiliates...................................$2,998   $6,444       $36

<PAGE>

IDS CERTIFICATE COMPANY                                              SCHEDULE II

Investments in and Advances to Affiliates and Income Thereon

December 31, 1997, 1996 and 1995
($ in thousands)

                                         Balance December 31, 1995
                                                                        Interest
                                                                       Dividends
                                           Principal           Carrying Credited
                                          Amount or    Cost    Value   to Income

Name of Issuer and Title of Issue        No. of Shares (a)&(c)   (b)       (d)

Wholly Owned Subsidiary (b):
Real Estate Investment Company:
  Investors Syndicate Development Corporation:
      Capital Stock......................         100  $2,998   $5,193        $0
Other Controlled Company:
Real Estate Development Company:
  Mankato Ventures, First Mortgage Loan..        $462     462      462        56
Other Affiliates (as defined in Sec. 2(a)(3) of the
Investment Company Act of 1940)..........          $0       0        0         0
    Total affiliates...................................$3,460   $5,655       $56

<PAGE>

IDS CERTIFICATE COMPANY                                              SCHEDULE II

Investments in and Advances to Affiliates and Income Thereon

December 31, 1997, 1996 and 1995
($ in thousands)

NOTES:

(a)  The  aggregate  cost for federal  income tax purposes at December 31, 1997,
     1996 and  1995 was  $6,776  $5,159  and  $5,526  respectively,  subject  to
     possible adjustment in certain  circumstances under consolidated income tax
     return regulations.

(b)  Investments  in stocks of wholly  owned  subsidiaries  are  carried at cost
     adjusted  for equity in  undistribute  net  income  since  organization  or
     acquisition of the subsidiaries.

(c)  Changes in  investment in affiliate  during the three years ended  December
     31, 1997 are summarized below:
<TABLE>
<CAPTION>

                                             Cost at    Additions (Deductions)        Cost at

        Name of Issuer and                   Dec. 31,                                 Dec. 31,
<S>                                          <C>          <C>         <C>      <C>     <C> 
        Title of Issue                       1994         1995        1996     1997    1997
        ----------------------------       -----------   -------     -------  ------  -------
        Mankato Ventures,
          First Mortgage

            Loan                                  $580      (118)     (462)    0        $0
</TABLE>

(d)  There were no  dividends  or  interest  earned  which were not  credited to
     income.


<PAGE>
<TABLE>
<CAPTION>

    IDS CERTIFICATE COMPANY                                                                               SCHEDULE III
    Mortgage Loans on Real Estate and Interest Earned on Mortgages

    Year Ended December 31, 1997
    ($ in thousands)

                                                            Part 1 -        Mortgage loans on real estate at end of period

                                                                                       Amount of principal
                                                                                       unpaid at end of period
                                                                             Carrying               Subject       Amount
                                                                            amount of                  to            of
                                                            Number  Prior   mortgages              delinquent    mortgages
                                                              of    liens   (c),(g),(h)             interest       being
    Description (a)                                         loans    (b)      and (i)    Total        (d)        forclosed
    <S>                                                     <C>      <C>    <C>          <C>       <C>          <C>
    First mortgages:

    Insured by Federal Housing Administration - liens on:

    Residential - under $100                                    0                   0          0            0              0
    Apartment and business - under $100                         0                   0          0            0              0

    Total                                                       0                   0          0            0              0

    Partially guaranteed under Servicemen's Readjustment Act of 1944, as amended
    - liens on:

    Residential - under $100                                    0                   0          0            0              0
    Apartment and business - under $100                         0                   0          0            0              0

    Total                                                       0                   0          0            0              0

    Other - liens on:

    Residential                                                 0                   0          0            0              0
    Apartment and business:
    Under $100                                                  2                 190        190            0              0
    $100 to $150                                                0                   0          0            0              0
    $150 to $200                                                1                 163        163            0              0
    $200 to $250                                                2                 442        442            0              0
    $250 to $300                                                0                   0          0            0              0
    $300 to $350                                                2                 624        624            0              0
    $350 to $400                                                4               1,240      1,501            0              0
    $400 to $450                                                0                   0          0            0              0
    $450 to $500                                                0                   0          0            0              0
    Over $500:

    Loan No.         Mortgagor            Property Location

    20-00001    NSP, LTD                  Bloomington, MN       1                 586        586            0              0
    20-00002    CCH-Space Center          Austin, TX            1               1,961      1,961            0              0
    21-47106    1225 No. County Road 18 LTPlymouth, MN          1               1,634      1,634            0              0
    21-47110    Lloyd Engelsma            Brooklyn Park, MN     1               2,210      2,210            0              0
</TABLE>

<PAGE>


    <TABLE>
    <CAPTION>

                                                            Part 1 -        Mortgage loans on real estate at end of period
                                                                                       Amount of principal
                                                                                       unpaid at end of period
                                                                             Carrying               Subject       Amount
    Description (a)                                                         amount of                  to            of
                                                            Number  Prior   mortgages              delinquent    mortgages
    Over $500:                                                of    liens   (c),(g),(h)             interest       being
    Loan No.         Mortgagor            Property Location loans    (b)      and (i)    Total        (d)        forclosed
<S> <C>                                                         <C>             <C>        <C>              <C>            <C>
    21-47116    McCaughey Dev. AssociationMadison, WI           1               1,131      1,131            0              0
    21-47128    Century Income Properties Brookfield,WI         1               1,819      1,819            0              0
    21-47139    Treasurer's Island Inc.   Eagan, MN             1               1,487      1,487            0              0
    21-47140    Harbour Run LTD           MentorOnTheLake,OH    1               4,057      4,057            0              0
    21-47141    John E. Smith             Lafayette, IN         1               3,479      3,479            0              0
    21-47142    34th Street Properties ParGainsville, FL        1               9,981      9,981            0              0
    21-47144    Turnquist, Inc.           Brooklyn Park, MN     1               4,016      4,016            0              0
    21-47147    Columbus Real Estate Co.  Hilliard, OH          1               7,551      7,551            0              0
    21-47150    Bircain Apartment Company Gladstone, MO         1               2,408      2,408            0              0
    21-47152    Richard D. Fownes Trustee Boston, MA            1               3,245      3,245            0              0
    21-47154    Kenneth Grandberg Trustee Randolph, MA          1               3,084      3,084            0              0
    21-47157    John A. Belanich          Tampa, FL             1               3,566      3,566            0              0
    21-47158    Grande Associates         South River, NJ       1               4,081      4,081            0              0
    21-47159    Grande Associates         Marlton, NJ           1               3,647      3,647            0              0
    21-47160    James Esshaki DBA         Taylor MI             1               5,963      5,963            0              0
    21-47164    K & M Hamilton DevelopmentHalmilton, OH         1               5,689      5,689            0              0
    21-47165    Bowling Freen Partnership Sussex, WI            1               2,604      2,604            0              0
    21-47167    Wilder Corp of Delaware   Ruskin, FL            1               5,453      5,453            0              0
    21-47168     Wilder Corp of Delaware  Riverview, FL         1               3,010      3,010            0              0
    21-47172     Dial Reit Inc.           Fremont, NE           1               2,904      2,904            0              0
    21-47173     Cinram Associates        Fairfield, NJ         1               3,811      3,811            0              0
    21-47179     Morrestown Office Center Morrestown, NJ        1               2,671      2,671            0              0
    21-47181     Westlake #1 Limited PartnCharlotte, NC         1               2,276      2,276            0              0

    </TABLE>

<PAGE>


    <TABLE>
    <CAPTION>

                                                            Part 1 -        Mortgage loans on real estate at end of period
                                                                                       Amount of principal
                                                                                       unpaid at end of period
                                                                             Carrying               Subject       Amount
    Description (a)                                                         amount of                  to            of
                                                            Number  Prior   mortgages              delinquent    mortgages
    Over $500:                                                of    liens   (c),(g),(h)             interest       being
    Loan No.         Mortgagor            Property Location loans    (b)      and (i)    Total        (d)        forclosed
<S> <C>                                                         <C>             <C>        <C>              <C>            <C>
    21-47184     Mcnab Commerce Center AssPompano Beach, FL     1               2,135      2,135            0              0
    21-47186     Mack Edison Company      Edison, NJ            1               6,495      6,495            0              0
    21-47187     Industrial Development AsMebane, NC            1               2,481      2,481            0              0
    21-47190     Dial Reit Inc.           Davenport, IA         1               4,021      4,021            0              0
    21-47191     SSC Associates Ltd PtnshpSt. Claire Shores,    1               6,051      6,051            0              0
    21-47192     Tree Trail Village AssociNorcross, GA          1               6,542      6,542            0              0
    21-47194     Briar Development CompanyTacoma, WA            1               4,082      4,082            0              0
    21-47195     Tipotex Inc.             Pharr, TX             1               1,809      1,809            0              0
    21-47196     Wilder Corporation       Pharr, TX             1               3,930      3,930            0              0
    21-47197     Wilder Corporation       Alamo, TX             1                 927        927            0              0
    21-47198     Investors Real Estate TruGrand Forks, ND       1               4,037      4,037            0              0
    21-47199     Warren and Kelso Company Cheltenham Twsp, P    1               2,804      2,804            0              0
    21-47201     Oakland Park Festival CtrOakland Park, FL      1               4,200      4,200            0              0
    21-47202     Lakewood West Ltd PartnerLakewood, CO          1               4,070      4,070            0              0
    21-47204     Fort Walton              Mary Esther, FL       1               3,011      3,011            0              0
    21-47205     Kavanaugh                Tucson, AZ            1               3,746      3,746            0              0
    21-47206     Hicker                   Albequerque, NM       1               5,617      5,617            0              0
    21-47207     Newport VII              Albequerque, NM       1               2,503      2,503            0              0
    21-47208     Newport VI               Albequerque, NM       1                 981        981            0              0
    21-47209     Fountain Lake            Brandeton, FL         1               4,751      4,751            0              0
    21-47210     Orion                    West Haven, CT        1               4,439      4,439            0              0
    21-47211     Plaza 7000               Greenwood Village,    1               2,474      2,474            0              0
    21-47212     Howard Lake-Maple Plain  Howard Lake, MN       1               1,385      1,385            0              0
    21-47213     Crec-Plymouth            Plymouth, MN          1                 989        989            0              0
    21-47214     West Health Inc.         Plymouth, MN          1              10,735     10,735            0              0
    21-47215     Invespro                 Urbandale, IA         1               3,496      3,496            0              0
    21-47216     Invespro                 Urbandale, IA         1               2,753      2,753            0              0
    21-47217     Airport                  Tempe, AZ             1               5,365      5,365            0              0
    21-47218     D&R Northpoin            Sterling, VA          1               1,984      1,984            0              0
    21-47219     NewPort IX               Albequerque, NM       1               2,696      2,696            0              0
    21-47223     Westwood Plaza           Houston, TX           1               3,850      3,850            0              0
    0-3027654    DFB Associates           Costa Mesa, CA        1                 940        940            0              0
    0-3031967    Special Partnership      St. Anthony, MN       1                 501        501            0              0

                                                               71             212,783    213,044            0              0

    Total Other                                                71             212,783    213,044            0              0

    Unallocated Reserve for Losses                                                350

    Total First Mortgage Loans on Real Estate                  71             212,433    213,044            0              0
    </TABLE>

<PAGE>


    <TABLE>
    <CAPTION>

                                                                      Part 2 -

                                                                        Interest earned on mortgages

                                                                                         Average
                                                                                        gross rate
                                                                         Interest      of interest
                                                                          due and      on mortgages
                                                                          accrued      held at end
                                                                         at end of      of period
    Description (a)                                                      period (e)        (f)
    <S>                                                               <C>                    <C>

    First mortgages:

    Insured by Federal Housing Administration - liens on:

    Residential - under $100                                                                  0.000%
    Apartment and business - under $100                                                       0.000%

    Total                                                                                     0.000%

    Partially guaranteed under Servicemen's Readjustment Act of 1944, as amended
    - liens on:

    Residential - under $100                                                                  0.000%
    Apartment and business - under $100                                                       0.000%

    Total                                                                                     0.000%

    Other - liens on:

    Residential                                                                               0.000%
    Apartment and business:
    Under $100                                                                                9.520%
    $100 to $150                                                                              0.000%
    $150 to $200                                                                              8.750%
    $200 to $250                                                                              9.819%
    $250 to $300                                                                              0.000%
    $300 to $350                                                                             10.584%
    $350 to $400                                                                              8.873%
    $400 to $450                                                                              0.000%
    $450 to $500                                                                              0.000%
    Over $500:

    Loan No.         Mortgagor                      Property Location

    20-00001    NSP, LTD                            Bloomington, MN                           8.750%
    21-46978    Kraus Anderson                      Burnsville, MN                            8.000%
    21-47106    1225 No. County Road 18 LTD         Plymouth, MN                              8.000%
    21-47110    Lloyd Engelsma                      Brooklyn Park, MN                         8.750%
    </TABLE>

<PAGE>


    <TABLE>
    <CAPTION>

                                                                      Part 2 -

                                                                        Interest earned on mortgages

                                                                                         Average
                                                                                        gross rate
                                                                         Interest      of interest
    Description (a)                                                       due and      on mortgages
                                                                          accrued      held at end
    Over $500:                                                           at end of      of period
    Loan No.         Mortgagor                      Property Location    period (e)        (f)
    <S>                                                               <C>                    <C>
    21-47116    McCaughey Dev. Association          Madison, WI                               8.500%
    21-47128    Century Income Properties Fund      Brookfield,WI                             8.250%
    21-47139    Treasurer's Island Inc.             Eagan, MN                                 8.625%
    21-47140    Harbour Run LTD                     MentorOnTheLake,OH                        9.000%
    21-47141    John E. Smith                       Lafayette, IN                            10.000%
    21-47142    34th Street Properties Partnership  Gainsville, FL                            7.050%
    21-47144    Turnquist, Inc.                     Brooklyn Park, MN                         8.875%
    21-47147    Columbus Real Estate Co.            Hilliard, OH                              7.500%
    21-47150    Bircain Apartment Company LP        Gladstone, MO                             7.250%
    21-47152    Richard D. Fownes Trustee           Boston, MA                                8.000%
    21-47154    Kenneth Grandberg Trustee           Randolph, MA                              8.250%
    21-47157    John A. Belanich                    Tampa, FL                                 8.750%
    21-47158    Grande Associates                   South River, NJ                           7.500%
    21-47159    Grande Associates                   Marlton, NJ                               7.500%
    21-47160    James Esshaki DBA                   Taylor MI                                 8.500%
    21-47164    K & M Hamilton Development Co.      Halmilton, OH                             8.125%
    21-47165    Bowling Freen Partnership           Sussex, WI                                8.625%
    21-47167    Wilder Corp of Delaware             Ruskin, FL                                9.625%
    21-47168     Wilder Corp of Delaware            Riverview, FL                             9.625%
    21-47172     Dial Reit Inc.                     Fremont, NE                               9.250%
    21-47173     Cinram Associates                  Fairfield, NJ                             9.125%
    21-47179     Morrestown Office Center           Morrestown, NJ                            8.625%
    21-47181     Westlake #1 Limited Partnership    Charlotte, NC                             8.250%
    </TABLE>

<PAGE>


    <TABLE>
    <CAPTION>

                                                                      Part 2 -

                                                                        Interest earned on mortgages

                                                                                         Average
                                                                                        gross rate
                                                                         Interest      of interest
    Description (a)                                                       due and      on mortgages
                                                                          accrued      held at end
    Over $500:                                                           at end of      of period
    Loan No.         Mortgagor                      Property Location    period (e)        (f)
    <S>                                                               <C>                    <C>
    21-47184     Mcnab Commerce Center Association  Pompano Beach, FL                         8.250%
    21-47186     Mack Edison Company                Edison, NJ                                8.000%
    21-47187     Industrial Development Association Mebane, NC                                8.125%
    21-47190     Dial Reit Inc.                     Davenport, IA                             8.000%
    21-47191     SSC Associates Ltd Ptnshp          St. Claire Shores, MI                     7.125%
    21-47192     Tree Trail Village Association     Norcross, GA                              8.250%
    21-47194     Briar Development Company          Tacoma, WA                                8.750%
    21-47195     Tipotex Inc.                       Pharr, TX                                 9.125%
    21-47196     Wilder Corporation                 Pharr, TX                                 9.125%
    21-47197     Wilder Corporation                 Alamo, TX                                 9.125%
    21-47198     Investors Real Estate Trust        Grand Forks, ND                           7.625%
    21-47199     Warren and Kelso Company           Cheltenham Twsp, PA                       8.125%
    21-47201     Oakland Park Festival Ctr          Oakland Park, FL                          7.750%
    21-47202     Lakewood West Ltd Partnership      Lakewood, CO                              7.750%
    21-47204     Fort Walton                        Mary Esther, FL                           8.125%
    21-47205     Kavanaugh                          Tucson, AZ                                8.000%
    21-47206     Hicker                             Albequerque, NM                           8.250%
    21-47207     Newport VII                        Albequerque, NM                           8.125%
    21-47208     Newport VI                         Albequerque, NM                           8.125%
    21-47209     Fountain Lake                      Brandeton, FL                             8.375%
    21-47210     Orion                              West Haven, CT                            7.875%
    21-47211     Plaza 7000                         Greenwood Village,CO                      7.625%
    21-47212     Howard Lake-Maple Plain            Howard Lake, MN                           7.750%
    21-47213     Crec-Plymouth                      Plymouth, MN                              7.750%
    21-47214     West Health Inc.                   Plymouth, MN                              7.750%
    21-47215     Invespro                           Urbandale, IA                             8.375%
    21-47216     Invespro                           Urbandale, IA                             8.375%
    21-47217     Airport                            Tempe, AZ                                 8.375%
    21-47218     D&R Northpoin                      Sterling, VA                              8.500%
    21-47219     NewPort IX                         Albequerque, NM                           7.850%
    21-47223     Westwood Plaza                     Houston, TX                               7.500%
    0-3027654    DFB Associates                     Costa Mesa, CA                            9.500%
    0-3031967    Special Partnership                St. Anthony, MN                           9.250%

                                                                                              8.212%

    Total Other                                                                               8.212%

    Unallocated Reserve for Losses

    Total First Mortgage Loans on Real Estate                                                 8.212%
    </TABLE>

<PAGE>


    <TABLE>
    <CAPTION>

    Part 3 - Location of mortgaged properties
    ($ in thousands)

                                                           Amount of principal
                                                         unpaid at end of period

                                             Carrying                    Subject
         State in                           amount of                      to         Amount of
     which mortgaged    Number     Prior    mortgages                  delinquent     mortgages
         property         of       liens    (c), (g),                   interest        being
        is located       loans      (b)    (h) and (i)      Total          (d)       foreclosed
<S>                           <C>                <C>           <C>  
    Arizona                   2                  9,111         9,111
    California                3                  1,382         1,382
    Colorado                  2                  6,544         6,544
    Connecticut               1                  4,439         4,439
    Florida                   8                 36,107        36,107
    Georgia                   1                  6,542         6,542
    Indiana                   1                  3,479         3,479
    Iowa                      3                 10,270        10,270
    Massachusetts             2                  6,329         6,329
    Michigan                  2                 12,014        12,014
    Minnesota                11                 23,962        23,962
    Missouri                  1                  2,408         2,408
    Nebraska                  1                  2,904         2,904
    New Jersey                6                 21,086        21,086
    New Mexico                4                 11,798        11,798
    North Carolina            2                  4,757         4,757
    North Dakota              1                  4,037         4,037
    Ohio                      3                 17,297        17,297
    Oklahoma                  3                    864           864
    Pennsylvania              1                  2,804         2,804
    South Dakota              1                    358           358
    Texas                     7                 12,671        12,932
    Virginia                  1                  1,984         1,984
    Washington                1                  4,082         4,082
    Wisconsin                 3                  5,554         5,554

                             71                212,783       213,044             0             0

    Unallocated Reserve

    for Losses                                     350

    Total                    71                212,433       213,044             0             0
    </TABLE>

<PAGE>



    NOTES:

    (a)  The  classification   "residential"  includes  single  dwellings  only.
         Residential   multiple   dwellings  are  included  in  "apartment   and
         business".

    (b)  Real estate  taxes and  easements,  which in the opinion of the Company
         are not undue burden on the  properties,  have been  excluded  from the
         determination of "prior liens".

    (c)  In this  schedule III,  carrying  amount of mortgage  loans  represents
         unpaid principal  balances plus  unamortized  premiums less unamortized
         discounts and reserve for loss.

    (d)  Interest in arrears for less than three months has been  disregarded in
         computing the total amount of principal subject to delinquent interest.
         The amounts of  mortgage  loans being  forclosed  are also  included in
         amounts subject to delinquent interest.

    (e)  Information  as to interest due and accrued at the end of the period is
         shown by type of mortgage  loan.  Information  as to  interest  due and
         accrued for the various  classes  within the types of mortgage loans is
         not  readily   available  and  the  obtaining   thereof  would  involve
         unreasonable effort and expense.

         The  Company  does not accrue  interest  on loans  which are over three
         months delinquent.

    (f)  Information  as to  interest  income by type and class of loan has been
         omitted because it is not readily  available and the obtaining  thereof
         would involve  unreasonable  effort and expense.  I lieu  thereof,  the
         average gross interest rates  (exclusive of  amortization  of discounts
         and premiums) on mortgage  loans held at December 31, 1997 are shown by
         type and class of loan.

         The average gross interest rates on mortgage loans held at December 31,
         1997, 1996 and 1995 are summarized as follows:

<TABLE>
<CAPTION>

<S>                                                       <C>       <C>       <C>
                                                            1997      1996      1995

         First mortgages:

              Insured by Federal Housing Administration    0.000%    0.000%    0.000%
              Partially guaranteed under Servicemen's
                Readjustment Act of 1944, as am             0.00      0.00      0.000
              Other                                         8.21      8.45      8.901

                    Combined average                       8.212%    8.450%    8.901%
</TABLE>

<PAGE>



    (g)  Following is a reconciliation  of the carrying amount of mortgage loans
         for the years ended December 31, 1997, 1996 and 1995.

<TABLE><CAPTION>

                                                 1997      1996      1995
    <S>                                       <C>       <C>       <C>
         Balance at beginning of period        $218,697  $233,394  $253,968

         Additions during period:
           New loans acquired:

             Nonaffiliated companies             45,200    18,301     9,000
           Amortization of discount/ premium          0         0         0

                 Total additions                 45,200    18,301     9,000

                                                263,897   251,695   262,968

         Deductions during period:

           Collections of principal              51,464    32,998    29,533
           Cost of mortgages sold                     0         0        41

               Total deductions                  51,464    32,998    29,574

         Balance at end of period              $212,433  $218,697  $233,394
    </TABLE>
    (h)  The aggregate cost of mortgage loans for federal income tax purposes
         at December 31, 1997 was $213,044.

    (i)  At December  31,  1997,  a reserve  for loss of $611 is recorded  which
         represents  $261 on  impaired  mortgage  loans and $350 of  unallocated
         reserves.

    (j)  New loans acquired during 1996 include $2,000 of proceeds received from
         sale of real estate in lieu of cash.

