IDS CERTIFICATE CO /MN/, POS AM, 2000-04-18

IDS CERTIFICATE CO /MN/
POS AM, 2000-04-18

Previous: IDS CERTIFICATE CO /MN/, POS AM, 2000-04-18

Next: ANIXTER INTERNATIONAL INC, DEF 14A, 2000-04-18

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM S-1

POST-EFFECTIVE AMENDMENT NUMBER 26 TO

REGISTRATION STATEMENT NUMBER 33-22503

American Express Stock Market Certificate

UNDER

THE SECURITIES ACT OF 1933

AMERICAN EXPRESS CERTIFICATE COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)

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

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

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

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

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

<PAGE>

Explanatory Note

The prospectuses contained in Part I of the Registration Statement are
substantially similar and are for the same product. They reflect differences in
the distribution of the products. The prospectus used by American Express Bank
International (AEBI), as indicated on the cover, refers to AEBI and relationship
managers. The prospectus distributed by American Express Financial Advisors Inc.
refers to financial advisors. The prospectus distributed by Securities America,
Inc. refers to registered representatives and generally omits client service
information.

<PAGE>

CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 26 TO
REGISTRATION STATEMENT NO. 33-22503

Cover Page

Prospectus

Part II Information

Signatures

<PAGE>

American Express
Stock Market
Certificate

PROSPECTUS APRIL 26, 2000

Potential for stock market growth with
safety of principal.

American Express Certificate Company (AECC or AXP Certificate Company), formerly
IDS Certificate Company, issues American Express Stock Market Certificates. You
may:

o Purchase this certificate in any amount from $1,000 through $1 million.

o Participate in any increase of the stock market based on the S&P 500 Index
while protecting your principal, up to a maximum return between 9% and 10%,
for a 52- week term, (see page 2p).

o Decide whether AECC will guarantee part of your return or whether to link
all of it to the market.

o Keep your certificate for up to 14 successive terms.

Purchasers through some distribution channels and recipients of promotional
coupons may be eligible for special rates. See "Initial Interest and
Participation Rates" on page 2p and "Maximum return" in "Interest" under "About
the Certificate."

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 AECC. To the extent you link
your interest to the S&P 500 Index, you might earn no interest. See "Risk
Factors" on page 2p.

AECC is not a bank or financial institution, and the securities it offers are
not deposits or obligations of, or backed or guaranteed or endorsed by, any bank
or financial institution, nor are they insured by the Federal Deposit Insurance
Corporation (FDIC), the Federal Reserve Board or any other agency.

The distributor and selling agent are not required to sell any specific amount
of certificates.

Issuer:

American Express Certificate Company

200 AXP Financial Center

Minneapolis, MN 55474

800-862-7919 (toll free)

Distributor:

American Express Financial Advisors Inc.

American Express companies

<PAGE>

Initial Interest and Participation Rates

AECC guarantees return of your principal. The interest on your certificate is
linked to stock market performance as measured by the Standard & Poor's 500
Composite Stock Price Index (S&P 500 Index). See "About the Certificate" for
more explanation.

Here are the interest rates and market participation percentages in effect April
26, 2000:

Maximum Market participation Minimum
Return percentage Interest

10% 100% (full) None

10% 25% (partial) 2.5%

These rates may or may not have changed when you apply to purchase your
certificate. For your first term, your maximum return will be between 9% and
10%. However, if you have received a special promotional coupon and comply with
the requirements in the coupon and as described in "Maximum return" in
"Interest" under "About the Certificate," then your maximum return for your
first term will be between 11%and 12%. Rates for later terms are set at the
discretion of AECC and may differ from the rates shown here.

AECC may offer different rates for different distribution channels. For more
information call 800-862-7919. Certificates of deposits with different rates may
be available from American Express Centurion Bank, an affiliate of AECC,
including high rate CDs through Membership B@nking(SM).

RISK FACTORS

You should consider the following when investing in this certificate:

To the extent you link your interest to the S&P 500 Index, you might earn no
interest. If you choose to link all of your return on this certificate to the
S&P 500 Index, you earn interest only if the value of the S&P 500 Index is
higher on the last day of your term than it was on the first day of your term.
See "Interest" under "About the Certificate."

This certificate is backed solely by the assets of AECC. Most of our assets are
debt securities and are subject to the following risks:

Interest rate risk: The price of debt securities generally falls as interest
rates increase, and rises as interest rates decrease. In general, the longer the
maturity of a bond, the greater its loss of value as interest rates increase,
and the greater its gain in value as interest rates decrease. See "How Your
Money Is Used and Protected."

Credit risk: This is the risk that the issuer of a security, or the counterparty
to a contract, will default or otherwise become unable to honor a financial
obligation (such as payments due on a bond or note). Credit ratings of the
issuers of securities in our portfolio vary. See "How Your Money Is Used and
Protected."

<PAGE>

Table of Contents

Initial Interest and Participation Rates 2p

Risk Factors 2p

About the Certificate 4p

Read and Keep This Prospectus 4p

Investment Amounts 4p

Face Amount and Principal 4p

Certificate Term 5p

Value at Maturity 5p

Receiving Cash Before the End of Term 5p

Interest 6p

Promotions and Pricing Flexibility 9p

Historical Data on the S&P 500 Index 9p

Calculation of Return 12p

About the S&P 500 Index 16p

Opportunities at the End of a Term 17p

How to Invest and Withdraw Funds 18p

Buying your Certificate 18p

Two Ways to Make Investments 19p

Full and Partial Withdrawals 20p

Transfers to Other Accounts 22p

Two Ways to Request a Withdrawal or Transfer 22p

Three Ways to Receive Payment When You Withdraw Funds 23p

Retirement Plans: Special Policies 24p

Transfer of Ownership 25p

For More Information 25p

Taxes on Your Earnings 26p

Retirement Accounts 26p

Gifts to Minors 27p

How to Determine the Correct TIN 28p

Foreign Investors 28p

<PAGE>

How Your Money Is Used and Protected 30p

Invested and Guaranteed by AECC 30p

Regulated by Government 30p

Backed by Our Investments 31p

Investment Policies 32p

How Your Money is Managed 35p

Relationship Between AECC and
American Express Financial Corporation 35p

Capital Structure and Certificates Issued 36p

Investment Management and Services 36p

Distribution 38p

Selling Agent Agreements with American Express Bank International
and Securities America, Inc. 38p

Other Selling Agents 39p

Transfer Agent 40p

Employment of Other American Express Affiliates 40p

Directors and Officers 40p

Independent Auditors 42p

American Express Certificates 43p

Appendix 44p

Annual Financial Information 45p

Summary of Selected Financial Information 45p

Management's Discussion and Analysis of Financial Condition
and Results of Operations 46p

IDS Certificate Company 52p

Report of Independent Auditors 53p

Financial Statements 54p

Notes to Financial Statements 62p

<PAGE>

About the Certificate

READ AND KEEP THIS PROSPECTUS

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

INVESTMENT AMOUNTS

You may purchase the American Express Stock Market Certificate in any amount
from $1,000 through $1 million (unless you receive prior approval from AECC to
invest more) payable in U.S. currency. You may also make additional lump-sum
investments in any amount at the end of any term as long as your total amount
paid in is not more than the $1 million (unless you receive prior approval from
AECC to invest more).

The certificate may be used as an investment for your Individual Retirement
Account (IRA). If so used, the amount of your contribution (investment) will be
subject to limitations in applicable federal law.

FACE AMOUNT AND PRINCIPAL

The face amount of your certificate is the amount of your initial investment.
Your principal is the value of your certificate at the beginning of each
subsequent term. AECC guarantees your principal. It consists of the amount you
actually invest plus interest credited to your account and any additional
investment you make less withdrawals, penalties and any interest paid to you in
cash.

<PAGE>

For example: Assume your initial investment (face amount) of $10,000 has earned
a return of 7.25%. AECC credits interest to your account at the end of the term.
You have not taken any interest as cash, or made any withdrawals. You have
invested an additional $2,500 prior to the beginning of the next term. Your
principal for the next term will equal:

$10,000 Face amount (initial investment)

plus $725 Interest credited to your account at the end of the term

plus $5 Interim interest (See "Interim interest" under "Interest")

minus $(0) Interest paid to you in cash

plus $2,500 Additional investment to your certificate

minus $(0) Withdrawals and applicable penalties

$13,230 Principal at the beginning of the next term

CERTIFICATE TERM

Your first certificate term is a 52-week period. It begins on the Wednesday
after AECC accepts your application and ends the Tuesday before the 52-week
anniversary of its acceptance. AECC has complete discretion to determine whether
to accept an application and sell a certificate. For example, if AECC accepts
your application on a Wednesday, your first term would begin the next Wednesday.
Your certificate will earn interest at the interim interest rate then in effect
until the term begins. See "Interim Interest" under "Interest." It will not earn
any participation interest until the term begins. If you choose to continue to
receive participation interest, subsequent terms are 52-week periods that begin
on the Wednesday following the 14-day grace period at the end of the prior
52-week term. You may begin your next term on any Wednesday during the 14-day
period by providing prior written instructions to AECC. If you choose to receive
fixed interest, subsequent terms will be up to 52 weeks as described in "Fixed
interest" under "Interest" below.

VALUE AT MATURITY

Your certificate matures after 14 terms. Then you will receive a distribution
for its value. Participation terms are always 52 weeks. Fixed interest terms may
be less than 52 weeks if you change to participation before the end of the
52-week period. At maturity, the value of your certificate will be the total of
your actual investments, plus credited interest not paid to you in cash, less
any withdrawals and withdrawal penalties. Certain other fees may apply.

RECEIVING CASH BEFORE THE END OF TERM

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

<PAGE>

INTEREST

You choose from two types of participation interest for your first term: 1) full
participation, or 2) partial participation together with minimum interest.
Interest earned under both of these options has an upper limit which is the
maximum annual return explained below. After your first term, you may choose
full or partial participation; or not to participate in any market movement and
receive a fixed rate of interest.

Full participation interest: With this option:

o you participate 100% in any percentage increase in the S&P 500 Index up to
the maximum return. For the maximum return in effect on the date of this
prospectus, see "Initial Interest and Participation Rates" on page 2p.

o you earn interest only if the value of the S&P 500 Index is higher on the
last day of your term than it was on the first day of your term.

o your return is linked to stock market performance.

The S&P 500 Index is frequently used to measure the relative performance of the
stock market. For a more detailed discussion of the S&P 500 Index, see "About
the S&P 500 Index."

Partial participation and minimum interest: This option allows you to
participate in a specified part (market participation rate) of any increase in
the S&P 500 Index together with a rate of interest guaranteed by AECC in advance
for each term (minimum interest). Your return consists of two parts:

o a percentage of any increase in the S&P 500 Index, and

o a rate of interest guaranteed by AECC in advance for each term.

Together, they cannot exceed the maximum return. For the maximum return in
effect on the date of this prospectus, see "Initial Interest and Participation
Rates" on page 2p.

The market participation rate and the minimum interest rate on the date of this
prospectus are listed on the inside cover under "Initial interest and
participation rates."

Fixed interest: After your first term, this fixed interest option allows you to
stop participating in the market entirely for some period of time. A fixed
interest term is 52 weeks unless you choose to start a new participation term
before your 52 week term ends. You may choose to receive a fixed rate of
interest for any term after the first term. During the term when you are
receiving fixed interest, you can change from your fixed interest selection to
again participate in the market. If you make the change from fixed interest to
participation interest, your next term would begin on the Wednesday following
our receipt of notice of your new selection. In this way, you may have a term
(during which you would earn fixed interest) that is less than 52 weeks. You may
not change from participation interest to fixed interest during a term.

<PAGE>

Maximum return: This is the cap, or upper limit, of your return. Your total
return including both participation and minimum interest for a term for which
you have chosen participation interest will be limited to this maximum return
percentage. For the maximum return in effect on the date of this prospectus, see
page 2p.

However, AECC guarantees that, for persons who have received a special
promotional coupon from AECC for purchase of a Stock Market Certificate and have
satisfied any requirement stated in the coupon, the maximum return for the
initial term will be the maximum return for special promotional coupons set out
on page 2p. For example, the coupon may require that you make a minimum
investment and that you are not an existing client of AEFC, American Express
Financial Advisors Inc., or another affiliate of AEFC. AECC or AEFC will select
persons to receive the coupon based on a business strategy to build
relationships with persons who work for particular employers or with new clients
in selected market segments who AECC or AEFC believes meet threshold rquirements
for such factors as household income and home values. Coupons may be sent only
to persons who both fit such a strategy and live in particular parts of the
country or are affiliated with particular organizations such as an automobile
club. AECC also may give such a coupon to active or retired AEFC employees,
American Express financial advisors, their immediate families and any U.S.
employee of any affiliated company of AECC. This promotional rate will only be
available if the recipient of the coupon presents it to the distributor or
selling agent at the time of applying to purchase the certificate.

Determining the S&P 500 Index value: The stock market closes at 3 p.m. Central
time. The S&P 500 Index value is available at approximately 4:30 p.m. This is
the value we currently use to determine participation interest. Occasionally,
Standard & Poor's (S&P) makes minor adjustments to the closing value after 4:30
p.m., and the value we use may not be exactly the one that is published the next
business day. In the future, we may use a later time cut-off if it becomes
feasible to do so. If the stock market is not open or the S&P 500 Index is
unavailable as of the last day of your term, the preceding business day for
which a value is available will be used instead. Each Tuesday's closing value of
the S&P 500 Index is used for establishing the term start and the term end
values each week.

<PAGE>

the average interest rate published for 12-month certificates of deposit (CDs)
in the BANK RATE MONITOR(R) (BRM) Top 25 Market Average(R). BANK RATE MONITOR
and National Index are marks owned by BANKRATE.COM(SM), a division of
Intelligent Life Corporation, N. Palm Beach, FL 33408. If the BRM Average is no
longer publicly available or feasible to use, AECC may use another, similar
index as a guide for setting rates.

The BRM is a weekly magazine published by Advertising News Service Inc., an
independent national news organization that collects and disseminates
information about bank products and interest rates. Advertising News Service has
no connection with AECC, AEFC or any of their affiliates.

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

The BRM may be available in your local library. To obtain information or current
BRM Average rates, call the Client Service Organization at the telephone numbers
listed on the back cover.

Earning interest: AECC calculates, credits and compounds participation interest
at the end of your certificate term. Minimum interest accrues daily and is
credited and compounded at the end of your certificate term. Fixed interest
accrues and is credited daily and compounds at the end of your term. Both
minimum and fixed interest are calculated on a 30-day month and 360-day year
basis. Interim interest accrues and is credited daily and compounds at the end
of your term immediately following the period in which interim interest is
credited.

Rates for future periods: After the initial term, the maximum return, market
participation percentage or minimum interest rate on your certificate may be
greater or less than those shown on the front of this prospectus. We review
rates weekly, and have complete discretion to decide what interest rate will be
declared.

To find out what your certificate's new maximum return, market participation
percentage and minimum interest rate will be for your next term, please consult
your American Express financial advisor, or the Client Service Organization at
the telephone numbers listed on the back cover.

This certificate may be available through other distributors or selling agents
with different interest rates or related features and consequently with
different returns. You may obtain information about other such distributors or
selling agents by calling 800-862-7919.

<PAGE>

PROMOTIONS AND PRICING FLEXIBILITY

AECC may sponsor or participate in promotions involving the certificate and its
respective terms. For example, we may offer different rates to new clients, to
existing clients, or to individuals who purchase or use other products or
services offered by American Express Company or its affiliates. These promotions
will generally be for a specified period of time.

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

HISTORICAL DATA ON THE S&P 500 INDEX

The following chart illustrates the month-end closing values of the index from
Dec. 31, 1983 through Feb. 29, 2000. The values of the S&P 500 Index are
reprinted with the permission of S&P.
<TABLE>
<CAPTION>

S&P 500 Index values - December 1983 to February 2000

1400

1200

1000 Chart shows closing values of the S&P from above 100 in Dec. 1983
to just under 1400 in Feb. 2000.
800

600

400

200
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

'83 '84 '85 '86 '87 '88 '89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99
</TABLE>

<PAGE>

S&P 500 Index Average Annual Return

Beginning date Period held Average annual
Dec. 31, in years return

1989 10 15.31%

1994 5 26.18

1998 1 19.39

The next chart illustrates, on a moving 52-week basis, the price return of the
S&P 500 Index measured for every 52-week period beginning with the period ended
Dec. 31, 1984. The price return is the percentage return for each period using
month-end closing prices of the S&P 500 Index. Dividends and other distributions
on the securities comprising the S&P 500 Index are not included in calculating
the price return.

S&P 500 Index - December 1984 to February 2000

50%

40%

30% Chart shows 52-Week Moving Price Return of the S&P from a high of
almost 50% to a low of -20%
20%

Label of "Y" axis reads: 12-Month Return
10%

- -10%

- -20%

'84 '85 '86 '87 '88 '89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99

Using the same data on price returns described above, the next graph expands on
the information in the preceding chart by illustrating the distribution of all
the 52-week price returns of the S&P 500 Index beginning with the 52-week period
ending Dec. 31, 1984. The graph also shows the number of times these price
returns fell within certain ranges.

<PAGE>

S&P 500 Index - December 1984 to February 1999

25
Chart shows the distribution of all of the 52-week price
20 returns of the S&P 500 from 12/31/84 through 2/28/99 with
a high of over 25 and a low between 0 and 5.
15
Label of "Y" axis reads: Observations

-15 -10 -5 0 5 10 15 20 25 29.9 >=30

The last chart illustrates, on a moving weekly basis, the actual 52-week return
of the Stock Market Certificate at full and partial participation compared to
the price return of the NYSE Composite Index(R) through October 1992 and the S&P
500 Index after October 1992. For non-guaranteed funds received before Nov. 3,
1992, and guaranteed funds received before Nov. 4, 1992, Stock Market
Certificate participation interest was based on the NYSE Composite Index(R)
rather than the S&P 500 Index.

Actual 52- Week Return - 1/4/94 TO 2/08/00

45%

40%

35%
Chart shows actual returns of the certificate at full
30% and 25% participation with the full participation generally
tracking the market indexes over the period and 25% level
25% of participation tracking at the 25% level of return.

20%

25%

10%

1/94 6/94 12/94 6/95 12/95 5/96 11/96 5/97 11/97 4/98 10/98 4/99 10/99 2/00

<PAGE>

The Stock Market Certificate was first available on Jan. 24, 1990. The
performance reflects the returns on the 52-week anniversary date, falling on a
Wednesday, of each of the weeks shown.

Your interest earnings are tied to the movement of the S&P 500 Index. They will
be based on any increase in this Index as measured on the beginning and ending
date of each 52-week term. Of course, if this Index is not higher on the last
day of your term than it was on the first day, your principal will be secure but
you will earn no participation interest.

