IDS CERTIFICATE CO /MN/
POS AM, 1999-03-16
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    FORM S-1

                      POST-EFFECTIVE AMENDMENT NUMBER 44 TO

                      REGISTRATION STATEMENT NUMBER 2-55252

                        SERIES D-1 INVESTMENT CERTIFICATE

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

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                                    DELAWARE
- -------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                      6725
- -------------------------------------------------------------------------------
            (Primary Standard Industrial Classification Code Number)

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

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

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

<PAGE>

               CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 44 TO
                       REGISTRATION STATEMENT NO. 2-55252

Cover Page

Prospectus

Auditor's Report

Financial Statements

Part II Information

Signatures

Exhibits

<PAGE>

IDS Series D-1 Investment Certificate

Prospectus/April 28, 1999

IDS  Certificate  Company  (IDSC),  a subsidiary of American  Express  Financial
Corporation, issues IDS Series D-1 Investment Certificates. These certificates:

o        Are only  available  through  certain  retirement  plans and  accounts
         and to affiliated companies of IDSC.

o        Bear a specific rate of interest for each calendar quarter.

o        Mature 20 years from their issue date.

Like all investment  companies the  Securities  and Exchange  Commission has not
approved or  disapproved  these  securities  or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

This  certificate  is backed solely by the assets of IDSC. See "Risk factors" on
page 2.

The distributor is not required to sell any specific amount of certificates.

   
IDS Certificate Company           Distributor
IDS Tower 10                      American Express Financial Advisors Inc.
Minneapolis, MN  55440-0010
800-437-3133
800-846-4852 (TTY)
An American Express company
    

<PAGE>

Annual Interest Rates as of April 28, 1999

- -------------------------------------------------------------------------------
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.

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

Risk factors

You should consider the following when investing in this certificate.

This  certificate is backed solely by the assets of IDSC. Most of our assets are
debt securities  whose price  generally  falls as interest rates  increase,  and
rises as interest rates decrease. Credit ratings of the issuers of securities in
our portfolio vary. See "How your money is used and protected."

American  Express  Financial  Corporation  (AEFC),  the parent  company of IDSC,
maintains the major computer  systems used by IDSC. The Year 2000 (Y2K) issue is
the result of computer programs that may recognize a date using "00" as the year
1900 rather than 2000.  This could result in the failure of major systems.  AEFC
and its parent company, American Express Company, began addressing the Y2K issue
in 1995 and have established a plan for resolution.

<PAGE>

Table of contents

Annual interest rates as of April 28, 1999                                     p

Risk factors                                                                   p

ABOUT THE SERIES D-1 INVESTMENT CERTIFICATE                                    p

   
Read and keep this prospectus
    

Investment amounts and interest rates                                          p
Determining the face amount and principal of the Series D-1 Investment
Certificate                                                                    p
Value at maturity will exceed face-amount                                      p
Earning interest                                                               p

USING THE SERIES D-1 INVESTMENT CERTIFICATE                                    p
Contributions to the Series D-1 Investment Certificate                         p
Other IRAs or 401(k) plan accounts and other qualified retirement
accounts                                                                       p
Receiving cash                                                                 p
At maturity                                                                    p
Transferring Series D-1 Investment Certificate ownership                       p
Giving us instructions                                                         p

INCOME AND TAXES                                                               p
Tax treatment of this investment                                               p
Withholding taxes                                                              p

HOW YOUR MONEY IS USED AND PROTECTED                                           p
Invested and guaranteed by IDSC                                                p
Regulated by government                                                        p
Backed by our investments                                                      p
Investment policies                                                            p

HOW YOUR MONEY IS MANAGED                                                      p
Relationship between IDSC and American
   Express Financial Corporation                                               p
Capital structure and certificates issued                                      p
Investment management and services                                             p
Distribution                                                                   p
Transfer agent                                                                 p
Employment of other American Express affiliates                                p
Directors and officers                                                         p
Independent auditors                                                           p

<PAGE>

Appendix                                                                       p

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

Financial statements                                                           p

Notes to financial statements                                                  p

<PAGE>

ABOUT THE SERIES D-1 INVESTMENT CERTIFICATE

Read and keep this prospectus

This prospectus describes terms and conditions of your IDS Series D-1 Investment
Certificate.  It contains  facts that can help you decide if the  certificate is
the right investment for you. Read the prospectus  before you invest and keep it
for  future  reference.  No one  has the  authority  to  change  the  terms  and
conditions  of the IDS Series D-1  Investment  Certificate  as  described in the
prospectus, or to bind IDSC by any statement not in it.

Investment amounts and interest rates

The Series D-1  Investment  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.  You may obtain  instructions on how to direct a contribution
to a Series D-1 Investment Certificate from the appropriate Plan Administrator.

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  Investment  Certificate  in  Individual
Retirement  Accounts (IRAs).  The trustee or custodian  purchases the Series D-1
Investment Certificate at the direction of Plan participants or IRA owners using
contributions to a Plan or IRA.

The Series D-1  Investment  Certificate  is a security  purchased with single or
multiple payments. The provisions of the Plans and applicable tax laws determine
the amount that can be invested.  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  Investment  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.

<PAGE>

Interest rates may differ for investments of more than $1 million in one or more
Series D-1 Investment 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.

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  near 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  on a Series  D-1  Investment
Certificate beyond the initial quarter in which the certificate was purchased.

Any investments rolled over from the Series D-1 Investment 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.

<PAGE>

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
Investment  Certificate.   At  the  beginning  of  each  quarter,  all  interest
previously  credited to a Series D-1  Investment  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. IDSC guarantees your principal.

Value at maturity will exceed face-amount

The Series D-1 Investment  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 of a certificate  held to maturity  without  withdrawals will exceed
the face amount.

Earning interest

Interest is accrued and credited daily on the Series D-1 Investment 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  Investment  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 Investment Certificate by the Plan
sponsor as directed by the participant.  The appropriate Plan  Administrator can
provide instructions to Plan participants on how to direct Plan contributions to
a Series D-1  Investment  Certificate.  The terms of the Plan and applicable tax
laws will limit the amount of  contributions  made on behalf of a participant or
AEFC.  You may obtain  instructions  on how to purchase a Series D-1  Investment
Certificate in an IRA 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 1-800-437-3133.

Any additional  contributions to 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.
    

<PAGE>

   
The Series D-1  Investment  Certificate  is offered only in connection  with the
American Express  Retirement Plan, the CDRP, the IDS Mutual Funds Profit Sharing
Plan of the IDS  MUTUAL  FUND  GROUP,  and the IRAs of  persons  who  retire  as
full-time  employees,  financial  advisors or district  managers of AEFC and 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 Investment  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 the 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 Investment 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 the 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  Investment  Certificate.  The  custodian  or trustee  may change the
ownership of any Series D-1 Investment  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 Investment  Certificate  proceeds
distributed to an eligible participant in a qualifying  distribution from a plan
qualified under Internal  Revenue Code section 401(a) may be rolled to an IRA or
qualified  retirement  plan. Plan provisions will limit the rollover of proceeds
of the Series D-1  Investment  Certificate  to an IRA or 401(k) plan  account or
other  qualified  retirement  plan  account.  CDRP  is a  nonqualified  deferred
compensation plan. 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 Investment Certificate may
be distributed "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"  distribution  is  made,  the  terms  and  conditions  of the  Series  D-1
Investment  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 Investment  Certificate  may only be distributed  "in
kind"  to  another  qualified  retirement  plan  or to an  IRA.  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 advisor 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  Investment  Certificate.  Any such
withdrawal could take place after the participant in a Plan (other than CDRP) or
an IRA owner has taken an "in kind"  distribution  of the Series D-1  Investment
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 advisor or your local  American  Express Tax and Business  Services tax
professional, where available, for further information.

If a Series D-1 Investment 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, if later, retires; or
           b)  distribution of the Series D-1 Investment Certificate is made to 
               the beneficial owner; and

2)       the total value of the Series D-1 Investment  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 of the beneficial  owner  (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  Investment  Certificate  is  issued  in  connection  with a
qualified  plan or IRA,  (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 or, if later,
retires,  and (2) the total value of the Series D-1 Investment  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, if later,  retires) or the joint and  survivor
life expectancy of the owner and his/her spouse.
    

<PAGE>

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

o        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.

o        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.

o        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 Investment 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  by a  participant  and  are  not  rolled  over  directly  to an IRA or
qualified  retirement  plan,  mandatory 20%  withholding  may apply. In addition
withdrawals  before age 59 1/2 may be subject to a 10% early withdrawal  penalty
tax.
    

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.

<PAGE>

Periodic interest payments -
Combined  interest  on the  Series  D-1  Investment  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  Investment  Certificate  may be left with IDSC to
continue to earn  interest for an  additional  period of years.  The  additional
years  elected may not exceed 30 years from the date of  maturity,  and payments
must begin by the date on which the participant reaches age 70 1/2 or, if later,
retires.
    

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  Investment
Certificate's  maturity.  IDSC will pay  interest on the amount  deferred at the
rate used in accumulating the reserves for the Series D-1 Investment 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  Investment
Certificate's  maturity,  a check  will be sent for the  remaining  value of the
certificate.  Instead of receiving cash, the Deferred Interest Option, or one of
the payout options explained above may be selected.

Transferring Series D-1 Investment Certificate ownership

While the Series D-1  Investment  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. When a trustee or custodian of a Plan
or IRA owns the Series D-1 Investment Certificate,  the trustee or custodian may
request a transfer of the ownership of the Series D-1 Investment  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.

<PAGE>

Giving us instructions

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

Proper written notice must:

o        be addressed to our home office,

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

o        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 Investment  Certificate is generally not taxable
until a  participant  begins to make  withdrawals.  For  further  discussion  of
certain federal tax limitations, see pages 9-10.
    

Rules  regarding  Plan  distributions  and  other  aspects  of  the  Series  D-1
Investment  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

   
IDSC,  a wholly  owned  subsidiary  of AEFC,  issues the  Series D-1  Investment
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.  We are by far the  largest  issuer of face  amount
certificates  in the United States,  with total assets of more than $3.8 billion
and a net worth in excess of $222 million on Dec. 31, 1998.
    

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

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

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

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

Regulated by government

Because the IDS Series D-1 Investment  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,  1998,  the
amortized cost of these investments  exceeded the required carrying value of our
outstanding certificates by more than $226 million.
    

<PAGE>

Backed by our investments

Our investments are varied and of high quality.  This was the composition of our
portfolio as of Dec. 31, 1998:

   
50%      corporate and other bonds
24       government agency bonds
16       preferred stocks
 9       mortgages
 1       municipal bonds

As of Dec. 31, 1998, about 90% of our securities  portfolio (bonds and preferred
stocks)  is  rated  investment  grade.  For  additional   information  regarding
securities ratings, please refer to Note 3B to 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,  1998  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

<PAGE>

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, 1998, IDSC held about 10% 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.

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 secured by real estate. 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 ten percent of IDSC's
assets

<PAGE>

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.

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 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.

<PAGE>

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.

IDSC  files  reports  on Forms 10-K and 10-Q with the  Securities  and  Exchange
Commission (SEC). The public may read and copy materials we file with the SEC at
the SEC's Public  Reference  Room at 450 Fifth Street,  N.W.,  Washington,  D.C.
20549.  The  public  may  obtain  information  on the  operation  of the  public
reference  room by  calling  the SEC at  1-800-SEC-0330.  The SEC  maintains  an
Internet site  (http://www.sec.gov) that contains reports, proxy and information
statements,  and other information  regarding  issuers that file  electronically
with the SEC.

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, 1998,  AEFC managed or
administered investments, including its own, of more than $212 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 180  offices  and more than 9,000
financial  advisors.  American Express Financial  Advisors'  financial  planning
services are  comprehensive,  beginning with a detailed  written analysis that's
tailored  to your  needs.  Your  analysis  may  address  one or all of these six
essential areas: financial position,  protection planning,  investment planning,
income tax planning, retirement planning and estate planning.
    

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

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

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

<PAGE>

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

Capital structure and certificates issued

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

   
For  fiscal  year  ended  Dec.  31,  1998,  IDSC had  issued  (in  face  amount)
$99,499,694 of installment  certificates  and  $1,092,517,052  of single payment
certificates.   As  of  Dec.  31,  1998,   IDSC  had  issued  (in  face  amount)
$13,593,267,561  of  installment  certificates  and  $18,351,877,659  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).
    

<PAGE>

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
1998              $  9,084,332              0.24%
1997              $17,232,602               0.50
1996              $16,989,093               0.50

Estimated advisory and services fees for 1999 are $8,651,000.
    

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

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

<PAGE>

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 $37,000 during 1998 to directors not employed by AEFC.
    

Board of directors

   
Rodney P. Burwell
Born in 1939. Director beginning in 1999.
Chairman, Xerxes Corporation (fiberglass storage tanks). Director, Fairview
Corporation.
    

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. Acting president of Fisk University from
1998 to 1999. Former vice president and group executive, Industrial Systems, 
with Honeywell, Inc. Retired 1989.

<PAGE>

   
Jean B. Keffeler
Born in 1945. Director beginning in 1999.
Independent management consultant.
    

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.
       

   
Thomas R. McBurney
Born in 1938. Director beginning in 1999.
President, McBurney Management Advisors. Director, The Valspar Corporation 
(paints), Wenger Corporation, Allina, Space Center Enterprises and Greenspring
Corporation.
    

Paula R. Meyer*
Born in 1954. Director since 1998.
President since 1998.
Vice president - Assured  Assets of AEFC since 1998.  President of Piper Capital
Management  (PCM) from 1997 to 1998.  Director of  Marketing of PCM from 1995 to
1997. Director of Retail Marketing of PCM from 1993 to 1995.
       

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

Executive officers

Paula R. Meyer
Born in 1954. President since 1998.

Jeffrey S. Horton
Born in 1961. Vice president and treasurer since December 1997.
Vice president and corporate treasurer of AEFC since December 1997.  Controller,
American  Express  Technologies  - Financial  Services of AEFC from July 1997 to
December 1997.  Controller,  Risk  Management  Products of AEFC from May 1994 to
July 1997.  Director of finance and  analysis,  Corporate  Treasury of AEFC from
June 1990 to May 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.

<PAGE>

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.

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
owner upon request.

Ernst & Young LLP, Minneapolis, has audited the financial statements for each of
the years in the  three-year  period ended Dec. 31, 1998.  These  statements are
included in this prospectus.  Ernst & Young LLP is also the auditor for American
Express Company, the parent company of AEFC and IDSC.
    

<PAGE>

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>

(back cover)

Quick telephone reference*

Client Service Organization/Transaction Line
Withdrawals, transfers, inquiries

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

TTY Service
For the hearing impaired
800-846-4852

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

* You may experience delays when call volumes are high.

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
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------

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.
<S>                                                        <C>            <C>         <C>                 <C>             <C>      
Year Ended Dec. 31,                                        1998           1997            1996            1995            1994
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                      ($ thousands)
Statement of Operations Data
Investment income                                           $273,135        $258,232        $251,481        $256,913       $207,975
Investment expenses                                           76,811          70,137          62,851          62,817         58,690
- ------------------------------------------------------------------------------------------------------------------------------------

Net investment income before provision for
  certificate reserves and income tax benefit                196,324         188,095         188,630         194,096        149,285
Net provision for certificate reserves                       167,108         165,136         171,968         176,407        107,288
- ------------------------------------------------------------------------------------------------------------------------------------

Net investment income before income
  tax benefit                                                 29,216          22,959          16,662          17,689         41,997
Income tax benefit                                               265           3,682           6,537           9,097          2,663
- ------------------------------------------------------------------------------------------------------------------------------------

Net investment income                                         29,481          26,641          23,199          26,786         44,660
- ------------------------------------------------------------------------------------------------------------------------------------

Net realized gain (loss) on investments:
  Securities of unaffiliated issuers                           5,143             980            (444)            452         (7,514)
  Other - unaffiliated                                             -               -             101            (120)         1,638
- ------------------------------------------------------------------------------------------------------------------------------------

Net realized gain (loss) on investments
  before income taxes                                          5,143             980            (343)            332         (5,876)
Income tax (expense) benefit                                  (1,800)           (343)            120            (117)         2,047
- ------------------------------------------------------------------------------------------------------------------------------------

Net realized gain (loss) on investments                        3,343             637            (223)            215         (3,829)
Net income - wholly owned subsidiary                           1,646             328           1,251             373            241
- ------------------------------------------------------------------------------------------------------------------------------------

Net income                                                   $34,470         $27,606         $24,227         $27,374        $41,072
- ------------------------------------------------------------------------------------------------------------------------------------

Cash Dividends Declared                                      $29,500              $-         $65,000              $-        $40,200
- ------------------------------------------------------------------------------------------------------------------------------------

Balance Sheet Data
Total assets                                              $3,834,244      $4,053,648      $3,563,234      $3,912,131     $3,040,857
Certificate loans                                             32,343          37,098          43,509          51,147         58,203
Certificate reserves                                       3,404,883       3,724,978       3,283,191       3,628,574      2,887,405
Stockholder's equity                                         222,033         239,510         194,550         250,307        141,852
- ------------------------------------------------------------------------------------------------------------------------------------

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  1998,  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 1998 reflects also, a decrease in net unrealized
appreciation  on investment  securities  classified as available for sale of $35
million and cash dividends paid to Parent of $30 million.

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 seven- and 13-month term IDS 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.

1998 Compared to 1997:

Gross investment income increased 5.8% due primarily to a higher average balance
of invested assets partially offset by slightly lower yields.

Investment expenses increased 9.5% in 1998. The increase resulted primarily from
higher  amortization of premiums paid for index options of $6.4 million,  higher
interest expense on reverse repurchase and interest rate swap agreements of $5.2
million,  and $3.9 million of fees paid under a transfer  agent  agreement  with
American  Express Client Service  Corporation  effective Jan. 1, 1998.  Prior to
Jan. 1, 1998, transfer agent services were provided by AEFC under the investment
advisory and services fee agreement. These higher expenses were partially offset
by lower  investment  advisory  and  services  fees of $8.1  million  and  lower
distribution fees of $.7 million.

Net provision for certificate  reserves  increased 1.2% due primarily to the net
of a higher  average  balance of  certificate  reserves and lower  accrual rates
during 1998.

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.

1997 Compared to 1996:

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

<PAGE>

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.

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 1998 reflecting clients' ongoing desire for
safety of principal. Sales of certificates totaled $1.1 billion in 1998 compared
to $1.5 billion in 1997 and $1.0 billion in 1996. The higher  certificate  sales
in 1997 over 1996 resulted  primarily from a special  introductory  promotion of
the seven- and 13-month term IDS Flexible  Savings  Certificate  which  produced
sales of $238 million.  Certificate  sales in 1997 benefited  also,  from higher
sales of the IDS Preferred  Investors  Certificate  of $113 million and sales of
the American  Express  Special  Deposits  Certificate  of $85  million.  The IDS
Preferred  Investors  Certificate  was first  offered for sale early in the last
quarter of 1996. The American  Express  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.

The special  promotion  of the seven- and  13-month  term IDS  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 AverageTM of comparable length certificates of deposit.

Certificate  maturities and surrenders totaled $1.7 billion during 1998 compared
to $1.3  billion  in 1997  and $1.7  billion  in 1996.  The  higher  certificate
maturities  and  surrenders  in 1998  resulted  primarily  from $242  million of
surrenders  of the seven- and  13-month IDS Flexible  Savings  Certificate.  The
higher  certificate  maturities and  surrenders in 1996 resulted  primarily from
$461 million of  surrenders  of the 11-month IDS Flexible  Savings  Certificate.
These surrenders 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
intermediate-term bonds and mortgage-backed securities.

<PAGE>

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,  1998,  securities  classified  as held to maturity  and carried at
amortized cost were $.6 billion. Securities classified as available for sale and
carried at fair value were $2.7 billion. These securities, which comprise 88% of
IDSC's total invested assets,  are well diversified.  Of these  securities,  97%
have fixed  maturities  of which 90% are of  investment  grade.  Other than U.S.
Government  Agency mortgage- backed  securities,  no one issuer  represents more
than 1% of total securities.  See note 3 to financial  statements for additional
information on ratings and diversification.

During  the year  ended  Dec.  31,  1998,  IDSC  accepted  a  tender  offer of a
held-to-maturity security with an amortized cost and fair value of $6.2 million.
During the same period in 1998, securities classified as available for sale were
sold with an  amortized  cost and fair value of $343  million and $346  million,
respectively.  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, 1998 and 1997.

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 year's  earnings based on year-end
positions.  The market changes, assumed to occur as of year-end, 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.

<PAGE>

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 two
series of certificates, interest is credited to the certificate owners' accounts
based  upon the  relative  change in a major  stock  market  index  between  the
beginning  and  end of the  certificates'  terms.  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 pretax earnings of the 100 basis point increase in
interest  rates,  which assumes  repricings  and customer  behavior based on the
application of  proprietary  models to the book of business at Dec. 31, 1998 and
1997, would be  approximately  $7.5 million and $5.9 million for 1998 and 1997,
respectively.  The 10% decrease in a major stock market index level would have a
minimal impact on IDSC's pretax  earnings as of Dec. 31, 1998 and 1997,  because
the income effect is a decrease in option income and a corresponding decrease in
interest  credited to the IDS and  American  Express  Stock  Market  Certificate
owners' accounts.

Year 2000 Issue:

IDSC is a wholly owned  subsidiary  of American  Express  Financial  Corporation
(AEFC), which is a wholly owned subsidiary of American Express Company (American
Express).  All of the major systems used by IDSC are  maintained by AEFC and are
utilized by multiple  subsidiaries  and affiliates of AEFC.  American Express is
coordinating  Year 2000  (Y2K)  efforts on behalf of all of its  businesses  and
subsidiaries.  Representatives  of AEFC are participating in these efforts.  The
Y2K issue is the result of  computer  programs  having  been  written  using two
digits  rather than four to define a year.  Some  programs may  recognize a date
using "00" as the year 1900  rather  than  2000.  This  misinterpretation  could
result in the failure of major  systems or  miscalculations,  which could have a
material impact on American Express and its businesses and subsidiaries  through
business  interruption or shutdown,  financial loss, reputation damage and legal
liability to third parties.  American  Express and AEFC began addressing the Y2K
issue in 1995 and have  established a plan for  resolution,  which  involves the
remediation,  decommissioning  and  replacement of relevant  systems,  including
mainframe,  mid-range and desktop  computers,  application  software,  operating
systems,  systems  software,  date  back-up  archival  and  retrieval  services,
telephone  and  other  communications  systems,  and  hardware  peripherals  and
facilities  dependent on embedded  technology.  As part of their plan,  American
Express has generally followed and utilized the specific policies and guidelines
established by the

<PAGE>

Federal Financial  Institutions  Examination  Council, as well as other U.S. and
international regulatory agencies.  Additionally,  American Express continues to
participate in Y2K related industry consortia  sponsored by various partners and
suppliers.  Progress is reviewed  regularly  with IDSC's senior  management  and
American Express' senior management and Board of Directors.

American  Express'  and AEFC's Y2K  compliance  effort  related to  information
technology (IT) systems is divided into two initiatives. The first, which is the
much larger  initiative,  is known  internally as  "Millenniax,"  and relates to
mainframe and other  technological  systems  maintained by the American  Express
Technologies  organization.  The second,  known as "Business  T," relates to the
technological assets that are owned, managed or maintained by American Express'
individual  business  units,  including  AEFC.  Business T also  encompasses the
remediation of non-IT systems. These initiatives involve a substantial number of
employees and external consultants.  This multiple sourcing approach is intended
to mitigate the risk of becoming dependent on any one vendor or resource.  While
the vast  majority  of  American  Express'  and  AEFC's  systems  that  require
modification are being remediated,  in some cases they have chosen to migrate to
new applications that are already Y2K compliant.

American  Express's and AEFC's plans for remediation  with respect to Millenniax
and Business T include the following program phases:  (i) employee awareness and
mobilization,  (ii) inventory collection and assessment,  (iii) impact analysis,
(iv) remediation/decommission,  (v) testing and (vi) implementation.  As part of
the  first  three  phases,  American  Express  and AEFC  have  identified  their
mission-critical systems for purposes of prioritization.  American Express' and
AEFC's goals are to complete  testing of critical  systems by early 1999, and to
continue  compliance  efforts,  including  but not  limited  to, the  testing of
systems on an  integrated  basis and  independent  validation  of such  testing,
through  1999.**  American  Express and AEFC are  currently  on schedule to meet
these goals.  With respect to systems  maintained by American  Express and AEFC,
the first three phases referred to above have been  substantially  completed for
both Millenniax and Business T. In addition,  remediation of critical systems is
substantially  complete.  As of Dec.  31,  1998,  for  Millenniax  for  American
Express,  the  remediation/decommission,  testing and implementation  phases for
critical  and  non-critical  systems  in total  are 82%,  75% and 60%  complete,
respectively.  For  Millenniax  for  AEFC,  such  phases  are  99%,  97% and 97%
complete,  respectively.  For Business T for American  Express,  such phases are
85%, 70% and 69% complete,  respectively.  For Business T for AEFC,  such phases
are 74%, 62% and 62% complete, respectively.

American Express' most commonly used methodology for remediation is the sliding
window. Once an application/system has been remediated, American Express applies
specific  types of tests,  such as stress,  regression,  unit,  future  date and
baseline to ensure that the  remediation  process has  achieved  Y2K  compliance
while  maintaining the fundamental  data processing  integrity of the particular
system.  To assist  with  remediation  and  testing,  American  Express is using
various standardized tools obtained from a variety of vendors.

American Express's  cumulative costs since inception of the Y2K initiatives were
$383  million  through  Dec.  31, 1998 and are  estimated  to be in the range of
$135-$160  million for the remainder  through  2000.** AEFC's  cumulative  costs
since inception of the Y2K initiative were $56 million through Dec. 31, 1998 and
are estimated to be in the range of $13-$19  million for the  remainder  through
2000.** These include both  remediation  costs and costs related to replacements
that  were or will be  required  as a result  of Y2K.  These  costs,  which  are
expensed as  incurred,  relate to both  Millenniax  and Business T, and have not
had,  nor are they  expected  to have,  a material  adverse  impact on  American
Express',  AEFC's or IDSC's  results of  operations  or financial  condition.**
Costs  related to  Millenniax,  which  represent  most of the total Y2K costs of
American

<PAGE>

Express,  are managed by and included in the American  Express  corporate  level
financial  results;  costs  related  to  Business  T are  included  in  American
Express'  individual  business segment's  financial results,  including AEFC's.
American Express and AEFC have not deferred other critical  technology  projects
or investment spending as a result of Y2K. However, because American Express and
AEFC must  continually  prioritize the allocation of finite  financial and human
resources, certain non-critical spending initiatives have been deferred.

American  Express'  and AEFC's  major  businesses  are heavily  dependent  upon
internal computer systems, and all have significant  interaction with systems of
third parties, both domestically and internationally.  American Express and AEFC
are  working  with  key  external   parties,   including   merchants,   clients,
counterparties,  vendors, exchanges, utilities, suppliers, agents and regulatory
agencies to mitigate the  potential  risks to American  Express and AEFC of Y2K.
The  failure of  external  parties  to resolve  their own Y2K issues in a timely
manner could result in a material financial risk to American Express or AEFC. As
part of their overall compliance program, American Express and AEFC are actively
communicating   with   third   parties   through   face-to-face   meetings   and
correspondence,  on an ongoing  basis,  to ascertain  their state of  readiness.
Although  numerous third parties have indicated to American  Express and AEFC in
writing  that they are  addressing  their  Y2K  issues  on a timely  basis,  the
readiness of third parties overall varies across the spectrum.  Because American
Express'  and AEFC's Y2K  compliance  is dependent on key third  parties  being
compliant on a timely basis,  there can be no assurances that American Express'
and AEFC's efforts alone will resolve all Y2K issues.

At this point,  American  Express and AEFC are in the process of  performing  an
assessment of reasonably  likely Y2K systems failures and related  consequences.
American  Express is also preparing  specific Y2K contingency  plans for all key
American  Express  business  units,  including  AEFC,  to mitigate the potential
impact of such failures.  This effort is a full-scale  initiative  that includes
both   internal  and  external   experts  under  the  guidance  of  an  American
Express-wide  steering committee.  The contingency plans, which will be based in
part on an assessment of the magnitude and probability of potential risks,  will
primarily focus on proactive steps to prevent Y2K failures from occurring, or if
they should occur,  to detect them quickly,  minimize  their impact and expedite
their repair.  The Y2K contingency  plans will supplement  disaster recovery and
business continuity plans already in place, and are expected to include measures
such as  selecting  alternative  suppliers  and  channels of  distribution,  and
developing  American Express' and AEFC's own technology  infrastructure in lieu
of those provided by third parties.  Development of the Y2K contingency plans is
expected to be  substantially  complete by the end of the first quarter of 1999,
and will  continue  to be  refined  throughout  1999 as  additional  information
related to American Express' and AEFC's exposures is gathered.**

**   Statements   in  this  Y2K   discussion   marked  with  two  asterisks  are
forward-looking  statements  which  are  subject  to  risks  and  uncertainties.
Important  factors  that could  cause  results to differ  materially  from these
forward-looking  statements include, among other things, the ability of American
Express or AEFC to successfully identify systems containing two-digit codes, the
nature and amount of programming required to fix the affected systems, the costs
of labor and consultants related to such efforts, the continued  availability of
such  resources,  and the ability of third parties that  interface with American
Express and AEFC to successfully address their Y2K issues.

Ratios:

The ratio of stockholder's  equity,  excluding  accumulated other  comprehensive
income net of tax, to total  assets less  certificate  loans and net  unrealized
holding  gains on  investment  securities at Dec. 31, 1998 and 1997 was 5.6% and
5.2%, respectively. 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,  1998  and  1997,  and  the  related   statements  of  operations,
comprehensive income,  stockholder's equity and cash flows for each of the three
years in the period ended December 31, 1998. 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,  1998  and  1997  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, 1998 and 1997, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1998, in conformity
with generally accepted accounting principles.