<PAGE>

<TABLE><CAPTION>

IDS CERTIFICATE COMPANY                                                              SCHEDULE V

Qualified Assets on Deposit

December 31, 1997
($ thousands)

                                     Investment Securities
                                     Bonds and                 Mortgage

                                       Notes       Stocks       Loans       Other

      Name of Depositary                (a)         (b)          (c)         (d)        Total
<S>                                  <C>         <C>           <C>        <C>         <C>
Deposits with states or their
depositaries to meet requirements

of statutes and agreements:

    Illinois - Secretary of

      State of Illinois                    $50          $0          $0          $0          $50

    New Jersey - Commissioner
      of Banking and Insurance

      of New Jersey                         49           0           0           0           49


    Pennsylvania - Treasurer
      of the State of

      Pennsylvania                         149           0           0           0          149


    Texas - Treasurer of the

      State of Texas                       115           0           0           0          115

    Total deposits with states or their
    depositaries to meet requirements

    of statues and agreements              363           0           0           0          363

Central depositary - American

  Express Trust Company              2,941,567     638,936     212,433      33,569    3,826,505

    Total                           $2,941,930    $638,936    $212,433     $33,569   $3,826,868



Notes:

  (a)  Represents amortized cost of bonds and notes.
  (b)  Represents average cost of individual issues of stocks.
  (c)  Represents unpaid principal balance of mortgage loans less unamortized
       discounts and reserve for losses.
  (d)  Represents  amortized  cost of purchased  call options and interest  rate
       floors of $33,364 and $205, respectively.

</TABLE>

<PAGE>

<TABLE>

<CAPTION>                                                                                         Schedule VI

IDS CERTIFICATE COMPANY

Certificate Reserves

Part 1 - Summary of Changes

Year ended December 31, 1997                                               Balance at beginning of period
($ in thousands)                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
<S>                                                                   <C>         <C>             <C>

Installment certificates:
Reserves to mature:

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

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

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

Total                                                                                                   1,198

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                            Additions
                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)
<S>                                                                   <C>         <C>             <C>
Installment certificates:
Reserves to mature:

Series 15, includes extended maturities           2.40 Inst/2.50 Ext.           0             0             0
  "    20,     "        "        "                2.52 Inst/2.50 Ext.           5             1             2
  "    15A,    "        "        "                2.66 Inst/3.04 Ext.           4             1             2
  "    22A,    "        "        "                       3.09                 607           324         2,566
  "    I-76,   "        "        "                       3.35                 286           318            36
  "    Reserve Plus Flexible Payment                   (note a)                 0           255            48
  "    IC-Q-Installment                                (note a)                 0            86            17
  "    IC-Q-Ins                                        (note a)                 0         9,109         1,760
  "    IC-Q-Ins Emp                                    (note a)                 0            54            10
  "    IC-1                                            (note a)                 0        91,361         7,043
  "    IC-1-Emp                                        (note a)                 0           701            61
  "    Inst                                            (note a)                 0         1,843            12
  "    Inst-Emp                                        (note a)                 0             6             0
  "    RP-Q-Installment                                (note a)                 0            43            61
  "    RP-Q-Flexible Payment                           (note a)                 0             2             3
  "    RP-Q-Ins                                        (note a)                 0           152            62
  "    RP-Q-Ins Emp                                    (note a)                 0             1             1
  "    RP-1                                            (note a)                 0         1,152           106
  "    RP-1-Emp                                        (note a)                 0             1             0
  "    Inst-R                                          (note a)                 0            42             0
  "    Inst-R-Emp                                      (note a)                 0             0             0

Total                                                                         902       105,452        11,790

Payments made in advance of certificate
year requirements and accrued interest
thereon:
Series 15, includes extended maturities                    2                    0             0             0
  "    20,     "        "        "                         2                    0             1             0
  "    15A,    "        "        "                         3                    1             0             0
  "    22A,    "        "        "                         3                   32           202            72
  "    I-76,   "        "        "                        3.5                  17            34             3

Total                                                                          50           237            75

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                                     Deductions
                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)
<S>                                                                   <C>         <C>             <C>
Installment certificates:
Reserves to mature:

Series 15, includes extended maturities           2.40 Inst/2.50 Ext.           0             0             0
  "    20,     "        "        "                2.52 Inst/2.50 Ext.          33            39            36
  "    15A,    "        "        "                2.66 Inst/3.04 Ext.          81           127            75
  "    22A,    "        "        "                       3.09               2,863         1,490         6,286
  "    I-76,   "        "        "                       3.35                   0         1,081           237
  "    Reserve Plus Flexible Payment                   (note a)               150           522             0
  "    IC-Q-Installment                                (note a)                37           205             0
  "    IC-Q-Ins                                        (note a)             4,057        38,179            15
  "    IC-Q-Ins Emp                                    (note a)                37           158             0
  "    IC-1                                            (note a)                 0        60,054             0
  "    IC-1-Emp                                        (note a)                 0           595             0
  "    Inst                                            (note a)                 0            48             0
  "    Inst-Emp                                        (note a)                 0             0             0
  "    RP-Q-Installment                                (note a)               113           341            33
  "    RP-Q-Flexible Payment                           (note a)                 2            27             0
  "    RP-Q-Ins                                        (note a)               122         1,060             0
  "    RP-Q-Ins Emp                                    (note a)                 0            14             0
  "    RP-1                                            (note a)                 0         1,193             0
  "    RP-1-Emp                                        (note a)                 0             6             0
  "    Inst-R                                          (note a)                 0             0             0
  "    Inst-R-Emp                                      (note a)                 0             0             0

Total                                                                       7,495       105,139         6,682

Payments made in advance of certificate
year requirements and accrued interest
thereon:
Series 15, includes extended maturities                    2                    0             0             0
  "    20,     "        "        "                         2                    2             1             3
  "    15A,    "        "        "                         3                    4             0             2
  "    22A,    "        "        "                         3                   85            46           365
  "    I-76,   "        "        "                        3.5                   0            61            23

Total                                                                          91           108           393

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                            Balance at close of period
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
<S>                                                                   <C>         <C>             <C>

Installment certificates:
Reserves to mature:

Series 15, includes extended maturities           2.40 Inst/2.50 Ext.           0             0             0
  "    20,     "        "        "                2.52 Inst/2.50 Ext.          11           134           124
  "    15A,    "        "        "                2.66 Inst/3.04 Ext.           5            48            38
  "    22A,    "        "        "                       3.09               1,020        21,961        16,045
  "    I-76,   "        "        "                       3.35                 695        16,407         8,110
  "    Reserve Plus Flexible Payment                   (note a)               286         2,605         1,366
  "    IC-Q-Installment                                (note a)               104         1,132           492
  "    IC-Q-Ins                                        (note a)             8,748       106,483        47,907
  "    IC-Q-Ins Emp                                    (note a)                39           511           207
  "    IC-1                                            (note a)            55,233       983,323       258,004
  "    IC-1-Emp                                        (note a)               360         6,142         1,713
  "    Inst                                            (note a)             3,134        66,052         1,807
  "    Inst-Emp                                        (note a)                17           255             6
  "    RP-Q-Installment                                (note a)               199         2,729         1,726
  "    RP-Q-Flexible Payment                           (note a)                18           236            94
  "    RP-Q-Ins                                        (note a)               244         5,083         1,765
  "    RP-Q-Ins Emp                                    (note a)                 3            84            14
  "    RP-1                                            (note a)               412        12,663         3,431
  "    RP-1-Emp                                        (note a)                 3         1,182             9
  "    Inst-R                                          (note a)                18         4,788            42
  "    Inst-R-Emp                                      (note a)                 0             0             0

Total                                                                      70,549     1,231,818       342,900

Payments made in advance of certificate
year requirements and accrued interest
thereon:
Series 15, includes extended maturities                    2              Not           Not                 0
  "    20,     "        "        "                         2            Readily      Applicable             7
  "    15A,    "        "        "                         3           Available                           10
  "    22A,    "        "        "                         3                                              608
  "    I-76,   "        "        "                        3.5                                             343

Total                                                                                                     968

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                           Balance at beginning of period
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest
thereon:

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

Total                                                                                                   7,310

Reserve for accrued extra contribution 3rd year                                                        14,412
Reserve for accrued extra contribution 6th year                                                           282
Accrued interest on reserves in default I-76              3.5                                               2
Reserve for additional credits to be allowed                              Not           Not
Installment Certificates-Special Additional                             Readily      Applicable
Credits I-76                                                           Available                            0
Accrued for additional credits to be allowed at

next anniversary                                                                                          199
Reserve for death and disability refund options                                                             0
Reserve for reconversion of paid-up certificates                                                           53

Total installment certificates                                                                        367,528

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                     Additions

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest
thereon:

  "    15, includes extended maturities                   2.5                   0                           0
  "    20,     "        "        "                        2.5                   1       Not                 2
  "    15A,    "        "        "                         3                    0    Applicable             2
  "    22A,    "        "        "                         3                  121                         773
  "    I-76,   "        "        "                        3.5                  65                          90
  "    Reserve Plus Flexible Payment                   (note a)                48                           0
  "    IC-Q-Installment                                (note a)                17                           0
  "    IC-Q-Ins                                        (note a)             1,762                           0
  "    IC-Q-Ins Emp                                    (note a)                10                           0
  "    IC-1                                            (note a)             7,091                           0
  "    IC-1-Emp                                        (note a)                62                           0
  "    Inst                                            (note a)                14                           0
  "    Inst-Emp                                        (note a)                 0                           0
  "    RP-Q-Installment                                (note a)                61                           0
  "    RP-Q-Flexible Payment                           (note a)                 3                           0
  "    RP-Q-Ins                                        (note a)                62                           0
  "    RP-Q-Ins Emp                                    (note a)                 1                           0
  "    RP-1                                            (note a)               106                           0
  "    RP-1-Emp                                        (note a)                 0                           0
  "    Inst-R                                          (note a)                 0                           0
  "    Inst-R-Emp                                      (note a)                 0                           0

Total                                                                       9,424                         867

Reserve for accrued extra contribution 3rd year                             3,934        (4,457)            0
Reserve for accrued extra contribution 6th year                                59          (331)            0
Accrued interest on reserves in default I-76              3.5                   6             0             0
Reserve for additional credits to be allowed

Installment Certificates-Special Additional

Credits I-76                                                                    0             0             0
Accrued for additional credits to be allowed at
next anniversary                                                              330             0             0
Reserve for death and disability refund options                                 0             0             0
Reserve for reconversion of paid-up certificates                                1             0             0

Total installment certificates                                             14,706       100,901        12,732


</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                     Deductions
                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest
thereon:

Series 15, includes extended maturities                   2.5                   0             0             0
  "    20,     "        "        "                        2.5                   8             8             7
  "    15A,    "        "        "                         3                   16            15            14
  "    22A,    "        "        "                         3                  582           325         1,309
  "    I-76,   "        "        "                        3.5                   0           248            55
  "    Reserve Plus Flexible Payment                   (note a)                 0             0            48
  "    IC-Q-Installment                                (note a)                 0             0            17
  "    IC-Q-Ins                                        (note a)                 0             0         1,762
  "    IC-Q-Ins Emp                                    (note a)                 0             0            10
  "    IC-1                                            (note a)                 0             0         7,045
  "    IC-1-Emp                                        (note a)                 0             0            61
  "    Inst                                            (note a)                 0             0            12
  "    Inst-Emp                                        (note a)                 0             0             0
  "    RP-Q-Installment                                (note a)                 0             0            61
  "    RP-Q-Flexible Payment                           (note a)                 0             0             3
  "    RP-Q-Ins                                        (note a)                 0             0            62
  "    RP-Q-Ins Emp                                    (note a)                 0             0             1
  "    RP-1                                            (note a)                 0             0           106
  "    RP-1-Emp                                        (note a)                 0             0             0
  "    Inst-R                                          (note a)                 0             0             0
  "    Inst-R-Emp                                      (note a)                 0             0             0

Total                                                                         606           596        10,573

Reserve for accrued extra contribution 3rd year                                 0             0             0
Reserve for accrued extra contribution 6th year                                 0             0             0
Accrued interest on reserves in default I-76              3.5                   0             0             6
Reserve for additional credits to be allowed

Installment Certificates-Special Additional

Credits I-76                                                                    0             0             0
Accrued for additional credits to be allowed at
next anniversary                                                                0             0           381
Reserve for death and disability refund options                                 0             0             0
Reserve for reconversion of paid-up certificates                                0             0             0