The NYSE Composite Index(R) is a registered service mark of the New York Stock
Exchange, Inc. (NYSE) and is a composite covering price movements of all common
stocks listed on the NYSE.

How an index has performed in the past does not indicate how the stock market or
the certificate will perform in the future. There is no assurance that
certificate owners will receive interest on their accounts beyond any minimum
interest or fixed interest selected. The index could decline.

CALCULATION OF RETURN

The increase or decrease in the S&P 500 Index, as well as the actual return paid
to you, is calculated as follows:

Rate of return on S&P 500 Index

Term ending value of S&P 500 Index minus

Term beginning value of S&P 500 Index divided by

Term beginning value of S&P 500 Index equals

Rate of return on S&P 500 Index

The actual return paid to you will depend on your interest participation
selection.

<PAGE>

For example, assume:

Term ending value of S&P 500 Index 1,425

Term beginning value of S&P 500 Index 1,300

Maximum return 10%

Minimum return 2.50%

Partial participation rate 25%

1,425 Term ending value of S&P 500 Index

minus 1,300 Term beginning value of S&P 500 Index

equals 125 Difference between beginning and ending values

125 Difference between beginning and ending values

divided by 1,300 Term beginning value of S&P 500 Index

equals 9.62% Percent increase-- full participation return

9.62% Percent increase or decrease

times 25.00% Partial participation rate

equals 2.40%

plus 2.50% 2.50% minimum interest rate

equals 4.90% Partial participation return

In both cases in the example, the return would be less than the 10% maximum.

<PAGE>

Maximum Return and Partial Participation Minimum Rate History -- The following
table illustrates the maximum annual returns and partial participation minimum
rates that have been in effect since the Stock Market Certificate was
introduced.

Partial
Maximum participation
Start of Term annual return minimum rate

Jan. 24, 1990 18.00% 5.00%

Feb. 5, 1992 18.00 4.00

May 13, 1992 15.00 4.00

Sept. 9, 1992 12.00 3.00

Nov. 11, 1992 10.00 2.50

Nov. 2, 1994 10.00 2.75

April 26, 1995 12.00 3.50

Jan. 17, 1996 10.00 3.25

Feb. 26, 1997 10.00 3.00

May 7, 1997 10.00 2.75

Oct. 8, 1997 10.00 2.50

Dec. 16 1998 9.00 2.50

Feb. 2, 2000 10.00 2.50

Examples:

To help you understand the way this certificate works, here are some
hypothetical examples. The following are three different examples of market
scenarios and how they affect the certificate's return. Assume for all examples
that:

o you purchased the certificate with a $10,000 original investment;

o the partial participation rate is 25%;

o the minimum interest rate for partial participation is 2.50%;

o the maximum total return for full and partial participation is 10%.

<PAGE>

1. If the S&P 500 Index value rises

Week 1/Wed Week 52/Tues

S&P 500 S&P 500
Index 1,000 8% increase in the Index 1,080
S&P 500 Index

Full participation interest Partial participation interest and minimum interest

$10,000 Original investment $10,000 Original investment

+ 800 8% x $10,000 + 250 2.50% (Minimum interest rate)
x $10,000

Participation interest + 200 25% x 8% x $10,000
Participation interest

$10,800 Ending balance $10,450 Ending balance

(8% Total return) (4.50% Total return)

2. If the Market and the S&P 500 Index value fall

Week 1/Wed Week 52/Tues

S&P 500 S&P 500
Index 1,000 4% decrease in the Index 961
S&P 500 Index

Full participation interest Partial participation interest and minimum interest

$10,000 Original investment $10,000 Original investment

+ 0 Participation interest + 250 2.50% (Minimum interest rate)
x $10,000

$10,000 Ending balance + 0 Participation interest

(0% Total return) $10,250 Ending balance

(2.50% Total return)

3. If the Market and the S&P 500 Index value rise above the maximum return

Week 1/Wed Week 52/Tues

S&P 500 S&P 500
Index 1,000 Index 1,160
16% increase in the
S&P 500 Index

Full participation interest Partial participation interest and minimum interest

$10,000 Original investment $10,000 Original investment

+ 1,000 10% x $10,000 + 250 2.50% (Minimum interest rate)
x $10,000

Maximum interest + 400 25% x 16% x $10,000
Participation interest

$11,000 Ending balance $10,650 Ending balance

(10% Total return) (6.50% Total return)

<PAGE>

ABOUT THE S&P 500 INDEX

The description in this prospectus of the S&P 500 Index including its make-up,
method of calculation and changes in its components are derived from publicly
available information regarding the S&P 500 Index. AECC does not assume any
responsibility for the accuracy or completeness of such information.

The S&P 500 Index is composed of 500 common stocks, most of which are listed on
the New York Stock Exchange. The S&P 500 Index is published by S&P and is
intended to provide an indication of the pattern of common stock movement. S&P
chooses the 500 stocks to be included in the S&P 500 Index with the aim of
achieving a distribution by broad industry groupings that approximates the
distribution of these groupings in the U.S. common stock population. Changes in
the S&P 500 Index are reported daily in the financial pages of many major
newspapers. The index used for the American Express Stock Market Certificate
excludes dividends on the 500 stocks.

"Standard & Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard & Poor's 500" and
"500" are trademarks of The McGraw-Hill Companies Inc. and have been licensed
for use by AECC. The certificate is not sponsored, endorsed, sold or promoted by
S&P. S&P makes no representation or warranty, express or implied, to the owners
of the certificate or any member of the public regarding the advisability of
investing in securities generally or in the certificate particularly or the
ability of the S&P 500 Index to track general stock market performance. S&P's
only relationship to AECC is the licensing of certain trademarks and trade names
of S&P and of the S&P 500 Index, which is determined, composed and calculated by
S&P without regard to AECC or the certificate. S&P has no obligation to take the
needs of AECC or the owners of the certificate into consideration in
determining, composing or calculating the S&P 500 Index. S&P is not responsible
for and has not participated in the determination of the timing of, prices at,
or quantities of the certificate to be issued or in the determination or
calculation of the equation by which the certificate is to be converted into
cash. S&P has no obligation or liability in connection with the administration,
marketing or trading of the certificate.

S&P does not guarantee the accuracy and/or the completeness of the S&P 500 Index
or any data included therein and S&P shall have no liability for any errors,
omissions, or interruptions therein. S&P makes no warranty, express or implied,
as to the results to be obtained by AECC, owners of the certificate, or any
person or entity from the use of the S&P 500 Index or any data included therein.
S&P makes no express or implied warranties, and expressly disclaims all
warranties of merchantability or fitness for a particular purpose or use with
respect to the S&P 500 Index or any data included therein. Without limiting any
of the foregoing, in no event shall

<PAGE>

S&P have any liability for any special, punitive, indirect, or consequential
damages (including lost profits), even if notified of the possibility of such
damages.

If for any reason the S&P 500 Index were to become unavailable or not reasonably
feasible to use, we would use a comparable stock market index for determining
participation interest. If this were to occur, we would send you a notice by a
practical means such as correspondence (which may be electronic if you and we
have so agreed) or a quarterly account statement. The notice would indicate the
comparable index and give you the option to withdraw your principal without an
early withdrawal penalty. If you chose early withdrawal, you would lose any
interest accrued during the term.

OPPORTUNITIES AT THE END OF A TERM

Grace period: When your certificate term ends, you have 14 days before a new
term automatically begins. During this 14-day grace period you can:

o change your interest selection,

o add money to your certificate,

o change your term start date,

o withdraw part or all of your money without a withdrawal penalty or loss of
interest,

o or receive your interest in cash.

Fixed interest only: The grace period does not apply if you made the change from
fixed interest back to participation interest during a term as discussed in
"Fixed interest" under "Interest" above. Instead, your new 52-week term will
begin on the Wednesday following our receipt of your notice of your new interest
selection.

New term: If you do not make changes, your certificate will continue with your
current selections when the new term begins 14 days later. You will earn interim
interest during this 14-day grace period. If you don't want to wait 14 days
before starting your next market participation term, you must phone or send
written instructions before your current term ends. You can tell us to start
your next term on any Wednesday that is during the grace period and immediately
following the date on which we receive your notice. Your notice may also tell us
to change your interest selection or add to your certificate. You cannot
withdraw part of your money and skip the 14-day grace period. If you make a
withdrawal, a 7 or 14 day grace period is required. The notification that we
send you at the end of the term cannot be sent before the term ends because
indexing information and interest (if any) are included in the notice and are
not known until the term ends. Any additional payments received during the
current term

<PAGE>

will be applied at the end of the current term. By starting your new term early
and waiving the 14-day grace period, you are choosing to start your next term
without knowing the ending value of your current term.

How to Invest and Withdraw Funds

BUYING YOUR CERTIFICATE

Your American Express financial advisor will help you fill out and submit an
application to open an account with us and purchase a certificate. If you
purchase your certificate other than through an American Express financial
advisor -- for example, through a direct marketing channel -- you may be given
different purchase instructions. We will process the application at our
corporate offices in Minneapolis. When we have accepted your application and we
have received your initial investment, we will send you a confirmation showing
the acceptance date, the date your term begins and the interest selection you
have made detailing your market participation percentage and, if applicable, the
minimum interest rate for your first term. After your term begins, we will send
you notice of the value of the S&P 500 Index on the day your term began. The
rates in effect on the date we accept your application are the rates that apply
to your certificate. See "Purchase policies" below.

Important: When you open an account, you must provide AECC with your correct
Taxpayer Identification Number (TIN), which is either your Social Security or
Employer Identification number. See "Taxes on Your Earnings."

Purchase policies:

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

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

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

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

<PAGE>

TWO WAYS TO MAKE INVESTMENTS

1 By mail

Send your check, by regular or express mail, along with your name and account
number to:

American Express

Financial Advisors Inc.

Client Service Organization

70200 AXP Financial Center

Minneapolis, MN 55474

2 By wire

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

Norwest Bank Minnesota through July 2000

Wells Fargo Minnesota N.A. after July 2000

Routing No. 091000019 Minneapolis, MN

Attn: Domestic Wire Dept.

Give these instructions: Credit American Express Financial Advisors Account
#0000030015 for personal account # (your account number) for (your name).

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

o Minimum amount you may wire: $1,000.

o Wire orders can be accepted only on days when your bank, AEFC, AECC and
Norwest Bank Minnesota (to be renamed Wells Fargo Bank Minnesota N.A. in
July 2000) are open for business.

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

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

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

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

<PAGE>

FULL AND PARTIAL WITHDRAWALS

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

o Complete withdrawal of your certificate is made by giving us proper
instructions. To complete these transactions, see "Two Ways to Request a
Withdrawal or Transfer."

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

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

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

Penalties for withdrawal during a term: If you withdraw money during a term, you
will pay a penalty of 2% of the principal withdrawn. Except to the extent your
balance would be less than $1,000, this penalty will be taken from the remaining
balance, not the amount withdrawn. The 2% penalty is waived upon death of the
certificate owner. When this certificate is owned by a revocable trust, this
penalty also is waived upon death of any grantor of the revocable trust. We will
also waive withdrawal penalties on withdrawals for IRA certificate accounts for
your required distributions. See "Retirement plans special policies".

When you request a full or partial withdrawal during a term, we pay you from the
principal of your certificate.

Loss of interest: If you make a withdrawal at any time other than at the end of
the term, you will lose any interest accrued on the withdrawal amount since we
credit minimum and participation interest only at the end of a term. However, we
will pay accrued fixed and interim interest to the date of the withdrawal.

<PAGE>

Following are examples describing a $2,000 withdrawal during a term for
participation and fixed interest:

Participation interest

Account balance $10,000

Interest (interest is credited at the end of the term) 0

Withdrawal of principal (2,000)

2% withdrawal penalty (40)

Balance after withdrawal $7,960

You will forfeit any accrued interest on the withdrawal amount.

Fixed interest

Account balance $10,000

Interest credited to date 100

Withdrawal of credited interest (100)

Withdrawal of principal (1,900)

2% withdrawal penalty (on $1,900 principal withdrawn) (38)

Balance after withdrawal $8,062

Retirement plans: In addition, you may be subject to IRS penalties for early
withdrawals if your certificate is in an IRA, 401(k) or other qualified
retirement plan account.

Other full and partial withdrawal policies:

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

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

o Any payments to you may be delayed under applicable rules, regulations or
orders of the Securities and Exchange Commission (SEC).

<PAGE>

TRANSFERS TO OTHER ACCOUNTS

You may transfer part or all of your certificate to any other American Express
Certificate or into another new or existing American Express Financial Advisors
Inc. account that has the same ownership (subject to any terms and conditions
that may apply).

TWO WAYS TO REQUEST A WITHDRAWAL OR TRANSFER

1 By phone

Call the Client Service Organization at the telephone numbers listed on the back
cover.

o Maximum phone request: $50,000.

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

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

o We will honor any telephone withdrawal or transfer request and will use
reasonable procedures to confirm authenticity.

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

<PAGE>

2 By mail

Send your name, account number and request for a withdrawal or transfer, by
regular or express mail, to:

American Express

Financial Advisors Inc.

70100 AX Financial Center

Minneapolis, MN 55474

Written requests are required for:

o Transactions over $50,000.

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

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

THREE WAYS TO RECEIVE PAYMENT WHEN YOU WITHDRAW FUNDS

1 By regular or express mail

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

o Payable to name(s) you requested.

o We will charge a fee if you request express mail delivery. We will deduct
this fee from your remaining certificate balance, provided that balance
would not be less than $1,000. If the balance would be less than $1,000, we
will deduct the fee from the proceeds of the withdrawal.

<PAGE>

2 By wire

o Minimum wire withdrawal: $1,000.

o Request that money be wired to your bank.

o Bank account must be in same ownership as AECC account.

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

o We may deduct a service fee from your balance (for partial withdrawals) or
from the proceeds of a full withdrawal.

3 By electronic transfer

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

o No charge.

o Deposited electronically in your bank account.

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

RETIREMENT PLANS: SPECIAL POLICIES

o If the certificate is purchased for a 401(k) plan or other qualified
retirement plan account, the terms and conditions of the certificate apply
to the plan as the owner of this certificate. However, the terms of the
plan, as interpreted by the plan trustee or administrator, will determine
how a participant's benefit under the plan is administered. These terms may
differ from the terms of the certificate.

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

<PAGE>

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

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

o We will waive withdrawal penalties on withdrawals for qualified retirement
plan or IRA certificate accounts for your required minimum distributions.

o If you withdraw all funds from your last account in an IRA at American
Express Trust Company, a termination fee will apply as set out in Your
Guide to IRAs, the IRS disclosure information received when you opened your
account.

o The IRA termination fee will be waived if a withdrawal occurs after you
have reached age 701/2 or upon the owner's death.

TRANSFER OF OWNERSHIP

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

FOR MORE INFORMATION

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

If you purchase your certificate other than through a financial advisor, you may
be given different purchase and withdrawal instructions.

<PAGE>

Taxes on Your Earnings

Participation and minimum interest on your certificate is taxable when credited
to your account. Fixed and interim interest are fully taxable as earned. Each
calendar year we provide the certificate account owner and the IRS with reports
of all earnings equal to and over $10 (Form 1099). Withdrawals are reported to
the certificate owner and the IRS on Form 1099-B, "Proceeds from Broker and
Barter Exchange Transactions."

Revised proposed regulations: The IRS has issued revised proposed regulations
governing the tax treatment of debt instruments which provide for variable rates
of interest. This includes interest based on the price of property that is
actively traded or on an index of the prices of such property. Under these
revised proposed regulations, the American Express Stock Market Certificate is
likely to constitute a debt instrument that would be treated as a variable rate
debt instrument (VRDI) rather than a contingent debt instrument (CDI). If the
American Express Stock Market Certificate constitutes a VRDI, then the income
earned on the certificate will be treated as original issue discount and
reported when credited to the owner's account. If the certificate is not treated
as a VRDI, but rather is treated as a CDI, then the owner may have taxable
income to report, even though the account owner has not received any cash
distributions. Furthermore, the timing and character of the income may be
different from that of a VRDI. AECC cannot guarantee whether the revised
proposed regulations will be adopted as final in this present form or will again
be modified. As always, you should consult your tax advisor for information
regarding the tax implications of your certificate.

RETIREMENT ACCOUNTS

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

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

<PAGE>

Withdrawals from retirement accounts are generally subject to a penalty tax of
10% by the IRS if you make them before age 591/2, unless you are disabled or if
they are made by your beneficiary in the event of your death. Other exceptions
may also apply.

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

GIFTS TO MINORS

The certificate may be given to a minor under either the Uniform Gifts or
Uniform Transfers to Minors Act (UGMA/UTMA), whichever applies in your state.
UGMAs/UTMAs are irrevocable. Generally, under federal tax laws, income over
$1,400 for the year 2000 on property owned by children under age 14 will be
taxed at the parents' marginal tax rate, while income on property owned by
children 14 or older will be taxed at the child's rate.

Your TIN and backup withholding: As with any financial account you open, you
must list your current and correct TIN, which is either your Social Security or
Employer Identification number. You must certify your TIN under penalties of
perjury on your application when you open an account.

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

o a $50 penalty for each failure to supply your correct TIN;

o a civil penalty of $500 if you make a false statement that results in no
backup withholding; and

o criminal penalties for falsifying information.

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

<PAGE>

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

HOW TO DETERMINE THE CORRECT TIN

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

Individual or joint account The individual or one of the owners
listed on the joint account

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

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

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

Sole proprietorship The owner

Partnership The partnership

Corporate The corporation

Association, club or tax-exempt The organization
organization

For details on TIN requirements, ask your financial advisor or contact your
local American Express Financial Advisors Inc. office for federal Form W-9,
"Request for Taxpayer Identification Number and Certification." You also may
obtain the form on the Internet at (http://www.irs.gov/prod/forms_pubs/).

FOREIGN INVESTORS

Tax treatment of your investment: If you are not a citizen or resident of the
United States (nonresident alien), who has supplied AECC with Form W-8,
Certificate of Foreign Status, interest paid on your certificate is most likely
"portfolio interest" as defined in U.S. Internal Revenue Code Section 871(h). If
the certificate is treated as a CDI, part of the earned income may be treated as
a capital gain instead of portfolio interest. Form W-8 must be supplied with
both a current mailing address and an address of foreign residency, if
different. AECC will not accept purchases of certificates by nonresident aliens
without an appropriately certified Form W-8 (or approved substitute). The Form
W-8, in effect before January 1, 2001, must be resupplied every three calendar
years. If you have supplied a Form W-8 that certifies that you are a nonresident
alien, the interest income or capital gain will be reported at year end to you
and to the U.S. government on a Form 1042-S, Foreign Person's U.S. Source Income
Subject to Withholding. Your interest income or capital gain will be reported to
the IRS even though it is not taxed by the U.S. government. The United States
participates in various tax treaties with foreign countries. Those treaties
provide that tax information may be shared upon request between the United
States and such foreign governments.

