IDS LIFE INSURANCE CO /MN
POS AMI, 1995-04-26
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<PAGE>
PAGE 1
           SECURITIES AND EXCHANGE COMMISSION
                 Washington, D.C.  20549

                        FORM S-1
             POST-EFFECTIVE AMENDMENT NO. 4
         TO REGISTRATION STATEMENT  No. 33-50968

                          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 55440-0010
                   (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 May 1, 1995.


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          Amount            Proposed             maximum          Amount of
of securities to be           to be        maximum offering        aggregate       registration
registered                  registered      price per unit       offering price        fee       
<S>                         <C>             <C>                  <C>                   <C>
N/A
/TABLE
<PAGE>
PAGE 3
                  IDS LIFE ACCOUNT MGA
GROUP AND INDIVIDUAL FLEXIBLE PREMIUM
MARKET VALUE ANNUITY CONTRACTS ISSUED BY
               IDS LIFE INSURANCE COMPANY

                  Cross-Reference Sheet
               Pursuant to Regulation S-K
Item 501(b)
<TABLE><CAPTION>
Form S-1 Item Number and Caption                     Location in Prospectus
<S>                                                  <C>
1.  Forepart of the Registration Statement
    and Outside Front Cover Page of Prospectus....   Outside Front Cover

2.  Inside Front and Outside Back
    Cover Pages of Prospectus ....................   Table of Contents
                                                     (inside front cover)

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

4.  Use of Proceeds ..............................   Investments by IDS Life

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

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

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

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

9.  Description of Securities to Be
    Registered ...................................   Description of Contracts

10. Interests of Named Experts and Counsel .......   Not Applicable

11. Information with Respect to the
    Registrant ...................................   The Company;
                                                     Directors and Executive
                                                     Officers of the Registrant;
                                                     Executive Compensation;
                                                     Security Ownership of
                                                     Management;
                                                     Legal Proceedings and
                                                     Opinion; and
                                                     Financial Statements

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

                         PART I.

           INFORMATION REQUIRED IN PROSPECTUS

Attached hereto and made a part hereof is the Prospectus.

<PAGE>
PAGE 5
IDS Life Preferred Choice Annuity
Prospectus, May 1, 1995

This prospectus describes interests in a flexible premium group
market value annuity contract and individual market value annuity
contracts offered by IDS Life Insurance Company (IDS Life) to the
general public for non-tax qualified purchases.  With respect to
the group contract, eligible individuals include members of the
general public.

Participation in a group contract will be accounted for separately
by the issuance of a certificate showing the owner's interest under
the group contract.  Participation in an individual contract is
shown by the issuance of an individual annuity contract.  The
certificate and the individual contract are both referred to as the
"Contract."

In addition, IDS Life may offer these Contracts to fund retirement
programs that qualify under the following Sections of the Internal
Revenue Code of 1986, as amended (the Code): (1) plans qualified
under Section 401 (including 401(k)); (2) Tax-Sheltered Annuity
(TSA) plans adopted by public school systems and certain tax-exempt
organizations pursuant to Section 403(b); (3) individual retirement
annuities (IRAs) and simplified employee pensions (SEP/IRAs)
qualified under Section 408; and (4) deferred compensation plans
eligible under Section 457.

A minimum purchase payment of at least $5,000 must accompany the
application for a Contract.  Additional purchase payments of at
least $2,000 are permitted under a Contract.  The Contract
accumulation value will be guaranteed by the general assets of IDS
Life.  IDS Life generally intends to invest funds received in
relation to Contracts in a variety of debt instruments having price
durations which tend to match the applicable guarantee periods
under the Contract.

IDS Life Account MGA
Group and Individual Flexible Premium
Market Value Annuity Contracts

Sold by:
IDS Life Insurance Company
IDS Tower 10
Minneapolis, MN 55440-0010
Telephone: 800-422-3542

THESE SECURITIES MAY BE SUBJECT TO A SUBSTANTIAL SURRENDER CHARGE
AND/OR MARKET VALUE ADJUSTMENT IF NOT HELD TO THE END OF A
GUARANTEE PERIOD WHICH COULD RESULT IN RECEIPT OF LESS THAN THE
ORIGINAL PURCHASE PAYMENT.

GUARANTEED INTEREST RATES THAT APPLY TO FUTURE GUARANTEE PERIODS
WILL BE DECLARED BY IDS LIFE BASED ON VARIOUS FACTORS.  THESE
INTEREST RATES MAY BE HIGHER OR LOWER THAN THE RATES PREVIOUSLY
GUARANTEED.
<PAGE>
PAGE 6
THE MINIMUM GUARANTEED RATE IS 3 PERCENT.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 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 BACKED OR GUARANTEED BY ANY BANK, NOR ARE THEY
INSURED BY THE FDIC.

<PAGE>
PAGE 7
Table of Contents                                         Page   

Summary...................................................     

Glossary of Special Terms.................................     

Description of Contracts..................................     
General...................................................     
Application and Purchase Payment..........................     
Right to Cancel...........................................     
Guarantee Periods.........................................     
Surrenders, Free Withdrawals and Systematic Withdrawals...   
Surrender Charge..........................................     
Transfers.................................................     
Market Value Adjustment...................................     
Premium Taxes.............................................     
Death Benefit Prior to Settlement.........................     
Death Benefit After Settlement............................     
Statement.................................................     
Electing the Settlement Date and Annuity Payment Plan.....     

Investments by IDS Life...................................

Amendment of Contracts....................................     

Distribution of Contracts.................................  

Assignment of Contracts...................................    

Federal Tax Considerations................................ 

The Company...............................................   
Business..................................................    
Selected Financial Data...................................     
Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations.............     
Reserves..................................................    
Investments............................................... 
Competition............................................... 
Employees.................................................   
Properties................................................  
State Regulation..........................................     

Directors and Executive Officers..........................    

Executive Compensation....................................     

Security Ownership of Management..........................  

Legal Proceedings and Opinion.............................     

Experts...................................................     

<PAGE>
PAGE 8
Appendix A (Total Surrender Illustration).................     

Appendix B (Market Value Adjustment Illustration).........     

IDS Life Financial Information............................     
<PAGE>
PAGE 9
Summary

IDS Life is offering group and individual flexible premium market
value annuity Contracts to the general public for non-tax qualified
and tax qualified purchases.  IDS Life is a wholly owned subsidiary
of American Express Financial Corporation, which itself is a wholly
owned subsidiary of American Express Company.  As described in this
prospectus, each subaccount of the Contracts has a guaranteed rate
of interest that is credited to the purchase payment when it is
held to the end of the subaccount guarantee period.  Surrenders or
transfers before the end of a subaccount guarantee period are
subject to a market value adjustment and a surrender charge (if
applicable).  Surrenders or transfers are available without market
value adjustment on the last day of each subaccount guarantee
period and during the first ten days of each new subaccount
guarantee period.  A free withdrawal amount is available under each
subaccount.

When an initial purchase payment is made under an application, or
when additional purchase payments or transfers are made, the owner
allocates the payment or transfer to one or more subaccounts then
offered by IDS Life.  A subaccount is established for each
combination of guarantee period and guarantee rate to which the
owner allocates a purchase payment or transfer.  The purchase
payment or transfer allocated to each subaccount earns interest at
the applicable rate for that subaccount guarantee period as
established by IDS Life.  Since interest is credited on a daily
basis, the interest credited also earns interest at the applicable
rate established for the guarantee period.  The guarantee rate
established by IDS Life will always be at least 3 percent (See
Guarantee Periods page ).

When a subaccount guarantee period ends, a new guarantee period
will begin.  IDS Life will transfer the subaccount accumulation
value without market value adjustment to a new subaccount.  The new
subaccount guarantee period will be for one year unless the owner
elects a different period from those IDS Life then offers.  The new
guarantee period may never extend beyond the settlement date (See
Guarantee Periods page ).

Each Contract year, the owner may surrender or transfer free
withdrawal amounts.  These free withdrawal amounts are not subject
to either a surrender charge or a market value adjustment. 
However, they are subject to federal income tax and may be subject
to a federal penalty tax and, under certain tax qualified
Contracts, to 20 percent income tax withholding.  Free withdrawal
amounts are calculated separately for each subaccount.  From the
time a subaccount is established by payment or transfer up to the
next Contract anniversary, the free withdrawal amount is 10 percent
of the subaccount payment or transfer.  During each Contract year
thereafter, the free withdrawal amount is 10 percent of the prior
Contract anniversary subaccount accumulation value.  The owner also
may establish systematic withdrawals of amounts up to the free
withdrawal amount. (See Surrenders, Free Withdrawals and Systematic
Withdrawals page ).
<PAGE>
PAGE 10
Subject to certain restrictions, partial or total surrenders are
permitted.  IDS Life may defer payment of any surrender for a
period up to six months from the date it receives notice of
surrender, or for the period permitted by state law, if less.  IDS
Life will not defer a payment for a period greater than seven days
except under extraordinary circumstances.  IDS Life will pay annual
interest of at least 3 percent of any amounts deferred for more
than thirty days during such period if it chooses to exercise this
deferral right (See Surrenders, Free Withdrawals and Systematic
Withdrawals page ).

