IDS LIFE INSURANCE CO /MN
POS AMI, 1994-04-06
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<PAGE>
PAGE 1
                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

                             FORM S-1

                  POST EFFECTIVE AMENDMENT NO. 2
              TO REGISTRATION STATEMENT NO. 33-48701

                               Under

                    The Securities Act of 1933

                 IDS Life Insurance Company               
        (Exact name of registrant as specified in charter)

                         Minnesota                        
  (State or other jurisdiction of incorporation or organization)

                                63
___________________________________________________________________
     (Primary Standard Industrial Classification Code Number)

                            41-0823832
___________________________________________________________________
               (I.R.S. Employer Identification No.)

             IDS Tower 10, Minneapolis, MN 55440-0010
                          (612) 671-3131
___________________________________________________________________
   (Address, including zip code, and telephone number, including
      area code, of registrant's principal executive offices)

                    Mary Ellyn Minenko, Counsel
                    IDS Life Insurance Company
          IDS Tower 10, Minneapolis, Minnesota 55440-0534
                       (612) 671-3678                      
     (Name, address, including zip code, and telephone number,
            including area code, of agent for service)

It is proposed that this filing become effective on April 29, 1994.

If any of the Securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. [X]
<PAGE>
PAGE 2
<TABLE>
<CAPTION>
                                 Calculation of Registration Fee
____________________________________________________________________________________________________________________________
                                                                                 Proposed  
Title of each class                                    Proposed                   maximum                
of securities to be             Amount to be        maximum offering         aggregate offering            Amount of
   registered                    registered          price per unit                price                registration fee
____________________________________________________________________________________________________________________________
<S>                                 <C>             <C>                      <C>                        <C>
Interests in the Fixed              N/A
Account of the Group,
Unallocated Fixed/Variable                                                                   
Annuity Contracts for
Qualified Retirement
Plans
</TABLE>
<PAGE>
PAGE 3
<TABLE>
<CAPTION>
                    IDS LIFE INSURANCE COMPANY

                Registration Statement on Form S-1

                       Cross-Reference Sheet
              Pursuant to Regulation S-K, Item 501(b)
                                                                          Page
                                                                          Number in
Form S-1 Item Number and Caption                  Located in Prospectus;  Prospectus
<S>                                               <C>                     <C>
                                                         Caption          5
                                                                          

1.  Forepart of the Registration
    Statement and Outside Front
    Cover Page of Prospectus......................Outside Front Cover     5

2.  Inside Front and Outside Back
    Cover Pages of Prospectus.....................Table of Contents       6-7

3.  Summary Information, Risk Factors
    and Ratio of Earnings to Fixed
    Charges.......................................Summary or, as to       9-13
                                                  ratio of earnings
                                                  to fixed charges,
                                                  Not Applicable

4.  Use of Proceeds...............................About the Accounts      17-19
                                                  and Funds

5.  Determination of Offering Price...............Not Applicable

6.  Dilution......................................Not Applicable

7.  Selling Security Holders......................Not Applicable

8.  Plan of Distribution..........................Distribution of         33
                                                  Contracts

9.  Description of Securities to Be
    Registered....................................About the Accounts      17-19
                                                  and Funds
10. Interests of Named Experts and
    Counsel.......................................Not Applicable

11. Information with Respect to the
    Registrant....................................Who Issues the          17,35
                                                  Contract; Additional
                                                  Information about the
                                                  Company

12. Disclosure of Commission Position
    on Indemnification for Securities
    Act Liabilities...............................See Item 14 in Part     63
                                                  II
</TABLE>
<PAGE>
PAGE 4
                              PART I.

                INFORMATION REQUIRED IN PROSPECTUS

Attached hereto and made a part hereof is the Prospectus dated 
April 29, 1994.
<PAGE>
PAGE 5
IDS Life Group Variable Annuity Contract
   
Prospectus/April 29, 1994
    
This prospectus describes a group, unallocated deferred annuity
contract (the Contract) offered by IDS Life Insurance Company (the
Company).  This Contract is designed to fund employer group
retirement plans (the Plans) that qualify as retirement programs
under Sections 401 (including 401(k)) and 457 of the Internal
Revenue Code of 1986, as amended (the Code).  The Contracts provide
for the accumulation of values on a fixed and/or variable basis. 
Retirement payments are made on a fixed basis.

IDS Life Accounts F, IZ, JZ, G, H and N Group, Unallocated
Fixed/Variable Annuity Contracts for Qualified Retirement Plans

Sold by:  IDS Life Insurance Company IDS Tower 10 Minneapolis, MN
55440-0010 Telephone: (612) 671-3131

THIS PROSPECTUS SETS FORTH THE INFORMATION ABOUT IDS LIFE ACCOUNTS
F, IZ, JZ, G, H AND N THAT YOU SHOULD KNOW BEFORE INVESTING.  THIS
PROSPECTUS IS ACCOMPANIED OR PRECEDED BY THE PROSPECTUS OF IDS LIFE
CAPITAL RESOURCE FUND, IDS LIFE INTERNATIONAL EQUITY FUND, IDS LIFE
AGGRESSIVE GROWTH FUND, IDS LIFE SPECIAL INCOME FUND, INC., IDS
LIFE MONEYSHARE FUND, INC.  AND IDS LIFE MANAGED FUND, INC.  ALL
PROSPECTUSES SHOULD BE RETAINED FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
   
IDS LIFE INSURANCE COMPANY IS NOT A BANK AND THE SECURITIES IT
OFFERS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ANY BANK, NOR ARE THEY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
AGENCY.
    
A Statement of Additional Information dated April 29, 1994 has been
filed with the Securities and Exchange Commission (SEC) and is
available without charge by contacting the Company at the telephone
number or address shown above.

The Table of Contents of the Statement of Additional Information
appears on page __ of this prospectus.

<PAGE>
PAGE 6
Table of Contents          

Definitions..........     
Summary of Contents..........     
Expense Summary..........     
Condensed Financial Information..........     
Financial Statements..........     
Performance Information..........     
Yield..........     
Total Return..........     
About the Contract..........     
Purpose of the Contract..........     
Who Issues the Contract..........     
About the Accounts and Funds..........     
The Fixed Account..........     
The Variable Accounts..........     
Investment Objectives of the Funds..........     
Using the Contract..........     
Buying the Contract..........     
Allocation of Purchase Payments..........     
Contract Value..........     
Transfers of Contract Values..........     
Cash Withdrawals, Loans and Conversions..........     
Contract Transfer, Termination and Market Value 
Adjustment............  
Contract Charges - Charges Against the Accounts........     
Annuity Settlement Provisions..........     
Other Contractual Provisions..........    
Nontransferability..........     
Voting of Fund Shares..........     
Periodic Reports..........     
Substitution..........     
Modification..........     
Prohibited Investments..........     
Proof of Condition or Event..........     
Distribution of Contracts..........     
Federal Tax Status..........     
Introduction..........     
Tax Treatment of the Company and the Variable Account........       
Taxation of Annuities in General..........     
Recordkeeper..........     
Additional Information about the Company..........     
Selected Financial Data..........     
Management's Discussion and Analysis of Consolidated Financial 
Condition and Results of Operations..........     
Reinsurance..........     
Reserves..........     
Investments..........     
Competition..........     
Employees..........     
Properties..........     
State Regulation..........     
Directors and Executive Officers..........     
Executive Compensation..........     
Security Ownership of Management..........     
Legal Proceedings and Opinion..........     
<PAGE>
PAGE 7
Experts..........       
Appendix..........       
IDS Life Financial Information..........       
Table of Contents of the Statement of Additional
Information..........       

<PAGE>
PAGE 8
Definitions 

Accounts (Variable Accounts) - IDS Life Account F, IDS Life Account
IZ, IDS Life Account JZ, IDS Life Account G, IDS Life Account H and
IDS Life Account N.  These are the Variable Accounts from which the
Owner may choose.  Each Account invests in shares of a separate
Mutual Fund.  IDS Life Account F invests in shares of IDS Life
Capital Resource Fund, IDS Life Account IZ invests in shares of IDS
Life International Equity Fund, IDS Life Account JZ invests in
shares of IDS Life Aggressive Growth Fund, IDS Life Account G
invests in shares of IDS Life Special Income Fund, Inc., IDS Life
Account H invests in shares of IDS Life Moneyshare Fund, Inc.  and
IDS Life Account N invests in shares of IDS Life Managed Fund, Inc.

Accumulation Unit - A unit of measure used in the calculation of
the value of the Variable Accounts.

Contract Anniversary - An anniversary of the effective date of this
Contract.

Contract Value - The total value of the Contract before any
applicable withdrawal charge, market value adjustment and contract
administrative charge or other applicable charge have been
deducted.

Contract Year - Any period of one year commencing with the
effective date of this Contract or with any contract anniversary.

Fixed Account - An additional account the Owner may choose to
allocate purchase payments and contract values.  It provides
guaranteed values and periodically adjusted interest rates.

Mutual Funds (Funds) - IDS Life Capital Resource Fund (Capital
Resource Fund),IDS Life International Equity Fund (International
Equity Fund), IDS Life Aggressive Growth Fund (Aggressive Growth
Fund), IDS Life Special Income Fund, Inc. (Special Income Fund),
IDS Life Moneyshare Fund, Inc. (Moneyshare Fund) and IDS Life
Managed Fund, Inc. (Managed Fund).  These Funds are referred to as
the IDS Life Retirement Annuity Mutual Funds.  The Owner may choose
to invest purchase payments into a Variable Account investing in
shares of one of these Funds.

Owner - The plan sponsor or trustee of the Plan.

Participant - An eligible employee or other person who is entitled
to benefits under the Plan.

Plan - The retirement Plan under which the Contract is issued and
which meets the requirements of Code Sections 401 (including
401(k)) or 457.

Purchase Payment (Payment) - An amount paid to the Company as
consideration for the benefits provided by the Contract.

Valuation Date - Each day the New York Stock Exchange is open for
trading.
<PAGE>
PAGE 9
Valuation Period - The interval of time commencing at the close of
business on each valuation date and ending at the close of business
on the next valuation date.  Close of business is normally 3 p.m.
(Central time).

Withdrawal Charge - A deferred sales charge that may be applied if
the Owner takes a total or partial withdrawal or the Contract is
transferred or terminated.

Summary of Contents 

About the Contract

Purpose of the Contract - The Contract is available for Plans that
meet the requirements of Code Sections 401 (including 401(k)) and
457.  The Contract allows the Owner to elect to have Contract
Values accumulate in all of six Variable Accounts, as well as the
Fixed Account.  Retirement payments will be made on a fixed basis
(page __).

Who Issues the Contract - IDS Life Insurance Company, a subsidiary
of IDS Financial Corporation (IDS), issues the Contract (page __). 

About the Accounts and Funds

The Fixed Account and the Variable Accounts - There are six
separate Variable Accounts available for investment and a Fixed
Account.  The six Variable Accounts are registered together as a
single unit investment trust under the Investment Company Act of
1940 (1940 Act) (page __).

Investment Objectives of the Funds - Each Fund has a different
investment objective.  Capital Resource Fund invests primarily in
common stocks and securities convertible into common stocks. 
International Equity Fund invests primarily in equity securities of
foreign issuers.  Aggressive Growth Fund invests primarily in
common stocks of small- and medium-size companies.  Special Income
Fund invests primarily in bonds of the four highest ratings or the
equivalent.  Moneyshare Fund invests in money market securities. 
Managed Fund invests in common and preferred stock, securities
convertible into common stock, bonds and money-market instruments
(page __). 

Using the Contract

Buying the Contract - The Owner may obtain an application for the
Contract from an IDS financial planner.  Applications are subject
to acceptance at the Company's office in Minneapolis (page 14).
   
Purchase payments are to be paid to the Company at its Minneapolis
office.  Generally, payments may be made annually, semiannually,
quarterly or monthly or on any other frequency acceptable to the
Company (page __).
    
Allocation of Purchase Payments - Upon receipt by the Company,
purchase payments will be allocated to the Account(s) the Owner
chooses (page __).<PAGE>
PAGE 10
Contract Value - The contract value at any time is the sum of the
Fixed Account contract value and the Variable Account contract
value.  Purchase payments or contract values allocated to any
Variable Account will be credited in the form of accumulation
units.  The variable accumulation unit value increases or decreases
with the performance of the underlying Mutual Fund (page __).

Transfers of Contract Values - While this Contract is in force, the
Owner can give the Company instructions to redistribute investments
among the six Variable Accounts and, subject to certain
restrictions, between the Variable Accounts and the Fixed Account
(page __).

Cash Withdrawals, Loans and Conversions - While this Contract is in
force, the Owner may request a total or partial withdrawal of the
contract value.  Withdrawals may be subject to withdrawal charges
and income taxes and may be subject to federal tax penalties. 
Total withdrawals may be subject to a market value adjustment. 
Payment usually will be mailed within seven days of the receipt of
a request for a withdrawal (page __).

The Owner also may request a withdrawal for the purpose of funding
loans for participants in accordance with the terms of the Plan.  A
withdrawal for the purpose of funding a loan will not be subject to
withdrawal charges.  However, the Company reserves the right to
deduct such withdrawal charges from the remaining contract value to
the extent of any unpaid loans at the time of a total withdrawal of
contract value or at Contract transfer or termination (page __).

If a participant terminates employment, the Owner may direct the
Company to withdraw a part of the contract value so that the
participant can purchase an individual deferred annuity contract
then offered by the Company.  No withdrawal charges will apply at
the time of such withdrawal for conversion (page __).

Contract Transfer, Termination and Market Value Adjustment - The
Owner may direct the Company to withdraw the total contract value
and transfer that value to another funding agent (page __).

Under certain circumstances, the Company may terminate the Contract
(page __).

If the value of the Fixed Account is canceled due to total
withdrawal, Contract transfer or Contract termination, a market
value adjustment may be imposed in addition to applicable Contract
charges.  The amount of the market value adjustment approximates
the gain or loss resulting from sale by the Company of assets
purchased by the purchase payments (page __).

Contract Charges - The Company charges a fee for establishing and
maintaining its records and for normal administrative expenses and
services for this Contract.  The annual charge is $500 deducted
from the contract value on a quarterly basis ($125 per quarter)
each contract year or, if earlier, when the contract value is
totally withdrawn or the Contract is transferred or terminated.  
<PAGE>
PAGE 11
The Company reserves the right to increase this contract 
administrative charge in the future, but guarantees that it will
never exceed $1,000 per year ($250 per quarter) (page __).

The Company also deducts a mortality and expense risk charge at an
annual rate of 1 percent of the average daily net assets of the
Variable Accounts (page __).  Subject to certain exceptions, a
withdrawal charge applies to amounts withdrawn from the Contract
prior to the eighth contract year.  The withdrawal charge starts at
6 percent of the amount withdrawn in the first two contract years
and reduces by 1 percent per year thereafter so that there is no
withdrawal charge in the eighth and later contract years (page __).

The Company may be able to reduce or eliminate certain contract
charges for some purchases (page __).

Certain state and local governments may impose premium taxes (page
__).

Annuity Settlement Provisions - The Owner may select one of five
annuity payout options under the Contract and direct the Company to
begin retirement payments to a payee under the option.  The payment
schedule under the option selected must meet the requirements of
the Plan.  The benefits under an option will be provided on a fixed
basis (page __). 

Other Contractual Provisions

Nontransferability - In general, no benefit or privilege under this
Contract may be assigned (page __).

Voting of Fund Shares - The Company will vote fund shares held by
the Variable Accounts at meetings of shareholders of the funds in
accordance with instructions received from persons having the right
to give voting instructions (page __).

Periodic Reports - The Company will send the Owner quarterly
reports (page __).

Substitution - Under certain circumstances, the Company may
substitute shares of another registered open-end management
investment company both for fund shares already purchased by the
Variable Accounts and for purchases to be made in the future (page
__).

Modification - Upon notice to the Owner, the Company may modify the
Contract under certain circumstances (page __).

Prohibited Investments - The Owner will not offer under the Plan as
a funding vehicle to which future contributions may be made: (1)
guaranteed investment contracts; (2) bank investment contracts; (3)
annuity contracts; or (4) funding vehicles providing a guarantee of
principal (page __).

Proof of Condition or Event - Under certain circumstances, the
Company may require proof that a certain condition has been met
prior to making payment (page __). 
<PAGE>
PAGE 12
Distribution of Contracts

The Company is the principal underwriter for the Contracts (page
__). 

Federal Tax Status

Tax Treatment of the Company and the Variable Accounts - The
Company is taxed as a life insurance company under the Code.  The
income and capital gains of the Variable Accounts, to the extent
applied to increase reserves under the Contract, are not taxable to
the Company (page __).

Taxation of Annuities in General - According to current
interpretations of federal income tax law, generally there is no
federal income tax to Participants on contributions made by the
Owner to the Contract or on any increases in the Contract's value
until distributions are made.  Under certain circumstances, there
also may be a 10 percent IRS penalty tax and 20 percent income tax
withholding imposed on distributions.  The rights of any person to
benefits under the Plans will be subject to the terms of the Plans
themselves (page __). 

Recordkeeper

Any person or entity authorized by the Owner to administer
recordkeeping services for the Plan and Participants must be
approved by the Company (page __).

Expense Summary
   
The purpose of the following table is to help Owners and
prospective purchasers understand the costs and expenses that are
borne, directly and indirectly, by Owners.  The table reflects
expenses of the Variable Accounts and the underlying Mutual Funds. 
The information set forth should be considered together with the
narrative provided under the heading "Contract Charges - Charges
Against the Accounts" in this prospectus, and with the prospectus
for the Funds.  For more information about withdrawal charges, see
page __.
    
Withdrawal Charge
(as a percentage of amounts withdrawn)
_________________________________________________________________
Amount Withdrawn
in Contract Year              Withdrawal Charge
_________________________________________________________________
  1                                 6%
  2                                 6
  3                                 5
  4                                 4
  5                                 3
  6                                 2
  7                                 1
  8 and later                       0
_________________________________________________________________
<PAGE>
PAGE 13
Annual Contract 
Administrative Charge     $500

Total Separate Account Annual Expenses*
(as a percentage of
average daily net assets) 
Mortality and Expense Risk Charge     1%
   
Annual Operating Expenses of Underlying Mutual Funds
<TABLE>
<CAPTION>
_____________________________________________________________________________________________________________________________
(as a percentage of                  Capital   International   Aggressive   Special
average daily net assets)           Resource      Equity         Growth     Income    Moneyshare    Managed
<S>                                   <C>          <C>            <C>         <C>       <C>          <C>
Management Fees..............         .65%         .89%           .65%        .65%      .55%         .65%
Other Expenses...............         .04          .14            .07         .04       .04          .04

Total Operating Expenses of
Underlying Mutual Funds**....         .69%        1.03%           .72%        .69%      .59%         .69%  

Example**

You would pay the following expenses on a $1,000 investment, assuming (1) 5-percent annual return and (2) surrender at the end of
each time period:

1 year...........                     $ 84.47      $ 87.74        $ 84.76     $ 84.47   $ 83.50      $ 84.47
3 years..........                      124.57       134.49         125.45      124.57    121.65       124.57
5 years..........                      154.86       171.72         156.36      154.86    149.86       154.86
10 years.........                      258.41       293.11         261.52      258.41    247.97       258.41

You would pay the following expenses on the same investment assuming no surrender:

1 year...........                     $ 22.84      $ 26.32        $ 23.14     $ 22.84   $ 21.81      $ 22.84
3 years..........                       70.39        80.55          71.31       70.39     67.30        70.39
5 years..........                      120.56       137.99         122.11      120.56    115.38       120.56
10 years.........                      258.41       293.11         261.52      258.41    247.97       258.41
_____________________________________________________________________________________________________________________________
This example should not be considered a representation of past or future expenses.  Actual expenses may be more or less than those
shown. 

*Premium taxes imposed by some state and local governments may be applicable.  They are not reflected in this table. 
**Annualized operating expenses of underlying Mutual Funds at Dec. 31, 1993.
***In this example, the $500 Annual Contract Administrative Charge is approximated as a .538 percent charge based on IDS Life's
average contract size.
</TABLE>

Condensed Financial Information (Unaudited)

The tables below give per-unit information about the financial
history of each Account.
<TABLE>
<CAPTION>
                                                                   Years Ended Dec. 31,                                 
                                  1993     1992     1991     1990     1989     1988     1987     1986     1985     1984 
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>
Account F (Investing in shares of Capital Resource Fund)
Accumulation unit value at
beginning of period ..........    $4.82    $4.67    $3.22    $3.23    $2.57    $2.31    $2.07    $1.92    $1.52    $1.61
Accumulation unit value at
end of period ................    $4.93    $4.82    $4.67    $3.22    $3.23    $2.57    $2.31    $2.07    $1.92    $1.52
Number of accumulation units
outstanding at end of period
(000 omitted) ................  488,632  402,977  309,984  242,767  204,645  186,639  180,907  148,626  112,2981  73,572
________________________________________________________________________________________________________________________
Ratio of operating expense to
average net assets ...........    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%

Account IZ2 (Investing in shares of International Equity Fund)
Accumulation unit value at
beginning of period ..........    $0.98    $1.00       -        -        -        -        -        -        -        - 
<PAGE>
PAGE 14
Accumulation unit value at
end of period ................    $1.29    $0.98       -        -        -        -        -        -        -        - 
Number of accumulation units
outstanding at end of period
(000 omitted) ................  405,536   69,874       -        -        -        -        -        -        -        - 
Ratio of operating expense to
average net assets ...........    1.00%    1.00%       -        -        -        -        -        -        -        - 

Account JZ3 (Investing in shares of Aggressive Growth Fund)
Accumulation unit value at
beginning of period ..........    $1.08    $1.00       -        -        -        -        -        -        -        - 
Accumulation unit value at
end of period ................    $1.21    $1.08       -        -        -        -        -        -        -        - 
Number of accumulation units
outstanding at end of period
(000 omitted) ................  347,336  115,574       -        -        -        -        -        -        -        - 
Ratio of operating expense to
average net assets ...........    1.00%    1.00%       -        -        -        -        -        -        -        - 
Account G (Investing in shares of Special Income Fund)
Accumulation unit value at
beginning of period ..........    $3.48    $3.21    $2.76    $2.67    $2.48    $2.27    $2.27    $1.93    $1.59    $1.42
Accumulation unit value at
end of period ................    $3.99    $3.48    $3.21    $2.76    $2.67    $2.48    $2.27    $2.27    $1.93    $1.59
Number of accumulation units
outstanding at end of period
(000 omitted) ................  405,429  330,000  270,858  236,926  222,248  175,878  170,241  156,811   93,0544  49,052
________________________________________________________________________________________________________________________
Ratio of operating expense to
average net assets ...........    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%

1Account F includes 17,665,211 accumulation units issued in the merger of Account C into Account F on Dec. 13, 1985.
2Account IZ commenced operations on Jan. 13, 1992.
3Account JZ commenced operations on Jan. 13, 1992.
4Account G includes 23,659,421 accumulation units issued in the merger of Account D into Account G on Dec. 13, 1985.
</TABLE>

<TABLE>
<CAPTION>
                                                                   Years Ended Dec. 31,                                 
                                  1993     1992     1991     1990     1989     1988     1987     1986     1985     1984 
<S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>
Account H (Investing in shares of Moneyshare Fund)
Accumulation unit value at
beginning of period ..........    $2.09    $2.04    $1.95    $1.82    $1.69    $1.59    $1.51    $1.43    $1.34    $1.22
Accumulation unit value at
end of period ................    $2.12    $2.09    $2.04    $1.95    $1.82    $1.69    $1.59    $1.51    $1.43    $1.34
Number of accumulation units
outstanding at end of period
(000 omitted) ................   74,935  102,277  126,489  139,005  108,690   63,005   51,578   38,126   42,7475  29,247
________________________________________________________________________________________________________________________
Ratio of operating expense to
average net assets ...........    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%

Simple yield6 ................    1.89%    1.76%    3.26%    6.25%    6.81%    7.30%    5.72%    4.14%    6.39%    7.51%
________________________________________________________________________________________________________________________

Compound yield6 ..............    1.90%    1.77%    3.31%    6.44%    7.04%    7.57%    5.88%    4.22%    6.59%    7.79%
________________________________________________________________________________________________________________________

Account N7 (Investing in shares of Managed Fund)
Accumulation unit value at
beginning of period ..........    $1.98    $1.86    $1.45    $1.42    $1.14    $1.06    $1.01    $1.00       -        - 
Accumulation unit value at
end of period ................    $2.21    $1.98    $1.86    $1.45    $1.42    $1.14    $1.06    $1.01       -        - 
Number of accumulation units
outstanding at end of period
(000 omitted) ................  910,254  650,797  496,554  400,961  331,315  325,918  321,395  101,678       -        - 
Ratio of operating expense to
average net assets ...........    1.00%    1.00%    1.00     1.00%    1.00%    1.00%    1.00%    1.00%       -        - 

5Account H includes 17,002,551 accumulation units issued in the merger of Account E into Account H on Dec. 13, 1985.
6Net of annual contract administrative charge and mortality and expense risk fee.
7Account N commenced operations on April 30, 1986.
</TABLE>
    
<PAGE>
PAGE 15
Financial Statements  
   
The SAI dated April 29, 1994, contains complete audited financial
statements of the variable accounts including statements of net
assets as of Dec. 31, 1993; statements of operations for the year
ended Dec. 31, 1993; and statements of changes in net assets for
the years ended Dec. 31, 1993 and Dec. 31, 1992 (for Accounts IZ
and JZ, the period from Jan. 13, 1992 when they commenced 
operations, to Dec. 31, 1992).  The SAI also includes complete
audited financial statements for IDS Life including consolidated
balance sheets as of Dec. 31, 1993 and Dec. 31, 1992; and related
consolidated statements of income and cash flows for each of three
years in the period ended Dec. 31, 1993.