Total installment certificates                                              8,192       105,843        18,035

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                            Balance at close of period
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest
thereon:

Series 15, includes extended maturities                   2.5                                               0
  "    20,     "        "        "                        2.5             Not           Not                27
  "    15A,    "        "        "                         3            Readily      Applicable             5
  "    22A,    "        "        "                         3           Available                        3,600
  "    I-76,   "        "        "                        3.5                                           1,873
  "    Reserve Plus Flexible Payment                   (note a)                                             0
  "    IC-Q-Installment                                (note a)                                             0
  "    IC-Q-Ins                                        (note a)                                             0
  "    IC-Q-Ins Emp                                    (note a)                                             0
  "    IC-1                                            (note a)                                           312
  "    IC-1-Emp                                        (note a)                                             3
  "    Inst                                            (note a)                                             2
  "    Inst-Emp                                        (note a)                                             0
  "    RP-Q-Installment                                (note a)                                             0
  "    RP-Q-Flexible Payment                           (note a)                                             0
  "    RP-Q-Ins                                        (note a)                                             0
  "    RP-Q-Ins Emp                                    (note a)                                             4
  "    RP-1-Emp                                        (note a)                                             0
  "    Inst-R                                          (note a)                                             0
  "    Inst-R-Emp                                      (note a)                                             0

Total                                                                                                   5,826

Reserve for accrued extra contribution 3rd year                                                        13,889
Reserve for accrued extra contribution 6th year                                                            10
Accrued interest on reserves in default I-76              3.5                                               2
Reserve for additional credits to be allowed

Installment Certificates-Special Additional                               Not           Not
Credits I-76                                                            Readily      Applicable             0
Accrued for additional credits to be allowed at                        Available
next anniversary                                                                                          148
Reserve for death and disability refund options                                                             0
Reserve for reconversion of paid-up certificates                                                           54

Total installment certificates                                                                        363,797

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                           Balance at beginning of period
                                                                         Number
                                                                           of
                                                         Yield          accounts       Amount
                                                      to maturity         with           of          Amount
                                                     on an annual       security      maturity         of
Description                                          payment basis      holders        value        reserves
<S>                                                                   <C>         <C>             <C>

Fully paid certificates:
Single-payment certificates:

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

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

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                     Additions

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)
<S>                                                                   <C>         <C>             <C>
Fully paid certificates:
Single-payment certificates:

SP 74                                                     3.5                   0             0             0
SP 75                                                     3.5                   0             0             0
SP 76                                                     3.5                   4             0             0
SP 77                                                     3.5                  62             0             0
SP 78                                                     3.5                 102             0             0
SP 79                                                     3.5                 117             0             0
SP 80                                                     3.5                 116             0             0
SP 81A                                                    3.5                  66             0             0
SP 82A                                                    3.5                  96             0             0
SP 82B                                                    3.5                 150             0             0
SP 83A                                                    3.5                  24             0             0
SP 83B                                                    3.5                  63             0             0
IC-2-84                                                   3.5                 239             0             0
IC-2-85                                                   3.5                   0             0           253
IC-2-86                                                   3.5                   0             0           126
IC-2-87                                                   3.5                   0             0           170
IC-2-88                                                   3.5                   0             0           340
Reserve Plus Single Payment                            (note a)                 0             1           332
Cash Reserve Single Payment                            (note b)                 0             0             7
IC-Flexible Savings (formerly Variable Term)           (note d)                 0       340,088        28,442
IC-Flexible Savings Emp (formerly Variable Term)       (note d)                 0         2,843           847
IC-Preferred Investors                                 (note d)                 0       120,448         2,672
IC-Investors                                           (note d)                 0       300,689        34,653
IC-Special Deposits                                    (note d)                 0       182,511         6,238
IC-1-84                                                (note c)                 0             0            21
Cash Reserve Variable Payment                          (note b)                 0           474           147
Cash Reserve Variable Payment-3mo.                     (note e)                 0       249,770         9,532
IC-Future Value                                        (note f)                 0         2,858             0
IC-Future Value Emp                                    (note f)                 0            96             0
IC-Stock Market                                        (note g)                 0       143,624        24,437
IC-AEBI Stock Market                                   (note g)                 0           300           343

Total                                                                       1,039     1,343,702       108,560

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                     Deductions
                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)
<S>                                                                   <C>         <C>             <C>
Fully paid certificates:
Single-payment certificates:

SP 74                                                     3.5                   0             0             0
SP 75                                                     3.5                 725             0            57
SP 76                                                     3.5               1,696            10           136
SP 77                                                     3.5                   0           351           160
SP 78                                                     3.5                   0           531             0
SP 79                                                     3.5                   0           622             9
SP 80                                                     3.5                   0           579             9
SP 81A                                                    3.5                   0           273             0
SP 82A                                                    3.5                   0           683             0
SP 82B                                                    3.5                   0           661             8
SP 83A                                                    3.5                   0           209             0
SP 83B                                                    3.5                   0           276             0
IC-2-84                                                   3.5                   0         1,282             0
IC-2-85                                                   3.5                   0         1,201             0
IC-2-86                                                   3.5                   0           488             0
IC-2-87                                                   3.5                   0           611             0
IC-2-88                                                   3.5                   0         1,507             0
Reserve Plus Single Payment                            (note a)                 0         1,638             5
Cash Reserve Single Payment                            (note b)                 0            25             0
IC-Flexible Savings (formerly Variable Term)           (note d)                 0       244,119             0
IC-Flexible Savings Emp (formerly Variable Term)       (note d)                 0         4,272             0
IC-Preferred Investors                                 (note d)                 0        75,704             0
IC-Investors                                           (note d)                 0       213,763             0
IC-Special Deposits                                    (note d)                 0        69,128             0
IC-1-84                                                (note c)                 0            97             0
Cash Reserve Variable Payment                          (note b)                 0         1,140             0
Cash Reserve Variable Payment-3mo.                     (note e)                 0       277,387             0
IC-Future Value                                        (note f)            10,325        15,134             0
IC-Future Value Emp                                    (note f)               311           192             0
IC-Stock Market                                        (note g)                 0        81,641             0
IC-AEBI Stock Market                                   (note g)                 0         1,697             0

Total                                                                      13,057       995,221           384

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                            Balance at close of period

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

Fully paid certificates:
Single-payment certificates:

SP 74                                                      3                    1             8             8
SP 75                                                     3.5                   0             0             0
SP 76                                                     3.5                   0             0             0
SP 77                                                     3.5                  64           485           483
SP 78                                                     3.5                 391         2,838         2,771
SP 79                                                     3.5                 448         3,340         3,157
SP 80                                                     3.5                 424         3,430         3,125
SP 81A                                                    3.5                 344         2,056         1,806
SP 82A                                                    3.5                 300         2,793         2,375
SP 82B                                                    3.5                 542         4,890         4,111
SP 83A                                                    3.5                  93           678           562
SP 83B                                                    3.5                 222         2,101         1,712
IC-2-84                                                   3.5                 840         8,234         6,490
IC-2-85                                                   3.5                 440         4,580         4,682
IC-2-86                                                   3.5                 243         2,699         2,480
IC-2-87                                                   3.5                 292         3,853         3,300
IC-2-88                                                   3.5                 598         8,681         6,735
Reserve Plus Single Payment                               3.5                 979         4,640         7,570
Cash Reserve Single Payment                            (note a)                39           218           178
IC-Flexible Savings (formerly Variable Term)           (note b)            99,887       683,370       746,512
IC-Flexible Savings Emp (formerly Variable Term)       (note d)             1,409        13,702        16,219
IC-Preferred Investors                                 (note d)                63        70,037        71,008
IC-Investors                                           (note d)               568       691,996       741,439
IC-Special Deposits                                    (note d)               138       189,063       195,319
IC-1-84                                                (note d)                57           405           426
Cash Reserve Variable Payment                          (note c)               535         2,687         3,473
Cash Reserve Variable Payment-3mo.                     (note b)            48,811       213,126       224,176
IC-Future Value                                        (note e)            17,346       191,851       191,851
IC-Future Value Emp                                    (note f)               328         3,658         3,658
IC-Stock Market                                        (note g)            92,416       312,493       346,548
IC-AEBI Stock Market                                   (note g)                16         2,401         2,716

Total                                                                     267,834     2,430,313     2,594,890

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                           Balance at beginning of period

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

Additional credits and accrued interest thereon:

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

Total                                                                                                  79,816

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                     Additions

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest thereon:

SP 74                                                     3.5                   0             0             0
SP 75                                                     3.5                   0             0             0
SP 76                                                     3.5                   5             0            26
SP 77                                                     3.5                  68             0            69
SP 78                                                     3.5                 102             0            79
SP 79                                                     3.5                 107             0            85
SP 80                                                     3.5                  97             0            80
SP 81A                                                    3.5                  46             0            39
SP 82A                                                    3.5                  63             0            63
SP 82B                                                    3.5                  96             0            88
SP 83A                                                    3.5                  12             0            12
SP 83B                                                    3.5                  30             0            33
IC-2-84                                                   3.5                 116             0           135
IC-2-85                                                   3.5                 177             0             0
IC-2-86                                                   3.5                  93             0             0
IC-2-87                                                   3.5                 123             0             0
IC-2-88                                                   3.5                 256             0             0
Reserve Plus Single Payment                            (note a)               334             0             0
Cash Reserve Single Payment                            (note b)                 8             0             0
IC-Flexible Savings (formerly Variable Term)           (note d)            32,338             0             0
IC-Flexible Savings Emp (formerly Variable Term)       (note d)             2,868             0             0
IC-Peferred Investors                                  (note d)               983             0             0
IC-Investors                                           (note d)            37,838             0             0
IC-Special Deposits                                    (note d)             6,700             0             0
IC-1-84                                                (note c)                22             0             1
Cash Reserve Variable Payment                          (note b)               154             0             0
Cash Reserve Variable Payment-3mo.                     (note e)             9,657             0             0
IC-Future Value                                        (note f)            18,191             0             0
IC-Future Value Emp                                    (note f)               382             0             0
IC-Stock Market                                        (note g)             2,653             0             0
IC-AEBI Stock Market                                   (note g)               105             0             0

Total                                                                     113,624             0           710

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                     Deductions

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest thereon:

SP 74                                                     3.5                   0             0             0
SP 75                                                     3.5                   0            73             0
SP 76                                                     3.5                 789            12           239
SP 77                                                     3.5               1,913           400           177
SP 78                                                     3.5                   0           540             0
SP 79                                                     3.5                   0           560             9
SP 80                                                     3.5                   0           489             7
SP 81A                                                    3.5                   0           193             0
SP 82A                                                    3.5                   0           490             0
SP 82B                                                    3.5                   0           410             5
SP 83A                                                    3.5                   0           105             0
SP 83B                                                    3.5                   0           129             0
IC-2-84                                                   3.5                   0           620             0
IC-2-85                                                   3.5                   0            11           186
IC-2-86                                                   3.5                   0             5            93
IC-2-87                                                   3.5                   0             5           126
IC-2-88                                                   3.5                   0            19           256
Reserve Plus Single Payment                            (note a)                 0             0           334
Cash Reserve Single Payment                            (note b)                 0             0             8
IC-Flexible Savings (formerly Variable Term)           (note d)                 0         3,584        28,457
IC-Flexible Savings Emp (formerly Variable Term)       (note d)                 0           104         2,672
IC-Preferred Investors                                 (note d)                 0           137           847
IC-Investors                                           (note d)                 0         2,795        34,653
IC-Special Deposits                                    (note d)                 0           179         6,237
IC-1-84                                                (note c)                 0             2            23
Cash Reserve Variable Payment                          (note b)                 0             7           147
Cash Reserve Variable Payment-3mo.                     (note e)                 0           156         9,535
IC-Future Value                                        (note f)             8,060         3,874             0
IC-Future Value Emp                                    (note f)               152            50             0
IC-Stock Market                                        (note g)                 0            97         2,345
IC-AEBI Stock Market                                   (note g)                 0             3           114