Surrenders may be subject to a surrender charge.  Surrender charges
are calculated separately for each subaccount.  The surrender
charge depends on the number of Contract years a purchase payment
to a subaccount has been in the Contract.  For purchase payments
that have been in the Contract for less than eight Contract years,
a surrender charge, beginning at a maximum of 7 percent, will be
assessed on a surrender.  There are no surrender charges for
payments that have been in the Contract for eight or more Contract
years or if the surrender occurs on the last day of a subaccount
guarantee period or during the first ten days of the new subaccount
guarantee period.  In addition, IDS Life will waive the surrender
charge in certain instances (See Surrender Charge page ).

The owner may transfer the accumulation value from an existing
subaccount to a new subaccount at any time before the settlement
date as long as a subaccount is established for at least one
calendar year prior to the transfer.  The minimum accumulation
value the owner may transfer is $2,000 or the entire subaccount
accumulation value, if less.  For transfers before the end of a
subaccount guarantee period, there will be a market value
adjustment to the accumulation value in excess of the free
withdrawal amount (See Transfers page ).

A market value adjustment will be applied to a surrender or
transfer that occurs before the end of a subaccount guarantee
period.  A market value adjustment is a positive or negative
adjustment of the subaccount accumulation value.  Therefore, the
amount distributed from a subaccount on surrender or transfer may
be more or less than the total purchase payments or transfers made
to that subaccount (plus accrued interest).  The market value
adjustment reflects the relationship, at the time of surrender or
transfer, between the subaccount guarantee rate and the interest
rate IDS Life then is crediting on purchase payments or transfers
made to new subaccounts with guarantee periods of the same duration
as the time remaining in the subaccount guarantee period (See
Market Value Adjustment page ).
   
IDS Life reserves the right to deduct applicable premium taxes from
the accumulation value of the Contract.  State premium taxes range
from 0 to 3.5 percent of the gross purchase payments (See Premium
Taxes page ).
    
The Contract provides for a guaranteed death benefit.  In the event
of the death of the annuitant or owner prior to the settlement
date, IDS Life will pay to the owner or beneficiary the death <PAGE>
PAGE 11
benefit in lieu of any other payment under the Contract.  The
amount of the death benefit will equal the accumulation value (See
Death Benefit Prior to Settlement page ).

On the settlement date specified by the owner, IDS Life will pay
the owner a lump sum payment or start to pay a series of payments. 
A series of payments may be elected under certain annuity payment
plans (See Electing the Settlement Date and Annuity Payment Plan
page ).

Glossary of Special Terms 

As used in this prospectus, the following terms have the indicated
meanings:

Accumulation Value - The value of the net purchase and transfer
payments plus interest credited, adjusted for any surrenders.  The
Contract accumulation value is the sum of all subaccount
accumulation values.

Annuitant - The person on whose life monthly annuity payments
depend.

Contract Anniversary - The same day and month as the Contract date
each year that the Contract remains in force.

Contract Date - The date from which Contract anniversaries, 
Contract years and Contract months are determined.

Free Withdrawal Amount - The amount of surrenders and transfers
that may be made each Contract year without market value adjustment
or surrender charge.  Free withdrawal amounts are calculated
separately for each subaccount.  From the time a subaccount is
established by payment or transfer to the next Contract
anniversary, the free withdrawal amount is 10 percent of the
subaccount payment or transfer.  During each Contract year
thereafter, the free withdrawal amount is 10 percent of the prior
Contract anniversary subaccount accumulation value.

Guarantee Period - The period for which IDS Life guarantees a
particular declared effective annual interest rate.

Guarantee Rate - The particular declared effective annual interest
rate IDS Life guarantees for a guarantee period.

Market Adjusted Value - The accumulation value in excess of the
free withdrawal amount, adjusted by the market value adjustment
formula, plus the free withdrawal amount.  The adjustment is for
interest rate changes since a subaccount begins.  The adjustment is
calculated separately for each subaccount.  The Contract market
adjusted value is the sum of all subaccount market adjusted values.

<PAGE>
PAGE 12
Market Value Adjustment - The difference between the market
adjusted value and the accumulation value.  It is positive if the
market adjusted value is greater than the accumulation value.  It
is negative if the accumulation value is greater than the market
adjusted value.  

Owner - The person or entity to whom the Contract is issued.  The
owner may be someone other than the annuitant.

Settlement - The application of the accumulation value of the
Contract to provide annuity payments.

Settlement Date - The date on which annuity payments are to begin.

Subaccount - An account IDS Life establishes for each combination
of guarantee period and guarantee rate to which the owner allocates
a purchase or transfer payment.  Each subaccount is distinguished
by the guarantee period and the date the guarantee period begins.

Surrender Value - The accumulation value plus any applicable market
value adjustment, less any applicable surrender charge.

Written Request - A request in writing signed by the owner and
delivered to IDS Life at its Home Office.

Description of Contracts

General

This prospectus describes interests in a flexible premium group
market value annuity and individual market value annuity Contracts
offered by IDS Life to the general public for non-tax qualified
purchases.  In addition, IDS Life may offer the Contracts in the
following tax qualified programs: (1) Section 401(a) (including
401(k)) plans; (2) TSA plans; (3) IRAs and IRA/SEPs; and (4)
deferred compensation plans eligible under Section 457.

As described in this prospectus, each subaccount of the Contracts
has a guaranteed interest rate that is credited to a purchase
payment when it is held to the end of the subaccount guarantee
period.  Surrenders or transfers before the end of a subaccount
guarantee period are subject to a market value adjustment and a
surrender charge (if applicable).

Subject to insurance department approval of the Contract, IDS Life
will be offering this Contract in the District of Columbia and all
states except New York.

Application and Purchase Payment

To apply for a Contract, the owner must complete an application and
make a minimum purchase payment of $5,000.  Additional purchase
payments of at least $2,000 are permitted under a Contract.  These
additional purchase payments may be made until the date the 
<PAGE>
PAGE 13
Contract terminates or the date on which annuity payments begin,
whichever is earlier.  The maximum total purchase payments in the 
first and later Contract years is $500,000.  IDS Life reserves the
right to change this maximum.  If the owner purchases the Contract
to fund a tax qualified plan, that plan's limit on contributions
also will apply.

IDS Life will return an improperly completed application, along
with the corresponding purchase payment, five days after its
receipt if the application has not, by that time, been properly
completed.

A payment is credited to a Contract on the date IDS Life receives a
properly completed application along with the purchase payment. 
Interest is earned the next day.  IDS Life then issues a Contract
and confirms the purchase payment in writing.

When an initial purchase payment is made under an application, or
when additional purchase payments or transfers are made, the owner
allocates the payment to one or more subaccounts then offered by
IDS Life.  The minimum amount the owner may allocate to a
subaccount is $2,000 or, in the case of a transfer, the entire
subaccount accumulation value if less than $2,000.  The owner has a
subaccount for each guarantee period to which an initial purchase
payment is allocated.  The owner also has a subaccount for each
guarantee period to which an additional purchase payment is
allocated or to which a transfer of all or a portion of an existing
subaccount is made.  Each subaccount is distinguished by the
guarantee period and the date the guarantee period begins.

Right to Cancel

The owner has the right to cancel the Contract within 10 days after
receipt of the Contract and receive a refund of the entire purchase
payment.  For cancellation to be effective, mailing or delivery of
notice of cancellation must be made in writing to IDS Life's Home
Office at IDS Tower 10, Minneapolis, Minnesota 55440-0010.

Guarantee Periods

The owner selects guarantee periods from among those offered by IDS
Life.  As of the date of this prospectus, IDS Life is offering
guarantee periods with annual durations from one to 10 years;
however, the guarantee periods IDS Life offers in the future could
be different.  The guarantee period selected will determine the
guarantee rate.  The purchase payment (less surrenders made and
less applicable premium taxes, if any) or any transfer will earn
interest at this guarantee rate during the entire guarantee period. 
All interest earned will be credited daily; this compounding effect
is reflected in the guarantee rate.

Below is an illustration of how IDS Life will credit interest
during the guarantee period.  For the purpose of this example, IDS
Life has made the assumptions as indicated.

<PAGE>
PAGE 14
Example of Guarantee Rate

Beginning Subaccount Accumulation Value: $50,000 
Guaranteed Period: 10 years 
Guarantee Rate: 5 percent Annual Effective Rate  

                 Interest Credited         Cumulative Interest
Year               During Year          Credited to the Account
     
 1                 $2,500.00                  $ 2,500.00
 2                  2,625.00                    5,125.00
 3                  2,756.25                    7,881.25
 4                  2,894.06                   10,775.31
 5                  3,038.77                   13,814.08
 6                  3,190.70                   17,004.78
 7                  3,350.24                   20,355.02
 8                  3,517.75                   23,872.77
 9                  3,693.64                   27,566.41
10                  3,878.32                   31,444.73

Guaranteed Accumulation Value at the End of 10 Years is: 
$50,000 + $31,444.73 = $81,444.73

Note:  This example assumes no surrenders of any amount during the
entire ten-year period.  A market value adjustment applies and a
surrender charge may apply to any interim surrender in excess of
the free withdrawal amount (See Surrenders, Free Withdrawals and
Systematic Withdrawals).  The hypothetical interest rates are
illustrative only and are not intended to predict future interest
rates to be declared by IDS Life.  Actual interest rates declared
for any given time may be more or less than those shown.