Complete financial statements for IDS Life Insurance Company are
presented in this prospectus beginning on page __.  These financial
statements include: audited consolidated balance sheets as of Dec.
31, 1993 and 1992, and audited related consolidated statements of
income and cash flows for each of the three years in the period
ended Dec. 31, 1993.
    
Performance Information 

Yield

Performance information for the Variable Accounts, including simple
yield, compound yield and average annual total return for IDS Life
Account H (investing in Moneyshare Fund), and yield and average
annual total return for the remaining Variable Accounts, may appear
from time to time in advertisements or sales literature.

For Account H, simple yield is based on income received by a
hypothetical investment (exclusive of capital change) over a given
seven-day period.  This income then is "annualized" by assuming
that the seven-day yield would be received for 52 weeks and is
stated in terms of an annual percentage return on the investment.

The compound yield is calculated in a manner similar to that used
to calculate simple yield.  However, when annualized, the income
earned by the investment is assumed to be reinvested.  The compound
yield will be slightly higher than the simple yield due to the
compounding effect of this assumed reinvestment.

Yield quotations for the remaining Variable Accounts will be based
on all investment income per accumulation unit earned during a
given 30-day period, less expenses accrued during the period (net
investment income).  Yield quotations are computed by dividing this
net investment income by the value of an accumulation unit on the
last day of the period. 

Total Return

Average annual total return quotations will be expressed in terms
of the average annual compounded rate of return of a hypothetical
investment in a Contract over a period of one, five and 10 years
(or, if less, up to the life of the Variable Account).  The total
return quotations will reflect the deduction of all applicable 
<PAGE>
PAGE 16
charges including the contract administrative charge and the
mortality and expense risk charge.  Total return quotations will be
made that reflect the deduction of the applicable withdrawal charge
(assuming a withdrawal at the end of the illustrated period). 
Additional total return quotations may be made that do not reflect
a withdrawal charge deduction (assuming no withdrawal at the end of
the illustrated period).

A Variable Account also may use aggregate total return figures for
various periods, representing the cumulative change in value of an
investment in an Account for the specific period (again reflecting
changes in an Account's accumulation unit value and assuming
reinvestment of investment earnings).  Aggregate total returns may
be shown by means of schedules, charts or graphs.

Performance information reflects only the performance of a
hypothetical investment in a Variable Account during the particular
time period on which the calculations are based.  Performance
information should be considered in light of the investment
objectives and policies, characteristics and quality of the fund in
which the Account invests, and the market conditions during the
given time period and is not intended to indicate future
performance.  Advertised yields and total return figures for the
Variable Accounts include all charges attributable to the Contract
which have the effect of decreasing the advertised performance of
an Account.  For this reason, performance information for a
Variable Account should not be compared to that for mutual funds
that sell their shares directly to the public.  See the Statement
of Additional Information for a description of the methods used to
determine yield and total return information for the Variable
Accounts.

About the Contract 

Purpose of the Contract

The Contract is designed for use in connection with retirement
Plans which meet the requirements of Code Sections 401 (including
401(k)) and 457.  Certain federal tax advantages are currently
available to these Plans.  The Contract permits purchase payments
to be allocated to any one or more of six Variable Accounts or to
the Fixed Account.  Each Variable Account invests only in shares of
a single Mutual Fund.  Retirement benefits will be paid under a
fixed annuity.

A variable annuity differs from a fixed annuity in that the Owner
assumes the risk of gain or loss according to the performance of
the investment in the underlying mutual fund.  The Owner should
read the prospectus carefully to decide if the Contract will meet
the needs of the Owner and the Plan.  The Owner also must read the 
prospectus for the IDS Life Retirement Annuity Mutual Funds to help
determine the most appropriate investments.  These prospectuses
should be kept for future reference.

<PAGE>
PAGE 17
Who Issues the Contract

IDS Life Insurance Company issues the Contract.  The Company is a
wholly owned subsidiary of IDS, which itself is a wholly owned
subsidiary of American Express Company (American Express). 
American Express is a financial services company principally
engaged through subsidiaries (in addition to IDS) in travel related
services, investment services and international banking services.

The Company is a stock insurance company organized in 1957 under
the laws of the State of Minnesota.  The Company's home office is
at IDS Tower 10, Minneapolis, MN 55440-0010.  The Company conducts
a conventional life insurance business in the District of Columbia
and all states except New York.
       
About the Accounts and Funds  

The Fixed Account

The Fixed Account is made up of all of the general assets of the
Company other than those allocated to any variable account. 
Purchase payments will be allocated to the Fixed Account to the
extent elected by the Owner at the time the Contract is issued or
as subsequently changed.  The Company will invest the assets of the
Fixed Account in those assets chosen by the Company and allowed by
applicable state laws regarding the nature and quality of
investments that may be made by life insurance companies and the
percentage of their assets that may be committed to any particular
type of investment.  In general, these laws permit investments,
within specified limits and subject to certain qualifications, in
federal, state and municipal obligations, corporate bonds,
preferred and common stocks, real estate mortgages, real estate and
certain other investments.

The Company will credit interest to the Fixed Account contract
value.  The interest rate credited to a purchase payment is
guaranteed for one year from the date the payment is allocated to
the Fixed Account.  After that, the amount of interest credited
will be determined by the Company from time to time.  However, the
Company guarantees that it will credit interest at a rate of not
less than a compounded yield of 4 percent per year to amounts
allocated to the Fixed Account under the Contract.  The Owner
assumes the risk that interest credited to Fixed Account
allocations may not exceed the minimum guarantee of a compounded
yield of 4 percent for any given year.

In addition, a market value adjustment is imposed on the Fixed
Account if the Owner cancels the value of the Fixed Account due to
total withdrawal, Contract transfer or Contract termination.  The 
amount of the market value adjustment approximates the gain or loss
resulting from sale by the Company of assets purchased with
purchase payments.  See "Market Value Adjustment." Interests in the
Contract relating to the Fixed Account are registered under the
Securities Act of 1933, but the Fixed Account is not subject to the
restrictions of the 1940 Act. 

<PAGE>
PAGE 18
The Variable Accounts

In addition to the Fixed Account, the Owner may choose to invest
purchase payments in any or all of six Variable Accounts.  Each of
the Variable Accounts invests only in a single Mutual Fund:

o  IDS Life Account F invests in shares of Capital Resource Fund;

o  IDS Life Account IZ invests in shares of International Equity
   Fund;

o  IDS Life Account JZ invests in shares of Aggressive Growth Fund;

o  IDS Life Account G invests in shares of Special Income Fund;

o  IDS Life Account H invests in shares of Moneyshare Fund; and

o  IDS Life Account N invests in shares of Managed Fund.

Accounts F, G and H were established on May 13, 1981.  Account N
was established on April 17, 1985.  Accounts IZ and JZ were
established on Sept. 20, 1991.  All Variable Accounts were
established as separate accounts under Minnesota law and are
registered together as a single unit investment trust under the
1940 Act.  This registration does not involve any supervision of
the Company's management or investment practices or policies by the
SEC.  Each Variable Account meets the definition of a separate
account under federal securities laws.  Income, capital gains and
capital losses of each Account are credited or charged to that
Account alone.  No Account will be charged with liabilities of any
other Account or of the Company's general business.

Nevertheless, all obligations arising under the Contracts are
general corporate obligations of the Company.

Since purchase payments are fully invested in fund shares, the
investment performance of the Variable Accounts reflects the
investment performance of the underlying Funds.  Values of fund
shares held by each Variable Account fluctuate and are subject to
the risks of changing economic conditions and of the ability of the
management of the Funds to anticipate these changes and make
necessary changes to their portfolios.  Therefore, the Owner bears
the entire investment risk.

The Treasury and the Internal Revenue Service (IRS) have indicated
they may provide additional guidance concerning investment control. 
The additional guidance would address the number of Variable
Accounts offered to the Owner and the number of exchanges that 
would be allowed before the Owner would be considered to have
investment control and thus would be currently taxed on the income
earned on the underlying separate account assets.  It is not clear,
at this time, what the additional guidance would be and the timing
of further action is unknown.  The Company reserves the right to
modify the Contract, as necessary, to prevent the Owner from being
currently taxed as the owner of the assets of the Variable Accounts
for income tax purposes.

<PAGE>
PAGE 19
The IRS has issued final regulations relating to the
diversification requirements under Section 817(h) of the Code. 
Each Mutual Fund intends to comply with those diversification
requirements.

The Company intends to comply with all Treasury guidance to insure
that the Contract continues to qualify as an annuity for federal
income tax purposes.

Investment Objectives of the Funds

The investment objectives of the Mutual Funds are as follows:
 
o Capital Resource Fund seeks capital appreciation by investing
primarily in U.S. common stocks listed on national securities
exchanges and other securities convertible into common stock. 
Stocks and other securities will be selected for capital
appreciation based on the investment manager's assessment of market
conditions.  The Fund attempts to reduce overall exposure to risk
from declines in securities prices by spreading its investments
over many different companies in a variety of industries. 

o International Equity Fund seeks capital appreciation by investing
primarily in common stock and securities convertible into common
stock of foreign issuers.  The Fund may invest in bonds issued or
guaranteed by countries that are members of the Organization for
Economic Cooperation and Development or bonds issued or guaranteed
by international agencies (such as the World Bank or the European
Investment Bank) if the manager believes they have a greater
potential for capital appreciation than equity securities.  The
Fund may enter into foreign currency exchange transactions.

The securities in which the Fund invests may be thought of as
speculative and may involve substantial risk.  Risks arising from
investments in foreign securities include fluctuations in currency
exchange rates, adverse political and economic developments and
lack of comparable regulatory requirements applicable to U.S. 
companies.  The Owner should invest in the Fund only if willing to
assume such risks.

o Aggressive Growth Fund seeks capital appreciation by investing
primarily in common stock and emphasizes investments in small- and
medium-size companies.  The Fund also may invest in warrants or
debt securities or in large, well-established companies when the
investment manager believes such investments offer the best
opportunity for capital appreciation.

An investment risk of small companies is that they often have
limited product lines,smaller markets or fewer financial resources. 
In addition, many of the companies in which the Fund invests are
without business histories.  The securities of small companies also
may be subject to more abrupt or erratic market movements than the
securities of large, more-established companies or market averages
in general.  Some of the securities in which the Fund invests may
be considered speculative and may involve substantial risk.

<PAGE>
PAGE 20
o Special Income Fund seeks a high level of current income while
conserving the value of the investment by investing primarily in
corporate bonds of the four highest ratings, in other corporate
bonds that are not rated but that the Fund believes have the same
investment qualities and in government bonds.  Bonds in the top
four ratings are of the highest quality and involve less risk than
bonds with lower ratings. The Fund attempts to reduce overall
exposure to risk from declines in securities prices by spreading
its investments over many different companies in a variety of
industries.

o Moneyshare Fund seeks maximum current income consistent with
liquidity and conservation of capital by investing in money-market
securities.  The Fund intends to use the amortized cost method of
valuing portfolio securities to help maintain a constant net asset
value of $1 per share.  In doing so, the Fund will not purchase any
security with a remaining maturity of more than 13 months.  The
Fund also will maintain a dollar-weighted average portfolio
maturity of 90 days or less and will limit its investments to those
that are denominated in U.S. dollars, are of high quality and
present minimal credit risks.

o Managed Fund seeks to maximize total investment return by
investing primarily in U.S. common stocks listed on national
securities exchanges and other securities convertible into common
stock, warrants, fixed income securities (primarily high-quality
corporate bonds), and money-market instruments.  The Fund attempts
to reduce overall exposure to risk from declines in securities
prices by spreading its investments over many different companies
in a variety of industries.

The Company does not guarantee that the Funds will meet their
investment objectives.  Whether they meet their goals depends on
their management's ability to manage the risks of changing economic
conditions.  The Company is the investment adviser for each of the
Funds.

Detailed information about each Mutual Fund is in the separate
prospectus for the Funds.  The Owner may obtain a copy from the
Company or from an IDS planner.  Be sure to read it carefully. 
There are deductions from, and expenses paid out of, the assets of
the Funds that are described in the prospectus for the Funds.

Using the Contract  

Buying the Contract

An IDS financial planner will help the Owner prepare the
application, which will be sent with the initial purchase payments
to the Company's office in Minneapolis.  If the application is
complete, the Company will apply the payments not later than two
days after their receipt.  The Company may retain the purchase
payments for up to five days while attempting to complete an
incomplete application or to obtain any other necessary
documentation.  If the Company cannot accept the application within
five days, the prospective Owner will be informed of the reasons
for the delay and the purchase payments will be returned
immediately unless the parties agree otherwise.<PAGE>
PAGE 21
   
When the Company accepts the application, it will send the Owner a
Contract.  All purchase payments are to be paid to the Company at
its Minneapolis office unless the Company agrees otherwise. 
Purchase payments may be made annually, semiannually, quarterly,
monthly, or on any other frequency acceptable to the Company. 
    
Allocation of Purchase Payments

The Owner selects the Accounts to which purchase payments will be
allocated at the time of application.  Purchase payments will be
allocated to the Accounts the Owner has chosen at the next close of
business after the Company accepts the application or receives a
purchase payment, whichever is later.  Purchase payments can be
allocated to the Variable Accounts, the Fixed Account or to both
Variable and Fixed Accounts in accordance with the allocations
specified by the Owner in the application or as subsequently
changed.

The allocation instructions for new purchase payments between the
Variable Accounts and the Fixed Account may be changed by the Owner
in accordance with any telephone procedures in effect at the time
or by written request.  Any change will take effect with the first
purchase payment received with or after receipt of notice of the
change by the Company and will continue in effect until
subsequently changed. 

Contract Value

The contract value at any time is the sum of the Fixed Account
contract value and the Variable Account contract value.

Fixed Account Contract Value - The Fixed Account contract value is
the sum of all amounts under the Contract resulting from purchase
payments allocated or transferred to the Fixed Account less any
amounts deducted for charges or withdrawals.  The Company
guarantees that, at any time, the Fixed Account contract value will
not be less than the amount of purchase payments allocated to the
Fixed Account, plus interest at the rate of no less than a
compounded yield of 4 percent per year, plus any additional
interest that the Company may credit to the Fixed Account, less the
sum of all applicable Contract charges, any amounts previously 
withdrawn, and the effect of any market value adjustment imposed on
the Fixed Account due to a total withdrawal or to Contract transfer
or termination.  See "Market Value Adjustment."

Variable Account Contract Value - The Variable Account contract
value is the sum of the value of all accumulation units under the
Contract resulting from purchase payments allocated or transferred
to the Variable Accounts less any units deducted for charges or
withdrawals. 

Accumulation Units - Upon receipt of a purchase payment by the
Company, all or that portion, if any, of the purchase payment to be
allocated to any Variable Account will be converted into
accumulation units.  The number of accumulation units to be
credited to the Account is determined by dividing the dollar amount
<PAGE>
PAGE 22
allocated to the particular Account by the accumulation unit value
for that Account for the valuation period during which the purchase
payment is received by the Company.

Accumulation Unit Value - The accumulation unit value for each
Variable Account was originally set at $1.  The accumulation unit
value for the particular Account for any subsequent valuation
period is determined by methodology which is the mathematical
equivalent of multiplying the accumulation unit value for the
Account for the last valuation period by the net investment factor
for the Account for such subsequent valuation period.  The
accumulation unit value for each Variable Account for any valuation
period is the value determined as of the end of the particular
valuation period and may increase, decrease or remain constant from
one period to the next.  The Owner bears this investment risk.

Net Investment Factor - The net investment factor is an index
applied to measure the investment performance of a Variable Account
from one valuation period to the next.  The net investment factor
may be greater or less than one; therefore the value of an
accumulation unit may increase or decrease.

The net investment factor for any Variable Account for any
valuation period is determined by: dividing (1) by (2) and
subtracting (3) from the result.  This is done where:

(1) is the "adjusted net asset value" per share of the Mutual Fund
held in the Variable Account determined at the end of the current
valuation period;

(2) is the "adjusted net asset value" per share of the Mutual Fund
held in the Variable Account determined at the end of the last
prior valuation period;

(3) is a factor representing the mortality and expense risk charge.

"Adjusted net asset value" for any Mutual Fund held in the Variable
Account is the net asset value per share plus a per share amount of
any dividend or capital gain distribution made by such fund.

Transfers of Contract Values

While the Contract is in force, the Owner may transfer contract
values according to methods established by the Company as outlined
below:

1.  The Owner may transfer all or a part of the values held in one
or more of the Variable Accounts to another one or more of the
Variable Accounts.  Subject to item 2, the Owner also may transfer
values held in one or more of the Variable Accounts to the Fixed
Account.

2.  Within the 60 days after:

    o  the anniversary of each Plan year; and

    o  the first day of the seventh month in each Plan year,
<PAGE>
PAGE 23
   
the Owner may transfer values from the Fixed Account to one or more
of the Variable Accounts.  Only one such transfer is allowed during
each transfer period.  If such a transfer is made, no transfers
from a Variable Account to the Fixed Account may be made until the
next eligible transfer period.
    
The Owner may make a transfer by written request or by any other
method acceptable to the Company.  There is no fee or charge for
these transfers.  This transfer privilege may be suspended or
modified by the Company at any time. 

Cash Withdrawals, Loans and Conversions

Cash Withdrawals - At any time while the Contract is in force, the
Owner may make a request in writing or by any other method
acceptable to the Company to make a total or partial withdrawal of
the contract value.  Any withdrawal request must specify the amount
of the withdrawal and will be effective on the date that it is
received by the Company.

Total Withdrawals - The Owner may request a total withdrawal of the
contract value.  A total withdrawal will result in a cash
withdrawal payment equal to the total contract value less the
contract administrative charge, any applicable premium tax and any
applicable withdrawal charge.  See "Contract Charges - Charges
Against the Accounts."  In addition, a market value adjustment may
apply to the withdrawal of the Fixed Account value.  See "Contract
Transfer, Termination and Market Value Adjustment."  The Company
will compute the contract value at the close of business, currently
the same as the close of the New York Stock Exchange, after receipt
of the request for a total withdrawal.  Upon a total withdrawal,
the Contract will terminate.  The Company may require the Owner to
return the Contract before payment of the total withdrawal.

Partial Withdrawals - The Owner may request a partial withdrawal of
the contract value.  At the time of the request, the Owner or
recordkeeper must state the reason for the partial withdrawal and
must specify from which Accounts the withdrawal should be made.  

Otherwise the Company will withdraw money from all of the Accounts
in the same proportion as the Owner's interest in each Account
bears to the contract value.  A withdrawal charge may apply to a
partial surrender.

Loans - The Owner may request withdrawals for the purpose of
funding loans for Participants.  At the time of the loan request,
the Owner must specify from which Accounts the withdrawal for the
loan should be made.  The amount and terms of the loan must be in
accordance with the applicable requirements of the Plan and the
Code.  The Company assumes no responsibility for the validity of
the loan or whether the loan complies with such applicable
requirements.

Withdrawals for the purpose of funding a loan under the Plan will
not be subject to withdrawal charges when the loan is made. 
However, the Company reserves the right to deduct any such 
<PAGE>
PAGE 24
withdrawal charges from the remaining contract value to the extent
of any unpaid loans at the time of a total withdrawal of the
contract value or at Contract transfer or termination.  See
"Contract Charges - Charges Against the Accounts."

Receiving Payment - The Company will mail payment within seven days
after receipt of the Owner's request for a withdrawal and
completion of all required documentation and information.  However,
the Company may postpone payment if:

o  the contract value includes a purchase payment check that has
not cleared;

o  the New York Stock Exchange is closed, except for normal holiday
and weekend closings;

o  trading on the New York Stock Exchange is restricted according
to the rules of the SEC;

o  an emergency, as defined by the rules of the SEC, makes it
impracticable to sell securities or to value the Accounts' net
assets; or

o  the SEC permits the Company to delay payment for the protection
of security holders.

The Company reserves the right to defer the payment of amounts
withdrawn from the Fixed Account for a period not to exceed six
months from the date the Company receives the request for
withdrawal.

Since Contracts offered will be issued in connection with Plans
that meet the requirements of Code Sections 401 (including 401(k))
and 457, reference should be made to the terms of the particular
Plan for any further limitations or restrictions on cash
withdrawals.

A withdrawal charge will be deducted from the amount withdrawn
subject to certain limitations and exceptions.  See "Contract
Charges - Charges Against the Accounts."  A cash withdrawal also is
subject to federal income taxes and may incur federal tax
penalties.  The tax consequences of a cash withdrawal payment
should be carefully considered.  See "Federal Tax Status."

Conversion - In the event of a Participant's termination of
employment or for other reasons that meet the requirements of the
Plan and the Code and which are acceptable to the Company, the
Owner may elect to transfer, on the Participant's behalf, part of
the contract value to an individual deferred annuity contract then
offered by the Company.  This individual contract will be qualified
as an individual retirement annuity under Section 408 or will
qualify under other applicable sections of the Code.  Such contract
will be in a form then customarily issued by the Company for
business under such qualified plans.  No withdrawal charges will
apply at the time of such conversion. 

<PAGE>
PAGE 25
Contract Transfer, Termination and Market Value Adjustment

Withdrawals by Owner for Transfer of Funds - The Owner may direct
the Company to withdraw the total contract value and transfer that
value to another funding agent.  All applicable contract charges
including withdrawal charges will be payable by the Owner and will
be deducted from the first withdrawal payment unless the total
contract value is transferred to a plan then offered by the Company
or its affiliates.  See "Contract Charges - Charges Against the
Accounts."

The Owner must provide the Company with a written request to make
such a withdrawal.  This written request must be sent to the
Company's home office and must specify the initial withdrawal date
and payee to whom the withdrawal payments are to be made.

At the Owner's option, the Company will pay the contract value less
any applicable charges in annual installments or in a lump sum as
follows:

1. The contract value may be paid in five annual installments
beginning on the initial withdrawal date and then on each of the
next four anniversaries of such date as follows:
_________________________________________________________________
                                         % of Then Remaining
 Installment Payment                     Contract Value Balance
_________________________________________________________________
        1                                 20%
        2                                 25
        3                                 33
        4                                 50
        5                                100
_________________________________________________________________

No additional withdrawals for benefits or other transfers of
contract values will be allowed and no additional purchase payments
will be accepted after the first withdrawal payment is made.  The 
Company will continue to credit interest to any contract value
balance remaining after an installment payment at the interest
crediting rate then in effect for the Fixed Account.

2. The contract value may be paid in a lump sum.  Any amount
attributable to the Fixed Account value will be based on the market
value of such balance.  The market value will be determined by the
Company by applying the formula described below under "Market Value
Adjustment." The Company will make lump sum payments according to
the provisions of the above section titled "Cash Withdrawals, Loans
and Conversions - Receiving Payment."
   
Market Value Adjustment (MVA) - A market value adjustment applies
only when the Company pays out the Fixed Account value in a lump
sum when:
    
o  the Owner withdraws the total contract value to transfer that
   value to another funding vehicle;

<PAGE>
PAGE 26
o  the Owner makes a total withdrawal of the Fixed Account contract
   value; or

o  the Company terminates the contract as described below.  See
   "Contract Termination by the Company."

The MVA will be applied to the amount being withdrawn from the
Fixed Account after deduction of any applicable contract
administrative charge and withdrawal charge.  See "Contract Charges
- - Charges Against the Accounts."

The MVA will reflect the relationship between the current interest
rate being credited to new purchase payments allocated to the Fixed
Account and the rate being credited to all prior purchase payments. 
The MVA is calculated as follows:

MVA = Fixed Account Value x (A - B) x C

Where:

A = the weighted average interest rate (in decimal form) being
credited to all Fixed Account purchase payments made by the Owner
at the time of termination, rounded to 4 decimal places;

B = the interest rate (in decimal form) being credited to new
purchase payments to the Contract at the time of termination or
total withdrawal, rounded to 4 decimal places; and

C = the annuity factor, which represents the relationship between
the contract year and the average duration of underlying
investments from the following table:
_________________________________________________________________
Contract Year                    Annuity Factor
_________________________________________________________________
  1 - 3                          6.0
  4 - 6                          5.0
  7+                             4.0
_________________________________________________________________

For an example showing an upward and downward MVA, please see
Appendix.

No MVA applies if:

o  the Owner makes a partial withdrawal of the Fixed Account
contract value;

o  installment payments are made when the Owner withdraws the total
contract value to transfer that value to another funding vehicle or
the Company terminates the Contract; or

o  the Owner transfers contract values from the Fixed Account to
the Variable Accounts as described above under "Transfers of
Contract Values."

<PAGE>
PAGE 27
Contract Termination by the Company - The Company reserves the
right upon 30 days' written notice to the Owner to declare a
contract termination date that will be any date on or after the
expiration of the 30-day notification period.

A contract termination date may be declared if:

o  The Owner adopts an amendment to the Plan that causes the Plan
to be materially different from the Plan originally in existence
when the Contract was purchased.  To be "materially different," the
amendment must cause a substantial change in the level of the
dollar amounts of purchase payments or Contract benefits to be paid
by the Company;

o  The Plan fails to qualify or becomes disqualified under the
appropriate sections of the Code;

o  The Owner offers under the Plan as a funding vehicle to which
future contributions may be made a guaranteed investment contract,
bank investment contract, annuity contract or funding vehicle
providing a guarantee of principal.  See "Prohibited Investments;"
or

o  The Owner changes to a recordkeeper that is not approved by the
Company.

If the Company waives its right to terminate the Contract under any
provision of this section at any time, such waiver will not be
considered a precedent and will not prohibit the Company from
exercising the right to terminate this Contract, for the reasons
noted above, at any future time.

Procedures at Contract Termination - On the contract termination
date, the Company will withdraw any outstanding charges, including
any contract administrative charges, from the accumulation account. 
A withdrawal charge may apply and be payable by the Owner on
account of any termination under this provision and will be
deducted from the first termination payment.  See "Contract Charges
- - Charges Against the Accounts."