ERNST & YOUNG  LLP
Minneapolis, Minnesota
February 4, 1999

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                      <C>              <C>      
Balance Sheets, Dec. 31,
- ------------------------------------------------------------------------------------------------------------------------------------

Assets
 
Qualified Assets (note 2)                                                                                 1998            1997
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                             ($ thousands)
Investments in unaffiliated issuers (notes 3, 4 and 10):
  Held-to-maturity securities                                                                               $592,815       $758,143
  Available-for-sale securities                                                                            2,710,545      2,911,524
  First mortgage loans on real estate                                                                        334,280        212,433
  Certificate loans - secured by certificate reserves                                                         32,343         37,098
Investments in and advances to affiliates                                                                        418          6,772
- ------------------------------------------------------------------------------------------------------------------------------------

Total investments                                                                                          3,670,401      3,925,970
- ------------------------------------------------------------------------------------------------------------------------------------

Receivables:
  Dividends and interest                                                                                      46,579         48,817
  Investment securities sold                                                                                   3,085          1,635
- ------------------------------------------------------------------------------------------------------------------------------------

Total receivables                                                                                             49,664         50,452
- ------------------------------------------------------------------------------------------------------------------------------------

Other (notes 9 and 10)                                                                                        96,213         56,127
- ------------------------------------------------------------------------------------------------------------------------------------

Total qualified assets                                                                                     3,816,278      4,032,549
- ------------------------------------------------------------------------------------------------------------------------------------

Other Assets
- ------------------------------------------------------------------------------------------------------------------------------------

Deferred federal income taxes (note 8)                                                                         1,095              -
Due from affiliate                                                                                             1,082              -
Deferred distribution fees and other                                                                          15,789         21,099
- ------------------------------------------------------------------------------------------------------------------------------------

Total other assets                                                                                            17,966         21,099
- ------------------------------------------------------------------------------------------------------------------------------------


Total assets                                                                                              $3,834,244     $4,053,648
- ------------------------------------------------------------------------------------------------------------------------------------

See notes to financial statements.

<PAGE>

Balance Sheets, Dec. 31, (continued)
- ------------------------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholder's Equity
 
Liabilities                                                                                               1998            1997
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                             ($ thousands)
Certificate Reserves (notes 5 and 10):
  Installment certificates:
    Reserves to mature                                                                                      $309,110       $343,219
    Additional credits and accrued interest                                                                   15,062         19,554
    Advance payments and accrued interest                                                                        894            968
    Other                                                                                                         55             56
  Fully paid certificates:
    Reserves to mature                                                                                     2,909,891      3,186,191
    Additional credits and accrued interest                                                                  169,514        174,699
  Due to unlocated certificate holders                                                                           357            291
- ------------------------------------------------------------------------------------------------------------------------------------

Total certificate reserves                                                                                 3,404,883      3,724,978
- ------------------------------------------------------------------------------------------------------------------------------------

Accounts Payable and Accrued Liabilities:
  Due to Parent (note 7A)                                                                                        771          1,639
  Due to Parent for federal income taxes                                                                       7,381            495
  Due to affiliates (note 7B, 7C, 7D and 7E)                                                                     426            331
  Reverse repurchase agreements                                                                              141,000         22,000
  Payable for investment securities purchased                                                                  2,211         19,601
  Accounts payable, accrued expenses and other (notes 9 and 10)                                               55,539         29,919
- ------------------------------------------------------------------------------------------------------------------------------------

Total accounts payable and accrued liabilities                                                               207,328         73,985
- ------------------------------------------------------------------------------------------------------------------------------------

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

Total liabilities                                                                                          3,612,211      3,814,138
- ------------------------------------------------------------------------------------------------------------------------------------

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                                                     3,710          6,375
  Appropriated for additional interest on advance payments                                                        10             50
  Unappropriated                                                                                              63,623         55,948
Accumulated other comprehensive income - net of tax (note 1)                                                   9,346         31,793
- ------------------------------------------------------------------------------------------------------------------------------------

Total stockholder's equity                                                                                   222,033        239,510
- ------------------------------------------------------------------------------------------------------------------------------------

Total liabilities and stockholder's equity                                                                $3,834,244     $4,053,648
- ------------------------------------------------------------------------------------------------------------------------------------
 
See notes to financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                       <C>             <C>            <C>       
Statements of Operations
- ------------------------------------------------------------------------------------------------------------------------------------
 
Year ended Dec. 31,                                                                       1998            1997            1996
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      ($ thousands)
Investment Income
Interest income from investments:
  Bonds and notes:
    Unaffiliated issuers                                                                    $209,408        $191,190       $184,653
  Mortgage loans on real estate:
    Unaffiliated                                                                              18,173          18,053         19,583
    Affiliated                                                                                     -               -             36
  Certificate loans                                                                            1,896           2,200          2,533
Dividends                                                                                     40,856          44,543         44,100
Other                                                                                          2,802           2,246            576
- ------------------------------------------------------------------------------------------------------------------------------------

Total investment income                                                                      273,135         258,232        251,481
- ------------------------------------------------------------------------------------------------------------------------------------

Investment Expenses
Parent and affiliated company fees (note 7):
  Distribution                                                                                33,783          34,507         32,732
  Investment advisory and services                                                             9,084          17,233         16,989
  Transfer agent                                                                               3,932               -              -
  Depositary                                                                                     250             238            228
Options (note 9)                                                                              21,012          14,597         10,156
Interest rate caps, corridors and floors (note 9)                                                  -              35          2,351
Reverse repurchase agreements                                                                  3,689           1,217              -
Interest rate swap agreements (note 9)                                                         4,676           1,956              -
Other                                                                                            385             354            395
- ------------------------------------------------------------------------------------------------------------------------------------

Total investment expenses                                                                     76,811          70,137         62,851
- ------------------------------------------------------------------------------------------------------------------------------------

Net investment income before provision
  for certificate reserves and income tax benefit                                           $196,324        $188,095       $188,630
- ------------------------------------------------------------------------------------------------------------------------------------

See notes to financial statements.

<PAGE>

Statements of Operations (continued)
- ------------------------------------------------------------------------------------------------------------------------------------
 
Year ended Dec. 31,                                                                       1998            1997            1996
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      ($ thousands)
Provision for Certificate Reserves (notes 5 and 9)
According to the terms of the certificates:
  Provision for certificate reserves                                                          $9,623          $9,796        $10,445
  Interest on additional credits                                                               1,032           1,244          1,487
  Interest on advance payments                                                                    44              50             61
Additional credits/interest authorized by IDSC:
  On fully paid certificates                                                                 146,434         141,515        146,474
  On installment certificates                                                                 11,001          13,560         14,574
- ------------------------------------------------------------------------------------------------------------------------------------

Total provision for certificate reserves before reserve recoveries                           168,134         166,165        173,041
Reserve recoveries from terminations prior to maturity                                        (1,026)         (1,029)        (1,073)
- ------------------------------------------------------------------------------------------------------------------------------------

Net provision for certificate reserves                                                       167,108         165,136        171,968
- ------------------------------------------------------------------------------------------------------------------------------------

Net investment income before income tax benefit                                               29,216          22,959         16,662
Income tax benefit (note 8)                                                                      265           3,682          6,537
- ------------------------------------------------------------------------------------------------------------------------------------

Net investment income                                                                         29,481          26,641         23,199
- ------------------------------------------------------------------------------------------------------------------------------------

Net realized gain (loss) on investments
  Securities of unaffiliated issuers                                                           5,143             980           (444)
  Other-unaffiliated                                                                               -               -            101
- ------------------------------------------------------------------------------------------------------------------------------------

Net realized gain (loss) on investments before income taxes                                    5,143             980           (343)
- ------------------------------------------------------------------------------------------------------------------------------------

Income tax (expense) benefit (note 8):
  Current                                                                                     (1,800)           (304)           772
  Deferred                                                                                         -             (39)          (652)
- ------------------------------------------------------------------------------------------------------------------------------------

Total income tax (expense) benefit                                                            (1,800)           (343)           120
- ------------------------------------------------------------------------------------------------------------------------------------

Net realized gain (loss) on investments                                                        3,343             637           (223)
- ------------------------------------------------------------------------------------------------------------------------------------

Net income - wholly owned subsidiary                                                           1,646             328          1,251
- ------------------------------------------------------------------------------------------------------------------------------------

Net income                                                                                   $34,470         $27,606        $24,227
- ------------------------------------------------------------------------------------------------------------------------------------
 
See notes to financial statements.

<PAGE>

Statements of Comprehensive Income
- ------------------------------------------------------------------------------------------------------------------------------------
 
Year ended Dec. 31,                                                                       1998            1997            1996
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      ($ thousands)

Net income                                                                                   $34,470         $27,606        $24,227
- ------------------------------------------------------------------------------------------------------------------------------------

Other comprehensive (loss) income (note 1)
  Unrealized (losses) gains on available-for-sale
  securities:
    Unrealized holding (losses) gains arising during year                                    (32,020)         26,639        (25,853)
    Income tax benefit (expense)                                                              11,207          (9,324)         9,048
- ------------------------------------------------------------------------------------------------------------------------------------

    Net unrealized holding (losses) gains arising during period                              (20,813)         17,315        (16,805)
- ------------------------------------------------------------------------------------------------------------------------------------

    Reclassification adjustment for (gains) losses included in net income                     (2,514)             59          2,802
    Income tax expense (benefit)                                                                 880             (20)          (981)
- ------------------------------------------------------------------------------------------------------------------------------------

    Net reclassification adjustment for (gains) losses included in net income                 (1,634)             39          1,821
- ------------------------------------------------------------------------------------------------------------------------------------

Net other comprehensive (loss) income                                                        (22,447)         17,354        (14,984)
- ------------------------------------------------------------------------------------------------------------------------------------

Total comprehensive income                                                                   $12,023         $44,960         $9,243
- ------------------------------------------------------------------------------------------------------------------------------------

See notes to financial statements.

<PAGE>

Statements of Stockholder's Equity
- ------------------------------------------------------------------------------------------------------------------------------------
 
Year ended Dec. 31,                                                                       1998            1997            1996
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      ($ 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        $143,844       $168,844
Cash dividends declared                                                                            -               -        (25,000)
- ------------------------------------------------------------------------------------------------------------------------------------

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

Retained Earnings
Appropriated for predeclared additional credits/interest (note 5B)
Balance at beginning of year                                                                  $6,375         $11,989        $18,878
Transferred to unappropriated retained earnings                                               (2,665)         (5,614)        (6,889)
- ------------------------------------------------------------------------------------------------------------------------------------

Balance at end of year                                                                        $3,710          $6,375        $11,989
- ------------------------------------------------------------------------------------------------------------------------------------

Appropriated for additional interest on advance payments (note 5C)
Balance at beginning of year                                                                     $50             $50            $50
Transferred to unappropriated retained earnings                                                  (40)              -              -
- ------------------------------------------------------------------------------------------------------------------------------------

Balance at end of year                                                                           $10             $50            $50
- ------------------------------------------------------------------------------------------------------------------------------------

Unappropriated (note 6)
Balance at beginning of year                                                                 $55,948         $22,728        $31,612
Net income                                                                                    34,470          27,606         24,227
Transferred from appropriated retained earnings                                                2,705           5,614          6,889
Cash dividends declared                                                                      (29,500)              -        (40,000)
- ------------------------------------------------------------------------------------------------------------------------------------

Balance at end of year                                                                       $63,623         $55,948        $22,728
- ------------------------------------------------------------------------------------------------------------------------------------
 
Accumulated other comprehensive income -
  net of tax (note 1)
Balance at beginning of year                                                                 $31,793         $14,439        $29,423
Net other comprehensive (loss) income                                                        (22,447)         17,354        (14,984)
- ------------------------------------------------------------------------------------------------------------------------------------

Balance at end of year                                                                        $9,346         $31,793        $14,439
- ------------------------------------------------------------------------------------------------------------------------------------

Total stockholder's equity                                                                  $222,033        $239,510       $194,550
- ------------------------------------------------------------------------------------------------------------------------------------

See notes to financial statements.

<PAGE>

Statements of Cash Flows
- ------------------------------------------------------------------------------------------------------------------------------------
 
Year ended Dec. 31,                                                                       1998            1997            1996
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      ($ thousands)
Cash Flows from Operating Activities
Net income                                                                                   $34,470         $27,606        $24,227
Adjustments to reconcile net income to net
cash provided by operating activities:
  Net income of wholly owned subsidiary                                                       (1,646)           (328)        (1,251)
  Net provision for certificate reserves                                                     167,108         165,136        171,968
  Interest income added to certificate loans                                                  (1,180)         (1,414)        (1,631)
  Amortization of premiums/discounts-net                                                      22,620          15,484         14,039
  Provision for deferred federal income taxes                                                 (3,088)         (2,266)        (1,124)
  Net realized (gain) loss on investments before income taxes                                 (5,143)           (980)           343
  Decrease (increase) in dividends and interest receivable                                     2,238          (4,804)         5,619
  Decrease in deferred distribution fees                                                       5,310           4,434          2,761
  Increase in other assets                                                                    (1,082)              -              -
  Increase (decrease) in other liabilities                                                    16,814             443           (679)
- ------------------------------------------------------------------------------------------------------------------------------------

Net cash provided by operating activities                                                    236,421         203,311        214,272
- ------------------------------------------------------------------------------------------------------------------------------------

Cash Flows from Investing Activities
Maturity and redemption of investments:
  Held-to-maturity securities                                                                161,649          76,678        163,066
  Available-for-sale securities                                                              468,218         408,019        537,565
  Other investments                                                                           76,894          79,929         52,189
Sale of investments:
  Held-to-maturity securities                                                                  6,245          33,910         24,984
  Available-for-sale securities                                                              344,901         160,207        356,194
  Other investments                                                                                -               -            385
Certificate loan payments                                                                      4,006           4,814          6,003
Purchase of investments:
  Held-to-maturity securities                                                                 (1,034)         (4,565)       (49,984)
  Available-for-sale securities                                                             (663,347)     (1,283,620)      (617,138)
  Other investments                                                                         (189,905)        (62,831)       (28,617)
Certificate loan fundings                                                                     (3,703)         (5,021)        (5,288)
- ------------------------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) investing activities                                         $203,924       ($592,480)      $439,359
- ------------------------------------------------------------------------------------------------------------------------------------

See notes to financial statements.

<PAGE>

Statements of Cash Flows (continued)
- ------------------------------------------------------------------------------------------------------------------------------------
 
Year ended Dec. 31,                                                                       1998            1997            1996
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      ($ thousands)

Cash Flows from Financing Activities
Payments from certificate owners                                                          $1,192,026      $1,580,013     $1,129,023
Proceeds from reverse repurchase agreements                                                  919,500         433,000              -
Dividend from wholly owned subsidiary                                                          8,000               -              -
Certificate maturities and cash surrenders                                                (1,729,871)     (1,324,175)    (1,663,196)
Payments under reverse repurchase agreements                                                (800,500)       (411,000)             -
Dividends paid                                                                               (29,500)              -        (65,000)
- ------------------------------------------------------------------------------------------------------------------------------------

Net cash (used in) provided by financing activities                                         (440,345)        277,838       (599,173)
- ------------------------------------------------------------------------------------------------------------------------------------

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

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


Supplemental Disclosures Including Non-cash Transactions
Cash received (paid) for income taxes                                                         $1,217           ($104)        $7,195
Certificate maturities and surrenders through
  loan reductions                                                                              5,632           8,032          8,554

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 nine 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  36-months.  In addition,  two
types of  certificates  have  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.

Comprehensive Income

Effective Jan. 1, 1998, IDSC adopted Statement of Financial Accounting Standards
(SFAS) No. 130,  "Reporting  Comprehensive  Income."  SFAS No. 130  requires the
reporting and display of comprehensive income and its components.  Comprehensive
income is defined as the  aggregate  change in  stockholder's  equity  excluding
changes in ownership interests.  For IDSC,  comprehensive income consists of net
income and unrealized  gains or losses on  available-for-sale  securities net of
taxes.  Prior year amounts have been reclassified to conform to the requirements
of the new Statement.

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  accumulated   other
comprehensive income in 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.

<PAGE>

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

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.

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.

<PAGE>

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

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.

Accounting developments

In March 1998, the AICPA issued SOP 98-1,  "Accounting for the Costs of Computer
Software  Developed or Obtained for Internal  Use." This SOP, which is effective
Jan. 1, 1999,  requires the  capitalization of certain costs incurred to develop
or obtain  software  for  internal  use.  Software  utilized by IDSC is owned by
Parent and will be capitalized on Parent's  financial  statements.  As a result,
the new rule will not have a material  impact on IDSC's results of operations or
financial condition.

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and  Hedging  Activities,"  which is  effective  Jan.  1, 2000.  This  Statement
establishes  accounting  and  reporting  standards for  derivative  instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging  activities.  It requires that an entity  recognize all  derivatives  as
either assets or liabilities in the balance sheet and measure those  instruments
at fair value.  The  accounting  for  changes in the fair value of a  derivative
depends on the intended use of the  derivative  and the  resulting  designation.
Earlier  application  of all of the  provisions of this Statement is encouraged,
but it is permitted  only as of the beginning of any fiscal  quarter that begins
after issuance of the Statement. This Statement cannot be applied retroactively.
The  ultimate  financial  impact of the new rule will be  measured  based on the
derivatives in place at adoption and cannot be estimated at this time.

<PAGE>

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

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  $3,353,920  and  $3,694,204  at Dec.  31,  1998 and 1997,
respectively.  IDSC had  qualified  assets of  $3,799,689  at Dec.  31, 1998 and
$3,964,036  at  Dec.  31,  1997,   excluding  net  unrealized   appreciation  on
available-for-sale  securities of $14,378 and $48,912 at Dec. 31, 1998 and 1997,
respectively and payable for securities  purchased of $2,211 and $19,601 at Dec.
31, 1998 and 1997, respectively.

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

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

<TABLE>
<CAPTION>
 
                                                                      Dec. 31, 1998
                                                      -----------------------------------------------

                                                                        Required
                                                         Deposits       deposits         Excess
- -----------------------------------------------------------------------------------------------------
<S>                                                       <C>            <C>               <C>           
Deposits to meet certificate
liability requirements:
States                                                          $364            $327             $37
Central Depositary                                         3,543,964       3,317,295         226,669
- -----------------------------------------------------------------------------------------------------

Total                                                     $3,544,328      $3,317,622        $226,706
- -----------------------------------------------------------------------------------------------------

                                                                      Dec. 31, 1997
                                                      -----------------------------------------------

                                                                        Required
                                                         Deposits       deposits         Excess
- -----------------------------------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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

The assets on deposit at Dec. 31, 1998 and 1997 consisted of securities having a
deposit value of $3,153,038  and  $3,580,866,  respectively;  mortgage  loans of
$334,280 and  $212,433,  respectively;  and other assets of $57,010 and $33,569,
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.

The  following  is a summary  of  securities  held to  maturity  and  securities
available for sale at Dec. 31, 1998 and 1997.
<TABLE>
<CAPTION>

                                                                            Dec. 31, 1998
                                                      ---------------------------------------------------------------
                                                                                          Gross           Gross
                                                        Amortized         Fair         unrealized      unrealized
                                                           cost           value           gains          losses
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>             <C>              <C>    
Held to maturity
U.S. Government and
  agencies obligations                                          $363            $373             $10              $-
Mortgage-backed securities                                    22,366          22,986             620               -
Corporate debt securities                                    168,191         172,941           4,750               -
Stated maturity preferred stock                              401,895         428,689          26,802               8
- ---------------------------------------------------------------------------------------------------------------------

Total                                                       $592,815        $624,989         $32,182              $8
- ---------------------------------------------------------------------------------------------------------------------
Available for sale
Mortgage-backed securities                                  $831,677        $846,864         $15,787            $600
State and municipal obligations                               32,075          33,437           1,362               -
Corporate debt securities                                  1,674,932       1,667,264          29,197          36,865
Stated maturity preferred stock                               63,257          65,822           2,637              72
Perpetual preferred stock                                     94,226          97,158           2,947              15
- ---------------------------------------------------------------------------------------------------------------------

Total                                                     $2,696,167      $2,710,545         $51,930         $37,552
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                                            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
- ---------------------------------------------------------------------------------------------------------------------

Total                                                       $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
- ---------------------------------------------------------------------------------------------------------------------

Total                                                     $2,862,612      $2,911,524         $51,437          $2,525
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

The amortized  cost and fair value of securities  held to maturity and available
for sale, by contractual maturity, at Dec. 31, 1998, 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                                                                            $99,718        $100,336
Due after 1 year through 5 years                                                             274,565         288,415
Due after 5 years through 10 years                                                           179,098         194,280
Due after 10 years                                                                            17,068          18,972
- ---------------------------------------------------------------------------------------------------------------------
                                                                                             570,449         602,003
Mortgage-backed securities                                                                    22,366          22,986
- ---------------------------------------------------------------------------------------------------------------------

Total                                                                                       $592,815        $624,989
- ---------------------------------------------------------------------------------------------------------------------
Available for sale
Due within 1 year                                                                            $76,383         $76,569
Due after 1 year through 5 years                                                             825,032         841,426
Due after 5 years through 10 years                                                           506,693         508,301
Due after 10 years                                                                           362,156         340,227
- ---------------------------------------------------------------------------------------------------------------------
                                                                                           1,770,264       1,766,523
Mortgage-backed securities                                                                   831,677         846,864
Perpetual preferred stock                                                                     94,226          97,158
- ---------------------------------------------------------------------------------------------------------------------

Total                                                                                     $2,696,167      $2,710,545
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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

During  the years  ended  Dec.  31,  1998 and  1997,  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,
1998, 1997 and 1996, were as follows:
<TABLE>
<CAPTION>

                                                                          1998            1997            1996
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>             <C>             <C>            

Proceeds                                                                    $346,353        $161,188        $313,976
Gross realized gains                                                           4,487           1,292             456
Gross realized losses                                                          1,461           1,637           5,836
- ---------------------------------------------------------------------------------------------------------------------

Sales of held-to-maturity securities resulting from acceptance of a tender offer during the year ended
Dec. 31, 1998 and significant credit deterioration during the years ended Dec. 31,  1997 and 1996,
were as follows:

                                                                          1998            1997            1996
- ---------------------------------------------------------------------------------------------------------------------

Amortized cost                                                                $6,182         $32,969         $22,297
Gross realized gains                                                              63           1,621           3,200
Gross realized losses                                                              -             680             513
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

During the years ended Dec. 31, 1998 and 1997, no securities  were  reclassified
from held to maturity to available for sale.

B)  Investments  in securities  with fixed  maturities  comprised 85% and 89% of
IDSC's total invested assets at Dec. 31, 1998 and 1997, 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                                     1998           1997
- ---------------------------------------------------------------------

Aaa/AAA                                    37%             44%
Aa/AA                                       1               1
Aa/A                                        1               1
A/A                                         13             14
A/BBB                                       5               6
Baa/BBB                                     33             25
Below investment grade                      10              9
- ---------------------------------------------------------------------

                                           100%           100%
- ---------------------------------------------------------------------

Of the  securities  rated  Aaa/AAA,  84% and  83% at Dec.  31,  1998  and  1997,
respectively, are U.S. Government Agency mortgage-backed securities that are not
rated by a public rating

<PAGE>

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

agency.  Approximately  11% and 9% at Dec. 31, 1998 and 1997,  respectively,  of
securities   with  fixed   maturities,   other  than  U.S.   Government   Agency
mortgage-backed securities, are rated by Parent's internal analysts. At Dec. 31,
1998 and 1997 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.

4.  Investments in first mortgage loans on real estate

At Dec. 31, 1998 and 1997, IDSC's recorded investment in impaired mortgage loans
was $296 and $363,  respectively,  and the reserve for loss on those amounts was
$261 in both years.  During 1998, 1997 and 1996, the average recorded investment
in impaired mortgage loans was $331, $743 and $925, respectively.

IDSC recognized $31, $37 and $88 of interest income related to impaired mortgage
loans for the years ended Dec. 31, 1998, 1997 and 1996, respectively.

During the years ended Dec.  31, 1998,  1997 and 1996,  there were no changes in
the reserve for loss on mortgage loans of $611.

<PAGE>

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

At Dec.  31, 1998 and 1997,  approximately  9% and 5%,  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                                        1998           1997
- ---------------------------------------------------------------------

West North Central                             21%            21%
South Atlantic                                 18             23
East North Central                             17             18
Mountain                                       14             13
West South Central                             12              6
Pacific                                         7              3
New England                                     6              5
Middle Atlantic                                 5             11
- ---------------------------------------------------------------------

Total                                         100%           100%
- ---------------------------------------------------------------------

Property Type                                 1998           1997
- ---------------------------------------------------------------------

Retail/shopping centers                        28%            31%
Office buildings                               25             20
Apartments                                     19             23
Industrial buildings                           12             17
Other                                          16              9
- ---------------------------------------------------------------------

Total                                         100%           100%
- ---------------------------------------------------------------------
 
The carrying  amounts and fair values of first mortgage loans on real estate are
as follows at Dec. 31. The fair values are estimated using  discounted cash flow
analysis,  using market  interest rates  currently  being offered for loans with
similar maturities.
<TABLE>
<CAPTION>

                                                              Dec. 31, 1998                   Dec. 31, 1997
                                                      ---------------------------------------------------------------

                                                         Carrying         Fair          Carrying          Fair
                                                          amount          value          amount           value
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>             <C>             <C>             <C>          
First mortgage loans on real estate                         $334,891        $343,406        $213,044        $216,951
Reserve for losses                                              (611)              -            (611)              -
- ---------------------------------------------------------------------------------------------------------------------

Net first mortgage loans on
real estate                                                 $334,280        $343,406        $212,433        $216,951
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

At Dec. 31, 1998 and 1997,  commitments for fundings of first mortgage loans, at
market interest rates, aggregated $60,828 and $9,375, 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.

<PAGE>

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

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, 1998 and 1997
were:
<TABLE>
<CAPTION>

                                                                                          1998
                                                                     ------------------------------------------------
                                                                                         Average         Average
                                                                                          gross        additional
                                                                         Reserve      accumulation       credit
                                                                         balance          rate            rate
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>              <C>            <C>                       
Installment certificates
Reserves to mature:
  With guaranteed rates                                                      $21,018       3.50%           .50%
  Without guaranteed rates (A)                                               288,092          -           2.92
Additional credits and accrued interest                                       15,061       3.16              -
Advance payments and accrued interest (C)                                        894       3.18            .82
Other                                                                             55          -              -
Fully paid certificates
Reserves to mature:
  With guaranteed rates                                                      146,437       3.20           1.47
  Without guaranteed rates (A) and (D)                                     2,763,454          -           4.29
Additional credits and accrued interest                                      169,515       3.18              -
Due to unlocated certificate holders                                             357          -              -
- ---------------------------------------------------------------------------------------------------------------------

Total                                                                     $3,404,883
- ---------------------------------------------------------------------------------------------------------------------

                                                                                          1997
                                                                     ------------------------------------------------
                                                                                         Average         Average
                                                                                          gross        additional
                                                                         Reserve      accumulation       credit
                                                                         balance          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                         -
- ---------------------------------------------------------------------------------------------------------------------

Total                                                                     $3,724,978
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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

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,  1998,  $3,710 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 3.18%.  IDSC has increased the rate of accrual
to 4.00% through April 30, 2000. An appropriation of retained earnings amounting
to $10 has been made,  which  represents the estimated  additional  accrual that
will result from the increase granted by IDSC.

D) IDS Stock Market  Certificate,  American Express Stock Market Certificate and
IDS Market Strategy  Certificate  enable the certificate owner to participate in
any  relative  rise  in a major  stock  market  index  without  risking  loss of
principal.  Generally the certificates have a term of 12 months and may continue
for up to 20 successive terms. The reserve balance on these certificates at Dec.
31, 1998 and 1997 was $622,409 and $416,485, respectively.

E) The carrying amounts and fair values of certificate reserves consisted of the
following at Dec. 31, 1998 and 1997.  Fair values of  certificate  reserves with
interest rate terms of one year or less  approximated  the carrying  values less
any applicable surrender charges.

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>

                                                                          1998                            1997
                                                                     ---------------------------------------------------------------

                                                                        Carrying          Fair          Carrying          Fair
                                                                         amount           value          amount          value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>             <C>             <C>            <C>        
Reserves with terms of one year or less                                   $3,070,001      $3,068,463      $3,186,971     $3,185,396
Other                                                                        334,882         350,509         538,007        551,988
- ------------------------------------------------------------------------------------------------------------------------------------

Total certificate reserves                                                 3,404,883       3,418,972       3,724,978      3,737,384
Unapplied certificate transactions                                               853             853             868            868
Certificate loans and accrued interest                                       (32,703)        (32,703)        (37,495)       (37,495)
- ------------------------------------------------------------------------------------------------------------------------------------

Total                                                                     $3,373,033      $3,387,122      $3,688,351     $3,700,757
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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

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 1999 and 2000 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, joint facilities, technology support and treasury 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.

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 the seven- and
13-month term IDS 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>

<PAGE>

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

(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 the IDS Cash Reserve and IDS 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 0.25% of the reserves  maintained
for these  certificates  at the beginning of the second and subsequent  quarters
from issue date.

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

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

Fees on the IDS 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,  and IDS Market Strategy Certificate 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  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.

<PAGE>

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

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  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.  Prior to
Jan. 1, 1998,  AEFC provided this service to IDSC under the investment  advisory
and services agreement.