End of a Subaccount Guarantee Period - When a subaccount guarantee
period ends, a new guarantee period will begin.  IDS Life will
transfer the owner's subaccount accumulation value to a new
subaccount without applying a market value adjustment.  At the end
of a guarantee period, or during the first ten days of the new
subaccount guarantee period, the owner also will be able to totally
or partially surrender the subaccount accumulation value without
market value adjustment or surrender charge.  However, such a
surrender will be subject to federal income tax and may be subject
to a federal penalty tax.  Surrenders from certain tax qualified
Contracts also may be subject to 20 percent income tax withholding. 
If the owner surrenders less than the entire subaccount
accumulation value, at least $1,000 must remain in the subaccount.

IDS Life will mail the owner a notice twenty-one calendar days
before the guarantee period ends to remind the owner to select a
new guarantee period.  If IDS Life does not receive the written
selection request within ten calendar days after the guarantee
period ends, the new guarantee period will be one year.  The new
guarantee period will never extend beyond the settlement date.  For
example, if the annuitant is age 62 at the end of a guarantee 
<PAGE>
PAGE 15
period and the settlement date is the annuitant's age 65, a
three-year guarantee period is the maximum guarantee period that
may be selected under the Contract.

The accumulation value transferred to the new subaccount is
guaranteed by IDS Life's general assets and will earn interest at a
guarantee rate that IDS Life has declared for the guarantee period. 
This guarantee rate may be higher or lower than previous guarantee
rates.  IDS Life may declare new schedules of guaranteed interest
rates as frequently as daily.

At the owner's written request, IDS Life will provide notice of the
guarantee rate that applies to a specific guarantee period.  The
owner also may call IDS Life to inquire about guarantee rates.

Establishment of Guarantee Rates - The guaranteed rate of interest
for a chosen guarantee period will be known at the time a purchase
payment is received or a transfer is made.  IDS Life will send the
owner a confirmation that will show the amount paid or transferred
and the applicable guarantee rate.  When one subaccount guarantee
period ends and another begins, IDS Life will establish a guarantee
rate for the new period that is equal to or greater than the rate
credited on new comparable purchase payments at the time.  The
minimum guarantee rate established by IDS Life will always be at
least 3 percent per year.

IDS Life has no specific formula for determining the rates of
interest that it will declare as guarantee rates in the future. 
IDS Life will declare the guarantee rates from time to time based
on its analysis of current market conditions. (See Investments by
IDS Life).  In addition, IDS Life also may consider various other
factors in determining guarantee rates for a given period,
including: regulatory and tax requirements; sales commission and
administrative expenses; general economic trends; and competitive
factors.  IDS Life management will make the final determination as
to the guarantee rates to be declared.  IDS Life cannot predict or
guarantee future guarantee rates above the 3 percent rate.

Surrenders, Free Withdrawals and Systematic Withdrawals

General - Subject to certain tax law and retirement plan
restrictions noted below, total and partial surrenders may be made
under a Contract at any time.

In the case of all surrenders, the accumulation value will be
reduced by the amount surrendered on the surrender date and that
amount will be payable to the owner.  The accumulation value also
will be reduced by any applicable surrender charge and either
reduced or increased by any market value adjustment applicable to
the surrender.  IDS Life will, on request, inform the owner of the
amount payable in a total or partial surrender.  Any total or
partial surrender may be subject to tax and tax penalties and
surrenders from certain tax qualified Contracts may be subject to
20 percent income tax withholding. (See Federal Tax
Considerations).<PAGE>
PAGE 16
Tax-Sheltered Annuities - The Code imposes certain restrictions on
an owner's right to receive early distributions attributable to
salary reduction contributions from a Contract purchased for a
retirement plan qualified under Section 403(b) of the Code as a
TSA.

Distributions attributable to salary reduction contributions made
after Dec. 31, 1988, plus the earnings on them, or to transfers or
rollovers of such amounts from other contracts may be made from the
TSA Contract only if the owner has attained age 59-1/2, has become
disabled as defined in the Code, has separated from the service of
the employer that purchased the Contract or has died.

Additionally, if the owner should encounter a financial hardship
(within the meaning of the Code), he or she may receive a
distribution of all Contract values attributable to salary
reduction contributions made after Dec. 31, 1988, but not of the
earnings on them.

Even though a distribution may be permitted under these rules
(e.g., for hardship or after separation from service), it may
nonetheless be subject to a 10 percent IRS penalty tax (in addition
to income tax) as a premature distribution and to 20 percent income
tax withholding. (See Federal Tax Considerations).

These restrictions do not apply to transfers of Contract values to
another TSA investment vehicle available through the employer.

Free Withdrawal Amounts - Each Contract year, the owner may
surrender or transfer free withdrawal amounts.  These free
withdrawal amounts are not subject to either a surrender charge or
a market value adjustment.  However, they are subject to federal
income tax and may be subject to a federal penalty tax and, if made
from certain tax qualified Contracts, to 20 percent income tax
withholding.  Free withdrawal amounts are calculated separately for
each subaccount.  From the time a subaccount is established by
payment or transfer up to the next Contract anniversary, the free
withdrawal amount is 10 percent of the subaccount payment or
transfer.  During each Contract year thereafter, the free
withdrawal amount is 10 percent of the prior Contract anniversary
subaccount accumulation value.

Systematic Withdrawals - The owner may establish systematic
withdrawals of amounts up to the free withdrawal amount by written
request or other method acceptable to IDS Life.  The minimum
systematic withdrawal amount from the Contract is $100, and these
withdrawals can be made on a monthly, quarterly, semi-annual or
annual basis.  The owner may designate the systematic withdrawal to
be made from the Contract in one of the following ways:

o   withdrawing interest earnings up to the free withdrawal amount
    from each subaccount over the systematic withdrawal period;

o   withdrawing the entire free withdrawal amount over the
    systematic withdrawal period; or
<PAGE>
PAGE 17
o   withdrawing a specific dollar amount less than the free
    withdrawal amount.  Under this option, the specific dollar
    amount will be withdrawn on a pro-rata basis from all the
    subaccounts in which the owner has a balance, unless the owner
    instructs otherwise.

The minimum Contract accumulation value required to begin
systematic withdrawals is $5,000.  The owner may start or stop this
service at any time, but must give IDS Life 30 days' notice to
change any systematic withdrawal instructions that are currently in
place.

Systematic withdrawals may result in taxes, tax penalties and 20
percent income tax withholding being applied to all or a portion of
the amount withdrawn.  The owner should consult a tax advisor
regarding the tax consequences of systematic withdrawals.

Partial Surrenders - The minimum Contract accumulation value the
owner may surrender is $1,000 (except for free withdrawal amounts
and systematic withdrawals as explained above).  The minimum
balance in a subaccount after surrender is $1,000.

The owner may make a surrender by written request.  This request
must specify the subaccount(s) from which the surrender is to be
made and the surrender amount.  A partial surrender request not
exceeding $40,000 also may be made by telephone.  IDS Life has the
authority to honor any telephone partial surrender request believed
to be authentic and will use reasonable procedures to confirm that
they are.  This includes asking identifying questions and tape
recording calls.  As long as reasonable procedures are followed,
neither IDS Life nor its affiliates will be liable for any loss
resulting from fraudulent requests.  At times when the volume of
telephone requests is unusually high, IDS Life will take special
measures to ensure that calls are answered as promptly as possible. 
A telephone surrender request will not be allowed within 30 days of
a phoned-in address change.

The owner may request the net check amount that he or she wishes to
receive.  IDS Life will determine how much accumulation value needs
to be surrendered to yield the net check amount after any
applicable market value adjustments and surrender charge
deductions.

Total Surrenders - IDS Life will compute the value of the Contract
at the close of business after receipt of the owner's request for a
complete surrender.  A Contract terminates upon total surrender. 
IDS Life may request return of the Contract prior to a total
surrender.

Payment on Surrender - IDS Life may defer payment of any partial or
total surrender for a period not exceeding 6 months from the date
it receives the owner's notice of surrender or the period permitted
by state insurance law, if less.  Only under extraordinary
circumstances will IDS Life defer a surrender payment more than 7
days.  If payment is deferred for more than 30 days, IDS Life will 
<PAGE>
PAGE 18
pay annual interest of at least 3 percent on the amount deferred. 
While all circumstances under which IDS Life could defer payment
upon surrender may not be foreseeable at this time, such
circumstances could include, for example, IDS Life's inability to
liquidate assets due to a general financial crisis.  IDS Life will
notify the owner in writing if it intends to withhold payment more
than 30 days.

Surrender at the End of a Guarantee Period - A subaccount surrender
at the end of the guarantee period or during the first ten days of
the new guarantee period will not incur a surrender charge or
market value adjustment, nor will it reflect any interest earned
during this ten day period.