Total                                                                      10,914        15,049        86,470

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                            Balance at close of period

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

Additional credits and accrued interest thereon:

SP 74                                                     3.5             Not           Not                10
SP 75                                                     3.5          Applicable    Applicable             0
SP 76                                                     3.5                                               0
SP 77                                                     3.5                                             529
SP 78                                                     3.5                                           2,787
SP 79                                                     3.5                                           2,959
SP 80                                                     3.5                                           2,665
SP 81A                                                    3.5                                           1,257
SP 82A                                                    3.5                                           1,602
SP 82B                                                    3.5                                           2,675
SP 83A                                                    3.5                                             289
SP 83B                                                    3.5                                             823
IC-2-84                                                   3.5                                           3,171
IC-2-85                                                   3.5                                              84
IC-2-86                                                   3.5                                              41
IC-2-87                                                   3.5                                              58
IC-2-88                                                   3.5                                             120
Reserve Plus Single Payment                            (note a)                                             0
Cash Reserve Single Payment                            (note b)                                             0
IC-Flexible Savings (formerly Variable Term)           (note d)                                         1,575
IC-Flexible Savings Emp (formerly Variable Term)       (note d)                                           144
IC-Preferred Investors                                 (note d)                                            39
IC-Investors                                           (note d)                                         1,733
IC-Special Deposits                                    (note d)                                           414
IC-1-84                                                (note c)                                             9
Cash Reserve Variable Payment                          (note b)                                             0
Cash Reserve Variable Payment-3mo.                     (note e)                                           370
IC-Future Value                                        (note f)                                        55,702
IC-Future Value Emp                                    (note f)                                         1,132
IC-Stock Market                                        (note g)                                         1,486
IC-AEBI Stock Market                                   (note g)                                            43

Total                                                                                                  81,717

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                           Balance at beginning of period

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

Accrued for additional credits to be allowed at next anniversaries:

SP 74                                                                     Not           Not                 0
SP 75                                                                  Applicable    Applicable             0
SP 76                                                                                                      23
SP 77                                                                                                      35
SP 78                                                                                                      38
SP 79                                                                                                      43
SP 80                                                                                                      40
SP 81A                                                                                                     21
SP 82A                                                                                                     20
SP 82B                                                                                                     52
SP 83A                                                                                                      7
SP 83B                                                                                                     16
IC-2-84                                                                                                    63
IC-2-85                                                                                                    35
IC-2-86                                                                                                    16
IC-2-87                                                                                                    23
IC-2-88                                                                                                    45
IC-Stock Market                                                                                        16,768
IC-AEBI Stock Market                                                                                       91

Total                                                                                                  17,336

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                     Additions

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)
<S>                                                                   <C>         <C>             <C>
Accrued for additional credits to be allowed at next anniversaries:

SP 74                                                                           0             0             0
SP 75                                                                           0             0             0
SP 76                                                                           3             0             0
SP 77                                                                          46             0             0
SP 78                                                                          78             0             0
SP 79                                                                          85             0             0
SP 80                                                                          79             0             0
SP 81A                                                                         41             0             0
SP 82A                                                                         61             0             0
SP 82B                                                                         90             0             0
SP 83A                                                                         12             0             0
SP 83B                                                                         33             0             0
IC-2-84                                                                       137             0             0
IC-2-85                                                                        64             0             0
IC-2-86                                                                        34             0             0
IC-2-87                                                                        44             0             0
IC-2-88                                                                        83             0             0
IC-Stock Market                                                            24,013             0             0
IC-AEBI Stock Market                                                          201             0             0

Total                                                                      25,104             0             0

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                     Deductions

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)
<S>                                                                   <C>         <C>             <C>
Accrued for additional credits to be allowed at next anniversaries:

SP 74                                                                           0             0             0
SP 75                                                                           0             0             0
SP 76                                                                           0             0            26
SP 77                                                                           0             0            69
SP 78                                                                           0             0            79
SP 79                                                                           0             0            85
SP 80                                                                           0             0            80
SP 81A                                                                          0             0            39
SP 82A                                                                          0             0            63
SP 82B                                                                          0             0            88
SP 83A                                                                          0             0            12
SP 83B                                                                          0             0            33
IC-2-84                                                                         0             0           135
IC-2-85                                                                         0             0            66
IC-2-86                                                                         0             0            34
IC-2-87                                                                         0             0            44
IC-2-88                                                                         0             0            85
IC-Stock Market                                                                 0           362        22,101
IC-AEBI Stock Market                                                            0             0           228

Total                                                                           0           362        23,267

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                            Balance at close of period

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

Accrued for additional credits to be allowed at next anniversaries:

SP 74                                                                     Not           Not                 0
SP 75                                                                  Applicable    Applicable             0
SP 76                                                                                                       0
SP 77                                                                                                      12
SP 78                                                                                                      37
SP 79                                                                                                      43
SP 80                                                                                                      39
SP 81A                                                                                                     23
SP 82A                                                                                                     18
SP 82B                                                                                                     54
SP 83A                                                                                                      7
SP 83B                                                                                                     16
IC-2-84                                                                                                    65
IC-2-85                                                                                                    33
IC-2-86                                                                                                    16
IC-2-87                                                                                                    23
IC-2-88                                                                                                    43
IC-Stock Market                                                                                        18,318
IC-AEBI Stock Market                                                                                       64

Total                                                                                                  18,811

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                           Balance at beginning of period

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

R Series Single-Payment certificates:

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

Total                                                                      42,911       451,115       473,747

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                     Additions

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)
<S>                                                                   <C>         <C>             <C>
R Series Single-Payment certificates:

R-76                                                      3.5                   0             0             6
R-77                                                      3.5                   0             0            22
R-78                                                      3.5                   0             0            33
R-79                                                      3.5                   0             0            45
R-80                                                      3.5                   0             0            63
R-81                                                      3.5                   0             0            21
R-82A                                                     3.5                   0             0            54
RP-Q                                                   (note a)                 0             0           109
R-II                                                      3.5                   0             0            39
RP-84                                                     3.5                   0             0           138
RP-85                                                     3.5                   0             0            47
RP-86                                                     3.5                   0             0            16
RP-87                                                     3.5                   0             0            30
RP-88                                                     3.5                   0             0            36
Cash Reserve RP                                        (note b)                 0             0             2
IC-Flexible Savings RP (formally Variable Term RP)     (note d)                 0        54,367         6,806
RP-Preferred Investors                                 (note d)                 0         3,828           110
Cash Reserve RP-3 mo.                                  (note e)                 0        43,613         1,287
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)                 0           839           295
RP-Future Value                                        (note f)                 0         1,753             0
RP-Future Value Emp                                    (note f)                 0           268             0
RP-Stock Market                                        (note g)                 0        29,274         4,368
D-1                                                    (note a)                 0         1,468         1,892

Total                                                                           0       135,410        15,419

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                     Deductions

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)
<S>                                                                   <C>         <C>             <C>
R Series Single-Payment certificates:

R-76                                                      3.5                   0            43             0
R-77                                                      3.5                   0            76             0
R-78                                                      3.5                   0           198             0
R-79                                                      3.5                   0           184             0
R-80                                                      3.5                   0           596             0
R-81                                                      3.5                   0           113             0
R-82A                                                     3.5                   0           234             0
RP-Q                                                   (note a)                 0           672             0
R-II                                                      3.5                   0           190             0
RP-84                                                     3.5                   0           689             0
RP-85                                                     3.5                   0           397             0
RP-86                                                     3.5                   0           211             0
RP-87                                                     3.5                   0           202             0
RP-88                                                     3.5                   0           229             0
Cash Reserve RP                                        (note b)                 0            60             0
IC-Flexible Savings RP (formally Variable Term RP)     (note d)                 0        49,720             0
RP-Preferred Investors                                 (note d)                 0         1,659             0
Cash Reserve RP-3 mo.                                  (note e)                 0        45,794             0
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)                 0         1,130             0
RP-Future Value                                        (note f)            11,087        10,431             0
RP-Future Value Emp                                    (note f)               282            71             0
RP-Stock Market                                        (note g)                 0        12,093             0
D-1                                                    (note a)                 3        11,139             0

Total                                                                      11,372       136,131             0

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                            Balance at close of period

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

R Series Single-Payment certificates:

R-76                                                      3.5                   9            92            78
R-77                                                      3.5                  42           506           425
R-78                                                      3.5                  74           721           551
R-79                                                      3.5                 100         1,068           797
R-80                                                      3.5                 119         1,211           849
R-81                                                      3.5                  50           572           351
R-82A                                                     3.5                 228         1,778           980
RP-Q                                                   (note a)               590         1,042         2,404
R-II                                                      3.5                 169         1,696           713
RP-84                                                     3.5                 515         6,321         2,526
RP-85                                                     3.5                 152           650           658
RP-86                                                     3.5                  49           344           324
RP-87                                                     3.5                 110           624           527
RP-88                                                     3.5                 140           789           609
Cash Reserve RP                                        (note b)                 8            18            34
IC-Flexible Savings RP (formally Variable Term RP)     (note d)            14,722       134,813       151,753
RP-Preferred Investors                                 (note d)                 4         3,046         3,132
Cash Reserve RP-3 mo.                                  (note e)             3,127        28,298        29,587
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)               393         4,455         5,390
RP-Future Value                                        (note f)            10,988       168,857       168,857
RP-Future Value Emp                                    (note f)               258         5,035         5,035
RP-Stock Market                                        (note g)            10,285        59,553        67,221
D-1                                                    (note a)               211        28,044        34,272

Total                                                                      42,343       449,533       477,073

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                           Balance at beginning of period

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

<S>                                                                   <C>         <C>             <C>

Additional Interest on R-Series Single
Payment Reserves:

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

Total                                                                                                  55,246

Accrued for additional credits to be allowed
at next anniversaries

RP-Stock Market                                                                                         2,938

Total single payment                                                                                2,779,334

Paid-up certificates:

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

Total                                                                       1,785        14,619        12,333

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                     Additions

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

Additional Interest on R-Series Single
Payment Reserves:

R-76                                                      3.5                   5             0             0
R-77                                                      3.5                  23             0             0
R-78                                                      3.5                  31             0             0
R-79                                                      3.5                  43             0             0
R-80                                                      3.5                  59             0             0
R-81                                                      3.5                  20             0             0
R-82A                                                     3.5                  54             0             0
RP-Q                                                   (note a)               109             0             0
R-II                                                      3.5                  38             0             0
RP-84                                                     3.5                 135             0             0
RP-85                                                     3.5                  39             0             0
RP-86                                                     3.5                  17             0             0
RP-87                                                     3.5                  29             0             0
RP-88                                                     3.5                  34             0             0
Cash Reserve RP                                        (note b)                 2             0             0
IC-Flexible Savings RP (formally Variable Term RP)     (note d)             7,547             0             0
RP-Preferred Investors                                 (note d)               115             0             0
Cash Reserve RP-3 mo.                                  (note e)             1,299             0             0
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)               330             0             0
RP-Future Value                                        (note f)            17,024             0             0
RP-Future Value Emp                                    (note f)               559             0             0
RP-Stock Market                                        (note g)               534             0             0
D-1                                                    (note a)             2,030             0             0

Total                                                                      30,076             0             0

Accrued for additional credits to be allowed at next anniversaries:

RP-Stock Market                                                             4,630             0             0

Total single payment                                                      174,473     1,479,112       124,689

Paid-up certificates:

Series 15 and 20                                         3.25                   5             0            18
  "    15A and 22A                                        3.5                 304             0         1,633
  "    I-76                                               3.5                  73             0           297

Total                                                                         382             0         1,948

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                     Deductions

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

Additional Interest on R-Series Single
Payment Reserves:

R-76                                                      3.5                   0             1             6
R-77                                                      3.5                   0             3            22
R-78                                                      3.5                   0             4            33
R-79                                                      3.5                   0             1            45
R-80                                                      3.5                   0             8            63
R-81                                                      3.5                   0             0            21
R-82A                                                     3.5                   0             5            54
RP-Q                                                   (note a)                 0             0           109
R-II                                                      3.5                   0             2            40
RP-84                                                     3.5                   0             8           138
RP-85                                                     3.5                   0             3            47
RP-86                                                     3.5                   0             4            16
RP-87                                                     3.5                   0             3            30
RP-88                                                     3.5                   0             5            35
Cash Reserve RP                                        (note b)                 0             0             2
IC-Flexible Savings RP (formally Variable Term RP)     (note d)                 0           715         6,806
RP-Preferred Investors                                 (note d)                 0             0           110
Cash Reserve RP-3 mo.                                  (note e)                 0            13         1,287
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)                 0            35           295
RP-Future Value                                        (note f)            10,460         3,447             0
RP-Future Value Emp                                    (note f)               322            23             0
RP-Stock Market                                        (note g)                 0            32           452
D-1                                                    (note a)                 0           138         1,892

Total                                                                      10,782         4,450        11,503

Accrued for additional credits to be allowed at next anniversaries:

RP-Stock Market                                                                 0            55         3,916

Total single payment                                                       46,125     1,151,268       125,540

Paid-up certificates:

Series 15 and 20                                         3.25                  86            16            31
  "    15A and 22A                                        3.5               1,818           792         1,607
  "    I-76                                               3.5                   0           456            17

Total                                                                       1,904         1,264         1,655

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                            Balance at close of period

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

<S>                                                                   <C>         <C>             <C>

Additional Interest on R-Series Single
Payment Reserves:

R-76                                                      3.5             Not           Not                 3
R-77                                                      3.5          Applicable    Applicable             7
R-78                                                      3.5                                              16
R-79                                                      3.5                                              20
R-80                                                      3.5                                              25
R-81                                                      3.5                                               9
R-82A                                                     3.5                                              42
RP-Q                                                   (note a)                                             0
R-II                                                      3.5                                              23
RP-84                                                     3.5                                              73
RP-85                                                     3.5                                              20
RP-86                                                     3.5                                               9
RP-87                                                     3.5                                              15
RP-88                                                     3.5                                              17
Cash Reserve RP                                        (note b)                                             0
IC-Flexible Savings RP (formally Variable Term RP)     (note d)                                           329
RP-Preferred Investors                                 (note d)                                             5
Cash Reserve RP-3 mo.                                  (note e)                                            47
IC-Flexible Savings RP Emp (form. Var Term RP Emp)     (note d)                                            11
RP-Future Value                                        (note f)                                        55,838
RP-Future Value Emp                                    (note f)                                         1,769
RP-Stock Market                                        (note g)                                           309
D-1                                                    (note a)                                             0

Total                                                                                                  58,587

Accrued for additional credits to be allowed at next anniversaries:

RP-Stock Market                                                                                         3,597

Total single payment                                                                                3,234,675

Paid-up certificates:

Series 15 and 20                                         3.25                  14           123           108
  "    15A and 22A                                        3.5                 662         8,525         7,638
  "    I-76                                               3.5                 648         3,194         2,094

Total                                                                       1,324        11,842         9,840

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                           Balance at beginning of period

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

Additional credits and accrued interest thereon:

Series 15 and 20                                          2.5             Not           Not                 9
  "    15A and 22A                                         3           Applicable    Applicable           421
  "    Series I-76                                        3.5                                             162

Total                                                                                                     592

Accrued for additional credits to be allowed

at next anniversaries                                                                                      55

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

Optional settlement certificates:

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

at next anniversaries                                                                                     903
Accrued for additional credits to be allowed
at next anniversaries-R-76 thru R-82A & R-II                                                                7
Accrued for additional credits to be allowed

at next anniversaries-IST&G                                                                                 0

Total optional settlement                                                   9,613                     123,049

                                                                                        Not

Due to unlocated certificate holders                                                 Applicable           300

Total certificate reserves                                                                          3,283,191

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                     Additions

                                                                                                    Charged
                                                         Yield          Charged       Reserve       to other
                                                      to maturity      to profit    payments by     accounts
                                                     on an annual       and loss    certificate       (per
Description                                          payment basis     or income      holders       part 2)
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest thereon:

Series 15 and 20                                          2.5                   0             0             2
  "    15A and 22A                                         3                   10             0            63
  "    Series I-76                                        3.5                   6             0            20

Total                                                                          16             0            85

Accrued for additional credits to be allowed

at next anniversaries                                                          71             0             0

Total paid-up                                                                 469             0         2,033

Optional settlement certificates:

Series 1, IST&G                                            3                    0             0             0
Other series and conversions from Single
Payment certificates                                  2.5-3-3-3.5           3,134             0         6,341
Series R-76 thru R-82A                                     3                    6             0             3
Series R-II & RP-2-84 thru 88                             3.5                  25             0             8
Reserve Plus Single-Payment                            (note a)                63             0             5
Reserve Plus Flex-Pay & IC-Q-Inst                      (note a)                 3             0            15
Series R-Installment                                   (note a)                10             0            33
Series R-Single-Payment                                (note a)                 4             0             0
Additional credits and accrued interest thereon          2.5-3                299             0         1,822
Additional credits and accrued int. thereon-IST&G        2.5-3                  0             0             0
Accrued for additional credits to be allowed

at next anniversaries                                                       1,807             0             0
Accrued for additional credits to be allowed
at next anniversaries-R-76 thru R-82A & R-II                                   11             0             0
Accrued for additional credits to be allowed

at next anniversaries-IST&G                                                     0             0             0

Total optional settlement                                                   5,362             0         8,227

                                                                                        Not

Due to unlocated certificate holders                                                 Applicable           179

Total certificate reserves                                                195,010     1,580,013       147,860

Provision for certificate reserves and additional

  credits per Statement of Operations                                     166,165
Provision for reconversion applied against reserve

  recoveries from terminations prior to maturity in

  Statement of Operations                                                       1
Income (loss) from purchased and written call options

  included in provision for certificate reserves

  in Statement of Operations                                               28,844

                                                                          195,010

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                     Deductions

                                                                                                    Credited
                                                         Yield                          Cash        to other
                                                      to maturity                    surrenders     accounts
                                                     on an annual                     prior to        (per
Description                                          payment basis     Maturities     maturity      part 2)
<S>                                                                   <C>         <C>             <C>
Additional credits and accrued interest thereon:

Series 15 and 20                                          2.5                   5             2             1
  "    15A and 22A                                         3                  145            26            50
  "    Series I-76                                        3.5                   0            23             0

Total                                                                         150            51            51

Accrued for additional credits to be allowed

at next anniversaries                                                           0             0            84

Total paid-up                                                               2,054         1,315         1,790

Optional settlement certificates:

Series 1, IST&G                                            3                    1             0             0
Other series and conversions from Single
Payment certificates                                  2.5-3-3-3.5           7,690         7,915             0
Series R-76 thru R-82A                                     3                   49            19             0
Series R-II & RP-2-84 thru 88                             3.5                 109           270             0
Reserve Plus Single-Payment                            (note a)                76           193             0
Reserve Plus Flex-Pay & IC-Q-Inst                      (note a)                12            10             0
Series R-Installment                                   (note a)                73            62             0
Series R-Single-Payment                                (note a)                25             6             0
Additional credits and accrued interest thereon          2.5-3              1,082           776           514
Additional credits and accrued int. thereon-IST&G        2.5-3                  0             0             0
Accrued for additional credits to be allowed

at next anniversaries                                                          21             1         1,828
Accrued for additional credits to be allowed
at next anniversaries-R-76 thru R-82A & R-II                                    2             0            12
Accrued for additional credits to be allowed

at next anniversaries-IST&G                                                     0             0             0

Total optional settlement                                                   9,140         9,252         2,354

                                                                          Not

Due to unlocated certificate holders                                   Applicable                         188

Total certificate reserves                                                 65,511     1,267,678       147,907

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                            Balance at close of period

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

Additional credits and accrued interest thereon:

Series 15 and 20                                          2.5             Not           Not                 3
  "    15A and 22A                                         3           Applicable    Applicable           273
  "    Series I-76                                        3.5                                             165

Total                                                                                                     441

Accrued for additional credits to be allowed

at next anniversaries                                                                                      42

Total paid-up                                                               1,324        11,842        10,323

Optional settlement certificates:

Series 1, IST&G                                            3                   13                           6
Other series and conversions from Single
Payment certificates                                  2.5-3-3-3.5           8,329                     101,339
Series R-76 thru R-82A                                     3                   46                         173
Series R-II & RP-2-84 thru 88                             3.5                  29                         464
Reserve Plus Single-Payment                            (note a)               146                       1,429
Reserve Plus Flex-Pay & IC-Q-Inst                      (note a)                18                         105
Series R-Installment                                   (note a)                59                         301
Series R-Single-Payment                                (note a)                27                          72
Additional credits and accrued interest thereon          2.5-3            Not           Not            11,139
Additional credits and accrued int. thereon-IST&G        2.5-3         Applicable    Applicable             0
Accrued for additional credits to be allowed

at next anniversaries                                                                                     860
Accrued for additional credits to be allowed
at next anniversaries-R-76 thru R-82A & R-II                                                                4
Accrued for additional credits to be allowed

at next anniversaries-IST&G                                                                                 0

Total optional settlement                                                   8,667                     115,892

                                                                                        Not

Due to unlocated certificate holders                                                 Applicable           291

Total certificate reserves                                                                          3,724,978

</TABLE>

<PAGE>



Notes:

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

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

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

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

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

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

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


<PAGE>


<TABLE>
<CAPTION>

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

Year ended December 31, 1997
($ in thousands)

                                  Additions to reserves charged to other accounts

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

<S>                             <C>             <C>         <C>               <C>
Reserves to mature installment

certificates:
Series 15, including extended

maturities                                  0           0                  0         0
Series 20, including extended
maturities                                  0           2                  0         2
Series 15A, including extended
maturities                                  0           2                  0         2
Series 22A, including extended
maturities                                134         188              2,244     2,566
Series I-76                                14          22                  0        36
Series Reserve Plus Flexible
Payment                                     0           0                 48        48
Series IC-Q-Installment                     0           0                 17        17
Series IC-Q-Ins                             0           0              1,760     1,760
Series IC-Q-Ins Emp                         0           0                 10        10
Series IC-1                                 0           0              7,043     7,043
Series IC-1 Emp                             0           0                 61        61
Series Inst                                 0           0                 12        12
Series Inst-Emp                             0           0                  0         0
Series RP-Q-Installment                     0           0                 61        61
Series RP-Q-Flexible Payment                0           0                  3         3
Series RP-Q-Ins                             0           0                 62        62
Series RP-Q-Ins Emp                         0           0                  1         1
Series RP-1                                 0           0                106       106
Series RP-1 Emp                             0           0                  0         0

Total                                     148         214             11,428    11,790
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

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

Year ended December 31, 1997
($ in thousands)

                                Deductions from reserves credited to other accounts

                                                Conversions
                                                to optional    Maturities
                                                settlement     transferred
                                Conversions    certificates-   to extended
                                 to paid-up      credited      maturities-
                                certificates-   to optional   credited to
                                  credited      settlement     reserves to
                                 to paid-up    reserves and      mature-
                                 surrender       surrender      extended
                                   income         income       maturities     Total
<S>                             <C>            <C>            <C>            <C>
Reserves to mature installment

certificates:
Series 15, including extended

maturities                                0               0              0         0
Series 20, including extended
maturities                               15              21              0        36
Series 15A, including extended
maturities                                9              66              0        75
Series 22A, including extended
maturities                            1,332           2,710          2,244     6,286
Series I-76                             237               0              0       237
Series Reserve Plus Flexible
Payment                                   0               0              0         0
Series IC-Q-Installment                   0               0              0         0
Series IC-Q-Ins                           0              15              0        15
Series IC-Q-Ins Emp                       0               0              0         0
Series IC-1                               0               0              0         0
Series IC-1 Emp                           0               0              0         0
Series Inst                               0               0              0         0
Series Inst-Emp                           0               0              0         0
Series RP-Q-Installment                   0              33              0        33
Series RP-Q-Flexible Payment              0               0              0         0
Series RP-Q-Ins                           0               0              0         0
Series RP-Q-Ins Emp                       0               0              0         0
Series RP-1                               0               0              0         0
Series RP-1 Emp                           0               0              0         0