8.  Income taxes

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

                                                                             1998            1997            1996
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>              <C>             <C>   
Federal
  Current                                                                    ($5,668)         $1,138          $5,560
  Deferred                                                                     4,183           2,266           1,124
- ---------------------------------------------------------------------------------------------------------------------
                                                                              (1,485)          3,404           6,684
State                                                                            (50)            (65)            (27)
- ---------------------------------------------------------------------------------------------------------------------

Total income tax (expense) benefit                                           ($1,535)         $3,339          $6,657
- ---------------------------------------------------------------------------------------------------------------------
 
Income tax (expense) benefit differs from that computed by using the U.S. Statutory rate
of 35%.  The principal causes of the difference in each year are shown below:

                                                                             1998            1997            1996
- ---------------------------------------------------------------------------------------------------------------------

Federal tax expense at U.S. statutory rate                                  ($12,026)        ($8,378)        ($5,711)
Tax-exempt interest                                                              394             724           1,517
Dividend exclusion                                                            10,121          11,044          10,865
Other, net                                                                        26              14              13
- ---------------------------------------------------------------------------------------------------------------------

Federal tax (expense) benefit                                                ($1,485)         $3,404          $6,684
- ---------------------------------------------------------------------------------------------------------------------

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
</TABLE>

<PAGE>

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

purposes in future years. Principal components of IDSC's deferred tax assets and
liabilities as of Dec. 31, are as follows.


Deferred tax assets                          1998            1997
- ---------------------------------------------------------------------

Certificate reserves                         $19,423         $13,488
Investment reserves                              502             502
Other, net                                        18              19
- ---------------------------------------------------------------------

Total deferred tax assets                    $19,943         $14,009
- ---------------------------------------------------------------------

Deferred tax liabilities                     1998            1997
- ---------------------------------------------------------------------

Deferred distribution fees                    $5,523          $7,382
Investment unrealized gains                    5,032          17,119
Purchased/written call options                 7,417           3,557
Dividends receivable                             553             654
Investments                                      280             429
Return of capital dividends                       43              43
- ---------------------------------------------------------------------

Total deferred tax liabilities                18,848          29,184
- ---------------------------------------------------------------------

Net deferred tax assets (liabilities)         $1,095        ($15,175)
- ---------------------------------------------------------------------

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, 1998,  IDSC's  counterparties to the
interest  rate  floors and swaps are rated AA by  nationally  recognized  rating
agencies.  The  counterparties  to the  purchased  call  options are seven major
broker/dealers.

<PAGE>


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

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,
1998 and 1997.

<TABLE>
<CAPTION>


                                                                                   1998
                                                      ---------------------------------------------------------------
                                                         Notional                                         Total
                                                       or contract      Carrying          Fair           credit
                                                          amount          value           value           risk
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>               <C>            <C>              <C>
Assets
  Interest rate floors                                      $500,000             $37            $348            $348
  Purchased call options                                         448          96,176          92,357          92,357
- ---------------------------------------------------------------------------------------------------------------------
  Total                                                     $500,448         $96,213         $92,705         $92,705
- ---------------------------------------------------------------------------------------------------------------------

Liabilities
  Interest rate swaps                                       $500,000              $-          $1,488              $-
  Written call options                                           448          38,071          54,181               -
- ---------------------------------------------------------------------------------------------------------------------
  Total                                                     $500,448         $38,071         $55,669              $-
- ---------------------------------------------------------------------------------------------------------------------

                                                                                   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              $-          $2,138              $-
  Written call options                                           376          24,739          32,990               -
- ---------------------------------------------------------------------------------------------------------------------
  Total                                                   $1,000,376         $24,739         $35,128              $-
- ---------------------------------------------------------------------------------------------------------------------

The fair values of derivative financial instruments are based on market values, dealer quotes or
pricing models.  The interest rate floors and swaps at Dec. 31, 1998, expire in April of 1999.  The
options at Dec. 31, 1998, expire throughout 1999.
</TABLE>

<PAGE>

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

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 or other  investment
income, as appropriate.

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 or other  investment  income,  as
appropriate.

The  interest  rate  swaps are  reset  monthly.  IDSC  pays a fixed  rate on the
notional  amount ranging from 5.46% to 5.66% 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.  Interest
earned and interest  expensed  under the  agreements  is shown net in investment
expenses or other investment income, as appropriate.

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.  Changes in the
intrinsic  value of these  options are  recognized  currently in  provision  for
certificate reserves.

<PAGE>

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

Following is a summary of open option contracts at Dec. 31, 1998 and 1997.

<TABLE>
<CAPTION>

                                                                          1998
                                                      -----------------------------------------------
                                                         Contract        Average         Index at
                                                          amount      strike price     Dec.31,1998
- -----------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>             <C>       
Purchased call options                                     $448           1,088           1,229
Written call options                                        448           1,206           1,229
- -----------------------------------------------------------------------------------------------------

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

Purchased call options                                      $389             876             970
Written call options                                         376             969             970
- -----------------------------------------------------------------------------------------------------
</TABLE>

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.

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

                                                                                 1998                            1997
                                                                     ---------------------------------------------------------------

                                                                        Carrying          Fair          Carrying          Fair
                                                                          value           value           value          value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>              <C>             <C>            <C>      
Financial assets
  Assets for which carrying values
    approximate fair values                                                  $50,288         $50,288         $49,940        $49,940
  Investment securities (note 3)                                           3,303,360       3,335,534       3,669,667      3,695,839
  First mortgage loans on real estate (note 4)                               334,280         343,406         212,433        216,951
  Derivative financial instruments (note 9)                                   96,213          92,705          56,127         54,860
Financial liabilities
  Liabilities for which carrying values
    approximate fair values                                                  154,964         154,964          48,255         48,255
  Certificate reserves (note 5)                                            3,373,033       3,387,122       3,688,351      3,700,757
  Derivative financial instruments (note 9)                                   38,071          55,669          24,739         35,128
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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

11.  Year 2000 (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 target date for substantially  completing
corrective  measures on business critical systems was Dec. 31, 1998.  Testing of
these systems is targeted for completion  early in 1999. The Parent is currently
on  track  with  this  schedule  and is also on  track  to  finish  the  work on
non-critical systems by June 30, 1999.

The Parent  continues to evaluate 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.

The Parent's Year 2000 project includes establishing Year 2000 contingency plans
for all key business units.  These plans are being developed and are expected to
be  substantially  complete by the end of the first quarter of 1999. These plans
will continue to be refined throughout 1999 as additional information related to
potential Year 2000 exposure is gathered.

<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

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
1998                American Express Special Deposits          91,416,078.00

* 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 $172,633.41 in 1995,  $301,946.44 in 1996,  $592,068.70 in 1997
and 967,791.95 in 1998.

<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
                      Registration  Statement No. 33-26844, 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 February 29,1984, filed 
                      electronically as Exhibit 3(b) to Post-Effective Amendment
                      No. 10 to Registration Statement No. 2-89507, is 
                      incorporated herein by reference.

                  (c)  Certificate  of Amendment,  dated  September 12, 1995, is
                       filed electronically herewith.

                  (d)  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 12, 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.

                  (l)      Form of Selling Agent Agreement, dated March __, 1999
                           between American Express Financial  Advisors Inc. and
                           Securities  America  Inc.,  filed  electronically  as
                           Exhibit 10 (k) to Post-Effective  Amendment No. 24 to
                           Registration   Statement  33-22503,  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 Sept. 8, 1998
                           filed    electronically    as   Exhibit    24(a)   to
                           Post-Effective Amendment No. 22 to Registration 
                           Statement No. 33-22503, is incorporated herein by 
                           reference.

                       (b) Directors' Power of Attorney, dated Oct. 14, 1998 
                           filed electronically as Exhibit 24(b) to Post-
                           Effective Amendment No. 22 to Registration Statement 
                           No. 33-22503, is incorporated herein by reference.

         25. through 27. -- None.

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

                    I.   Investments in Securities of Unaffiliated Issuers 
                         December 31, 1998.

                   II.   Investments  in and Advances to  Affiliates  and
                         Income Thereon, December 31, 1998, 1997, and 1996.

                  III.   Mortgage Loans on Real Estate and Interest Earned on 
                         Mortgages - Year ended December 31, 1998.

                    V.   Qualified Assets on Deposit - December 31, 1998.

                   VI.   Certificate  Reserves - Year ended  December 31, 1998.

                  VII.   Valuation and Qualifying Accounts -  Years ended 
                         December 31, 1998, 1997 and 1996.

<PAGE>

                    Schedule I,  Schedule III and Schedule VI for the year ended
                    Dec.   31,   1997   are   incorporated   by   reference   to
                    Post-Effective  Amendment No. 42 to  Registration  Statement
                    No. 2-55252 for Series D-1 Investment Certificate.  Schedule
                    VI for the year ended Dec.  31,  1996,  is  incorporated  by
                    reference to Post Effective Amendment No. 40 to Registration
                    Statement No. 2-55252.

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 16th day of March, 1999.

IDS CERTIFICATE COMPANY



                                                    By: /s/ Paula R. Meyer*
                                                    Paula R. Meyer, 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 16th day of
March, 1999.


Signature                                    Capacity

/s/ Paula R. Meyer* **                       President and Director
Paula R. Meyer                               (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)

__________________                           Director
Rodney P. Burwell

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

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

____________________                         Director
Jean B. Keffeler

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

____________________                         Director
Thomas R. McBurney

<PAGE>

*Signed  pursuant to Officers'  Power of Attorney dated  September 8, 1998 filed
electronically  as  Exhibit  24(a)  to   Post-Effective   Amendment  No.  22  to
Registration Statement No. 33-22503, incorporated herein by reference.




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


**Signed  pursuant to Directors'  Power of Attorney dated October 14, 1998 filed
electronically  as  Exhibit  24(b)  to   Post-Effective   Amendment  No.  22  to
Registration Statement No. 33-22503, incorporated herein by reference.




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




<PAGE>

EXHIBIT INDEX

Exhibit 3 (c)                 Certificate of Amendment

Exhibit 5:                    Opinion and Consent of Counsel

Exhibit 16 (b):               Financial Statement Schedules

Exhibit 23:                   Consent of Independent Auditors




<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION



IDS  Certificate  Company,  a corporation  organized  and existing  under and by
virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said Corporation has given written consent
to the  adoption of a  resolution  of  proposing  and  declaring  advisable  the
following amendment to the Certificate of Incorporation of said Corporation:

         RESOLVED,  That the  Certificate of  Incorporation  of IDS  Certificate
         Company be amended by adding a new Article  Thirteenth  set forth below
         in its entirety:

                  THIRTEENTH:  No  director  shall be  personally  liable to the
         Corporation or its stockholder for monetary  damages for breach of duty
         as a  director,  except  (i) for any breach of the  director's  duty of
         loyalty  to the  Corporation  or its  stockholder;  (ii)  for  acts  or
         omissions not in good faith or that involve intentional misconduct or a
         knowing  violation of law;  (iii) for acts or omissions  giving rise to
         liability under Section 174 of Delaware  General  Corporation Law; (iv)
         for any  transaction  from  which  the  director  derived  an  improper
         personal benefit; or (v) for any act or omission occurring prior to the
         adoption of this Article Thirteenth.

  SECOND:That  the sole  stockholder has given written consent to said amendment
  in accordance  with the  provisions of Section 228 of the General  Corporation
  Law of the State of Delaware.

  THIRD:  That the aforesaid  amendment was duly adopted in accordance  with the
  applicable  provisions of Sections 242 and 228 of the General  Corporation Law
  of the State of Delaware.

<PAGE>

  IN WITNESS WHEREOF,  said IDS Certificate Company has caused t his certificate
  to be signed by Stuart A.  Sedlacek,  its  President,  and  attested by MaryJo
  Olson, its Assistant Secretary, this 12th day of September, 1995.

                                                       IDS CERTIFICATE COMPANY

                                                      /s/ Stuart A. Sedlacek
                                                          Stuart A. Sedlacek
                                                          President

  ATTEST:

  /s/Mary Jo Olson
     Mary Jo Olson
     Assistant Secretary



<PAGE>

March 16, 1999

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  registered  under the  above-referenced
registration  number and issued by the Company since April 1, 1998, until today,
when sold in accordance  with the prospectus  contained in the  above-referenced
Registration  Statement and with applicable  law, were legal and  non-assessable
and were  fully-paid  face-amount  certificates  as that term is used in section
2(a)(15) of the Investment  Company Act of 1940 and were binding  obligations of
the Company.

(c) That other face-amount  certificates  registered under the  above-referenced
registration number and issued by the Company,  when sold in accordance with the
prospectus  contained in the  above-referenced  Registration  Statement and with
applicable  law,  will be  legal  and  non-assessable  and  will  be  fully-paid
face-amount  certificates  as  that  term is used  in  section  2(a)(15)  of the
Investment Company Act of 1940 and will binding obligations of the Company.

I hereby  consent  that the  foregoing  opinion may be used in  connection  with
Post-Effective Amendment No. 44 to the above-referenced Registration Statement.

Very truly yours,




Bruce A. Kohn
Vice President and General Counsel
IDS Certificate Company



<PAGE>

IDS CERTIFICATE COMPANY

<TABLE>
<CAPTION>

Investments in Securities of Unaffiliated Issuers                                                            Schedule I
($ in thousands)


                                                                     Bal Held at
                                                                        12/31/98
                                                                   Principal Amt
                                                                of Bonds & Notes                 Cost        Value at
                                                                              or               (Notes        12/31/98
Issuer Name and Issue Title                                          # of Shares                a & c)       (Note a)
     <S>                                   <C>      <C>           <C>                <C>                  <C>                      

     BONDS AND NOTES

     United States Government-
      Direct Obligations
          US TREASURY BOND                  6.875%   2000                   165                  165             169            
          US TREASURY BOND                  5.625%   2000                   200                  198             204            
                                                                  --------------      ---------------     -----------

     Total U.S. Government - Direct Obligations                             365                  363             373
                                                                  --------------      ---------------     -----------

     Other Bonds and Notes

     United States Government Agencies
          FHLMC-GNMA 40 D CMO               6.500%   2011                13,169               13,126          13,185           (f)
          GNMA ARM #8377                    6.625%   2018                   716                  714             726           (f)
          GNMA ARM #8251                    6.625%   2017                    63                   63              64           (f)
          GNMA ARM #8365                    6.875%   2018                 1,636                1,636           1,661           (f)
          GNMA ARM #8274                    7.000%   2017                 2,096                2,095           2,122           (f)
          GNMA ARM #8293                    7.000%   2017                   488                  488             494           (f)
          GNMA ARM #8283                    7.000%   2017                   285                  284             288           (f)
          GNMA ARM #8353                    6.875%   2018                   919                  914             933           (f)
          GNMA ARM #8341                    6.875%   2018                   119                  119             121           (f)
          GNMA ARM #8240                    6.625%   2017                   749                  740             760           (f)
          GNMA ARM #8440                    7.000%   2018                   813                  813             823           (f)
          GNMA ARM #8206                    6.875%   2017                 1,107                1,107           1,121           (f)
          GNMA ARM #8428                    7.000%   2018                   299                  299             303           (f)
          GNMA ARM #8157                    6.875%   2023                 4,537                4,614           4,593           (f)
          GNMA ARM #8638                    6.875%   2025                 7,528                7,589           7,627           (f)
          FNMA 30 YR #27880                 9.000%   2016                    48                   49              50           (f)
          FNMA 15 YR #34543                 9.250%   2001                    64                   64              68           (f)
          FNMA 30 YR #36225                 9.000%   2016                   129                  131             136           (f)
          FNMA 30 YR #040877                9.000%   2017                    44                   45              46           (f)
          FNMA 30 YR #51617                10.000%   2017                    89                   89              96           (f)
          FNMA 30 YR #52185                10.000%   2017                    58                   58              62           (f)
          FNMA 15 YR #13705                11.000%   2000                    15                   16              16           (f)
          FNMA 15 YR #18275                11.000%   2000                     4                    5               5           (f)
          FNMA 15 YR #18745                11.000%   2000                     3                    3               3           (f)
          FNMA 15 YR #2469                 11.000%   2000                     8                    8               8           (f)
          FNMA 15 YR #13157                11.000%   2000                     8                    8               8           (f)
          FNMA 15 YR #13548                11.000%   2000                    22                   23              24           (f)
          FNMA 15 YR #18986                11.000%   2000                     5                    5               6           (f)
          FNMA 15 YR #64520                11.000%   2001                    28                   28              30           (f)
          FNMA 15 YR #64523                11.000%   2000                    23                   23              25           (f)
          FNMA 15 YR #19070                11.000%   2000                     3                    3               3           (f)

<PAGE>

                                                                     Bal Held at
                                                                        12/31/98
                                                                   Principal Amt
                                                                of Bonds & Notes                  Cost        Value at
                                                                             or                 (Notes        12/31/98
Issuer Name and Issue Title                                         # of Shares                  a & c)        (Note a)


          FNMA 15 YR #19261                11.000%   2000                    10                   10              10           (f)
          FNMA 15 YR #22569                11.000%   2000                     6                    6               7           (f)
          FNMA 15 YR #22271                11.000%   2000                    22                   23              24           (f)
          FNMA 15 YR #22674                11.000%   2000                    16                   16              17           (f)
          FNMA 15 YR #22405                11.000%   2000                    23                   23              25           (f)
          FNMA 15 YR #25899                11.000%   2001                     6                    6               6           (f)
          FNMA 15 YR #58405                11.000%   2003                    23                   23              24           (f)
          FNMA 15 YR #70299                10.750%   2001                    98                   99             104           (f)
          FNMA 15 YR #66458                10.000%   2004                 2,407                2,417           2,491            
          FNMA 15 YR 70694 MEG              9.500%   2005                 1,144                1,152           1,213            
          FNMA 15 6.0 #50973                6.000%   2009                30,586               29,967          30,711           (f)
          FNMA 10YR #303115                 6.500%   2004                10,151                9,662          10,291           (f)
          FNMA 15YR #124848                 8.000%   2008                 8,589                8,567           8,852           (f)
          FNMA 15YR #303445                 5.500%   2009                16,480               15,859          16,290           (f)
          FNMA #73227 MULT-FAM              6.700%   2005                 2,429                2,451           2,476           (f)
          FNMA 15YR 190534                  6.000%   2018                15,777               15,530          15,841            
          FNMA 15 YR #A250857               7.000%   2012                14,753               14,722          15,067           (f)
          FNMA 15YR #250671                 7.500%   2011                15,426               15,466          15,865           (f)
          FNMA 15 YR #313561                8.000%   2012                15,003               15,288          15,513           (f)
          FNMA 15YR #303779                 6.000%   2011                29,895               29,374          29,988           (f)
          FNMA 7.0 15YR 250670              7.000%   2011                 4,934                4,970           5,038           (f)
          FNMA 15YR #313522                 7.000%   2012                29,007               29,172          29,624           (f)
          FNMA 15YR #367005                 7.000%   2012                10,717               10,660          10,953           (f)
          FNMA 15YR #313042                 7.000%   2011                11,095               11,139          11,331           (f)
          FNMA 92 203 E CMO                 6.250%   2005                 3,779                3,756           3,777           (f)
          FANNIEMAE GR TRST                 6.610%   2018                10,000                9,998           9,965           (f)
          FNMA 97-2C CMO                    7.000%   2020                29,869               29,882          30,152           (f)
          FN 98 50 CLASS PA                 6.000%   2012                15,000               15,046          14,989           (f)
          FNMA 98-8 A SEQ CMO               6.500%   2024                 8,394                8,397           8,428           (f)
          FNMA 97-74 G SEQ CMO              6.500%   2024                 7,930                7,899           7,963           (f)
          FNMA 96-10 C CMO SEQ              6.500%   2023                 6,739                6,512           6,830           (f)
          FNMA 97-17 CMO                    7.000%   2022                45,323               45,072          45,557           (f)
          FN 97 11 K SEQ CM0                7.125%   2023                 7,803                7,830           7,855           (f)
          FNMA ARM #70007                   6.697%   2017                 1,574                1,574           1,598           (f)
          FNMA ARM #70009                   6.924%   2018                 2,261                2,261           2,296           (f)
          FNMA ARM #70117                   7.091%   2017                   489                  489             496           (f)
          FNMA ARM #79384                   7.790%   2019                   738                  738             758           (f)
          FNMA ARM #70202                   7.446%   2019                 1,565                1,565           1,598           (f)
          FNMA ARM #92069                   7.351%   2018                 2,017                2,017           2,057           (f)
          FNMA ARM #93787                   7.157%   2019                 1,694                1,694           1,728           (f)
          FNMA ARM #97822                   7.363%   2020                   269                  269             274           (f)
          FNMA ARM#88879 3X3                7.843%   2019                 1,863                1,863           1,963           (f)
          FNMA ARM#105989 3X3               7.829%   2020                 1,441                1,441           1,520           (f)
          FNMA ARM #249907                  8.000%   2024                 7,238                7,344           7,399           (f)
          FNMA ARM#89125 SEMI               7.001%   2019                 4,843                4,943           4,967           (f)
          FNMA ARM #303259                  7.286%   2025                 4,811                4,939           4,921           (f)
          FNMA ARM#190726 SEMI              7.173%   2033                 9,260                9,444           9,479           (f)

<PAGE>
                                                                    Bal Held at
                                                                       12/31/98
                                                                   Principal Amt
                                                                of Bonds & Notes                 Cost        Value at
                                                                              or               (Notes        12/31/98
Issuer Name and Issue Title                                          # of Shares                a & c)        (Note a)

          FHLMC CTF SER B-77                8.125%   2007                    91                   91              91           (f)
          FHLMC 15 YR #200035               9.000%   2001                   142                  141             147           (f)
          FHLMC 15 YR #200064               8.000%   2002                   211                  207             216           (f)
          FHLMC 15 YR #212119               9.500%   2001                    62                   62              65           (f)
          FHLMC 15 YR #218648               9.500%   2002                    28                   28              30           (f)
          FHLMC 15 YR #200048               9.000%   2001                   343                  340             357            
          FHLMC 15YR #380025                9.500%   2003                   387                  386             410            
          FHLMC 15 YR #219679               9.500%   2003                   305                  303             323           (f)
          FHLMC 15 YR #200022              10.500%   2000                    36                   36              38           (f)
          FHLMC 15 YR #219757              11.000%   2003                   656                  679             695            
          FHLMC 15 YR #502175              10.500%   2004                    78                   79              82           (f)
          FHLMC LOANS #885005               9.500%   2002                   800                  797             847           (f)
          FHLMC 15 YR #885009               9.500%   2003                 1,870                1,862           1,979            
          FHLMC LOANS #885008              10.000%   2003                 1,375                1,380           1,458           (f)
          FHLMC GOLD E00151                 7.500%   2017                 4,926                5,061           5,069           (f)
          FHLMC 5YR BLN #G5015              7.000%   1999                    54                   55              55           (f)
          FHLMC 15YR #G10336                7.500%   2010                 4,431                4,366           4,560           (f)
          FHLMC 15YR #G10344 G              7.500%   2010                 9,991                9,945          10,281           (f)
          FHLMC 15YR #10342                 7.000%   2010                15,527               15,157          15,877           (f)
          FHLMC 5YR BLN #G5025              7.500%   2000                10,133               10,151          10,259           (f)
          FHLMC 15YR G10364                 7.000%   2010                12,965               12,901          13,257           (f)
          FHLM 15 6.5 #G10369               6.500%   2010                29,881               29,544          30,338           (f)
          FHLMC 15 #G10350 GLD              6.500%   2010                17,304               17,269          17,575           (f)
          FHLMC 15YR #E00383                7.000%   2010                13,355               13,335          13,656           (f)
          FHLMC 15YR GOLD                   6.500%   2010                14,825               14,758          15,056           (f)
          FH GD 15YR #E00426                6.500%   2011                 7,021                6,959           7,126           (f)
          FH15YR #G10439 GOLD               6.500%   2011                 3,629                3,546           3,684           (f)
          FHLMC 15YR G10627                 6.500%   2011                23,454               23,128          23,806           (f)
          FHLMC 15YR G10665 GD              7.000%   2012                60,986               60,850          62,358           (f)
          FHLMC T-009 A2 HEL                6.430%   2013                10,000               10,000          10,040           (f)
          FHLMC 15YR                       11.000%   2003                   781                  799             829           (f)
          FHLMC GOLD E00484                 6.500%   2012                 6,235                6,099           6,332           (f)
          FHLMC GOLD #E00476                6.500%   2012                14,824               14,503          15,038           (f)
          FHLMC15YR E00388GOLD              7.000%   2010                 8,289                8,178           8,476           (f)
          FHLMC ARM #840035                 7.364%   2019                   765                  765             776           (f)
          FHLMC ARM #840045                 7.644%   2019                 2,911                2,911           2,955           (f)
          FHLMC ARM #605050                 7.555%   2018                   290                  290             296           (f)
          FHLMC ARM #605041                 7.594%   2019                   226                  226             231           (f)
          FHLMC ARM #605048                 7.201%   2018                 1,022                1,022           1,039           (f)
          FHLMC ARM #605079                 7.470%   2018                   927                  927             946           (f)
          FHLMC ARM #605175                 7.567%   2019                 2,398                2,398           2,443           (f)
          FHLMC ARM #605352                 7.239%   2018                 1,665                1,665           1,693           (f)
          FHLMC ARM #605433                 7.336%   2017                 1,177                1,177           1,194           (f)
          FHLMC ARM #605432                 6.996%   2017                   407                  407             414           (f)
          FHLMC ARM #405185                 7.415%   2018                 1,232                1,232           1,247           (f)
          FHLMC ARM #405249                 7.463%   2018                 1,471                1,471           1,497           (f)
          FHLMC ARM #630074                 7.250%   2018                   404                  404             409           (f)
          FHLMC ARM #605854                 7.497%   2019                 1,820                1,820           1,854           (f)

<PAGE>

                                                                     Bal Held at
                                                                        12/31/98
                                                                   Principal Amt
                                                                of Bonds & Notes                 Cost        Value at
                                                                              or               (Notes        12/31/98
Issuer Name and Issue Title                                          # of Shares                a & c)        (Note a)

          FHLMC ARM #630048                 6.875%   2018                    11                   11              12           (f)
          FHLMC ARM #405092                 7.118%   2019                   909                  909             922           (f)
          FHLMC ARM #840072                 7.351%   2019                 1,279                1,279           1,297           (f)
          FHLMC ARM #605454                 7.110%   2017                 3,465                3,465           3,510           (f)
          FHLMC ARM #405437                 7.525%   2019                   217                  217             221           (f)
          FHLMC ARM #405455                 7.527%   2019                   652                  652             661           (f)
          FHLMC ARM #405243                 7.385%   2019                   528                  528             537           (f)
          FHLMC ARM #606025                 6.912%   2019                 3,789                3,789           3,812           (f)
          FHLMC ARM #606024                 6.881%   2019                 1,003                1,003           1,009           (f)
          FHLMC ARM #405517                 7.000%   2019                   279                  280             285           (f)
          FHLMC ARM#605853                  7.472%   2019                 2,241                2,241           2,286           (f)
          FHLMC ARM #405014                 7.213%   2019                   500                  500             508           (f)
          FHLMC ARM #401587                 7.375%   2018                 1,595                1,595           1,619           (f)
          FHLMC ARM 840031                  7.409%   2019                   205                  205             208           (f)
          FHLMC ARM #840036                 7.417%   2019                   940                  940             957           (f)
          FHLMC ARM #405615                 7.150%   2019                   692                  692             702           (f)
          FHLMC ARM #405360                 7.493%   2019                   717                  717             729           (f)
          FHLMC ARM #606151                 7.609%   2019                 3,276                3,276           3,341           (f)
          FHLMC ARM #635054                 7.476%   2020                   193                  193             197           (f)
          FHLMC ARM #405675                 7.542%   2020                 1,187                1,187           1,207           (f)
          FHLMC ARM #405692                 7.514%   2020                 1,582                1,582           1,610           (f)
          FHLMC ARM #606301                 7.841%   2020                 3,987                3,987           4,093           (f)
          FHLMC ARM #405744                 7.579%   2020                   844                  844             859           (f)
          FHLMC ARM#865008 3X3              8.448%   2018                 4,787                4,787           4,903           (f)
          FHLMC ARM #845154                 7.537%   2022                 2,335                2,405           2,359           (f)
          FHLMC ARM #845654                 7.766%   2024                 7,827                7,939           7,977           (f)
          FHLMC ARM #350190                 7.625%   2022                 3,624                3,729           3,689           (f)
          FHLMC ARM #845523                 7.473%   2023                 3,775                3,881           3,836           (f)
          FHLMC ARM #845733                 7.502%   2024                12,966               13,191          13,230           (f)
          FHLMC ARM #845730                 7.516%   2024                15,253               15,737          15,434           (f)
          FHLMC ARM #845973                 7.482%   2024                 4,633                4,633           4,745           (f)
          FHLMC ARM #845999                 7.355%   2027                13,966               14,085          14,211           (f)
          FHLMC ARM #846072                 7.477%   2022                 3,561                3,648           3,646           (f)
          FHLMC ARM#846107LIB               7.946%   2025                 4,339                4,436           4,420           (f)
          FHLMC ARM#785363 3X1              7.864%   2025                 3,137                3,178           3,165           (f)
          FHLMC ARM #606903                 7.157%   2022                   530                  535             531           (f)
          FHLMC ARM#785615 3X1              6.655%   2026                 8,411                8,365           8,650           (f)
          FHLMC ARM#785634 3X1              6.743%   2026                 8,652                8,680           8,933           (f)
          FHLMC ARM#785619 3X1              6.605%   2026                 3,433                3,452           3,543           (f)
          FHLMC ARM#785672 3X1              6.705%   2026                 4,804                4,826           4,854           (f)
                                                                  --------------      ---------------     -----------

     Total United States Government Agencies                            856,406              854,043         869,850
                                                                  --------------      ---------------     -----------

     Municipal Bonds

     California
          CAL HSG 95-O TAX MUN              7.740%   2016                10,645               10,645          11,159  (b)      (f)
          CAL HSG FIN 1996-M                7.890%   2016                 8,245                8,245           8,583  (b)      (f)

<PAGE>

                                                                     Bal Held at
                                                                        12/31/98
                                                                   Principal Amt
                                                                of Bonds & Notes                 Cost        Value at
                                                                              or               (Notes        12/31/98
Issuer Name and Issue Title                                          # of Shares                a & c)        (Note a)

     Illinois
          CHICAGO IL SAN DIST               9.250%   2000                 1,000                1,021           1,060  (b)      (f)
          *CHIC IL GAS SPY SRC              7.500%   2015                 4,500                4,500           4,768  (b)      (f)