Surrender Charge

A surrender charge may be assessed on any total or partial
surrender of purchase payments that have been in the Contract for
less than eight Contract years unless the surrender occurs on the
last day of a subaccount guarantee period or during the first ten
days of the new subaccount guarantee period.  Surrender charges are
calculated separately for each subaccount.  The surrender charge
depends on the number of Contract years a purchase payment to a
subaccount has been in the Contract.  The surrender charge
decreases each year on the Contract anniversary date.  There are no
surrender charges for payments that have been in the Contract for
eight or more Contract years.

The surrender charge is determined by multiplying the applicable
surrender charge percentage by the subaccount market adjusted value
in excess of the free withdrawal amount.  The surrender charge
percentages are as follows:  

        Contract Years Since         Surrender Charge
        Payment Received             Percentage     
               1                        7%
               2                        6
               3                        5
               4                        4
               5                        3
               6                        2
               7                        1
               8 or more                0

For an example of how the surrender charge is calculated for the
total surrender of a subaccount, please see Appendix A.

No Surrender Charge - There will be no surrender charge for:

o   exercise of the cancellation right;

o   free withdrawal amounts;

o   payments that have been in the Contract for eight or more
    Contract years;
<PAGE>
PAGE 19
o   transfers between subaccounts;

o   surrenders from a subaccount at the end of its guarantee
    period and during the first ten days of the new subaccount
    guarantee period;

o   application of the accumulation value to provide annuity
    payments using an annuity payment plan; or

o   death benefits.

In some cases, such as when an employer makes this annuity
available to employees, IDS Life may expect to incur lower sales
and administrative expenses or perform fewer services due to the
size of the group, the average contribution and the use of group 
enrollment procedures.  Then IDS Life may be able to reduce or
eliminate surrender charges.  However, IDS Life expects this to
occur infrequently.

Transfers

The owner may transfer the accumulation value from an existing
subaccount to a new subaccount at any time before the settlement
date.  A subaccount must have been established for at least one
calendar year before the owner can make a transfer from it.  IDS
Life will not charge a fee for these transfers.  However, the
transfers are subject to a market value adjustment.

For transfers before the end of a guarantee period, there will be a
market value adjustment to the accumulation value in excess of the
free withdrawal amount.  There will not be a market value
adjustment for transfers at the end of a guarantee period.

The minimum accumulation value the owner may transfer is $2,000 or
the entire subaccount accumulation value, if less.  The owner may
transfer less than the entire subaccount accumulation value only if
a minimum accumulation value of $1,000 remains in the subaccount
after the transfer.

The owner may make a transfer by written request.  This request
must specify the subaccount from which the transfer is to be made
and the amount of the transfer if it is less than the entire
subaccount accumulation value.  The request must also specify the
length of the new guarantee period.

Market Value Adjustment

The subaccount accumulation value, including the interest credited,
is guaranteed if the value is held in the subaccount until the end
of the guarantee period.  However, IDS Life will apply a market
value adjustment if a surrender or transfer occurs prior to the end
of the guarantee period.

<PAGE>
PAGE 20
A market value adjustment is a positive or negative adjustment of
the subaccount accumulation value.  The market value adjustment
reflects the relationship, at the time of surrender or transfer,
between the subaccount guarantee rate and the interest rate IDS
Life then is crediting on purchase payments or transfers made to
new subaccounts with guarantee periods of the same duration as the
time remaining in the subaccount guarantee period.

The market adjusted value is the subaccount accumulation value (in
excess of the free withdrawal amount) adjusted by the market value
adjustment, plus the free withdrawal amount.  A subaccount's market
adjusted value may be lower or higher than its accumulation value.

For example, assume the owner made a purchase payment to a
subaccount with a guarantee period of 10 years and a guarantee rate
of 4.5 percent annually.  Assume that after 3 years the owner
decides to surrender the value of that subaccount (with 7 years
left in the subaccount guarantee period).  If, at the time of
surrender, the guarantee rate IDS Life is crediting on subaccounts 
with 7-year guarantee periods is 5 percent, the market adjusted
value will be lower than the accumulation value.  On the other
hand, if the current guarantee rates on subaccounts with 7-year
guarantee periods is 4 percent, the market adjusted value will be
higher than the accumulation value.

Determining the Market Value Adjustment - The market value
adjustment is determined by:

o   Calculating the subaccount accumulation value to be adjusted. 
    This is the amount to be surrendered or transferred from the
    subaccount;

o   Calculating the market adjusted value of that accumulation
    value using the market adjusted value formula below; and

o   Subtracting the accumulation value from the market adjusted
    value.

Market Adjusted Value Formula:

Market Adjusted Value = [(AVc - FWA) X F] + FWA
where:

AVc =   the subaccount accumulation value to be surrendered or
        transferred

FWA     =     free withdrawal amount

F       =           (1 + ig)(N + t)    
               _____________________
                (1 + ic + .0025)(N + t)

<PAGE>
PAGE 21
where:

ig     =    the subaccount guarantee rate

N      =    the number of complete years to the end of the
            guarantee period for the subaccount

t      =    the fraction of a year remaining to the end of the
            guarantee period (for example, if 180 days remain in
            a 365 day year, t would be .493 for the subaccount)

ic     =    the subaccount guarantee rate IDS Life then is
            crediting on purchase payments or transfers made to
            new subaccounts with guarantee periods of the same
            duration as the time remaining in the subaccount
            guarantee period (straight line interpolation
            between whole year rates.  If N is zero, ic is the
            rate for a one year guarantee period)

For an illustration showing an upward and downward market value
adjustment, please see Appendix B.

No Market Value Adjustment - There will be no market value
adjustment for:

o   exercise of the cancellation right;

o   free withdrawal amounts;

o   surrenders or transfers from a subaccount at the end of its
    guarantee period and during the first ten days of the new
    subaccount guarantee period;

o   application of the accumulation value to provide annuity
    payments using an annuity payment plan; or

o   death benefits.

Premium Taxes

IDS Life reserves the right to deduct an amount from the
accumulation value of the Contract at the time that any applicable
premium taxes not previously deducted are payable.  If a tax is
payable at the time of the purchase payment and IDS Life chooses
not to deduct it at that time, it further reserves the right to
deduct it at a later date.  Current premium taxes range in an
amount up to 3.5 percent depending on jurisdiction.

Death Benefit Prior to Settlement

If the annuitant or owner dies before the settlement date while the
Contract is in force, the death benefit payable to the beneficiary
will equal the accumulation value as determined at the next close
of business after IDS Life's death claim requirements are
fulfilled.
<PAGE>
PAGE 22
If the Spouse is Sole Beneficiary or Co-Owner - If the owner or
co-owner dies before the settlement date and the spouse is the only
beneficiary or co-owner, the spouse may keep the Contract as owner. 
To do this, the spouse must, within 60 days after IDS Life receives
proof of death, give IDS Life written instructions to keep the
Contract in force. 

Tax qualified Plans - If the Contract is purchased under a plan
qualified under Code Section 401 (including 401(k)), a TSA plan, a
plan eligible under Code Section 457, a custodial or trusteed plan,
or as an IRA or a SEP/IRA and IDS Life receives proof of the
annuitant's death before the settlement date, IDS Life will pay the
beneficiary the death benefit described above.  If the annuitant
dies before reaching age 70-1/2 and the spouse is the only
beneficiary, the spouse may keep the Contract in force until the
date on which the annuitant would have reached 70-1/2 or such other
date as permitted by the Code.  To do this, the spouse must, within
60 days after IDS Life receives proof of death, give IDS Life
written instructions to keep the Contract in force.

Paying the Beneficiary - Unless the owner has given other written
instructions, IDS Life will pay the beneficiary in a single
payment.  Payment from a tax qualified Contract (except an IRA or
SEP/IRA) made to a surviving spouse instead of being directly
rolled over to an IRA may be subject to 20 percent income tax
withholding.  The beneficiary may elect to receive this payment at 
any time within 5 years after the date of death.  Instead of a
single payment, IDS Life may make payments under any annuity
payment plan available under this Contract if:

o   the beneficiary elects the plan in writing within 60 days
    after IDS Life receives proof of death;

o   payments begin no later than one year after death; and

o   the plan provides payments over a period that does not extend
    beyond the beneficiary's life or life expectancy.

Death Benefit After Settlement

If the annuitant dies after settlement, the amount payable, if any,
will be as provided in the annuity payment plan then in effect.

Statement

Prior to the settlement date, at least annually, IDS Life will send
a statement showing a summary of the Contract.

Electing the Settlement Date and Annuity Payment Plan

A settlement date is established when the owner applies for the
Contract.  The settlement date may be changed, but any such change
must be made in writing and received by IDS Life at least 30 days
prior to the scheduled settlement date.  The settlement date cannot
be later than the latest of:
<PAGE>
PAGE 23
o   the Contract anniversary nearest the annuitant's 85th
    birthday; or

o   the 10th Contract anniversary.

Annuity Payments - The first payment will be made as of the
settlement date.  Once annuity payments have started for an
annuitant, no surrender of the annuity benefit can be made for the
purpose of receiving a lump sum in lieu of payments.