Total                                 1,593           2,845          2,244     6,682
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

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

Year ended December 31, 1997
($ in thousands)

                 Additions to reserves charged to other accounts

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

<S>                              <C>              <C>            <C>                <C>
Series 15, including extended
maturities                                   0              0                  0         0
Series 20, including extended
maturities                                   0              0                  0         0
Series 15A, including extended
maturities                                   0              0                  0         0
Series 22A, including extended
maturities                                   5              0                 67        72
Series I-76                                  2              1                  0         3
Series Reserve Plus Flexible
Payment                                      0              0                  0         0
Series IC-Q-Installment                      0              0                  0         0
Series IC-Q-Ins                              0              0                  0         0
Series IC-Q-Ins Emp                          0              0                  0         0
Series IC-1                                  0              0                  0         0
Series IC-1 Emp                              0              0                  0         0
Series RP-Q-Installment                      0              0                  0         0
Series RP-Q-Flexible Payment                 0              0                  0         0
Series RP-Q-Ins                              0              0                  0         0
Series RP-Q-Ins Emp                          0              0                  0         0
Series RP-1                                  0              0                  0         0
Series RP-1 Emp                              0              0                  0         0

Total                                        7              1                 67        75
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

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

Year ended December 31, 1997
($ in thousands)

                                           Deductions from reserves credited to other accounts

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

<S>                              <C>             <C>             <C>            <C>               <C>
Series 15, including extended
maturities                                   0               0              0                0         0
Series 20, including extended
maturities                                   2               1              0                0         3
Series 15A, including extended
maturities                                   2               0              0                0         2
Series 22A, including extended
maturities                                 188             110             67                0       365
Series I-76                                 22               0              0                1        23
Series Reserve Plus Flexible
Payment                                      0               0              0                0         0
Series IC-Q-Installment                      0               0              0                0         0
Series IC-Q-Ins                              0               0              0                0         0
Series IC-Q-Ins Emp                          0               0              0                0         0
Series IC-1                                  0               0              0                0         0
Series IC-1 Emp                              0               0              0                0         0
Series RP-Q-Installment                      0               0              0                0         0
Series RP-Q-Flexible Payment                 0               0              0                0         0
Series RP-Q-Ins                              0               0              0                0         0
Series RP-Q-Ins Emp                          0               0              0                0         0
Series RP-1                                  0               0              0                0         0
Series RP-1 Emp                              0               0              0                0         0

Total                                      214             111             67                1       393
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                     Certificate Reserves
                      ($ in thousands)

Part 2 - Descriptions of Additions to Reserves Charged to Other
Accounts and Deductions from Reserves Credited to Other Accounts
<S>                                                                                            <C>
Additional credits on installment certificates and accrued interest thereon:
 Other additions represent:
  Transfers  from  accruals  for  additional  credits  to  be  allowed at next anniversaries   $     381
  Reconversions of paid-up certificates-charged to paid-up reserves                                   31
  Transfers from maturities to extended maturities                                                   455
                                                                                               $     867

 Other deductions represent:
  Transfers to reserves on a quarterly basis for Reserve Plus Flexible-
   Payment, IC-Q-Installment and R-Flexible-Payment                                            $   9,187
   Conversions to optional settlement certificates-credited to optional
    settlement reserves                                                                              581
   Conversions to paid-up certificates-credited to paid-up reserves                                  350
   Transfers to extended maturities at maturity                                                      455
                                                                                               $  10,573

Accrual for additional credits to be allowed on installment certificates at next anniversaries:
 Other deductions represent:
  Transfers to reserves for additional credits on installment                                  $     381

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

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

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

Paid-up certificates:
 Other additions represent:
  Conversions from installment certificates (charged to installment reserves
   less surrender charges)                                                                     $   1,948
  Transfers from accrual for additional credits to be allowed at next
   anniversaries                                                                                      85
                                                                                               $   2,033

 Other deductions represent:
  Transfers credited to installment reserves on reconversions to installment
   certificates                                                                                $     185
  Transfers for accrual for additional credits and accrued interest thereon                           84
    Transfers to settlement options                                                                1,521
                                                                                               $   1,790

<PAGE>
                     Certificate Reserves
                      ($ in thousands)

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

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

 Other deductions represent:
  Conversions to paid-up certificates - credited to paid-up reserves                           $       5
   Transfers to advance payments as late payments are credited to
    certificates                                                                                       1
                                                                                               $       6
Optional settlement certificates:
 Other additions represent:
  Transfers from  installment  certificate  reserves  (less  surrender  charges),
   single-payment and Series D certificate reserves upon election of optional
   settlement privileges                                                                       $   4,884
  Transfers from paid-up certificate reserves                                                      1,521
  Transfers from accruals for additional credits to be allowed at next
   anniversaries                                                                                   1,822
                                                                                               $   8,227
 Other deductions represent:
  Transfers to reserve for additional credits and accrued interest thereon                     $   1,828
  Transfers to optional settlement reserves                                                          526

                                                                                               $   2,354
Single-Payment certificates:
 Other additions represent:
  Transfers from accruals for additional credits to be allowed at next
   anniversaries                                                                               $     710
  Transfers from accruals on a quarterly basis on:
   Reserve Plus Single-Payment                                                                       332
   Cash Reserve Single-Payment                                                                         7
   Flexible Savings                                                                               28,442
   Flexible Savings-Emp                                                                              847
   Preferred Investors                                                                             2,672
   Investors                                                                                      34,653
   Special Deposits                                                                                6,238
   Cash Reserve                                                                                      147
   Cash Reserve-3mo                                                                                9,532
   Stock Market                                                                                   24,437
   AEBI Stock Market                                                                                 343
   R82-B                                                                                             109
   Cash Reserve-RP                                                                                     2
   Cash Reserve-RP-3mo                                                                             1,287
   Flexible Savings-RP                                                                             6,806
   Flexible Savings-RP-3mo                                                                           295
   Preferred Investors-RP                                                                            110
   Stock Market-RP                                                                                 4,368

  Transfers from accruals at anniversaries maintained in a separate
   reserve account.                                                                                3,352
                                                                                               $ 124,689

<PAGE>

                     Certificate Reserves
                      ($ in thousands)

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

Single-Payment certificates continued:
 Other deductions represent:
  Transfers to optional settlement reserves:
   Single-Payment                                                                              $     821
   R Single-Payment                                                                                    0
  Transfers  to reserves  for  additional  credits and  accrued  interest thereon                  3,352
  Transfers  to a  separate  reserve  account  from  the  accrual  account                           710
  Transfers to reserves on a quarterly basis:
   Reserve Plus Single-Payment                                                                       332
   Cash Reserve Single-Payment                                                                         8
   Flexible Savings                                                                               28,442
   Flexible Savings-Emp                                                                              847
   Preferred Investors                                                                             2,672
   Investors                                                                                      34,653
   Special Deposits                                                                                6,237
   Cash Reserve                                                                                      147
   Cash Reserve-3mo                                                                                9,531
   Stock Market                                                                                   24,436
   AEBI Stock Market                                                                                 342
   R82-B                                                                                             109
   Cash Reserve-RP                                                                                     2
   Cash Reserve-RP-3mo                                                                             1,287
   Flexible Saving-RP                                                                              6,806
   Flexible Savings-RP-Emp                                                                           295
   Preferred Investors-RP                                                                            110
   Stock Market-RP                                                                                 4,368
  Transfers to Federal tax withholding                                                                33
                                                                                                $125,540

Due to unlocated certificate holders:
 Other additions represent:
  Amounts equivalent to payments due certificate holders who could
   not be located                                                                               $    179

 Other deductions represent:
  Payments to certificate holders credited to cash                                              $    188

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

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

Year ended December 31, 1997

                                                                                                    Deductions from Reserves

                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                       Months    Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series      Paid        December 31,           December 31,          December 31,        Maturity       Other
                                    1996       1997       1996        1997        1996       1997
<S>                              <C>        <C>       <C>         <C>         <C>        <C>        <C>           <C>
20, including extended
maturities            169-180          1          0           6           0          4          0           0             0
                      181-192          0          0           0           0          0          0           0             4
                      193-204          0          0           0           0          0          0           0             0
                      205-216          1          0          20           0         17          0          17             0
                      217-228          1          0           8           0          7          0           0             0
                      229-240 (a)      0          1           0           8          0          7           0             0
                      241-252          0          0           0           0          0          0           0             0
                      253-264          0          0           0           0          0          0           0             0
                      265-276          0          0           0           0          0          0           0             0
                      277-288          1          0           9           0          6          0           6             0
                      289-300          0          0           0           0          0          0           0             0
                      301-312          1          1          14          14         11         11           0             0
                      313-324          3          0          47           0         39          0          16            12
                      325-336          4          1          46          14         40         12           0             0
                      337-348          4          4          53          46         48         42           0             0
                      349-360 (a)      5          4          53          52         52         52           0            20

Total                                 21         11         256         134        224        124          39            36

15A, including

extended maturities    97-108          1          0          17           0          8          0           0             0
                      109-120          0          0           0          17          0         10           0             0
                      121-132          0          1           0           0          0          0           0             0
                      133-144          0          0           0           0          0          0           0             0
                      145-156          0          0           0           0          0          0           0             0
                      157-168          0          0           0           0          0          0           0             0
                      169-180 (a)      2          0         132           0        127          0         127             0
                      181-192          0          0           0           0          0          0           0             0
                      193-204          1          0           7           0          5          0           0             0
                      205-216          1          1          10           7          8          6           0             0
                      217-228          1          1           5          10          5          9           0             0
                      229-240          2          1          79           5         71          5           0             0
                      241-252          6          1          91           9         90          8           0            75

Total                                 14          5         341          48        314         38         127            75
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

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

Year ended December 31, 1997

                                                                                                    Deductions from Reserves

                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                       Months    Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series      Paid        December 31,           December 31,          December 31,        Maturity       Other
                                    1996       1997       1996        1997        1996       1997
<S>                              <C>        <C>       <C>         <C>         <C>        <C>        <C>           <C>
22A, including

extended maturities    61-72           2          1          30          19          5          3           0             2
                       73-84           1          0          13           0          3          0           0             0
                       85-96           0          1           0          13          0          3           0             0
                       97-108          2          1          34          19         10          6           0             0
                      109-120          2          1          56          15         19          5           0             0
                      121-132          2          3          37          75         14         29           0             0
                      133-144          3          1          75          19         33          8           0             0
                      145-156          1          4          19          94          9         45           0             0
                      157-168          1          0          19           0          9          0           0            19
                      169-180          2          1          37          19         21         11           0             0
                      181-192          9          2         392         131        242         84          12             0
                      193-204         13          8         315         270        214        182          13            13
                      205-216         12         10         234         266        173        195           4             8
                      217-228         21         13         364         266        288        212          18            18
                      229-240         18         19         585         345        500        295           0            22
                      241-252        108         17       1,804         542      1,659        498          48           187
                      253-264 (a)    506         91       8,299       1,954      8,022      1,680         725         4,837
                      265-276        136        114       3,650       3,347      2,175      1,999          43           293
                      277-288        126        118       3,067       2,916      1,964      1,852          35           166
                      289-300        118        118       2,588       2,869      1,744      1,946         125           134
                      301-312        121        107       2,306       2,296      1,644      1,640          78            93
                      313-324         99        103       1,819       1,916      1,370      1,444          83           136
                      325-336         91         82       1,361       1,569      1,084      1,248         114           117
                      337-348         76         80       1,205       1,130      1,013        950          92           110
                      349-360         39         68         611       1,062        541        940          32            56
                      361-372         31         30         403         468        374        436          39            43
                      373-384          5         27          58         341         57        334          29            32