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

     New York
          NEW YORK CITY NT GO               7.750%   2000                   335                  335             339  (b)      (f)
          NEW YORK PWR AUTH                 9.500%   2001                   180                  186             187  (b)      (f)

     Pennsylvania
          WY VALLEY PA SWR                  5.125%   2007                   115                  115             119  (b)      (f)

     Texas
          AUSTIN TX UTILITY                10.750%   2015                 3,735                3,908           4,102  (b)      (f)
                                                                  --------------      ---------------     -----------

     Total Municipal Bonds                                               31,875               32,075          33,437
                                                                  --------------      ---------------     -----------

     Public Utility
          AES CORP SNR SUB NTS              8.375%   2007                 5,000                4,979           4,987  (b) (d)  (f)
          ALLIED WASTE 144A                 7.375%   2004                   800                  799             808      (d)  (f)
          AVON ENERGY                       6.730%   2002                 4,750                4,750           4,888  (b) (d)  (f)
          BAROID CORP                       8.000%   2003                 5,000                4,990           5,269            
          BARRETT RESOURCES                 7.550%   2007                 3,000                3,003           3,186           (f)
          CMS ENERGY                        7.375%   2000                 4,700                4,697           4,789           (f)
          CSW INVESTMENTS 144A              6.950%   2001                10,000                9,993          10,302  (b) (d)  (f)
          CABLE & WIRELESS COM              6.375%   2003                 6,000                5,976           6,040           (f)
          CAL ENERGY CO INC                 9.500%   2006                 4,000                4,027           4,440           (f)
          CROSS TIMBERS OIL CO              8.750%   2009                 3,000                3,000           2,670           (f)
          CYTEC INDUSTRIES INC              6.500%   2003                10,500               10,491          10,138           (f)
          DETROIT EDISON                    6.280%   2000                 7,000                6,980           7,099           (f)
          EL PASO ELEC CO                   7.250%   1999                 2,000                2,000           2,002           (f)
          ENRON CORP                        6.625%   2003                 5,000                5,027           5,130           (f)
          ENRON CORP                        6.450%   2001                10,000               10,000          10,255           (f)
          INTL SPECIALTY PROD               9.000%   1999                15,000               15,019          15,039            
          JERSEY CENTRAL P&L                6.040%   2000                 5,000                5,000           5,053            
          KN ENERGY INC                     6.450%   2003                 8,000                7,988           8,031           (f)
          KANSAS CITY P&L                   7.340%   1999                10,000               10,000          10,150            
          MCN INV`T CORP MTN                6.890%   2002                 9,000                9,030           9,322           (f)
          NEW PARK RESOURCES                8.625%   2007                 2,500                2,528           2,500           (f)
          NIAGARA MHWK PWR                  7.375%   2003                 3,000                3,097           3,139           (f)
          NORAM ENERGY CORP                 7.500%   2000                 5,000                4,990           5,150           (f)
          NORCEN ENERGY RES                 6.800%   2002                10,000                9,986          10,173           (f)
          NOVACOR CHEMICALS                 6.500%   2000                10,000                9,986          10,074           (f)
          OCCIDENTAL PETROLEUM              6.410%   2000                 5,000                4,980           5,060           (f)
          ORYX ENERGY                       8.650%   1999                15,000               15,000          15,000            

<PAGE>

                                                                     Bal Held at
                                                                        12/31/98
                                                                   Principal Amt
                                                                of Bonds & Notes                 Cost        Value at
                                                                              or               (Notes        12/31/98
Issuer Name and Issue Title                                          # of Shares                a & c)        (Note a)

          PUBLIC SERV E&G CAP               6.800%   2002                10,000               10,025          10,277      (d)  (f)
          PUB SERVICE ELEC GAS              6.740%   2001                12,000               12,000          12,342      (d)  (f)
          PACIFIC GAS TRANS                 6.640%   2000                 5,000                5,000           5,100           (f)
          PAGING NETWORK                   10.000%   2008                 2,000                2,000           1,950           (f)
          PRAXAIR INC                       6.750%   2003                 5,000                4,819           5,136           (f)
          QWEST COMMUNICATION               7.250%   2008                 3,000                3,000           3,075  (b) (d)  (f)
          SALTON SEA CL A                   6.690%   2000                 2,081                2,081           2,095           (f)
          SMITH INT`L INC                   7.240%   2001                10,000               10,000          10,281  (b) (d)  (f)
          TELEPORT COMM                     9.875%   2006                 4,000                4,073           4,555           (f)
          TEXAS UTILITIES                   6.370%   2000                10,000               10,000          10,211           (f)
          TOSCO CORP                        7.000%   2000                 5,000                4,997           5,094           (f)
          USX CORP                          7.200%   2004                13,000               13,327          13,480           (f)
          USA WASTE SERVICES                6.500%   2002                10,000                9,997          10,264           (f)
          WILLIAMS CO INC                   6.500%   2002                12,000               11,992          12,133           (f)
                                                                  --------------      ---------------     -----------

     Total Public Utility                                               281,331              281,627         286,687
                                                                  --------------      ---------------     -----------

     Finance
          AG CAP FND SR.NT FLT              6.494%   2004                20,000               19,982          18,550      (d)  (f)
          AT&T CAPITAL CORP                 6.900%   2002                15,000               14,919          14,953           (f)
          ADVANTA MTG 98-1 A2               6.250%   2014                 5,000                5,000           5,006           (f)
          AERCO LDT S-1A CL C1              6.885%   2023                13,496               13,353          12,889      (d)  (f)
          O`N`E` LOAN TRUST 97              7.906%   2007                25,000               25,000          25,000  (b) (d)  (f)
          ALLIANCE INV CBO FLT              6.713%   2006                19,000               19,000          18,620      (d)  (f)
          ARISTAR FINL                      7.875%   1999                 3,000                3,000           3,007           (f)
          ATHENA CBO LIMIT FLT              5.939%   2010                10,000                9,966           9,950           (f)
          BANKAMERICA CORP                  9.750%   2000                10,000               10,126          10,599            
          BANPONCE FIN CORP                 6.580%   2003                 5,000                4,987           5,217           (f)
          BISTRO TRST 1997-100              6.350%   2002                 7,000                6,986           7,076      (d)  (f)
          BISTRO TRT 98-1000                6.580%   2001                14,000               14,000          14,206      (d)  (f)
          CA INF BK SDG E1 A2               6.040%   2002                 1,500                1,500           1,511           (f)
          CAPITAL ONE BANK                  7.350%   2000                 5,000                4,998           5,145           (f)
          CAPITAL ONE BANK                  6.375%   2003                 5,500                5,486           5,477           (f)
          CARAVELLE INV B FLTG              7.088%   2005                17,500               17,500          17,325           (f)
          CARCO AUTO 97-1                   6.689%   2004                12,000               12,000          12,051           (f)
          CCMSC 1997-2 CLSS A1              6.450%   2004                 4,508                4,509           4,604           (f)
          COMMERCIAL CREDIT                 8.250%   2001                 9,000                8,944           9,661           (f)
          CONTI FINANCIAL CORP              8.375%   2003                 5,000                4,990           3,750           (f)
          CONTI MTG HEL TRTA-6              6.690%   2016                10,000               10,000          10,192           (f)
          CONTI 98-1 CLASS A5               6.430%   2016                10,000                9,998          10,118           (f)
          COUNTRYWIDE FUNDING               8.420%   1999                19,700               19,700          19,796            
          ECH FUNDING 98-1 A-2              6.385%   2010                19,000               19,000          18,216      (d)  (f)
          EQCC 97-3 A6 ABS HEL              6.610%   2021                 5,000                5,010           5,107           (f)
          FDIC 96-1C CLASS 1A               6.750%   2026                 5,030                5,028           5,028           (f)
          FMAC LLC 98-D CL A-1              6.111%   2019                 5,000                5,025           5,033      (d)  (f)
          FINOVA CAP C MTN                  6.190%   2000                 3,000                3,016           3,011           (f)
          FBMS 93-2 CL B1 CMO               7.500%   2033                 6,286                6,434           6,791           (f)
          FIRST DOMINION CBO 1              6.981%   2013                19,000               19,000          16,934      (d)  (f)

<PAGE>

                                                                     Bal Held at
                                                                        12/31/98
                                                                   Principal Amt
                                                                of Bonds & Notes                 Cost        Value at
                                                                              or               (Notes        12/31/98
Issuer Name and Issue Title                                          # of Shares                a & c)        (Note a)

          FULB 97-C1 A-1 MBS                7.150%   2004                 9,399                9,548           9,768           (f)
          FULB 97-C2 CLASS A1               6.479%   2004                 8,918                8,954           9,066           (f)
          FIRST USA DEP NT                  6.375%   2000                 5,000                4,994           5,129           (f)
          FIRSTPLUS 98-A-A NIM              8.500%   2023                 6,310                6,281           5,839           (f)
          GATX CAPITAL CORP                 6.500%   2000                 5,000                5,000           5,082           (f)
          GATX CAP CORP MTN                 6.360%   2002                 5,000                4,946           4,974           (f)
          GMAC 96-C1 COMM MBS               6.790%   2003                 4,331                4,344           4,469           (f)
          GMAC 97-C2 A CMBS                 6.451%   2004                 4,769                4,788           4,908           (f)
          GS-96PROTECT LIFE A1              7.020%   2027                 6,302                6,407           6,673           (f)
          GMAC                              7.750%   1999                20,000               19,998          20,013           (f)
          GREAT WESTERN FINL                6.375%   2000                 3,000                2,996           3,036           (f)
          GREENTREE EQP 96-B                7.700%   2018                 7,424                7,530           7,544           (f)
          GREENPOINT BANK                   6.700%   2002                 9,250                9,283           9,387           (f)
          HELLER FINANCIAL                  6.500%   2000                 8,000                8,001           8,098           (f)
          HELLER FINANCIAL                  6.440%   2002                 5,000                4,983           5,108           (f)
          HOMESIDE LENDING                  6.875%   2002                10,000                9,998          10,421           (f)
          HOUSEHOLD FIN MTN                 7.100%   2002                10,000                9,995          10,426           (f)
          INDOSUEZ CAP B-2 CLO              6.727%   2010                16,500               16,500          16,005      (d)  (f)
          INTL LEASE FINANCE                7.950%   1999                12,000               12,000          12,017           (f)
          IROQUOIS TRUST 97-1A              7.000%   2006                10,000               10,004          10,092      (d)  (f)
          IROQUOIS TRUST 97-2A              6.752%   2007                15,000               14,988          15,143      (d)  (f)
          KEYCORP SENIOR                    7.430%   2000                 4,000                3,998           4,118           (f)
          LBCMT 98-C1 A-1 CMBS              6.330%   2004                 3,778                3,795           3,861           (f)
          LBCMT 98-C4 A1A CMBS              5.870%   2035                 4,978                5,003           5,012           (f)
          LONG ISL SAV BK                   7.000%   2002                 5,000                4,992           5,186           (f)
          MBNA AMER BANK NA                 7.540%   2001                10,000                9,996          10,522            
          MBNA CORP                         6.500%   2000                 5,000                4,999           5,069           (f)
          ML CBO14 98-E&P-1 FL              7.119%   2010                11,000               11,000           9,782      (d)  (f)
          MARGARETTEN FIN'L                 6.750%   2000                15,250               15,310          15,561           (f)
          MERCHANDISE MART LLC              6.747%   1999                15,000               15,000          15,000  (b) (d)  (f)
          ML CLO 98 PILG-3                  7.000%   2010                 7,500                7,448           6,962           (f)
          ML CBO 98 AIG-2 B-1               7.100%   2010                 6,500                6,475           6,050           (f)
          ML CBO 98 SER 1 B1                6.945%   2009                10,500               10,477           9,618           (f)
          MONEYSTORE 97-A                   7.210%   2021                 4,000                4,000           4,101           (f)
          JPMS 96-C2 CL A                   6.470%   2027                 3,452                3,470           3,518           (f)
          JPM 98-C6 A1 CMBS                 6.373%   2030                 3,685                3,701           3,750           (f)
          MS CAP 1996-WFI MBS               7.220%   2028                10,000               10,118          10,587           (f)
          MS CAP 1 1997-XL A-1              6.590%   2030                14,507               14,567          15,027           (f)
          MS CAPI 97-ALIC A1 A              6.300%   2000                 7,241                7,241           7,320           (f)
          MS CAP 98-WF1 CMBS                6.250%   2007                 2,417                2,427           2,471           (f)
          MCF 96-MC2 CLS A1                 6.758%   2004                 9,202                9,260           9,508           (f)
          NORWEST FINANCIAL                 7.250%   2000                 4,500                4,498           4,612            
          ORIX CR ALL 144A MTN              6.640%   2002                16,000               16,000          16,124      (d)  (f)
          PAMCOIII CLO 98-1 B2              6.570%   2010                19,000               19,000          18,620      (d)  (f)
          PENSKE TRUCK LEASING              7.750%   1999                 3,000                3,009           3,027           (f)
          BANK POPULAR N.A.                 6.625%   2002                12,000               11,991          12,583           (f)
          PROVIDENT BANK                    6.125%   2000                 5,000                4,995           5,072            
          PROVIDIAN 97-4-A CRD              6.250%   2007                10,500               10,486          10,814           (f)

<PAGE>

                                                                     Bal Held at
                                                                        12/31/98
                                                                   Principal Amt
                                                                of Bonds & Notes                 Cost        Value at
                                                                              or               (Notes        12/31/98
Issuer Name and Issue Title                                          # of Shares                a & c)        (Note a)

          PROVIDIAN BANK                    6.700%   2003                13,000               12,992          13,097           (f)
          PHMS 1993-39 A8 SUPP              6.500%   2008                10,056                9,711          10,098           (f)
          RFMSI 1998-S23 CL A1              6.000%   2028                14,834               14,939          14,788           (f)
          SASCO 98-C3 CLASS B               5.792%   2001                 4,995                4,961           5,013      (d)  (f)
          SL CMBS 97-C1 CLS A               6.875%   2004                15,203               15,318          15,691      (d)  (f)
          SBMS VII 91-1 B1                  9.700%   2006                   422                  422             421           (f)
          SANWA BUS CREDIT MTN              7.250%   2001                10,000                9,995          10,416  (b) (d)  (f)
          SAXON 98-1 AF3 HEL                6.450%   2024                 2,000                1,999           2,018           (f)
          SAXON 95-1 BA2 ARM                7.668%   2025                 1,490                1,511           1,512           (f)
          SOMERS CBO FLT                    5.975%   2012                11,000               10,928          10,945           (f)
          SASCO96-CL1 AIC                   5.944%   2028                 2,673                2,673           2,670           (f)
          TCW GEM II 144A FLT               6.781%   2012                25,000               23,802           7,500  (b) (d)  (f)
          TRANS OCEAN CRP 144A              6.670%   2007                10,141               10,095          10,442      (d)  (f)
          UCFC 95 CA2 ASSET BK              6.575%   2011                 1,618                1,619           1,620           (f)
          UCFC 97-B CL A-4 ABS              6.940%   2023                 7,000                6,994           7,160           (f)
          UNIFRAX INVESTMENT               10.500%   2003                 5,000                5,030           5,200           (f)
          VAN KAMPEN CLOII LMT              6.940%   2008                 5,000                5,000           4,531      (d)  (f)
          VANDERBILT 98-A A2                6.140%   2006                 3,000                3,000           3,018           (f)
          WAYLAND FUND                      7.790%   2004                 5,000                5,000           5,000  (b) (d)  (f)
          WELLSFORD RESID PROP              7.250%   2000                 5,000                4,989           5,144           (f)
          ICI INVESTMENTS EMTN              6.750%   2002                10,000               10,068          10,126           (f)
                                                                  --------------      ---------------     -----------

     Total Finance                                                      875,165              874,297         858,306
                                                                  --------------      ---------------     -----------

     Industrial
          AAF MCQUAY                        8.875%   2003                10,000               10,113           9,738           (f)
          AGCO CORP                         8.500%   2006                 5,000                4,969           4,800           (f)
          AK STEEL CORP                     9.125%   2006                 3,000                3,058           3,135           (f)
          ADVANCED LIGHTING                 8.000%   2008                 2,000                2,016           1,910  (b) (d)  (f)
          AMER AIRLINES LESSEE              6.400%   2008                 2,538                2,538           2,538  (b) (d)  (f)
          AMER AIRLINES LESSEE              6.400%   2008                 2,338                2,338           2,338  (b) (d)  (f)
          AMER AIRLINES LESSEE              6.400%   2008                 2,445                2,445           2,445  (b) (d)  (f)
          AMER AIRLINES LESSEE              6.400%   2008                 2,650                2,650           2,650  (b) (d)  (f)
          AMER AIRLINES LESSEE              6.400%   2008                   821                  821             821  (b) (d)  (f)
          AMER AIRLINES LESSEE              6.400%   2008                   820                  820             820  (b) (d)  (f)
          AMERICAN STANDARD                10.875%   1999                 1,000                1,010           1,024           (f)
          AMERISERVE FOOD SER              10.125%   2007                 4,000                4,109           3,640           (f)
          ANTENNA TV SA                     9.000%   2007                 5,000                4,911           4,400           (f)
          APPLIED MATERIALS                 6.650%   2000                 5,000                5,000           5,073           (f)
          ARGO-TECH CORP                    8.625%   2007                 2,000                2,000           1,905           (f)
          ARMCO STEEL 144A                  8.875%   2008                 2,000                1,984           2,020           (f)
          AVIATION SALES                    8.125%   2008                 2,000                1,995           1,985           (f)
          BECKMAN INSTRUMENTS               7.100%   2003                 5,000                5,000           5,179           (f)
          A.H. BELO                         6.875%   2002                17,885               18,266          18,671           (f)
          BLACK & DECKER                    7.500%   2003                10,000               10,299          10,652           (f)
          BOYD GAMING CORP                  9.250%   2003                 5,000                4,985           5,162           (f)
          BROWN GROUP                       8.600%   1999                 5,000                5,000           5,012            
          BURLINGTON NORTHERN               6.375%   2005                 5,000                4,998           5,255            

<PAGE>

                                                                     Bal Held at
                                                                        12/31/98
                                                                   Principal Amt
                                                                of Bonds & Notes                 Cost        Value at
                                                                              or               (Notes        12/31/98
Issuer Name and Issue Title                                          # of Shares                a & c)        (Note a)

          CSX CORP                          7.050%   2002                10,000                9,995          10,390           (f)
          REYNOLDS METALS CAN               6.625%   2002                15,600               15,696          16,085           (f)
          CAPSTAR HOTEL                     8.750%   2007                 3,000                2,996           2,936           (f)
          CHIQUITA BRANDS INTL             10.250%   2006                 3,000                2,985           3,131           (f)
          CHRYSLER FINANCE                  7.590%   2000                 5,000                5,000           5,135           (f)
          CINCINNATI MILACRON               7.875%   2000                 5,000                5,038           5,110           (f)
          CINEMARK USA INC                  8.500%   2008                 2,000                1,996           1,990           (f)
          COLTEC INDUSTRIES                 7.500%   2008                 2,000                1,997           2,117           (f)
          COMCAST CABLE                     8.125%   2004                10,000                9,993          11,093           (f)
          CONTAINER CORP AMER               9.750%   2003                 4,000                3,982           4,045           (f)
          CONT'L CABLEVISION                8.300%   2006                 4,000                3,990           4,502      (d)   
          COX COMMUNICATIONS                6.375%   2000                25,000               24,959          25,357           (f)
          CROWN CORK & SEAL                 6.750%   2003                14,950               15,004          15,036           (f)
          DAYTON HUDSON                     6.400%   2003                10,000                9,980          10,330           (f)
          DAYTON HUDSON CO                  6.800%   2001                 5,000                5,000           5,173           (f)
          DOMAN INDUSTRIES LTD              9.250%   2007                 3,000                3,014           2,220           (f)
          DOMINO`S 144A                    10.375%   2009                 2,000                2,015           1,990      (d)  (f)
          BERGEN BRUNSWIG(DUR)              7.000%   2006                20,000               20,032          20,325           (f)
          ERAC USA 144A                     6.950%   2004                 9,000                9,112           9,217      (d)  (f)
          ENTERPRIS RENT-A-CAR              8.750%   1999                 5,000                4,999           5,147      (d)   
          EXTENDICARE HLTH SER              9.350%   2007                 1,000                1,000             920           (f)
          EYE CARE CENTERS                  8.958%   2008                 2,000                2,000           1,885      (d)  (f)
          FEDDERS N. AMERICA                9.375%   2007                 3,000                3,016           3,023           (f)
          FEDERAL-MOGUL                     8.800%   2007                 4,000                3,989           4,270           (f)
          FORD MOTOR CREDIT                 6.375%   2000                10,000               10,050          10,173            
          FORD MOTOR CR MTN                 7.060%   2001                 5,000                4,990           5,190           (f)
          FURON COMPANY                     8.125%   2008                 2,000                2,000           1,980           (f)
          GATC                              6.320%   2000                10,000                9,993          10,159           (f)
          GE CAPITAL CORP                   8.125%   1999                12,000               12,000          12,025           (f)
          GENESIS HEALTHCARE                9.250%   2006                 5,000                5,000           4,844           (f)
          GIANT INDUSTRIES                  9.000%   2007                 5,000                5,000           4,900           (f)
          GRAHAM PACKAGING FLT              9.375%   2008                 1,500                1,500           1,470           (f)
          HAYES WHEELS INT'L                9.125%   2007                 3,000                3,006           3,120           (f)
          HAYES WHEELS INT`L                9.125%   2007                 1,000                1,000           1,040           (f)
          HERITAGE MEDIA                    8.750%   2006                 4,500                4,567           4,849           (f)
          HOWMET INC*                      10.000%   2003                 3,000                3,156           3,296           (f)
          ITT CORP                          6.250%   2000                 5,000                4,930           4,954           (f)
          ISPMEX 144A LIQUID               10.125%   2003                 4,605                4,605           4,104      (d)  (f)
          INTEGON CORP                      9.500%   2001                 2,000                1,987           2,207            
          INT`L SHIPHOLDING                 7.750%   2007                 2,000                1,990           1,868           (f)
          INTERPOOL INC                     6.625%   2003                12,500               12,486          12,421           (f)
          K-III COMM PUT/96                 8.500%   2006                 5,000                4,983           5,150           (f)
          KAUFMAN & BROAD HOME              7.750%   2004                 3,000                2,979           2,955           (f)
          KROGER CO                         8.150%   2006                 4,000                4,004           4,471           (f)
          LTV CORPORATION                   8.200%   2007                 5,000                4,972           4,731           (f)
          LAMAR ADVERTISING                 8.625%   2007                 5,000                5,007           5,181           (f)
          LGETT&PLATT MTN SERD              7.185%   2002                10,000                9,964          10,476      (d)  (f)
          LIFE STYLE FURN                  10.875%   2006                 3,000                3,025           3,300           (f)

<PAGE>

                                                                     Bal Held at
                                                                        12/31/98
                                                                   Principal Amt
                                                                of Bonds & Notes                 Cost        Value at
                                                                              or               (Notes        12/31/98
Issuer Name and Issue Title                                          # of Shares                a & c)        (Note a)

          MJD COMMUNICATIONS                9.159%   2008                 3,000                3,000           2,910           (f)
          MARK IV                           7.500%   2007                 3,000                2,986           2,898           (f)
          MAXXIM MEDICAL                   10.500%   2006                 4,000                4,029           4,310           (f)
          MEDIAONE GROUP INC                6.850%   2002                15,500               15,495          15,982           (f)
          FRED MEYERS INC                   7.150%   2003                 5,000                4,992           5,216           (f)
          MULTICARE CO                      9.000%   2007                 4,000                4,013           3,800           (f)
          MURRIN-MURRIN 144A                8.813%   2005                 1,600                1,600           1,408      (d)  (f)
          MURRIN-MURRIN 144A                8.813%   2005                 2,400                2,400           2,112      (d)  (f)
          NEWS AMER HLDGS                   7.500%   2000                10,000                9,986          10,279           (f)
          NORFOLK SOUTHERN                  6.950%   2002                15,000               15,162          15,655           (f)
          NORTEK INC                        9.125%   2007                 2,500                2,522           2,575           (f)
          OFFSHORE LOGISTICS                7.875%   2008                 2,000                2,005           1,910           (f)
          OUTDOOR SYSTEMS INC               9.375%   2006                 5,000                5,000           5,419           (f)
          PARACELSUS HEALTH                10.000%   2006                 5,000                5,051           4,600           (f)
          PARAMOUNT COMMUN                  5.875%   2000                 5,350                5,290           5,371           (f)
          PARK-OHIO INDUSTRIES              9.250%   2007                 1,000                1,004           1,022           (f)
          PENNEY J.C. & CO                  7.250%   2002                10,000                9,997          10,490           (f)
          PHARMERICA INC                    8.375%   2008                 2,000                2,017           1,800           (f)
          PILLOWTEX CORP                    9.000%   2007                 4,000                4,057           4,160           (f)
          PRINTPACK INC                     9.875%   2004                 2,500                2,500           2,562           (f)
          QUAKER OATS                       6.940%   2003                 1,500                1,503           1,578           (f)
          QUAKER OATS                       6.470%   2000                10,000               10,015          10,159           (f)
          REPAP WISCONSIN                   9.250%   2002                15,000               15,425          15,656           (f)
          RITE AID CORP                     6.700%   2001                 5,000                4,999           5,151           (f)
          ROLLINS TRUCK                     6.875%   2001                 5,000                4,999           5,124           (f)
          RYDER SYSTEM                      7.910%   2000                 5,000                5,013           5,117           (f)
          RYERSON TULL                      8.500%   2001                 5,000                5,000           5,212           (f)
          S C INTERNATIONAL                 9.250%   2007                 5,000                5,023           5,025           (f)
          SCOTSMAN GROUP INC                8.625%   2007                 3,500                3,491           3,587           (f)
          SEA CONTAINERS LTD                7.875%   2008                 2,000                2,000           1,925           (f)
          SHOP VAC CORP                    10.625%   2003                 2,000                2,000           2,183           (f)
          SHOWBOAT INC                      9.250%   2008                 4,000                3,803           4,160            
          SMITHFIELD FOODS INC              7.625%   2008                 2,000                1,993           1,932           (f)
          STENA AB                         10.500%   2005                 3,000                3,000           3,053            
          SUNAMERICA                        9.000%   1999                20,000               20,000          20,016            
          SUPERVALU INC                     7.250%   1999                 8,000                7,991           8,072           (f)
          SUPERVALU INC                     6.500%   2000                 5,000                4,998           5,110           (f)
          TEEKAY SHIPPING CORP              8.320%   2008                 3,000                3,028           2,989           (f)
          TELEWEST PLC                      9.625%   2006                 2,000                2,000           2,075            
          TENET HEALTHCARE CO               8.625%   2003                 7,000                6,984           7,332           (f)
          TITAN WHEEL INT`L IN              8.750%   2007                 4,100                4,082           4,018           (f)
          TRICO MARINE SERVICE              8.500%   2005                 3,000                2,986           2,580           (f)
          TYSON FOODS                       6.410%   2000                10,000               10,004          10,214           (f)
          US INDUSTRIES 144A                7.125%   2003                 6,000                5,982           5,912      (d)  (f)
          UNION TANK CAR                    6.500%   2008                 6,207                6,198           6,363           (f)
          UNITED AIR 1991A-1                9.200%   2008                 4,281                4,043           5,068            
          US HOME CORP                      7.750%   2005                 1,500                1,497           1,432           (f)
          UNITED STATIONERS                 8.375%   2008                 1,000                1,000           1,004           (f)

<PAGE>

                                                                     Bal Held at
                                                                        12/31/98
                                                                   Principal Amt
                                                                of Bonds & Notes                 Cost        Value at
                                                                              or               (Notes        12/31/98
Issuer Name and Issue Title                                          # of Shares                a & c)        (Note a)

          VIACOM INC                        6.750%   2003                 5,000                4,997           5,161            
          WALBRO CORP                      10.125%   2007                 3,000                3,037           2,940           (f)
          WHITMAN CORP                      6.250%   2000                 5,000                4,976           5,074           (f)
          AMER AIRLINES LESSE               6.400%   2008                 1,248                1,248           1,248  (b) (d)  (f)
          AMER AIRLINES LESSE               6.400%   2008                 1,248                1,248           1,248  (b) (d)  (f)
          AMER AIRLINES LESSE               6.400%   2008                 1,248                1,248           1,248  (b) (d)  (f)
          AMER AIRLINES LESSE               6.400%   2008                   853                  853             853  (b) (d)  (f)
          AMER AIRLINES LESSE               6.400%   2008                   855                  855             855  (b) (d)  (f)
          AMER AIRLINES LESSE               6.400%   2008                   924                  924             924  (b) (d)  (f)
          AMER AIRLINES LESSE               6.400%   2008                   923                  923             923  (b) (d)  (f)
          AMER AIRLINES LESSE               6.400%   2008                   925                  925             925  (b) (d)  (f)
          WORLD COLOR PRESS                 8.375%   2008                 3,000                3,000           3,015  (b) (d)  (f)
          WYMAM GORDON CO                   8.000%   2007                 1,000                  994           1,013           (f)
          ASTRON CBO LTD FLT                6.392%   2010                17,500               17,500          15,794      (d)  (f)
                                                                  --------------      ---------------     -----------

     Total Industrial                                                   685,814              687,198         695,211
                                                                  --------------      ---------------     -----------

     Total Other Bonds and Notes                                      2,730,591            2,729,241       2,743,492
                                                                  --------------      ---------------     -----------

     TOTAL BONDS AND NOTES                                            2,730,956            2,729,604       2,743,865
                                                                  --------------      ---------------     -----------