Annuity Payment Plans - On the settlement date, the owner may
receive a lump sum payment of the surrender value (see Surrenders, 
Free Withdrawals and Systematic Withdrawals) or begin receiving
annuity payments.  If a lump sum payment is made from a tax
qualified Contract (except an IRA or SEP/IRA), 20 percent income
tax withholding may apply.  There are different ways to receive
annuity payments called payment plans.  The owner may elect one of
these payment plans, or another payment arrangement to which IDS
Life agrees, by giving IDS Life written notice at least 30 days
before the settlement date.  In the absence of an election, IDS
Life will make annuity payments according to Plan B with payments
guaranteed for ten years.

If the amount to be applied to a payment plan is not at least
$2,000 or if payments are to be made to other than a natural
person, IDS Life has the right to make a lump sum payment of the
surrender value.

o   Plan A - This provides monthly annuity payments for the
    lifetime of the annuitant.  No payments will be made after the
    annuitant dies.

o   Plan B - This provides monthly annuity payments for the
    lifetime of the annuitant with a guarantee by IDS Life that
    payments will be made for a period of at least 5, 10 or 15
    years.  The owner must select the guaranteed period.

o   Plan C - This provides monthly annuity payments for the
    lifetime of the annuitant with a guarantee by IDS Life that
    payments will be made for a certain number of months.  IDS
    Life determines the number of months by dividing the
    accumulation value applied under this plan by the amount of
    the monthly annuity payment.

o   Plan D - This is a Joint and Survivor life annuity.  Monthly
    payments will be paid for the lifetime of the annuitant and a
    joint annuitant.  When either the annuitant or joint annuitant
    dies, IDS Life will continue to make monthly payments for the
    lifetime of the survivor.  No payments will be made after the
    death of both the annuitant and joint annuitant.

o   Plan E - This provides monthly fixed dollar annuity payments
    for a period of years.  The period of years may be no less
    than 10 or more than 30.

<PAGE>
PAGE 24
The Contract provides for annuity payments on a fixed basis only. 
The amount of each annuity payment will not change during the
annuity payment period.  The amount of the annuity payment will
depend on:

o   the annuity table IDS Life then is using for annuity
    settlements (never less than the table guaranteed in the
    Contract);

o   the annuitant's age; and

o   the annuity payment plan selected.

The tables for Plans A, B, C and D are based on the "1983
Individual Annuitant Mortality Table A" and an assumed rate of 4
percent per year.  The table for Plan E is based on an interest
rate of 4 percent.  IDS Life may, at its discretion, if mortality
appears more favorable and interest rates justify, apply other
tables that will result in higher monthly payments.

Restrictions for Some Tax qualified Plans - If the Contract was
purchased under a plan qualified under Code Section 401( including
401(k)), a TSA plan, a plan eligible under Code Section 457, a
custodial or trusteed plan, or as an IRA or a SEP/IRA, the owner
must elect a payment plan that provides for payments:

o   during the life of the annuitant;

o   during the joint lives of the annuitant and beneficiary;

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

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

Reference also must be made to the terms of the tax qualified plan
and applicable law for any limitations or restrictions on the
settlement date or annuity payment plan that may be selected.   

Investments by IDS Life

Assets of IDS Life must be invested in accordance with requirements
established 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.  All claims
by purchasers of the Contracts, and other general account products,
will be funded by the general account.

<PAGE>
PAGE 25
IDS Life intends to construct and manage the investment portfolio
using a strategy known as "immunization."  Immunization seeks to
lock in a defined return on the pool of assets versus the pool of
liabilities over a specified time horizon.  Since the return on the
assets versus the liabilities is locked in, it is "immune" to any
potential fluctuations in interest rates during the given time. 
Immunization is achieved by constructing a portfolio of assets with
a price sensitivity to interest rate changes (i.e., price duration)
that is essentially equal to the price duration of the
corresponding portfolio of liabilities.  Portfolio immunization
provides flexibility and efficiency to IDS Life in creating and
managing the asset portfolio, while still assuring safety and
soundness for funding liability obligations.

IDS Life's investment strategy will incorporate the use of a
variety of debt instruments having price durations tending to match
the applicable guaranteed interest periods.  These instruments
include, but are not necessarily limited to, the following:

    o   Securities issued by the U.S. government or its agencies
        or instrumentalities, which issues may or may not be
        guaranteed by the U.S. government;

    o   Debt securities that have an investment grade, at the
        time of purchase, within the four highest grades assigned
        by the nationally recognized rating agencies;

    o   Debt instruments that are unrated, but which are deemed
        by IDS Life to have an investment quality within the four
        highest grades;

    o   Other debt instruments, which are rated below investment
        grade, limited to 10 percent of assets at the time of
        purchase; and

    o   Real estate mortgages, limited to 30 percent of portfolio
        assets at the time of acquisition.

In addition, options and futures contracts on fixed income
securities will be used from time to time to achieve and maintain
appropriate investment and liquidity characteristics on the overall
asset portfolio.

While this information generally describes our investment strategy,
we are not obligated to follow any particular strategy except as
may be required by Federal law and Minnesota and other state
insurance laws.

Amendment of Contracts 

IDS Life reserves the right to amend the Contracts to meet the
requirements of applicable federal or state laws or regulations. 
IDS Life will notify the owner of the Contract in writing of any
such amendments.   

<PAGE>
PAGE 26
Distribution of Contracts 

IDS Life is the principal underwriter for the Contracts.  IDS Life
is registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (1934 Act) as a broker-dealer and
is a member of the National Association of Securities Dealers, 
Inc.  IDS Life may enter into Distribution Agreements with certain
broker-dealers registered under the 1934 Act.  IDS Life will pay a
maximum commission of 5 percent for the sale of a Contract.  In the
future, IDS Life may pay a commission on an election of a
subsequent guarantee period by an owner or when an owner maintains
a Contract in force.

Assignment of Contracts 

The owner may change ownership of the Contract at any time by
filing a change of ownership with IDS Life at its home office.  No
change of ownership will be binding upon IDS Life until it receives
and records the change.  IDS Life takes no responsibility for the
validity of the change.  If the Contract is purchased under a tax
qualified plan, 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 IDS Life; provided, however, that
if the owner is a trustee or custodian, or an employer acting in a
similar capacity, ownership of a Contract may be transferred to the
annuitant.

The value of any part of a non-tax qualified Contract assigned or
pledged is taxed like a surrender to the extent allocable to
investment in annuity contracts after Aug. 13, 1982.

Transfer of a non-tax qualified Contract to another person without
adequate consideration is considered a gift and the transfer will
be considered a surrender of the Contract for federal income tax
purposes.  The income in the Contract will be taxed to the
transferor who may be subject to the 10 percent IRS penalty tax for
early withdrawal.  The transferee's investment in the Contract will
be the value of the Contract at the time of the transfer.  The
owner should consult with a tax advisor before taking any action.

Federal Tax Considerations

Under current law, there is no liability for federal income tax on
any increase in the Contract's value until payments are made
(except for change of ownership discussed above in "Assignment of
Contracts").  However, since federal tax consequences cannot always
be anticipated, the owner should consult a tax advisor regarding
any questions about the taxation of the Contract.

The owner is not taxed on the investment in the Contract.  The
investment in the Contract generally includes purchase payments
made into the Contract with after-tax dollars.  If the investment
in the Contract was made by or on behalf of the owner with pre-tax 
<PAGE>
PAGE 27
dollars as part of a tax qualified retirement plan, such amounts
are not considered to be part of the investment in the Contract and
will be taxed when payment is made.

If the owner surrenders part or all of the Contract or takes a free
withdrawal amount, the owner will be taxed on the payments
received, to the extent that the value of the Contract exceeds the
investment in the Contract, and the owner may have to pay an IRS
penalty tax for early withdrawal.

A portion of each annuity payment under a non-tax qualified
Contract will be subject to tax and a portion of each payment will
be considered to be part of the investment in the Contract and will
not be taxed.  All amounts received after the investment in the
Contract is recovered will be subject to tax.  All annuity payments
from a tax qualified Contract, for example an IRA, TSA or a plan
eligible under Code Section 457, generally will be subject to
taxation except to the extent that the contributions were made with
after-tax dollars.

Unlike life insurance proceeds, the death benefit under a Contract
is not tax exempt.  The gain, if any, is taxable as ordinary income
to the beneficiary in the year(s) he or she receives the payments.

Tax law requires that all non-tax qualified deferred annuity
contracts issued by the same company to the same contract owner
during a calendar year are to be treated as a single, unified
contract.  The amount of income included and taxed in a
distribution (or a transaction deemed a distribution under tax law)
taken from any one of such contracts is determined by summing all
such contracts.

The income earned on a Contract held by such entities as
corporations, partnerships or trusts generally will be treated as
ordinary income received during that year.

A 10 percent IRS penalty tax may apply on any amount includible in
ordinary income.  This penalty will not apply to any amount
received:

o   after the owner reaches age 59-1/2;

o   after the owner dies;

o   after the owner becomes disabled (as defined in the Code);

o   as a distribution that is part of a series of substantially
    equal periodic payments over the life or life expectancy of
    the owner (or joint lives or life expectancies of the owner
    and beneficiary); or

o   if it is allocable to an investment before Aug. 14, 1982
    (except for Contracts in tax qualified plans).