Total                              1,545      1,020      29,381      21,961     23,187     16,045       1,490         6,286
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

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

Year ended December 31, 1997

                                                                                                    Deductions from Reserves

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

                                    1996       1997       1996        1997        1996       1997
<S>                              <C>        <C>       <C>         <C>         <C>        <C>        <C>           <C>
I-76                   61-72           1          1          62          62          6          6           0             0
                       73-84           0          0           0           0          0          0           0             0
                       85-96           0          0           0           0          0          0           0             0
                       97-108          2          0          43           0          8          0           0             0
                      109-120          1          0          46           0         10          0          12             2
                      121-132          2          1          68          46         16         11           0             0
                      133-144          2          2          40          68         10         17           0             0
                      145-156          3          3          68          52         20         15           0             0
                      157-168          7          2         172          55         55         18           0             0
                      169-180         41          3       1,033          86        374         30          39            29
                      181-192        106         31       2,783         793      1,076        313         125            20
                      193-204        127         89       3,143       2,359      1,315        991         157            83
                      205-216        128        107       2,943       2,706      1,329      1,225         114            33
                      217-228        173        110       3,531       2,519      1,722      1,227         209            28
                      229-240        151        148       3,534       3,069      1,864      1,610         203            25
                      241-252         78        127       1,765       2,962        983      1,676         197            17
                      253-264          0         71           0       1,630          0        971          25             0

Total                                822        695      19,231      16,407      8,788      8,110       1,081           237

Reserve Plus Flexible

Payment               145-156         60          0         642           0        239          0           0             0
                      157-168        169         50       1,499         510        869        209          73             0
                      169-180        143        138       1,334       1,169        627        694         259             0
                      181-192          0         98           0         926          0        463         190             0

Total                                372        286       3,475       2,605      1,735      1,366         522             0


IC-Q-Installment      121-132         21          0         193           0        109          0           0             0
                      133-144         72         15         759         150        259         93          15             0
                      145-156         49         49         484         588        263        185         106             0
                      157-168          0         40           0         394          0        214          84             0

Total                                142        104       1,436       1,132        631        492         205             0
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

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

Year ended December 31, 1997

                                                                                                    Deductions from Reserves

                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                       Months    Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series      Paid        December 31,           December 31,          December 31,        Maturity       Other
                                    1996       1997       1996        1997        1996       1997
<S>                              <C>        <C>       <C>         <C>         <C>        <C>        <C>           <C>
IC-Q-Ins               37-48           1          0           6           0          4          0           0             0
                       49-60       1,951          1      26,694          12     10,537          6           0             0
                       61-72       4,295      1,450      55,985      18,833     24,774      8,872       3,775             0
                       73-84       2,648      2,495      32,068      31,597     14,471     13,737      14,697             0
                       85-96       2,227      1,620      25,326      19,313     11,427      8,652       7,544             0
                       85-108      2,417      1,499      29,384      16,776     13,138      7,701       5,116             0
                      109-120        937      1,618      10,734      19,301      4,857      8,717       5,441            11
                      121-132         20         48         197         472         81        149       1,577             4
                      133-144          0         17           0         179          0         73          29             0

Total                             14,496      8,748     180,394     106,483     79,289     47,907      38,179            15


IC-Q-Ins Emp           49-60          12          0         174           0         59          0           0             0
                       61-72          25          9         258          96        118         61          11             0
                       73-84          12         10          96         126         59         64          77             0
                       85-96           5          7          45          63         11         45          29             0
                       97-108         13          5         227          45         46         11           4             0
                       109-120         6          8         114         181         45         26          27             0
                       121-132         0          0           0           0          0          0          10             0

Total                                 73         39         914         511        338        207         158             0


IC-1                    1-12      13,607      4,757     253,057      89,119     14,547      7,336         967             0
                       13-24      15,443     10,813     276,635     193,840     41,395     28,085       4,973             0
                       25-36      14,526     13,109     267,364     233,170     60,291     54,541      10,251             0
                       37-48      11,601     11,764     200,810     213,507     62,621     64,318      18,773             0
                       49-60       6,311      9,583     105,723     165,479     40,800     63,685      15,551             0
                       61-72           0      5,207           0      88,208          0     40,039       9,539             0

Total                             61,488     55,233   1,103,589     983,323    219,654    258,004      60,054             0


IC-1 Emp                1-12          94         39       2,640         456        141         50          73             0
                       13-24         113         69       1,676       1,869        271        221         111             0
                       25-36         100         94       1,368       1,422        380        324          65             0
                       37-48          71         71       1,130         953        397        394         186             0
                       49-60          47         53         676         892        357        419          96             0
                       61-72           0         34           0         550          0        305          64             0

Total                                425        360       7,490       6,142      1,546      1,713         595             0
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

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

Year ended December 31, 1997

                                                                                                    Deductions from Reserves

                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                       Months    Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series      Paid        December 31,           December 31,          December 31,        Maturity       Other
                                    1996       1997       1996        1997        1996       1997
<S>                              <C>        <C>       <C>         <C>         <C>        <C>        <C>           <C>
Inst                    1-12           0      3,134           0      66,052          0      1,807          48             0

Inst-Emp                1-12           0         17           0         255          0          6           0             0

R Flexible Payment    133-144         45          0         688           0        373          0           0             0
                      145-156         29         43         446         662        211        377          12             0
                      157-168         81         21       1,099         337        616        155          81             0
                      169-180         95         70       1,135         960        909        571          51             1
                      181-192          0         65           0         770          0        623         197            32

Total                                250        199       3,368       2,729      2,109      1,726         341            33


RP-Q-Installment      121-132         14          0         197           0         78          0           0             0
                      133-144          8         10         103         133         40         53          27             0
                      145-152          0          8           0         103          0         41           0             0

Total                                 22         18         300         236        118         94          27             0


RP-Q-Ins               49-60          29          0         590           0        231          0           0             0
                       61-72          79         19       1,979         255        666        148         103             0
                       73-84          78         42       2,229         905        441        327         375             0
                       85-96          72         52       1,457       1,808        544        283         177             0
                       97-108        107         49       1,389         997        673        411         176             0
                      109-120         37         78         439       1,084        176        580         160             0
                      121-132          1          3          10          24          2         13          69             0
                      133-144          0          1           0          10          0          3           0             0

Total                                403        244       8,093       5,083      2,733      1,765       1,060             0


RP-Q-Ins Emp           49-60           3          0         150           0         10          0           0             0
                       61-72           1          2           6          78          4         10           1             0
                       73-84           0          1           0           6         12          4           0             0
                       85-96           1          0          20           0          0          0           0             0
                       97-108          0          0           0           0          0          0          13             0

Total                                  5          3         176          84         26         14          14             0


RP-1                    1-12          76         39       3,196       1,738        179        120          53             0
                       13-24         119         54       2,991       1,763        525        289          51             0
                       25-36         117         90       4,079       2,452        848        605         193             0
                       37-48          99         83       2,693       2,710      1,139        782         465             0
                       49-60          83         84       2,412       2,574        675      1,076         153             0
                       61-72           0         62           0       1,426          0        559         278             0

Total                                494        412      15,371      12,663      3,366      3,431       1,193             0
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

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

Year ended December 31, 1997

                                                                                                    Deductions from Reserves

                                      Number of                                                        Cash
                                    Accounts with            Amount of             Amount of        Surrenders
                       Months    Certificate Holders      Maturity Value           Reserves          Prior to
Certificate Series      Paid        December 31,           December 31,          December 31,        Maturity       Other
                                    1996       1997       1996        1997        1996       1997
<S>                              <C>        <C>       <C>         <C>         <C>        <C>        <C>           <C>
RP-1-Emp                1-12           1          0         600           0          5          0           0             0
                       13-24           2          1          56         600          2          1           0             0
                       25-36           0          1           0           6          0          2           3             0
                       37-48           2          0         636           0          7          0           0             0
                       49-60           0          1           0         576          0          6           3             0

Total                                  5          3       1,292       1,182         14          9           6             0

Inst-R                  1-12           0         18           0       4,788          0         42           0             0

Total All Series                  80,577     70,549   1,375,107   1,231,818    344,072    342,900     105,139         6,682


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

<PAGE>


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

Information as to (1) amounts periodically credited to each class of
security holders' accounts from installment payments and (2) such other
amounts periodically credited to accumulate the maturity amount of the
certificate (on a $1,000 face-amount certificate basis for the term of
the certificate), is filed in Part 4 of Schedule IX as part of Post-
effective Amendment No. 9 to Registration Statement No. 2-17681, Post-
effective Amendment No. 1 to Registration Statement No. 2-23772 and
Post-effective Amendment No. 1 to Registration Statement No. 2-258081
and is incorporated herein by reference.

<PAGE>

<TABLE><CAPTION>

IDS CERTIFICATE COMPANY                                           SCHEDULE VII

Valuation and Qualifying Accounts

Years ended December 31, 1997, 1996 and 1995
($ thousands)

                    Year ended December 31, 1997
                                         Additions

       Reserves           Balance    Charged                          Balance
    deducted from           at       to costs           Deductions      at
      assets to          beginning     and                 from         end
   which they apply      of period   expenses   Other    reserves    of period

<S>                      <C>         <C>        <C>     <C>          <C>
 Allowance for losses:

   Securities                $715         $0      $0         $110 (a)    $605
   Conventional first
     mortgage loans           611          0       0            0         611

                     Year ended December 31, 1996
                                         Additions

       Reserves           Balance    Charged                          Balance
    deducted from           at       to costs           Deductions      at
      assets to          beginning     and                 from         end
   which they apply      of period   expenses   Other    reserves    of period

 Allowance for losses:

   Securities                $110       $605      $0           $0        $715
   Conventional first
     mortgage loans           611          0       0            0         611
   Other assets             2,468          0       0        2,468 (b)       0

                     Year ended December 31, 1995
                                         Additions

       Reserves           Balance    Charged                          Balance
    deducted from           at       to costs           Deductions      at
      assets to          beginning     and                 from         end
   which they apply      of period   expenses   Other    reserves    of period

 Allowance for losses:

   Securities              $1,000         $0      $0         $890 (a)    $110
   Conventional first
     mortgage loans           611          0       0            0         611
   Other assets             2,368        100       0            0       2,468

 a)  Applicable to reversal on securities sold.
 b)  Applicable to reversal on other assets sold.

</TABLE>





Consent of Independent Auditors

We consent to the reference to our firm under the caption  "Auditors" and to the
use of our report dated February 5, 1998, in the Post-Effective Amendment Number
42 to Registration  Statement Number 2-55252 on Form S-1 and related  prospectus
of IDS  Certificate  Company for the  registration  of its Series D-1 Investment
Certificate.

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

Minneapolis, Minnesota
March 17, 1998



                                 IDS CERTIFICATE COMPANY
                                    POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

The  undersigned  as an  officer  of  IDS  Certificate  Company,  a  face-amount
certificate  company registered under the Investment Company Act of 1940, hereby
constitutes  and  appoints  James  A.  Mitchell,  Stuart  A.  Sedlacek,  Jay  C.
Hatlestad,  Timothy  S.  Meehan and Bruce A.  Kohn,  or any one of them,  as his
attorney-in fact and agent, to sign for him in his name, place and stead any and
all registration  statements and amendments thereto (with all exhibits and other
documents  required or desirable in connection  therewith)  that may be prepared
from  time to  time  in  connection  with  said  Company's  existing  or  future
face-amount  certificate products,  and periodic reports on Form 10-K, Form 10-Q
and Form 8-K required  pursuant to provisions of the Securities  Exchange Act of
1934, and any necessary or appropriate states or other jurisdictions, and grants
to any or all of them the full power and  authority  to do and perform  each and
every  act  required  or  necessary  or  appropriate  in  connection  with  such
signatures or filings.

Signed on this 17th day of February, 1998.

/s/Jeffrey S. Horton
Jeffrey S. Horton



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