<PAGE>

Changes in tax regulation: The U.S. Internal Revenue Service has issued new
regulations changing the certification requirements for nonresident aliens. As a
result of the changes, new Forms W-8 have been designed and are available for
use. AECC will need the new forms on file for all clients by January 1, 2001.
Depending on your status, you may provide us with any one of four new Forms W-8.
Most clients will use Form W-8BEN, Certificate of Foreign Status of Beneficial
Owner for United States Tax Withholding, but consult your tax advisor to ensure
that you are using the correct form. The new Forms W-8 must be resupplied every
four calendar years, up from three years with the current form.

A few other changes may affect you. Foreign trusts must apply for a permanent
U.S. individual tax identification number (ITIN). Individuals applying for
benefits under a tax treaty will have additional requirements.

Withholding taxes: If you fail to provide a Form W-8 as required above, you will
be subject to 31% backup withholding on interest payments and withdrawals from
certificates.

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

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

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

<PAGE>

How Your Money Is Used and Protected

INVESTED AND GUARANTEED BY AECC

AECC, a wholly owned subsidiary of AEFC, issues and guarantees the American
Express Stock Market Certificate. We are by far the largest issuer of face
amount certificates in the United States, with total assets of more than $3.7
billion and a net worth in excess of $141 million on Dec. 31, 1999.

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,

o and various expenses, including taxes, fees to AEFC for advisory and other
services, distribution fees to American Express Financial Advisors Inc.,
selling agent fees to selling agents, and transfer agent fees to American
Express Client Service Corporation (AECSC).

For a review of significant events relating to our business, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations." No
national rating agency rates our certificates.

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

REGULATED BY GOVERNMENT

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

<PAGE>

outstanding certificates by more than $238 million. The law requires us to use
amortized cost for these regulatory purposes. Among other things, the law
permits Minnesota statutes to govern qualified assets of AECC as described in
Note 2 to the financial statements. In general, amortized cost is determined by
systematically increasing the carrying value of a security if acquired at a
discount, or reducing the carrying value if acquired at a premium, so that the
carrying value is equal to maturity value on the maturity date.

As a condition to regulatory relief from the SEC, AECC has agreed to maintain
capital and surplus equal to 5% of outstanding liabilities on certificates (not
including loans made on certificates in accordance with terms of some
certificates that no longer are offered by AECC). AECC is not obligated to
continue to rely on the relief and continue to comply with the conditions of the
relief. Similarly, AECC has entered into a written, informal understanding with
the Minnesota Commerce Department that AECC will maintain capital equal to 5% of
the assets of AECC (less any loans on outstanding certificates). When computing
its capital for these purposes, AECC values its assets on the basis of statutory
accounting for insurance companies rather than generally accepted accounting
principles.

BACKED BY OUR INVESTMENTS

Our investments are varied and of high quality. This was the composition of our
portfolio as of Dec. 31, 1999:

Type of investment Net amount invested

Corporate and other bonds 49%

Government agency bonds 22

Preferred stocks 16

Mortgages 11

Municipal bonds 1

Cash and cash equivalents 1

As of Dec. 31, 1999 about 89% of our securities portfolio (including 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,
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, 1999 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.

<PAGE>

INVESTMENT POLICIES

In deciding how to diversify the portfolio -- among what types of investments in
what amounts -- the officers and directors of AECC 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 whether a company can 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, AECC relies both on independent rating agencies
and the investment manager's credit analysis. Under normal circumstances, at
least 85% of the securities in AECC's portfolio will be rated investment grade,
or in the opinion of AECC's investment advisor will be the equivalent of
investment grade. Under normal circumstances, AECC 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 AECC and will be sold only when AECC believes it is advantageous
to do so.

As of Dec. 31, 1999, AECC held about 11% 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.

<PAGE>

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 (selling securities for others) under
federal securities laws.

Borrowing money --

From time to time we have established a line of credit with banks 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. There is no limit on the extent to which we may borrow
money, except that borrowing must be through the sale of certificates, or must
be short-term and privately arranged and not intended to be publicly offered.

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 equity investments in real estate,
either directly or through a subsidiary of AECC, will be less than 5% of AECC's
assets.

Lending securities --

We may lend some of our securities to broker-dealers and receive cash equal to
the market value of the securities as collateral. We invest this cash in
short-term securities. If the market value of the securities goes up, the
borrower pays us additional cash. During the course of the loan, the borrower
makes cash payments to us equal to all interest, dividends and other
distributions paid on the loaned securities. We will try to vote these
securities if a major event affecting our investment is under consideration. We
expect that outstanding securities loans will not exceed 10% of AECC's assets.

When-issued securities --

Some 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 available for sale, 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. AECC's ability to invest in when-issued securities is not limited
except by its ability to set aside cash or high quality investments to meet
when-issued commitments. When-issued securities are subject to market
fluctuations and they may affect AECC's investment portfolio the same as owned
securities.

<PAGE>

Financial transactions including hedges --

We buy or sell various types of options contracts for hedging purposes or as a
trading technique to facilitate securities purchases or sales. We 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. AECC may enter into other
financial transactions, including futures and other derivatives, for the purpose
of managing the interest rate exposures associated with AECC'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. There is
not a limit on AECC's ability to enter into financial transactions to manage the
interest rate risk associated with AECC's assets and liabilities, but AECC does
not foresee a likelihood that it will be feasible to hedge most or all of its
assets or liabilities. We do not use derivatives for speculative purposes.

Illiquid securities --

A security is illiquid if it cannot be sold in the normal course of business
within seven days at approximately its current market value. Some investments
cannot be resold to the U.S. public because of their terms or government
regulations. All securities, however can be sold in private sales, and many may
be sold to other institutions and qualified buyers or on foreign markets. AECC'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
AECC's investment portfolio will be held in securities that are illiquid. In
valuing its investment portfolio to determine this 15% limit, AECC 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 AECC AND
AMERICAN EXPRESS FINANCIAL CORPORATION

AECC 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, changed its name to IDS Certificate Company on
April 2, 1984, and to American Express Certificate Company on April 26, 2000.

AECC files reports on Form 10-K and 10-Q with the 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 AECC 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. AECC 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, 1999, AEFC managed or
administered investments, including its own, of more than $262 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 600 supervisory offices, more than
3,800 branch offices and 9,480 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.

<PAGE>

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 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) and Travelers
Cheque and related services.

CAPITAL STRUCTURE AND CERTIFICATES ISSUED

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

As of the fiscal year ended Dec. 31, 1999, AECC had issued (in face amount)
$90,939,275 of installment certificates and $1,508,505,715 of single payment
certificates. As of Dec. 31, 1999, AECC had issued (in face amount)
$13,684,206,836 of installment certificates and $19,860,383,374 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,

o and 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 AECC 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

Included assets Percentage of total 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 AECC except mortgage loans, real estate, and
any other asset on which we pay an outside advisory or service fee.

Advisory and services fee for the past three years

Percentage of
Year Total fees included assets

1999 $8,691,974 0.26%

1998 9,084,332 0.24

1997 17,232,602 0.50

Estimated advisory and services fees for 2000 are $8,604,000.

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

o costs incurred by us in connection with real estate and mortgages;

o taxes;

o depository and custodian fees;

o brokerage commissions;

o fees and expenses for services not covered by other agreements and provided
to us at our request, or by requirement, by attorneys, auditors, examiners
and professional consultants who are not officers or employees of AEFC;

o fees and expenses of our directors who are not officers or employees of
AEFC;

o provision for certificate reserves (interest accrued on certificate owner
accounts); and

o expenses of customer settlements not attributable to sales function.

<PAGE>

DISTRIBUTION

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

o 0.90% of the initial investment on the first day of the certificate's term,
and

o 0.90% of the certificate's reserve at the beginning of each subsequent
term,

for certificates sold through American Express Financial Advisors, but not for
certificates sold through Securities America, Inc. (SAI) or American Express
Bank International (AEBI).

This fee is not assessed to your certificate account.

Total distribution fees paid to American Express Financial Advisors Inc. for all
series of certificates amounted to $27,950,987 during the year ended Dec. 31,
1999. We expect to pay American Express Financial Advisors Inc. distribution
fees amounting to $29,408,000 during 2000.

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

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

SELLING AGENT AGREEMENTS WITH AMERICAN
EXPRESS BANK INTERNATIONAL AND SECURITIES
AMERICA, INC.

In turn, under Selling Agent Agreements with American Express Financial Advisors
Inc., AEBI and SAI receive compensation for their services as selling agents for
this certificate as follows:

o AEBI receives a fee equal to 1.0% per term of the principal amount of each
certificate for which AEBI is the selling agent.

o SAI receives a sales commission equal to 0.80%, and marketing support fees
and other compensation equal to 0.08%, per term of the principal amount of
each certificate for which SAI is the selling agent.

American Express Financial Advisors Inc. has entered into a consulting agreement
with AEBI under which AEBI provides consulting services related to any selling
agent agreements between American Express Financial Advisors Inc. and other Edge
Act corporations. For these services, American Express Financial Advisors Inc.
pays AEBI a fee for this certificate equal to 0.20% per term of the principal
amount of each certificate for which another Edge Act

<PAGE>

corporation is the selling agent.

Such payments will be made quarterly in arrears.

These fees are not assessed to your certificate account.

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

AEBI has an extensive international high net-worth client base that is serviced
by a marketing staff in New York and Florida. The banking and financial products
offered by AEBI include checking, money market and time deposits, credit
services, check collection services, foreign exchange, funds transfer,
investment advisory services and securities brokerage services. As of Dec. 31,
1999, AEBI had total assets of $491 million and total equity of $174 million.

Although AEBI is a banking entity, the American Express Stock Market Certificate
is not a bank product, nor is it backed or guaranteed by AEBI, by AEBL, or by
any other bank, nor is it guaranteed or insured by the FDIC or any other federal
agency. AEBI is registered where necessary as a securities broker-dealer.

OTHER SELLING AGENTS

This certificate may be sold through other selling agents, under arrangements
with American Express Financial Advisors Inc. at commissions of up to:

o .88% of the initial investment on the first day of the certificate's term;
and

o .88% of the certificate's reserve at the beginning of each subsequent term.

This fee is not assessed to your certificate account.

<PAGE>

TRANSFER AGENT

Under a Transfer Agency Agreement, AECSC, a wholly owned subsidiary of AEFC,
maintains certificate owner accounts and records. AECC 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 an affiliate of American Express Company as executing broker for
our portfolio transactions only if:

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

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

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

DIRECTORS AND OFFICERS

AECC's sole shareholder, AEFC, elects the board of directors that oversees
AECC's operations. The board annually elects the directors, chairman, president
and controller for a term of one year. The president appoints the other
executive officers.

We paid a total of $32,000 during 1999 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.

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.

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

<PAGE>

Richard W. Kling*
Born in 1940. Director since 1996. Chairman of the board of directors from 1996
to 2000. 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. President since June 1998. Piper Capital Management (PCM)
President from October 1997 to May 1998. PCM Director of Marketing from June
1995 to October 1997. PCM Director of Retail Marketing from December 1993 to
June 1995.

Pamela J. Moret*
Born in 1956. Director since December 1999. Chair of the board of directors
since January 2000. Senior vice president - Investment Products since November
1999. Vice president - Variable Assets & Services from 1997 to 1999. Vice
president - Retail Services Group from 1996 to 1997. Vice president -
Communications from 1992 to 1996. Various attorney positions in General
Counsel's Office from 1982 to 1992.

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

Executive officers

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

<PAGE>

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

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

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.

Philip C. Wentzel
Born in 1961. Vice president and controller of AECC since January 2000. Vice
president - Finance, Insurance Products of AEFC since 1997. Vice president and
controller of IDS Life since 1998. Director, Financial Reporting and Analysis -
IDS Life from 1992 to 1997.

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

AECC 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 our financial statements at Dec. 31,
1999 and 1998 and for each of the years in the three-year period ended Dec. 31,
1999. These statements are included in this prospectus. Ernst & Young LLP is
also the auditor for American Express Company, the parent company of AEFC and
AECC.

<PAGE>

AMERICAN EXPRESS CERTIFICATES

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

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

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

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

American Express Market Strategy Certificate -- A certificate that pays interest
at a fixed rate or linked to one-year stock market performance, as measured by a
broad market index, for a series of one-year terms starting every month or at
other intervals the client selects.

American Express Preferred Investors Certificate -- A single payment certificate
that combines a competitive fixed rate of return with AECC's guarantee of
principal for large investments of $250,000 to $5 million.

<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, AECC will consider the financial condition of the issuer or
the protection afforded by the terms of the security.

<PAGE>

Quick telephone reference*

800-862-7919 American Express Easy Access Line
Account value, cash transaction information,
current rate information (automated
response, Touchtone(R) phones only)

800-862-7919 Client Service Organization
Withdrawals, transfers, inquiries

800-846-4852 TTY Service
For the hearing impaired

*You may experience delays when call volumes are high

American Express Stock Market Certificate

200 AXP Financial Center

Minneapolis, MN 55474

Web site address: http://www.americanexpress.com/advisors

Distributed by
American Express
Financial Advisors Inc.

S-6009 N (4/00)

<PAGE>

Annual Financial Information

Summary of selected financial information
- --------------------------------------------------------------------------------

The following selected financial information has been derived from the audited
financial statements and should be read in conjunction with those statements and
the related notes to financial statements. Also see "Management's discussion and
analysis of financial condition and results of operations" for additional
comments.

<S> <C> <C> <C> <C> <C>
Year Ended Dec. 31, 1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------------------------------------------------------------
($ thousands)
Statement of Operations Data:
Investment income $254,344 $273,135 $258,232 $251,481 $256,913
Investment expenses 77,235 76,811 70,137 62,851 62,817
- ----------------------------------------------------------------------------------------------------------------------------------

Net investment income before provision for
certificate reserves and income tax (expense) benefit 177,109 196,324 188,095 188,630 194,096
Net provision for certificate reserves 138,555 167,108 165,136 171,968 176,407
- ----------------------------------------------------------------------------------------------------------------------------------

Net investment income before income
tax (expense) benefit 38,554 29,216 22,959 16,662 17,689
Income tax (expense) benefit (4,615) 265 3,682 6,537 9,097
- ----------------------------------------------------------------------------------------------------------------------------------

Net investment income 33,939 29,481 26,641 23,199 26,786
- ----------------------------------------------------------------------------------------------------------------------------------

Net realized gain (loss) on investments:
Securities of unaffiliated issuers 1,250 5,143 980 (444) 452
Other - unaffiliated - - - 101 (120)
- ----------------------------------------------------------------------------------------------------------------------------------

Net realized gain (loss) on investments
before income taxes 1,250 5,143 980 (343) 332
Income tax (expense) benefit (437) (1,800) (343) 120 (117)
- ----------------------------------------------------------------------------------------------------------------------------------

Net realized gain (loss) on investments 813 3,343 637 (223) 215
Net income - wholly owned subsidiary 4 1,646 328 1,251 373
- ----------------------------------------------------------------------------------------------------------------------------------

Net income $34,756 $34,470 $27,606 $24,227 $27,374
- ----------------------------------------------------------------------------------------------------------------------------------

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

Balance Sheet Data:
Total assets $3,761,068 $3,834,244 $4,053,648 $3,563,234 $3,912,131
Certificate loans 28,895 32,343 37,098 43,509 51,147
Certificate reserves 3,536,659 3,404,883 3,724,978 3,283,191 3,628,574
Stockholder's equity 141,702 222,033 239,510 194,550 250,307
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<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 due to changes in the
mix of fully taxable and tax-advantaged investments in the IDSC portfolio.

During 1999, total assets decreased $73 million whereas certificate reserves
increased $132 million. The decreases in total assets and accounts payable and
accrued liabilities resulted primarily from net repayments under reverse
repurchase agreements of $116 million. The decrease in total assets reflects
also, a decrease in net unrealized appreciation on investment securities
classified as available for sale of $115 million. The increase in certificate
reserves resulted primarily from interest accruals of $203 million offset by
certificate maturities and surrenders exceeding certificate sales by $71
million.

During 1998, total assets and certificate reserves decreased $219 million and
$320 million, respectively. The decreases in total assets and certificate
reserves resulted primarily from 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 1998. 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.

1999 Compared to 1998:

Gross investment income decreased 6.9% due primarily to a lower average balance
of invested assets.

Investment expenses increased slightly in 1999. The slight increase resulted
primarily from the net of higher amortization of premiums paid for index options
of $10.1 million and lower interest expense on reverse repurchase and interest
rate swap agreements of $6.5 million, lower distribution fees of $2.3 million
and lower investment advisory and services and transfer agent fees of $.8
million.

Net provision for certificate reserves decreased 17.1% due primarily to lower
accrual rates during 1999.

The decrease in income tax benefit resulted primarily from less tax-advantaged
investment income.

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.

<PAGE>

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 less tax-advantaged
investment 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 1999 reflecting clients' ongoing desire for
safety of principal. Sales of certificates totaled $1.5 billion in 1999 compared
to $1.1 billion in 1998 and $1.5 billion in 1997. The higher certificate sales
in 1999 over 1998 resulted primarily from special promotions of the seven- and
13-month term IDS Flexible Savings Certificate which produced sales of $295
million. Certificate sales in 1999 benefited also, from higher sales of the IDS
Market Strategy Certificate and American Express Investors Certificate of $95
million and $118 million, respectively.

A special promotion of the seven-month term IDS Flexible Savings Certificate was
offered from March 10, 1999 to June 8, 1999, 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 100 basis points (1.00%) above the Bank Rate Monitor Top 25 Market AverageTM
of comparable length certificates of deposit. Certificate sales during the
promotion period totaled $168 million.

In August of 1999, IDSC introduced special seven- and 13-month term IDS Flexible
Savings Certificates that offer interest rates competitive with those of
certificates of deposit offered online by an affiliated company of IDSC. This
special offer applies to both new and existing certificate accounts and will end
April 26, 2000. Sales of the seven- and 13-month term IDS Flexible Savings
Certificate receive a special interest rate of 70 basis points (.70%) and 80
basis points (.80%), respectively, over the rate in effect at the time of sale
for the six- and 12-month term IDS Flexible Savings Certificate, respectively.
Certificate sales since introduction in August of 1999 totaled $127 million.

Certificate maturities and surrenders totaled $1.7 billion during both 1999 and
1998 compared to $1.3 billion in 1997. The higher certificate maturities and
surrenders in 1998 compared to 1997, resulted primarily from $242 million of
surrenders of the seven- and 13-month term IDS Flexible Savings Certificate
which were sold from Sept. 10, 1997 to Nov. 25, 1997. 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

<PAGE>

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.