<PAGE>
PAGE 28
These are the major exceptions to the 10 percent IRS penalty tax. 
Additional exceptions may apply depending upon whether or not the
Contract is tax qualified.

For tax qualified Contracts, other penalties apply if a Contract
bought under a plan is surrendered before the plan specifies that
payments can be made under the plan.

If the owner receives all or part of the Contract value from a tax
qualified annuity (except an IRA or SEP/IRA), mandatory 20 percent
income tax withholding generally 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 owner 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 owner (or joint lives or life expectancies
    of the owner and beneficiary) or made over a period of 10
    years or more; or

o   the payment is a minimum distribution required under the Code.

These are the major exceptions to the mandatory 20 percent income
tax withholding.  Payments made to a surviving spouse instead of
being directly rolled over to an IRA may be subject to 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 owner's distribution
unless he or she elects otherwise.  State withholding also may be
imposed on taxable distributions.

IDS Life will send the owner and/or annuitant, as appropriate, a
tax statement for any year that a taxable distribution from the
Contract is received.

The Contract is intended to qualify as an annuity for federal
income tax purposes.  To that end, the provisions of the Contract
are to be interpreted to ensure or maintain such tax qualification,
notwithstanding any other provisions of the Contract.  We reserve
the right to amend the Contract to reflect any clarifications that
may be needed or are appropriate to maintain such qualification or 
to conform the Contract to any applicable changes in the tax
qualification requirements.  We will send you a copy of any such
amendments.

This discussion of federal tax laws is based upon IDS Life's
understanding of these laws as they are currently interpreted. 
Either federal tax laws or current interpretations of them may
change.  Please consult a tax advisor concerning specific
circumstances.<PAGE>
PAGE 29
The Company

Business

IDS Life is a stock life insurance company organized in 1957 under
the laws of the State of Minnesota.  IDS Life is a wholly owned
subsidiary of American Express Financial Corporation, which is a
wholly owned subsidiary of American Express Company.  IDS Life acts
as a direct writer of insurance policies and annuities and as the
investment manager of various investment companies.  IDS Life is
licensed to write life insurance and annuity contracts in 49 states
and the District of Columbia.  The headquarters of IDS Life is IDS
Tower 10, Minneapolis, MN 55440-0010.

Selected Financial Data

The following selected financial data for IDS Life and its
subsidiaries should be read in conjunction with the consolidated
financial statements and notes included in the prospectus beginning
on page.
   <TABLE><CAPTION>
                                                     Years ended Dec. 31, (Thousands)
                                         1994         1993          1992          1991          1990
<S>                               <C>          <C>           <C>           <C>           <C>        
Premiums                          $   144,640   $  127,245    $  114,379   $   102,338    $   89,749
Net investment income               1,781,873    1,783,219     1,616,821     1,422,866     1,204,934
Net gain (loss) on investments         (4,282)      (6,737)       (3,710)       (5,837)        1,022
Other                                 384,105      304,344       240,959       198,344       165,742
Total revenues                      2,306,336    2,208,071     1,968,449     1,717,711     1,461,447
Income before income taxes            512,512      412,726       315,821       259,467       227,742
Net income                         $  336,169  $   270,079   $   211,170   $   182,037   $   157,748
Total assets                      $33,747,543  $33,057,753   $27,295,773   $22,558,809   $18,088,351
</TABLE>    
Management's Discussion and Analysis of Consolidated Financial
Condition and Results of Operations

Results of Operations
   
1994 Compared to 1993:  Consolidated net income increased 24
percent to $336 million in 1994, compared to $270 million in 1993. 
Earnings growth resulted primarily from increases in spread income,
policyholder and contractholder charges, and management fees. 
These increases reflect higher average insurance and annuities in
force during 1994.  For the full year, investment margins were
comparable to 1993 levels, although investment margins for the
fourth quarter of 1994 were below prior year levels.  It is
expected that this trend will continue through the first half of
1995.  As a result, the growth in 1995 earnings is expected to be
less than that experienced in 1994.

Consolidated income before income taxes totaled $513 million in
1994, compared with $413 million in 1993.  In 1994, $123 million
was from the life, disability income, health and long-term care
insurance segment, compared with $104 million in 1993.  In 1994,
$394 million was from the annuity segment, compared with $315
million in 1993.  There was a $4.3 million net loss on investments
in 1994, compared with a net loss on investments of $6.7 million in
1993.   
<PAGE>
PAGE 30
Total premiums received increased to $5.7 billion in 1994, compared
with $5.3 billion in 1993.  This increase is primarily due to
continued strong sales of variable annuities.  In addition, IDS
Life 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 $2.3 billion in 1994, compared with
$2.2 billion in 1993.  The increase is primarily due to increases
in policyholder and contractholder charges, and management fees. 
Net investment income, the largest component of revenues, was
basically unchanged from the prior year, reflecting a slight
increase in total investments offset by a decrease in the rate
earned on those investments.

Policyholder and contractholder charges, which consist primarily of
cost of insurance charges on universal life-type policies,
increased 19 percent to $220 million in 1994, compared with $184
million in 1993.  This increase reflects higher total life
insurance in force which grew 14 percent to $52.7 billion at
Dec. 31, 1994.

Management and other fees increased 37 percent to $164 million in
1994, compared with $120 million in 1993.  This is primarily due to
an increase in assets held in segregated asset accounts, which grew
21 percent to $10.9 billion at Dec. 31, 1994, resulting from strong
sales of variable products.  IDS Life provides investment
management services for the mutual funds used as investment options
for variable annuities and variable life insurance.  IDS Life also
receives a mortality and expense risk fee from the segregated asset
accounts.
                                  
Total benefits and expenses decreased slightly to $1.8 billion in
1994.  The largest component of expenses, interest credited to
policyholder accounts for universal life-type insurance and
investment contracts, decreased to $1.2 billion.  This is primarily
due to a decrease in interest credited rates, partially offset by
higher aggregate amounts in force.

Amortization of deferred policy acquisition costs increased to $280
million in 1994, compared with $212 million in 1993.  This increase
is a result of a higher level of amortizable deferred costs and a
high level of surrenders as a result of an exchange plan announced
during the first quarter of 1994 and completed prior to the end of
1994.

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 decreased to $210 million in 1994, compared with $242
million in 1993.  This decrease primarily reflects a decrease in
amounts accrued for future guaranty association assessments.

SFAS No. 114, "Accounting by Creditors for Impairment of a Loan,"
and SFAS No. 118, "Accounting by Creditors for Impairment of a
Loan-Income Recognition and Disclosures," are effective Jan. 1,<PAGE>
PAGE 31
1995.  The new rules are not expected to have a material impact on
IDS Life's results of operations or financial condition.

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.   

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, IDS Life 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 investments 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.  IDS Life provides investment
management services for the mutual funds used as investment options
for variable annuities and variable life insurance.  IDS Life also
receives a mortality and expense risk fee from the segregated asset
accounts.
                                  
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<PAGE>
PAGE 32
cumulative adjustment driven by the long-term decrease in accrual
rates on fixed annuities.

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.

Risk Management

IDS Life primarily invests in fixed income securities, over a broad
range of maturities for the purpose of providing fixed annuity
clients with a competitive rate of return on their investments
while minimizing risk, and to provide a dependable and consistent
margin between the interest rate earned on investments and the
interest rate credited to clients' accounts.  IDS Life does not
invest in securities to generate trading profits.

IDS Life has an investment committee that holds regularly scheduled
meetings and, when necessary, special meetings.  At these meetings,
the committee reviews models projecting different interest rate
scenarios and their impact on profitability.  The objective of the
committee is to structure the investment security portfolio based
upon the type and behavior of products in the liability portfolio
so as to achieve targeted levels of profitability.

Rates credited to clients' accounts are generally reset at shorter
intervals than the maturity of underlying investments.  Therefore,
margins may be negatively impacted by increases in the general
level of interest rates.  Part of the committee's strategy includes
the purchase of some types of derivatives, such as interest rate
caps, for hedging purposes.  These derivatives protect margins by
increasing investment returns if there is a sudden and severe rise
in interest rates, thereby mitigating the impact of an increase in
rates credited to clients' accounts.

Liquidity and Capital Resources

The liquidity requirements of IDS Life are met by funds provided
from operations and investment activity.  The primary 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.

IDS Life has available lines of credit with three banks aggregating
$100 million, which are used strictly as short-term sources of
funds.  Borrowings outstanding under the agreements were $nil at
Dec. 31, 1994.  IDS Life also uses reverse repurchase agreements
for short-term liquidity needs.  There were no reverse repurchase
agreements outstanding at Dec. 31, 1994.

At Dec. 31, 1994, investments in fixed maturities comprised 87
percent of IDS Life's total invested assets.  Of the fixed maturity
portfolio, approximately 47 percent is invested in GNMA, FNMA and<PAGE>
PAGE 33
FHLMC mortgage-backed securities which are considered AAA/Aaa
quality.

At Dec. 31, 1994, approximately 8.9 percent of IDS Life'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.  IDS
Life has identified those fixed maturities for which a decline in
fair value is determined to be other than temporary, and has
written them down to fair value with a charge to earnings.