     PREFERRED STOCK

     Public Utility
          ALLTEL 7.75 $100 PAR              7.750%   2005                    18                1,845           1,851      (d)   
          AMERICAN WTRWRKS $25              8.500%   2000                   800               20,000          21,032  (b) (d)   
          AMERITECH NZ A $100               7.040%   2001                    40                4,112           4,170      (d)  (f)
          APPALACHIAN PWR $100              6.850%   2004                    30                3,003           3,315            
          APPALACHIAN PWR $100              5.900%   2008                    10                  997           1,151           (f)
          APPALACHIAN PWR $100              5.920%   2008                    11                1,090           1,268            
          ATLANTIC CITY EL 100              7.800%   2006                    90                8,990          10,024            
          BELL ATLANTIC NZ144A              7.080%   2001                    25                2,612           2,689      (d)  (f)
          BELL ATL NZ$100 144A              5.800%   2004                   100               10,000          11,025      (d)   
          BOSTON EDISON $100                8.000%   2001                    90                9,000           9,872            
          CENTRAL ILL LT $100               5.850%   2008                    65                6,508           7,280            
          COMMONWEALTH EDISON               8.850%   2003                    49                4,919           4,924  (b) (d)   
          COMMWLTH ED $100 PVT              8.200%   2002                    42                4,133           4,246      (d)   
          CON EDISON $100 SR J              6.125%   2002                   150               15,029          15,947            
          DUKE ENERGY $100 V                6.400%   2002                    30                3,000           3,262            
          DUKE ENRGY $100 SR U              6.300%   2001                    30                3,000           3,201            
          DUKE ENRGY $100 SR T              6.200%   2000                    30                3,000           3,139            
          DUKE ENRGY 1992D $25              6.200%   2001                   200                5,003           5,212            
          DUKE ENRGY 1992C $25              6.100%   2000                   250                6,256           6,375            
          DUKE ENRGY 1992B $25              5.950%   1999                    15                  375             383           (f)
          EASTERN EDISON $100               6.625%   2008                   210               20,925          22,273            
          ENTERGY ARKANSAS $25              9.920%   2002                    26                  661             682            

<PAGE>

                                                                     Bal Held at
                                                                        12/31/98
                                                                   Principal Amt
                                                                of Bonds & Notes                 Cost        Value at
                                                                              or               (Notes        12/31/98
Issuer Name and Issue Title                                          # of Shares                a & c)        (Note a)

          ENTERGY LA INC PFD                8.000%   2001                    70                7,000           7,254            
          ENTERGY LA   $100                 7.000%   1999                    80                8,000           8,135            
          GREEN MTN PWR CL-D/3              8.625%   2000                    28                2,800           2,827  (b) (d)   
          HAWAII ELEC $100                  8.500%   2005                    50                5,107           5,178  (b) (d)   
          MAUI ELEC $100                    8.500%   2005                    50                5,087           5,178  (b) (d)   
          INDIANA MICH POWER                6.300%   2009                    52                5,222           5,770            
          IND MICH POWER $100               6.250%   2009                    20                2,005           2,198           (f)
          INDIANA MICHIGAN PWR              5.900%   2009                    33                3,126           3,516            
          JERSEY CENTRAL P&L                8.650%   2005                   110               11,250          11,827            
          KEYSPAN ENERGY PFD                7.950%   2000                   274                6,866           7,319            
          LOUISVILLE G&E PFD                5.875%   2008                    12                1,197           1,286           (f)
          MAINE YANKEE $100                 7.480%   2001                    23                2,286           2,315            
          MIDAMERICAN ENERGY                7.800%   2006                    73                7,559           8,338            
          MN P & L  144A $100               7.125%   2002                    50                4,983           5,126  (b) (d)   
          MN P&L 144A  6.70                 6.700%   2002                   100               10,000          10,387  (b) (d)   
          NO IND PUB SERV $100              8.850%   2003                    26                2,630           2,644  (b) (d)   
          NO IND PUB SERV $100              6.500%   2002                   115               11,857          12,214           (f)
          NORTHWEST NAT GA 100              6.950%   2002                   170               17,088          18,902            
          OHIO POWER CO $100                5.900%   2009                    36                3,536           3,960            
          OHI PWR CO $100                   6.020%   2008                    10                  991           1,109            
          OHIO PWR CO $100                  6.350%   2008                     5                  506             565            
          OTTER TAIL PWR $100               6.300%   2007                   180               18,000          19,766            
          PECO ENERGY                       6.120%   2003                   160               16,003          16,501            
          PACIFIC GAS & ELEC                6.300%   2009                   120                2,963           3,275           (f)
          PACIFIC GAS & ELEC                6.570%   2007                   718               18,036          19,372            
          PACIFICORP $100 PAR               7.700%   2001                   150               15,000          16,341            
          POTOMAC ELEC PWR $50              6.800%   2007                   161                7,955           8,824            
          PRAXAIR INC                       7.480%   2000                    70                7,037           7,319            
          PUBLIC SER ELEC & GA              5.970%   2008                     6                  612             540           (f)
          ROCHESTER G&E $100                6.600%   2009                    53                5,184           5,726            
          ROCHESTER G & E $100              7.650%   1999                    20                2,000           2,041            
          SAN DIEGO G&E $25                 1.762%   2008                    59                1,580           1,796           (f)
          SO CA EDISON $100                 6.050%   2008                    45                4,501           4,829           (f)
          SO CA EDISON $100                 6.450%   2002                   202               20,344          21,679            
          SO INDIANA G&E 100                6.500%   2002                    75                7,500           7,805  (b) (d)   
          TEXAS UTILITIES                   6.375%   2008                    54                5,426           5,737            
          TEXAS UTIL $100 PAR               6.980%   2008                    50                5,000           5,460            
          UBS PRIVATE SER H                 5.040%   2002                    15               15,000          15,300  (b) (d)  (f)
          VIRGINIA ELEC & PWR               5.580%   2000                    18                1,758           1,790           (f)
          VIRGINIA ELEC & PWR               6.350%   2000                   201               20,144          21,013            
          WASHINGTON WTR POWER              6.950%   2007                    57                5,764           6,724            
                                                                  --------------      ---------------     -----------

     Total Public Utility                                                 6,112              433,361         461,207
                                                                  --------------      ---------------     -----------

     Finance
          ABN AMRO NA FRAP                 5.94%                             15               15,000          15,525      (d)  (f)
          CHASE MANHAT FRAP                4.96%                            110                5,500           5,569           (f)
          COMERICA FRAP                    6.84%                            150                7,796           7,837           (f)

<PAGE>

                                                                     Bal Held at
                                                                        12/31/98
                                                                   Principal Amt
                                                                of Bonds & Notes                 Cost        Value at
                                                                              or               (Notes        12/31/98
Issuer Name and Issue Title                                          # of Shares                a & c)        (Note a)

          EURO AMER BANK FRAP              5.84%                             10               10,000          10,462           (f)
          FLEET FIN 6.59% FRAP             6.59%                            130                6,662           6,939           (f)
          MORGAN STANLEY GROUP             5.91%                            100                5,000           5,138           (f)
          PNC BK FRAP SERF                 6.05%                            440               22,160          22,495           (f)
          WELLS FRGO FRAP SERH             6.59%                            432               22,108          23,193           (f)
                                                                  --------------      ---------------     -----------

     Total Finance                                                        1,387               94,226          97,158
                                                                  --------------      ---------------     -----------

     Industrial
          NORTHBROOK HLDG 1000              6.600%   2001                    10               10,000          10,362  (b) (d)  (f)
          WHIRLPOOL FIN $100 B              6.550%   2008                   180               18,103          19,102      (d)   
          WHIRLPL FINL PFD144A              6.090%    2002                   37                3,688           3,839  (b) (d)  (f)
                                                                  --------------      ---------------     -----------

     Total Industrial                                                       227               31,791          33,303
                                                                  --------------      ---------------     -----------

     TOTAL PREFERRED STOCK                                                7,726              559,378         591,669
                                                                  --------------      ---------------     -----------



TOTAL Investments in Securities of Unaffiliated Issuers                                    3,288,982       3,335,534
TOTAL Reserve for Possible Losses on Corporate Issues                                              0               0
                                                                                      ---------------     -----------

                                                                                           3,288,982       3,335,534
                                                                                      ===============     ===========





NOTES:

a) See Notes 1 and 3 to the financial statements regarding determination of cost and fair values.
b) In the absence of market quotations, securities are valued by IDS Certificate Company at fair value.
c) Aggregate cost of investment in securities of unaffiliated issuers for federal income tax
    purposes was $3,288,060.
d) Securities acquired in private negotiation which may require registration under federal securities
    law 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.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

IDS CERTIFICATE COMPANY                                                                                                 SCHEDULE II

Investments in and Advances to Affiliates and Income Thereon

December 31, 1998, 1997 and 1996
($ in thousands)



                                                                           Balance December 31, 1998
                                                                -------------------------------------------------
                                                                                                                        Interest
                                                                                                                       Dividends
                                                                     Principal                        Carrying         Credited
                                                                     Amount or            Cost         Value           to Income
Name of Issuer and Title of Issue                                  No. of Shares        (a)&(c)         (b)               (d)
                                                                --------------------   -----------  -------------   ----------------
<S>                                                                             <C>        <C>              <C>                 <C> 
Wholly Owned Subsidiary (b):
Real Estate Investment Company:
  Investors Syndicate Development Corporation:
      Capital Stock..........................................................   100        $2,998           $418                 $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           $418                 $0
                                                                                       ===========  =============   ================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

IDS CERTIFICATE COMPANY                                                                                                 SCHEDULE II

Investments in and Advances to Affiliates and Income Thereon

December 31, 1998, 1997 and 1996
($ 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)
                                                                --------------------   -----------  -------------   ----------------
<S>                                                                             <C>       <C>             <C>                 <C>  
Wholly Owned Subsidiary (b):
Real Estate Investment Company:
  Investors Syndicate Development Corporation:
      Capital Stock..........................................................   100        $2,998         $6,772              $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         $6,772              $0
                                                                                       ===========  =============   =============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

IDS CERTIFICATE COMPANY                                                                                                 SCHEDULE II

Investments in and Advances to Affiliates and Income Thereon

December 31, 1998, 1997 and 1996
($ in thousands)



                                                                           Balance December 31, 1996
                                                                -------------------------------------------------
                                                                                                                        Interest
                                                                                                                       Dividends
                                                                     Principal                        Carrying         Credited
                                                                     Amount or            Cost         Value           to Income
Name of Issuer and Title of Issue                                  No. of Shares        (a)&(c)         (b)               (d)
                                                                --------------------   -----------  -------------   ----------------
<S>                                                                             <C>       <C>             <C>                 <C> 
Wholly Owned Subsidiary (b):
Real Estate Investment Company:
  Investors Syndicate Development Corporation:
      Capital Stock..........................................................   100        $2,998         $6,444              $0
                                                                ====================

Other Controlled Company:
Real Estate Development Company:
  Mankato Ventures, First Mortgage Loan....................                      $0             0              0              36
                                                                ====================


Other Affiliates (as defined in Sec. 2(a)(3) of the
Investment Company Act of 1940)...............................                   $0             0              0               0
                                                                ====================   -----------  -------------   -------------

    Total affiliates...........................................................            $2,998         $6,444             $36
                                                                                       ===========  =============   =============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

IDS CERTIFICATE COMPANY                                                                                                 SCHEDULE II

Investments in and Advances to Affiliates and Income Thereon

December 31, 1998, 1997 and 1996
($ in thousands)



NOTES:

  (a)   The aggregate cost for federal income tax purposes at December 31, 1998, 1997 and 1996 was $438,
        $6,776  and $5,159 respectively,  subject to possible adjustment in certain circumstances under
        consolidated income tax return regulations.

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

  (c)   Changes in investment in affiliate during the three years ended December 31, 1998 are summarized
        below:
        <S>                         <C>             <C>       <C>       <C>        <C>                   
                                    Cost at         Additions (Deductions)         Cost at
        Name of Issuer and          Dec. 31,                                       Dec. 31,
        Title of Issue               1995           1996      1997      1998         1998
        --------------------      -----------      -------   -------   -------   -----------
          Mankato Ventures,
          First Mortgage
            Loan                     $462           (462)       0         0            $0

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

<PAGE>

<TABLE>
<CAPTION>

             IDS CERTIFICATE COMPANY                                                                                SCHEDULE III

   Mortgage Loans on Real Estate and Interest
               Earned on Mortgages

          Year Ended December 31, 1998
                ($ in thousands)


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

                                                                                                 Amount of principal
                                                                                                 unpaid at end of period
                                                                                                 ----------------------

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

First mortgages:
  Insured by Federal Housing Administration -
    liens on:
      Residential - under $100                                             0                 $0            $0       $0        $0
      Apartment and business - under $100                                  0                  0             0        0         0
                                                                        -----        ----------- ------------- --------  --------

                  Total                                                    0                  0             0        0         0
                                                                        -----        ----------- ------------- --------  --------
  Partially guaranteed under Serviceman's
    Readjustment Act of 1944, as amended -
      liens on:
        Residential - under $100                                           0                  0             0        0         0
        Apartment and business - under $100                                0                  0             0        0         0
                                                                        -----        ----------- ------------- --------  --------

                  Total                                                    0                  0             0        0         0
                                                                        -----        ----------- ------------- --------  --------
  Other - liens on:
    Residential                                                            0                  0             0        0         0
                                                                        -----        ----------- ------------- --------  --------
    Apartment and business:
      Under $100                                                           1                 83            83        0         0
      $100 to $150                                                         1                139           139        0         0
      $150 to $200                                                         2                383           383        0         0
      $200 to $250                                                         1                240           240        0         0
      $250 to $300                                                         1                 35           296        0         0
      $300 to $350                                                         1                341           341        0         0
      $350 to $400                                                         0                  0             0        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                529           529        0         0
  20-00002  CCH-Space Center                      Houston, TX              1              1,916         1,916        0         0
  21-47106  1225 No. County Road 18 LTD           Plymouth, MN             1              1,573         1,573        0         0
  21-47110  Lloyd Engelsma                        Brooklyn Park, MN        1              1,998         1,998        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
                                                                                                 ----------------------

                                                                                                                Subject      Amount
                                                                                      Carrying                       to          of
                                                                        Number Prior  amount of               delinquent  mortgages
                                                                           of  liens  mortgages (c),            interest      being
                     Description (a)                                    loans    (b) (g),(h) and (i)    Total       (d)   forclosed
- --------------------------------------------------                      ----- ------ ----------- ------------- --------  --------
  <S>                                             <C>                      <C>            <C>           <C>          <C>       <C>
  21-47128  Century Income Properties Fund        Brookfield, WI           1              1,659         1,659        0         0
  21-47139  Treasure's Island Inc.                Eagan, MN                1              1,446         1,446        0         0
  21-47140  Harbour Run LTD                       Mentor-On-The-Lake, OH   1              4,056         4,056        0         0
  21-47141  John E. Smith                         Lafayette, IN            1              3,092         3,092        0         0
  21-47142  34th Street Properties Partnership    Gainsville, FL           1              9,842         9,842        0         0
  21-47147  Columbus Real Estate Co.              Hilliard, OH             1              7,426         7,426        0         0
  21-47150  Bircain Apartment Company LP          Gladstone, MO            1              2,368         2,368        0         0
  21-47152  Richard D. Fownes Trustee             Boston, MA               1              3,198         3,198        0         0
  21-47154  Kenneth Grandberg Trustee             Randolp, MA              1              3,044         3,044        0         0
  21-47157  John A. Belanich                      Tampa, FL                1              3,514         3,514        0         0
  21-47160  James Esshaki DBA                     Taylor, MI               1              5,831         5,831        0         0
  21-47164  K & M Hamilton Development Co.        Halmilton, OH            1              5,605         5,605        0         0
  21-47165  Bowling Freen Partnership             Sussex, WI               1              2,570         2,570        0         0
  21-47167  Wilder Corp of Delaware               Ruskin, FL               1              5,239         5,239        0         0
  21-47168  Wilder Corp of Delaware               Riverview, FL            1              2,892         2,892        0         0
  21-47172  Dial Reit Inc.                        Fremont, NE              1              2,858         2,858        0         0
  21-47173  Cinram Associates                     Fairfield, NJ            1              3,935         3,935        0         0
  21-47181  Westlake #1 Limited Partnership       Charlotte, NC            1              2,152         2,152        0         0
  21-47184  Mcnab Commerce Center Association     Pompano Beach, FL        1              2,094         2,094        0         0
  21-47186  Mack Edison Company                   Edison, NJ               1              6,264         6,264        0         0
  21-47187  Industrial Development Association    Mebane, NC               1              2,962         2,962        0         0
  21-47190  Dial Reit Inc.                        Davenport, IA            1              3,928         3,928        0         0
  21-47191  SSC Associates Ltd Ptnshp             St. Clair Shores, MI     1              5,915         5,915        0         0
  21-47195  Tipotex Inc.                          Pharr, TX                1              1,750         1,750        0         0
  21-47196  Wilder Corporation                    Pharr, TX                1              3,794         3,794        0         0
  21-47197  Wilder Corporation                    Alamo, TX                1                897           897        0         0
  21-47198  Investors Real Estate Trust           Grand Forks, ND          1              3,898         3,898        0         0
  21-47199  Warren and Kelso Company              Cheltenham Twsp, PA      1              2,749         2,749        0         0
  21-47204  Fort Walton                           Mary Esther, FL          1              2,968         2,968        0         0
  21-47205  Kavanagh                              Tucson, AZ               1              3,692         3,692        0         0
  21-47206  Hicker                                Albuquerque, NM          1              5,490         5,490        0         0
  21-47207  Newport VII                           Albuquerque, NM          1              2,455         2,455        0         0
  21-47208  Newport VI                            Albuquerque, NM          1                963           963        0         0
  21-47209  Fountain Lake                         Brandeton, FL            1              4,688         4,688        0         0
  21-47210  Orion                                 West Haven, CT           1              4,337         4,337        0         0
  21-47211  Plaza 7000                            Greenwood Village, CO    1              2,437         2,437        0         0
  21-47212  Howard Lake-Maple Plain               Howard Lake, MN          1              1,353         1,353        0         0
  21-47213  Crec-Plymouth                         Plymouth, MN             1                967           967        0         0
  21-47214  West Health Inc.                      Plymouth, MN             1             10,636        10,636        0         0
  21-47215  Invespro                              Urbandale, IA            1              3,436         3,436        0         0
  21-47216  Invespro                              Urbandale, IA            1              2,705         2,705        0         0
  21-47217  Airport                               Tempe, AZ                1              7,032         7,032        0         0
  21-47218  D&R Northpoin                         Sterling, VA             1              1,943         1,943        0         0
  21-47219  NewPort IX                            Albuquerque, NM          1              2,648         2,648        0         0

<PAGE>
                                                                        Part 1 -    Mortgage loans on real estate at end of period
                                                                        -----        --------------------------------------------
                                                                                                Amount of principal
                                                                                                 unpaid at end of period
                                                                                                 ----------------------

                                                                                                                Subject       Amount
                                                                                      Carrying                       to           of
                                                                        Number Prior  amount of               delinquent   mortgages
                                                                          of   liens  mortgages (c),            interest       being
                     Description (a)                                    loans    (b)  (g),(h) and (i)    Total      (d)    forclosed
- --------------------------------------------------                      ----- ------ ---------------- ---------- --------   --------

  21-47221  300 First LLC                         Minneapolis, MN          1              2,873         2,873        0         0
  21-47222  Transwestern                          Houston, TX              1              2,078         2,078        0         0
  21-47223  Westwood Plaza                        Houston, TX              1              3,801         3,801        0         0
  21-47224  Custer Office                         Plano, TX                1              1,962         1,962        0         0
  21-47225  Valley Mining                         Eagan, MN                1              2,905         2,905        0         0
  21-47226  Jake's LP                             Austin, TX               1              2,772         2,772        0         0
  21-47227  PW Holdings                           Falls Township, PA       1              4,654         4,654        0         0
  21-47228  Lafayette Square                      Bridgeport, CT           1              4,464         4,464        0         0
  21-47230  Wilcrest Gree                         Houston, TX              1              2,179         2,179        0         0
  21-47231  Midtown Mall                          Hastings, MN             1              2,090         2,090        0         0
  21-47232  DHIR Group LLC                        Milwaukee, WI            1              4,969         4,969        0         0
  21-47233  Capital Plaza                         Jefferson City, MO       1              2,187         2,187        0         0
  21-47234  Southwest Medical                     Littleton, CO            1              3,284         3,284        0         0
  21-47235  2507 & 2473 Assc                      Southport, CT            1              2,547         2,547        0         0
  21-47237  Abmar Valley                          Roanoke, VA              1              1,876         1,876        0         0
  21-47238  Cicero Place                          Cicero, IN               1              3,458         3,458        0         0
  21-47240  Crystal Plaza                         Baltimore, MD            1              3,995         3,995        0         0
  21-47241  Pal, Inc                              Sioux Falls, SD          1              1,288         1,288        0         0
  21-47242  Northpoint AT                         San Antonio, TX          1              1,730         1,730        0         0
  21-47243  Pam-Joy Realty                        Chesapeake. VA           1              3,060         3,060        0         0
  21-47245  Tide Mill                             Southport, CT            1              2,497         2,497        0         0
  21-47246  JLC, IX PF LTD                        Dallas, TX               1              1,036         1,036        0         0
  21-47247  Airport Land                          Tempe, AZ                1              4,961         4,961        0         0
  21-47248  HMJ                                   Moorehead, MN            1              6,088         6,088        0         0
  21-47249  MIDEB                                 Ventura, CA              1              5,389         5,389        0         0
  21-47250  Thomas Ribis                          Alexandria, VA           1              2,789         2,789        0         0
  21-47251  Arcadia Villa                         Phoenix, AZ              1              2,850         2,850        0         0
  21-47252  Broken Arrow                          Broken Arrow, OK         1              3,400         3,400        0         0
  21-47253  Palo Verde Plaxa                      Phoenix, AZ              1              1,700         1,700        0         0
  21-47254  Village S.                            Tulsa, OK                1              3,550         3,550        0         0
  21-47255  Gaughan                               Forest Lake/Stillwater,  1              6,239         6,239        0         0
  21-47256  Fremont Apts                          Rapid City, SD           1              1,242         1,242        0         0
  21-47257  Corpus Assets                         Corpus Christi, TX       1              7,241         7,241        0         0
  21-47259  Alza Plaza                            Santa Clarita, CA        1              1,960         1,960        0         0
  21-47260  Eisenhower 3                          Ann Arbor, MI            1              3,094         3,094        0         0
  21-47261  KKMP Properties                       Bloomington, MN          1              1,195         1,195        0         0
  21-47262  312 Third Street                      Fargo, ND                1              5,885         5,885        0         0
  21-47263  G.O.L.D                               Columbus, OH             1              2,229         2,229        0         0
  21-47264  Esnet Properties                      Orem, UT                 1              1,997         1,997        0         0
  21-47265  Eaglecreek A                          Lakewood, CO             1              2,300         2,300        0         0
  21-47266  Independence                          Clarkston, MI            1              4,475         4,475        0         0
  21-47267  Blairhill LLC                         Charlotte, NC            1              1,497         1,497        0         0
  21-47268  Lemans Limited                        Seebring, FL             1              5,700         5,700        0         0
  21-47269  Hampton Inn                           Spokane, WA              1              4,800         4,800        0         0
  21-47270  Brookhollow-2                         Houston, TX              1              2,850         2,850        0         0
  21-47271  Wilsonville                           Wilsonville, OR          1              2,000         2,000        0         0
  21-47273  Sears Bldg                            Rapid City, SD           1              1,000         1,000        0         0
  21-47274  Edison                                Towson, MD               1              1,200         1,200        0         0
  21-47275  Colorado & SA                         Colorado Springs, CO     1              1,065         1,065        0         0
  21-47277  Alvernon Place                        Tucson, AZ               1              2,290         2,290        0         0
  21-47278  Financial PAC                         Kennewick, WA            1              6,800         6,800        0         0
  21-47279  Daniel G                              Chetek, WI               1              2,100         2,100        0         0
  21-47282  Cary Bldg LP                          Springfield, VA          1              2,250         2,250        0         0
 0-3027654  DFB Associates                        Costa Mesa, CA           1                824           824        0         0
                                                                        -----        ----------- ------------- --------  --------

                                                                         109            334,630       334,891        0         0
                                                                        -----        ----------- ------------- --------  --------

                  Total Other                                            109            334,630       334,891        0         0
                                                                        -----        ----------- ------------- --------  --------
                  Unallocated Reserve for Losses                                            350
                                                                                     -----------

                  Total First Mortgage Loans on Real Estate              109           $334,280      $334,891       $0        $0
                                                                        =====        =========== ============= ========  ========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                                     Part 2 - Interest earned
                                                                                     on mortgages
                                                                                     -------------------------


                                                                                                      Average
                                                                                     Interest      gross rate
                                                                                      due and     of interest
                                                                                      accrued    on mortgages
                                                                                    at end of     held at end
                                                                                       period       of period
                     Description (a)                                                    (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 Serviceman'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                                                                                       9.375%
      $100 to $150                                                                                     9.750%
      $150 to $200                                                                                    10.566%
      $200 to $250                                                                                     8.875%
      $250 to $300                                                                                     9.500%
      $300 to $350                                                                                     8.500%
      $350 to $400                                                                                     0.000%
      $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%
  20-00002  CCH-Space Center                      Houston, TX                                          8.000%
  21-47106  1225 No. County Road 18 LTD           Plymouth, MN                                         8.000%
  21-47110  Lloyd Engelsma                        Brooklyn Park, MN                                    8.750%

<PAGE>

                                                                                     Part 2 - Interest earned
                                                                                     on mortgages
                                                                                     -------------------------


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

  21-47128  Century Income Properties Fund        Brookfield, WI                                       8.250%
  21-47139  Treasure's Island Inc.                Eagan, MN                                            7.480%
  21-47140  Harbour Run LTD                       Mentor-On-The-Lake, OH                               6.910%
  21-47141  John E. Smith                         Lafayette, IN                                       10.000%
  21-47142  34th Street Properties Partnership    Gainsville, FL                                       7.050%
  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             Randolp, MA                                          8.250%
  21-47157  John A. Belanich                      Tampa, FL                                            7.650%
  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                                           7.200%
  21-47167  Wilder Corp of Delaware               Ruskin, FL                                           7.500%
  21-47168  Wilder Corp of Delaware               Riverview, FL                                        7.500%
  21-47172  Dial Reit Inc.                        Fremont, NE                                          7.090%
  21-47173  Cinram Associates                     Fairfield, NJ                                        7.260%
  21-47181  Westlake #1 Limited Partnership       Charlotte, NC                                        7.212%
  21-47184  Mcnab Commerce Center Association     Pompano Beach, FL                                    8.250%
  21-47186  Mack Edison Company                   Edison, NJ                                           6.850%
  21-47187  Industrial Development Association    Mebane, NC                                           7.220%
  21-47190  Dial Reit Inc.                        Davenport, IA                                        7.875%
  21-47191  SSC Associates Ltd Ptnshp             St. Clair Shores, MI                                 7.125%
  21-47195  Tipotex Inc.                          Pharr, TX                                            7.400%
  21-47196  Wilder Corporation                    Pharr, TX                                            7.400%
  21-47197  Wilder Corporation                    Alamo, TX                                            7.400%
  21-47198  Investors Real Estate Trust           Grand Forks, ND                                      8.188%
  21-47199  Warren and Kelso Company              Cheltenham Twsp, PA                                  8.125%
  21-47204  Fort Walton                           Mary Esther, FL                                      8.125%
  21-47205  Kavanagh                              Tucson, AZ                                           8.000%
  21-47206  Hicker                                Albuquerque, NM                                      8.250%
  21-47207  Newport VII                           Albuquerque, NM                                      8.125%
  21-47208  Newport VI                            Albuquerque, 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                                         7.450%
  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                            Albuquerque, NM                                      7.850%

<PAGE>
                                                                                     Part 2 - Interest earned
                                                                                     on mortgages
                                                                                     -------------------------
                                                                                                      Average
                                                                                      Interest     gross rate
                                                                                      due and     of interest
                                                                                      accrued    on mortgages
                                                                                     at end of    held at end
                                                                                       period       of period
                     Description (a)                                                    (e)                (f)
- --------------------------------------------------                                   ----------- -------------

  21-47221  300 First LLC                         Minneapolis, MN                                      7.440%
  21-47222  Transwestern                          Houston, TX                                          7.370%
  21-47223  Westwood Plaza                        Houston, TX                                          7.500%
  21-47224  Custer Office                         Plano, TX                                            7.320%
  21-47225  Valley Mining                         Eagan, MN                                            7.210%
  21-47226  Jake's LP                             Austin, TX                                           6.950%
  21-47227  PW Holdings                           Falls Township, PA                                   6.650%
  21-47228  Lafayette Square                      Bridgeport, CT                                       7.140%
  21-47230  Wilcrest Gree                         Houston, TX                                          7.080%
  21-47231  Midtown Mall                          Hastings, MN                                         7.140%
  21-47232  DHIR Group LLC                        Milwaukee, WI                                        7.400%
  21-47233  Capital Plaza                         Jefferson City, MO                                   7.150%
  21-47234  Southwest Medical                     Littleton, CO                                        7.180%
  21-47235  2507 & 2473 Assc                      Southport, CT                                        7.020%
  21-47237  Abmar Valley                          Roanoke, VA                                          7.100%
  21-47238  Cicero Place                          Cicero, IN                                           7.000%
  21-47240  Crystal Plaza                         Baltimore, MD                                        7.020%
  21-47241  Pal, Inc                              Sioux Falls, SD                                      7.050%
  21-47242  Northpoint AT                         San Antonio, TX                                      6.970%
  21-47243  Pam-Joy Realty                        Chesapeake. VA                                       6.960%
  21-47245  Tide Mill                             Southport, CT                                        6.980%
  21-47246  JLC, IX PF LTD                        Dallas, TX                                           7.010%
  21-47247  Airport Land                          Tempe, AZ                                            6.890%
  21-47248  HMJ                                   Moorehead, MN                                        6.960%
  21-47249  MIDEB                                 Ventura, CA                                          6.750%
  21-47250  Thomas Ribis                          Alexandria, VA                                       6.900%
  21-47251  Arcadia Villa                         Phoenix, AZ                                          6.800%
  21-47252  Broken Arrow                          Broken Arrow, OK                                     6.800%
  21-47253  Palo Verde Plaxa                      Phoenix, AZ                                          6.800%
  21-47254  Village S.                            Tulsa, OK                                            6.800%
  21-47255  Gaughan                               Forest Lake/Stillwater, MN                           6.830%
  21-47256  Fremont Apts                          Rapid City, SD                                       6.750%
  21-47257  Corpus Assets                         Corpus Christi, TX                                   6.900%
  21-47259  Alza Plaza                            Santa Clarita, CA                                    6.950%
  21-47260  Eisenhower 3                          Ann Arbor, MI                                        6.980%
  21-47261  KKMP Properties                       Bloomington, MN                                      7.060%
  21-47262  312 Third Street                      Fargo, ND                                            6.900%
  21-47263  G.O.L.D                               Columbus, OH                                         6.950%
  21-47264  Esnet Properties                      Orem, UT                                             6.810%
  21-47265  Eaglecreek A                          Lakewood, CO                                         6.770%
  21-47266  Independence                          Clarkston, MI                                        6.890%
  21-47267  Blairhill LLC                         Charlotte, NC                                        6.910%
  21-47268  Lemans Limited                        Seebring, FL                                         6.850%
  21-47269  Hampton Inn                           Spokane, WA                                          7.150%
  21-47270  Brookhollow-2                         Houston, TX                                          6.800%
  21-47271  Wilsonville                           Wilsonville, OR                                      6.850%
  21-47273  Sears Bldg                            Rapid City, SD                                       6.850%
  21-47274  Edison                                Towson, MD                                           6.850%
  21-47275  Colorado & SA                         Colorado Springs, CO                                 6.550%
  21-47277  Alvernon Place                        Tucson, AZ                                           7.000%
  21-47278  Financial PAC                         Kennewick, WA                                        6.750%
  21-47279  Daniel G                              Chetek, WI                                           7.250%
  21-47282  Cary Bldg LP                          Springfield, VA                                      6.850%
 0-3027654  DFB Associates                        Costa Mesa, CA                                       9.500%
                                                                                                 -------------
                                                                                                      7.394%
                                                                                                 -------------

                  Total Other                                                                          7.394%
                                                                                                -------------
                  Unallocated Reserve for Losses

                  Total First Mortgage Loans on Real Estate                                            7.394%
                                                                                                =============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Part 3 - Location of mortgaged properties

($ in thousands)

                                               Amount of principal
                                             unpaid at end of period
                                            --------------------

                                     Carrying           Subject
                                    amount of                to     Amount of
          State in   Number  Prior  mortgages        delinquent     mortgages
   which mortgaged       of  liens  (c),(g),           interest         being
property is located   loans   (b)   (h)and(i)  Total     (d)       foreclosed
- -------------------   ------  ----  --------  --------- --------   -----------
    <S>                  <C>        <C>       <C>          <C>        <C> 

    Arizona              6          22,524    22,524        0         0
    California           4           8,316     8,316        0         0
    Colorado             4           9,086     9,086        0         0
    Connecticut          4          13,845    13,845        0         0
    Florida              8          36,936    36,936        0         0
    Indiana              2           6,550     6,550        0         0
    Iowa                 3          10,068    10,068        0         0
    Massachusetts        2           6,241     6,241        0         0
    Maryland             2           5,195     5,195        0         0
    Michigan             4          19,316    19,316        0         0
    Minnesota           14          40,092    40,092        0         0
    Missouri             2           4,555     4,555        0         0
    Nebraska             1           2,858     2,858        0         0
    New Jersey           2          10,199    10,199        0         0
    New Mexico           4          11,556    11,556        0         0
    North Carolina       3           6,611     6,611        0         0
    North Dakota         2           9,783     9,783        0         0
    Ohio                 4          19,317    19,317        0         0
    Oklahoma             4           7,373     7,373        0         0
    Oregon               1           2,000     2,000        0         0
    Pennsylvania         2           7,403     7,403        0         0
    South Dakota         4           3,871     3,871        0         0
    Texas               15          34,122    34,383        0         0
    Utah                 1           1,997     1,997        0         0
    Virginia             5          11,918    11,918        0         0
    Washington           2          11,600    11,600        0         0
    Wisconsin            4          11,298    11,298        0         0
                     ------        -------- --------- --------  --------

                       109         334,630   334,891        0         0
                     ------        -------- --------- --------  --------

    Unallocated Reserve
    for Losses                         350
                                   --------

    Total              109         $334,280 $334,891       $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 for the various  classes within
the types of mortgage loans is not readily  available and the obtaining  thereof
would involve unreasonable effort and expense.