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, 1999, securities classified as held to maturity and carried at
amortized cost were $.5 billion. Securities classified as available for sale and
carried at fair value were $2.6 billion. These securities, which comprise 84% of
IDSC's total invested assets, are well diversified. Of these securities,
approximately 97% have fixed maturities of which 89% 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, 1999, securities classified as available for sale
were sold with an amortized cost and fair value of $102 million and $105
million, respectively. The securities were sold in general management of the
investment portfolio. There were no sales of held-to-maturity securities during
the year ended Dec. 31, 1999.

There were no transfers of available-for-sale or held-to-maturity securities
during the years ended Dec. 31, 1999 and 1998.

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 effects in the future will differ from those
quantified below.

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

<PAGE>

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, 1999 and
1998, would be approximately $8.2 million and $7.5 million for 1999 and 1998,
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, 1999 and 1998, 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:

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
coordinated the Year 2000 (Y2K) efforts on behalf of all of its businesses and
subsidiaries. Representatives of AEFC participated in these efforts.

IDSC, to date, has not experienced any material systems failures related to the
Y2K rollover. American Express' and AEFC's remediation plan for the Y2K issue is
discussed in detail in IDSC's 1998 10-K report and 1999 10-Q reports. American
Express and AEFC will continue their Y2K monitoring and address any issues that
may arise from internal systems or those of third parties. American Express' and
AEFC's cumulative costs since inception of the Y2K initiative were $505 million
and $68 million, respectively, through Dec. 31, 1999, and are expected to be
approximately $10 million and $0.8 million, respectively, in 2000. The majority
of these costs are managed by and included in American Express' Corporate and
Other segment, as most remediation efforts are related to systems that are
maintained by the American Express Technologies organization. Costs related to
Y2K have not had a material adverse effect on IDSC's results of operations or
financial condition.

Ratios:

The ratio of stockholder's equity, excluding accumulated other comprehensive
(loss) income net of tax, to total assets less certificate loans and net
unrealized holding gains/losses on investment securities (capital to asset
ratio) at Dec. 31, 1999 and 1998 was 5.5% and 5.6%, respectively. Under an
informal agreement established with the Commissioner of Commerce for the State
of Minnesota, IDSC has agreed to maintain at all times a minimum capital to
asset ratio of 5.0%.

<PAGE>

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 accounting principles generally
accepted in the United States which are 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, 1999 and 1998, 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, 1999. 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 auditing standards generally accepted
in the United States. 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, 1999
and 1998 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, 1999 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999, in conformity
with accounting principles generally accepted in the United States.

ERNST & YOUNG LLP
Minneapolis, Minnesota
February 3, 2000

<PAGE>

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

Assets
<S> <C> <C>
Qualified Assets (note 2) 1999 1998
- ----------------------------------------------------------------------------------------------------------------------------------
($ thousands)
Investments in unaffiliated issuers (notes 3, 4 and 10):
Cash and cash equivalents $47,086 $-
Held-to-maturity securities 464,648 592,815
Available-for-sale securities 2,620,747 2,710,545
First mortgage loans on real estate 378,047 334,280
Certificate loans - secured by certificate reserves 28,895 32,343
Investments in and advances to affiliates 422 418
- ----------------------------------------------------------------------------------------------------------------------------------

Total investments 3,539,845 3,670,401
- ----------------------------------------------------------------------------------------------------------------------------------

Receivables:
Dividends and interest 41,584 46,579
Investment securities sold 953 3,085
- ----------------------------------------------------------------------------------------------------------------------------------

Total receivables 42,537 49,664
- ----------------------------------------------------------------------------------------------------------------------------------

Other (note 9) 123,845 96,213
- ----------------------------------------------------------------------------------------------------------------------------------

Total qualified assets 3,706,227 3,816,278
- ----------------------------------------------------------------------------------------------------------------------------------

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

Deferred federal income taxes (note 8) 42,590 1,095
Due from affiliate - 1,082
Deferred distribution fees and other 12,251 15,789
- ----------------------------------------------------------------------------------------------------------------------------------

Total other assets 54,841 17,966
- ----------------------------------------------------------------------------------------------------------------------------------

Total assets $3,761,068 $3,834,244
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Balance Sheets, Dec. 31, (continued)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Liabilities and Stockholder's Equity

Liabilities 1999 1998
- ----------------------------------------------------------------------------------------------------------------------------------
($ thousands)
Certificate Reserves (note 5):
Installment certificates:
Reserves to mature $263,204 $309,110
Additional credits and accrued interest 10,932 15,062
Advance payments and accrued interest 838 894
Other 56 55
Fully paid certificates:
Reserves to mature 3,120,351 2,909,891
Additional credits and accrued interest 140,988 169,514
Due to unlocated certificate holders 290 357
- ----------------------------------------------------------------------------------------------------------------------------------

Total certificate reserves 3,536,659 3,404,883
- ----------------------------------------------------------------------------------------------------------------------------------

Accounts Payable and Accrued Liabilities:
Due to Parent (note 7A) 733 771
Due to Parent for federal income taxes 4,126 7,381
Due to other affiliates (notes 7B through 7E) 515 426
Reverse repurchase agreements 25,000 141,000
Payable for investment securities purchased 1,734 2,211
Other (notes 9 and 10) 50,599 55,539
- ----------------------------------------------------------------------------------------------------------------------------------

Total accounts payable and accrued liabilities 82,707 207,328
- ----------------------------------------------------------------------------------------------------------------------------------

Total liabilities 3,619,366 3,612,211
- ----------------------------------------------------------------------------------------------------------------------------------

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 2,879 3,710
Appropriated for additional interest on advance payments 10 10
Unappropriated 59,210 63,623
Accumulated other comprehensive (loss) income - net of tax (note 1) (65,741) 9,346
- ----------------------------------------------------------------------------------------------------------------------------------

Total stockholder's equity 141,702 222,033
- ----------------------------------------------------------------------------------------------------------------------------------

Total liabilities and stockholder's equity $3,761,068 $3,834,244
- ----------------------------------------------------------------------------------------------------------------------------------

See notes to financial statements.

</TABLE>

<PAGE>

Statements of Operations
- ----------------------------------------------------------------------------------------------------------------------------------

Year ended Dec. 31, 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------------
($ thousands)
<S> <C> <C> <C>
Investment Income
Interest income from unaffiliated investments:
Bonds and notes $188,062 $209,408 $191,190
Mortgage loans on real estate 27,294 18,173 18,053
Certificate loans 1,662 1,896 2,200
Dividends 35,228 40,856 44,543
Other 2,098 2,802 2,246
- ----------------------------------------------------------------------------------------------------------------------------------

Total investment income 254,344 273,135 258,232
- ----------------------------------------------------------------------------------------------------------------------------------

Investment Expenses
Parent and affiliated company fees (note 7):
Distribution 31,484 33,783 34,507
Investment advisory and services 8,692 9,084 17,233
Transfer agent 3,572 3,932 -
Depository 238 250 238
Options (note 9) 31,095 21,012 14,597
Interest rate caps, corridors and floors (note 9) - - 35
Reverse repurchase agreements 677 3,689 1,217
Interest rate swap agreements (note 9) 1,146 4,676 1,956
Other 331 385 354
- ----------------------------------------------------------------------------------------------------------------------------------

Total investment expenses 77,235 76,811 70,137
- ----------------------------------------------------------------------------------------------------------------------------------

Net investment income before provision for certificate
reserves and income tax (expense) benefit $177,109 $196,324 $188,095
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

Statements of Operations (continued)
- ------------------------------------------------------------------------------------------------------------------------------------

Year ended Dec. 31, 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
($ thousands)
Provision for Certificate Reserves (notes 5 and 9)
According to the terms of the certificates:
Provision for certificate reserves $11,493 $9,623 $9,796
Interest on additional credits 874 1,032 1,244
Interest on advance payments 33 44 50
Additional credits/interest authorized by IDSC:
On fully paid certificates 118,371 146,434 141,515
On installment certificates 8,676 11,001 13,560
- ----------------------------------------------------------------------------------------------------------------------------------

Total provision for certificate reserves before reserve recoveries 139,447 168,134 166,165
Reserve recoveries from terminations prior to maturity (892) (1,026) (1,029)
- ----------------------------------------------------------------------------------------------------------------------------------

Net provision for certificate reserves 138,555 167,108 165,136
- ----------------------------------------------------------------------------------------------------------------------------------

Net investment income before income tax (expense) benefit 38,554 29,216 22,959
Income tax (expense) benefit (note 8) (4,615) 265 3,682
- ----------------------------------------------------------------------------------------------------------------------------------

Net investment income 33,939 29,481 26,641
- ----------------------------------------------------------------------------------------------------------------------------------

Net realized gain on investments
Securities of unaffiliated issuers before income tax expense 1,250 5,143 980
- ----------------------------------------------------------------------------------------------------------------------------------

Income tax (expense) benefit (note 8):
Current (1,151) (1,800) (304)
Deferred 714 - (39)
- ----------------------------------------------------------------------------------------------------------------------------------

Total income tax expense (437) (1,800) (343)
- ----------------------------------------------------------------------------------------------------------------------------------

Net realized gain on investments 813 3,343 637
- ----------------------------------------------------------------------------------------------------------------------------------

Net income - wholly owned subsidiary 4 1,646 328
- ----------------------------------------------------------------------------------------------------------------------------------

Net income $34,756 $34,470 $27,606
- ----------------------------------------------------------------------------------------------------------------------------------

See notes to financial statements.
</TABLE>

<PAGE>

Statements of Comprehensive Income
- ----------------------------------------------------------------------------------------------------------------------------------

Year ended Dec. 31, 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
($ thousands)

Net income $34,756 $34,470 $27,606
- ----------------------------------------------------------------------------------------------------------------------------------

Other comprehensive (loss) income (note 1)
Unrealized (losses) gains on available-for-sale
securities:
Unrealized holding (losses) gains arising during year (112,460) (32,020) 26,639
Income tax benefit (expense) 39,361 11,207 (9,324)
- ----------------------------------------------------------------------------------------------------------------------------------

Net unrealized holding (losses) gains arising during period (73,099) (20,813) 17,315
- ----------------------------------------------------------------------------------------------------------------------------------

Reclassification adjustment for (gains) losses included in net income (3,058) (2,514) 59
Income tax expense (benefit) 1,070 880 (20)
- ----------------------------------------------------------------------------------------------------------------------------------

Net reclassification adjustment for (gains) losses included in net income (1,988) (1,634) 39
- ----------------------------------------------------------------------------------------------------------------------------------

Net other comprehensive (loss) income (75,087) (22,447) 17,354
- ----------------------------------------------------------------------------------------------------------------------------------

Total comprehensive (loss) income ($40,331) $12,023 $44,960
- ----------------------------------------------------------------------------------------------------------------------------------

See notes to financial statements.

</TABLE>

<PAGE>

Statements of Stockholder's Equity
- ------------------------------------------------------------------------------------------------------------------------------------

Year ended Dec. 31, 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
($ thousands)

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

Additional Paid-in Capital
Balance at beginning and end of year $143,844 $143,844 $143,844
- ----------------------------------------------------------------------------------------------------------------------------------

Retained Earnings
Appropriated for predeclared additional credits/interest (note 5B)
Balance at beginning of year $3,710 $6,375 $11,989
Transferred to unappropriated retained earnings (831) (2,665) (5,614)
- ----------------------------------------------------------------------------------------------------------------------------------

Balance at end of year $2,879 $3,710 $6,375
- ----------------------------------------------------------------------------------------------------------------------------------

Appropriated for additional interest on advance payments (note 5C)
Balance at beginning of year $10 $50 $50
Transferred to unappropriated retained earnings - (40) -
- ----------------------------------------------------------------------------------------------------------------------------------

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

Unappropriated (note 6)
Balance at beginning of year $63,623 $55,948 $22,728
Net income 34,756 34,470 27,606
Transferred from appropriated retained earnings 831 2,705 5,614
Cash dividends declared (40,000) (29,500) -
- ----------------------------------------------------------------------------------------------------------------------------------

Balance at end of year $59,210 $63,623 $55,948
- ----------------------------------------------------------------------------------------------------------------------------------

Accumulated other comprehensive (loss) income -
net of tax (note 1)
Balance at beginning of year $9,346 $31,793 $14,439
Net other comprehensive (loss) income (75,087) (22,447) 17,354
- ----------------------------------------------------------------------------------------------------------------------------------

Balance at end of year ($65,741) $9,346 $31,793
- ----------------------------------------------------------------------------------------------------------------------------------

Total stockholder's equity $141,702 $222,033 $239,510
- ----------------------------------------------------------------------------------------------------------------------------------

See notes to financial statements.
</TABLE>

<PAGE>

Statements of Cash Flows
- -----------------------------------------------------------------------------------------------------------------------------------

Year ended Dec. 31, 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
($ thousands)
Cash Flows from Operating Activities
Net income $34,756 $34,470 $27,606
Adjustments to reconcile net income to net
cash provided by operating activities:
Net income of wholly owned subsidiary (4) (1,646) (328)
Net provision for certificate reserves 138,555 167,108 165,136
Interest income added to certificate loans (1,037) (1,180) (1,414)
Amortization of premiums/discounts-net 29,030 22,620 15,484
Provision for deferred federal income taxes (1,063) (3,088) (2,266)
Net realized gain on investments before income taxes (1,250) (5,143) (980)
Decrease (increase) in dividends and interest receivable 4,995 2,238 (4,804)
Decrease in deferred distribution fees 3,533 5,310 4,434
Decrease (increase) in other assets 1,082 (1,082) -
(Decrease) increase in other liabilities (18,390) 16,814 443
- ----------------------------------------------------------------------------------------------------------------------------------

Net cash provided by operating activities 190,207 236,421 203,311
- ----------------------------------------------------------------------------------------------------------------------------------

Cash Flows from Investing Activities
Maturity and redemption of investments:
Held-to-maturity securities 134,907 161,649 76,678
Available-for-sale securities 426,257 468,218 408,019
Other investments 73,387 76,894 79,929
Sale of investments:
Held-to-maturity securities - 6,245 33,910
Available-for-sale securities 107,244 344,901 160,207
Certificate loan payments 4,162 4,006 4,814
Purchase of investments:
Held-to-maturity securities (6,785) (1,034) (4,565)
Available-for-sale securities (554,270) (663,347) (1,283,620)
Other investments (102,183) (189,905) (62,831)
Certificate loan fundings (3,680) (3,703) (5,021)
- ----------------------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) investing activities $79,039 $203,924 ($592,480)
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

Statements of Cash Flows (continued)
- ------------------------------------------------------------------------------------------------------------------------------------

Year ended Dec. 31, 1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------------
($ thousands)
<S> <C> <C> <C>
Cash Flows from Financing Activities
Payments from certificate owners $1,596,079 $1,192,026 $1,580,013
Proceeds from reverse repurchase agreements 123,500 919,500 433,000
Dividend from wholly owned subsidiary - 8,000 -
Certificate maturities and cash surrenders (1,662,239) (1,729,871) (1,324,175)
Payments under reverse repurchase agreements (239,500) (800,500) (411,000)
Dividends paid (40,000) (29,500) -
- ----------------------------------------------------------------------------------------------------------------------------------

Net cash (used in) provided by financing activities (222,160) (440,345) 277,838
- ----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents 47,086 - (111,331)
Cash and cash equivalents beginning of year - - 111,331
- ----------------------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents end of year $47,086 $- $-
- ----------------------------------------------------------------------------------------------------------------------------------

Supplemental Disclosures Including Non-cash Transactions:
Cash paid (received) for income taxes $9,233 ($1,217) $104
Certificate maturities and surrenders through
loan reductions 4,003 5,632 8,032

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.

On Jan. 28, 2000 the IDSC Board of Directors approved the name change of IDS
Certificate Company to American Express Certificate Company to become effective
April 26, 2000.

IDSC currently offers nine types of certificates with specified maturities
ranging from 10 to 20 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
accounting principles generally accepted in the United States. 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 accounting principles
generally accepted in the United States 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.

Investment 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 (loss) 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.

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

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

<PAGE>

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

Certificates

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

Deferred distribution fee expense

On certain series of certificates, distribution fees are deferred and amortized
over the estimated lives of the related certificates, which is approximately 10
years. Upon surrender prior to maturity, unamortized deferred distribution fees
are recognized in expense and any related surrender charges are recognized as a
reduction in provision for certificate reserves.

Federal income taxes

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

Accounting developments

In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use." This SOP, which was 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 is
capitalized on Parent's financial statements. As a result, the new rule did not
have a material impact on IDSC's results of operations or financial condition.

In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," which is
effective Jan. 1, 2001. SFAS No. 133 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 on 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. The ultimate financial impact of adoption of the new
rule will depend 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 $3,476,365 and $3,353,920 at Dec. 31, 1999 and 1998,
respectively. IDSC had qualified assets of $3,805,634 at Dec. 31, 1999 and
$3,799,689 at Dec. 31, 1998, excluding net unrealized depreciation on available-
for-sale securities of $101,141 at Dec. 31, 1999 and unrealized appreciation of
$14,378 at Dec. 31, 1998 and payable for securities purchased of $1,734 and
$2,211 at Dec. 31, 1999 and 1998, 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
depository agreement and to requirements of various states, qualified assets of
IDSC were deposited as follows:
<TABLE>
<CAPTION>

Dec. 31, 1999
- -----------------------------------------------------------------------------------------------------

Required
Deposits deposits Excess
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Deposits to meet certificate
liability requirements:
States $364 $325 $39
Central Depository 3,682,847 3,444,056 238,791
- -----------------------------------------------------------------------------------------------------

Total $3,683,211 $3,444,381 $238,830
- -----------------------------------------------------------------------------------------------------

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

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

Total $3,544,328 $3,317,622 $226,706
- -----------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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

The assets on deposit at Dec. 31, 1999 and 1998 consisted of securities having a
deposit value of $3,217,101 and $3,153,038, respectively; mortgage loans of
$378,047 and $334,280, respectively; and other assets of $88,063 and $57,010,
respectively.