At Dec. 31, 1994, net unrealized depreciation on fixed maturities
held to maturity included $111 million of gross unrealized
appreciation and $686 million of gross unrealized depreciation. 
Net unrealized depreciation on fixed maturities available for sale
included $35 million of gross unrealized appreciation and $479
million of gross unrealized depreciation.    

At Dec. 31, 1994, IDS Life had an allowance for losses for mortgage
loans totaling $35 million and for real estate totaling $8 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.  IDS Life 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.  IDS Life has also
estimated the potential effect of future assessments on IDS Life's
financial position and results of operations and has established a
reserve for such potential assessments.

In the first quarter of 1995, IDS Life paid a $70 million dividend
to its parent.  In 1994, dividends paid to its parent were $165
million. 

The National Association of Insurance Commissioners has established
risk-based capital standards to determine the capital requirements
of a life insurance company based upon the risks inherent in its
operations.  These standards require the computation of a risk-
based capital amount which is then compared to a company's actual
total adjusted capital.  The computation involves applying factors
to various statutory financial data to address four primary risks:
asset default, adverse insurance experience, interest rate risk and
external events.  These standards provide for regulatory attention
when the percentage of total adjusted capital to authorized control
level risk-based capital is below certain levels.  As of Dec. 31,
1994, IDS Life's total adjusted capital was well in excess of the
levels requiring regulatory attention.
<PAGE>
PAGE 34
Segment Information

IDS Life'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.  IDS Life is not dependent upon any single customer and no
single customer accounted for more than 10 percent of revenue in
1994, 1993 or 1992.  (See Note 10, 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 IDS Life 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, 1994, traditional
life and universal life-type insurance in force aggregated $52.7
billion, of which $3.2 billion was reinsured. 
    
Reserves

In accordance with the insurance laws and regulations under which
IDS Life 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 IDS Life'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.")

Investments
   
Of IDS Life's consolidated total investments of $22.1 billion at
Dec. 31, 1994, 41 percent was invested in mortgage-backed
securities, 45 percent in corporate and other bonds, 11 percent in
primary mortgage loans on real estate, 1.8 percent in policy loans
and the remaining 1.2 percent in other investments.
    
Competition
   
IDS Life 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 1994 listing of the 50 largest
life insurance companies as ranked by assets, IDS Life ranked 
fifteenth.  Best's Insurance Reports, Life-Health edition, 1994,
assigned IDS Life one of its highest classifications, A+
(Superior).
    <PAGE>
PAGE 35
Employees
   
As of Dec. 31, 1994, IDS Life and its subsidiaries had 231
employees; including 177 employed at the home office in
Minneapolis, MN, and 54 employed at IDS Life Insurance Company of
New York located in Albany, NY.  The number of employees of these
companies decreased significantly in 1994 from previous years due
to a reorganization and reassignment of many employees to the
parent company, American Express Financial Corporation.
    
Properties

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

State Regulation

IDS Life 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 IDS Life'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 IDS Life's contract liabilities and reserves so that the
Minnesota Department of Commerce may certify that these items are
correct.  IDS Life'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 IDS Life's investment practices or policies.  In
addition, IDS Life is subject to regulation under the insurance
laws of other jurisdictions in which it operates.  A full
examination of IDS Life's operations is conducted periodically by
the National Association of Insurance Commissioners.

Under insurance guaranty fund laws, in most states, insurers doing
business therein can be assessed up to prescribed limits for
policyholder losses incurred by insolvent companies.  Most of these
laws do provide, however, that an assessment may be excused or
deferred if it would threaten an insurer's own financial strength.

Directors and Executive Officers*  

The members of the Board of Directors and the principal executive
officers of IDS Life, together with the principal occupation of
each during the last five years, are as follows:

Directors                                                         
   
Louis C. Fornetti, 45
Director since March 1994; senior vice president and director,
American Express Financial Corporation (AEFC), since February 1985.<PAGE>
PAGE 36
David R. Hubers, 52
Director since September 1989; president and chief executive
officer, AEFC, since August 1993, and director since January 1984.
Senior vice president, Finance and chief financial officer, AEFC,
from January 1984 to August 1993.

Richard W. Kling, 54
Director since February 1984; president since March 1994. 
Executive vice president, Marketing and Products from January 1988
to March 1994.  Senior vice president, AEFC, since May 1994. 
Director of IDS Life Series Fund, Inc. and member of the board of
managers of IDS Life Variable Annuity Funds A and B.

Paul F. Kolkman, 48
Director since May 1984; executive vice president since March 1994;
vice president, Finance from May 1984 to March 1994; vice
president, AEFC, since January 1987.

Peter A. Lefferts, 53
Director and executive vice president, Marketing since March 1994;
senior vice president and director, AEFC, since February 1986.

Janis E. Miller, 43
Director and executive vice president, Variable Assets since March
1994; vice president, AEFC, since June 1990.  Director, Mutual
Funds Product Development and Marketing, AEFC, from May 1987 to May
1990.  Director of IDS Life Series Fund, Inc. and member of the
board of managers of IDS Life Variable Annuity Funds A and B.

James A. Mitchell, 53
Chairman of the board since March 1994; director since July 1984;
chief executive officer since November 1986; president from July
1984 to March 1994; executive vice president, AEFC, since March
1994; director, AEFC, since July 1984; senior vice president, AEFC,
from July 1984 to March 1994.

Barry J. Murphy, 44
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, 37
Director and executive vice president, Assured Assets since March
1994; vice president, AEFC, since September 1988.

Melinda S. Urion, 41
Director and controller since September 1991; executive vice
president since March 1994; vice president and treasurer from
September 1991 to March 1994; corporate controller, AEFC, since
April 1994; vice president, AEFC, since September 1991; chief
accounting officer, AEFC, from July 1988 to September 1991.

Officers Other Than Directors                                      

Timothy V. Bechtold, 41
Vice president, Insurance Product Development, since May 1989.<PAGE>
PAGE 37
David J. Berry, 51
Vice president since October 1989.

Alan R. Dakay, 42
Vice president, Institutional Insurance Marketing, since
September 1991.  Vice President, Institutional Insurance Marketing,
AEFC, since May 1990.

Robert M. Elconin, 37
Vice president since March 1994.

Morris Goodwin Jr., 43
Vice president and treasurer since March 1994; vice president and
corporate treasurer, AEFC, since July 1989; chief financial officer
and treasurer, American Express Trust Company, from January 1988 to
July 1989.

Lorraine R. Hart, 43
Vice president, Investments, since March 1992; member of the
investment committee.  Vice president, Investments, AEFC, since
October 1989.  Vice president-Investments, IDS Certificate Company,
IDS Property Casualty Insurance Company, American Enterprise Life
Insurance Company and American Partners Life Insurance Company. 

Ryan R. Larson, 44
Vice president, Annuity Product Development, since September 1983. 
Vice president, IPG Product Development, AEFC, since July 1989;
qualified actuary, American Enterprise Life Insurance Company.

Mary O. Neal, 41
Vice president, Sales Support, since September 1990.

James R. Palmer, 49
Vice president, Taxes, since May 1989.  Vice president, Insurance
Operations, AEFC, since February 1987.

F. Dale Simmons, 57
Vice president, Real Estate Loan Management, since November 1993. 
Vice president, senior portfolio manager, Insurance Investments,
AEFC, since August 1990.  Vice president and assistant treasurer,
IDS Life of New York.

William A. Stoltzmann, 46
Vice president, general counsel and secretary since 1985; vice
president and assistant general counsel, AEFC, since November 1985.

*The address for all of the directors and principal officers is: 
IDS Tower 10, Minneapolis, MN  55440-0010.
    

Executive Compensation

Executive officers of IDS Life 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 1994 to IDS Life and
its affiliates.  The table also shows the total cash compensation<PAGE>
PAGE 38
paid to all executive officers of IDS Life, as a group, who were
executive officers at any time during 1994.
   <TABLE><CAPTION>
Name of individual                                    Cash
or number in group             Position held          compensation
<S>                            <C>                    <C>
Five most highly compensated
executive officers as a group:                        $2,231,979 

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

Alan R. Dakay                  Vice President,
                                Institutional Insurance Marketing

Lorraine R. Hart               Vice President,
                                Investments

Stuart A. Sedlacek             Exec. Vice President,
                                Assured Assets

Peter A. Lefferts              Exec. Vice President,
                                Marketing

All executive officers 
as a group (19)                                       $4,840,713
</TABLE>    
Security Ownership of Management 

IDS Life's directors and officers do not beneficially own any
outstanding shares of stock of IDS Life.  All of the outstanding
shares of stock of IDS Life are beneficially owned by its parent,
American Express Financial Corporation.  The percentage of shares
of American Express Financial Corporation owned by any director,
and by all directors and officers of IDS Life 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 IDS Life, 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 IDS Life.   

Experts 

The consolidated financial statements of IDS Life Insurance Company
at Dec. 31, 1994 and 1993, and for each of the three years in the
period ended Dec. 31, 1994, appearing in this Prospectus and
Registration Statement have been audited by Ernst & Young LLP,
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.
<PAGE>
PAGE 39
Appendix A

Total Surrender of a Subaccount

This example shows how surrender charges are calculated for the
total surrender of one subaccount.