At the Owner's option, the Company will pay the accumulation
account balance in a lump sum or in annual installment payments
according to the table under "Withdrawals by Owner for Transfer of
Funds" above.  A lump sum payment will be subject to an applicable
Market Value Adjustment to the Fixed Account value.  If the Owner
does not select an option, the Company will pay the accumulation
account balance to the Owner under the installment option. 

Contract Charges - Charges Against the Accounts

Contract Administrative Charge - The Company charges the Contract
an administrative charge of $500 per year ($125 per quarter).  The
Company reserves the right to increase this contract administrative
charge in the future, but guarantees that it will never exceed
$1,000 per year ($250 per quarter).  This charge is for
establishing and maintaining records and for normal administrative 
<PAGE>
PAGE 28
expenses and services for this Contract.  The Company deducts this
charge on a pro-rata basis from the Fixed Account and each Variable
Account at the end of each three-month period measured from the
contract date or, if earlier, when the contract value is totally
withdrawn or the Contract is transferred or terminated.  The
Company does not expect to profit from the contract administrative
charge.

Mortality and Expense Risk Charge - This charge is applied daily to
the Variable Accounts and equals 1 percent of the average daily net
assets of the Variable Accounts on an annual basis.  It covers the
Company's annuity mortality risk and expense risk.  The Company
estimates that approximately two-thirds of this charge is for
assumption of the mortality risk, and one-third is for assumption
of the expense risk.  The mortality and expense risk charge does
not apply to values allocated to the Fixed Account. 

The mortality risk is the Company's guarantee to make retirement
payments according to the terms of the Contract, no matter how long
a specific Participant lives and no matter how long the entire
group of the Company's annuitants live.  If, as a group, the
Company's annuitants outlive the life expectancy the Company has
assumed in its actuarial tables, then the Company must take money
from its general assets to meet its obligations.  If, as a group,
the Company's annuitants do not live as long as expected, the
Company could profit from the mortality risk charge.

The expense risk is the risk that the contract administrative
charge, which cannot be increased above $1,000 per year, will not
cover the Company's expenses.  Any deficit would have to be made up
from the Company's general assets.  The Company could profit from
the expense risk charge if the annual contract administrative
charge is more than sufficient to meet expenses.

The Company does not plan to profit from the contract
administrative charge.  However, the Company hopes to profit from
the mortality and expense risk charge.  Any profits realized by the
Company from this fee would be available to it for any proper
corporate purpose, including, among other things, payment of
distribution (selling) expenses.  The Company does not expect that 
the withdrawal charge, which is discussed in the following
paragraphs, will cover sales and distribution expenses incurred by
the Company in connection with the Contract.

Withdrawal Charge - If the Owner makes a total or partial
withdrawal or if the Contract is transferred or terminated, a
withdrawal charge may apply.  This withdrawal charge represents a
percentage of the amount withdrawn as follows:
<PAGE>
PAGE 29
_________________________________________________________________
Amount Withdrawn in 
Contract Year                   Withdrawal Charge
_________________________________________________________________
  1                                    6%
  2                                    6
  3                                    5
  4                                    4
  5                                    3
  6                                    2
  7                                    1
  8 and later                          0
_________________________________________________________________

In the case of a partial withdrawal, the withdrawal charge is
deducted from the contract value remaining after the Owner is paid
the partial withdrawal amount requested.  For example, if the Owner
requested a partial withdrawal net check amount of $1,000 and the
withdrawal charge rate that applied to that amount was 5 percent,
the Owner would receive the $1,000 requested and the withdrawal
charge amount would be $52.63 for a total withdrawal of $1,052.63.

No withdrawal charge is imposed upon amounts withdrawn from the
Contract because a Participant:

o  attains age 59 1/2;

o  purchases an immediate annuity under the annuity settlement
   provisions of this Contract after separation from service;

o  retires under the Plan after age 55;

o  becomes disabled (as defined in the Code);

o  dies;

o  encounters financial hardship as permitted under the Plan and
   the Code;

o  receives a loan as requested by the Owner; or 

o  converts contract value to an individual retirement annuity or
   other qualified annuity then offered by the Company as requested
   by the Owner.

In no event will withdrawal charges exceed 8.5 percent of aggregate
purchase payments made.

Reduction in Contract Charges - In some cases, the Company expects
to incur lower sales and administrative expenses or perform fewer
services.  Therefore, the Company may be able to reduce or
eliminate certain contract charges for some purchases.  The Company
expects this to occur infrequently.

<PAGE>
PAGE 30
Premium Taxes - A charge will be made by the Company against the
contract value for any state premium taxes to the extent the taxes
are payable in connection with the purchase of an annuity contract
under the annuity settlement provisions. 

Annuity Settlement Provisions

When a Plan Participant reaches his or her retirement date, the
Owner can select one of the five annuity payout options outlined
below, or the Owner and the Company can mutually agree on other
payment arrangements.  Since the Contract is issued in connection
with Plans that meet the requirements of Code Sections 401
(including 401(k)) and 457, the payment schedule must meet the
applicable requirements of the particular Plan and of the Code,
including the distribution and incidental death benefit
requirements.  In general, the annuity payout option must provide
for retirement payments:

o  over the life of the Participant;

o  over the joint lives of the Participant and a designated
   beneficiary;

o  for a period not exceeding the life expectancy of the
   Participant; or

o  for a period not exceeding the joint life expectancies of the
   Participant and a designated beneficiary.

Retirement payments will be made on a fixed basis.  The Company
will make these retirement payments under a supplemental fixed
immediate annuity in the form customarily offered by the Company at
the time of purchase.

Retirement Payout Options - The Owner may choose any one of these
annuity payout options by giving the Company written instructions
at least 30 days before contract values are to be withdrawn to
purchase the immediate annuity:

o  Plan A - Life Annuity - No Refund - Monthly payments are made
until the annuitant's death.  Payments end with the last monthly
payment before the annuitant's death; no further payments will be
made.  This means that if the annuitant dies after only one monthly
payment has been made, no more payments will be made.

o  Plan B - Life Annuity with Five, 10 or 15 Years Certain -
Monthly payments are made until the annuitant's death.  However,
payments are guaranteed for five, 10 or 15 years, as elected,
whether or not the annuitant is living.

o  Plan C - Life Annuity - Installment Refund - Monthly payments
are made until the annuitant's death, with the Company's guarantee
that payments will continue for at least the number of months
determined by dividing the amount applied under this Option by the
first monthly payment, whether or not the annuitant is living.

<PAGE>
PAGE 31
o  Plan D - Joint and Last Survivor Life Annuity - No Refund -
Monthly payments are made to the annuitant and a joint annuitant
while both are living.  If either annuitant dies, monthly payments
continue at the full amount until the death of the surviving
annuitant.  Payments end with the death of the second annuitant.

o  Plan E - Payments for a Specified Period - Monthly payments are
made for a specified period of years.  The period may be no less
than 10 years and no more than 30 years.  Payments are guaranteed
for the period of years selected, whether or not the annuitant is
living.

If Monthly Payments Would be Less Than $20 - The Company will
calculate the amount of monthly payments at the time the immediate
annuity is purchased to provide retirement payments.  If the
calculations show that monthly payments would be less than $20, the
Company has the right to pay the contract value to the Owner in a
lump sum.

Other Contractual Provisions  

Nontransferability

Ownership of the Contract may not be transferred except to: (1) a
trustee or successor trustee of a pension or profit sharing trust
that is qualified under the Code; or (2) as otherwise permitted by
laws and regulations governing the Plans under which the Contract
is issued.  Subject to the foregoing, the Contract may not be sold,
assigned, transferred, discounted or pledged as collateral for a
loan or as security for the performance of an obligation or for any
other purpose to any person other than the Company. 

Voting of Fund Shares

The Company will vote the shares of each Fund held by the Variable
Accounts at meetings of shareholders of the Funds in accordance
with instructions received from the Owner or other authorized
party.  Fund shares held in each Variable Account for which no
timely voting instructions are received, and Fund shares that are
not otherwise attributable to Owners, will be voted by the Company
in the same proportion as the shares for which instructions are
received.

Neither the Variable Accounts nor the Company is under any duty to
inquire as to the instructions received on the voting of Fund
shares.  Except as a Variable Account or the Company has actual
knowledge to the contrary, the instructions given by the persons
entitled to vote will be valid as they affect the Variable Account,
the Company and any others having voting instruction rights with
respect to the Variable Account.

All Fund proxy materials, together with voting instructions, will
be provided to each person having the right to give voting
instructions at least 10 days prior to each meeting of the
shareholders of the particular Fund.  The number of Fund shares to
which each person is entitled will be determined by the Company on 
<PAGE>
PAGE 32
a date not more than 60 days prior to each such meeting.  The
number of votes a person has is determined by applying that
person's percentage interest in the Variable Account to the total
number of votes allowed to the Account. 

Periodic Reports

The Company will send the Owner quarterly, or more frequently as
the Code may require, a statement showing the number, type and
value of accumulation units credited to the Contract.  This
statement will be accurate as of a date not more than two months
prior to the date of mailing.  In addition, every person having
voting rights will receive any required reports or prospectuses. 
The Company also will send any statements that may be required by
applicable laws, rules and regulations showing Contract
transactions.

Substitution

Shares of any of the underlying Funds may not always be available
for purchase by the Variable Accounts, or the Company may decide
that further investment in any such Fund's shares is no longer
appropriate in view of the purposes of the Variable Account.  In
either event, shares of another registered open-end management
investment company may be substituted both for Fund shares already
purchased by the Variable Account and for purchases to be made in
the future.  In the event of any substitution pursuant to this
provision, the Company may make appropriate endorsement to the
Contract to reflect the substitution.

The Company reserves the right to split or combine the value of
accumulation units.  In effecting such change of unit values,
strict equity will be preserved and no change will have a material
effect on the benefits or other provisions of the Contract. 

Modification

Upon notice to the Owner, the Contract may be modified by the
Company if such modification:

o  is necessary to make the Contract or the Variable Accounts
comply with any law or regulation issued by a governmental agency
to which the Company or the Variable Accounts are subject;

o  is necessary to assure continued qualification of the Contract
under the Code or other federal or state laws relating to
retirement annuities or annuity contracts;

o  is necessary to reflect a change in the Variable Accounts; or

o  provides additional accumulation options for the Variable
Accounts.

In the event of any such modification, the Company may make
appropriate endorsement to the Contract to reflect such
modification.

<PAGE>
PAGE 33
Prohibited Investments

While the Contract is in force, and prior to any withdrawal or
contract termination, the Owner will not offer under the Plan as a
funding vehicle to which future contributions may be made any of
the following:

o  guaranteed investment contracts;

o  bank investment contracts;

o  annuity contracts with fixed and/or variable accounts; or

o  funding vehicles providing a guarantee of principal.

The Company reserves the right to terminate the Contract if one or
more of these prohibited investments is offered.  See "Contract
Transfer, Termination and Market Value Adjustment." 

Proof of Condition or Event

Where any payments under the Contract depend on the recipient being
alive and/or being a certain age on a given date, or depend on the
occurrence of a specific event, the Company may require proof
satisfactory to it that such a condition has been met prior to
making the payment.

Distribution of Contracts  

The Company is the principal underwriter for the Contracts.  The
Company is registered with the SEC under the Securities and
Exchange Act of 1934 (1934 Act) as a broker-dealer and is a member
of the National Association of Securities Dealers, Inc.

The Company may enter into Distribution Agreements with certain
broker-dealers registered under the 1934 Act.  The Company will pay
a maximum commission of 5 percent for the sale of a Contract.  In
addition, the Company may pay a service commission when the Owner
maintains the Contract in force.

Federal Tax Status  

Introduction

The Contracts described in this prospectus are designed for use by
Plans that meet the requirements of Code Sections 401 (including
401(k)) and 457.  The ultimate effect of federal income taxes on
the increase in contract value, on annuity payments and on the
economic benefit to the Owner, the Participant, the annuitant, or
any payee or beneficiary may depend upon a number of different
factors.  The discussion contained herein is general in nature, is
based upon the Company's understanding of current federal income
tax laws and is not intended as tax advice.  Before purchasing a 
Contract, the prospective Owner should consult a qualified tax
adviser.  The Company does not make any guarantee regarding the tax
status, federal, state or local, of any Contract or any transaction
involving the Contracts. 
<PAGE>
PAGE 34
Tax Treatment of the Company and the Variable Account

The Company is taxed as a life insurance company under the Code. 
Although the operations of the Variable Accounts are accounted for
separately from other operations of the Company for purposes of
federal income taxation, the Variable Accounts are not taxable as
entities separate from the Company.  Under existing federal income
tax laws, the income and capital gains of the Variable Accounts, to
the extent applied to increase reserves under the Contracts, are
not taxable to the Company. 

Taxation of Annuities in General

Generally, there is no tax to the Participants on contributions
made by the Owner to the Contract or on any increases in the value
of the Contract.  However, when distribution to a Participant
occurs, the distribution will be subject to taxation (except
contributions that were made with after-tax dollars).

Distributions made prior to age 59 1/2 generally are subject to a
10 percent IRS penalty tax on any amount includible in ordinary
income.  This penalty will not apply if the distribution was made
because the Participant:

o  attains age 59 1/2;

o  purchases a life annuity under the annuity settlement provisions
of this Contract that provides for a series of substantially equal
periodic payments made at least annually over the life or life
expectancy of the annuitant (or joint life expectancies of the
annuitant and designated beneficiary);

o  retires under the Plan after age 55;

o  becomes disabled (as defined in the Code); or 

o  dies.

These are the major exceptions to the 10 percent IRS penalty tax. 
Additional exceptions and other penalties also may apply. 
Beginning Jan. 1, 1993, in general, if a Participant receives a
distribution, mandatory 20 percent income tax withholding will be
imposed at the time the payment is made.  In addition, federal
income tax and the 10 percent IRS penalty tax for early withdrawals
may apply to amounts properly includible in income.  This mandatory
20 percent income tax withholding will not be imposed if:

o  instead of receiving the payment, the Participant elects to have
the payment rolled over directly to an IRA or another eligible
plan;

o  the payment is one of a series of substantially equal periodic
payments, made at least annually, over the life or life expectancy
of the annuitant (or joint lives or life expectancies of the
annuitant and a designated beneficiary) or made over a period of 10
years or more; or

o  the payment is a minimum distribution required under the Code.
<PAGE>
PAGE 35
These are the major exceptions to the mandatory 20 percent income
tax withholding.  For taxable distributions that are not subject to
the mandatory 20 percent withholding, federal income tax will be
withheld from the taxable part of the distribution unless otherwise
elected.  State withholding also may be imposed on taxable
distributions.

The rights of any person to any benefits under the Plans under
which these Contracts are issued will be subject to the terms and
conditions of the Plans themselves, regardless of the terms and
conditions of the Contracts issued in connection with the plans.

Recordkeeper  

The Company provides a Contract to fund Plans that meet the
requirements of Code Sections 401 (including 401(k)) and 457.  The
Company does not provide any administrative or recordkeeping
services in connection with the Plan.  The Company will rely on
information and/or instructions provided by the Plan administrator
and/or recordkeeper in order to properly administer the Contract. 
For this reason, any person or entity authorized by the Owner to
administer recordkeeping services for the Plan and Participants
must be approved by the Company.

Additional Information About the Company 

Selected Financial Data

The following selected financial data for the Company and its
subsidiaries should be read in conjunction with the consolidated
financial statements and notes.
   
<TABLE>
<CAPTION>
                                                           Years ended Dec. 31, (Thousands)
                                        1993            1992            1991            1990            1989
  <S>                              <C>             <C>             <C>             <C>             <C>
  Premiums                         $   127,245     $   114,379     $   102,338     $    89,749     $   135,700
  Net investment income              1,783,219       1,616,821       1,422,866       1,204,934       1,030,232
  Net gain (loss) on investments        (6,737)         (3,710)         (5,837)          1,022          17,668
  Other                                304,344         240,959         198,344         165,742         136,809
  Total revenues                     2,208,071       1,968,449       1,717,711       1,461,447       1,320,409
  Income before income taxes           412,726         315,821         259,467         227,742         214,639
  Net income                           270,079         211,170         182,037         157,748         144,019
  Total assets                      33,057,753      27,295,773      22,558,809      18,088,351      15,119,628
</TABLE>
    
Management's Discussion and Analysis of Consolidated Financial
Condition and Results of Operations

Results of Operations
   
1993 Compared to 1992:  Consolidated income before income taxes
totaled $413 million in 1993, compared with $316 million in 1992. 
In 1993, $104 million was from the life, disability income, health
and long-term care insurance segment, compared with $96 million in
1992.  In 1993, $315 million was from the annuity segment, compared
with $223 million in 1992.  The remaining $6.7 million loss in 1993
was a net loss on investments, compared with a net loss on
investments of $3.7 million in 1992.
    <PAGE>
PAGE 36
   
Total premiums received increased to $5.3 billion in 1993, compared
with $4.4 billion in 1992.  This increase is primarily due to
strong sales of variable annuities due to the low interest rate
environment.  In addition, the Company reported small increases in
its fixed single premium deferred annuity line.  Universal
life-type insurance and variable universal life insurance premiums
received also increased from the prior year.

Total revenues increased to $2.2 billion in 1993, compared with
$2.0 billion in 1992.  Of this, net investment income was $1.8
billion in 1993, compared with $1.6 billion in 1992, reflecting an
increase in invested assets.  Total invested assets grew 14 percent
to $21.9 billion at Dec. 31, 1993, from $19.2 billion at Dec. 31,
1992.

Policyholder and contractholder charges, which consist primarily of
cost of insurance charges on universal life-type policies,
increased 18 percent to $184 million in 1993, compared with $156
million in 1992.  This increase reflects higher total life
insurance in force which grew 13 percent to $46.1 billion at
Dec. 31, 1993.

Management and other fees increased 41 percent to $120 million in
1993, compared with $85 million in 1992.  This is primarily due to
an increase in assets held in segregated asset accounts, which grew
45 percent to $9.0 billion at Dec. 31, 1993, resulting from strong
sales of variable products.  The Company provides investment
management services for the mutual funds used as investment options
for variable annuities and variable life insurance.  The Company
also receives a mortality and expense risk fee from the segregated
asset accounts.

In 1993, the Company reported a net loss on investments of $6.7
million, compared with a net loss on investments of $3.7 million in
1992.  During 1993, net realized losses from the sale of
investments amounted to $12.5 million.  This was offset by a net
decrease in allowance for losses of $5.8 million, including an
increase of $9.3 million for mortgage investments and real estate,
offset by a decrease of $15.1 million for below investment grade
bonds (those rated below BBB).

Total benefits and expenses increased to $1.8 billion in 1993,
compared with $1.7 billion in 1992.  The largest component of
expenses, interest credited to policyholder accounts for universal
life-type insurance and investment contracts aggregated $1.2
billion and was essentially unchanged from the prior year.  This
reflected interest credited to higher accumulation values offset by
lower interest credited rates.

Amortization of deferred policy acquisition costs increased to $212
million in 1993, compared with $140 million in 1992, reflecting
prior years' growth of life insurance and annuity business and a
cumulative adjustment driven by the long-term decrease in accrual
rates on fixed annuities.
    
<PAGE>
PAGE 37
   
Other insurance and operating expenses, which include non-
capitalized commissions and indirect selling expenses, direct and
indirect operating expenses, premium taxes and guaranty association 
expenses increased to $242 million in 1993, compared with $216
million in 1992.

In May 1993, the Financial Accounting Standards Board issued SFAS
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," which the Company will implement, effective Jan. 1,
1994.  Under the new rules, debt securities that the Company has
both the positive intent and ability to hold to maturity will be
carried at amortized cost.  Debt securities that the Company does
not have the positive intent and ability to hold to maturity and
all marketable equity securities will be classified as
available-for-sale and carried at fair value.  Unrealized gains and
losses on securities classified as available-for-sale will be
carried as a separate component of stockholder's equity.  The
effect of the new rules will be to increase stockholder's equity by
approximately $181 million, net of taxes, as of Jan. 1, 1994, but
the new rules will have no material impact on the Company's results
of operations.

SFAS No. 114, "Accounting by Creditors for Impairment of a Loan,"
and FASB Interpretation No. 39, "Offsetting of Amounts Related to
Certain Contracts," are expected to have no material impact on the
Company's results of operations or financial condition.

1992 Compared to 1991:  Consolidated income before income taxes
totaled $316 million in 1992, compared with $259 million in 1991. 
In 1992, $96 million was from the life, disability income, health
and long-term care insurance segment, compared with $90 million in
1991.  In 1992, $223 million was from the annuity segment, compared
with $175 million in 1991.  The remaining $3.7 million loss in 1992
was a net loss on investments, compared with a net loss on
investments of $5.8 million in 1991.

Total premiums received increased to $4.4 billion in 1992, compared
with $3.3 billion in 1991.  This increase is primarily due to
strong sales of annuities with equity investment options as
investors were attracted to the stock market due to the low
interest rate environment.  In addition, the Company reported
increases in its fixed single premium deferred annuity line.

Universal life-type insurance and variable universal life
insurance premiums increased from the prior year.  Traditional
life insurance premiums were essentially unchanged from the prior
year, while long-term care sales increased.

Total revenues increased to $2.0 billion in 1992, compared with
$1.7 billion in 1991.  Of this, net investment income was $1.6
billion in 1992, compared with $1.4 billion in 1991, reflecting an
increase in invested assets, partially offset by lower yields.
Total invested assets grew 20 percent to $19.2 billion at Dec. 31,
1992, from $16.0 billion at Dec. 31, 1991.
    
<PAGE>
PAGE 38
   
Policyholder and contractholder charges, which consist primarily
of cost of insurance charges on universal life-type policies,
increased to $156 million in 1992, compared with $137 million in
1991.  This increase reflects higher total life insurance in force
which grew 12 percent to $40.9 billion at Dec. 31, 1992.

Management and other fees increased to $85 million in 1992,
compared with $61 million in 1991.  This is primarily due to an
increase in assets held in segregated asset accounts, which grew 33
percent to $6.2 billion at Dec. 31, 1992, resulting from strong
sales of variable products and market appreciation.  The Company
provides investment management services for the mutual funds used
as investment options for variable annuities and variable life
insurance.  The Company also receives a mortality and expense risk
fee from the segregated asset accounts.

In 1992, the Company reported a net loss on investments of $3.7
million, compared with a net loss on investments of $5.8 million
in 1991.  During 1992, net realized gains from the sale of
investments amounted to $1.2 million.  This was offset by a net
increase in allowance for losses of $4.9 million, including an
increase of $12.5 million for mortgage investments and real estate,
offset by a decrease of $7.6 million for below investment grade
bonds (those rated below BBB).

During 1991, net realized gains from the sale of investments of
$16.0 million were offset by an increase in allowance for losses
of $21.8 million, resulting in a net loss of $5.8 million.

Total benefits and expenses increased to $1.7 billion in 1992,
compared with $1.5 billion in 1991.  The largest component of
expenses, interest credited to policyholder accounts for universal
life-type insurance and investment contracts, increased to $1.2
billion in 1992, compared with $1.1 billion in 1991.  This reflects
an increase in liabilities for future policy benefits for universal
life-type insurance, which grew 8.8 percent to $2.6 billion at Dec.
31, 1992, and an increase in liabilities for future policy benefits
for fixed annuities, which grew 20 percent to $16 billion at Dec.
31, 1992.

Amortization of deferred policy acquisition costs increased to $140
million in 1992, compared with $116 million in 1991, reflecting
prior years' growth of life insurance and annuity business.

Other insurance and operating expenses, which include non-
capitalized commissions and indirect selling expenses, direct and
indirect operating expenses, premium taxes and guaranty association
expenses increased to $216 million in 1992, compared with $154
million in 1991.  The increase is primarily due to an increased
provision for assessments by state guaranty associations.  The
assessments are used to fund claims of policyholders of insolvent
insurance companies.
    
<PAGE>
PAGE 39
   
Liquidity and Capital Resources

The liquidity requirements of the Company are met by funds provided
from operations and investment activity.  The components of the
funds provided are premiums, investment income, proceeds from sales
of investments as well as maturities and periodic repayments of
investment principal.

The primary uses of funds are policy benefits, commissions and
operating expenses, policy loans and new investment purchases.

The Company has available lines of credit with two banks
aggregating $75 million, which are used strictly as short-term
sources of funds.  Borrowings outstanding under the agreements were
$1.5 million at Dec. 31, 1993.  The Company also uses reverse
repurchase agreements for short-term liquidity needs.  Reverse
repurchase agreements aggregated $30 million at Dec. 31, 1993.

At Dec. 31, 1993, investments in fixed maturities comprised 89
percent of the Company's total invested assets.  Of the fixed
maturity portfolio, approximately 51 percent is invested in GNMA,
FNMA and FHLMC mortgage-backed securities which are considered
AAA/Aaa quality.

At Dec. 31, 1993, approximately 8.8 percent of the Company's
investments in fixed maturities were below investment grade bonds. 
These investments may be subject to a higher degree of risk than
the more "traditional" issues because of the borrower's generally
greater sensitivity to adverse economic conditions, such as
recession or increasing interest rates, and in certain instances,
the lack of an active secondary market.  Expected returns on below
investment grade bonds reflect consideration of such factors.  The
Company has established an allowance for losses for below
investment grade bonds totaling $23 million at Dec. 31, 1993. 
Management believes that the allowance for losses is adequate,
however, future economic factors could impact the ratings of
securities owned and additional reserves for losses may be
required.

At Dec. 31, 1993, net unrealized appreciation on fixed maturities
included $1.1 billion of gross unrealized appreciation and $82
million of gross unrealized depreciation.

At Dec. 31, 1993, the Company had an allowance for losses for
mortgage loans totaling $35 million and for real estate totaling
$11 million.

The economy and other factors have caused an increase in the number
of insurance companies that are under regulatory supervision.  This
circumstance has resulted in an increase in assessments by state
guaranty associations to cover losses to policyholders of insolvent
or rehabilitated companies.  Some assessments can be partially
recovered through a reduction in future premium taxes in certain
states.  The Company established an asset for guaranty association
assessments from those states allowing a reduction in future
premium taxes over a reasonable period of time.  The asset will be
amortized as future premium taxes are reduced.  The Company has 
<PAGE>
PAGE 40
also estimated the potential effect of future assessments on the
Company's financial position and results of operations and has
established a reserve for such potential assessments.
    