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

(f) Information as to interest income by type and class of loan has been omitted
because it is not readily  available  and the  obtaining  thereof  would involve
unreasonable  effort and expense.  In lieu thereof,  the average gross  interest
rates  (exclusive of  amortization  of discounts and premiums) on mortgage loans
held at December 31, 1998 are shown by type and class of loan.

The average gross  interest  rates on mortgage  loans held at December 31, 1998,
1997 and 1996 are summarized as follows:

                                                  1998         1997       1996
                                               -----------  ----------- --------
First mortgages:
     Insured by Federal Housing Administration     0.000%       0.000%    0.000%
     Partially guaranteed under Servicemen's
       Readjustment Act of 1944, as amended        0.000        0.000     0.000
     Other                                         7.394        8.212     8.450
                                               -----------  ----------- --------


           Combined average                        7.394%       8.212%    8.450%
                                               ===========  =========== ========

<PAGE>

(g) Following is a  reconciliation  of the carrying amount of mortgage loans for
the years ended December 31, 1998, 1997 and 1996.

                                              1998         1997        1996
                                           -----------  ----------- -----------

     Balance at beginning of period          $212,433     $218,697    $233,394
     Additions during period:
       New loans acquired:
         Nonaffiliated companies (j)          163,398       45,200      18,301
       Amortization of discount/ premium            0            0           0
                                           -----------  ----------- -----------

           Total additions                    163,398       45,200      18,301
                                           -----------  ----------- -----------

                                              375,831      263,897     251,695
                                           -----------  ----------- -----------

     Deductions during period:
       Collections of principal                41,551       51,464      32,998
                                           -----------  ----------- -----------

     Balance at end of period                $334,280     $212,433    $218,697
                                           ===========  =========== ===========

(h) The  aggregate  cost of mortgage  loans for federal  income tax  purposes at
December 31, 1998 was $334,891.

(i) At  December  31,  1998,  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, 1998
($ 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                                       50                0                0                  0                50


    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                             364                0                0                  0               364

Central depositary - American
  Express Trust Company                            2,593,297          559,377          334,280             57,010         3,543,964
                                                -------------    -------------      -----------     --------------     -------------

    Total                                         $2,593,661         $559,377         $334,280            $57,010        $3,544,328
                                                =============    =============      ===========     ==============     =============



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 $56,973 and $37, respectively.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

              IDS CERTIFICATE COMPANY                                                                               SCHEDULE VI
                Certificate Reserves

            Part 1 - Summary of Changes

            Year ended December 31, 1998
                  ($ in thousands)
                                                                                        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>             <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-I                                                (note a)                 55,233        983,323        258,004
       "  IC-I-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-I                                                (note a)                    412         12,663          3,431
       "  RP-I-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
                                                                                                                   ------------

<PAGE>


                                                                                                  Additions
                                                                                  ------------------------------------------


                                                                                                                  Charged
                                                                                    Charged        Reserve       to other
                                                                                   to profit      payments by    accounts
                                                                                   and loss      certificate       (per
                                                                                   or income       holders        part 2)
                                                                                  ------------   ------------   ------------

Installment certificates:
  Reserves to mature:
   Series 15, includes extended maturities           2.40 Inst/2.50 Ext.                    0              0              0
       "  20,     "        "        "                2.52 Inst/2.50 Ext.                    3              1              9
       "  15A,    "        "        "                2.66 Inst/3.04 Ext.                    1              0              1
       "  22A,    "        "        "                           3.09                      444            209            648
       "  I-76,   "        "        "                           3.35                      255            261             26
       "  Reserve Plus Flexible Payment                       (note a)                      0            204             37
       "  IC-Q-Installment                                    (note a)                      0             69             13
       "  IC-Q-Ins                                            (note a)                      0          4,405            933
       "  IC-Q-Ins Emp                                        (note a)                      0             24              6
       "  IC-I                                                (note a)                      0         73,942          7,631
       "  IC-I-Emp                                            (note a)                      0            469             61
       "  Inst                                                (note a)                      0          6,209            118
       "  Inst-Emp                                            (note a)                      0             31              1
       "  RP-Q-Installment                                    (note a)                      0             26             49
       "  RP-Q-Flexible Payment                               (note a)                      0              1              3
       "  RP-Q-Ins                                            (note a)                      0             65             33
       "  RP-Q-Ins Emp                                        (note a)                      0              1              1
       "  RP-I                                                (note a)                      0            825            102
       "  RP-I-Emp                                            (note a)                      0              0              0
       "  Inst-R                                              (note a)                      0             40              0
       "  Inst-R-Emp                                          (note a)                      0              1              0
                                                                                  ------------   ------------   ------------

                Total                                                                     703         86,783          9,672
                                                                                  ------------   ------------   ------------

  Payments made in advance of certificate
    year requirements and accrued interest
    thereon:
   Series 15, includes extended maturities                       2                          0              0              0
       "  20,     "        "        "                            2                          0              2              0
       "  15A,    "        "        "                            3                          1             (7)             0
       "  22A,    "        "        "                            3                         27            146             17
       "  I-76,   "        "        "                           3.5                        16             36              1
                                                                                  ------------   ------------   ------------

                Total                                                                      44            177             18
                                                                                  ------------   ------------   ------------

<PAGE>


                                                                                                  Deductions
                                                                                  ------------------------------------------


                                                                                                                 Credited
                                                                                                    Cash         to other
                                                                                                 surrenders      accounts
                                                                                                  prior to         (per
                                                                                  Maturities      maturity        part 2)
                                                                                  ------------   ------------   ------------

Installment certificates:
  Reserves to mature:
   Series 15, includes extended maturities           2.40 Inst/2.50 Ext.                    0              0              0
       "  20,     "        "        "                2.52 Inst/2.50 Ext.                    5             30             47
       "  15A,    "        "        "                2.66 Inst/3.04 Ext.                    9              5              0
       "  22A,    "        "        "                           3.09                      439            732          2,192
       "  I-76,   "        "        "                           3.35                        0          1,408            290
       "  Reserve Plus Flexible Payment                       (note a)                    101            379              0
       "  IC-Q-Installment                                    (note a)                      5            161              0
       "  IC-Q-Ins                                            (note a)                  7,224         22,205             48
       "  IC-Q-Ins Emp                                        (note a)                     16             88              0
       "  IC-I                                                (note a)                      0         91,236              0
       "  IC-I-Emp                                            (note a)                      0            713              0
       "  Inst                                                (note a)                      0            945              0
       "  Inst-Emp                                            (note a)                      0              7              0
       "  RP-Q-Installment                                    (note a)                     25            345              9
       "  RP-Q-Flexible Payment                               (note a)                      0              8              0
       "  RP-Q-Ins                                            (note a)                    409            618             12
       "  RP-Q-Ins Emp                                        (note a)                      0              1              0
       "  RP-I                                                (note a)                      0          1,512              0
       "  RP-I-Emp                                            (note a)                      0              9              0
       "  Inst-R                                              (note a)                      0             30              0
       "  Inst-R-Emp                                          (note a)                      0              0              0
                                                                                  ------------   ------------   ------------

                Total                                                                   8,233        120,432          2,598
                                                                                  ------------   ------------   ------------

  Payments made in advance of certificate
    year requirements and accrued interest
    thereon:
   Series 15, includes extended maturities                       2                          0              0              0
       "  20,     "        "        "                            2                          0              3              2
       "  15A,    "        "        "                            3                          0              0              1
       "  22A,    "        "        "                            3                         10             21            213
       "  I-76,   "        "        "                           3.5                         0             44             19
                                                                                  ------------   ------------   ------------

                Total                                                                      10             68            235
                                                                                  ------------   ------------   ------------

<PAGE>


                                                                                          Balance at close of period
                                                                                  ------------------------------------------

                                                                                    Number
                                                                                      of
                                                                                   accounts        Amount
                                                                                     with            of           Amount
                                                                                   security       maturity          of
                                                                                    holders         value        reserves
                                                                                  ------------   ------------   ------------

Installment certificates:
  Reserves to mature:
   Series 15, includes extended maturities           2.40 Inst/2.50 Ext.                    0              0              0
       "  20,     "        "        "                2.52 Inst/2.50 Ext.                    5             59             55
       "  15A,    "        "        "                2.66 Inst/3.04 Ext.                    3             28             26
       "  22A,    "        "        "                           3.09                      841         18,616         13,983
       "  I-76,   "        "        "                           3.35                      568         13,074          6,954
       "  Reserve Plus Flexible Payment                       (note a)                    236          2,167          1,127
       "  IC-Q-Installment                                    (note a)                     88          1,000            408
       "  IC-Q-Ins                                            (note a)                  4,498         53,344         23,768
       "  IC-Q-Ins Emp                                        (note a)                     24            245            133
       "  IC-I                                                (note a)                 44,058        765,696        248,341
       "  IC-I-Emp                                            (note a)                    266          3,763          1,530
       "  Inst                                                (note a)                  6,090         66,052          7,189
       "  Inst-Emp                                            (note a)                     27            255             31
       "  RP-Q-Installment                                    (note a)                    157          2,185          1,422
       "  RP-Q-Flexible Payment                               (note a)                     16            205             90
       "  RP-Q-Ins                                            (note a)                    118          2,659            824
       "  RP-Q-Ins Emp                                        (note a)                      2             24             15
       "  RP-I                                                (note a)                    299          9,199          2,846
       "  RP-I-Emp                                            (note a)                      0              0              0
       "  Inst-R                                              (note a)                     43          4,788             52
       "  Inst-R-Emp                                          (note a)                      3             28              1
                                                                                  ------------   ------------   ------------

                Total                                                                  57,342        943,387        308,795
                                                                                  ------------   ------------   ------------

  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               4
       "  15A,    "        "        "                            3                 Available                              3
       "  22A,    "        "        "                            3                                                      554
       "  I-76,   "        "        "                           3.5                                                     333
                                                                                                                ------------

                Total                                                                                                   894
                                                                                                                ------------
<PAGE>


                                                                                        Balance at beginning of period
                                                                                  ------------------------------------------

                                                                                    Number
                                                                                      of
                                                                                   accounts        Amount
                                                                                     with            of           Amount
                                                                                   security       maturity          of
                                                                                    holders         value        reserves
                                                                                  ------------   ------------   ------------

  Additional credits and accrued interest
    thereon:
   Series 15, includes extended maturities                      2.5                   Not            Not                  0
       "  20,     "        "        "                           2.5                 Readily      Applicable              27
       "  15A,    "        "        "                            3                 Available                              5
       "  22A,    "        "        "                            3                                                    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-I                                                (note a)                                                  312
       "  IC-I-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)                                                    0
       "  RP-I                                                (note a)                                                    4
       "  RP-I-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
                                                                                                                ------------
<PAGE>


                                                                                                  Additions
                                                                                  ------------------------------------------


                                                                                                                  Charged
                                                                                    Charged        Reserve       to other
                                                                                   to profit      payments by    accounts
                                                                                   and loss      certificate       (per
                                                                                   or income       holders        part 2)
                                                                                  ------------   ------------   ------------
                                                                                                                             
  Additional credits and accrued interest
    thereon:
   Series 15, includes extended maturities                      2.5                         0        Not                  0
       "  20,     "        "        "                           2.5                         1    Applicable               3
       "  15A,    "        "        "                            3                          0                             0
       "  22A,    "        "        "                            3                         96                           296
       "  I-76,   "        "        "                           3.5                        59                            80
       "  Reserve Plus Flexible Payment                       (note a)                     37                             0
       "  IC-Q-Installment                                    (note a)                     13                             0
       "  IC-Q-Ins                                            (note a)                    934                             0
       "  IC-Q-Ins Emp                                        (note a)                      5                             0
       "  IC-I                                                (note a)                  7,624                             0
       "  IC-I-Emp                                            (note a)                     61                             0
       "  Inst                                                (note a)                    125                             0
       "  Inst-Emp                                            (note a)                      1                             0
       "  RP-Q-Installment                                    (note a)                     49                             0
       "  RP-Q-Flexible Payment                               (note a)                      3                             0
       "  RP-Q-Ins                                            (note a)                     33                             0
       "  RP-Q-Ins Emp                                        (note a)                      1                             0
       "  RP-I                                                (note a)                    102                             0
       "  RP-I-Emp                                            (note a)                      0                             0
                                                                                  ------------                  ------------

                Total                                                                   9,144                           379
                                                                                  ------------                  ------------



  Reserve for accrued extra contribution 3rd year                                       1,743         (5,574)             0
  Reserve for accrued extra contribution 6th year                                           9            (19)             0
  Accrued interest on reserves in default I-76                  3.5                         7              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                                                                      262              0              0
  Reserve for death and disability refund options                                           0              0              0
  Reserve for reconversion of paid-up certificates                                          0              0              0
                                                                                  ------------   ------------   ------------

                Total installment certificates                                         11,912         81,367         10,069
                                                                                  ------------   ------------   ------------
<PAGE>


                                                                                                   Deductions
                                                                                  ------------------------------------------


                                                                                                                 Credited
                                                                                                    Cash         to other
                                                                                                 surrenders      accounts
                                                                                                  prior to         (per
                                                                                  Maturities      maturity        part 2)
                                                                                  ------------   ------------   ------------

  Additional credits and accrued interest
    thereon:
   Series 15, includes extended maturities                      2.5                         0              0              0
       "  20,     "        "        "                           2.5                         2              7             10
       "  15A,    "        "        "                            3                          2              0              0
       "  22A,    "        "        "                            3                         93            166            483
       "  I-76,   "        "        "                           3.5                         0            329             73
       "  Reserve Plus Flexible Payment                       (note a)                      0              0             37
       "  IC-Q-Installment                                    (note a)                      0              0             13
       "  IC-Q-Ins                                            (note a)                      0              0            934
       "  IC-Q-Ins Emp                                        (note a)                      0              0              5
       "  IC-I                                                (note a)                      0              0          7,635
       "  IC-I-Emp                                            (note a)                      0              0             62
       "  Inst                                                (note a)                      0              0            119
       "  Inst-Emp                                            (note a)                      0              0              1
       "  RP-Q-Installment                                    (note a)                      0              0             49
       "  RP-Q-Flexible Payment                               (note a)                      0              0              3
       "  RP-Q-Ins                                            (note a)                      0              0             33
       "  RP-Q-Ins Emp                                        (note a)                      0              0              1
       "  RP-I                                                (note a)                      0              0            102
       "  RP-I-Emp                                            (note a)                      0              0              0
                                                                                  ------------   ------------   ------------

                Total                                                                      97            502          9,560
                                                                                  ------------   ------------   ------------



  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              1              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            281
  Reserve for death and disability refund options                                           0              0              0
  Reserve for reconversion of paid-up certificates                                          0              1              0
                                                                                  ------------   ------------   ------------

                Total installment certificates                                          8,340        121,004         12,680
                                                                                  ------------   ------------   ------------
<PAGE>


                                                                                          Balance at close of period
                                                                                  ------------------------------------------

                                                                                    Number
                                                                                      of
                                                                                   accounts        Amount
                                                                                     with            of           Amount
                                                                                   security       maturity          of
                                                                                    holders         value        reserves
                                                                                  ------------   ------------   ------------

  Additional credits and accrued interest
    thereon:
   Series 15, includes extended maturities                      2.5                   Not            Not                  0
       "  20,     "        "        "                           2.5                 Readily      Applicable              12
       "  15A,    "        "        "                            3                 Available                              3
       "  22A,    "        "        "                            3                                                    3,250
       "  I-76,   "        "        "                           3.5                                                   1,610
       "  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-I                                                (note a)                                                  301
       "  IC-I-Emp                                            (note a)                                                    2
       "  Inst                                                (note a)                                                    8
       "  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-I                                                (note a)                                                    4
       "  RP-I-Emp                                            (note a)                                                    0
                                                                                                                ------------

                Total                                                                                                 5,190
                                                                                                                ------------



  Reserve for accrued extra contribution 3rd year                                                                    10,058
  Reserve for accrued extra contribution 6th year                                                                         0
  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                                                                                                    129
  Reserve for death and disability refund options                                                                         0
  Reserve for reconversion of paid-up certificates                                                                       53
                                                                                                                ------------

                Total installment certificates                                                                      325,121
                                                                                                                ------------
<PAGE>


                                                                                        Balance at beginning of period
                                                                                  ------------------------------------------

                                                                                    Number
                                                                                      of
                                                                                   accounts        Amount
                                                                                     with            of           Amount
                                                                                   security       maturity          of
                                                                                    holders         value        reserves
                                                                                  ------------   ------------   ------------

Fully paid certificates:
  Single-Payment certificates:
    SP 74                                                       3.5                         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                               (note a)                    979          4,640          7,570
    Cash Reserve Single Payment                               (note b)                     39            218            178
    IC-Flexible Savings (formally Variable Term)              (note d)                 99,887        683,370        746,512
    IC-Flexible Savings Emp (formally 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 c)                     57            405            426
    Cash Reserve Variable Payment                             (note b)                    535          2,687          3,473
    Cash Reserve Variable Payment-3mo.                        (note e)                 48,811        213,126        224,176
    IC-Future Value                                           (note f)                 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-Market Strategy                                        (note g)                      0              0              0
    IC-AEBI Stock Market                                      (note g)                     16          2,401          2,716
                                                                                  ------------   ------------   ------------

                Total                                                                 267,834      2,430,313      2,594,890
                                                                                  ------------   ------------   ------------
<PAGE>


                                                                                                  Additions
                                                                                  ------------------------------------------


                                                                                                                  Charged
                                                                                    Charged        Reserve       to other
                                                                                   to profit      payments by    accounts
                                                                                   and loss      certificate       (per
                                                                                   or income       holders        part 2)
                                                                                  ------------   ------------   ------------

Fully paid certificates:
  Single-Payment certificates:
    SP 74                                                       3.5                         0              0              0
    SP 75                                                       3.5                         0              0              0
    SP 76                                                       3.5                         0              0              0
    SP 77                                                       3.5                         2              0              0
    SP 78                                                       3.5                        62              0              0
    SP 79                                                       3.5                       102              0              0
    SP 80                                                       3.5                       102              0              0
    SP 81A                                                      3.5                        59              0              0
    SP 82A                                                      3.5                        78              0              0
    SP 82B                                                      3.5                       128              0              0
    SP 83A                                                      3.5                        19              0              0
    SP 83B                                                      3.5                        56              0              0
    IC-2-84                                                     3.5                       204              0              0
    IC-2-85                                                     3.5                         0              0            214
    IC-2-86                                                     3.5                         0              0            114
    IC-2-87                                                     3.5                         0              0            148
    IC-2-88                                                     3.5                         0              0            303
    Reserve Plus Single Payment                               (note a)                      0              1            281
    Cash Reserve Single Payment                               (note b)                      0              1              7
    IC-Flexible Savings (formally Variable Term)              (note d)                      0         86,531         32,199
    IC-Flexible Savings Emp (formally Variable Term)          (note d)                      0          2,482            819
    IC-Preferred Investors                                    (note d)                      0        163,550          4,445
    IC-Investors                                              (note d)                      0        206,028         38,873
    IC-Special Deposits                                       (note d)                      0         91,975          9,606
    IC-1-84                                                   (note c)                      0              0             15
    Cash Reserve Variable Payment                             (note b)                      0            388            123
    Cash Reserve Variable Payment-3mo.                        (note e)                      0        192,333          8,132
    IC-Future Value                                           (note f)                      0              0              1
    IC-Future Value Emp                                       (note f)                      0              0              0
    IC-Stock Market                                           (note g)                      0        167,931         30,686
    IC-Market Strategy                                        (note g)                      0         72,061            654
    IC-AEBI Stock Market                                      (note g)                      0          4,977            227
                                                                                  ------------   ------------   ------------

                Total                                                                     812        988,258        126,847
                                                                                  ------------   ------------   ------------
<PAGE>


                                                                                                   Deductions
                                                                                  ------------------------------------------


                                                                                                                 Credited
                                                                                                    Cash         to other
                                                                                                 surrenders      accounts
                                                                                                  prior to         (per
                                                                                  Maturities      maturity        part 2)
                                                                                  ------------   ------------   ------------

Fully paid certificates:
  Single-Payment certificates:
    SP 74                                                       3.5                         0              0              8
    SP 75                                                       3.5                         0              0              0
    SP 76                                                       3.5                         0              0              0
    SP 77                                                       3.5                       381             21             83
    SP 78                                                       3.5                     1,772            319            349
    SP 79                                                       3.5                         0            427             56
    SP 80                                                       3.5                         0            401              0
    SP 81A                                                      3.5                         0            257              0
    SP 82A                                                      3.5                         0            283              0
    SP 82B                                                      3.5                         0            724              0
    SP 83A                                                      3.5                         0             71              0
    SP 83B                                                      3.5                         0            222              0
    IC-2-84                                                     3.5                         0          1,151              8
    IC-2-85                                                     3.5                         0            830              0
    IC-2-86                                                     3.5                         0            513              8
    IC-2-87                                                     3.5                         0            597              0
    IC-2-88                                                     3.5                         0          1,099              0
    Reserve Plus Single Payment                               (note a)                      0          1,109             60
    Cash Reserve Single Payment                               (note b)                      0             11              0
    IC-Flexible Savings (formally Variable Term)              (note d)                      0        362,709              0
    IC-Flexible Savings Emp (formally Variable Term)          (note d)                      0          2,984              0
    IC-Preferred Investors                                    (note d)                      0        161,632              0
    IC-Investors                                              (note d)                      0        236,219              0
    IC-Special Deposits                                       (note d)                      0        129,253              0
    IC-1-84                                                   (note c)                      0            112              0
    Cash Reserve Variable Payment                             (note b)                      0            911              0
    Cash Reserve Variable Payment-3mo.                        (note e)                      0        238,745              0
    IC-Future Value                                           (note f)                 54,334         17,197              0
    IC-Future Value Emp                                       (note f)                  1,021            208              0
    IC-Stock Market                                           (note g)                      0        104,850              0
    IC-Market Strategy                                        (note g)                      0          2,343              0
    IC-AEBI Stock Market                                      (note g)                      0          1,180              0
                                                                                  ------------   ------------   ------------

                Total                                                                  57,508      1,266,378            572
                                                                                  ------------   ------------   ------------
<PAGE>


                                                                                          Balance at close of period
                                                                                  ------------------------------------------

                                                                                    Number
                                                                                      of
                                                                                   accounts        Amount
                                                                                     with            of           Amount
                                                                                   security       maturity          of
                                                                                    holders         value        reserves
                                                                                  ------------   ------------   ------------

Fully paid certificates:
  Single-Payment certificates:
    SP 74                                                       3.5                         0              0              0
    SP 75                                                       3.5                         0              0              0
    SP 76                                                       3.5                         0              0              0
    SP 77                                                       3.5                         0              0              0
    SP 78                                                       3.5                        61            723            393
    SP 79                                                       3.5                       388          2,838          2,776
    SP 80                                                       3.5                       356          2,999          2,826
    SP 81A                                                      3.5                       297          1,770          1,608
    SP 82A                                                      3.5                       259          2,466          2,170
    SP 82B                                                      3.5                       452          4,041          3,515
    SP 83A                                                      3.5                        83            595            510
    SP 83B                                                      3.5                       189          1,833          1,546
    IC-2-84                                                     3.5                       686          6,783          5,535
    IC-2-85                                                     3.5                       360          3,877          4,066
    IC-2-86                                                     3.5                       188          2,152          2,073
    IC-2-87                                                     3.5                       239          3,190          2,851
    IC-2-88                                                     3.5                       486          7,301          5,939
    Reserve Plus Single Payment                               (note a)                    820        308,978          6,683
    Cash Reserve Single Payment                               (note b)                     32            176            175
    IC-Flexible Savings (formally Variable Term)              (note d)                 76,191        438,276        502,533
    IC-Flexible Savings Emp (formally Variable Term)          (note d)                  1,247         13,712         16,536
    IC-Preferred Investors                                    (note d)                     67         76,339         77,371
    IC-Investors                                              (note d)                    549        687,325        750,121
    IC-Special Deposits                                       (note d)                    115        157,232        167,647
    IC-1-84                                                   (note c)                     51            354            329
    Cash Reserve Variable Payment                             (note b)                    443          2,330          3,073
    Cash Reserve Variable Payment-3mo.                        (note e)                 44,122        175,219        185,896
    IC-Future Value                                           (note f)                 11,209        120,321        120,321
    IC-Future Value Emp                                       (note f)                    219          2,429          2,429
    IC-Stock Market                                           (note g)                110,202        391,171        440,315
    IC-Market Strategy                                        (note g)                  5,134         69,753         70,372
    IC-AEBI Stock Market                                      (note g)                     33          6,428          6,740
                                                                                  ------------   ------------   ------------

                Total                                                                 254,478      2,490,611      2,386,349
                                                                                  ------------   ------------   ------------
<PAGE>


                                                                                        Balance at beginning of period
                                                                                  ------------------------------------------

                                                                                    Number
                                                                                      of
                                                                                   accounts        Amount
                                                                                     with            of           Amount
                                                                                   security       maturity          of
                                                                                    holders         value        reserves
                                                                                  ------------   ------------   ------------

  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 (formally Variable Term)              (note d)                                                1,575
    IC-Flexible Savings Emp (formally 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-Market Strategy                                        (note g)                                                    0
    IC-AEBI Stock Market                                      (note g)                                                   43
                                                                                                                ------------

                Total                                                                                                81,717
                                                                                                                ------------
<PAGE>


                                                                                                  Additions
                                                                                  ------------------------------------------


                                                                                                                  Charged
                                                                                    Charged        Reserve       to other
                                                                                   to profit      payments by    accounts
                                                                                   and loss      certificate       (per
                                                                                   or income       holders        part 2)
                                                                                  ------------   ------------   ------------