American Express Trust Company is the central depository 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 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, 1999 and 1998:

Dec. 31, 1999
--------------------------------------------------------------
Gross Gross
Amortized Fair unrealized unrealized
cost value gains losses
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Held to maturity:
U.S. Government and
agencies obligations $364 $365 $1 $-
Mortgage-backed securities 16,662 16,596 178 244
Corporate debt securities 78,267 78,970 1,402 699
Stated maturity preferred stock 369,355 375,052 6,398 701
- --------------------------------------------------------------------------------------------------------------------

Total $464,648 $470,983 $7,979 $1,644
- --------------------------------------------------------------------------------------------------------------------
Available for sale:
Mortgage-backed securities $773,120 $763,195 $2,339 $12,264
State and municipal obligations 33,430 33,615 265 80
Corporate debt securities 1,743,621 1,653,271 1,944 92,294
Stated maturity preferred stock 62,708 62,370 292 630
Perpetual preferred stock 109,009 108,296 574 1,287
- --------------------------------------------------------------------------------------------------------------------

Total $2,721,888 $2,620,747 $5,414 $106,555
- --------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

Notes to Financial Statements ($ in thousands unless indicated otherwise)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Dec. 31, 1998
--------------------------------------------------------------
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 $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>

The amortized cost and fair value of securities held to maturity and available
for sale, by contractual maturity, at Dec. 31, 1999, 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 $99,538 $100,436
Due after 1 year through 5 years 170,978 173,460
Due after 5 years through 10 years 177,470 180,491
- --------------------------------------------------------------------------------------------------------------------
447,986 454,387
Mortgage-backed securities 16,662 16,596
- --------------------------------------------------------------------------------------------------------------------

Total $464,648 $470,983
- --------------------------------------------------------------------------------------------------------------------
Available for sale:
Due within 1 year $194,126 $193,874
Due after 1 year through 5 years 865,161 843,409
Due after 5 years through 10 years 424,966 389,598
Due after 10 years 355,506 322,375
- --------------------------------------------------------------------------------------------------------------------
1,839,759 1,749,256
Mortgage-backed securities 773,120 763,195
Perpetual preferred stock 109,009 108,296
- --------------------------------------------------------------------------------------------------------------------

Total $2,721,888 $2,620,747
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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

During the years ended Dec. 31, 1999 and 1998, 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,
1999, 1998 and 1997, were as follows:
<TABLE>
<CAPTION>

1999 1998 1997
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Proceeds $105,112 $346,353 $161,188
Gross realized gains 3,270 4,487 1,292
Gross realized losses 195 1,461 1,637
- --------------------------------------------------------------------------------------------------------------------

There were no sales of held-to-maturity securities during the year ended Dec.
31, 1999. 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 year ended Dec. 31, 1997, were as follows:

1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------------

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

During the years ended Dec. 31, 1999 and 1998, no securities were reclassified
from held to maturity to available for sale.

B) Investments in securities with fixed maturities comprised 84% and 85% of
IDSC's total invested assets at Dec. 31, 1999 and 1998, 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 1999 1998
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Aaa/AAA 36% 37%
Aa/AA 2 1
Aa/A 2 1
A/A 15 13
A/BBB 3 5
Baa/BBB 31 33
Below investment grade 11 10
- -----------------------------------------------------------------------------------------------------

100% 100%
- -----------------------------------------------------------------------------------------------------
</TABLE>

Of the securities rated Aaa/AAA, 72% and 84% at Dec. 31, 1999 and 1998,
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 13% and 11% at Dec. 31, 1999 and 1998, 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,
1999 and 1998 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, 1999 and 1998, IDSC's recorded investment in impaired mortgage loans
was $233 and $296, respectively, and the reserve for loss on those amounts was
$161 and $261, respectively. During 1999, 1998 and 1997, the average recorded
investment in impaired mortgage loans was $267, $331 and $743, respectively.

IDSC recognized $25, $31 and $37 of interest income related to impaired mortgage
loans for the years ended Dec. 31, 1999, 1998 and 1997, respectively.

During the year ended Dec. 31, 1999, the reserve for loss on mortgage loans
decreased $100 from $611 at Dec. 31, 1998, to $511 at Dec. 31, 1999. During the
years ended Dec. 31, 1998 and 1997, 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, 1999 and 1998, approximately 10% and 9%, 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 1999 1998
- ----------------------------------------------------------------------

South Atlantic 20% 18%
West North Central 19 21
East North Central 16 17
Mountain 16 14
West South Central 12 12
Pacific 7 7
New England 5 6
Middle Atlantic 5 5
- ----------------------------------------------------------------------

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

Property Type 1999 1998
- ----------------------------------------------------------------------

Office buildings 29% 25%
Retail/shopping centers 26 28
Apartments 17 19
Industrial buildings 15 12
Other 13 16
- ----------------------------------------------------------------------

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.

Dec. 31, 1999 Dec. 31, 1998
--------------------------------------------------------------

Carrying Fair Carrying Fair
amount value amount value
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
First mortgage loans on real estate $378,558 $359,018 $334,891 $343,406
Reserve for losses (511) - (611) -
- --------------------------------------------------------------------------------------------------------------------

Net first mortgage loans on
real estate $378,047 $359,018 $334,280 $343,406
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

At Dec. 31, 1999 and 1998, commitments for fundings of first mortgage loans, at
market interest rates, aggregated $800 and $60,828, 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, 1999 and 1998
were:
<TABLE>
<CAPTION>

1999
--------------------------------------------
Average Average
gross additional
Reserve accumulation credit
balance rate rate
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Installment certificates
Reserves to mature:
With guaranteed rates $18,817 3.50% .50%
Without guaranteed rates (A) 244,387 - 3.14
Additional credits and accrued interest 10,932 3.16 -
Advance payments and accrued interest (C) 838 3.20 1.30
Other 56 - -
Fully paid certificates
Reserves to mature:
With guaranteed rates 129,019 3.20 .95
Without guaranteed rates (A) and (D) 2,991,332 - 4.13
Additional credits and accrued interest 140,988 3.15 -
Due to unlocated certificate holders 290 - -
- ----------------------------------------------------------------------------------------------------------------------------------

Total $3,536,659
- --------------------------------------------------------------------------------------------------------------------

1998
-----------------------------------------------
Average Average
gross additional
Reserve accumulation credit
balance rate rate
- --------------------------------------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------------------------------------
</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, 1999, $2,879 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 3.20%. IDSC has increased the rate of accrual
to 4.50% through April 30, 2001. 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, 1999 and 1998 was $886,240 and $622,409, respectively.

E) Fair values of certificate reserves with interest rate terms of one year or
less approximated the carrying values less any applicable surrender charges.
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.

The carrying amounts and fair values of certificate reserves consisted of the
following at Dec. 31, 1999 and 1998:

1999 1998
-------------------------------------------------------------

Carrying Fair Carrying Fair
amount value amount value
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Reserves with terms of one year or less $3,246,098 $3,244,495 $3,070,001 $3,068,463
Other 290,561 294,899 334,882 350,509
- ----------------------------------------------------------------------------------------------------------------------------------

Total certificate reserves 3,536,659 3,539,394 3,404,883 3,418,972
Unapplied certificate transactions 756 756 853 853
Certificate loans and accrued interest (29,219) (29,219) (32,703) (32,703)
- ----------------------------------------------------------------------------------------------------------------------------------

Total $3,508,196 $3,510,931 $3,373,033 $3,387,122
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

6. Dividend restriction

Certain series of installment certificates outstanding provide that cash
dividends may be paid by IDSC only in calendar years for which additional
credits of at least one-half of 1% on such series of certificates have been
authorized by IDSC. This restriction has been removed for 2000 and 2001 by
IDSC's declaration of additional credits in excess of this requirement.

<PAGE>

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

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 Inc. may be lowered. For the promotions of the seven-
and 13-month term IDS Flexible Savings Certificate which occurred Sept. 10, 1997
to Nov. 25, 1997, the seven-month term IDS Flexible Savings Certificate which
occurred March 10, 1999 to June 8, 1999, and the on-going promotion of the
seven- and 13-month term IDS Flexible Savings Certificate which commenced August
4, 1999, the distribution fee 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:

Number of
certificate
years over
Aggregate fees payable which
------------------------------------------- subsequent
First Subsequent years' fees
Total year years are payable
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
On sales effective April 30, 1997 $25.00 $ 2.50 $22.50 9

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

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

<PAGE>

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

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.

Effective Jan. 1, 1997, fees on the IDS Preferred Investors Certificate are paid
at the rate of 0.165% of the initial payment on issue date of the certificate
and 0.165% of the certificate's reserve at the beginning of the second and
subsequent quarters from issue date. For certificates sold prior to Jan 1, 1997,
fees were paid at an annualized rate of 0.66% of the reserves maintained for the
certificates. Fees were paid at the end of each term on certificates with a
one-, two- or three-month term and each quarter from date of issuance on
certificates with a six-, 12-, 24- or 36-month term.

Effective April 28, 1999, fees on the IDS Stock Market and IDS Market Strategy
Certificates are paid at a rate of 0.90% and fees on the American Express Stock
Market Certificates are paid at a rate of 1.00%. For certificates sold from
April 30, 1997 to April 27, 1999, fees were paid at the rate of 0.70%. For
certificates sold prior to April 30, 1997, fees were paid at a rate of 1.25%.
Fees are paid on the purchase price on the first day of the certificate's term
and on the reserves maintained for these certificates at the beginning of each
subsequent term.

C) The basis of computing depository 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 $249,999, 0.80% on an amount from $250,000 to $499,999, 0.65% on an amount
from $500,000 to $999,999 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:

1999 1998 1997
- ----------------------------------------------------------------------------

Federal
Current ($5,978) ($5,668) $1,138
Deferred 1,063 4,183 2,266
- ----------------------------------------------------------------------------
(4,915) (1,485) 3,404
State (137) (50) (65)
- ----------------------------------------------------------------------------

Total income tax (expense) benefit ($5,052) ($1,535) $3,339
- ----------------------------------------------------------------------------

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:

1999 1998 1997
- ------------------------------------------------------------------------------

Federal tax expense at U.S. statutory rate ($13,932) ($12,026) ($8,378)
Tax-exempt interest 264 394 724
Dividend exclusion 8,730 10,121 11,044
Other, net 23 26 14
- ------------------------------------------------------------------------------

Federal tax (expense) benefit ($4,915) ($1,485) $3,404
- ------------------------------------------------------------------------------

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

<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 1999 1998
- -------------------------------------------------------------------------

Certificate reserves $21,741 $19,423
Investment reserves 1,005 502
Investment unrealized losses 35,399 -
Other, net 19 18
- -------------------------------------------------------------------------

Total deferred tax assets $58,164 $19,943
- -------------------------------------------------------------------------

Deferred tax liabilities 1999 1998
- -------------------------------------------------------------------------

Deferred distribution fees $4,286 $5,523
Investment unrealized gains - 5,032
Purchased/written call options 10,494 7,417
Dividends receivable 490 553
Investments 261 280
Return of capital dividends 43 43
- -------------------------------------------------------------------------

Total deferred tax liabilities 15,574 18,848
- -------------------------------------------------------------------------

Net deferred tax assets $42,590 $1,095
- -------------------------------------------------------------------------

IDSC is required to establish a valuation allowance for any portion of the
deferred tax assets that management believes will not be realized. In the
opinion of management, it is more likely than not that IDSC will realize the
benefit of the deferred tax assets and, therefore, no such valuation allowance
has been established.

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, 1999, IDSC's counterparties to the
purchased call options are five major broker/dealers that are rated AA by
nationally recognized rating agencies.

<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,
1999 and 1998.

1999
--------------------------------------------------------------
Notional Total
or contract Carrying Fair credit
amount value value risk
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Purchased call options $532 $123,845 $112,176 $112,176
- --------------------------------------------------------------------------------------------------------------------

Liabilities
Written call options $532 $47,911 $65,625 $-
- --------------------------------------------------------------------------------------------------------------------

1998
--------------------------------------------------------------
Notional Total
or contract Carrying Fair credit
amount value value risk
- --------------------------------------------------------------------------------------------------------------------

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

The fair values of derivative financial instruments are based on market values,
dealer quotes or pricing models. The purchased and written call options held at
Dec. 31, 1999, expire throughout 2000.

<PAGE>

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

Interest rate caps, corridors, floors and swaps, and options may be used to
manage IDSC's exposure to changing 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 were reset monthly and IDSC earned interest on the
notional amount to the extent the U.S. Treasury securities at "constant
maturity" for a period of one year was below the reference rates specified in
the floor agreements. These reference rates ranged from 4.6% to 4.7% during the
period they were held. 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% during the period they were held. 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 were reset monthly. IDSC paid a fixed rate on the
notional amount ranging from 5.46% to 5.66% and received 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, 1999 and 1998.

1999
--------------------------------------------------
<S> <C> <C> <C>
Contract Average Index at
amount strike price Dec. 31,1999
- --------------------------------------------------------------------------------------------------------

Purchased call options $532 1,326 1,469
Written call options 532 1,453 1,469
- --------------------------------------------------------------------------------------------------------

1998
--------------------------------------------------
Contract Average Index at
amount strike price Dec. 31,1998
- --------------------------------------------------------------------------------------------------------

Purchased call options $448 1,088 1,229
Written call options 448 1,206 1,229
- --------------------------------------------------------------------------------------------------------
</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:

1999 1998
-------------------------------------------------------------

Carrying Fair Carrying Fair
value value value value
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Financial assets
Assets for which carrying values
approximate fair values $89,206 $89,206 $50,288 $50,288
Investment securities (note 3) 3,085,395 3,091,730 3,303,360 3,335,534
First mortgage loans on real estate (note 4) 378,047 359,018 334,280 343,406
Derivative financial instruments (note 9) 123,845 112,176 96,213 92,705
Financial liabilities
Liabilities for which carrying values
approximate fair values 33,944 33,944 154,964 154,964
Certificate reserves (note 5) 3,508,196 3,510,931 3,373,033 3,387,122
Derivative financial instruments (note 9) 47,911 65,625 38,071 55,669
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Prospectus April 26, 2000

American Express Stock Market Certificate

Potential for stock market growth with safety of principal.

American Express Certificate Company (the Issuer, AECC or AXP Certificate
Company), formerly IDS Certificate Company, issues American Express Stock Market
Certificates. You may:

o Purchase this certificate in any amount from $1,000 through $1 million.

o Participate in any increase of the stock market based on the S&P 500 Index
while protecting your principal, up to a maximum return between 9% and 10%,
for a 52-week term (see page 2p).

o Decide whether the Issuer will guarantee part of your return or whether to
link all of it to the market.

o Keep your certificate for up to 14 successive terms.

This certificate is backed solely by the assets of the Issuer. To the extent you
link your interest to the S&P 500 Index, you might earn no interest. See "Risk
Factors" on page 2p.

The distributor and selling agents are not required to sell any specific amount
of certificates.

Issuer:
American Express Certificate Company
Unit 557
200 AXP Financial Center
Minneapolis, MN 55474
800-862-7919 (toll free)

Distributor: American Express Financial Advisors Inc.

Selling Agent: American Express Bank International

<PAGE>

Initial Interest and Participation Rates

The Issuer guarantees return of your principal. The interest on your certificate
is linked to stock market performance as measured by the Standard & Poor's 500
Composite Stock Price Index (S&P 500 Index). See "About the Certificate" for
more explanation.

Here are the interest rates and market participation percentages in effect April
26, 2000:

Maximum Market participation Minimum
Return percentage Interest

10% 100% (full) None

10% 25% (partial) 2.5%

These rates may or may not have changed when you apply to purchase your
certificate. For your first term, your maximum return will be between 9% and
10%. However, if you have received a special promotional coupon and comply with
the requirements of the coupon, as described in "Maximum return" in "Interest"
under "About the Certificate," then your maximum return for your first term will
be between 11% and 12%. Rates for later terms are set at the discretion of the
Issuer and may differ from the rates shown here.

AECC offers different rates for different distribution channels. For more
information call 800-862-7919.

RISK FACTORS

You should consider the following when investing in this certificate:

<PAGE>

This certificate is backed solely by the assets of the Issuer. Most of our
assets are debt securities and are subject to the following risks:

<PAGE>

Table of Contents

Initial Interest and Participation Rates 2p

Risk Factors 2p

About the Certificate 6p

Read and Keep This Prospectus 6p

Investment Amounts 6p

Face Amount and Principal 6p

Certificate Term 7p

Value at Maturity 8p

Receiving Cash Before the End of Term 8p

Interest 8p

Promotions and Pricing Flexibility 12p

Historical Data on the S&P 500 Index 13p

Calculation of Return 16p

About the S&P 500 Index 18p

Opportunities at the End of a Term 20p

How to Invest and Withdraw Funds 22p

Buying Your Certificate 22p

How to Make Investments at Term End 23p

Full and Partial Withdrawals 24p

Other Full and Partial Withdrawal Policies 25p

Transfers to Other Accounts 25p

Two Ways to Request a Withdrawal or Transfer 26p

Two Ways to Receive Payment When You
Withdraw Funds 27p

Transfer of Ownership 27p

For More Information 27p

Taxes on Your Earnings 28p

Foreign Investors 28p

How Your Money Is Used and Protected 30p

Invested and Guaranteed by the Issuer 30p

Regulated by Government 31p

Backed by Our Investments 32p

Investment Policies 32p

<PAGE>

How Your Money Is Managed 36p

Relationship Between the Issuer and American
Express Financial Corporation 36p

Capital Structure and Certificates Issued 37p

Investment Management and Services 38p

Distribution 39p

Selling Agent Agreements with American Express
Bank International and Securities America, Inc. 40p

About American Express Bank International 41p

Other Selling Agents 41p

Transfer Agent 42p

Employment of Other American Express Affiliates 42p

Directors and Officers 43p

Independent Auditors 45p

Appendix 46p

Annual Financial Information 48p

Summary of Selected Financial Information 48p

Management's Discussion and Analysis of Financial
Condition and Results of Operations 49p

IDS Certificate Company 56p

Report of Independent Auditors 57p

Financial Statements 58p

Notes to Financial Statements 66p

<PAGE>

About the Certificate

READ AND KEEP THIS PROSPECTUS

This prospectus describes American Express Stock Market Certificate distributed
by American Express Financial Advisors Inc. American Express Bank International
(AEBI) has an arrangement with American Express Financial Advisors Inc. under
which the certificate is offered to AEBI's clients who are neither citizens nor
residents of the United States and to certain U.S. trusts. The certificate is
currently available through AEBI offices located in Florida and New York. This
certificate also may be available through other selling agents.

INVESTMENT AMOUNTS

FACE AMOUNT AND PRINCIPAL

The face amount of your certificate is the amount of your initial investment.
Your principal is the value of your certificate at the beginning of each
subsequent term. The Issuer guarantees your principal. It consists of the amount
you actually invest plus interest credited to your account and any additional
investment you make less withdrawals, penalties and any interest paid to you in
cash.

<PAGE>

$10,000 Face amount (initial investment)
plus $725 Interest credited to your account at the end of the term
plus $5 Interim interest (See "Interim interest" under "Interest")
minus $(0) Interest paid to you in cash
plus $2,500 Additional investment to your certificate
minus $(0) Withdrawals and applicable penalties
$13,230 Principal at the beginning of the next term

CERTIFICATE TERM

Your first certificate term is a 52-week period. It begins on the Wednesday
after AECC accepts your application and ends the Tuesday before the 52-week
anniversary of its acceptance. AECC has complete discretion to determine whether
to accept an application and sell a certificate. For example, if AECC accepts
your application on a Wednesday, your first term would begin the next Wednesday.
Your certificate will earn interest at the interim interest rate then in effect
until the term begins. See "Interim Interest" under "Interest." It will not earn
any participation interest until the term begins. If you choose to continue to
receive participation interest, subsequent terms are 52-week periods that begin
on the Wednesday following the 14-day grace period at the end of the prior
52-week term. You may begin your next term on any Wednesday during the 14-day
period by providing prior written instructions to the Issuer. If you choose to
receive fixed interest, subsequent terms will be up to 52 weeks as described in
"Fixed interest" under "Interest" below.