In the first quarter of 1994, the Company paid a $40 million
dividend to its parent.  In 1993, dividends paid to its parent were
$25 million.
   
Segment Information

The Company's operations consist of two business segments:
Individual and group life, disability income, long-term care and
health insurance; and fixed and variable annuity products designed
for individuals, pension plans,small businesses and
employer-sponsored groups.  The Company is not dependent upon any
single customer and no single customer accounted for more than 10
percent of revenue in 1993, 1992 or 1991.  (See Note 8, Segment
information, in the "Notes to Consolidated Financial Statements".)

Reinsurance

Reinsurance arrangements are used to reduce exposure to large
losses.  The maximum amount of risk retained by the Company on any
one life is $750,000 of life and waiver of premium benefits plus
$50,000 of accidental death benefits.  The excesses are reinsured
with other life insurance companies.  At Dec. 31, 1993, traditional
life and universal life-type insurance in force aggregated $46.1
billion, of which $3.0 billion was reinsured.

The Company has a reinsurance agreement with an affiliated company,
whereby the Company assumed 100 percent of a block of single
premium life insurance business.  Reserves related to this
agreement were $760 million at Dec. 31, 1993.  The Company also has
a reinsurance agreement to cede 50 percent of its long-term care
insurance business to an affiliated company.  Reserves and
reinsurance receivables related to this agreement both amounted to
$44.1 million at Dec. 31, 1993.
    
Reserves

In accordance with the insurance laws and regulations under which
the Company operates, it is obligated to carry on its books, as
liabilities, actuarially determined reserves to meet its
obligations on its outstanding life and health insurance policies
and annuity contracts.  Reserves for policies and contracts are
based on mortality and morbidity tables in general use in the
United States.  These reserves are computed amounts that, with
additions from premiums to be received, and with interest on such
reserves compounded annually at assumed rates, will be sufficient 
to meet the Company's policy obligations at their maturities or in
the event of an insured's death.  In the accompanying financial
statements these reserves are determined in accordance with 
generally accepted accounting principles. (See Note 1, Liabilities
for future policy benefits, in the "Notes to Consolidated Financial
Statements," page __). 
<PAGE>
PAGE 41
Investments
   
Of the Company's consolidated total investments of $21.9 billion at
Dec. 31, 1993, 46 percent was invested  in mortgage-backed
securities, 43 percent in corporate and other bonds,  9.4 percent
in primary mortgage loans on real estate, 1.6 percent in policy
loans and the remaining 0.5 percent in other investments.

Competition

The Company is engaged in a business that is highly competitive due
to the large number of stock and mutual life insurance companies
and other entities marketing insurance products.  There are over
2,600 stock, mutual and other types of insurers in the life
insurance business.  In Fortune magazine's May 1993 listing of the
50 largest life insurance companies as ranked by assets, the
Company ranked fourteenth.  Best's Insurance Reports, Life-Health
edition, 1993, assigned the Company one of its highest
classifications, A+ (Superior). 

Employees

As of Dec. 31, 1993, the Company and its subsidiaries had 764
employees; including 711 employed at the home office in
Minneapolis, MN, and 53 employed at IDS Life Insurance Company of
New York, located in Albany, NY.

Properties

The Company occupies office space in Minneapolis, MN, which is
rented by its parent, IDS Financial Corporation.  The Company
reimburses IDS Financial Corporation for rent based on direct and
indirect allocation methods.  Facilities occupied by the Company
and its subsidiaries are believed to be adequate for the purposes
for which they are used and are well maintained. 
    
State Regulation

The Company is subject to the laws of the State of Minnesota
governing insurance companies and to the regulations of the
Minnesota Department of Commerce.  An annual statement in the
prescribed form is filed with the Minnesota Department of Commerce
each year covering the Company's operation for the preceding year
and its financial condition at the end of such year.  Regulation by
the Minnesota Department of Commerce includes periodic examination
to determine the Company's contract liabilities and reserves so
that the Minnesota Department of Commerce may certify that these
items are correct.  The Company's books and accounts are subject to
review by the Minnesota Department of Commerce at all times.  Such 
regulation does not, however, involve any supervision of the
account's management or the company's investment practices or
policies.  In addition, the Company is subject to regulation under 
the insurance laws of other jurisdictions in which it operates.  A
full examination of the Company's operations is conducted
periodically by the National Association of Insurance
Commissioners.
<PAGE>
PAGE 42
Under insurance guaranty fund laws, in most states, insurers doing
business therein can be assessed up to prescribed limits for
however, that an assessment may be excused or deferred if it would
threaten an insurer's own financial strength.

Directors and Executive Officers*  

The directors and principal executive officers of the Company and
the principal occupation of each during the last five years is as
follows:

Directors
   
Louis C. Fornetti, 44
Director since March 1994; Senior Vice President and Director, IDS,
since February 1985.

David R. Hubers, 51
Director since September 1989; President and Chief Executive
Officer, IDS, since August 1993, and Director, IDS, since January
1984.  Senior Vice President, Finance and Chief Financial Officer,
IDS, from January 1984 to August 1993.

Richard W. Kling, 53
Director since February 1984; President since March 1994. 
Executive Vice President, Marketing and Products from January 1988
to March 1994.  Vice President, IDS, since January 1988.  Director
of IDS Life Series Fund, Inc. and Manager of IDS Life Variable
Annuity Funds A & B.

Paul F. Kolkman, 47
Director since May 1984; Executive Vice President since March 1994;
Vice President, Finance from May 1984 to March 1994; Vice
President, IDS, since January 1987.

Peter A. Lefferts, 52
Director and Executive Vice President, Marketing since March 1994;
Senior Vice President and Director, IDS, since February 1986.

Janis E. Miller, 42
Director and Executive Vice President, Variable Assets since March
1994; Vice President, IDS, since June 1990.  Director, Mutual Funds
Product Development and Marketing, IDS, from May 1987 to May 1990. 
Director of IDS Life Series Fund, Inc. and Manager of IDS Life
Variable Annuity Funds A & B. 

James A. Mitchell, 52
Chairman of the Board since March 1994; Director since July 1984;
Chief Executive Officer since November 1986; President from July
1984 to March 1994; Senior Vice President and Director, IDS, since
July 1984.
    
<PAGE>
PAGE 43
   
Barry J. Murphy, 43
Director and Executive Vice President, Client Service since March
1994; Senior Vice President, Operations, Travel Related Services
(TRS), a subsidiary of American Express Company, since July 1992;
Vice President, TRS, from November 1989 to July 1992; Chief
Operating Officer, TRS, from March 1988 to November 1989.

Stuart A. Sedlacek, 36
Director and Executive Vice President, Assured Assets since March
1994; Vice President, IDS, since September 1988.

Melinda S. Urion, 40
Director and Controller since September 1991; Executive Vice
President since March 1994; Vice President and Treasurer from
September 1991 to March 1994; Vice President, IDS, since September
1991; Chief Accounting Officer, IDS, from July 1988 to September
1991.

Officers Other Than Directors

Morris Goodwin Jr., 42
Vice President and Treasurer since March 1994; Vice President and
Corporate Treasurer, IDS, since July 1989; Chief Financial Officer
and Treasurer, IDS Bank & Trust, from January 1988 to July 1989.  

William A. Stoltzmann, 45
Vice President, General Counsel and Secretary since 1985.   

*The address for all of the directors and principal officers is: 
IDS Tower 10, Minneapolis, MN 55440-0010.
    
Executive Compensation 
   
Executive officers of the Company also may serve one or more
affiliated companies.  The following table reflects cash
compensation paid to the five most highly compensated executive
officers as a group for services rendered in 1993 to the Company
and its affiliates.  The table also shows the total cash
compensation paid to all executive officers of the Company, as a
group, who were executive officers at any time during 1993.

Name of individual                                    Cash
or number in group        Position held               compensation
Five most highly                                      $1,929,713
compensated executive
officers as a group:
    
James A. Mitchell         President

Richard W. Kling          Exec. Vice President, 
                          Marketing and Products

ReBecca K. Roloff         Exec. Vice President,
                          Operations

<PAGE>
PAGE 44
   
Alan R. Dakay             Vice President,
                          Institutional
                          Insurance Marketing

Paul F. Kolkman           Vice President,
                          Finance

All executive officers 
as a group (12)                                       $2,811,894
___________________________________________________________________
    
Security Ownership of Management

The Company's directors and officers do not beneficially own any
outstanding shares of stock of the Company.  All of the outstanding
shares of stock of the Company are beneficially owned by its
parent, IDS Financial Corporation.  The percentage of shares of IDS
Financial Corporation owned by any director, and by all directors
and officers of the Company as a group, does not exceed one percent
of the class outstanding.

Legal Proceedings and Opinion 

Legal matters in connection with federal laws and regulations
affecting the issue and sale of the Contracts described in this
prospectus and the organization of the Company, its authority to
issue Contracts under Minnesota law and the validity of the forms
of the Contracts under Minnesota law have been passed on by the
General Counsel of the Company.

Experts
   
The consolidated financial statements of IDS Life Insurance Company
at Dec. 31, 1993 and 1992, and for each of the three years in the
period ended Dec. 31, 1993, appearing in this Prospectus and
Registration Statement have been audited by Ernst & Young,
independent auditors, as set forth in their reports thereon
appearing elsewhere herein and in the Registration Statement, and
are included in reliance upon such reports given upon the authority
of such firm as experts in accounting and auditing.
    
Appendix

1.  Assume:  contract effective date of October 1, 1993
             contract termination date of July 1, 1998
             contract year at termination is 5

         Purchase     Initial     Current        Accumulation
Year     Payments      Rate        Rate         Account Value
_________________________________________________________________
1         $10,000       6.50%      6.25%           $12,560
2           8,000       6.00       6.25              9,870
3          12,000       6.25       6.25             13,960
4          15,000       7.50       6.75             16,660
5          20,000       6.50       6.50             20,640
_________________________________________________________________

<PAGE>
PAGE 45
Total Accumulation Account Value        =  $73,690
Withdrawal Charge = .03 x 73,690        =    2,211
Fixed Account Value = 73,690 - 2,211    =   71,479

Weighted Average Interest Rate          =   6.433%
Interest Rate on New Purchase Payments  =   6.750 

MVA = $71,479 x (.06433 - .06750) x 5.0 =  $-1,132.94

Market Value = 71,479 - 1,132.94        =   70,346.06

2.  Assume:  contract effective date of January 15, 1994
             contract termination date of September 20, 1996
             contract year at termination is 3

         Purchase     Initial     Current        Accumulation
Year     Payments      Rate        Rate         Account Value
_________________________________________________________________
1         $15,000       7.00%      6.25%           $17,710
2          20,000       6.50       6.00             22,140
3          25,000       5.50       5.50             25,910
_________________________________________________________________

Total Accumulation Account Value       =  $65,760
Withdrawal Charge = .05 x 65,760       =    3,288
Fixed Account Value = 65,760 - 3,288   =   62,472

Weighted Average Interest Rate         =   5.870%
Interest Rate on New Purchase Payments =   5.250 

MVA = $62,472 x (.05870 - .05250) x 6  =  $+2,323.96

Market Value = 62,472 + 2,323.96       =   64,795.96
<PAGE>
PAGE 46






Annual Financial Information


Report of Independent Auditors

The Board of Directors
IDS Life Insurance Company
         
We have audited the accompanying consolidated balance sheets of IDS
Life Insurance Company (a wholly owned subsidiary of IDS Financial
Corporation) as of December 31, 1993 and 1992, and the related
consolidated statement of income and cash flows for each of the
three years in the period ended December 31, 1993.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  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 consolidated financial
position of IDS Life Insurance Company at December 31, 1993 and
1992, and the consolidated results of its operations and its cash
flows for each of the three years in the period ended December 31,
1993, in conformity with generally accepted accounting principles. 



Ernst & Young
Minneapolis, Minnesota
February 3, 1994

<PAGE>
PAGE 47
IDS Life Financial Information


The Financial statements shown below are those of the insurance
company and not those of the Funds or the Accounts.  They are
included in the prospectus for the purpose of informing investors
as to the financial condition of the insurance company and its
ability to carry out its obligations under the variable annuity
contracts.

IDS Life Insurance Company
<TABLE>
<CAPTION>
Consolidated Balance Sheets                                                                 Dec. 31, 1993        Dec. 31, 1992
Assets                                                                                                  (Thousands)
______________________________________________________________________________________________________________________________
<S>                                                                                            <C>                 <C>
Investments:
Fixed maturities (Fair value: 1993, $20,425,979; 1992, $17,896,374)                            $19,392,424         $17,185,879
Mortgage loans on real estate (Fair value: 1993, $2,125,686; 1992, $1,785,970)                   2,055,450           1,688,490
Policy loans                                                                                       350,501             320,016
Other investments                                                                                   56,307              51,955
______________________________________________________________________________________________________________________________
Total investments                                                                               21,854,682          19,246,340
______________________________________________________________________________________________________________________________
Cash and cash equivalents                                                                          146,281              73,563
Receivables:
Reinsurance                                                                                         55,298                   -
Amounts due from brokers                                                                             5,719              20,202
Other accounts receivable                                                                           21,459              20,095
Premiums due                                                                                         1,329               1,361
______________________________________________________________________________________________________________________________
Total receivables                                                                                   83,805              41,658
______________________________________________________________________________________________________________________________
Accrued investment income                                                                          307,177             285,120
Deferred policy acquisition costs                                                                1,652,384           1,440,875
Other assets                                                                                        21,730              18,672
Assets held in segregated asset accounts, primarily common stocks at market                      8,991,694           6,189,545
______________________________________________________________________________________________________________________________
Total assets                                                                                   $33,057,753         $27,295,773
______________________________________________________________________________________________________________________________
Liabilities and Stockholder's Equity
______________________________________________________________________________________________________________________________
Liabilities:
Fixed annuities - future policy benefits                                                       $18,492,135         $16,342,419
Universal life-type insurance - future policy benefits                                           2,753,455           2,567,687
Traditional life-type insurance - future policy benefits                                           210,205             210,886
Disability income, health and long-term care insurance - future policy benefits                    185,272             104,896
Policy claims and other policyholders' funds                                                        44,516              49,899
Deferred federal income taxes                                                                       43,620              87,913
Amounts due to brokers                                                                             351,486             258,654
Other liabilities                                                                                  292,024             235,509
Liabilities related to segregated asset accounts                                                 8,991,694           6,189,545
______________________________________________________________________________________________________________________________
Total liabilities                                                                               31,364,407          26,047,408
______________________________________________________________________________________________________________________________
Stockholder's equity:
Capital stock, $30 per value per share; 100,000 shares authorized, issued and outstanding            3,000               3,000
Additional paid-in capital                                                                         222,000              22,000
Net unrealized appreciation on equity securities                                                       114                 214
Retained earnings                                                                                1,468,232           1,223,151
______________________________________________________________________________________________________________________________
Total stockholder's equity                                                                       1,693,346           1,248,365
______________________________________________________________________________________________________________________________
Total liabilities and stockholder's equity                                                     $33,057,753         $27,295,773
Commitments and contingencies (Note 6)
______________________________________________________________________________________________________________________________
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
PAGE 48
<TABLE>
<CAPTION>
Consolidated Statement of Income                                                                         Years ended Dec. 31,
                                                                                                  1993          1992         1991
                                                                                                            (Thousands)
__________________________________________________________________________________________________________________________________
<S>                                                                                          <C>           <C>          <C>
Revenues:
Premiums:                                                               
Traditional life insurance                                                                   $   48,137    $   49,719   $   49,706
Disability income and long-term care insurance                                                   79,108        64,660       52,632
__________________________________________________________________________________________________________________________________
                                                                                                127,245       114,379      102,338
Policyholder and contractholder charges                                                         184,205       156,368      137,202
Management and other fees                                                                       120,139        84,591       61,142
Net investment income                                                                         1,783,219     1,616,821    1,422,866
Net loss on investments                                                                          (6,737)       (3,710)      (5,837)
__________________________________________________________________________________________________________________________________
Total revenues                                                                                2,208,071     1,968,449    1,717,711
__________________________________________________________________________________________________________________________________
Benefits and expenses:
Death and other benefits - traditional life insurance                                            32,136        34,139       30,170
Death and other benefits - universal life-type insurance
and investment contracts                                                                         49,692        42,174       38,529
Death and other benefits - disability income, health and
long-term care insurance                                                                         13,148        10,701        8,242
Increase (decrease) in liabilities for future policy benefits -
traditional life insurance                                                                       (4,513)       (5,788)      (6,425)
Increase (decrease) in liabilities for future policy benefits -
disability income, health and long-term care insurance                                           32,528        27,172       19,700
Interest credited on universal life-type insurance and investment contracts                   1,218,647     1,188,379    1,098,281
Amortization of deferred policy acquisition costs                                               211,733       140,159      116,078
Other insurance and operating expenses                                                          241,974       215,692      153,669
__________________________________________________________________________________________________________________________________
Total benefits and expenses                                                                   1,795,345     1,652,628    1,458,244
__________________________________________________________________________________________________________________________________
Income before income taxes                                                                      412,726       315,821      259,467
Income taxes                                                                                    142,647       104,651       77,430
__________________________________________________________________________________________________________________________________
Net income                                                                                   $  270,079    $  211,170   $  182,037
__________________________________________________________________________________________________________________________________
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
PAGE 49
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows                                                                     Years ended Dec. 31,
                                                                                                  1993          1992         1991
                                                                                                            (Thousands)
__________________________________________________________________________________________________________________________________
<S>                                                                                          <C>           <C>          <C>
Cash flows from operating activities:
Net income                                                                                   $ 270,079     $ 211,170    $  182,037
Adjustments to reconcile net income to net cash provided by operating activities:
Issuance - policy loans, excluding universal life-type insurance                               (35,886)      (32,881)      (29,309)
Repayment - policy loans, excluding universal life-type insurance                               29,557        26,750        19,928
Change in reinsurance receivable                                                               (55,298)            -             -
Change in other accounts receivable                                                             (1,364)       (4,772)       (1,558)
Change in accrued investment income                                                            (22,057)      (15,853)      (26,022)
Change in deferred policy acquisition costs, net                                              (211,509)     (229,252)     (175,442)
Change in liabilities for future policy  benefits for traditional life, disability
income, health and long-term care insurance                                                     79,695        21,384        13,275
Change in policy claims and other policyholders' funds                                          (5,383)       (1,347)       11,801
Change in deferred federal income taxes                                                        (44,237)      (30,385)      (29,207)
Change in other liabilities                                                                     56,515        88,997        45,323
Amortization of premium (accretion of discount), net                                           (27,438)       (4,289)       19,726
Net loss on investments                                                                          6,737         3,710         5,837
Premiums related to universal life-type insurance                                              397,883       312,621       264,504
Surrenders and death benefits related to universal life-type insurance                        (255,133)     (166,162)     (109,307)
Interest credited to account balances related to universal life-type insurance                 156,885       161,873       160,585
Policyholder and contractholder charges, non-cash                                          1,071,917     1,026,506       937,696
Issuance - universal life-type insurance policy loans                                          (70,304)      (72,007)      (76,010)
Repayment - universal life-type insurance policy loans                                          46,148        40,351        31,860
Capital contribution from parent                                                               200,000             -             -
Cash dividend to parent                                                                        (25,000)      (20,000)      (20,000)
__________________________________________________________________________________________________________________________________
Net cash provided by financing activities                                                    2,300,560     2,627,286     2,318,071
__________________________________________________________________________________________________________________________________
Net increase (decrease) in cash and cash equivalents                                            72,718       (38,174)      108,868
Cash and cash equivalents at beginning of year                                                  73,563       111,737         2,869
__________________________________________________________________________________________________________________________________
Cash and cash equivalents at end of year                                                  $    146,281  $     73,563  $    111,737
__________________________________________________________________________________________________________________________________
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
PAGE 50
Notes to Consolidated Financial Statements ($ Thousands)
Dec. 31, 1993, 1992, 1991

1. Summary of significant accounting policies

Nature of business
IDS Life Insurance Company (the Company) is engaged in the
insurance and annuity business.  The Company sells various forms of
fixed and variable individual life insurance, group life insurance,
individual and group disability income insurance, long-term care
insurance, and single and installment premium fixed and variable
annuities.

Basis of presentation
The Company is a wholly owned subsidiary of IDS Financial
Corporation (IDS), which is a wholly owned subsidiary of American
Express Company.  The accompanying consolidated financial
statements include the accounts of the Company and its wholly owned
subsidiaries, IDS Life Insurance Company of New York and American
Enterprise Life Insurance Company.  All material intercompany
accounts and transactions have been eliminated in consolidation. 

The accompanying consolidated financial statements have been
prepared in conformity with generally accepted accounting
principles which vary in certain respects from reporting practices
prescribed or permitted by state insurance regulatory authorities. 
Also, the consolidated financial statements are presented on a
historical cost basis without adjustment of the net assets
attributable to the 1984 acquisition of IDS by American Express
Company.

Investments
Investments in fixed maturities are carried at cost, adjusted where
appropriate for amortization of premiums and accretion of
discounts.  Mortgage loans on real estate are carried principally
at the unpaid principal balances of the related loans.  Policy
loans are carried at the aggregate of the unpaid loan balances
which do not exceed the cash surrender values of the related
policies.  Other investments include interest rate caps, real
estate and equity securities.  When evidence indicates a decline,
which is other than temporary, in the underlying value or earning
power of individual investments, such investments are written down
to the estimated realizable value by a charge to income.  Equity
securities are carried at market value and the related net
unrealized appreciation or depreciation is reported as a credit or
charge to stockholder's equity.

The Company has the ability and the intent to recover the  costs of
these investments by holding them for the forseeable future.  The
ability to hold investments to scheduled maturity dates is
dependent on, among other things, annuity contract owners
maintaining their annuity contracts in force.

The Company will implement, effective January 1, 1994, Statement of
Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities."  Under the new rules,
debt securities that the Company has both the positive intent and
ability to hold to maturity will be carried at amortized cost. 
Debt securities that the Company does not have the positive intent <PAGE>
PAGE 51
1. Summary of significant accounting policies (continued)

and ability to hold to maturity and all marketable equity
securities will be classified as available-for-sale and carried at
fair value.  Unrealized gains and losses on securites classified as
available-for-sale will be carried as a separate component of
stockholder's equity.  The effect of the new rules will be to
increase stockholder's equity by approximately $181 million, net of
taxes, as of January 1, 1994, but the new rules will have no
material impact on the Company's results of operations.

Realized investment gain or loss is determined on an identified
cost basis.
        
Interest rate cap contracts are purchased to reduce the Company's
exposure to rising interest rates which would increase the cost of
future policy benefits for interest sensitive products.  Costs
are amortized over the lives of the agreements and benefits are
recognized when realized.       

Prepayments are anticipated on certain investments in
mortgage-backed securities in determining the constant effective
yield used to recognize interest income.  Prepayment estimates
are based on information received from brokers who deal in
mortgage-backed securities.

Statement of cash flows
The Company considers investments with a maturity at the date of
their acquisition of three months or less to be cash equivalents. 
These securities are carried principally at amortized cost which
approximates fair value.   

Supplementary information to the consolidated statement of cash
flows for the years ended Dec. 31 is summarized as follows:

                                         1993       1992       1991
___________________________________________________________________
Cash paid during the year for:
Income taxes                         $188,204   $140,445   $111,809
Interest on borrowings                  2,661      1,265        108
___________________________________________________________________

Recognition of profits on annuity contracts and insurance policies
The Company issues single premium deferred annuity contracts that
provide for a service fee (surrender charge) at annually decreasing
rates upon withdrawal of the annuity accumulation value by the
contract owner.  No sales fee is deducted from the contract
considerations received on these contracts ("no load" annuities). 
Single premium deferred annuities issued prior to 1980 had a sales
fee and no surrender charge.  All of the Company's single premium
deferred annuity contracts provide for crediting the contract
owners' accumulations at specified rates of interest.  Such rates
are revised by the Company from time to time based on changes in
the market investment yield rates for fixed-income securities.

<PAGE>
PAGE 52
1. Summary of significant accounting policies (continued)

Profits on single premium deferred annuities and installment
annuities are recognized by the Company over the lives of the
contracts and represent the excess of investment income earned
from investment of contract considerations over interest credited
to contract owners and other expenses.

The retrospective deposit method is used in accounting for
universal life-type insurance.  This method recognizes profits over
the lives of the policies in proportion to the estimated gross
profits expected to be realized.

Premiums on traditional life, disability income, health and
long-term care insurance policies are recognized as revenue when
collected or due, and related benefits and expenses are associated
with premium revenue in a manner that results in recognition of
profits over the lives of the insurance policies.  This association
is accomplished by means of the provision for future policy
benefits and the deferral and subsequent amortization of policy
acquisition costs.

Deferred policy acquisition costs
The costs of acquiring new business, principally sales
compensation, policy issue costs, underwriting and certain sales
expenses, have been deferred on insurance and annuity contracts. 
The deferred acquisition costs for single premium deferred
annuities and installment annuities are amortized based upon
surrender charge revenue and a portion of the excess of investment
income earned from investment of the contract considerations over
the interest credited to contract owners.  The costs for universal
life-type insurance are amortized over the lives of the policies as
a percentage of  the estimated gross profits expected to be
realized on the policies.  For traditional life, disability income,
health and long-term care insurance policies, the costs are
amortized over an appropriate period in proportion to premium
revenue.

Liabilities for future policy benefits
Liabilities for universal life-type insurance, single premium
deferred annuities and installment annuities are accumulation
values.

Liabilities for fixed annuities in a benefit status are based on
the Progressive Annuity Table with interest at 5 percent, the 1971
Individual Annuity Table with interest at 7 percent or 8.25
percent, or the 1983a Table with various interest rates ranging
from 5.5 percent to 9.5 percent, depending on year of issue.