  Additional credits and accrued interest thereon:
    SP 74                                                       3.5                         0              0              0
    SP 75                                                       3.5                         0              0              0
    SP 76                                                       3.5                         0              0              0
    SP 77                                                       3.5                         2              0             14
    SP 78                                                       3.5                        62              0             74
    SP 79                                                       3.5                        97              0             85
    SP 80                                                       3.5                        88              0             80
    SP 81A                                                      3.5                        42              0             39
    SP 82A                                                      3.5                        53              0             53
    SP 82B                                                      3.5                        86              0             87
    SP 83A                                                      3.5                        10              0             11
    SP 83B                                                      3.5                        27              0             32
    IC-2-84                                                     3.5                       101              0            128
    IC-2-85                                                     3.5                       154              0              0
    IC-2-86                                                     3.5                        80              0              0
    IC-2-87                                                     3.5                       107              0              0
    IC-2-88                                                     3.5                       221              0              0
    Reserve Plus Single Payment                               (note a)                    283              0              0
    Cash Reserve Single Payment                               (note b)                      7              0              0
    IC-Flexible Savings (formally Variable Term)              (note d)                 35,433              0              0
    IC-Flexible Savings Emp (formally Variable Term)          (note d)                  4,642              0              0
    IC-Preferred Investors                                    (note d)                    949              0              0
    IC-Investors                                              (note d)                 42,092              0              0
    IC-Special Deposits                                       (note d)                 10,270              0              0
    IC-1-84                                                   (note c)                     17              0              2
    Cash Reserve Variable Payment                             (note b)                    131              0              0
    Cash Reserve Variable Payment-3mo.                        (note e)                  8,181              0              0
    IC-Future Value                                           (note f)                 15,595              0              0
    IC-Future Value Emp                                       (note f)                    351              0              0
    IC-Stock Market                                           (note g)                  2,529             (1)             0
    IC-Market Strategy                                        (note g)                    746              0              0
    IC-AEBI Stock Market                                      (note g)                     82              0              0
                                                                                  ------------   ------------   ------------

                Total                                                                 122,438             (1)           605
                                                                                  ------------   ------------   ------------
<PAGE>


                                                                                                   Deductions
                                                                                  ------------------------------------------


                                                                                                                 Credited
                                                                                                    Cash         to other
                                                                                                 surrenders      accounts
                                                                                                  prior to         (per
                                                                                  Maturities      maturity        part 2)
                                                                                  ------------   ------------   ------------

  Additional credits and accrued interest thereon:
    SP 74                                                       3.5                         0              0             10
    SP 75                                                       3.5                         0              0              0
    SP 76                                                       3.5                         0              0              0
    SP 77                                                       3.5                       429             25             91
    SP 78                                                       3.5                     1,846            315            358
    SP 79                                                       3.5                         0            423             57
    SP 80                                                       3.5                         0            333              0
    SP 81A                                                      3.5                         0            176              0
    SP 82A                                                      3.5                         0            203              0
    SP 82B                                                      3.5                         0            501              0
    SP 83A                                                      3.5                         0             35              0
    SP 83B                                                      3.5                         0            116              0
    IC-2-84                                                     3.5                         0            572              4
    IC-2-85                                                     3.5                         0             13            153
    IC-2-86                                                     3.5                         0              6             82
    IC-2-87                                                     3.5                         0              7            107
    IC-2-88                                                     3.5                         0             12            223
    Reserve Plus Single Payment                               (note a)                      0              0            283
    Cash Reserve Single Payment                               (note b)                      0              0              7
    IC-Flexible Savings (formally Variable Term)              (note d)                      0          3,802         32,214
    IC-Flexible Savings Emp (formally Variable Term)          (note d)                      0            171          4,451
    IC-Preferred Investors                                    (note d)                      0            132            819
    IC-Investors                                              (note d)                      0          3,272         38,873
    IC-Special Deposits                                       (note d)                      0            726          9,606
    IC-1-84                                                   (note c)                      0              4             17
    Cash Reserve Variable Payment                             (note b)                      0              7            124
    Cash Reserve Variable Payment-3mo.                        (note e)                      0            122          8,139
    IC-Future Value                                           (note f)                 21,505          5,539              1
    IC-Future Value Emp                                       (note f)                    420             73              0
    IC-Stock Market                                           (note g)                      0            130          2,416
    IC-Market Strategy                                        (note g)                      0              0            655
    IC-AEBI Stock Market                                      (note g)                      0              2             79
                                                                                  ------------   ------------   ------------

                Total                                                                  24,200         16,717         98,769
                                                                                  ------------   ------------   ------------
<PAGE>


                                                                                          Balance at close of period
                                                                                  ------------------------------------------

                                                                                    Number
                                                                                      of
                                                                                   accounts        Amount
                                                                                     with            of           Amount
                                                                                   security       maturity          of
                                                                                    holders         value        reserves
                                                                                  ------------   ------------   ------------

  Additional credits and accrued interest thereon:
    SP 74                                                       3.5                   Not            Not                  0
    SP 75                                                       3.5               Applicable     Applicable               0
    SP 76                                                       3.5                                                       0
    SP 77                                                       3.5                                                       0
    SP 78                                                       3.5                                                     404
    SP 79                                                       3.5                                                   2,661
    SP 80                                                       3.5                                                   2,500
    SP 81A                                                      3.5                                                   1,162
    SP 82A                                                      3.5                                                   1,505
    SP 82B                                                      3.5                                                   2,347
    SP 83A                                                      3.5                                                     275
    SP 83B                                                      3.5                                                     766
    IC-2-84                                                     3.5                                                   2,824
    IC-2-85                                                     3.5                                                      72
    IC-2-86                                                     3.5                                                      33
    IC-2-87                                                     3.5                                                      51
    IC-2-88                                                     3.5                                                     106
    Reserve Plus Single Payment                               (note a)                                                    0
    Cash Reserve Single Payment                               (note b)                                                    0
    IC-Flexible Savings (formally Variable Term)              (note d)                                                  992
    IC-Flexible Savings Emp (formally Variable Term)          (note d)                                                  164
    IC-Preferred Investors                                    (note d)                                                   37
    IC-Investors                                              (note d)                                                1,680
    IC-Special Deposits                                       (note d)                                                  352
    IC-1-84                                                   (note c)                                                    7
    Cash Reserve Variable Payment                             (note b)                                                    0
    Cash Reserve Variable Payment-3mo.                        (note e)                                                  290
    IC-Future Value                                           (note f)                                               44,252
    IC-Future Value Emp                                       (note f)                                                  990
    IC-Stock Market                                           (note g)                                                1,468
    IC-Market Strategy                                        (note g)                                                   91
    IC-AEBI Stock Market                                      (note g)                                                   44
                                                                                                                ------------

                Total                                                                                                65,073
                                                                                                                ------------
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                        Balance at beginning of period
                                                                                  ------------------------------------------

                                                                                    Number
                                                                                      of
                                                                                   accounts        Amount
                                                                                     with            of           Amount
                                                                                   security       maturity          of
                                                                                    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-Market Strategy                                                                                                    0
    IC-AEBI Stock Market                                                                                                 64
                                                                                                                ------------

                Total                                                                                                18,811
                                                                                                                ------------

<PAGE>


                                                                                                  Additions
                                                                                  ------------------------------------------


                                                                                                                  Charged
                                                                                    Charged        Reserve       to other
                                                                                   to profit      payments by    accounts
                                                                                   and loss      certificate       (per
                                                                                   or income       holders        part 2)
                                                                                  ------------   ------------   ------------
  Accrued for additional credits to be allowed
    at next anniversaries:
    SP 74                                                                                   0              0              0
    SP 75                                                                                   0              0              0
    SP 76                                                                                   0              0              0
    SP 77                                                                                   2              0              0
    SP 78                                                                                  46              0              0
    SP 79                                                                                  76              0              0
    SP 80                                                                                  72              0              0
    SP 81A                                                                                 34              0              0
    SP 82A                                                                                 49              0              0
    SP 82B                                                                                 79              0              0
    SP 83A                                                                                 10              0              0
    SP 83B                                                                                 30              0              0
    IC-2-84                                                                               113              0              0
    IC-2-85                                                                                54              0              0
    IC-2-86                                                                                29              0              0
    IC-2-87                                                                                36              0              0
    IC-2-88                                                                                72              0              0
    IC-Stock Market                                                                    44,383              0              0
    IC-Market Strategy                                                                  2,179              0              0
    IC-AEBI Stock Market                                                                  328              0              0
                                                                                  ------------   ------------   ------------

                Total                                                                  47,592              0              0
                                                                                  ------------   ------------   ------------

<PAGE>


                                                                                                   Deductions
                                                                                  ------------------------------------------


                                                                                                                 Credited
                                                                                                    Cash         to other
                                                                                                 surrenders      accounts
                                                                                                  prior to         (per
                                                                                  Maturities      maturity        part 2)
                                                                                  ------------   ------------   ------------
  Accrued for additional credits to be allowed
    at next anniversaries:
    SP 74                                                                                   0              0              0
    SP 75                                                                                   0              0              0
    SP 76                                                                                   0              0              0
    SP 77                                                                                   0              0             14
    SP 78                                                                                   0              0             74
    SP 79                                                                                   0              0             85
    SP 80                                                                                   0              0             80
    SP 81A                                                                                  0              0             39
    SP 82A                                                                                  0              0             53
    SP 82B                                                                                  0              1             87
    SP 83A                                                                                  0              0             11
    SP 83B                                                                                  0              0             32
    IC-2-84                                                                                 0              0            128
    IC-2-85                                                                                 0              0             61
    IC-2-86                                                                                 0              0             33
    IC-2-87                                                                                 0              0             41
    IC-2-88                                                                                 0              0             80
    IC-Stock Market                                                                         0            663         28,280
    IC-Market Strategy                                                                      0              0              0
    IC-AEBI Stock Market                                                                    0              0            148
                                                                                  ------------   ------------   ------------

                Total                                                                       0            664         29,246
                                                                                  ------------   ------------   ------------

<PAGE>


                                                                                          Balance at close of period
                                                                                  ------------------------------------------

                                                                                    Number
                                                                                      of
                                                                                   accounts        Amount
                                                                                     with            of           Amount
                                                                                   security       maturity          of
                                                                                    holders         value        reserves
                                                                                  ------------   ------------   ------------
  Accrued for additional credits to be allowed
    at next anniversaries:
    SP 74                                                                             Not            Not                  0
    SP 75                                                                         Applicable     Applicable               0
    SP 76                                                                                                                 0
    SP 77                                                                                                                 0
    SP 78                                                                                                                 9
    SP 79                                                                                                                34
    SP 80                                                                                                                31
    SP 81A                                                                                                               18
    SP 82A                                                                                                               14
    SP 82B                                                                                                               45
    SP 83A                                                                                                                6
    SP 83B                                                                                                               14
    IC-2-84                                                                                                              50
    IC-2-85                                                                                                              26
    IC-2-86                                                                                                              12
    IC-2-87                                                                                                              18
    IC-2-88                                                                                                              35
    IC-Stock Market                                                                                                  33,758
    IC-Market Strategy                                                                                                2,179
    IC-AEBI Stock Market                                                                                                244
                                                                                                                ------------

                Total                                                                                                36,493
                                                                                                                ------------
</TABLE>

<PAGE>



<TABLE>
<CAPTION>

                                                                                        Balance at beginning of period
                                                                                  ------------------------------------------

                                                                                    Number
                                                                                      of
                                                                                   accounts        Amount
                                                                                     with            of           Amount
                                                                                   security       maturity          of
                                                                                    holders         value        reserves
                                                                                  ------------   ------------   ------------

  <S>                                                           <C>                       <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-2-84                                                     3.5                       515          6,321          2,526
    RP-2-85                                                     3.5                       152            650            658
    RP-2-86                                                     3.5                        49            344            324
    RP-2-87                                                     3.5                       110            624            527
    RP-2-88                                                     3.5                       140            789            609
    Cash Reserve RP                                           (note b)                      8             18             34
    IC-Flexible Savings 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                                (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
    RP-Market Strategy                                        (note g)                      0              0              0
    D-1                                                       (note a)                    211         28,044         34,272
                                                                                  ------------   ------------   ------------

                Total                                                                  42,343        449,533        477,073
                                                                                  ------------   ------------   ------------
<PAGE>


                                                                                                  Additions
                                                                                  ------------------------------------------


                                                                                                                  Charged
                                                                                    Charged        Reserve       to other
                                                                                   to profit      payments by    accounts
                                                                                   and loss      certificate       (per
                                                                                   or income       holders        part 2)
                                                                                  ------------   ------------   ------------

  R Series Single-Payment certificates:
    R-76                                                        3.5                         0              0              4
    R-77                                                        3.5                         0              0             21
    R-78                                                        3.5                         0              0             24
    R-79                                                        3.5                         0              0             38
    R-80                                                        3.5                         0              0             39
    R-81                                                        3.5                         0              0             17
    R-82A                                                       3.5                         0              0             48
    RP-Q                                                      (note a)                      0              0             87
    R-II                                                        3.5                         0              0             34
    RP-2-84                                                     3.5                         0              0            120
    RP-2-85                                                     3.5                         0              0             32
    RP-2-86                                                     3.5                         0              0             13
    RP-2-87                                                     3.5                         0              0             25
    RP-2-88                                                     3.5                         0              0             30
    Cash Reserve RP                                           (note b)                      0              0              1
    IC-Flexible Savings RP                                    (note d)                      0         23,393          6,706
    RP-Preferred Investors                                    (note d)                      0          2,153            143
    Cash Reserve RP-3 mo.                                     (note e)                      0         41,298          1,062
    IC-Flexible Savings RP Emp                                (note d)                      0            769            290
    RP-Future Value                                           (note f)                      0            (17)             0
    RP-Future Value Emp                                       (note f)                      0             17              0
    RP-Stock Market                                           (note g)                      1         38,041          5,983
    RP-Market Strategy                                        (note g)                      0         15,941            141
    D-1                                                       (note a)                      0            806          1,582
                                                                                  ------------   ------------   ------------

                Total                                                                       1        122,401         16,440
                                                                                  ------------   ------------   ------------
<PAGE>


                                                                                                   Deductions
                                                                                  ------------------------------------------


                                                                                                                 Credited
                                                                                                    Cash         to other
                                                                                                 surrenders      accounts
                                                                                                  prior to         (per
                                                                                  Maturities      maturity        part 2)
                                                                                  ------------   ------------   ------------

  R Series Single-Payment certificates:
    R-76                                                        3.5                         0             18              0
    R-77                                                        3.5                         0            149              0
    R-78                                                        3.5                         0            156              0
    R-79                                                        3.5                         0             63              0
    R-80                                                        3.5                         0            206             10
    R-81                                                        3.5                         0             58              0
    R-82A                                                       3.5                         0            167              0
    RP-Q                                                      (note a)                      0            541              0
    R-II                                                        3.5                         0            149              0
    RP-2-84                                                     3.5                         0            662              0
    RP-2-85                                                     3.5                         0            153              0
    RP-2-86                                                     3.5                         0            183              0
    RP-2-87                                                     3.5                         0            126              0
    RP-2-88                                                     3.5                         0            131              0
    Cash Reserve RP                                           (note b)                      0              0              0
    IC-Flexible Savings RP                                    (note d)                      0         60,068              0
    RP-Preferred Investors                                    (note d)                      0          3,095              0
    Cash Reserve RP-3 mo.                                     (note e)                      0         48,880              0
    IC-Flexible Savings RP Emp                                (note d)                      0          1,143              0
    RP-Future Value                                           (note f)                 37,243         12,780              0
    RP-Future Value Emp                                       (note f)                  1,276            100              0
    RP-Stock Market                                           (note g)                      0         21,884              0
    RP-Market Strategy                                        (note g)                      0            463              0
    D-1                                                       (note a)                      0          7,504              0
                                                                                  ------------   ------------   ------------

                Total                                                                  38,519        158,679             10
                                                                                  ------------   ------------   ------------
<PAGE>


                                                                                          Balance at close of period
                                                                                  ------------------------------------------

                                                                                    Number
                                                                                      of
                                                                                   accounts        Amount
                                                                                     with            of           Amount
                                                                                   security       maturity          of
                                                                                    holders         value        reserves
                                                                                  ------------   ------------   ------------

  R Series Single-Payment certificates:
    R-76                                                        3.5                         8             72             64
    R-77                                                        3.5                        30            338            297
    R-78                                                        3.5                        56            523            419
    R-79                                                        3.5                        87            984            772
    R-80                                                        3.5                        87            916            672
    R-81                                                        3.5                        44            481            310
    R-82A                                                       3.5                       192          1,491            861
    RP-Q                                                      (note a)                    477            814          1,950
    R-II                                                        3.5                       136          1,350            598
    RP-2-84                                                     3.5                       410          4,741          1,984
    RP-2-85                                                     3.5                       122            509            537
    RP-2-86                                                     3.5                        33            159            154
    RP-2-87                                                     3.5                        86            482            426
    RP-2-88                                                     3.5                       105            627            508
    Cash Reserve RP                                           (note b)                      8             18             35
    IC-Flexible Savings RP                                    (note d)                 12,026        105,502        121,784
    RP-Preferred Investors                                    (note d)                      5          2,255          2,333
    Cash Reserve RP-3 mo.                                     (note e)                  2,492         21,903         23,067
    IC-Flexible Savings RP Emp                                (note d)                    334          4,342          5,306
    RP-Future Value                                           (note f)                  7,645        118,817        118,817
    RP-Future Value Emp                                       (note f)                    193          3,676          3,676
    RP-Stock Market                                           (note g)                 11,994         79,218         89,362
    RP-Market Strategy                                        (note g)                    601         15,487         15,619
    D-1                                                       (note a)                    199         23,613         29,156
                                                                                  ------------   ------------   ------------

                Total                                                                  37,370        388,318        418,707
                                                                                  ------------   ------------   ------------
<PAGE>


                                                                                        Balance at beginning of period
                                                                                  ------------------------------------------

                                                                                    Number
                                                                                      of
                                                                                   accounts        Amount
                                                                                     with            of           Amount
                                                                                   security       maturity          of
                                                                                    holders         value        reserves
                                                                                  ------------   ------------   ------------

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-2-84                                                     3.5                                                      73
    RP-2-85                                                     3.5                                                      20
    RP-2-86                                                     3.5                                                       9
    RP-2-87                                                     3.5                                                      15
    RP-2-88                                                     3.5                                                      17
    Cash Reserve RP                                           (note b)                                                    0
    IC-Flexible Savings RP                                    (note d)                                                  329
    RP-Preferred Investors                                    (note d)                                                    5
    Cash Reserve RP-3 mo.                                     (note e)                                                   47
    IC-Flexible Savings RP Emp                                (note d)                                                   11
    IC-Future Value                                           (note f)                                               55,838
    IC-Future Value Emp                                       (note f)                                                1,769
    RP-Stock Market                                           (note g)                                                  309
    RP-Market Strategy                                        (note g)                                                    0
    D-1                                                       (note a)                                                    0
                                                                                                                ------------

                Total                                                                                                58,587
                                                                                                                ------------

  Accrued for additional credits to be allowed
    at next anniversaries:
    RP-Stock Market                                                                                                   3,597
    RP-Market Strategy                                                                                                    0
                                                                                                                ------------

                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
                                                                                  ------------   ------------   ------------
<PAGE>


                                                                                                  Additions
                                                                                  ------------------------------------------


                                                                                                                  Charged
                                                                                    Charged        Reserve       to other
                                                                                   to profit      payments by    accounts
                                                                                   and loss      certificate       (per
                                                                                   or income       holders        part 2)
                                                                                  ------------   ------------   ------------

Additional Interest on R-Series Single
  Payment Reserves:
    R-76                                                        3.5                         4              0              0
    R-77                                                        3.5                        20              0              0
    R-78                                                        3.5                        23              0              0
    R-79                                                        3.5                        38              0              0
    R-80                                                        3.5                        37              0              0
    R-81                                                        3.5                        17              0              0
    R-82A                                                       3.5                        46              0              0
    RP-Q                                                      (note a)                     87              0              0
    R-II                                                        3.5                        32              0              0
    RP-2-84                                                     3.5                       109              0              0
    RP-2-85                                                     3.5                        29              0              0
    RP-2-86                                                     3.5                        12              0              0
    RP-2-87                                                     3.5                        24              0              0
    RP-2-88                                                     3.5                        27              0              0
    Cash Reserve RP                                           (note b)                      1              0              0
    IC-Flexible Savings RP                                    (note d)                  7,390              0              0
    RP-Preferred Investors                                    (note d)                    141              0              0
    Cash Reserve RP-3 mo.                                     (note e)                  1,061              0              0
    IC-Flexible Savings RP Emp                                (note d)                    322              0              0
    IC-Future Value                                           (note f)                 14,621              0              0
    IC-Future Value Emp                                       (note f)                    516              0              0
    RP-Stock Market                                           (note g)                    488              0              0
    RP-Market Strategy                                        (note g)                    159              0              0
    D-1                                                       (note a)                  1,701              0              0
                                                                                  ------------   ------------   ------------

                Total                                                                  26,905              0              0
                                                                                  ------------   ------------   ------------

  Accrued for additional credits to be allowed
    at next anniversaries:
    RP-Stock Market                                                                     8,936              0              0
    RP-Market Strategy                                                                    446              0              0
                                                                                  ------------   ------------   ------------

                Total single payment                                                  207,130      1,110,658        143,892
                                                                                  ------------   ------------   ------------

  Paid-up certificates:
    Series 15 and 20                                            3.25                        3              0              0
       "   15A and 22A                                          3.5                       217              0          1,176
       "   I-76                                                 3.5                        72              0            369
                                                                                  ------------   ------------   ------------

                Total                                                                     292              0          1,545
                                                                                  ------------   ------------   ------------
<PAGE>


                                                                                                   Deductions
                                                                                  ------------------------------------------


                                                                                                                 Credited
                                                                                                    Cash         to other
                                                                                                 surrenders      accounts
                                                                                                  prior to         (per
                                                                                  Maturities      maturity        part 2)
                                                                                  ------------   ------------   ------------

Additional Interest on R-Series Single
  Payment Reserves:
    R-76                                                        3.5                         0              1              4
    R-77                                                        3.5                         0              1             21
    R-78                                                        3.5                         0              3             24
    R-79                                                        3.5                         0              1             38
    R-80                                                        3.5                         0              2             39
    R-81                                                        3.5                         0              1             18
    R-82A                                                       3.5                         0              4             48
    RP-Q                                                      (note a)                      0              0             87
    R-II                                                        3.5                         0              2             34
    RP-2-84                                                     3.5                         0              7            120
    RP-2-85                                                     3.5                         0              1             32
    RP-2-86                                                     3.5                         0              4             13
    RP-2-87                                                     3.5                         0              1             25
    RP-2-88                                                     3.5                         0              2             29
    Cash Reserve RP                                           (note b)                      0              0              1
    IC-Flexible Savings RP                                    (note d)                      0            764          6,706
    RP-Preferred Investors                                    (note d)                      0              1            143
    Cash Reserve RP-3 mo.                                     (note e)                      0             12          1,062
    IC-Flexible Savings RP Emp                                (note d)                      0             34            289
    IC-Future Value                                           (note f)                 19,220          4,795              0
    IC-Future Value Emp                                       (note f)                    534             36              0
    RP-Stock Market                                           (note g)                      0             41            482
    RP-Market Strategy                                        (note g)                      0              0            140
    D-1                                                       (note a)                      0            119          1,582
                                                                                  ------------   ------------   ------------

                Total                                                                  19,754          5,832         10,937
                                                                                  ------------   ------------   ------------

  Accrued for additional credits to be allowed
    at next anniversaries:
    RP-Stock Market                                                                         0             99          5,502
    RP-Market Strategy                                                                      0              0              0
                                                                                  ------------   ------------   ------------

                Total single payment                                                  139,981      1,448,369        145,036
                                                                                  ------------   ------------   ------------

  Paid-up certificates:
    Series 15 and 20                                            3.25                        6              2              5
       "   15A and 22A                                          3.5                     1,531            680          1,356
       "   I-76                                                 3.5                         0            387              9
                                                                                  ------------   ------------   ------------

                Total                                                                   1,537          1,069          1,370
                                                                                  ------------   ------------   ------------
<PAGE>


                                                                                          Balance at close of period
                                                                                  ------------------------------------------

                                                                                    Number
                                                                                      of
                                                                                   accounts        Amount
                                                                                     with            of           Amount
                                                                                   security       maturity          of
                                                                                    holders         value        reserves
                                                                                  ------------   ------------   ------------

Additional Interest on R-Series Single
  Payment Reserves:
    R-76                                                        3.5                   Not            Not                  2
    R-77                                                        3.5               Applicable     Applicable               5
    R-78                                                        3.5                                                      12
    R-79                                                        3.5                                                      19
    R-80                                                        3.5                                                      21
    R-81                                                        3.5                                                       7
    R-82A                                                       3.5                                                      36
    RP-Q                                                      (note a)                                                    0
    R-II                                                        3.5                                                      19
    RP-2-84                                                     3.5                                                      55
    RP-2-85                                                     3.5                                                      16
    RP-2-86                                                     3.5                                                       4
    RP-2-87                                                     3.5                                                      13
    RP-2-88                                                     3.5                                                      13
    Cash Reserve RP                                           (note b)                                                    0
    IC-Flexible Savings RP                                    (note d)                                                  249
    RP-Preferred Investors                                    (note d)                                                    2
    Cash Reserve RP-3 mo.                                     (note e)                                                   34
    IC-Flexible Savings RP Emp                                (note d)                                                   10
    IC-Future Value                                           (note f)                                               46,444
    IC-Future Value Emp                                       (note f)                                                1,715
    RP-Stock Market                                           (note g)                                                  274
    RP-Market Strategy                                        (note g)                                                   19
    D-1                                                       (note a)                                                    0
                                                                                                                ------------

                Total                                                                                                48,969
                                                                                                                ------------

  Accrued for additional credits to be allowed
    at next anniversaries:
    RP-Stock Market                                                                                                   6,932
    RP-Market Strategy                                                                                                  446
                                                                                                                ------------

                Total single payment                                                                              2,962,969
                                                                                                                ------------

  Paid-up certificates:
    Series 15 and 20                                            3.25                       10            110             98
       "   15A and 22A                                          3.5                       358          6,307          5,464
       "   I-76                                                 3.5                       613          3,131          2,139
                                                                                  ------------   ------------   ------------

                Total                                                                     981          9,548          7,701
                                                                                  ------------   ------------   ------------
<PAGE>


                                                                                        Balance at beginning of period
                                                                                  ------------------------------------------

                                                                                    Number
                                                                                      of
                                                                                   accounts        Amount
                                                                                     with            of           Amount
                                                                                   security       maturity          of
                                                                                    holders         value        reserves
                                                                                  ------------   ------------   ------------

  Additional credits and accrued interest thereon:
    Series 15 and 20                                            2.5                   Not            Not                  3
       "   15A and 22A                                           3                Applicable     Applicable             273
       "   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
    Add'l credits and accrued int. thereon                     2.5-3                  Not            Not             11,139
    Add'l 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
                                                                                                                ============
<PAGE>


                                                                                                  Additions
                                                                                  ------------------------------------------


                                                                                                                  Charged
                                                                                    Charged        Reserve       to other
                                                                                   to profit      payments by    accounts
                                                                                   and loss      certificate       (per
                                                                                   or income       holders        part 2)
                                                                                  ------------   ------------   ------------

  Additional credits and accrued interest thereon:
    Series 15 and 20                                            2.5                         0              0              1
       "   15A and 22A                                           3                          6              0             46
       "   I-76                                                 3.5                         6              0             19
                                                                                  ------------   ------------   ------------

                Total                                                                      12              0             66
                                                                                  ------------   ------------   ------------

  Accrued for additional credits to be allowed
   at next anniversaries                                                                   58              0              0
                                                                                  ------------   ------------   ------------

                Total paid-up                                                             362              0          1,611
                                                                                  ------------   ------------   ------------

  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                 2,938              0          3,807
    Series R-76 thru R-82A                                       3                          5              0             13
    Series R-II & RP-2-84 thru 88                               3.5                        15              0              5
    Reserve Plus Single-Payment                               (note a)                     52              0             60
    Reserve Plus Flex-Pay & IC-Q-Inst                         (note a)                      2              0             49
    Series R-Installment                                      (note a)                      9              0             21
    Series R-Single-Payment                                   (note a)                      2              0              0
    Add'l credits and accrued int. thereon                     2.5-3                      296              0          1,715
    Add'l credits and accrued int. thereon-IST&G               2.5-3                        0              0              0
    Accrued for additional credits to be allowed
      at next anniversaries                                                             1,678              0              0
    Accrued for additional credits to be allowed
      at next anniversaries-R-76 thru R-82A & R-II                                          8              1              0
    Accrued for additional credits to be allowed
      at next anniversaries-IST&G                                                           0              0              0
                                                                                  ------------   ------------   ------------

                Total optional settlement                                               5,005              1          5,670
                                                                                  ------------   ------------   ------------

                                                                                                     Not
Due to unlocated certificate holders                                                             Applicable             164
                                                                                  ------------   ------------   ------------


                Total certificate reserves                                            224,409      1,192,026        161,406
                                                                                  ============   ============   ============

Provision for certificate reserves and additional
  credits, per Statement of Operations                                                168,134
Provision for reconversion applied against reserve recoveries from
  terminations prior to maturity in Statement of Operations                                 0
Income (loss) from purchased and written call options included
  in provision for certificate reserves in Statement of Operations                     56,275
                                                                                  ------------

                                                                                      224,409
                                                                                  ============
<PAGE>


                                                                                                   Deductions
                                                                                  ------------------------------------------


                                                                                                                 Credited
                                                                                                    Cash         to other
                                                                                                 surrenders      accounts
                                                                                                  prior to         (per
                                                                                  Maturities      maturity        part 2)
                                                                                  ------------   ------------   ------------