<PAGE>

VALUE AT MATURITY

RECEIVING CASH BEFORE THE END OF TERM

INTEREST

Full participation interest: With this option:

o you earn interest only if the value of the S&P 500 Index is higher on the
last day of your term than it was on the first day of your term.

o your return is linked to stock market performance.

The S&P 500 Index is frequently used to measure the relative performance of the
stock market. For a more detailed discussion of the S&P 500 Index, see "About
the S&P 500 Index."

<PAGE>

o a percentage of any increase in the S&P 500 Index, and

o a rate of interest guaranteed by AECC in advance for each term.

Together, they cannot exceed the maximum return. For the maximum return in
effect on the date of this prospectus, see "Initial Interest and Participation
Rates" on page 2p.

The market participation rate and the minimum interest rate on the date of this
prospectus are listed on the inside cover under "Initial Interest and
Participation Rates."

<PAGE>

However, AECC guarantees that, for persons who have received a special
promotional coupon from AECC for purchase of a Stock Market Certificate and have
satisfied any requirement stated in the coupon, the maximum return for the
initial term will be the maximum return for special promotional coupons set out
on page 2p. For example, the coupon may require that you make a minimum
investment and that you are not an existing client of AEFC, or another affiliate
of AEFC. AECC or AEFC will select persons to receive the coupon based on a
business strategy to build relationships with persons who work for particular
employers or with new clients in selected market segments who AECC or AEFC
believes meet threshold requirements for such factors as household income and
home values. Coupons may be sent only to persons who both fit such a strategy
and live in particular parts of the country or are affiliated with particular
organizations such as an automobile club. AECC also may give such a coupon to
active or retired AEFC employees, American Express financial advisors, their
immediate families and any U.S. employee of any affiliated company of AECC. This
promotional rate will only be available if the recipient of the coupon presents
it to the distributor or selling agent at the time of applying to purchase the
certificate.

<PAGE>

Interim interest: When we accept your application, we pay interim interest to
your account for the time before your first term begins. We also pay interim
interest for the 14-day period between terms unless you write or call to ask us
to begin your next term earlier. You may withdraw this interest in cash at any
time before it becomes part of your certificate's principal without a withdrawal
penalty. If it is not withdrawn, the interest will become part of your
certificate's principal at the start of the next succeeding term. For example,
the interest you earn between the end of the first and the beginning of the
second term will become part of the principal at the start of your third term.
Interim interest rates for the time before your first term begins will be within
a range 15 basis points (.15%) below to 85 basis points (.85%) above the average
interest rate published for 12-month certificates of deposit (CDs) in the BANK
RATE MONITOR(R) (BRM) Top 25 Market Average(R). BANK RATE MONITOR and National
Index are marks owned by BANKRATE.COMSM, a division of Intelligent Life
Corporation, N. Palm Beach, FL 33408. If the BRM Average is no longer publicly
available or feasible to use, AECC may use another, similar index as a guide for
setting rates.

The BRM may be available in your local library. To obtain information or current
BRM Average rates, call the Client Service Organization in Minneapolis at the
telephone numbers listed on the back cover.

<PAGE>

To find out what your certificate's new maximum return, market participation
percentage and minimum interest rate will be for your next term, please consult:

o Your American Express Bank International (AEBI) relationship manager.

o The Issuer's Client Service Organization at the telephone numbers listed on
the back cover.

PROMOTIONS AND PRICING FLEXIBILITY

The Issuer may sponsor or participate in promotions involving the certificate
and its respective terms. For example, we may offer different rates to new
clients, to existing clients, or to individuals who purchase or use products or
services offered by American Express Company, or its affiliates. These
promotions will generally be for a specified period of time. We also may offer
different rates based on your amount invested.

<PAGE>

HISTORICAL DATA ON THE S&P 500 INDEX

The following chart illustrates the month-end closing values of the index from
Dec. 31, 1983 through Feb. 29, 2000. The values of the S&P 500 Index are
reprinted with the permission of S&P.

_______________________________________________________________________________
S&P 500 Index values - December 1983 to February 2000
_______________________________________________________________________________

1400

1200

1000

800

600

400

200

'83 '84 '85 '86 '87 '88 '89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99

Chart shows closing values of the S&P from above 100 in Dec. 1983 to just over
1360 in Feb. 2000.

_______________________________________________________________________________
S&P 500 Index Average Annual Return
_______________________________________________________________________________
Beginning date Period held Average annual
Dec. 31, in years return

1989 10 15.31%

1994 5 26.18

1998 1 19.39

<PAGE>

_______________________________________________________________________________
S&P 500 Index - December 1984 to February 2000
_______________________________________________________________________________
50%
52-Week Moving Price Return
40%

30%

20%

10%

- -10%

- -20%

'84 '85 '86 '87 '88 '89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99

Chart shows 52-week Moving Price Return of the S&P from a high of almost 50% to
a low of approximately -20%.

-15 -10 -5 0 5 10 15 20 25 29.9 >=30

Chart shows the distribution of all the 52-week price returns of the S&P 500
from 12/31/84 through 2/29/00 with a high of just over 25 observations and a low
of fewer than 5 observations.

<PAGE>

The chart reflects the returns payable each week by AECC on any participation
terms ending that week. There may be weeks in which no investor actually ends a
participation term.

_______________________________________________________________________________
Actual 52-Week Return - 1/4/94 to 2/8/00
_______________________________________________________________________________

45%
Market Index
40%

35%
Stock Market Certificate
30% 100% Participation

25%

20%

15%

10%

0%
- -------------------------------------------------------------------------------
Stock Market Certificate
25% Participation + Minimum Rate

1/94 6/94 12/94 6/95 12/95 5/96 11/96 5/97 11/97 4/98 10/98 4/99 10/99 2/00
_______________________________________________________________________________

Chart shows actual returns of the certificate at full and 25% participation with
the full participation generally tracking the market indexes over the period and
25% level of participation tracking at the 25% level of return, subject to the
maximum return in both cases.

The Stock Market Certificate was first available on Jan. 24, 1990. The
performance reflects the returns on the 52-week anniversary date, falling on a
Wednesday, of each of the weeks shown.

<PAGE>

The NYSE Composite Index(R) is a registered service mark of the New York Stock
Exchange, Inc. (NYSE) and is a composite covering price movements of all common
stocks listed on the NYSE.

CALCULATION OF RETURN

The increase or decrease in the S&P 500 Index, as well as the actual return paid
to you, is calculated as follows:
_______________________________________________________________________________
Rate of return on S&P 500 Index
_______________________________________________________________________________
Term ending value of S&P 500 Index minus
Term beginning value of S&P 500 Index divided by
Term beginning value of S&P 500 Index equals
Rate of return on S&P 500 Index

The actual return paid to you will depend on your interest participation
selection.

For example, assume:

Term ending value of S&P 500 Index 1,425

Term beginning value of S&P 500 Index 1,300

Maximum return 10%

Minimum return 2.50%

Partial participation rate 25%

1,425 Term ending value of S&P 500 Index
minus 1,300 Term beginning value of S&P 500 Index
_____
equals 125 Difference between beginning and ending values
125 Difference between beginning and ending values
divided by 1,300 Term beginning value of S&P 500 Index
_____
equals 9.62% Percent increase -- full participation return
9.62% Percent increase or decrease
times 25% Partial participation rate
_____
equals 2.40%
plus 2.50% 2.50% minimum interest rate
_____
equals 4.90% Partial participation return

In both cases in the example, the return would be less than the 10% maximum.

<PAGE>

Partial
Maximum participation
Start of Term annual return minimum rate

Jan. 24, 1990 18.00% 5.00%

Feb. 5, 1992 18.00 4.00

May 13, 1992 15.00 4.00

Sept. 9, 1992 12.00 3.00

Nov. 11, 1992 10.00 2.50

Nov. 2, 1994 10.00 2.75

April 26, 1995 12.00 3.75

Jan. 17, 1996 10.00 3.25

Feb. 26, 1997 10.00 3.00

May 7, 1997 10.00 2.75

Oct. 8, 1997 10.00 2.50

Dec. 16 1998 9.00 2.50

Feb. 2, 2000 10.00 2.50

Examples:

o you purchased the certificate with a $10,000 original investment;

o the partial participation rate is 25%;

o the minimum interest rate for partial participation is 2.50%;

o the maximum total return for full and partial participation is 10%.

<PAGE>

1. If the S&P 500 Index value rises
Week 1/Wed Week 52/Tues
S&P 500 S&P 500
Index 1,000 8% increase in the S&P500 Index Index 1,080
_______________________________________________________________________________
Full participation interest Partial participation interest and minimum
interest
$10,000 Original investment $10,000 Original investment
+ 800 8% x $10,000 + 250 2.50% (Minimum interest rate)
x $10,000
Participation interest + 200 25% x 8% x $10,000
Participation interest
_______ _______
$10,800 Ending balance $10,450 Ending balance
(8% Total return) (4.50% Total return)
- -------------------------------------------------------------------------------
2. If the Market and the S&P 500 Index value fall

Week 1/Wed Week 52/Tues
S&P 500 S&P 500
Index 1,000 4% increase in the S&P500 Index Index 961
_______________________________________________________________________________
Full participation interest Partial participation interest and minimum
interest
$10,000 Original investment $10,000 Original investment
+ 0 Participation interest + 250 2.50% (Minimum interest rate)
x $10,000
$10,000 Ending balance + 0 Participation interest
_______ _______
(0% Total return) $10,250 Ending balance
(2.50% Total return)
- -------------------------------------------------------------------------------

3. If the Market and the S&P 500 Index value rise above the maximum return

Week 1/Wed Week 52/Tues
S&P 500 S&P 500
Index 1,000 16% increase in the S&P500 Index Index 1,160
_______________________________________________________________________________
Full participation interest Partial participation interest and minimum
interest
$10,000 Original investment $10,000 Original investment
+ 1,000 10% x $10,000 + 250 2.50% (Minimum interest rate)
x $10,000
Maximum interest + 400 25% x 16% x $10,000
Participation interest
_______ _______
$11,000 Ending balance $10,650 Ending balance
(10% Total return) (6.50% Total return)
_______________________________________________________________________________

ABOUT THE S&P 500 INDEX

The description in this prospectus of the S&P 500 Index including its make-up,
method of calculation and changes in its components are derived from publicly
available information regarding the S&P 500 Index. The Issuer does not assume
any responsibility for the accuracy or completeness of such information.

<PAGE>

"Standard & Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard & Poor's 500" and
"500" are trademarks of The McGraw-Hill Companies Inc. and have been licensed
for use by the Issuer. The certificate is not sponsored, endorsed, sold or
promoted by S&P. S&P makes no representation or warranty, express or implied, to
the owners of the certificate or any member of the public regarding the
advisability of investing in securities generally or in the certificate
particularly or the ability of the S&P 500 Index to track general stock market
performance.

S&P's only relationship to the Issuer is the licensing of certain trademarks and
trade names of S&P and of the S&P 500 Index, which is determined, composed and
calculated by S&P without regard to the Issuer or the certificate. S&P has no
obligation to take the needs of the Issuer or the owners of the certificate into
consideration in determining, composing or calculating the S&P 500 Index. S&P is
not responsible for and has not participated in the determination of the timing
of, prices at, or quantities of the certificate to be issued or in the
determination or calculation of the equation by which the certificate is to be
converted into cash. S&P has no obligation or liability in connection with the
administration, marketing or trading of the certificate.

<PAGE>

S&P does not guarantee the accuracy and/or the completeness of the S&P 500 Index
or any data included therein and S&P shall have no liability for any errors,
omissions, or interruptions therein. S&P makes no warranty, express or implied,
as to the results to be obtained by the Issuer, owners of the certificate, or
any person or entity from the use of the S&P 500 Index or any data included
therein. S&P makes no express or implied warranties, and expressly disclaims all
warranties of merchantability or fitness for a particular purpose or use with
respect to the S&P 500 Index or any data included therein. Without limiting any
of the foregoing, in no event shall S&P have any liability for any special,
punitive, indirect, or consequential damages (including lost profits), even if
notified of the possibility of such damages.

If for any reason the S&P 500 Index were to become unavailable or not reasonably
feasible to use, we would use a comparable stock market index for determining
participation interest. If this were to occur, we would send you a notice by a
practical means such as correspondence (which may be electronic if you and we
have so agreed) or a quarterly account statement. The notice would indicate the
comparable index and give you the opiton to withdraw your principal without an
early withdrawal penalty. If you chose early withdrawal, you would lose any
interest accrued during the term.

OPPORTUNITIES AT THE END OF A TERM

Grace period: When your certificate term ends, you have 14 days before a new
term automatically begins. During this 14-day grace period you can:

o change your interest selection,

o add money to your certificate,

o change your term start date,

o withdraw part or all of your money without a withdrawal penalty or loss of
interest,

o or receive your interest in cash.

<PAGE>

New term: If you do not make changes, your certificate will continue with your
current selections when the new term begins 14 days later. You will earn interim
interest during this 14-day grace period. If you don't want to wait 14 days
before starting your next market participation term, you must phone or send
written instructions before your current term ends. You can tell us to start
your next term on any Wednesday that is during the grace period and immediately
following the date on which we receive your notice. Your notice may also tell us
to change your interest selection, add to your certificate or withdraw part of
your money. The notification that we send you at the end of the term cannot be
sent before the term ends because indexing information and interest (if any) are
included in the notice and are not known until the term ends. Any additional
payments received during the current term will be applied at the end of the
current term. By starting your new term early and waiving the 14-day grace
period, you are choosing to start your next term without knowing the ending
value of your current term.

<PAGE>

How to Invest and Withdraw Funds

BUYING YOUR CERTIFICATE

Your AEBI relationship manager or other selling agent representative will help
you fill out and submit an application to open an account with us and purchase a
certificate. We will process the application at our corporate offices in
Minneapolis. When we have accepted your application and we have received your
initial investment, we will send you a confirmation showing the acceptance date,
the date your term begins and the interest selection you have made detailing
your market participation percentage and, if applicable, the minimum interest
rate for your first term. After your term begins, we will send you notice of the
value of the S&P 500 Index on the day your term began. The rates in effect on
the date we accept your application are the rates that apply to your
certificate. See "Purchase policies" below.

Important: When you open an account, you must provide a Form W-8 or approved
substitute. See "Taxes on Your Earnings."

Purchase policies:

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

<PAGE>

HOW TO MAKE INVESTMENTS AT TERM END

By wire

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

Norwest Bank Minnesota through July 2000
Wells Fargo Bank Minnesota N.A. after July 2000
Routing No. 091000019
Minneapolis, MN
Attn: Domestic Wire Dept.

Give these instructions: Credit American Express Account #0000029882 for
personal account # (your account number) for (your name).

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

o Minimum amount you may wire: $1,000.

o Wire orders can be accepted only on days when your bank, AEFC, AECC and
Norwest Bank Minnesota (to be renamed Wells Fargo Minnesota N.A. in July
2000) are open for business.

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

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

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

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

<PAGE>

FULL AND PARTIAL WITHDRAWALS

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

o Complete withdrawal of your certificate is made by giving us proper
instructions. To complete these transactions, see "Two Ways to request a
withdrawal or transfer."

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

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

When you request a full or partial withdrawal during a term, we pay you from the
principal of your certificate.

<PAGE>

Following are examples describing a $2,000 withdrawal during a term for
participation and fixed interest:
_______________________________________________________________________________
Participation interest
_______________________________________________________________________________
Account balance $10,000

Interest (interest is credited at the end of the term) 0

Withdrawal of principal (2,000)

2% withdrawal penalty (40)

Balance after withdrawal $7,960

You will forfeit any accrued interest on the withdrawal amount.
_______________________________________________________________________________
Fixed interest
_______________________________________________________________________________
Account balance $10,000

Interest credited to date 100

Withdrawal of credited interest (100)

Withdrawal of principal (1,900)

2% withdrawal penalty (on $1,900 principal withdrawn) (38)

Balance after withdrawal $8,062

OTHER FULL AND PARTIAL WITHDRAWAL POLICIES

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

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

o Any payments to you may be delayed under applicable rules, regulations or
orders of the Securities and Exchange Commission (SEC).

TRANSFERS TO OTHER ACCOUNTS

You may transfer part or all of your certificate to other American Express
Certificates available through AEBI.

<PAGE>

Two ways to request a withdrawal or transfer

1 By phone

Your AEBI relationship manager or other selling agent relationship officer will
handle this transaction for you. You may also call the Client Service
Organization between 8 a.m. and 6 p.m. Minneapolis time at the telephone numbers
listed on the back cover.

o Maximum phone request: $50,000.

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

o We will honor any telephone withdrawal or transfer request and will use
reasonable procedures to confirm authenticity. We can decline the telephone
request if we do not have enough information to confirm the request is
authentic.

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

2 By mail

Your AEBI relationship manager or other selling agent representative will handle
this transaction for you. You may also send your name, account number and
request for a withdrawal or transfer, by regular or express mail, to:

American Express Financial Advisors Inc.
70200 AXP Financial Center
Minneapolis, MN 55474

Written requests are required for:

o Transactions over $50,000.

o Transfers to another certificate with different ownership and marketed
through AEBI (all current registered owners must sign the request).

<PAGE>

Two ways to receive payment when you withdraw funds

1 By regular or express mail

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

o Payable to name(s) you requested.

o We will charge a fee if you request express mail delivery. For a partial
withdrawal leaving a remaining balance of more than $1,000, the fee will be
deducted from the remaining balance. If the remaining balance is less than
$1,000, or if it is a full withdrawal, we will deduct the fee from proceeds
of the withdrawal.

2 By wire

o Minimum wire withdrawal: $1,000.

o Request that money be wired to your bank.

o Bank account must be in same ownership as the Issuer's account.

o Pre-authorization required. Complete the bank wire authorization section in
the application or use a form supplied by your AEBI relationship manager or
other selling agent representative. All registered owners must sign.

o We may deduct a service fee from your balance (for partial withdrawals) or
from the proceeds of a full withdrawal.

TRANSFER OF OWNERSHIP

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

FOR MORE INFORMATION

For information on purchases, withdrawals, exchanges, transfers of ownership,
proper instructions and other service questions regarding your certificate,
please consult your AEBI relationship manager or other selling agent
representative, or call the Issuer's client service number in Minneapolis listed
on the back cover.