Liabilities for future benefits on traditional life insurance have
been computed principally by the net level premium method, based on
anticipated rates of mortality (approximating the 1965-1970 Select
and Ultimate Basic Table for policies issued after 1980 and the
1955-1960 Select and Ultimate Basic Table for policies issued prior
to 1981), policy persistency derived from Company experience data
(first year rates ranging from approximately 70 percent to 90
percent and increasing rates thereafter), and estimated future
investment yields of 4 percent for policies issued before 1974 and 
<PAGE>
PAGE 53
1. Summary of significant accounting policies (continued)

5.25 percent for policies issued from 1974 to 1980.  Cash value
plans issued in 1980 and later assume future investment rates that
grade from 9.5 percent to 5 percent over 20 years.  Term insurance
issued from 1981 to 1984 assumes an 8 percent level investment rate
and term insurance issued after 1984 assumes investment rates that
grade from 10 percent to 6 percent over 20 years. 

Liabilities for future disability income policy benefits have been
computed principally by the net level premium method, based on the
1964 Commissioners Disability Table with the 1958 Commissioners 
Standard Ordinary Mortality Table at 3 percent interest for 1980
and prior, 8 percent interest for persons disabled from 1981 to
1991 and 6 percent interest for persons disabled after 1991.

Liabilities for future benefits on long-term care insurance have
been computed principally by the net level premium method, using
morbidity rates based on the 1985 National Nursing Home Survey and
mortality rates based on the 1983a Table.  The interest rate basis
is 9.5 percent grading to 7 percent over ten years for policies
issued from 1989 to 1992, 7.75 percent grading to 7 percent over
four years for policies issued after 1992, 8 percent for claims 
incurred in 1989 to 1991 and 6 percent for claims incurred after
1991.

At Dec. 31, 1993 and 1992, the carrying amount and fair value of
fixed annuities future policy benefits, after excluding life
insurance-related contracts carried at $913,127 and $834,909, were
$17,579,008 and $15,507,510, and $16,881,747 and $14,867,066,
respectively.  The fair value is net of policy loans of $59,132 and
$51,394 at Dec. 31, 1993 and 1992, respectively.  The fair value of
these benefits is based on the status of the annuities at Dec. 31,
1993 and 1992.  The fair value of deferred annuities is estimated
as the carrying amount less any surrender charges and related
loans.  The fair value for annuities in non-life contingent payout
status is estimated as the present value of projected benefit
payments at the rate appropriate for contracts issued in 1993 and
1992. 
        
Reinsurance
The maximum amount of life insurance risk retained by the Company
on any one life is $750 of life and waiver of premium benefits plus
$50 of accidental death benefits.  The maximum amount of disability
income risk retained by the Company on any one life is $6 of
monthly benefit for benefit periods longer than three years.  The
excesses are reinsured with other life insurance companies on a
yearly renewable term basis.  Graded premium whole life policies
and long term care are primarily reinsured on a coinsurance basis.
        
In 1993 the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 113, "Accounting and Reporting for Reinsurance
of Short-Duration and Long-Duration Contracts."  Under SFAS No.
113, amounts paid or deemed to have been paid for reinsurance
contracts are recorded as reinsurance receivables.  Prior to 1993,
these amounts were recorded as a reduction of the liability for
future insurance policy benefits.  The cost of reinsurance is
accounted for over the period covered by the reinsurance contract.  
<PAGE>
PAGE 54
1. Summary of significant accounting policies (continued)

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

Included in other liabilities at Dec. 31, 1993 and 1992 are $14,709
and $18,181, respectively, payable to IDS for federal income taxes.
        
Segregated asset account business
The segregated asset account assets and liabilities represent funds
held for the exclusive benefit of the variable annuity and variable
life insurance contract owners.  The Company receives investment
management and mortality and expense assurance fees from the
variable annuity and variable life insurance mutual funds and
segregated asset accounts.  The Company also deducts a monthly cost
of insurance charge and receives a minimum death benefit guarantee
fee and issue and administrative fee from the variable life
insurance segregated asset accounts.
        
The Company makes contractual mortality assurances to the variable
annuity contract owners that the net assets of the segregated asset
accounts will not be affected by future variations in the actual
life expectancy experience of the annuitants and the beneficiaries
from the mortality assumptions implicit in the annuity contracts. 
The Company makes periodic fund transfers to, or withdrawals from,
the segregated asset accounts for such actuarial adjustments for
variable annuities that are in the benefit payment period.  The
Company guarantees, for the variable life insurance policyholders,
the cost of the contractual insurance rate and that the death
benefit will never be less than the death benefit at the date of
issuance.
        
At Dec. 31, 1993 and 1992 the fair value of liabilities related to
segregated asset accounts was $8,305,209 and $5,727,402,
respectively.  The fair value of these liabilities at Dec. 31, 1993
and 1992 is estimated as the carrying amount less variable
insurance contracts carried at $346,276 and $226,946, respectively,
and surrender charges, if applicable. 
        
Reclassification
Certain 1992 and 1991 amounts have been reclassified to conform to
the 1993 presentation.

2. Investments

Market values of investments in fixed maturities represent quoted
market prices and estimated fair values when quoted prices are not
available.  Estimated fair values are determined by established
procedures involving, among other things, review of market indices,
price levels of current offerings of comparable issues, price
estimates and market data from independent brokers and financial
files.        <PAGE>
PAGE 55
2. Investments (continued)

Net gain (loss) on investments for the years ended Dec. 31 is
summarized as follows:
<TABLE>
<CAPTION>
                                                            1993          1992           1991  
________________________________________________________________________________________________
<S>                                                      <C>            <C>            <C>
Fixed maturities                                         $  5,460       $ 14,474       $ 22,750
Mortgage loans                                            (11,422)        (5,004)        (1,064)
Other investments                                          (6,606)        (8,265)        (5,695)
                                                                                               
                                                          (12,568)         1,205         15,991
Net (increase) decrease in allowance for losses             5,831         (4,915)       (21,828)
                                                         $ (6,737)      $ (3,710)      $ (5,837)
________________________________________________________________________________________________

Changes in net unrealized appreciation
(depreciation) of investments for the years
ended Dec. 31 are summarized as follows:

                                                            1993          1992           1991  
________________________________________________________________________________________________
Fixed maturities                                         $323,060       $(128,683)     $861,355
Equity securities                                            (156)            300           418
________________________________________________________________________________________________
</TABLE>
                                                         
Fair values of and gross unrealized gains
and losses on investments in fixed maturities
carried at amortized cost at Dec. 31 are as follows:
<TABLE>
<CAPTION>
                                                           Gross         Gross
                                          Amortized      Unrealized    Unrealized          Fair
1993                                        Cost           Gains         Losses            Value
________________________________________________________________________________________________
<S>                                     <C>              <C>             <C>         <C>
U.S. Government agency obligations      $    63,532      $    3,546      $  1,377    $    65,701  
State and municipal obligations              11,072           2,380             -         13,452
Corporate bonds and obligations           9,362,074         768,747        45,706     10,085,115
Mortgage-backed securities                9,978,523         341,067        57,879     10,261,711
                                         19,415,201       1,115,740       104,962     20,425,979
Less allowance for losses                    22,777               -        22,777              -
                                        $19,392,424      $1,115,740      $ 82,185    $20,425,979
________________________________________________________________________________________________

                                                           Gross         Gross    
                                          Amortized      Unrealized    Unrealized          Fair
1992                                        Cost           Gains         Losses            Value
________________________________________________________________________________________________
U.S. Government agency obligations      $    36,753      $    3,658      $      4    $    40,407
State and municipal obligations              11,234           1,542             -         12,776
Corporate bonds and obligations           7,688,190         431,781       104,707      8,015,264
Mortgage-backed securities                9,487,601         377,539        37,213      9,827,927
                                         17,223,778         814,520       141,924     17,896,374
Less allowance for losses                    37,899               -        37,899              -
                                        $17,185,879      $  814,520      $104,025    $17,896,374
________________________________________________________________________________________________
The amortized cost and fair value of investments in fixed maturities at Dec. 31, 1993 by
contractual maturity are shown below.  Expected maturities will differ from contractual
maturities because borrowers may have the right to call or prepay obligations with or without
call or prepayment penalties.
        
                                                           Amortized                     Fair
                                                              Cost                       Value
________________________________________________________________________________________________
Due in one year or less                                  $    89,160                 $    90,928
Due from one to five years                                 1,430,756                   1,532,298
Due from five to ten years                                 5,488,955                   5,924,580
Due in more than ten years                                 2,427,807                   2,616,462
Mortgage-backed securities                                 9,978,523                  10,261,711
                                                         $19,415,201                 $20,425,979
________________________________________________________________________________________________
/TABLE
<PAGE>
PAGE 56
2. Investments (continued)

Proceeds from sales of investments in fixed maturities during 1993
and 1992 were $482,523 and $996,619, respectively.  During 1993 and
1992, gross gains of $48,499 and $94,915, respectively, and gross
losses of $43,039 and $80,441, respectively, were realized on those
sales.
        
At Dec. 31, 1993, the amount of net unrealized appreciation on
equity securities included $160 of gross unrealized appreciation,
$nil of gross unrealized depreciation and deferred tax credits of
$46.  At Dec. 31, 1992, the amount of net unrealized appreciation
on equity securities included $328 of gross unrealized
appreciation, $12 of gross unrealized depreciation and deferred tax
credits of $102.  The fair value of equity securities was $1,900
and $2,005 at Dec. 31, 1993 and 1992, respectively.
        
Included in other investments at Dec. 31, 1993 are interest rate
caps at amortized cost of $26,923 with a fair value of $14,201. 
These interest rate caps carry a notional amount of $4,400,000 and
expire on various dates from 1994 to 1998.
        
At Dec. 31, 1993, bonds carried at $4,184 were on deposit with
various states as required by law.
        
Net investment income for the years ended Dec. 31 is summarized as
follows:
<TABLE>
<CAPTION>
                                                1993            1992           1991   
______________________________________________________________________________________
<S>                                          <C>             <C>            <C>
Interest on fixed maturities                 $1,589,802      $1,449,234     $1,279,317
Interest on mortgage loans                      175,063         148,693        122,723
Other investment income                          29,345          24,281         20,005
Interest on cash equivalents                      2,137           5,363          8,729
                                              1,796,347       1,627,571      1,430,774
Less investment expenses                         13,128          10,750          7,908
______________________________________________________________________________________
                                             $1,783,219      $1,616,821     $1,422,866
______________________________________________________________________________________
</TABLE>
At Dec. 31, 1993, investments in fixed maturities comprised 89
percent of the Company's total invested assets.  These securities
are rated by Moody's and Standard & Poor's (S&P), except for
approximately $2.1 billion which is rated by IDS internal analysts
using criteria similar to Moody's and S&P.  A summary of
investments in fixed maturities by rating on Dec. 31 is as follows: 
<TABLE>
<CAPTION>
                                               Dec. 31,        Dec. 31, 
Rating                                           1993            1992   
________________________________________________________________________
<S>                                          <C>             <C>
Aaa/AAA                                      $ 9,959,884     $ 9,480,345
Aa/AA                                            258,659         219,370
Aa/A                                             160,638         109,806
A/A                                            2,021,177       1,735,750
A/BBB                                            654,949         447,592
Baa/BBB                                        3,936,366       3,352,192
Baa/BB                                           717,606         392,361
Below investment grade                         1,705,922       1,486,362
________________________________________________________________________
                                             $19,415,201     $17,223,778
________________________________________________________________________
/TABLE
<PAGE>
PAGE 57
2. Investments (continued)

At Dec. 31, 1993, 99 percent of the securities rated Aaa/AAA are
GNMA, FNMA and FHLMC mortgage-backed securities.  No holdings of
any other issuer are greater than 1 percent of the Company's  total
investments in fixed maturities.

At Dec. 31, 1993, approximately 9.4 percent of the Company's
invested assets were mortgage loans on real estate.  Summaries of
mortgage loans by region of the United States and by type of real
estate at Dec. 31, 1993 and 1992 are as follows:
<TABLE>
<CAPTION>
                                   Dec. 31, 1993                   Dec. 31, 1992
                              On Balance    Commitments       On Balance   Commitments
Region                           Sheet      to Purchase          Sheet     to Purchase
______________________________________________________________________________________
<S>                          <C>            <C>              <C>            <C>
East North Central           $  552,150     $ 20,933         $  484,808     $ 21,728
West North Central              361,704       16,746            357,388       14,327
South Atlantic                  452,679       52,440            320,593       32,022
Middle Atlantic                 260,239       41,090            188,294       56,816
New England                     155,214       17,620            114,170       24,677
Pacific                         120,378       15,492             89,636        5,148
West South Central               43,948          525             46,296          716
East South Central               73,748            -             83,994       10,085
Mountain                         70,410       14,594             26,906        8,882
______________________________________________________________________________________
                              2,090,470      179,440          1,712,085      174,401
Less allowance for losses        35,020            -             23,595            -
______________________________________________________________________________________
                             $2,055,450     $179,440         $1,688,490     $174,401
______________________________________________________________________________________
        
                                   Dec. 31, 1993                   Dec. 31, 1992
                              On Balance    Commitments       On Balance   Commitments
Property type                    Sheet      to Purchase          Sheet     to Purchase
______________________________________________________________________________________
Apartments                   $  744,788     $ 79,153         $  541,855     $ 70,198
Department/retail stores        624,651       65,402            504,331       74,671
Office buildings                234,042       15,583            327,216       12,950
Industrial buildings            217,648        9,279            203,361       15,150
Nursing/retirement homes         83,768          917             56,431          716
Hotels/motels                    33,138            -             34,631          716
Medical buildings                30,429        5,954             23,006            -
Residential                          78            -              6,618            -
Other                           121,928        3,152             14,636            -
______________________________________________________________________________________
                              2,090,470      179,440          1,712,085      174,401
Less allowance for losses        35,020            -             23,595            -
______________________________________________________________________________________
                             $2,055,450     $179,440         $1,688,490     $174,401
______________________________________________________________________________________
</TABLE>

Mortgage loan fundings are restricted by state insurance regulatory
authorities to 80 percent or less of the market value of the real
estate at the time of origination of the loan.  The Company holds
the mortgage document, which gives the right to take possession of
the property if the borrower fails to perform according to the
terms of the agreement.  The 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.  Commitments to purchase mortgages are made in the
ordinary course of business.  The fair value of the mortgage
commitments is $nil.

<PAGE>
PAGE 58
3. Income taxes

The Company qualifies as a life insurance company for federal
income tax purposes.  As such, the Company is subject to the
Internal Revenue Code provisions applicable to life insurance
companies.

Income tax expense consists of the following:
<TABLE>
<CAPTION>
                                               1993           1992         1991
_______________________________________________________________________________
<S>                                          <C>            <C>        <C>
Federal income taxes:
Current                                      $180,558       $130,998   $104,292
Deferred                                      (44,237)       (30,385)   (29,207)
_______________________________________________________________________________
                                              136,321        100,613     75,085
State income taxes-Current                      6,326          4,038      2,345
_______________________________________________________________________________
Income tax expense                           $142,647       $104,651   $ 77,430
_______________________________________________________________________________
</TABLE>

Increases (decreases) to the federal tax provision applicable to
pretax income based on the statutory rate are attributable to:
<TABLE>
<CAPTION>
                                                      1993                 1992                 1991      
                                              Provision    Rate    Provision    Rate    Provision    Rate 
<S>                                           <C>          <C>     <C>          <C>     <C>          <C>
Federal income taxes based on
the statutory rate                            $144,454     35.0%   $107,379     34.0%   $88,219      34.0%
Increases (decreases) are attributable to:
Tax-excluded interest and dividend income      (11,002)    (2.7)     (8,209)    (2.6)    (9,496)     (3.7)
Other, net                                       2,869      0.7       1,443      0.4     (3,638)     (1.4)
Federal income taxes                          $136,321     33.0%   $100,613     31.8%   $75,085      28.9%
</TABLE>

A portion of life insurance company income earned prior to 1984 was
not subject to current taxation but was accumulated, for tax
purposes, in a "policyholders' surplus account."  At Dec. 31, 1993,
the Company had a policyholders' surplus account balance of
$19,032.  The policyholders' surplus account is only taxable if
dividends to the stockholder exceed the stockholder's surplus
account or if the Company is liquidated.  Deferred income taxes of
$6,661 have not been established because no distributions of such
amounts are contemplated.

Significant components of the Company's deferred tax assets and
liabilities as of Dec. 31 are as follows:
<TABLE>
<CAPTION>

Deferred tax assets:                                             1993           1992  
<S>                                                            <C>            <C>
Policy reserves                                                $453,436       $356,712
Life insurance guarantee fund assessment reserve                 35,000         21,794
Total deferred tax assets                                       488,436        378,506
Deferred tax liabilities:                                                             
Deferred policy acquisition costs                               509,868        446,579
Investments                                                      10,105          2,435
Other                                                            12,083         17,405
Total deferred tax liabilities                                  532,056        466,419
Net deferred tax liabilities                                   $ 43,620       $ 87,913
</TABLE>
<PAGE>
PAGE 59
4. Stockholder's equity

Retained earnings available for distribution as dividends to parent
are limited to the Company's surplus as determined in accordance
with accounting practices prescribed by state insurance regulatory
authorities.  Statutory unassigned surplus aggregated $922,246 as
of Dec. 31, 1993 and $685,103 as of Dec. 31, 1992 (see Note 3 with
respect to the income tax effect of certain distributions).  In
addition, any dividend distributions in 1994 in excess of
approximately $259,063 would require approval of the Department of
Commerce of the State of Minnesota.

Statutory net income for 1993, 1992 and 1991 and stockholder's
equity as of Dec. 31, 1993, 1992 and 1991 are summarized as
follows:
<TABLE>
<CAPTION>
                                                  1993         1992          1991
___________________________________________________________________________________
<S>                                           <C>            <C>           <C>
Statutory net income                          $  275,015     $180,296      $200,704
Statutory stockholder's equity                 1,157,022      714,942       551,939
___________________________________________________________________________________
</TABLE>
Dividends paid to IDS were $25,000 in 1993, $20,000 in 1992 and
$20,000 in 1991.

5. Related party transactions

The Company has loaned funds or agreed to loan funds to IDS under
two separate loan agreements.  The balance of the first loan was
$75,000 and $nil at Dec. 31, 1993 and 1992, respectively.  This
loan can be increased to a maximum of $100,000 and pays interest at
a rate equal to the preceding month's effective new money rate for
the Company's permanent investments.  It is collateralized by
equities valued at $96,790 at Dec. 31, 1993.  The second loan was
used to fund the construction of the IDS Operations Center.  This
loan had an outstanding balance of $84,588 and $85,278 at Dec. 31,
1993 and 1992, respectively.  The loan is secured by a first lien
on the IDS Operations Center property and has an interest rate of
9.89 percent.  The Company also has a loan to an affiliate which
was used to fund construction of the IDS Learning Center.  At Dec.
31, 1993 and 1992, the balance outstanding was $22,573 and $22,755,
respectively.  The loan is secured by a first lien on the IDS
Learning Center property and has an interest rate of 9.82 percent.
        
Interest income on the above loans totaled $11,116, $10,711 and
$14,783 in 1993, 1992 and 1991, respectively.
        
The Company purchased a five year secured note from an affiliated
company which had an outstanding balance of $27,222 and $31,111 at
Dec. 31, 1993 and 1992, respectively.  The note bears a market
interest rate, revised semi-annually, which at Dec. 31, 1993 was
8.42 percent.

The Company has a reinsurance agreement whereby it assumed 100
percent of a block of single premium life insurance business from
an affiliated company.  The accompanying consolidated balance sheet
at Dec. 31, 1993 and 1992 includes $759,714 and $746,060,
respectively, of future policy benefits related to this agreement. <PAGE>
PAGE 60
5. Related party transactions (continued)

The accompanying consolidated statement of income includes revenue
from policyholder charges of $21, $109 and $243, and expenses of
$4,931, $5,897 and $6,445 related to this agreement for 1993, 1992
and 1991, respectively. 

The Company has a reinsurance agreement to cede 50 percent of its
long-term care insurance business to an affiliated company. The
accompanying consolidated balance sheet at Dec. 31, 1993 includes
$44,086 of reinsurance receivables related to this agreement. 
Liabilities for future policy benefits were reduced by $27,028 at
Dec. 31, 1992 for the effect of this agreement.  Premiums ceded
amounted to $16,230, $12,499 and $6,365 and reinsurance recovered
from reinsurers amounted to $404, $250 and $187 for the years ended
Dec. 31, 1993, 1992 and 1991, respectively.
        
The Company participates in the retirement plan of IDS which covers
all permanent employees age 21 and over who have met certain
employment requirements.  The benefits are based on the number of
years the employee participates in the plan, their final average
monthly salary, the level of social security benefits the employee
is eligible for and the level of vesting the employee has earned in
the plan.  IDS' policy is to fund retirement plan costs accrued
subject to ERISA and federal income tax considerations.  The
Company's share of the total net periodic pension cost was $nil in
1993, 1992 and 1991.

The Company also participates in defined contribution pension plans
of IDS which cover all employees who have met certain employment
requirements.  Company contributions to the plans are a percent of
either each employee's eligible compensation or basic
contributions.  Costs of these plans charged to operations in 1993,
1992 and 1991 were $2,008, $1,826 and $1,682, respectively.
        
The Company participates in defined benefit health care plans of
IDS that provide health care and life insurance benefits to retired
employees and retired financial planners.  The plans include
participant contributions and service-related eligibility
requirements.  Upon retirement, such employees are considered to
have been employees of IDS.  IDS expenses these benefits and
allocates the expenses to its subsidiaries.  Accordingly, costs of
such benefits to the Company are included in employee compensation
and benefits and cannot be identified on a separate company basis.
        
Charges by IDS for use of joint facilities and other services
aggregated $243,346, $204,675 and $174,500 for 1993, 1992 and 1991,
respectively.  Certain of these costs are included in deferred
policy acquisition costs.  In addition, the Company rents its home
office space from IDS on an annual renewable basis.  Such rentals
aggregated $4,513, $4,074 and $3,469 for 1993, 1992 and 1991,
respectively.

Certain commission and marketing services expenses are allocated to
the Company by its affiliates.  The expenses for 1993, 1992 and
1991 were $127,000, $110,064 and $95,367, respectively.  Certain of
the costs assessed to the Company are included in deferred policy
acquisition costs.
<PAGE>
PAGE 61
6. Commitments and contingencies

At Dec. 31, 1993 and 1992, traditional life insurance and universal
life-type insurance in force aggregated $46,125,515 and
$40,904,345, respectively, of which  $3,038,426 and $2,937,590 were
reinsured at the respective year ends.  The Company also reinsures
a portion of the risks assumed under disability income policies.
Under the agreements, premiums ceded to reinsurers amounted to
$28,276, $24,222 and $16,908 and reinsurance recovered from
reinsurers amounted to $3,345, $6,766 and $6,447 for the years
ended Dec. 31, 1993, 1992 and 1991.
        
Reinsurance contracts do not relieve the Company from its primary
obligation to policyholders.
        
The Company is a defendant in various lawsuits, none of which, in
the opinion of the Company counsel, will result in a material
liability.

The Company received the revenue agent's report for the tax years
1984 through 1986 in February 1992, and has settled on all agreed
audit issues.  The Company will protest the remaining open issues
and, while the outcome of the appeal is not known at this time,
management does not believe there will be any material impact as a
result of this audit. 

7. Lines of credit

The Company has available lines of credit with two banks
aggregating $75,000 at 45 to 80 basis points over the banks' cost
of funds or equal to the prime rate, depending on which line of
credit agreement is used.  Borrowings outstanding under these
agreements were $1,519 and $nil at Dec. 31, 1993 and 1992,
respectively.

8. Segment information

The Company's operations consist of two business segments; first,
individual and group life insurance, disability income, health and
long-term care insurance, and second, annuity products designed for
individuals, pension plans, small businesses and employer-sponsored
groups.  The consolidated statement of income for the years ended
Dec. 31, 1993, 1992 and 1991 and total assets at Dec. 31, 1993,
1992 and 1991 by segment are summarized as follows:
<PAGE>
PAGE 62
8. Segment information (continued)
<TABLE>
<CAPTION>
                                                                      1993            1992          1991
___________________________________________________________________________________________________________
<S>                                                              <C>             <C>           <C>
Net investment income:
Life, disability income, health and long-term care insurance     $   250,224     $   246,676   $    233,828
Annuities                                                          1,532,995       1,370,145      1,189,038
___________________________________________________________________________________________________________
                                                                 $ 1,783,219     $ 1,616,821   $  1,422,866
___________________________________________________________________________________________________________
Premiums and other considerations:                                      
Life, disability income and long-term care insurance             $   281,284     $   250,386   $    220,754
Annuities                                                            143,876         104,952         79,928
___________________________________________________________________________________________________________
                                                                 $   425,160     $   355,338   $    300,682
___________________________________________________________________________________________________________
Income before income taxes:
Life, disability income, health and long-term care insurance     $   104,127     $    96,215    $    90,050 
Annuities                                                            315,336         223,316        175,254 
Net loss on investments                                               (6,737)         (3,710)        (5,837)
___________________________________________________________________________________________________________
                                                                 $   412,726     $   315,821    $   259,467
___________________________________________________________________________________________________________
Total assets:
Life, disability income, health and long-term care insurance     $ 4,810,145     $ 4,093,778    $ 3,670,197
Annuities                                                         28,247,608      23,201,995     18,888,612
___________________________________________________________________________________________________________
                                                                 $33,057,753     $27,295,773    $22,558,809
___________________________________________________________________________________________________________
</TABLE>

Allocations of net investment income and certain general expenses
are based on various assumptions and estimates.
        
Assets are not individually identifiable by segment and have been
allocated principally based on the amount of future policy benefits
by segment.