  Additional credits and accrued interest thereon:
    Series 15 and 20                                            2.5                         1              0              0
       "   15A and 22A                                           3                        102             19             53
       "   I-76                                                 3.5                         0             18              0
                                                                                  ------------   ------------   ------------

                Total                                                                     103             37             53
                                                                                  ------------   ------------   ------------

  Accrued for additional credits to be allowed
   at next anniversaries                                                                    0              0             66
                                                                                  ------------   ------------   ------------

                Total paid-up                                                           1,640          1,106          1,489
                                                                                  ------------   ------------   ------------

  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                 6,067          7,438              0
    Series R-76 thru R-82A                                       3                         42             18              0
    Series R-II & RP-2-84 thru 88                               3.5                        76             20              0
    Reserve Plus Single-Payment                               (note a)                     58            264              0
    Reserve Plus Flex-Pay & IC-Q-Inst                         (note a)                     20             39              0
    Series R-Installment                                      (note a)                     47             28              0
    Series R-Single-Payment                                   (note a)                     18             18              0
    Add'l credits and accrued int. thereon                     2.5-3                      993            939            360
    Add'l credits and accrued int. thereon-IST&G               2.5-3                        0              0              0
    Accrued for additional credits to be allowed
      at next anniversaries                                                                16              0          1,721
    Accrued for additional credits to be allowed
      at next anniversaries-R-76 thru R-82A & R-II                                          1              1              8
    Accrued for additional credits to be allowed
      at next anniversaries-IST&G                                                           0              0              0
                                                                                  ------------   ------------   ------------

                Total optional settlement                                               7,339          8,765          2,089
                                                                                  ------------   ------------   ------------

                                                                                      Not
Due to unlocated certificate holders                                              Applicable              10             88
                                                                                  ------------   ------------   ------------


                Total certificate reserves                                            157,300      1,579,254        161,382
                                                                                  ============   ============   ============
<PAGE>


                                                                                          Balance at close of period
                                                                                  ------------------------------------------

                                                                                    Number
                                                                                      of
                                                                                   accounts        Amount
                                                                                     with            of           Amount
                                                                                   security       maturity          of
                                                                                    holders         value        reserves
                                                                                  ------------   ------------   ------------

  Additional credits and accrued interest thereon:
    Series 15 and 20                                            2.5                   Not            Not                  3
       "   15A and 22A                                           3                Applicable     Applicable             151
       "   I-76                                                 3.5                                                     172
                                                                                                                ------------

                Total                                                                                                   326
                                                                                                                ------------

  Accrued for additional credits to be allowed
   at next anniversaries                                                                                                 34
                                                                                  ------------   ------------   ------------

                Total paid-up                                                             981          9,548          8,061
                                                                                  ------------   ------------   ------------

  Optional settlement certificates:
    Series 1, IST&G                                              3                         12                             5
    Other series and conversions from Single
      Payment certificates                                  2.5-3-3-3.5                 7,454                        94,579
    Series R-76 thru R-82A                                       3                         32                           131
    Series R-II & RP-2-84 thru 88                               3.5                        19                           388
    Reserve Plus Single-Payment                               (note a)                    124                         1,219
    Reserve Plus Flex-Pay & IC-Q-Inst                         (note a)                     22                            97
    Series R-Installment                                      (note a)                     47                           256
    Series R-Single-Payment                                   (note a)                     31                            38
    Add'l credits and accrued int. thereon                     2.5-3                  Not            Not             10,858
    Add'l credits and accrued int. thereon-IST&G               2.5-3              Applicable     Applicable               0
    Accrued for additional credits to be allowed
      at next anniversaries                                                                                             801
    Accrued for additional credits to be allowed
      at next anniversaries-R-76 thru R-82A & R-II                                                                        3
    Accrued for additional credits to be allowed
      at next anniversaries-IST&G                                                                                         0
                                                                                  ------------                  ------------

                Total optional settlement                                               7,741                       108,375
                                                                                  ------------                  ------------

                                                                                                     Not
Due to unlocated certificate holders                                                             Applicable             357
                                                                                                                ------------


                Total certificate reserves                                                                        3,404,883
                                                                                                                ============
</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 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, 1998
                        ($ 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                  1                            8                   9
  Series 15A, including extended
              maturities                              0                  1                            0                   1
  Series 22A, including extended
              maturities                            165                159                          324                 648
  Series I-76                                         7                 19                            0                  26
  Series Reserve Plus Flexible Payment                0                  0                           37                  37
  Series IC-Q-Installment                             0                  0                           13                  13
  Series IC-Q-Ins                                     0                  0                          933                 933
  Series IC-Q-Ins Emp                                 0                  0                            6                   6
  Series IC-I                                         0                  0                        7,631               7,631
  Series IC-I-Emp                                     0                  0                           61                  61
  Series Inst                                         0                  0                          118                 118
  Series Inst-Emp                                     0                  0                            1                   1
  Series RP-Q-Installment                             0                  0                           49                  49
  Series RP-Q-Flexible Payment                        0                  0                            3                   3
  Series RP-Q-Ins                                     0                  0                           33                  33
  Series RP-Q-Ins Emp                                 0                  0                            1                   1
  Series RP-I                                         0                  0                          102                 102
  Series RP-I Emp                                     0                  0                            0                   0
                                          --------------   ----------------    -------------------------          ----------

              Total                                 172                180                        9,320               9,672
                                          ==============   ================    =========================     ==================  
</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, 1998
                               ($ 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>          
         



               0                       0                      0                    0

               0                      39                      8                   47

               0                       0                      0                    0

             974                     894                    324                2,192
             290                       0                      0                  290
               0                       0                      0                    0
               0                       0                      0                    0
               0                      48                      0                   48
               0                       0                      0                    0
               0                       0                      0                    0
               0                       0                      0                    0
               0                       0                      0                    0
               0                       0                      0                    0
               0                       9                      0                    9
               0                       0                      0                    0
               0                      12                      0                   12
               0                       0                      0                    0
               0                       0                      0                    0
               0                       0                      0                    0
- -----------------     -------------------     ------------------     ----------------

           1,264                   1,002                    332                2,598
=================     ===================     ==================     ================
</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, 1998
                        ($ 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                         12           17
  Series I-76                                          0                   1                          0            1
  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-I                                          0                   0                          0            0
  Series IC-I 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-I                                          0                   0                          0            0
  Series RP-I Emp                                      0                   0                          0            0
                                        -----------------   -----------------   ------------------------   ----------

              Total                                    5                   1                         12           18
                                        =================   =================   ========================   ==========
</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, 1998
                                ($ 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
            reserves to               credited              reserves             certificates-
              mature,               to optional            to mature-             credited to
              loading                settlement             extended                paid-up
           and insurance              reserves             maturities              reserves            Total
        --------------------    ---------------------   ------------------    --------------------    ---------
                        <S>                      <C>                   <C>                     <C>          <C>      


                          0                        0                    0                       0            0

                          1                        1                    0                       0            2

                          1                        0                    0                       0            1

                        159                       41                   12                       1          213
                         19                        0                    0                       0           19
                          0                        0                    0                       0            0
                          0                        0                    0                       0            0
                          0                        0                    0                       0            0
                          0                        0                    0                       0            0
                          0                        0                    0                       0            0
                          0                        0                    0                       0            0
                          0                        0                    0                       0            0
                          0                        0                    0                       0            0
                          0                        0                    0                       0            0
                          0                        0                    0                       0            0
                          0                        0                    0                       0            0
                          0                        0                    0                       0            0
        --------------------    ---------------------   ------------------    --------------------    ---------

                        180                       42                   12                       1          235
        ====================    =====================   ==================    ====================    =========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                      Certificate Reserves
                                       ($ in thousands)
                 <S>                                                                                          <C>                   
                 Part 2 - Descriptions of Additions to Reserves Charged to Other
                 Accounts and Deductions from Reserves Credited to Other Accounts

                 Additional credits on installment certificates and
                   accrued interest thereon:
                     Other additions represent:
                       Transfers from accruals for additional credits to be allowed at next anniversaries      $        281
                       Reconversions of paid-up certificates-charged to paid-up reserves                                 32
                       Transfers from maturities to extended maturities                                                  66
                                                                                                                  ----------
                                                                                                               $        379
                                                                                                                  ==========
                     Other deductions represent:
                       Transfers to reserves on a quarterly basis for Reserve Plus Flexible-
                         Payment, IC-Q-Installment and R-Flexible-Payment                                      $      8,993
                       Conversions to optional settlement certificates-credited to optional
                         settlement reserves                                                                            225
                       Conversions to paid-up certificates-credited to paid-up reserves                                 276
                       Transfers to extended maturities at maturity                                                      66
                                                                                                                  ----------
                                                                                                               $      9,560
                                                                                                                  ==========
                 Accrual for additional credits to be allowed on installment
                   certificates at next anniversaries:
                     Other deductions represent:
                       Transfers to reserves for additional credits on installment certificates                $        281
                                                                                                                  ==========

                 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)                                                                 $      1,545
                     Transfers from accrual for additional credits to be allowed at next
                        anniversaries                                                                                    66
                                                                                                                  ----------
                                                                                                               $      1,611
                                                                                                                  ==========
                   Other deductions represent:
                     Transfers credited to installment reserves on reconversions to installment
                       certificates                                                                            $        209
                     Transfers for accrual for additional credits and accrued interest thereon                           66
                     Transfers to settlement options                                                                  1,214
                                                                                                                  ----------
                                                                                                                $     1,489        
<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                                                          $      2,743
                     Transfers from paid-up certificate reserves                                                      1,214
                     Transfers from accruals for additional credits to be allowed at next
                        anniversaries                                                                                 1,713
                                                                                                                  ----------
                                                                                                               $      5,670
                                                                                                                  ==========
                   Other deductions represent:
                     Transfers to reserve for additional credits and accrued interest thereon                  $      1,721
                     Transfers to optional settlement reserves                                                          368
                                                                                                                  ----------
                                                                                                               $      2,089
                                                                                                                  ==========
                 Single-Payment certificates:
                    Other additions represent:
                     Transfers from accruals for additional credits to be allowed at next
                        anniversaries                                                                          $        605
                     Transfers from accruals on a quarterly basis on:
                       Reserve Plus Single-Payment                                                                      281
                       Cash Reserve Single-Payment                                                                        7
                       Flexible Savings                                                                              32,199
                       Flexible Savings-Emp                                                                             819
                       Preferred Investors                                                                            4,445
                       Investors                                                                                     38,873
                       Special Deposits                                                                               9,606
                       Cash Reserve                                                                                     123
                       Cash Reserve-3mo                                                                               8,132
                       Future Value                                                                                       1
                       Stock Market                                                                                  30,686
                       Market Strategy                                                                                  654
                       AEBI Stock Market                                                                                227
                       R82-B                                                                                             87
                       Cash Reserve-RP                                                                                    1
                       Cash Reserve-RP-3mo                                                                            1,062
                       Flexible Saving-RP                                                                             6,706
                       Flexible Savings-RP-Emp                                                                          290
                       Preferred Investors-RP                                                                           143
                       Stock Market-RP                                                                                5,983
                       Market Strategy-RP                                                                               141

                     Transfers from accruals at anniversaries maintained in a separate
                       reserve account.                                                                               2,821
                                                                                                                  ----------
                                                                                                               $    143,892
                                                                                                                  ==========       
<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                                                                          $      1,882
                       R Single-Payment                                                                                  10
                     Transfers to reserves for additional credits and accrued interest thereon                        2,821
                     Transfers to a separate reserve account from the accrual account                                   605
                     Transfers to reserves on a quarterly basis:
                       Reserve Plus Single-Payment                                                                      281
                       Cash Reserve Single-Payment                                                                        7
                       Flexible Savings                                                                              32,199
                       Flexible Savings-Emp                                                                             819
                       Preferred Investors                                                                            4,451
                       Investors                                                                                     38,873
                       Special Deposits                                                                               9,606
                       Cash Reserve                                                                                     124
                       Cash Reserve-3mo                                                                               8,133
                       Stock Market                                                                                  30,686
                       AEBI Stock Market                                                                                227
                       R82-B                                                                                             87
                       Cash Reserve-RP                                                                                    1
                       Cash Reserve-RP-3mo                                                                            1,062
                       Flexible Saving-RP                                                                             6,706
                       Flexible Savings-RP-Emp                                                                          289
                       Preferred Investors-RP                                                                           143
                       Stock Market-RP                                                                                5,984
                     Transfers to Federal tax withholding                                                                40
                                                                                                                  ----------
                                                                                                               $    145,036
                                                                                                                  ==========

                 Due to unlocated certificate holders:
                    Other additions represent:
                     Amounts equivalent to payments due certificate holders who could
                       not be located                                                                          $        164
                                                                                                                  ==========

                    Other deductions represent:
                     Payments to certificate holders credited to cash                                          $         88
                                                                                                                  ==========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>



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

             Year ended December 31, 1998
                                                                                                          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
                                      ------------   ----------------------------------------------------------------------------

                                                         1997   1998      1997   1998     1997    1998
                                                     ---------  ------  ------- -------  ------  -------
<S>                                   <C>                   <C>  <C>       <C>    <C>     <C>     <C>         <C>         <C>   
20, including extended maturities     169-180               0    0         0      0       0       0           0           0
                                      181-192               0    0         0      0       0       0           0           0
                                      193-204               0    0         0      0       0       0           0           0
                                      205-216               0    0         0      0       0       0           0           0
                                      217-228               0    0         0      0       0       0           0           0
                                      229-240     (a)       1    0         8      0       7       0           0           8
                                      241-252               0    1         0     13       0       8           0           0
                                      253-264               0    0         0      0       0       0           0           0
                                      265-276               0    0         0      0       0       0           0           0
                                      277-288               0    0         0      0       0       0           0           0
                                      289-300               0    0         0      0       0       0           0           0
                                      301-312               1    0        14      0      11       0           0          11
                                      313-324               0    0         0      0       0       0           0           0
                                      325-336               1    0        14      0      12       0           0           0
                                      337-348               4    2        46     25      42      26           0           0
                                      349-360     (a)       4    2        52     21      52      20          30          28
                                                     ---------  -----   ------  -----  ------    ------   -------      ------

  Total                                                    11    5       134     59      24      54          30          47
                                                     ---------  -----   ------  ------  -----    -------  -------      ------

15A, including extended maturities     97-108               0    0         0      0       0       0           0           0
                                      109-120               0    0        17      0      10       0           0           0
                                      121-132               1    0         0      0       0      10           0           0
                                      133-144               0    1         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)       0    0         0      0       0       0           0           0
                                      181-192               0    0         0      0       0       0           0           0
                                      193-204               0    0         0      0       0       0           0           0
                                      205-216               1    0         7      0       6       0           0           0
                                      217-228               1    1        10     11       9       6           0           0
                                      229-240               1    1         5     17       5      10           0           0
                                      241-252               1    0         9      0       8       0           5           0
                                                     ---------  -----   -----  ------  -----    ------    -------      ------

  Total                                                     5    3        48     28      38      26           5           0
                                                     ---------  ------   ----  -----   -----    -------    ------      ------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

             Year ended December 31, 1998
                                                                                                            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
                                       ------------      ---------------------------------------------------------------------------

                                                            1997      1998      1997      1998       1997      1998
                                                         --------  ---------   ------- ---------  ---------  -------- 
<S>                                   <C>                      <C>       <C>     <C>        <C>        <C>       <C>     <C>     <C>
22A, including extended maturities       61-72                 1         0        19         0          3         0      0        0
                                         73-84                 0         1         0        19          0         4      0        0
                                         85-96                 1         0        13         0          3         0      0        6
                                        97-108                 1         1        19        13          6         4      0        0
                                       109-120                 1         0        15         0          5         0      0        0
                                       121-132                 3         1        75        15         29         6      0        0
                                       133-144                 1         3        19        75          8        31      0        0
                                       145-156                 4         1        94        19         45         8      0        0
                                       157-168                 0         4         0        94          0        50      0        0
                                       169-180                 1         0        19         0         11         0      0        0
                                       181-192                 2         1       131        19         84        11      0        0
                                       193-204                 8         3       270       103        182        71      0       97
                                       205-216                10         5       266       148        195       109      0       27
                                       217-228                13        11       266       304        212       240      0        0
                                       229-240                19        13       345       263        295       223     28       49
                                       241-252                17        14       542       253        498       232     14       20
                                       253-264     (a)        91        16     1,954       594      1,680       581    148      836
                                       265-276               114        21     3,347       685      1,999       415     96      176
                                       277-288               118       104     2,916     3,008      1,852     1,907     71       95
                                       289-300               118       101     2,869     2,533      1,946     1,706     95       41
                                       301-312               107       115     2,296     2,807      1,640     2,015     23      153
                                       313-324               103        96     1,916     2,049      1,444     1,546     35       51
                                       325-336                82        95     1,569     1,773      1,248     1,412     21       21
                                       337-348                80        76     1,130     1,494        950     1,253     44       27
                                       349-360                68        69     1,062     1,000        940       884     40       84
                                       361-372                30        62       468       932        436       868     66       30
                                       373-384                27        28       341       416        334       408     32      253
                                                         --------  --------  -------- ----------  --------  ---------  ----  -------

  Total                                                    1,020       841    21,961    18,616     16,045    13,984    713    1,966
                                                          --------    -----  --------  --------  --------- ----------  ----  ------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

             Year ended December 31, 1998
                                                                                                            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
                                 -------------------------------------------------------------------------------------     ---------

                                                 1997  1998             1997    1998        1997    1998
                                            ----------- -------    ----------- --------   -------
<S>                              <C>               <C>   <C>          <C>      <C>      <C>      <C> 
I-76                               61-72             1     1              62      62         6       7         0             0
                                   73-84             0     0               0       0         0       0         0             0
                                   85-96             0     0               0       0         0       0         0             0
                                   97-108            0     0               0       0         0       0         0             0
                                 109-120             0     1               0      12         0       3         0             0
                                 121-132             1     0              46       0        11       0        11             0
                                 133-144             2     1              68      37        17      10         0             0
                                 145-156             3     1              52      31        15       9         0             0
                                 157-168             2     3              55      52        18      17        10             0
                                 169-180             3     1              86      25        30       9         0            20
                                 181-192            31     2             793      43       313      16         0            19
                                 193-204            89    23           2,359     624       991     267        81            32
                                 205-216           107    72           2,706   1,790     1,225     812       319            46
                                 217-228           110    88           2,519   2,233     1,227   1,092        83            46
                                 229-240           148    97           3,069   2,153     1,610   1,129       258             0
                                 241-252           127   117           2,962   2,328     1,676   1,308       406            73
                                 253-264            71   101           1,630   2,334       971   1,414       213            18
                                 265-276             0    60               0   1,350         0     861        27             0
                                                   ---- -----        --------- ------     ------  -----     -------    ----------- 


  Total                                            695   568          16,407  13,074     8,110   6,954     1,408        254
                                              --------- --------   ---------  -------- --------  -------  -------

Reserve Plus Flexible Payment    145-156             0     0               0       0         0       0         0          0
                                 157-168            50     0             510       0       209       0         0          0
                                 169-180           138    41           1,169     429       694     187        57          0
                                 181-192            98   110             926     932       463     544       183          0
                                 193-204             0    85               0     806         0     396       137          0
                                            ----------- --------     ---------  ------    -------  ----    -------

  Total                                            286   236           2,605   2,167     1,366   1,127       377          0
                                            ----------- ------    ----------- --------  ------- --------    -------

IC-Q-Installment                 121-132             0     0               0       0         0       0         0          0
                                 133-144            15     0             150       0        93       0         0          0
                                 145-156            49    12             588     120       185      67        30          0
                                 157-168            40    42             394     534       214     177        52          0
                                 169-180             0    34               0     346         0     164        79          0
                                            ----------- ---------     --------  -------  -------  --------   -------

  Total                                            104    88           1,132   1,000       492     408       161          0
                                            ----------- ---------     -------- --------   ------  ---------  -------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


Part 3 - Information Regarding Installment Certificates
              Classified by Age Groupings7
                   ($ in thousands)

             Year ended December 31, 1998
                                                                                                      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
                     --------------------------------------------------------------------------------------------------------------

                                    1997      1998       1997     1998         1997         1998
                                 --------   --------  --------  ---------   -------- ------------
<S>                    <C>         <C>       <C>       <C>      <C>         <C>           <C>             <C>                <C>    
IC-Q-Ins               37-48           0         0          0        0            0            0              0              0
                       49-60           1         0         12        0            6            0              0              0
                       61-72       1,450         1     18,833       12        8,872            7              0              0
                       73-84       2,495       751     31,597    9,366       13,737        4,132          5,748              0
                       85-96       1,620     1,487     19,313   17,909        8,652        7,794          7,536              0
                      97-108       1,499     1,104     16,776   12,973        7,701        5,870          3,799              0
                     109-120       1,618     1,003     19,301   11,317        8,717        5,189          2,894              0
                     121-132          48        98        472    1,240          149          588          1,980             48
                     133-144          17        40        179      408           73          130             42              0
                     145-156           0        14          0      119            0           58             17              0
                                 --------   ---------------------------------------- ---------------------------    -----------

  Total                            8,748     4,498    106,483   53,344       47,907       23,768         22,016             48
                                 --------   ---------------------------------------- ---------------------------    -----------

IC-Q-Ins Emp           49-60           0         0          0        0            0            0              0              0
                       61-72           9         0         96        0           61            0              0              0
                       73-84          10         4        126       30           64           19             47              0
                       85-96           7         7         63       78           45           48             23              0
                      97-108           5         6         45       57           11           44              6              0
                     109-120           8         5        181       45           26           14              2              0
                     121-132           0         2          0       35            0            7              7              0
                                 --------   ---------------------------------------- ---------------------------    -----------

  Total                               39        24        511      245          207          132             85              0
                                 --------   ---------------------------------------- ---------------------------    -----------

IC-I                   1-12        4,757         5     89,119       99        7,336            9              0              0
                      13-24       10,813     3,898    193,840   71,494       28,085       11,472          1,583              0
                      25-36       13,109     9,013    233,170  159,367       54,541       35,951          4,663              0
                      37-48       11,764    10,741    213,507  185,076       64,318       57,299         10,541              0
                      49-60        9,583     9,633    165,479  172,242       63,685       63,221         11,135              0
                      61-72        5,207     7,823     88,208  131,773       40,039       59,111         11,199              0
                      73-84            0     2,945          0   45,645            0       21,278         20,646              0
                                 --------   ---------------------------------------- ---------------------------    -----------

  Total                           55,233    44,058    983,323  765,696      258,004      248,341         59,767              0
                                 --------   ---------------------------------------- ---------------------------    -----------

IC-I-Emp               1-12           39         0        456        0           50            0              0              0
                      13-24           69        26      1,869      295          221           60             17              0
                      25-36           94        55      1,422      997          324          248             33              0
                      37-48           71        64        953      709          394          278            114              0
                      49-60           53        58        892      802          419          397             57              0
                      61-72           34        44        550      675          305          359             72              0
                      73-84            0        19          0      285            0          188            167              0
                                 --------   ---------------------------------------- ---------------------------    -----------

  Total                              360       266      6,142    3,763        1,713        1,530            460              0

                                 --------   ---------------------------------------- ---------------------------    -----------
</TABLE>

<TABLE>
<CAPTION>

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

             Year ended December 31, 1998
                                                                                                            Deductions from Reserves
                                                                                                           -------------------------

                                       Number of                                                              Cash
                           Months      Accounts with            Amount of            Amount of                Surrenders           
Certificate Series          Paid       Certificate Holders      Maturity Value       Reserves                 Prior to
                                       December 31,             December 31,         December 31,             Maturity         Other
                        -----------------------------------------------------------------------------------------------------------
<S>                        <C>         <C>       <C>         <C>        <C>        <C>           <C>             <C>          <C>  
                                          1997   1998           1997      1998       1997          1998
                                    ----------- ---------  ----------  --------  --------- -------------

Inst                       1-12          3,134  3,774         66,052    66,052      1,807         3,012            174             0
                          13-24              0  2,316              0         0          0         4,177            458             0
                                    ----------- ---------  ----------  ---------  -------- -----------------  ---------    ---------

                                         3,134  6,090         66,052    66,052      1,807         7,189            632             0
                                    ----------- ---------  ----------  ---------   ------- ----------------   ---------    ---------

Inst-Emp                   1-12             17     20            255       255          6            21              3             0
                          13-24              0      7              0         0          0            10              3             0
                                    ----------- ---------   ---------  ---------   ------- -----------------   --------    ---------

                                            17     27            255       255          6            31              6             0
                                    ----------- ---------   ---------  ---------   ------- -----------------   --------    ---------

R Flexible Payment      133-144              0      0              0         0          0             0              0             0
                        145-156             43      0            662         0        377             0              0             0
                        157-168             21     39            337       593        155           365             14             0
                        169-180             70     15            960       253        571           105             39             0
                        181-192             65     51            770       735        623           435            120             9
                        193-204              0     52              0       604          0           517             88             0
                                    ----------- ----------   --------  ---------   ------- ----  -----------   -------    ---------

  Total                                    199    157          2,729     2,185      1,726         1,422            261             9
                                    ----------- ----------   --------  ---------  -------- -----------------   --------    ---------

RP-Q-Installment        121-132              0      0              0         0          0             0              0             0
                        133-144             10      0            133         0         53             0              0             0
                        145-156              8      9            103       126         41            52              3             0
                        157-168              0      7              0        79          0            38              4             0
                                    ----------- -----------   -------  ---------   ------- -----------------   --------    ---------

  Total                                     18     16            236       205         94            90              7             0
                                    ----------- ------------   ------  ---------   ------- -----------------   --------    ---------

RP-Q-Ins                  49-60              0      0              0         0          0             0              0             0
                          61-72             19      0            255         0        148             0              0             0
                          73-84             42     13            905       131        327            95             62             0
                          85-96             52     29          1,808       613        283           184            145             0
                         97-108             49     39            997     1,068        411           250             51             0
                        109-120             78     35          1,084       829        580           290            111             0
                        121-132              3      0             24         0         13             0            115            12
                        133-144              1      2             10        18          3             5              0             0
                                    ----------- ----------   --------  ---------  -------- -----------------   --------    ---------

  Total                                    244    118          5,083     2,659      1,765           824            484            12
                                    ----------- ----------   --------  ---------  --------- ----------------   ---------    --------

RP-Q-Ins Emp             49-60               0      0              0         0          0             0              0             0
                         61-72               2      0             78         0          0             0              0             0
                         73-84               1      1              6        18         10             0              0             0
                         85-96               0      1              0         6          4            10              1             0
                        97-108               0      0              0         0          0             5              0             0
                                    ----------- ----------  ---------  ---------  -------- ------------------  --------    ---------

  Total                                      3      2             84        24         14            15              1             0
                                    ------------  --------  -----------  -------  ------------  -------------  -----------  --------
</TABLE>

<TABLE>
<CAPTION>

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

             Year ended December 31, 1998                                                                                           
                                                                                                           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
                        ------------ -----------------------------------------------------------------------------------------------

                                         1997        1998         1997      1998        1997        1998
                                     ---------     -------------------- ---------------------   ---------

<S>                      <C>               <C>         <C>       <C>       <C>        <C>            <C>        <C>             <C>
RP-I                      1-12             39           0        1,738         0         120           0          0             0
                         13-24             54          32        1,763     1,652         289         218         11             0
                         25-36             90          46        2,452     1,479         605         387         16             0
                         37-48             83          63        2,710     1,806         782         546        206             0
                         49-60             84          58        2,574     1,574       1,076         441        452             0
                         61-72             62          60        1,426     1,709         559         923        287             0
                         73-84              0          40            0       979           0         331        281             0
                                     ---------     -------------------- ---------------------   --------------------      --------

  Total                                   412         299       12,663     9,199       3,431       2,846      1,253             0
                                     ---------     -------------------- ---------------------   --------------------      --------

RP-I-Emp                  1-12              0           0            0         0           0           0          0             0
                         13-24              1           0          600         0           1           0          0             0
                         25-36              1           0            6         0           2           0          1             0
                         37-48              0           0            0         0           0           0          0             0
                         49-60              1           0          576         0           6           0          6             0
                                     ---------     -------------------- ---------------------   --------------------      --------

  Total                                     3           0        1,182         0           9           0          7             0
                                     ---------     -------------------- ---------------------   --------------------      --------

Inst-R                    1-12             18          34        4,788     4,021          42          42         27             0
                         13-24              0           9            0       767           0          11          1             0
                                     ---------     -------------------- ---------------------   --------------------      --------

  Total                                    18          43        4,788     4,788          42          53         28             0
                                     ---------     -------------------- ---------------------   --------------------      --------

Inst-R-E                  1-12              0           3            0        28           0           1          0             0
                                     ---------     -------------------- ---------------------   --------------------      --------

  Total All Series                     70,549      57,342    1,231,818   943,387     342,900     308,795     87,701         2,336
                                     =========     ==================== =====================   ====================      ========

(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' Accounts
         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, 1998, 1997 and 1996
($ thousands)

                     Year ended December 31, 1998
- ----------------------------------------------------------------------------------------------------------------------
                                                        -----------------------
                                                              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                               $605              $0          $0               $605 (a)              $0
   Conventional first
     mortgage loans                          611               0           0                  0                 611

                     Year ended December 31, 1997
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
                                                        -----------------------
                                                              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
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>

                                                        -----------------------
                                                              Additions
                                                        -----------------------
           Reserves                    Balance           Charged                                          Balance
        deducted from                     at             to costs                    Deductions              at
          assets to                   beginning            and                          from                 end
       which they apply               of period          expenses       Other         reserves           of period
- -------------------------------     ---------------     -----------     -------     --------------     ---------------
<S>                                         <C>             <C>           <C>                <C>               <C>            
 Allowance for losses:
   Securities                               $110            $605          $0                 $0                $715
   Conventional first
     mortgage loans                          611               0           0                  0                 611
   Other assets                            2,468               0           0              2,468 (b)               0


 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 "Independent auditors"
and to the use of our  report  dated  February  4,  1999  in the  Post-Effective
Amendment  Number 44 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.




/s/ Ernst & Young LLP
Minneapolis, Minnesota
March 11, 1999



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