<PAGE>

Taxes on Your Earnings

FOREIGN INVESTORS

Tax treatment of your investment: Interest paid on your certificate is most
likely "portfolio interest" as defined in U.S. Internal Revenue Code Section
871(h) if earned by a nonresident alien who has supplied the Issuer with Form
W-8, Certificate of Foreign Status. If the certificate is treated as a CDI, part
of the earned income may be treated as a capital gain instead of portfolio
interest. Form W-8 must be supplied with both a current mailing address and an
address of foreign residency, if different. The Issuer will not accept purchases
of certificates by nonresident aliens without an appropriately certified Form
W-8 (or approved substitute). The Form W-8, in effect before January 1, 2001,
must be resupplied every three calendar years. If you have supplied a Form W-8
that certifies that you are a nonresident alien, the interest income or capital
gain will be reported at year end to you and to the U.S. government on a Form
1042-S, Foreign Person's U.S. Source Income Subject to Withholding. Your
interest income or capital gain will be reported to the IRS even though it is
not taxed by the U.S. government. The United States participates in various tax
treaties with foreign countries. Those treaties provide that tax information may
be shared upon request between the United States and such foreign governments.

Changes in Tax Regulation: The U.S. Internal Revenue Service has issued new
regulations changing the certification requirements for nonresident aliens. As a
result of the changes, new Forms W-8 have been designed and are available for
use. AECC will need the new forms on file for all clients by January 1, 2001.
Depending on your status, you may provide us with any one of four new Forms W-8.
Most clients will use Form W-8BEN, Certificate of Foreign Status of Beneficial
Owner for United States Tax Withholding, but consult your tax advisor to ensure
that you are using the correct form. The new Forms W-8 must be resupplied every
four calendar years, up from three years with the current form.

<PAGE>

Withholding taxes: If you fail to provide a Form W-8 as required above, you will
be subject to 31% backup withholding on interest payments and withdrawals from
certificates.

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

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

<PAGE>

How Your Money Is Used and Protected

INVESTED AND GUARANTEED BY THE ISSUER

The Issuer, a wholly owned subsidiary of AEFC, issues and guarantees the
American Express Stock Market Certificate. We are by far the largest issuer of
face amount certificates in the United States, with total assets of more than
$3.7 billion and a net worth in excess of $141 million on Dec. 31, 1999.

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,

For a review of significant events relating to our business, see "Management's
discussion and analysis of financial condition and results of operations." No
national rating agency rates our certificates.

<PAGE>

REGULATED BY GOVERNMENT

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, 1999, the
amortized cost of these investments exceeded the required carrying value of our
outstanding certificates by more than $238 million. The law requires us to use
amortized cost for these regulatory purposes. Among other things, the law
permits Minnesota statutes to govern qualified assets of AECC as described in
Note 2 to the financial statements. In general, amortized cost is determined by
systematically increasing the carrying value of a security if acquired at a
discount, or reducing the carrying value if acquired at a premium, so that the
carrying value is equal to maturity value on the maturity date.

<PAGE>

BACKED BY OUR INVESTMENTS

The Issuer's investments are varied and of high quality. This was the
composition of our portfolio as of Dec. 31, 1999:

Type of investment Net amount invested

Corporate and other bonds 49%

Government agency bonds 22

Preferred stocks 16

Mortgages 11

Municipal bonds 1

Cash and cash equivalents 1

INVESTMENT POLICIES

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

Debt securities --

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

<PAGE>

As of Dec. 31, 1999, AECC held about 11% 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 --

Underwriting --

<PAGE>

Borrowing money --

Real estate --

Lending securities --

When-issued securities --

<PAGE>

when-issued securities is not limited except by its ability to set aside cash or
high quality investments to meet when-issued commitments. When-issued securities
are subject to market fluctuations and they may affect AECC's investment
portfolio the same as owned securities.

Financial transactions including hedges --

We buy or sell various types of options contracts for hedging purposes or as a
trading technique to facilitate securities purchases or sales. We 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. The Issuer may enter into
other financial transactions, including futures and other derivatives, for the
purpose of managing the interest rate exposures associated with the Issuer's
assets or liabilities. 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.
There is not a limit on the Issuer's ability to enter into financial
transactions to manage the interest rate risk associated with the Issuer's
assets and liabilities, but the Issuer does not foresee a likelihood that it
will be feasible to hedge most or all of its assets or liabilities. We do not
use derivatives for speculative purposes.

Illiquid securities --

<PAGE>

will use statutory accounting under an SEC order. This means that, for this
purpose, the portfolio will be valued in accordance with applicable Minnesota
law governing investments of life insurance companies, rather than generally
accepted accounting principles.

Restrictions --

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

How Your Money Is Managed

RELATIONSHIP BETWEEN THE ISSUER AND AMERICAN EXPRESS FINANCIAL CORPORATION

The Issuer was originally organized as Investors Syndicate of America, Inc., a
Minnesota corporation, on Oct. 15, 1940, and began business as an issuer of face
amount investment certificates on Jan. 1, 1941. The company became a Delaware
corporation on Dec. 31, 1977, changed its name to IDS Certificate Company on
April 2, 1984, and to American Express Certificate Company on April 26, 2000.

The Issuer files reports on Form 10-K and 10-Q with the 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 the Issuer was created, AEFC (formerly known as IDS Financial
Corporation), our parent company, had issued similar certificates since 1894. As
of Jan. 1, 1995, IDS Financial Corporation changed its name to AEFC. the Issuer
and AEFC have never failed to meet their certificate payments.

During its many years in operation, AEFC has become a leading manager of
investments in mortgages and securities. As of Dec. 31, 1999, AEFC managed or
administered investments,

<PAGE>

including its own, of more than $262 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 600 supervisory offices, more than 3,800 branch
offices and 9,480 financial advisors. American Express Financial Advisors'
financial planning services are comprehensive, beginning with a detailed written
analysis that's tailored to your needs. Your analysis may address one or all of
these six essential areas: financial position, protection planning, investment
planning, income tax planning, retirement planning and estate planning.

o travel related services (including American Express(R) Card 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) and Travelers
Cheque and related services.

CAPITAL STRUCTURE AND CERTIFICATES ISSUED

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

As of the fiscal year ended Dec. 31, 1999, the Issuer had issued (in face
amount) $90,939,275 of installment certificates and $1,508,505,715 of single
payment certificates. As of Dec. 31, 1999, the Issuer had issued (in face
amount) $13,684,206,836 of installment certificates and $19,860,383,374 of
single payment certificates since its inception in 1941.

<PAGE>

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,

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

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

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

First $250 million 0.750%

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 the Issuer except mortgage loans, real estate,
and any other asset on which we pay an outside advisory or service fee.
_______________________________________________________________________________
Advisory and services fee for the past three years
_______________________________________________________________________________
Percentage of
Year Total fees included assets

1999 $8,691,974 0.26%

1998 9,084,332 0.24

1997 17,232,602 0.50

Estimated advisory and services fees for 2000 are $8,604,000.

<PAGE>

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

o costs incurred by us in connection with real estate and mortgages;

o taxes;

o depository and custodian fees;

o brokerage commissions;

o fees and expenses of our directors who are not officers or employees of
AEFC;

o provision for certificate reserves (interest accrued on certificate owner
accounts); and

o expenses of customer settlements not attributable to sales function.

DISTRIBUTION

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

o 0.90% of the initial investment on the first day of the certificate's term,
and

o 0.90% of the certificate's reserve at the beginning of each subsequent
term,

for certificates sold through American Express Financial Advisors, but not for
certificates sold through Securities America, Inc. (SAI) or AEBI.

This fee is not assessed to your certificate account.

<PAGE>

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

American Express Financial Advisors Inc. pays selling expenses in connection
with services to us. Our board of directors, including a majority of directors
who are not interested persons of American Express Financial Advisors Inc. or
the Issuer, approved these distribution agreements.

SELLING AGENT AGREEMENTS
WITH AMERICAN EXPRESS BANK
INTERNATIONAL AND
SECURITIES AMERICA, INC.

In turn, under Selling Agent Agreements with American Express Financial Advisors
Inc., AEBI and SAI receive compensation for their services as selling agents for
this certificate as follows:

o AEBI receives a fee equal to 1.0% per term of the principal amount of each
certificate for which AEBI is the selling agent.

Such payments will be made quarterly in arrears.

These fees are not assessed to your certificate account.

<PAGE>

ABOUT AEBI

OTHER SELLING AGENTS

This certificate may be sold through other selling agents, under arrangements
with American Express Financial Advisors Inc. at commissions of up to:

o 0.90% of the initial investment on the first day of the certificate's term;
and

o 0.90% of the certificate's reserve at the beginning of each subsequent
term.

Selling agents also may receive marketing support fees and other compensation of
up to:

o .88% of the initial investment on the first day of the certificate's
initial term; and

o .88% of the certificate's reserve at the beginning of each subsequent term.

These fees are not assessed to your certificate account.

<PAGE>

In addition, AECC may pay distributors, and American Express Financial Advisors
Inc. may pay selling agents, additional compensation for selling and
distribution activities under certain circumstances. For example, American
Express Financial Advisors Inc. may pay a fee to SAI in order to attend the
national sales conference of SAI, and, among other activities, promote sales of
the certificate. From time to time, AECC or American Express Financial Advisors
Inc. may pay or permit other promotional incentives, in cash or credit or other
compensation.

TRANSFER AGENT

EMPLOYMENT OF OTHER AMERICAN EXPRESS AFFILIATES

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

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

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

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

<PAGE>

DIRECTORS AND OFFICERS

The Issuer's sole shareholder, AEFC, elects the board of directors that oversees
AECC's operations. The board annually elects the directors, chairman, president
and controller for a term of one year. The president appoints the other
executive officers.

We paid a total of $32,000 during 1999 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.

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.

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 from 1996
to 2000. 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.

<PAGE>

Paula R. Meyer*

Born in 1954. President since 1998. Piper Capital Management (PCM) President
from 1997 to 1998. PCM Director of Marketing from 1995 to 1997. PCM Director of
Retail Marketing from 1993 to 1995.

Pamela J. Moret*

Born in 1956. Director since December 1999. Chair of the board of directors
since January 2000. Senior vice president - Investment Products since November
1999. Vice president - Variable Assets & Services from 1997 to 1999. Vice
president - Retail Services Group from 1996 to 1997. Vice president
Communications from 1992 to 1996. Various attorney positions in General
Counsel's Office from 1982 to 1992.

*"Interested Person" of AECC 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 1997. Vice president and
corporate treasurer of AEFC since 1997. Controller, American Express
Technologies - Financial Services of AEFC from July 1997 to December 1997.
Controller, Risk Management Products of AEFC from 1994 to 1997. Director of
finance and analysis, Corporate Treasury of AEFC from 1990 to 1994.

Timothy S. Meehan

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

Lorraine R. Hart

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

<PAGE>

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.

Philip C. Wentzel

Born in 1961. Vice president and controller of AECC since January 2000. Vice
president - Finance, Insurance Products of AEFC since 1997. Vice president and
controller of IDS Life since 1998. Director, Financial Reporting and Analysis -
IDS Life from 1992 to 1997.

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

AECC 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 (the
1933 Act) 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 1933 Act and is therefore unenforceable.

INDEPENDENT AUDITORS

<PAGE>

Appendix

Description of corporate bond ratings

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

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

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

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

<PAGE>

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.

<PAGE>

Quick telephone reference*

Selling Agent American Express
Bank International

Region offices 101 East 52nd Street (212) 415-9500
4th Floor
New York, NY 10022

1221 Brickell Avenue (305) 350-7750
8th Floor
Miami, FL 33131

*You may experience delays when call volumes are high.

American Express
Stock Market Certificate
200 AXP Financial Center
Minneapolis, MN 55474
800-862-7919 (toll free)

Distributed by
American Express
Financial Advisors Inc.

S-6038 G (4/00)

<PAGE>

American Express
Stock Market
Certificate

Prospectus April 26, 2000

Potential for stock market growth with safety of principal.

American Express Certificate Company (AECC or AXP Certificate Company), formerly
IDS Certificate Company, issues American Express Stock Market Certificates.

You may:

o Purchase this certificate in any amount from $2,000 through $1 million
unless you receive prior authorization from AECC to invest more.

o Participate in any increase of the stock market based on the S&P 500 Index
while protecting your principal, up to a maximum between 9% and 10%, for a
52-week term (see page 2p).

o Decide whether AECC will guarantee part of your return or whether to link
all of it to the market.

o Keep your certificate for up to 14 successive terms.

Purchasers through some distribution channels and recipients of promotional
coupons may be eligilble for special rates. See "Initial Interest and
Participation Rates" on page 2p and "Maximum return" in "Interest" under "About
the Certificate."

This certificate is backed solely by the assets of AECC. To the extent you link
your interest to the S&P 500 Index, you might earn no interest. See "Risk
Factors" on page 2p.

The distributor and selling agent are not required to sell any specific amount
of securities.

Issuer:

American Express Certificate Company
200 AXP Financial Center
Minneapolis, MN 55474
800-862-7919 (toll free)

Distributor: American Express Financial Advisors Inc.

Selling Agent:
Securities America, Inc.

American Express companies

<PAGE>

Initial Interest and Participation Rates

Here are the interest rates and market participation percentages in effect April
29, 2000:

Maximum Market participation Minimum
Return percentage Interest

10% 100% (full) None

10% 25% (partial) 2.5%

These rates may or may not have changed when you apply to purchase your
certificate. For your first term, your maximum return will be between 9% and
10%. However, if you have received a special promotional coupon and comply with
the requirements in the coupon and as described in "Maximum return" in
"Interest" under "About the Certificate," then your maximum return for your
first term will be between 11% and 12%. Rates for later terms are set at the
discretion of AECC and may differ from the rates shown here.

RISK FACTORS
You should consider the following when investing in this certificate:

To the extent you link your interest to the S&P Index, you might earn no
interest. If you choose to link all of your return on this certificate to the
S&P 500 Index, you earn interest only if the value of the S&P 500 Index is
higher on the last day of your term than it was on the first day of your term.
See "Interest" under "About the Certificate."

This certificate is backed solely by the assets of AECC. Most of our assets are
debt securities and are subject to the following risks:

<PAGE>

Table of Contents

Initial Interest and Participation
Rates 2p

Risk Factors 2p

About the Certificate 4p

Read and Keep This Prospectus 4p

Investment Amounts 4p

Face Amount and Principal 4p

Certificate Term 5p

Value at Maturity 5p

Receiving Cash Before the End of Term 5p

Interest 5p

Promotions and Pricing Flexibility 9p

Historical Data on the S&P 500 Index 9p

Calculation of Return 12p

About the S&P 500 Index 15p

Opportunities at the End of a Term 16p

How to Invest and Withdraw Funds 18p

Buying Your Certificate 18p

Transfer of Ownership 20p

Taxes on Your Earnings 21p

Gifts to Minors 21p

How to Determine the Correct TIN 22p

Foreign Investors 23p

How Your Money Is Used
and Protected 25p

Invested and Guaranteed by AECC 25p

Regulated by Government 25p

Backed by Our Investments 26p

Investment Policies 27p

How Your Money Is Managed 30p

Relationship Between AECC and
American Express Financial
Corporation 30p

About Securities America, Inc. 31p

Capital Structure and Certificates
Issued 31p

Investment Management and Services 31p

Distribution 33p

Selling Agent Agreements with
American Express Bank International
and Securities America, Inc. 34p

Other Selling Agents 35p

Transfer Agent 35p

Employment of Other American
Express Affiliates 35p

Directors and Officers 36p

Independent Auditors 38p

Appendix 39p

Annual Financial Information 40p

Summary of Selected Financial
Information 40p

Management's Discussion and Analysis
of Financial Condition and Results
of Operations 41p

IDS Certificate Company 47p

Report of Independent Auditors 48p

Financial Statements 49p

Notes to Financial Statements 57p

<PAGE>

About the Certificate

READ AND KEEP THIS PROSPECTUS

INVESTMENT AMOUNTS

You may purchase the American Express Stock Market Certificate in any amount
from $2,000 through $1 million (unless you receive prior approval from AECC to
invest more) payable in U.S. currency. You may also make additional lump-sum
investments in any amount at the end of any term as long as your total amount
paid in is not more than the $1 million (unless you receive prior approval from
AECC to invest more).

FACE AMOUNT AND PRINCIPAL

$10,000 Face amount (initial investment)

plus $725 Interest credited to your account at the end of the term

plus $5 Interim interest (See "Interim interest" under "Interest")

minus $(0) Interest paid to you in cash

plus $2,500 Additional investment to your certificate

minus $(0) Withdrawals and applicable penalties

$13,230 Principal at the beginning of the next term

<PAGE>

CERTIFICATE TERM

Your first certificate term is a 52-week period. It begins on the Wednesday
after AECC accepts your application and ends the Tuesday before the 52-week
anniversary of its acceptance. AECC has complete discretion to determine whether
to accept an application and sell a certificate. For example, if AECC accepts
your application on a Wednesday, your first term would begin the next Wednesday.
Your certificate will earn interest at the interim interest rate then in effect
until the term begins. See "Interim interest" under "Interest." It will not earn
any participation interest until the term begins. If you choose to continue to
receive participation interest, subsequent terms are 52-week periods that begin
on the Wednesday following the 14-day grace period at the end of the prior
52-week term. You may begin your next term on any Wednesday during the 14-day
period by providing prior written instructions to AECC. If you choose to receive
fixed interest, subsequent terms will be up to 52 weeks as described in "Fixed
interest" under "Interest" below.

VALUE AT MATURITY

RECEIVING CASH BEFORE THE END OF TERM

If you need money before your certificate term ends, you may withdraw part or
all of its value at any time, less any penalties that apply. The service
document describes procedures for withdrawing money, as well as conditions under
which penalties apply.

INTEREST

<PAGE>

Full participation interest: With this option:

o you earn interest only if the value of the S&P 500 Index is higher on the
last day of your term than it was on the first day of your term.

o your return is linked to stock market performance.

The S&P 500 Index is frequently used to measure the relative performance of the
stock market. For a more detailed discussion of the S&P 500 Index, see "About
the S&P 500 Index."

o a percentage of any increase in the S&P 500 Index, and

o a rate of interest guaranteed by AECC in advance for each term.

Together, they cannot exceed the maximum return. For the maximum return in
effect on the date of this prospectus, see "Initial Interest and Participation
Rate" on page 2p.

The market participation rate and the minimum interest rate on the date of this
prospectus are listed on the inside cover under "Initial interest and
participation rates."

<PAGE>

However, AECC guarantees that, for persons who have received a special
promotional coupon from AECC for purchase of a Stock Market Certificate and have
satisfied any requirement stated in the coupon, the maximum return of the
initial term will be the maximum return for special promotional coupons set out
on page 2p. For example, the coupon may require that you make a minimum
investment and that you are not an existing client of AEFC or another affiliate
of AEFC. AECC or AEFC will select persons to receive the coupon based on a
business strategy to build relationships with persons who work for particular
employers or with new clients in selected market segments who AECC or AEFC
believes meet threshold requirements for such factors as household income and
home values. Coupons may be sent only to persons who both fit such a strategy
and live in particular parts of the country or are affiliated with particular
organizations such as an automobile club. AECC also may give such a coupon to
active or retired AEFC employees, American Express financial advisors, their
immediate promotional rate will only be available if the recipient of the coupon
presents it to the distributor or selling agent at the time of applying to
purchase the certificate.