Capital expenditures and depreciation expense are not material, and
consequently, are not reported.
<PAGE>
PAGE 63
                             PART II.

              INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

      The expenses of the issuance and distribution of the
interests in the Fixed Account of the Contract to be registered,
other than commissions on sales of the Contracts, are to be borne
by the registrant.

Item 14.    Indemnification of Directors and Officers

      Section 300.083 of Minnesota Law provides in part that a
corporation organized under such law shall have power to indemnify
anyone made, or threatened to be made, a party to a threatened,
pending or completed proceeding, whether civil or criminal,
administrative or investigative, because he is or was a director or
officer of the corporation, or served as a director or officer of
another corporation at the request of the corporation. 
Indemnification in such a proceeding may extend to judgments,
penalties, fines and amounts paid in, as well as to reasonable
expenses, including attorneys' fees and disbursements.  In a civil
proceeding, there can be no indemnification under the statute,
unless it appears that the person seeking indemnification has acted
in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation and its
shareholders and unless such person has received no improper
personal benefit; in a criminal proceeding, the person seeking
indemnification must also have no reasonable cause to believe his
conduct was unlawful.

      Article IX of the By-laws of the IDS Life Insurance Company
requires the IDS Life Insurance Company to indemnify directors and
officers to the extent indemnification is permitted as stated by
the preceding paragraph, and contains substantially the same
language as the above-mentioned Section 300.083.

      Article IX, paragraph (2), of the By-laws of the IDS Life
Insurance Company provides as follows:

      "Section 2.  The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party, by reason of
the fact that he is or was a director, officer, employee or agent
of this Corporation, or is or was serving at the direction of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
to any threatened, pending or completed action, suit or proceeding,
wherever brought, to the fullest extent permitted by the laws of
the State of Minnesota, as now existing or hereafter amended,
provided that this Article shall not indemnify or protect any such
director, officer, employee or agent against any liability to the
Corporation or its security holders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, or gross
negligence, in the performance of his duties or by reason of his
reckless disregard of his obligations and duties."

<PAGE>
PAGE 64
      The parent company of IDS Life Insurance Company maintains an
insurance policy which affords liability coverage to directors and
officers of the IDS Life Insurance Company while acting in that
capacity.  IDS Life Insurance Company pays its proportionate share
of the premiums for the policy.

      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

Item 15.    Recent Sales of Unregistered Securities

            None

Item 16.    Exhibits and Financial Statement Schedules

(a)   Exhibits

3.1   Copy of Certificate of Incorporation of IDS Life Insurance
      Company dated July 23, 1957, filed electronically herewith.

3.2   Copy of By-laws of IDS Life Insurance Company, filed
      electronically herewith.

4.1   Form of Group Deferred Variable Annuity Contract, Form 34660,
      filed electronically herewith.

5.    Opinion of Counsel dated Sept. 14, 1992 regarding legality of
      Contracts, filed electronically herewith.

22.   Copy of List of Subsidiaries, filed electronically herewith.

24.   Consent of Independent Auditors, filed electronically
      herewith.

25.   Power of Attorney dated March 31, 1994, is filed
      electronically herewith.

(b)   Financial Statement Schedules.

27.   Report of Independent Auditors dated Feb. 3, 1994. 

<PAGE>
PAGE 65
            Schedule I - Consolidated Summary of Investments Other
                         than Investments in Related Parties
            Schedule V - Supplementary Insurance Information
            Schedule VI - Reinsurance
            Schedule VIII - Valuation and Qualifying Accounts
            Schedule IX - Short-Term Borrowings

            All other schedules to the consolidated financial
            statements required by Article 7 of Regulation S-X are
            not required under the related instructions or are
            inapplicable and, therefore, have been omitted.

Item  17.  Undertakings

Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

      (i)   To include any prospectus required by section 10(a)(3)
            of the Securities Act of 1933;

      (ii)  To reflect in the prospectus any facts or events
            arising after the effective date of the registration
            statement (or the most recent post-effective amendment
            thereof which, individually or in the aggregate,
            represent a fundamental change in the information set
            forth in the registration statement;

      (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the
            registration statement or any material change to such
            information in the registration statement.

      (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

      (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

      (4) That it is relying upon the no-action assurance given to
the American Council of Life Insurance (pub. avail. Nov. 28, 1988). 
Further, Registrant represents that it has complied with the
provisions of paragraphs (1)-(4) of that no-action letter.
<PAGE>
PAGE 66
                            SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, IDS
Life Insurance Company has duly caused this Registration Statement
to be signed on behalf of the Registrant by the undersigned,
thereunto duly authorized in this City of Minneapolis, and State of
Minnesota on the 5th day of April, 1994.

                                       IDS Life Insurance Company  
                                             (Registrant)

                                    By IDS Life Insurance Company  

                                    By /s/ James A. Mitchell        
                                           James A. Mitchell

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities indicated on the 5th day of April, 1994.

Signature                             Title

/s/ James A. Mitchell*                Chairman of the Board
    James A. Mitchell                 and Chief Executive
                                      Officer

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

/s/ Louis C. Fornetti*                Director
    Louis C. Fornetti

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

/s/ Paul F. Kolkman*                  Director and Executive Vice
    Paul F. Kolkman                   President

/s/ Peter A. Lefferts*                Director and Executive Vice
    Peter A. Lefferts                 President, Marketing

/s/ Janis E. Miller*                  Director and Executive Vice
    Janis E. Miller                   President, Variable Assets

/s/ Barry J. Murphy*                  Director and Executive Vice
    Barry J. Murphy                   President, Client Service

<PAGE>
PAGE 67
/s/ Stuart A. Sedlacek*               Director and Executive Vice
    Stuart A. Sedlacek                President, Assured Assets

/s/ Melinda S. Urion*                 Director, Exective Vice
    Melinda S. Urion                  President and Controller


* Signed pursuant to Power of Attorney dated March 31, 1994, filed
electronically herewith.



_____________________________
Mary Ellyn Minenko
<PAGE>

<PAGE>
PAGE 1
EXHIBIT INDEX

3.1     Copy of Certificate of Incorporation of IDS Life Insurance
        Company dated July 23, 1957.

3.2     Copy of By-laws of IDS Life Insurance Company.

4.1     Form of Group Deferred Variable Annuity Contract (34660).

5       Opinion of Counsel dated Sept. 14, 1992 regarding legality
        of Contracts.

22      Copy of List of Subsidiaries.

24      Consent of Independent Auditors.

25      Power of Attorney dated March 31, 1994.

27      Financial Statement Schedules and Report of Independent
        Auditors.


<PAGE>
PAGE 1
                   CERTIFICATE OF INCORPORATION
                                OF
                    IDS LIFE INSURANCE COMPANY

      We, the undersigned, for the purpose of forming an insurance
corporation under and pursuant to the provisions of the Minnesota
Statutes, Chapter 300 relating thereto, and of any amendments
thereof, do hereby associate ourselves as a body corporate and do
hereby adopt the following Articles of Incorporation:

                             ARTICLE I

      The name of this Corporation shall be IDS Life Insurance
Company.

                            ARTICLE II

      The purposes of and general nature of its business shall be:

      (a)   To engage in the general business of a life insurance
            company, and to effect all forms, types, variations and
            combinations of life insurance, endowment or annuity
            contracts or policies, on a group or individual basis,
            for the payment of money in a single sum or in
            installments upon the contingencies of death,
            disability or survivorship.  To provide in such
            policies or contracts supplemental thereto, for
            additional benefits in the event of the death of the
            insured by accidental means, total and permenent [sic]
            disability of the insured, or specific dismemberment or
            disablement suffered by the insured.

      (b)   To engage in the general business of an accident and
            health insurance company, for the purpose of effecting
            insurance against loss or damage by the sickness,
            bodily injury or death by accident of the assured or
            his dependents, on a group or individual basis; to
            effect all forms, types, variations and combinations of
            policies or contracts of insurance providing for
            indemnities in the event of death, sickness or
            disability.

      (c)   To effect contracts of reinsurance or co-insurance of
            any individual or group risk underwritten by this
            Corporation, to reinsure risks of this Corporation or
            any part thereof with any other company or to reinsure
            the whole of or any portion of the risks of any other
            company.

      (d)   To effect all other contracts of insurance authorized
            by clauses (4) and (5)(a) of subdivision 1 of Section
            60.29 of Minnesota Statutes.

      (e)   To have one or more offices and to conduct business in
            this state or elsewhere.

<PAGE>
PAGE 2
      (f)   To acquire, hold and dispose of shares of stock, notes,
            bonds or other evidences of indebtedness or securities
            of any other corporation or corporations.

      (g)   To transact all business and to do all other things
            necessary or incidental to the foregoing purposes.

                            ARTICLE III

      The duration of this Corporation shall be perpetual.

                            ARTICLE IV

      The principal place of transacting the business of this
Corporation shall be the City of Minneapolis, State of Minnesota.

                             ARTICLE V
2/9/72
10/18/85
      The capital stock of this Corporation shall consist of One
Hundred Thousand (100,000) shares of stock with a par value of
Thirty Dollars ($30.00) per share.  The amount of stated capital of
this Corporation shall be Three Million Dollars ($3,000,000).

                            ARTICLE VI

      (1)   The general management of this Corporation shall be
vested in a Board of Directors.

      (2)   The names and post office addresses of the members of
the first Board of Directors are respectively as follows:

            Joseph M. Fitzsimmons       800 Investors Building
                                        Minneapolis 2, Minnesota

            John W. McCartin            800 Investors Building
                                        Minneapolis 2, Minnesota

            Virgil C. Sullivan          800 Investors Building
                                        Minneapolis 2, Minnesota

            A. Edward Archibald         800 Investors Building
                                        Minneapolis 2, Minnesota

            Harold E. Miller, M.D.      1531 Medical Arts Building
                                        Minneapolis 2, Minnesota

      Said named Directors shall serve as such until the first
annual meeting of the shareholders of the Corporation and until
their successors have been duly elected and qualified.

                            ARTICLE VII

      The first Board of Directors of this Corporation shall have
full power and authority to make and adopt By-Laws for the
government of this Corporation and its affairs as they may deem
advisable or necessary and as shall not be inconsistent with the 
<PAGE>
PAGE 3
provisions of these Articles.  The By-Laws may be amended or
altered by the shareholders at any regular or special meeting
called therefor.

                           ARTICLE VIII

      These Articles of Incorporation may be amended by the
affirmative vote of the holders of a majority of the voting power
of the capital stock.

                            ARTICLE IX

      The first meeting of the Corporation shall be a meeting of
the Incorporators and Subscribers to the capital stock of the
Corporation.  Three days' written notice of such meeting shall be
given unless there is a written Waiver of Notice.

                             ARTICLE X

      The names and post office addresses of the Incorporators are
as follows:

            Lloyd J. Muehlberg          800 Investors Building
                                        Minneapolis 2, Minnesota

            Joseph F. Grinnell          800 Investors Building
                                        Minneapolis 2, Minnesota

            Edward M. Burke             800 Investors Building
                                        Minneapolis 2, Minnesota

IN TESTIMONY WHEREOF we have set our hands this 23rd day of July,
1957.

IN PRESENCE OF:                              Lloyd J. Muehlberg    

     M. Gould                                Joseph F. Grinnell    

     D. Fairchild                            Edward M. Burke       



State of Minnesota  )
                    ) SS.
County of Hennepin  )

      On this 23rd day of July, 1957, before me, a Notary Public,
personally appeared Lloyd J. Muehlberg, Joseph F. Grinnell, and
Edward M. Burke, to me known to be the persons named in and who
executed the foregoing instrument, and they acknowledged to me that
they executed the same as their free act and deed and for the uses
and purposes therein expressed.

     (Notarial seal)                      Helen M. Bochnak     
                                          Helen M. Bochnak
                              Notary Public, Hennepin County, Minn.
                               My Commission Expired Nov. 12, 1958
<PAGE>
PAGE 4
               APPROVAL OF COMMISSIONER OF INSURANCE

      The foregoing Certificate of Incorporation of Investors
Syndicate Life Insurance and Annuity Company is hereby approved
this 24th day of July, 1957.


                                             Cyril C. Sheehan      
                                        Commissioner of Insurance
                                           State of Minnesota
                                                           J.O.M.


<PAGE>
PAGE 1
                        AMENDED BY-LAWS OF
                    IDS LIFE INSURANCE COMPANY


                             ARTICLE I

                              OFFICES

      Section 1.  The principal place of transacting the business
of this Corporation shall be in the City of Minneapolis, State of
Minnesota.

      Section 2.  The Corporation may also have offices at such
other places, within or without the State, as the Board of
Directors may from time to time determine or the business of the
Corporation may require.

                            ARTICLE II

                      STOCKHOLDERS' MEETINGS

      Section 1.  All meetings of stockholders for the election of
Directors shall be held at the principal office of the Corporation
in the City of Minneapolis, Minnesota.  Meetings of stockholders
for any other purpose may be held at such place, within or without
the State of Minnesota, and at such time as may be designated in
the call and notice thereof.

      Section 2.  The annual meeting of stockholders for the
election of Directors and the transaction of such other business as
may properly come before the meeting shall be held on the Wednesday
following the first Tuesday on or after the nineteenth day of April
in each year, at 10:30 o'clock A.M.  Election of Directors shall be
by plurality vote.

      Section 3.  In the event the stockholders shall fail to hold
an annual meeting at the time specified therefor in Section 2 of
this Article, or the Directors are not elected thereat, Directors
may be elected at a special meeting held for that purpose upon call
and notice as hereinafter provided for a special meeting of
stockholders.

      Section 4.  Special meetings of stockholders may be called
for any purpose or purposes at any time by the President, the
Secretary, the Board of Directors, any two or more members of the
Board of Directors or in the manner hereinafter provided by one or
more stockholders holding not less than one-tenth of the issued and
outstanding stock entitled to vote.  Upon request in writing by
registered mail or delivered in person to the President, any Vice
President, or Secretary, by any person or persons entitled to call
a meeting of stockholders, such officer shall forthwith cause
notice to be given to the stockholders entitled to vote at a
special meeting of stockholders to be held at such time and place
as such officer shall fix, not less than ten pr more than sixty
days after the receipt of such request.  Any such request shall
state the purpose or purposes of the proposed meeting.

<PAGE>
PAGE 2
      Section 5.  Written notice of each meeting of stockholders,
stating the time and place, and in case of a special meeting the
purpose thereof, shall be served upon or mailed to each stockholder
of record entitled to vote thereat at such address as appears on
the stock register of the Corporation, at least ten days before
such meeting.

      Section 6.  Notice of the time, place and purpose of any
meeting of shareholders, whether required by statute, by the
Articles of Incorporation or by these By-Laws, may be waived in
writing by any stockholder.  Such waiver may be given before or
after the meeting, and shall be filed with the Secretary or entered
upon the records of the meeting.

      Section 7.  Business transacted at all special meetings shall
be confined to the objects stated in the call.

      Section 8.  The presence, at any meeting of stockholders, in
person or by proxy of the holders of a majority of the stock
entitled to vote thereat shall constitute a quorum for the
transaction of business, except as otherwise provided by statute. 
If, however, a quorum shall not be present at any meeting of the
stockholders, the stockholders present in person or by proxy shall
have power to adjourn the meeting from time to time, until a quorum
shall be present.  If any meeting of stockholders be adjourned to
another time or place, whether for lack of quorum or otherwise, no
notice as to such adjourned meeting need be given other than by an
announcement, giving the time and place thereof, at the meeting at
which the adjournment is taken.  At such adjourned meeting at which
a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally noticed. 
The stockholders present at a duly called or held meeting at which
a quorum is present may continue to transact business until final
adjournment, notwithstanding the withdrawal of enough stockholders
to leave less than a quorum.

      Section 9.  At each meeting of the stockholders, every
stockholder of record at the date fixed by the Board of Directors
as the record date for the determination of the persons entitled to
vote at a meeting of stockholders, or, of not date has been fixed,
then at the date of the meeting, shall be entitled at such meeting
to one vote for each share having voting power standing in his name
on the books of the Corporation.  A stockholder may cast his vote
or votes in person or by proxy.  The appointment of a proxy shall
be in writing filed with the Secretary at or before the meeting.

                            ARTICLE III

                        BOARD OF DIRECTORS

      Section 1.  The number of directors which shall constitute
the whole Board shall not be less than three nor more than
fourteen, as the stockholders may from time to time determine.  The
President of the Corporation shall be a Director.  Directors shall
be elected at the annual meeting of the stockholders of the
Corporation, except that if the number of directors is increased at
any time other than at an annual meeting of stockholders, an 
<PAGE>
PAGE 3
additional Director or Directors to fill the places on the Board
created by any such increase may be elected at a special meeting of
stockholders called for that purpose.  Each Director shall be
elected to serve until the next annual meeting of the stockholders
and until his successor shall be elected and shall quality.

      Section 2.  Vacancies in the Board of Directors, not to
exceed one-third of the members of the Board in any one year, shall
be filled by the remaining members of the Board, though less than a
quorum, and each person so elected shall be a Director until his
successor is elected by the stockholders who may make such election
at their next annual meeting or at any special meeting called for
that purpose.  A vacancy in the Board of Directors, which cannot be
filled by the remaining members of the Board, shall be filled by
the stockholders at any special meeting called for that purpose.

      Section 3.  The Board of Directors shall have the general
management, control and supervision of all business and affairs of
the Corporation, and shall fix and change, as it may from time to
time determine, by majority vote, the compensation to be paid
Directors, officers and agents of the Corporation, and do all such
lawful acts and things as are not by statue [sic] or by the
Articles of Incorporation or by the By-Laws directed or required to
be exercised or done by the stockholders.

                            ARTICLE IV

                        EXECUTIVE COMMITTEE

      Section 1.  The Board of Directors may, by affirmative action
of the entire Board, designate two or more of their number, one of
which shall be the President, to constitute an Executive Committee,
which, to the extent determined by affirmative action of the entire
Board, shall have and exercise the authority of the Board in the
management of the business or the Corporation.  Any such Executive
Committee shall act only in the interval between meetings of the
Board, and shall be subject at all times to the control and
direction of the Board.  The Executive Committee shall keep regular
minutes of its proceedings and report the same to the Board.

                             ARTICLE V

                MEETINGS OF THE BOARD OF DIRECTORS

      Section 1.  The annual meeting of the Board of Directors of
the Corporation shall be held at its principal office in the City
of Minneapolis, Minnesota, as soon as practicable after the final
adjournment of the annual meeting of the stockholders in each year,
and no notice of such meeting shall be necessary to the newly
elected Directors in order to legally constitute the meeting
provided a quorum shall be present; except, however, that such
meeting may be held at such other place, whether in this state or
elsewhere, as a majority of the Board of Directors may have
previously determined.

<PAGE>
PAGE 4
      Section 2.  Regular meetings of the Board of Directors may be
held without notice at such time and place either within or without
the State of Minnesota, as shall from time to time have been
previously determined by the Board.

      Section 3.  Special meetings of the Board may be called by
the President on two days notice to each Director, either
personally or by mail or telegram; special meetings shall be called
by the President or Secretary in like manner and on like notice on
the written request of two Directors.  Any Directors may, in
writing, either before or after the meeting, waive notice thereof;
and, without notice, any Director by his attendance at and
participation in the action taken at the meeting shall be deemed to
have waived notice.

      Section 4.  At all meetings of the Board of Directors, a
majority of the Directors shall be necessary and sufficient to
constitute a quorum for the transaction of business; and the acts
of a majority of the Directors present at a meeting at which a
quorum is present shall be the acts of the Board of Directors.  If
a quorum shall not be present at any meeting of Directors, the
Directors present thereat may adjourn the meeting from time to
time, until a quorum shall be present.  No notice of an adjourned
meeting, whether for lack of quorum or otherwise, need be given
other than by announcement, giving the time and place thereof, at
the meeting at which the adjournment is taken.

      Section 5.  Any action, which might be taken at a meeting of
the Board of Directors, may be taken without a meeting if done in
writing signed by all of the Directors.

                            ARTICLE VI

                              NOTICES

      Section 1.  Whenever under the provisions of statutes or of
the Articles of Incorporation or of the By-Laws, notice is required
to be given to any Directors or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in
writing by depositing the same in a post office or letter box, in a
postpaid sealed wrapper, addressed to such Director or stockholder
at such address as appears on the stock register or books of this
Corporation, or, in default of address appearing in the stock
register of the Corporation or any known address, to such Director
or stockholder at the Main Post Office in the City of Minneapolis,
Minnesota, and such notice shall be deemed to be given at the time
when the same shall thus be mailed.

                            ARTICLE VII

                             OFFICERS

      Section 1.  The officers of the Corporation shall be a
Chairman of the Board, a President, one or more Vice Presidents
(the number thereof to be determined by the Board of Directors), a
Treasurer, a Secretary, a Medical Director, and such Assistant
Treasurers, Assistant Secretaries, and such other officers as the 
<PAGE>
PAGE 5
Board of Directors may deem necessary.  All officers of the
Corporation shall exercise such powers and perform such duties and
shall be set forth in these By-Laws and as shall be determined from
time to time by the Board of Directors or by the President.  Any
two of the offices, except those of President and Vice President,
Treasurer and Assistant Treasurer, and Secretary and Assistant
Secretary may be held by the same person.

      Section 2.  The Board of Directors, at its annual meeting,
shall elect a Chairman of the Board, a President, a Secretary, a
Treasurer, a Medical Director and such Executive Vice Presidents or
Senior Vice Presidents as the Board shall determine.  Only the
Chairman of the Board and the President need be a member of the
Board.  The President, or his designee, may appoint any other
officers permitted by Section 1 of this Article.

      Section 3.  The officers of the Corporation shall, except in
the event of death, resignation, or removal by the Board of
Directors, hold office until their successors are chosen and
quality in their stead.  Any officer elected by the Board of
Directors may be removed at any time by the Board of Directors with
or without cause; such removal, however, shall be without prejudice
to the contract rights, if any, of the person so removed.  When a
vacancy for any reason occurs among the officers, the Board of
Directors shall have the power to elect a successor to fill such
vacancy for the unexpired term.

      Section 4.  Chairman of the Board.  The Chairman of the Board
shall preside at all meetings of the stockholders and of the Board
of Directors, and will perform such other duties as are assigned to
him by the Board of Directors.

      Section 5.  President.  The President shall be the chief
executive officer of the Corporation. He shall have general and
active supervision and direction over the business affairs of the
Corporation and over its several officers, subject to the control
of the Board of Directors whose policies he shall execute.  He
shall see that all lawful orders and resolutions of the Board of
Directors and of the Executive Committee are carried into effect
and he shall make or cause to be made timely and appropriate
reports to the Board of Directors of all matters which in the
interest of the Corporation are required to be brought to their
notice.  He shall be a member of the Executive Committee and shall
preside at its meetings and he shall ex officio be a member of all
standing committees or other committees as may be from time to time
constituted or appointed by the Board of Directors.

      Section 6.  Secretary.  The Secretary shall attend all
meetings of the Board of Directors and of the stockholders and
record their proceedings in a book to be kept for that purpose, and
shall perform like duties for the Executive Committee when
required.  In case the Secretary shall be absent from any meeting,
the Chairman of the meeting may appoint a temporary secretary to
act at such meeting.  The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special
meetings of the Board of Directors.  He shall have the custody of
the stock register, minute books and the seal of the Corporation, 
<PAGE>
PAGE 6
and shall make such reports and perform such other duties as are
incident to this office or are properly required of him by the
Board of Directors.

      Section 7.  Treasurer.  The Treasurer, unless otherwise
ordered by the Board of Directors, shall have the custody of all
the funds and securities of the Corporation, and shall deposit all
monies and valuables in the name of and to the credit of the
Corporation in such banks or depositories as the Board of Directors
may designate, and shall keep regular books of account, and shall
have custody of the books and records incident to his office and
such as the Board of Directors may direct, and he shall have such
other powers and shall perform such other duties as are incident to
his office or which are properly required of him by the Board of
Directors.

      Section 8.  Medical Director.  The Medical Director shall,
under the direction of the Board of Directors, appoint all medical
examiners for this Corporation and shall have such other powers and
shall perform such other duties as are incident to his office or
which are properly required of him by the Board of Directors.  In
his absence or inability to act, an assistant, designated by the
Executive Committee, may act for and in his stead.

      Section 9.  The powers and duties of all other officers shall
be such as are usual in like corporations under the direction and
control of the Board of Directors.

                           ARTICLE VIII

                     CLOSING OF TRANSFER BOOKS
                     AND FIXING OF RECORD DATE

      Section 1.  The Board of Directors may fix a time, not less
than twenty nor more than forty days preceding the date of any
meeting of stockholders, as a record date for the determination of
the stockholders entitled to notice of any to vote at such meeting,
and in such case by stockholders of record on the date so fixed, or
their legal representatives, shall be entitled to notice of and to
vote at such meeting, notwithstanding any transfer of any shares on
the books of the Corporation after any record date so fixed.  The
Board of Directors may close the books of the Corporation against
transfers of shares during the whole or any part of such period.

      Section 2.  The Board of Directors may fix a time not
exceeding forty days preceding the date fixed for the payment of
any dividend or distribution, or the date for the allotment of
rights, or, subject to contract rights with respect thereto, the
date when any change or conversion or exchange of shares shall be
made or go into effect, as a record date for the determination of
the stockholders entitled to receive payment of any such dividend,
distribution or allotment of rights or to exercise rights in
respect to any such change, conversion or exchange of shares, and
in such case only stockholders of record on the date so fixed shall
be entitled to receive payment of such dividend, distribution or
allotment of rights or to exercise such rights of change,
conversion or exchange of shares, as the case may be, 
<PAGE>
PAGE 7
notwithstanding any transfer of any shares on the books of the
Corporation after any record date fixed as aforesaid.  The Board of
Directors may close the books of the Corporation against the
transfer of shares during the whole or any part of such period.

                            ARTICLE IX

                           MISCELLANEOUS

      Section 1.  The Corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in
fact thereof, and, accordingly, shall not be found to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, except as expressly provided by the laws of the
State of Minnesota.

      Section 2.  The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party, by reason of
the fact that he is or was a Manager of Variable Annuity Funds A
and B, director, officer, employee or agent of this Corporation, or
is or was serving at the direction of the Corporation as a Manager
of Variable Annuity Finds A and B, director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, to any threatened, pending or completed action,
suit or proceeding, wherever brought, to the fullest extent
permitted by the laws of the State of Minnesota, as now existing or
hereafter amended, provided that this Article shall not indemnify
or protect any such Manager of Variable Annuity Funds A and B,
director, officer, employee or agent against any liability to the
Corporation or its security holders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, or gross
negligence, in the performance of his duties or by reason of his
reckless disregard of his obligations and duties.

                             ARTICLE X

                      LOST STOCK CERTIFICATES

      Section 1.  The Board of Directors may direct a new
certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation
alleged to have been destroyed or lost upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost or destroyed, and the Board of Directors, when
authorizing such issue of a new certificate or certificates, may,
in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in
such manner as it shall require and/or give the Corporation a bond
in such sum as it may direct, to indemnify the Corporation against
any claim arising from the issues of such new certificate.

<PAGE>
PAGE 8
                            ARTICLE XI

                POLICIES, CONTRACTS AND CONVEYANCES

      Section 1.  Subject to the provisions of Section 2 of the
Article, the President or any Vice President may with the Secretary
or any Assistant Secretary, sign, cause the corporate seal to be
affixed thereto when necessary, acknowledge and deliver all
conveyances, contracts, deeds, notes, mortgages, satisfactions,
leases, assignments, licenses, transfers, powers of attorney,
certificates for shares of stock, and all other similar and
dissimilar instruments.

The Board of Directors may by resolution authorize any officer or
officers alone or with another officer or officers, to sign, or
counter-sign, cause the corporate seal to be affixed thereto when
necessary, acknowledge and deliver any written instrument, or class
of written instruments, for and on behalf of this Corporation.

      Section 2.  All insurance, annuity or endowment policies or
contracts issued by this Corporation and all reinsurance agreements
of this Corporation shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary.  The
signature of any of said officers, on the foregoing or any other
instrument may be a facsimile signature, if the same is
countersigned by an officer or employee duly authorized by the
Board of Directors or Executive Committee of this Corporation to
counter-sign the same.

      Section 3.  All checks, demands for money, and notes of the
Corporation shall be signed by such officer or officers or such
other person or persons as may from time to time be authorized by
the Board of Directors.

                            ARTICLE XII

                       AMENDMENTS OF BY-LAWS

      Section 1.  These By-Laws may be altered at any regular
meeting of the stockholders, or at any special meeting of the
stockholders at which a quorum is present or represented, provided
notice of the proposed alternation is contained in the notice of
such meeting, by the affirmative vote of the holders of a majority
of the shares issued and outstanding and entitled to vote at such
meeting and present or represented thereat.


<PAGE>
PAGE 1
IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota

GROUP DEFERRED VARIABLE ANNUITY CONTRACT

GROUP DEFERRED VARIABLE ANNUITY - UNALLOCATED - NONPARTICIPATING
OPTIONAL FIXED DOLLAR OR VARIABLE ACCUMULATION VALUES
FIXED DOLLAR ANNUITY PAYMENTS

IDS Life Insurance Company, herein called the Company, agrees to
pay the benefits herein provided in accordance with and subject to
the provisions of this Contract.

This Contract is issued in consideration of the application
therefor and of payment of purchase payments as provided herein.

The provisions set forth on the following pages are part of this
Contract.

EXECUTED by the Company at its Home Office in Minneapolis,
Minnesota as of the Contract Date.

President

/s/ James A. Mitchell

Secretary

/s/ William A. Stoltzmann

ACCUMULATION VALUES, WHEN BASED ON THE INVESTMENT RESULTS OF THE
VARIABLE ACCOUNTS, ARE VARIABLE AND NOT GUARANTEED AS TO FIXED
DOLLAR AMOUNT.

FIXED DOLLAR ACCOUNT VALUES MAY BE SUBJECT TO MARKET VALUE
ADJUSTMENT AT CONTRACT TERMINATION.
<PAGE>
PAGE 2
                   GUIDE TO CONTRACT PROVISIONS

DEFINITIONS                   Important words and meanings/Page 5

GENERAL PROVISIONS            Entire contract:  Incontestability;
                              Reliance on Information;
                              Misstatement/Modification; Prohibited
                              Invesments; Currency/Page 6

                              Proof of Condition or Event;
                              Ownership; Limitation of Payment;
                              Facility of Payment; Disclaimer of
                              Responsibility; Assignment -
                              Protection of Proceeds;
                              Nonparticipating; Changes in Plan/
                              Page 7

                              Notices and Directions; Not
                              Transferable; Payments by Company;
                              Ownership and Control of Assets;
                              State Laws; Voting Rights; Periodic
                              Reports; Beneficiary/Page 8

PURCHASE PAYMENTS             Payments; Purchase Payment
                              Allocation/Page 9

CONTRACT VALUES               Describes the fixed and variable
                              account contract values; Interest to
                              be credited; Contract administrative
                              charge; Premium taxes, Transfers of
                              contract values/Page 10

FIXED AND VARIABLE ACCOUNTS   Describes the variable accounts,
                              accumulation units and values; Net
                              investment factor; Mortality and
                              expense risk charge/Page 11

WITHDRAWALS                   Withdrawals; Withdrawal Charge; Rules
                              for Withdrawals/Page 12

CONTRACT TRANSFER,            Withdrawals for Contract Owner
TERMINATION                   Transfer of Funds; Market Value
                              Adjustment/Page 14

ANNUITY SETTLEMENT            Withdrawals for Annuity Purchases/
PROVISIONS                    Page 16 Annuity Purchase Rates/Page
                              17
<PAGE>
PAGE 3
                           CONTRACT DATA

Contract Owner/Plan Sponsor:     ABC Company

Trustee:                         XYZ Bank and Trust Company

Plan Name:                       ABC Company 401(k) Plan

Contract Number:                 9310-1234567

Contract Effective Date:         May 1, 1992

Accounts Initially Available for Investment:

     Variable Account            Mutual Fund

            F                    IDS Life Capital Resource Fund
            G                    IDS Life Special Income Fund
            H                    IDS Life Moneyshare Fund
            N                    IDS Life Managed Fund
            IZ                   IDS Life International Equity Fund
            JZ                   IDS Life Aggressive Growth Fund

     Fixed Account

     Guaranteed Interest Rate:   4% per year compounded annually

Contract Administrative Charge:     $125 deducted from the contract
                                    value on a quarterly basis each
                                    contract year.  This charge may
                                    be increased as described in
                                    page 10.

Withdrawal charge:                  A withdrawal charge as
                                    described on page 12 may apply
                                    to certain withdrawals.
<PAGE>
PAGE 4
                            DEFINITIONS

The following words are used often in this Contract.  With respect
to this Contract, the words have these meanings:

Variable Accounts

Those assets of the Company in segregated investment accounts
established by the Company under Minnesota law to provide variable
benefits.  Each Variable Account invests in shares of a specific
Mutual Fund.

Fixed Account

All assets of the Company other than those in any separate account.

Accumulation Period

The period before the Annuity Commencement Date with respect to and
during the lifetime of a Participant.

Accumulation Unit

A unit of measure used in the calculation of the value of the
Variable Accounts during the accumulation period.

Annuitant

A Participant or other person for whom annuity benefit payments are
provided under the contract.

Application

The document signed by the Owner that serves as the Owner's
application to the Company for the Contract.

Contract Anniversary

An anniversary of the effective date of this Contract.

Contract Year

Any period of one year commencing with the effective date of this
Contract or with any Contract Anniversary.

Owner

The trustee of the Plan.

Participant

An eligible employee or other person who is entitled to benefits
under the Plan as determined and reported to the Company by the
Owner.

<PAGE>
PAGE 5
                            DEFINITIONS
                            (Continued)

Plan

The retirement plan under which the Contract is issued and which
meets the requirements of Sections 401 and 457 of the Internal
Revenue Code of 1986, as amended ("Code") and employer-sponsored
tax sheltered annuity plans which meet the requirements of Code
Section 403(b).

Purchase Payment (Payment)

An amount paid to the Company as consideration for the benefits
provided by the Contract.

Receipt

Receipt by the Company at its Home Office Mailing Address shown on
the cover of this Contract.

Valuation Date

A Valuation Date is each day the New York Stock Exchange is open
for trading.

Valuation Period

A Valuation Period is the interval of time commencing at the close
of business on each Valuation Date and ending at the close of
business on the next Valuation Date.  Close of Business is normally
3:00 p.m. Central Time.

Written request

A request in writing signed by the Owner delivered to the Company's
Home Office.
<PAGE>
PAGE 6
                        GENERAL PROVISIONS

Entire Contract

This Contract is issued in consideration of the application and the
payment of the first Purchase Payment.  The entire Contract
consists of this Contract form, the Application of the Owner, a
copy of which is attached hereto and made part hereof, and any
endorsements issued in conjunction with this Contract.  The Company
is not a party to nor bound by the Plan or any other document or
agreement issued in connection with such Plan.

No one except one of the Company's Corporate officers (President,
Vice President, Secretary, or Assistant Secretary) can change or
waive any of the Company's requirements under this Contract.  That
person must do so in writing.  No representative or other person
has the authority to change or waive any of the Company's rights or
requirements under this Contract.  All statements made by the Owner
or on behalf of a Participant are, in the absence of fraud,
considered representations and not warranties, and no such
statement will void the Contract unless it is contained in a
written Application.

Incontestable

The Contract is incontestable from the date of issue.

Reliance on Information

The Company is not a party to the Plan, and its obligations and
liabilities are limited to those arising from this Contract.  In
any transaction under the Contract, the Company may rely
exclusively on the information furnished by the Owner, any person
authorized by the Owner, or any person with authority to act under
the Plan.  The Company reserves the right to inquire into the
accuracy and completeness of any such information and to inspect
the relevant records of the Owner.  However, the Company is under
no obligation to make any such inquiry or inspection and will be
fully protected in any transaction made under the Contract in
reliance upon information furnished by the Owner, any person
authorized by the Owner, or any person with authority to act under
the Plan.

Misstatement

If the birthday or any other relevant fact relating to any
Participant or person receiving annuity payments is found to be
misstated,. the amount of the annuity payments will be such as
would have been provided on the basis of the correct information,
without changing the Annuity Commencement Date, unless other
adjustment satisfactory to the Owner and the Company is made.  Any
adjustment made in accordance with this Section shall be conclusive
upon any person affected thereby.  The dollar amount of any
overpayment made by the Company shall be deducted from the next
payment or payments due.

<PAGE>
PAGE 7
                        GENERAL PROVISIONS
                            (Continued)

Modification
Upon notice to the Owner, the Contract may be modified by the
Company, but only if such modification:

(i)   is necessary to make the Contract or any Variable Account
      comply with any law or regulation issued by a governmental
      agency to which the Company or the Variable Account is
      subject; or,

(ii)  is necessary to assure continued qualification of the
      Contract under the Code or other federal or state laws
      relating to retirement annuities or annuity contracts; or

(iii) is necessary to reflect a change in any Variable Account; or

(iv)  provides additional Variable Account and/or Fixed Account
      accumulation options.  In the event of any such modification,
      the Company may make appropriate endorsement in this Contract
      to reflect the modification.

Prohibited Investments

While this Contract is in force, and prior to any withdrawal or
contract termination, the Owner agrees that it will not offer under
the Plan as a funding vehicle accepting future contributions any of
the following:

a.    Guaranteed Investment Contracts; or
b.    Bank Investment Contracts; or
c.    Annuity contracts with fixed and/or variable accounts; or
d.    Funding vehicles providing a guarantee of principal.

Currency

All sums payable to the Company under this Contract shall be
payable in the lawful currency of the United States of America, to
the Company at its Home Office or to its authorized agent.

Proof of Survival and Age

Where any payments under this Contract depend on the recipient
being alive and/or being a certain age on a given date, the Company
may require proof satisfactory to it that such a condition has been
met prior to making the payment.

Ownership

The Contract Owner is the Owner of this Contract and has all rights
of ownership unless otherwise provided herein.

<PAGE>
PAGE 8
                        GENERAL PROVISIONS
                            (Continued)

Limitation of Payment

If the monthly installment payable under any benefit is less than
$20, the Company may change the frequency of payment or pay the
actuarial value of the benefit to the payee in a single sum.  If
payment is made in a lump sum, such payment will be in full
settlement of all liability of the Company to the payee for the
benefit.

Facility of Payment

If any payee under this Contract is a minor or is, in the judgment
of the Company, otherwise legally incompetent or incapable of
executing a valid receipt and discharge for any payment due him or
her under this Contract, the Company may, unless and until a claim
has been made by a duly appointed guardian of such payee, make such
payment, or any part of it to any person or institution then in the
judgment of the Company contributing toward, or providing for, the
care and maintenance of such payee.  Any such payment shall
completely discharge the liability of the Company with respect to
the amount so paid, and the Company will not be obligated to see to
the application of the money so paid.

Disclaimer of Responsibility

The Company is not responsible for the sufficiency of the funds
under the Contract to provide the benefits specified in the Plan. 
The Company has no liability except as provided in the Contract.

Assignment - Protection of Proceeds

No assignment of the Contract or of any payment or privilege herein
will be valid, except that this Contract may, with the consent of
the Company, be assigned to a successor trustee of the Plan.  No
assignment of the Contract will be binding upon the Company unless
it is in writing and filed at the Company's Home Office.  The
Company assumes no responsibility for the validity of any
assignment.  To the extent allowed by law, payments under this
Contract are not subject to the claims of creditors or to legal
process.

Nonparticipating

The Contract will not participate in the profits or surplus of the
Company.

Changes in Plan

The Company may request evidence satisfactory to it that the Plan
meets the requirements of qualification under Section 401 of the
Code.  The Owner agrees to notify the Company immediately if, at
any time, the Plan fails to meet the requirements of that Section
of the Code.
<PAGE>
PAGE 9
                        GENERAL PROVISIONS
                            (Continued)

Notices and Directions

Unless the Company agrees otherwise, it will not be bound by any
authorization, direction, election, or notice which is not given in
writing and received at its Home Office.  Any notice to be given to
the Owner by the Company will be in writing and addressed to the
Owner at the address shown on the Company's records.

Not Transferable

No benefit pr privilege under this Contract may be sold, assigned,
discounted, or pledged as collateral for a loan or as security for
the performance of an obligation or for any other purpose, to any
person other than the Company.

Payments by Company

All sums payable by the Company are payable at its Home Office. 
Any withdrawal or distribution based on the variable accumulation
value shall be payable only from the Variable Accounts.  Any
withdrawal or distribution based on the fixed account value shall
be payable only from the Fixed Account.

Ownership and Control of Assets

The Company shall have exclusive and absolute ownership and control
of its assets, including all assets in the Variable Accounts, and
shall meet the requirements of any applicable State law.  That
portion of the assets of the Variable Accounts equal to reserves
and other contract liabilities with respect to the Variable Account
shall be held and applied exclusively for the benefit of the Owner
of and Participants in contracts based upon the Variable Accounts.

State Laws

This Contract shall be construed according to the laws of the
jurisdiction of delivery.

Voting Rights

The Company will vote mutual fund shares held by the Variable
Accounts at meetings of shareholders of the fund(s), but will
follow voting instructions received at least one day prior to each
such meeting from persons having the right to give voting
instructions.  Such voting rights will be given to the Owner in a
manner required by the Investment Company Act of 1940, as amended. 
Notice will be given to each Owner who may be entitled to vote on
any matter.  Such notice will specify the matters upon which an
Owner may be entitled to vote and the method of determining the
number of votes which may be cast at any such meeting.  If those
having the right to vote do not provide voting instructions, the
Company will vote those shares in the same proportion as for voting
instructions actually received.
<PAGE>
PAGE 10
                        GENERAL PROVISIONS
                            (Continued)

Periodic Reports

The Company will send the Owner quarterly, or more frequently as
the Code may require, a statement showing the number, type and
value of Accumulation Unites credited to the Contract.  The
statement shall be accurate as of a date not more than two (2)
months prior to the date of mailing.  The Company shall also send
such statements reflecting transactions in the Contract as may be
required by applicable laws, rules and regulations.

Beneficiary

Beneficiary designations will be made under and maintained by the
Plan and will not be the responsibility of the Company unless
otherwise agreed to by the Owner and the Company.
<PAGE>
PAGE 11
                         PURCHASE PAYMENTS

Payments

All Purchase Payments are to be paid to the Company at its Home
Office or to its authorized agent.

Purchase Payment Allocation

Each Purchase Payment will be allocated to the Contract upon
receipt by the Company, either to the Variable Accounts or to the
Fixed Account or to both the Variable Accounts and the Fixed
Account in accordance with the allocation factors specified in the
application or as subsequently changed.

The allocation factors for new Payments between the Fixed Account
and the Variable Accounts may be changed at any time by written
request.  Allocation change requests may also be made according to
telephone procedures that are then currently in effect, if any. 
Any change will take effect with the first Purchase Payment
received with or after receipt of written or telephone notification
of the change by the Company and will continue in effect until
subsequently changed.
<PAGE>
PAGE 12
                          CONTRACT VALUE

Contract Value

The contract value at any time is the sum of:  (1) the Fixed
Account Contract Value; and (2) the Variable Account Contract
Value.

If:  (1) part or all of the contract value is surrendered; or (2)
charges described herein are made against the contract value; then
a number of accumulation units from the variable accounts and an
amount from the fixed account will be deducted to equal such
amount.  For surrenders, deductions will be made from the fixed or
variable accounts that you specify.  Otherwise, the number of units
from the variable accounts and the amount from the fixed account
will be deducted in the same proportion that the Owner's interest
in each bears to the total contract value.

Fixed Account Contract Value

The fixed account contract value at any time will be:  (1) the sum
of all accounts credited to the fixed account under this contract,
less (2) any amounts deducted for charges or surrenders.

Interest to be Credited

We will credit interest to the fixed account contract value. 
Interest will begin to accrue on the date the purchase payments
which are received in our home office become available to us for
use.  Such interest will be credited at rates that we determine
from time to time.  However, we guarantee that the rate will not be
less than the Guaranteed Interest Rate shown under Contract Data.

Variable Account Contract Value

The variable account contract value at any time will be:  (1) the
sum of the value of all variable account accumulation units under
this contract resulting from purchase payments so allocated, or
transfers among the variable and fixed accounts; less (2) any units
deducted for charges or surrenders.

Contract Administrative Charge

The Company charges a fee for establishing and maintaining its
records and for normal administrative expenses and services for
this contract.  The charge is shown under Contract Data and is
deducted from the contract value at the end of each three-month
period measured from the contract date or, if earlier, when the
contract is surrendered.  The charge may be increased on any
contract anniversary but in no event will the charge exceed $250 on
a quarterly basis.

Premium Tax Charges

A charge will be made by us against the contract value of this
contract at any time that any premium taxes not previously deducted
are determined to apply to this contract.
<PAGE>
PAGE 13
                          CONTRACT VALUE
                            (Continued)

Transfers of Contract Values

While this contract is in force, transfer of contract values may be
made as outlined below:

1.    The Owner may transfer all or a part of the values held in
      one or more of the variable accounts to another one or more
      of the variable accounts.  Subject to item 2, the Owner may
      also transfer values held in one or more of the variable
      accounts to the fixed account.

2.    Within the 30 days after:

      a.    each contract anniversary; and

      b.    the first day of the seventh month in each contract
            year,

      the owner may transfer values from the fixed account to one
      or more of the variable accounts.  Only one such transfer is
      allowed during this period each year.  If such a transfer is
      made, no transfers from a variable account to the fixed
      account may be made until the next eligible transfer period.

The owner may make a transfer by written request.  Transfer
requests may also be made according to telephone procedures that
are then currently in effect, if any.  There is no fee or charge
for these transfers.  This transfer privilege may be suspended or
modified by the Company at any time.
<PAGE>
PAGE 14
                    FIXED AND VARIABLE ACCOUNTS

The Fixed Account

The fixed account is the Company's general account.  It is made up
of all the Company's assets other than: (1) those in the variable
accounts; and (2) those in any other segregated asset account.

The Variable Accounts

The variable accounts are separate investment accounts.  They are
named under Contract Data.  The Company has allocated a part of its
assets for this and certain other contracts to the variable
accounts.  Such assets remain the Company's property.  However,
they may not be charged with the liabilities from any other
business in which the Company may take part.

Investments of the Variable Accounts

Purchase payments applied to the variable accounts will be
allocated as specified by the owner.  Each variable account will
buy, at net asset value, shares of the fund shown for that account
under Contract Data or as later added or changed.

Valuation of Assets

Mutual fund shares in the variable accounts will be valued at their
net asset value.

Variable Account Accumulation Units

The number of accumulation units for each of the variable accounts
is found by dividing: (1) the net amount allocated to the account;
by (2) the accumulation unit value for the account for the
valuation period during which the Company received the purchase
payment.

Variable Account Accumulation Unit Value

The value of an accumulation unit for each of the variable accounts
was arbitrarily set at $1 when the first mutual fund shares were
bought.  The value for any later valuation period is found as
follows:

      The accumulation unit value for each variable account for the
      last prior valuation period is multiplied by the net
      investment factor for the same account for the next following
      valuation period.  The result is the accumulation unit value. 
      The value of an accumulation unit may increase or decrease
      from one valuation period to the next.

Net Investment Factor

The net investment factor is an index applied to measure the
investment performance of a variable account from one valuation
period to the next.  The next investment factor may be greater or
less than one; therefore, the value of an accumulation unit may
increase or decrease.
<PAGE>
PAGE 15
                    FIXED AND VARIABLE ACCOUNTS
                            (Continued)

The next investment factor for any such account for any valuation
period is determined by:  dividing (1) by (2) and subtracting (3)
from the result.  This is done where:

(1)   is the "adjusted net asset value" per share of the mutual
      fund held in the variable account determined at the end of
      the current valuation period;

(2)   is the "adjusted net asset value" per share of the mutual
      fund held in the variable account, determined at the end of
      the last prior valuation period.

(3)   is a factor representing the mortality and expense risk
      charge.

Mortality and Expense Risk Charge

In calculating accumulation unit values the Company will deduct a
mortality and expense risk charge from the variable accounts equal,
on an annual basis, to 1.00% of the daily net asset value.  This
deduction is made to compensate the Company for assuming the
mortality and expense risks under contracts of this type.  The
deduction is: (1) made from each variable account; and (2) computed
on a daily basis.
<PAGE>
PAGE 16
                            WITHDRAWALS

Withdrawals

Subject to the other terms and conditions of this Contract, the
contract value may be withdrawn in full or in part by written
request.

Withdrawal Charge

A withdrawal charge will be deducted from the amount withdrawn
unless such withdrawal is due to a Participant's:

1.    purchase of an immediate annuity under the Annuity Settlement
      Provisions of this contract after separation from service;
2.    retirement under the Plan after age 55;
3.    disability;
4.    death;
5.    financial hardship as permitted under the Plan;
6.    loan request as permitted under the Plan;
7.    conversion to an Individual Retirement Annuity then offered
      by the Company (see Conversion Provision);
8.    attainment of age 59 1/2.

Any amounts withdrawn for a purpose other than shown above will be
subject to a withdrawal charge as follows:

     Amount Withdrawn           Withdrawal
     in Contract Year             Charge

            1                       6%
            2                       6%
            3                       5%
            4                       4%
            5                       3%
            6                       2%
            7                       1%
            8 and later             0%

In no event shall withdrawal charges exceed 8 1/2% of purchase
payments paid.

Rules for Withdrawals

All withdrawals will have the following conditions:

1.    The Owner must apply by written request or other method
      agreed to by the Company while this Contract is in force; and

2.    The amount withdrawn with respect to a Participant must be at
      least $250 or the contract value, if less.

3.    The amount withdrawn, less any charges, will normally be paid
      within seven business days of the receipt of the written
      request.  For surrenders from the fixed account, the Company
      has the right to defer payment for up to 6 months from the
      date of the request.
<PAGE>
PAGE 17
                            WITHDRAWALS
                            (Continued)

4.    For partial withdrawals, the Owner may specify from which
      accounts the withdrawal is to be made.  Otherwise, the
      withdrawal will be made from the Variable Accounts and Fixed
      Account in the same proportion as the Owner's interest in
      each bears to the contract value.

5.    Any amounts withdrawn and charges which may apply cannot be
      repaid.

Upon a full withdrawal, the Company may require return of the
contract before payment of the full withdrawal value.

Suspension or Delay in Payment of Withdrawal

The Company has the right to suspend or delay the date of any
withdrawal payment from the Variable Accounts for any period:

1.    When the New York Stock Exchange is closed; or

2.    When trading on the New York Stock Exchange is restricted; or

3.    When an emergency exists as result of which:
      a.    disposal of securities held in the Variable Accounts is
            not reasonably practicable; or
      b.    it is not reasonably practicable to fairly determine
            the value of the net assets of the Variable Accounts;
            or

4.    During any other period when the Securities and Exchange
      Commission, by order, so permits for the protection of
      security holders.

Rules and regulations of the Securities and Exchange Commission
will govern as to whether the conditions set forth in 2 and 3
exist.

Conversion Provision

In the event of a Participant's termination of employment, the
Owner may direct the Company to withdraw a part of the contract
value in order for the Participant to purchase an individual or
group deferred annuity contact then offered by the Company and
qualified under Section 408 or other applicable Sections of the
Code.  Such contract shall be in a form then customarily issued by
the Company for business under such qualified plans.  No withdrawal
charges will apply at the time of such withdrawal for conversion.

Participant Loans

The Owner may, on behalf of a Participant, request withdrawal of a
Participant's vested interest in the Plan for the purpose of
funding a loan for such Participant.