<PAGE>

term begins will be within a range 15 basis points (.15%) below to 85 basis
points (.85%) above the average interest rate published for 12-month
certificates of deposit (CDs) in the BANK RATE MONITOR(R) (BRM) Top 25 Market
Average(R). BANK RATE MONITOR and National Index are marks owned by
BANKRATE.COMSM, a division of Intelligent Life Corporation, N. Palm Beach, FL
33408. If the BRM Average is no longer publicly available or feasible to use,
AECC may use another, similar index as a guide for setting rates.

The BRM may be available in your local library. To obtain information or current
BRM Average rates, call the Client Service Organization at the telephone numbers
listed on the back cover.

To find out what your certificate's new maximum return, market participation
percentage and minimum interest rate will be for your next term, please consult
your registered representative, or the Client Service Organization at the
telephone numbers listed on the back cover.

<PAGE>

PROMOTIONS AND PRICING FLEXIBILITY

We also may offer different rates based on the amount invested and geographic
location.

Historical data on the S&P 500 Index

The following chart illustrates the month-end closing values of the index from
Dec. 31, 1983 through Feb. 29, 2000. The values of the S&P 500 Index are
reprinted with the permission of S&P.

1400

1200

1000

800

600

400

200

'83 '84 '85 '86 '87 '88 '89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99

Chart shows closing values of the S&P from above 100 in Dec. 1983 to just over
1200 in Feb. 2000.

S&P 500 Index Average Annual Return

Beginning date Period held Average annual
Dec. 31, in years return

1989 10 15.31%

1994 5 26.18

1998 1 19.39

<PAGE>

Actual 52-Week Return - 1/4/94 to 2/8/99

45%

40%

35% Market Index
X
30%

25%

20%

15%
Stock Market Certificate
10% 100% Participation
X
5% X Stock Market Certificate
25% Participation & Minimum Rate
0%

1/94 5/94 12/94 6/95 12/95 5/96 11/96 5/97 11/97 4/98 10/98 4/99 10/99 2/00

Chart shows 52-week Moving Price Return of the S&P from a high of almost 50% to
a low of approximately -20%.

S&P 500 Index - December 1984 to February 2000

Observations
25

20 Distribution of
52-Week Moving
15 Price Returns

-15 -10 -5 0 5 10 15 20 25 29.9 >=30

Chart shows the distribution of all 52-week price returns of the S&P 500 from
12/31/84 through 2/29/00 with a high of just over 25 observations and a low
fewer than 5 observations.

<PAGE>

Actual 52-Week Return - 1/4/94 to 2/8/00
45%

40%

35% Market Index
X
30%

25%

20%

15%
Stock Market Certificate
10% 100% Participation
X
5% X
Stock Market Certificate
0% 25% Participation & Minimum Rate

1/94 6/94 12/94 6/95 12/95 5/96 11/96 5/97 11/97 4/98 10/98 4/99 10/99 2/00

Chart shows actual returns of the certificate at full and 25% participation with
the full participation generally tracking the market indexes over the 30% period
and 25% level of participation tracking at the 25% level of return, subject to
the maximum return in both cases.

The Stock Market Certificate was first available on Jan. 24, 1990. The
performance reflects the returns on the 52-week anniversary date, falling on a
Wednesday, of each of the weeks shown.

The NYSE Composite Index(R) is a registered service mark of the New York Stock
Exchange, Inc. (NYSE) and is a composite covering price movements of all common
stocks listed on the NYSE.

<PAGE>

CALCULATION OF RETURN

The increase or decrease in the S&P 500 Index, as well as the actual return paid
to you, is calculated as follows:

Rate of return on S&P 500 Index

Term ending value of S&P 500 Index minus

Term beginning value of S&P 500 Index divided by

Term beginning value of S&P 500 Index equals

Rate of return on S&P 500 Index

For Example, Assume:

Term ending value of S&P 500 Index 1,425

Term beginning value of S&P 500 Index 1,300

Maximum return 10%

Minimum return 2.50%

Partial participation rate 25%

1,425 Term ending value of S&P 500 Index

minus 1,300 Term beginning value of S&P 500 Index

equals 125 Difference between beginning and ending values

125 Difference between beginning and ending values

divided by 1,300 Term beginning value of S&P 500 Index

equals 9.62% Percent increase-- full participation return

9.62% Percent increase or decrease

times 25% Partial participation rate

equals 2.40%

plus 2.50% 2.50% minimum interest rate

equals 4.90% Partial participation return

In both cases in the example, the return would be less than the 10% maximum.

<PAGE>

Maximum Partial participation
Start of Term annual return minimum rate

Jan. 24, 1990 18.00% 5.00%

Feb. 5, 1992 18.00 4.00

May 13, 1992 15.00 4.00

Sept. 9, 1992 12.00 3.00

Nov. 11, 1992 10.00 2.50

Nov. 2, 1994 10.00 2.75

April 26, 1995 12.00 3.50

Jan. 17, 1996 10.00 3.25

Feb. 26, 1997 10.00 3.00

May 7, 1997 10.00 2.75

Oct. 8, 1997 10.00 2.50

Dec. 16 1998 9.00 2.50

Feb. 2, 2000 10.00 2.50

Examples:

To help you understand the way a participation term of this certificate works,
here are some hypothetical examples. The following are three different examples
of market scenarios and how they affect the certificate's return. Assume for all
examples that:

o you purchased the certificate with a $10,000 original investment;

o the partial participation rate is 25%;

o the minimum interest rate for partial participation is 2.50%;

o the maximum total return for full and partial participation is 10%.

<PAGE>

1. If the S&P 500 Index value rises

Week 1/Wed Week 52/Tues

S&P 500 S&P 500
Index 1000 8% increase in the S&P 500 Index Index 1080

Full participation interest Partial participation interest and
minimum interest

$10,000 Original investment $10,000 Original investment

+ 800 8% x $10,000 + 250 2.50% (Minimum interest rate)
x $10,000

Participation interest + 200 25% x 8% x $10,000
Participation interest

$10,800 Ending balance $10,450 Ending balance
(8% Total return) (4.50% Total return)

2. If the Market and the S&P 500 Index value fall

Week 1/Wed Week 52/Tues

S&P 500 S&P 500
Index 1000 4% decrease in the S&P 500 Index Index 961

Full participation interest Partial participation interest and
minimum interest

$10,000 Original investment $10,000 Original investment

+ 0 Participation interest + 250 2.50% (Minimum interest
rate) x $10,000

$10,000 Ending balance + 0 Participation interest
(0% Total return) $10,250 Ending balance
(2.50% Total return)

3. If the Market and the S&P 500 Index value rise above the maximum return

Week 1/Wed Week 52/Tues

S&P 500 S&P 500
Index 1000 16% increase in the S&P 500 Index Index 1160

Full participation interest Partial participation interest and
minimum interest

$10,000 Original investment $10,000 Original investment

+ 1,000 10% x $10,000 + 250 2.50% (Minimum interest
rate) x $10,000

Maximum interest + 400 25% x 16% x $10,000
Participation interest

$11,000 Ending balance $10,650 Ending balance
(10% Total return) (6.50% Total return)

<PAGE>

ABOUT THE S&P 500 INDEX

<PAGE>

OPPORTUNITIES AT THE END OF A TERM

Grace period: When your certificate term ends, you have 14 days before a new
term automatically begins. During this 14-day grace period you can:

o change your interest selection,

o add money to your certificate,

o change your term start date,

o withdraw part or all of your money without a withdrawal penalty or loss of
interest,

o or receive your interest in cash.

<PAGE>

New term: If you do not make changes, your certificate will continue with your
current selections when the new term begins 14 days later. You will earn interim
interest during this 14-day grace period. If you don't want to wait 14 days
before starting your next market participation term, you must phone or send
written instructions before your current term ends. You can tell us to start
your next term on any Wednesday that is during the grace period and immediately
following the date on which we receive your notice. Your notice may also tell us
to change your interest selection, add to your certificate or withdraw part of
your money. The notification that we send you at the end of the term cannot be
sent before the term ends because indexing information and interest (if any) are
included in the notice and are not known until the term ends. Any additional
payments received during the current term will be applied at the end of the
current term. By starting your new term early and waiving the 14-day grace
period, you are choosing to start your next term without knowing the ending
value of your current term.

<PAGE>

How to Invest and Withdraw Funds

BUYING YOUR CERTIFICATE

Your registered representative will help you fill out and submit an application
to open an account with us and purchase a certificate. We will process the
application at our corporate offices in Minneapolis. When we have accepted your
application and we have received your initial investment, we will send you a
confirmation showing the acceptance date, the date your term begins and the
interest selection you have made detailing your market participation percentage
and, if applicable, the minimum interest rate for your first term. After your
term begins, we will send you notice of the value of the S&P 500 Index on the
day your term began. The rates in effect on the date we accept your application
are the rates that apply to your certificate. See "Purchase policies" below.

Penalties for withdrawal during a term: If you withdraw money during a term, you
will pay a penalty of 2% of the principal withdrawn. The 2% penalty is waived
upon death of the certificate owner.

You may not make a partial withdrawal if it would reduce your certificate
balance to less than $2,000. If you request such a withdrawal, we will contact
you for revised instructions.

When you request a full or partial withdrawal during a term, we pay you from the
principal of your certificate.

<PAGE>

Following are examples describing a $2,000 withdrawal during a term for
participation and fixed interest:

Participation interest

Account balance $10,000

Interest (interest is credited at the end of the term) 0

Withdrawal of principal (2,000)

2% withdrawal penalty (40)

Balance after withdrawal $7,960

You will forfeit any accrued interest on the withdrawal amount.

Fixed interest

Account balance $10,000

Interest credited to date 100

Withdrawal of credited interest (100)

Withdrawal of principal (1,900)

2% withdrawal penalty (on $1,900 principal withdrawn) (38)

Balance after withdrawal $8,062

<PAGE>

Other full and partial withdrawal policies:

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

o Any payments to you may be delayed under applicable rules, regulations or
orders of the Securities and Exchange Commission (SEC).

o We will charge a fee if you request express mail delivery. We will deduct
the fee from your remaining certificate balance, provided that balance
would not be less than $2,000. If the balance would be less than $2,000, we
will deduct the fee from the proceeds of the withdrawal.

o We may deduct a service fee from your balance (for partial withdrawals) or
from the proceeds of a full withdrawal.

TRANSFER OF OWNERSHIP

While this certificate is not negotiable, AECC will transfer ownership upon
written notification to our Client Service Organization.

<PAGE>

Taxes on Your Earnings

Participation and minimum interest on your certificate is taxable when credited
to your account. Fixed and interim interest are fully taxable as earned. Each
calendar year we provide the certificate account owner and the IRS with reports
of all earnings over $10 (Form 1099). Withdrawals are reported to the
certificate owner and the IRS on Form 1099-B, "Proceeds from Broker and Barter
Exchange Transactions."

GIFTS TO MINORS

<PAGE>

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

o a $50 penalty for each failure to supply your correct TIN;

o a civil penalty of $500 if you make a false statement that results in no
backup withholding; and

o criminal penalties for falsifying information.

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

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

How to determine the correct TIN

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

Individual or joint account The individual or one of the owners
listed on the joint account

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

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

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

Sole proprietorship The owner

Partnership The partnership

Corporate The corporation

Association, club or tax-exempt
organization The organization

For details on TIN requirements, ask your registered representative for federal
Form W-9, "Request for Taxpayer Identification Number and Certification." You
also may obtain the form on the Internet at
(http://www.irs.gov/prod/forms_pubs/).

<PAGE>

Foreign Investors

Tax treatment of your investment: If you are not a citizen or resident of the
United States (nonresident alien), who has supplied AECC with Form W-8,
Certificate of Foreign Status, interest paid on your certificate is most likely
"portfolio interest" as defined in U.S. Internal Revenue Code Section 871(h). If
the certificate is treated as a CDI, part of the earned income may be treated as
a capital gain instead of portfolio interest. Form W-8 must be supplied with
both a current mailing address and an address of foreign residency, if
different. AECC will not accept purchases of certificates by nonresident aliens
without an appropriately certified Form W-8 (or approved substitute). The Form
W-8 in effect before January 1, 2001, must be resupplied every three calendar
years. If you have supplied a Form W-8 that certifies that you are a nonresident
alien, the interest income or capital gain will be reported at year end to you
and to the U.S. government on a Form 1042-S, Foreign Person's U.S. Source Income
Subject to Withholding. Your interest income or capital gain will be reported to
the IRS even though it is not taxed by the U.S. government. The United States
participates in various tax treaties with foreign countries. Those treaties
provide that tax information may be shared upon request between the United
States and such foreign governments.

<PAGE>

Withholding taxes: If you fail to provide a Form W-8 as required above, you will
be subject to 31% backup withholding on interest payments and withdrawals from
certificates.

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

<PAGE>

How Your Money Is Used and Protected

INVESTED AND GUARANTEED BY AECC

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,

REGULATED BY GOVERNMENT

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

<PAGE>

As a condition to regulatory relief from the SEC, AECC has agreed to maintain
capital and surplus equal to 5% of outstanding liabilities on certificates (not
including loans made on certificates in accordance with terms of some
certificates that no longer are offered by AECC). AECC is not obligated to
continue to rely on the relief and continue to comply with the conditions of the
relief. Similarly, AECC has entered into a written, informal understanding with
the Minnesota Commerce Department that AECC will maintain capital equal to 5% of
the assets of AECC (less any loans on outstanding certificates). When computing
its capital, for these purposes, AECC values its assets on the basis of
statutory accounting for insurance companies rather than generally accepted
accounting principles.

BACKED BY OUR INVESTMENTS

Our investments are varied and of high quality. This was the composition of our
portfolio as of Dec. 31, 1999:

Type of investment Net amount invested

Corporate and other bonds 49%

Government agency bonds 22

Preferred stocks 16

Mortgages 11

Municipal bonds 1

Cash and cash equivalents 1

<PAGE>

As of Dec. 31, 1999, about 89% of our securities portfolio (including 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,
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, 1999, schedule of Investments in Securities of
Unaffiliated Issuers are available upon request. For comments regarding the
valuation, carrying values and unrealized appreciation (depreciation) of
investment securities, see Notes 1, 2 and 3 to the financial statements.

INVESTMENT POLICIES

Debt securities --

Most of our investments are in debt securities as referenced in the table in
"Backed by Our Investments" under "How Your Money Is Used and Protected."

As of Dec. 31, 1999, AECC held about 11% of its investment portfolio (including
bonds, preferred stocks and mortgages) in investments rated below investment
grade.

<PAGE>

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 --

Underwriting --

Borrowing money --

Real estate --

Lending securities --

<PAGE>

When-issued securities --

Financial transactions including hedges --

Illiquid securities --

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 AECC AND AMERICAN EXPRESS FINANCIAL CORPORATION

AECC 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, NW, 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.

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.

<PAGE>

American Express Company is a financial services company engaged through
subsidiaries in other businesses including:

o travel related services (including American Express(R) Card 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) and Travelers Cheque and related services.

ABOUT SECURITIES AMERICA, INC.

Securities America, Inc. (SAI) is a wholly owned subsidiary of Securities
America Financial Corporation (formerly Financial Dynamics Inc.). American
Express Financial Corporation acquired Financial Dynamics Inc. in March 1998.
SAI operates as a fee-based broker dealer. As of March 31, 2000 SAI had 1,219
registered representatives.

CAPITAL STRUCTURE AND CERTIFICATES ISSUED

AECC 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.

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,

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

<PAGE>

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

Advisory and services fee computation

Included assets Percentage of total book value

First $250 million 0.750%

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 AECC except mortgage loans, real estate, and
any other asset on which we pay an outside advisory or service fee.

Advisory and services fee for the past three years

Percentage of
Year Total fees included assets

1999 $8,691,974 0.26%

1998 9,084,332 0.24

1997 17,232,602 0.50

Estimated advisory and services fees for 2000 are $8,604,000.

<PAGE>

Other expenses payable by AECC: 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 of our directors who are not officers or employees of
AEFC;

o provision for certificate reserves (interest accrued on certificate owner
accounts); and

o expenses of customer settlements not attributable to sales function.

DISTRIBUTION

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

o 0.90% of the initial investment on the first day of the certificate's term,
and

o 0.90% of the certificate's reserve at the beginning of each subsequent
term,

for certificates sold through American Express Financial Advisors, but not for
certificates sold through American Express Bank International (AEBI). For
certificates sold through selling agents, AEFA receives a fee of 1.0% per term
of the principal amount of each certificate. AEFA pays compensation to selling
agents from this fee.

This fee is not assessed to your certificate account.

See note 1 to financial statements regarding deferral of distribution fee
expense.

American Express Financial Advisors Inc. pays other selling expenses in
connection with services to us. Our board of directors, including a majority of
directors who are not interested persons of American Express Financial Advisors
Inc. or AECC, approved these distribution agreements.

<PAGE>

SELLING AGENT AGREEMENTS WITH AMERICAN EXPRESS BANK INTERNATIONAL AND SECURITIES
AMERICA, INC.

In turn, under Selling Agent Agreements with American Express Financial Advisors
Inc., AEBI and SAI receive compensation for their services as selling agents for
this certificate as follows:

o AEBI receives a fee equal to 1.0% per term of the principal amount of each
certificate for which AEBI is the selling agent.

Such payments will be made quarterly in arrears.

These fees are not assessed to your certificate account.

Although AEBI is a banking entity, the Stock Market Certificate is not a bank
product, nor is it backed or guaranteed by AEBI, by AEBL, or by any other bank,
nor is it guaranteed or insured by the FDIC or any other federal agency. AEBI is
registered where necessary as a securities broker-dealer.

<PAGE>

OTHER SELLING AGENTS

This certificate may be sold through other selling agents, under arrangements
with American Express Financial Advisors Inc., at commissions of up to:

o 1.00% of the initial investment on the first day of the certificate's term;
and

o 1.00% of the certificate's reserve at the beginning of each subsequent term.

This fee is not assessed to your certificate account.

TRANSFER AGENT

EMPLOYMENT OF OTHER AMERICAN EXPRESS AFFILIATES

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

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

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

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

<PAGE>

DIRECTORS AND OFFICERS

We paid a total of $32,000 during 1999 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.

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

<PAGE>

Pamela J. Moret*
Born in 1956. Director since December 1999. Chair of the board of directors
since January 2000. Senior vice president Investment Products since November
1999. Vice president - Variable Assets & Services from 1997 to 1999. Vice
president Retail Services Group from 1996 to 1997. Vice president -
Communications from 1992 to 1996. Various attorney positions in General
Counsel's Office from 1982 to 1992.

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

Executive officers

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