<PAGE>
PAGE 18
                            WITHDRAWALS
                            (Continued)

The amount and terms of the loan must be in accordance with the
applicable requirements of the underlying Plan and the Code.  The
Company assumes no responsibility for the validity of the loan or
whether the loan complies with such applicable requirements.

Withdrawals for the purpose of funding a loan under the Plan shall
not be subject to withdrawal charges described in the Contract. 
However, such withdrawal charges unpaid shall be deducted from the
remaining contract value to the extent of any unpaid loan balance
including loan interest at the time of contract termination,
distribution to the Participant under the terms of the Plan, or if
the loan is in default under the terms of the applicable Plan or
the Code.
<PAGE>
PAGE 19
                  CONTRACT TRANSFER, TERMINATION

Withdrawals for Contract Owner Transfer of Funds

The Owner may direct the Company to withdraw the contract value to
transfer to another funding agent.  Applicable withdrawal charges
and administrative charges described in this Contract shall be
deducted from the first withdrawal payment unless the contract
value is transferred to another product or similar plan then
offered by the Company or its affiliates.

The Owner must provide the Company at least 30 days prior written
notice of its intent to make such a withdrawal.  This written
notice shall be sent to the Company's Home Office and shall specify
the initial withdrawal date and payee to whom the withdrawal
payments are to be made.

The Company shall pay the contract value less any applicable
charges in a lump sum or installments at the Owner's option,
subject to the following:

a.    A lump sum payment from the Fixed Account values will be
      based on a Market Value of the Fixed Account value and will
      be paid within 30 days after the Owner's request is mailed to
      the Company.  The Market Value will be determined by the
      Company in accordance with its established procedure for
      contracts in the same class of business in this Contract. 
      (See Market Value Adjustment provision following.)

b.    The contract value balance may be paid in five annual
      installments beginning on the initial withdrawal date and
      then on each of the next four anniversaries of such date as
      follows:

     Installment          % of Then-Remaining
       Payment            Contract Value Balance
 
          1                       20%
          2                       25%
          3                       33%
          4                       50%
          5                      100%

No additional withdrawals for benefits or other transfers of funds
will be allowed and no additional Purchase Payments will be
accepted after the first withdrawal payment is made.

Market Value Adjustment

Withdrawal of the Fixed Account Value under the Contract
Transfer/Termination provision will be subject to a market value
adjustment (MVA).  The MVA will be applied to the amount being
withdrawn from the Fixed Account after deduction of any applicable
contract administrative and withdrawal charge.

<PAGE>
PAGE 20
                  CONTRACT TRANSFER, TERMINATION
                            (Continued)

The MVA will reflect the relationship between the current interest
rate being credited to new Purchase Payments allocated to the Fixed
Account and the rates being credited to all prior Purchase
Payments.  The MVA is calculated as follows:

MVA = Fixed Account Value x (A - B) x C

Where:   A = the weighted average interest rate (in decimal form)
             being credited to all Fixed Account Purchase Payments
             at the time of termination, rounded to 4 decimal
             places.

         B = the interest rate (in decimal form) being credited on
             new Purchase Payments to the contract at the time of
             termination, rounded to 4 decimal places.

         C = the annuity factor, based on contract year, from the
             following table.

     Contract Year             Annuity Factor

         1-3                         6.0
         4-6                         5.0
         7+                          4.0

     Contract Termination
        by the Company

Contract Termination Date

The Company reserves the right upon thirty (30) days written notice
to the Owner to declare a "Contract Termination Date", which shall
be any date on or after the expiration of the thirty (30) day
notification period.

A Contract Termination Date may be declared if:

a.    The Owner adopts an amendment to the Plan that causes the
      Plan to be materially different from the Plan originally
      underwritten by the Company.  To be "materially different",
      the amendment must cause a substantial change in the level of
      the dollar amounts of Purchase Payments or contract benefits
      to be paid by the Company, or

b.    The Plan fails to qualify or becomes disqualified under the
      appropriate Sections of the Code.

If the Company waives its right to terminate the Contract under any
provision of this Section at any time, such waiver shall not be
considered a precedent and shall not prohibit the Company from
exercising the right to terminate this contract, for the reasons
noted above, at any future time.

<PAGE>
PAGE 21
                  CONTRACT TRANSFER, TERMINATION
                            (Continued)

Procedures at Contract Termination Date

If a Contract Termination Date has been declared, the Company
shall, on the Contract Termination Date, withdraw any contract
administrative charge from the contract value.  A Withdrawal
Charge, described further in the Withdrawal section of this
Contract, will be payable by the Owner on account of any
termination under this section and shall be deducted from the first
termination payment.

At the Owner's option, and as specified in the Contract Transfer
section, the Company shall pay the remaining Contract Value balance
in a lump sum or installments.  A lump sum payment will be subject
to an applicable Market Value Adjustment to the Fixed Account
Value.  If the Owner does not select an option, the Company will
pay the remaining contact value balance to the Contract Owner under
the installment option.
<PAGE>
PAGE 22
                   ANNUITY SETTLEMENT PROVISIONS

Withdrawals for Annuity Purchases

Subject to other terms and conditions of this Contract, the Owner
may direct the Company to withdraw all or part of the Contract
Value to purchase immediate annuities from the Company to provide
Contract Benefits to payees specified by the Owner.  If the amount
to be applied to purchase an immediate annuity would not provide a
monthly payment of at least $20.00, the Company has the right to
pay the withdrawal amount in a lump sum.  Withdrawals under this
Section will not be subject to the Withdrawal Charge.

The immediate annuities which may be purchased by the Owner shall
be in the form then customarily offered by the Company for business
in this class.  The Owner must provide the Company at least 30 days
prior written notice of its intent to make a withdrawal to purchase
an annuity.  This written notice shall be sent to the Company's
Home Office and shall contain such information as the Company shall
require to effect such a purchase, including satisfactory evidence
of the annuitant's age.

The price of the immediate annuities which may be purchased under
this Section shall be determined by the applicable Annuity Purchase
Rates described below.  Where applicable, state premium tax is
payable by the Owner on the account of the purchase of an annuity
under this Section.  The Company will withdraw an amount specified
by the Contract Owner from the contract value, deduct the state
premium tax, if any, from the amount and apply the balance as the
annuity purchase payment.  The Company guarantees payment of the
annuity benefits to each payee for whom an annuity is purchased
under this Contract and will send to the Owner for delivery to the
payee a nontransferable supplemental annuity contract describing
the amount of the annuity benefit and the terms governing its
payment.

Annuity Purchase Rates

The single premium to provide annuity benefits in accordance with
this Section shall be based on the Company's published annuity
purchase rates in effect for contracts in this class of business on
the date the single premium is withdrawn from the contract value to
purchase the annuity benefit payments.  With respect to annuity
benefit payments purchased prior to the 20th Contract Anniversary,
the annuity purchase rates shall not exceed the rates specified in
Table I of this Article.

<PAGE>
PAGE 23
                   ANNUITY SETTLEMENT PROVISIONS
                            (Continued)

Table I
Premium to Purchase $10 of Monthly Annuity Benefit Payments*

Participant's                                       Life with
Adjusted Age**        Life Annuity              10 Year Certain***
      55                $2066.12                    $2083.33
      56                 2032.52                     2053.39
      57                 2000.00                     2020.20
      58                 1964.64                     1988.07
      59                 1926.78                     1953.13
      60                 1890.36                     1915.71
      61                 1851.85                     1879.70
      62                 1811.59                     1845.02
      63                 1769.91                     1808.32
      64                 1730.10                     1769.91
      65                 1689.19                     1733.10
      66                 1644.74                     1694.92
      67                 1602.56                     1655.63
      68                 1557.63                     1615.51
      69                 1512.86                     1577.29
      70                 1468.43                     1538.46

*     Annuity purchase rates not shown above will be calculated on
      the same basis as those rates shown above.

**    Adjusted age is the age nearest birthday when annuity benefit
      payments are purchased minus the following adjustment for the
      participant's calendar year of birth:

      Calendar Year of Birth           Adjustment
           Before 1920                       0
           1920 to 1924                    - 1
           1925 to 1929                    - 2
           1930 to 1934                    - 3
           1935 to 1939                    - 4
           1940 to 1944                    - 5
           1945 to 1949                    - 6
           1950 to 1959                    - 7
           1960 to 1969                    - 8
           1970 to 1979                    - 9
           1980 to 1989                    -10
           After 1989                      -11

***   The annuity purchase rates contained herein are exclusive of
      state premium tax.  The applicable state premium tax is
      payable upon any annuity purchase as specified above.
<PAGE>
PAGE 24
GROUP DEFERRED ANNUITY CONTRACT


- - Group Deferred Variable Annuity - Unallocated - Nonparticipating
- - Optional Fixed Dollar or Variable Accumulation Values
- - Fixed Dollar Annuity Payments



IDS Life Insurance Company
IDS Tower 10
Minneapolis, MN  55440


<PAGE>
PAGE 1






September 14, 1992



Board of Directors
IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota  55440

Gentlemen:

As General Counsel of IDS Life Insurance Company ("Company"), I am
familiar with its legal affairs and with IDS Life Fixed Account,
the General Account of the Company.  I am familiar with the
Registration Statement on Form S-1 and Pre-Effective Amendment No.
1 thereto (File No. 33-48701), filed by the Company on behalf of
the Account with the Securities and Exchange Commission with
respect to IDS Life Fixed Account pursuant to Group Deferred
Variable Annuity Contracts ("Contracts").

I have made such examination of law and examined such documents and
records as in my judgment are necessary and appropriate to enable
me to express the following opinions.  I am of the opinion that:

1.    The Company is duly incorporated, validly existing and in
      good standing under the laws of the State of Minnesota, and
      is duly licensed or qualified to do business in each other
      jurisdiction wherein the business transacted by it requires
      such licensing or qualification.  The Company has all
      corporate powers required to carry on its business as now
      conducted and to issue the Contracts.

2.    IDS Life Fixed Account, the General Account of the Company,
      validly exists pursuant to Minnesota Law.

3.    The Contracts, when issued, offered and sold in accordance
      with the Prospectus contained in the aforesaid Registration
      Statement and, upon reliance with the local law, will be
      legal and binding obligations of the Company in accordance
      with their terms.

4.    There is no limitation as to the interests in the Account
      that may be issued.

5.    There is no pending or unthreatened litigation, claims or
      assessments (including any unasserted claims or assessments)
      against the Company.

<PAGE>
PAGE 2
September 11, 1992
Opinion
Page 2.


Please be advised you are correct in your understanding that I will
advise and consult with you concerning questions of disclosure and
the applicable requirements of Statements of Financial Accounting
Standards No. 5 if, and when, in the course of performing legal
services for the Company or the Account with respect to a matter
recognized by me to involve an unasserted claim or assessment that
may require financial statement disclosure of consider disclosure
of any such possible claim or assessments in your financial
statements.  You may furnish a copy of this letter to your
independent accountants.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Sincerely,



/s/ William A. Stoltzmann
    William A. Stoltzmann
    Vice President, General Counsel and Secretary


<PAGE>
PAGE 1
                       List of Subsidiaries



          o    IDS Life Insurance Company of New York
          o    American Enterprise Life Insurance Company


<PAGE>
PAGE 1


                  Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts"
and to the use of our reports dated February 3, 1994 on the
financial statements and financial statement schedules of IDS Life
Insurance Company in Post-Effective Amendment No. 2 to the
Registration Statement (Form S-1 No. 33-48701) and related
Prospectus of IDS Life Insurance Company for the registration of
interests in the fixed account of group, unallocated fixed and
variable annuity contracts for qualified retirement plans.



Ernst & Young
Minneapolis, Minnesota
April 5, 1994


<PAGE>
PAGE 1
                    IDS LIFE INSURANCE COMPANY
                    DIRECTORS POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

      Each of the undersigned, as directors of the below listed
unit investment trusts that previously have filed registration
statements and amendments thereto pursuant to the requirements of
the Securities Act of 1933 and the Investment Company Act of 1940
with the Securities and Exchange Commission:
<TABLE>
<CAPTION>
                                                        1933 Act        1940 Act
                                                        Reg. Number     Reg. Number
<S>                                                     <C>             <C>
IDS Life Accounts F, IZ, JZ, G, H and N 
  IDS Life Flexible Annuity                             33-4173         811-3217
IDS Life Accounts F, IZ, JZ, G, H and N
  IDS Life Variable and Combination
  Retirement Annuities                                  2-73114         811-3217
IDS Life Accounts F, IZ, JZ, G, H and N
  IDS Life Employee Benefit Annuity                     33-52518        811-3217
IDS Life Accounts F, IZ, JZ, G, H and N
  IDS Life Group Variable Annuity Contract              33-47302        811-3217
IDS Life Insurance Company
  IDS Life Group Variable Annuity Contract   
  (Fixed Account)                                       33-48701           N/A
IDS Life Insurance Company
  IDS Life Market Value Annuity                         33-28976           N/A
IDS Life Insurance Company
  IDS Life Preferred Choice Annuity                     33-50968           N/A
IDS Life Variable Life Separate Account
  Flexible Premium Variable Life Insurance Policy       33-11165        811-4298
IDS Life Variable Life Separate Account
  IDS Life Single Premium Variable Life                 2-97637         811-4298
IDS Life Variable Account for Smith Barney Shearson
  LifeVest Single Premium Variable Life                 33-5210         811-4652
IDS Life Account SBS
  IDS Life Symphony Annuity                             33-40779        812-7731
IDS Life Account RE
  IDS Life Real Estate Variable Annuity                 33-13375           N/A
IDS Life Variable Annuity Fund A                        2-29081         811-1653
IDS Life Variable Annuity Fund B                        2-47430         811-1674
</TABLE>
hereby constitutes and appoints William A. Stoltzmann, Mary Ellyn
Minenko and Colleen Curran or either one of them, as her or his
attorney-in-fact and agent, to sign for her or him in her or his
name, place and stead any and all filings, applications (including
applications for exemptive relief), periodic reports, registration
statements (with all exhibits and other documents required or
desirable in connection therewith) other documents, and amendments
thereto and to file such filings, applications, periodic reports,
registration statements other documents, and amendments thereto
with the Securities and Exchange Commission, and any necessary
states, and grants to any or all of them the full power and
authority to do and perform each and every act required or
necessary in connection therewith.<PAGE>
PAGE 2
     Dated the 31st day of March, 1994.



/s/ Louis C. Fornetti                   /s/ Janis E. Miller      
    Louis C. Fornetti                       Janis E. Miller


/s/ David R. Hubers                     /s/ James A. Mitchell    
    David R. Hubers                         James A. Mitchell


/s/ Richard W. Kling                    /s/ Barry J. Murphy      
    Richard W. Kling                        Barry J. Murphy


/s/ Paul F. Kolkman                     /s/ Stuart A. Sedlacek   
    Paul F. Kolkman                         Stuart A. Sedlacek    


/s/ Peter A. Lefferts                   /s/ Melinda S. Urion     
    Peter A. Lefferts                       Melinda S. Urion

            INDEPENDENT AUDITORS
<PAGE>
PAGE 1






                  Report of Independent Auditors

The Board of Directors
IDS Life Insurance Company

We have audited the consolidated financial statements of IDS Life
Insurance Company as of December 31, 1993 and 1992, and for each of
the three years in the period ended December 31, 1993, and have
issued our report thereon dated February 3, 1994 (included
elsewhere in this Registration Statement).

Our audits also included the financial statement schedules I, V,
VI, VIII and IX included elsewhere in this Registration Statement. 
These schedules are the responsibility of the Company's management. 
Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedules referred to
above, when considered in relation to the basic financial
statements taken as a whole, present fairly, in all material
respects, the information set forth therein.



Ernst & Young
Minneapolis, Minnesota
February 3, 1994
<PAGE>
PAGE 2
IDS LIFE INSURANCE COMPANY
SCHEDULE I - CONSOLIDATED SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES ($ thousands)
AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
________________________________________________________________________________________
Column A                                      Column B       Column C       Column D

Type of Investment                              Cost           Value    Amount at which
                                                                         shown in the
                                                                         balance sheet
________________________________________________________________________________________
<S>                                        <C>           <C>             <C>
Fixed maturities:
    Bonds:
        United States Government and
          government agencies and
          authorities (a)                  $  5,591,309  $    5,737,439  $    5,591,309
        States, municipalities and
           polictical subdivisions               11,072          13,452          11,072
        All other corporate bonds            13,790,043      14,675,088      13,790,043
                                           ____________   _____________  ______________

               Total fixed maturities        19,392,424      20,425,979      19,392,424

Mortgage loans on real estate                 2,055,450       XXXXXXXXX       2,055,450
Policy loans                                    350,501       XXXXXXXXX         350,501
Other investments                                56,307       XXXXXXXXX          56,307
                                           ____________  ______________  ______________
              Total investment             $ 21,854,682  $    XXXXXXXXX  $   21,854,682
                                           ____________  ______________  ______________

(a) - Includes mortgage-backed securities with a cost and market value of $5,527,777 and $5,671,783 respectively.
</TABLE>
<PAGE>
PAGE 3
    IDS LIFE INSURANCE COMPANY
    SCHEDULE V - SUPPLEMENTARY INSURANCE INFORMATION ($ thousands)
    FOR THE YEAR ENDED DECEMBER 31, 1991
<TABLE>
<CAPTION>
Column A               Column B      Column C      Column D     Column E     Column F
Segment                Deferred       Future       Unearned   Other policy   Premium 
                        policy        policy       premiums    claims and    revenue
                      acquisition    benefits                    benefits
                         cost         losses,                    payable
                                     claims and
                                    loss expenses
<S>                   <C>           <C>            <C>         <C>           <C>
Annuities             $  693,184    $13,663,477    $   -       $  30,041     $   -
Life, DI, 
Long-Term Care and
Health Insurance         518,439      2,654,915        -          21,205      102,338 

Total                 $1,211,623    $16,318,392    $   -       $  51,246     $102,338
</TABLE>

<TABLE>
<CAPTION>
Column A               Column G      Column H      Column I     Column J     Column K
Segment                  Net         Benefits,  Amortization      Other      Premiums
                      investment      claims,    of deferred    operating    written
                        income      losses and      policy       expenses
                                    settlement   acquisition               
                                     expenses        costs
<S>                   <C>           <C>            <C>         <C>           <C>
Annuities             $1,189,038    $ 1,639        $ 63,821    $  66,068     $ N/A
Life, DI, 
Long-Term Care and
Health Insurance         233,828     88,577          52,257       87,601       N/A    

Total                 $1,422,866    $90,216        $116,078    $ 153,669       N/A   
</TABLE>

IDS LIFE INSURANCE COMPANY
SCHEDULE V - SUPPLEMENTARY INSURANCE INFORMATION ($ thousands)
FOR THE YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
Column A               Column B      Column C      Column D     Column E     Column F
Segment                Deferred       Future       Unearned   Other policy   Premium 
                        policy        policy       premiums    claims and    revenue
                      acquisition    benefits                    benefits
                         cost         losses,                    payable
                                     claims and
                                    loss expenses
<S>                   <C>           <C>            <C>         <C>           <C>
Annuities             $  860,027    $16,342,419    $   -       $  28,705     $   -
Life, DI, 
Long-Term Care and
Health Insurance         580,848      2,883,469        -          21,194      114,379 

Total                 $1,440,875    $19,225,888    $   -       $  49,899     $114,379
</TABLE>

<TABLE>
<CAPTION>
Column A               Column G      Column H      Column I     Column J     Column K
Segment                  Net         Benefits,  Amortization      Other      Premiums
                      investment      claims,    of deferred    operating    written
                        income      losses and      policy       expenses
                                    settlement   acquisition               
                                     expenses        costs
<S>                   <C>           <C>            <C>         <C>           <C>
Annuities             $1,370,145    $  1,870       $ 81,706    $ 100,928     $ N/A
Life, DI, 
Long-Term Care and
Health Insurance         246,676     106,528         58,453      114,764       N/A    

Total                 $1,616,821    $108.398       $140,159    $ 215,692       N/A   
</TABLE>
<PAGE>
PAGE 4
IDS LIFE INSURANCE COMPANY
SCHEDULE V - SUPPLEMENTARY INSURANCE INFORMATION ($ thousands)
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>

Column A               Column B      Column C      Column D     Column E     Column F
Segment                Deferred       Future       Unearned   Other policy   Premium 
                        policy        policy       premiums    claims and    revenue
                      acquisition    benefits                    benefits
                         cost         losses,                    payable
                                     claims and
                                    loss expenses
<S>                   <C>           <C>            <C>         <C>           <C>
Annuities             $1,008,378    $18,492,135    $   -       $  21,508     $   -
Life, DI, 
Long-Term Care and
Health Insurance         644,006      3,148,932        -          23,008      127,245 

Total                 $1,652,384    $21,641,067    $   -       $  44,516     $127,245
</TABLE>

<TABLE>
<CAPTION>
Column A               Column G      Column H      Column I     Column J     Column K
Segment                  Net         Benefits,  Amortization      Other      Premiums
                      investment      claims,    of deferred    operating    written
                        income      losses and      policy       expenses
                                    settlement   acquisition               
                                     expenses        costs
<S>                   <C>           <C>            <C>         <C>           <C>
Annuities             $1,532,995    $  3,656       $139,602    $ 122,999     $ N/A
Life, DI, 
Long-Term Care and
Health Insurance         250,224     119,335         72,131      118,975       N/A    

Total                 $1,783,219    $122,991       $211,733    $ 241,974       N/A   
</TABLE>
<PAGE>
PAGE 5
IDS LIFE INSURANCE COMPANY
SCHEDULE VI - REINSURANCE ($ thousands)
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________
            Column A                  Column B         Column C         Column D         Column E       Column F

                                    Gross amount    Ceded to other    Assumed from         Net         % of amount
                                                       companies     other companies      Amount     assumed to net
____________________________________________________________________________________________________________________
<S>                               <C>              <C>              <C>              <C>                       <C>
For the year ended
  December 31, 1993

Life insurance in force           $    44,188,493  $     3,038,426  $     2,015,382  $    43,165,449           4.67%
____________________________________________________________________________________________________________________

Premiums:
  Life insurance                  $        51,764  $         3,627  $           --   $        48,137           0.00%
  DI & health insurance                    96,250           17,142              --            79,108           0.00%
____________________________________________________________________________________________________________________
Total premiums                    $       148,014  $        20,769  $           --   $       127,245           0.00%
____________________________________________________________________________________________________________________

For the year ended
  December 31, 1992

Life insurance in force           $    38,888,963  $     2,937,590  $     2,015,382  $    37,966,755           5.31%
____________________________________________________________________________________________________________________
Premiums:
  Life insurance                  $        53,238  $         3,849  $           330  $        49,719           0.66%
  DI & health insurance                    78,347           13,687              --            64,660           0.00%
____________________________________________________________________________________________________________________
Total premiums                    $       131,585  $        17,536  $           330  $       114,379           0.29%
____________________________________________________________________________________________________________________

For the year ended
  December 31, 1991

Life insurance in force           $    34,596,113  $     2,902,381  $     2,020,900  $    33,714,632           5.99%
_____________________________________________________________________________________________________________________

Premiums:
  Life insurance                  $        53,223  $         3,902  $           385  $        49,706           0.77%
  DI & health insurance                    59,844            7,212              --            52,632           0.00%
____________________________________________________________________________________________________________________
Total premiums                    $       113,067  $        11,114  $           385  $       102,338           0.38%
____________________________________________________________________________________________________________________
</TABLE>
<PAGE>
PAGE 6
IDS LIFE INSURANCE COMPANY
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS ($ thousands)
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________
           Column A               Column B                   Column C                Column D         Column E

                                                             Additions
                                                            --------------
                                 Balance at                        Charged to
         Description              Beginning       Charged to     Other Accounts-   Deductions-     Balance at End
                                  of Period    Costs & Expenses    Describe *      Describe **       of Period
____________________________________________________________________________________________________________________
<S>                                    <C>             <C>                  <C>          <C>               <C>
For the year ended
  December 31, 1993
- ------------------------------
Reserve for Mortgage Loans             $23,595          $13,635               $0          $2,210           $35,020
Reserve for Fixed Maturities           $37,899         ($15,122)              $0                           $22,777
Reserve for Other Investments          $12,834          ($4,344)              $0         ($2,210)          $10,700

For the year ended
  December 31, 1992
- -------------------------------
Reserve for Mortgage Loans             $16,131           $8,440               $0            $976           $23,595
Reserve for Fixed Maturities           $45,100          ($7,601)            $400              $0           $37,899
Reserve for Other Investments           $7,782           $4,076               $0           ($976)          $12,834


For the year ended
  December 31, 1991
- ------------------------------
Reserve for Mortgage Loans             $12,655           $6,860               $0          $3,384           $16,131
Reserve for Fixed Maturities           $26,096          $19,004               $0              $0           $45,100
Reserve for Other Investments           $8,434          ($4,036)              $0         ($3,384)           $7,782
____________________________________________________________________________________________________________________

*  Cash received on bond previously written down
** Transfer between reserve accounts
</TABLE>
<PAGE>
PAGE 7
IDS LIFE INSURANCE COMPANY
SCHEDULE IX - SHORT-TERM BORROWINGS ($ thousands)
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<TABLE>
<CAPTION>
_______________________________________________________________________________________________________
        Column A             Column B        Column C        Column D        Column E       Column F
                                                             Maximum         Average        Weighted
                                            Weighted          amount          amount         average
Category of aggregate        Balance         average       outstanding     outstanding    interest rate
short-term borrowing          at end         interest       during the      during the     during the
                            of period          rate           period          period         period
_______________________________________________________________________________________________________
<S>                          <C>               <C>           <C>              <C>             <C>
1993
Line of Credit               $1,519            N/A           $22,700          $1,297          3.70%

1992
Line of Credit                $  0             N/A           $20,000          $  825          5.45%

1991
Line of Credit                $  0             N/A           $32,725          $1,483          7.28%
_______________________________________________________________________________________________________
</TABLE>



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