Assumptions:

The Contract is dated January 15, 1994.  The Contract year is
January 15 to January 14 and the anniversary date is January 15th
each year.

Subaccount P is established with a $5,000 payment on July 1, 1995. 
The surrender charge percentages for Subaccount P will be:

Surrender Date            Surrender Charge Percentage 
7-1-95 to 1-14-96                     7%
1-15-96 to 1-14-97                    6
1-15-97 to 1-14-98                    5
1-15-98 to 1-14-99                    4
1-15-99 to 1-14-00                    3
1-15-00 to 1-14-01                    2
1-15-01 to 1-14-02                    1
January 15, 2002+                     0

The Subaccount P market adjusted value is transferred to Subaccount
Q on September 1, 1996.  The above surrender charge percentage date
limits do not change even though Subaccount P transferred to
Subaccount Q.

Subaccount Q is entirely surrendered November 4, 1999, when the
Subaccount Q accumulation value is $8,300.  Interest rates have
increased since Subaccount Q started.  The January 15, 1999 (prior
Contract anniversary) Subaccount Q accumulation value was $8,000.

Assume that the November 4, 1999 market adjusted value is $8,000. 
This includes the $800 free withdrawal amount (10 percent of the
January 15, 1998 Subaccount Q accumulation value) and an assumed
($300) negative market value adjustment due to interest rate
increases.

What is the Surrender Charge Amount?

The $8,000 market adjusted value less the $800 free withdrawal
amount is subject to a 3 percent surrender charge.  The surrender
charge is 3 percent of $7,200 which is $216.
<PAGE>
PAGE 40
What Net Amount does the Owner Receive?

The owner receives a net surrender check of $7,784 which is:

Subaccount Q Market adjusted value                     $8,000
(Which includes the $800 free withdrawal amount 
and the ($300) market value adjustment)

Less Subaccount Q surrender charge                     -  216

Net Subaccount Q surrender check                       $7,784
<PAGE>
PAGE 41
Appendix B

Market Value Adjustment Illustration

Assumptions: 
Contract Date:  January 1, 1994
Subaccount Established:  July 1, 1994
Purchase Payment: $50,000
Subaccount Guarantee Period: 10 Years
Subaccount Guarantee Rate: 4.5 percent effective annual yield

Market Value Adjustment Assumptions: These examples show how the
market value adjustment may affect your Contract subaccount values. 
The surrenders in these examples occur on July 1, 1995, one year
after the subaccount is established.  There are no previous
surrenders.

The subaccount accumulation value at the end of one year is
$52,250.  If there are no surrenders, the subaccount accumulation
value at the end of the 10-year guarantee period will be
$77,648.47.

The subaccount accumulation value on January 1, 1995, the Contract
anniversary, is: $50,000 x (1 + .045)(184/365) = $51,121.87.  The
free withdrawal amount for the next year is $5,112.19.  This free
withdrawal amount (10 percent of the Contract anniversary
subaccount accumulation value) is free of both market value
adjustment and surrender charge.

The market value adjustment reflects the relationship (at the time
of surrender) between the subaccount guarantee rate and the
interest rate IDS Life then is crediting on purchase payments or 
transfers made to new subaccounts with guarantee periods of the
same duration as the time remaining in the subaccount guarantee
period.  After one year, there are 9 years left of the 10-year
subaccount guarantee period.

Example I shows a downward market value adjustment.  Example II
shows an upward market value adjustment.  These examples do not
show the surrender charge (if any) which would be calculated
separtately after the market value adjustment.  Surrender charge
calculations are shown in Appendix A.

Market Adjusted Value Formula:

Market Adjusted Value = [(AVc - FWA) x F] + FWA
where:

AVc =   the subaccount accumulation value to be surrendered or
        transferred

FWA =   free withdrawal amount

F   =      (1 + ig)(N + t)    
         (1 + ic + .0025)(N + t)
<PAGE>
PAGE 42
where:

ig  =   the subaccount guarantee rate

N   =   the number of complete years to the end of the guarantee
        period for the subaccount

t   =   the fraction of a year remaining to the end of the
        guarantee period (for example, if 180 days remain in a
        365 day year, t would be .493 for the subaccount)

ic  =   the subaccount guarantee rate IDS Life then is crediting
        on purchase payments or transfers made to new subaccounts
        with guarantee periods of the same duration as the time
        remaining in the subaccount guarantee period (straight
        line interpolation between whole year rates.  If N is
        zero, ic is the rate for a one year guarantee period)

Example I - Downward Market Value Adjustment

A surrender results in a downward market value adjustment when
interest rates have increased.  Assume after one year, IDS Life is
crediting 5 percent for a new subaccount with a 9-year guarantee
period.  If the owner totally surrenders the subaccount, the market
adjusted value is:

[(AVc - FWA) x F] + FWA 

[($52,250.00 - $5,112.19) x  (1 + .045)9]+ 5,112.19 = $49,311.66
                         (1 + .05 + .0025)9]

The market value adjustment is a $2,938.34 reduction of the
accumulation value:

($2,938.34) = $49,311.66 - $52,250.00

Example II - Upward Market Value Adjustment

A surrender results in an upward market value adjustment when
interest rates have decreased.  Assume after one year, IDS Life is
crediting 4 percent for a new subaccount with a 9-year guarantee
period.  If the owner totally surrenders the subaccount, the market
adjusted value is:

[(AVc - FWA) x F] + FWA

[$52,250.00 - $5,112.19) x (1 + .045)9] +  $5,112.19 = $53,277.18 
                        (1 + .04 + .0025)9]

The market value adjustment is a $1,027.18 increase of the
accumulation value:

$1,027.18 = $53,277.18 - $52,250.00
<PAGE>
PAGE 43
IDS Life Financial Information

The financial statements shown below are those of the insurance
company and not those of IDS Life Account MGA.  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 annuity contracts.

                   IDS LIFE INSURANCE COMPANY
                   CONSOLIDATED BALANCE SHEETS
                          December 31,
<TABLE><CAPTION>
ASSETS                                                               1994                1993
                                                                            (thousands)
<S>                                                              <C>                 <C>
Investments:
  Fixed maturities:
      Held to maturity, at amortized cost (Fair value:
          1994, $10,694,800)                                     $11,269,861         $         -
      Available for sale, at fair value (Amortized cost:
           1994, $8,459,128)                                       8,017,555                   -
      Investment securities, at amortized cost (Fair value:
           1993, $20,425,979)                                              -          19,392,424
  
  Mortgage loans on real estate
    (Fair value: 1994, $2,342,520; 1993, $2,125,686)               2,400,514           2,055,450
  Policy loans                                                       381,912             350,501
  Other investments                                                   51,795              56,307

          Total investments                                       22,121,637          21,854,682

Cash and cash equivalents                                            267,774             146,281

Receivables:
  Reinsurance                                                         80,304              55,298
  Amounts due from brokers                                             7,933               5,719
  Other accounts receivable                                           49,745              21,459
  Premiums due                                                         1,594               1,329

          Total receivables                                          139,576              83,805

Accrued investment income                                            317,510             307,177

Deferred policy acquisition costs                                  1,865,324           1,652,384

Deferred income taxes                                                124,061                   -

Other assets                                                          30,426              21,730

Assets held in segregated asset
  accounts, primarily common stocks
  at market                                                       10,881,235           8,991,694

          Total assets                                           $35,747,543         $33,057,753
                                                                    ========            ========

                 See accompanying notes to consolidated financial statements.<PAGE>
PAGE 44

                   IDS LIFE INSURANCE COMPANY
             CONSOLIDATED BALANCE SHEETS (continued)
                          December 31,

LIABILITIES AND STOCKHOLDER'S EQUITY                                 1994                1993
                                                                            (thousands)

Liabilities:
  Future policy benefits:
    Fixed annuities                                              $19,361,979         $18,492,135
    Universal life-type insurance                                  2,896,100           2,753,455
    Traditional life insurance                                       206,754             210,205
    Disability income, health and
      long-term care insurance                                       244,077             185,272
  Policy claims and other
    policyholders' funds                                              50,068              44,516
  Deferred income taxes                                                    -              43,620
  Amounts due to brokers                                             226,737             351,486
  Other liabilities                                                  291,902             292,024
  Liabilities related to segregated
    asset accounts                                                10,881,235           8,991,694

          Total liabilities                                       34,158,852          31,364,407

Stockholder's equity:
  Capital stock, $30 par value per share;
    100,000 shares authorized, issued and outstanding                  3,000               3,000
  Additional paid-in capital                                         222,000             222,000
  Net unrealized gain (loss) on investments                         (275,708)                114
  Retained earnings                                                1,639,399           1,468,232

          Total stockholder's equity                               1,588,691           1,693,346

Total liabilities and stockholder's equity                       $35,747,543         $33,057,753
                                                                    ========            ========

Commitments and contingencies (Note 6)

                   See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
PAGE 45
<TABLE>
<CAPTION>
                   IDS LIFE INSURANCE COMPANY
                CONSOLIDATED STATEMENTS OF INCOME
                    Years ended December 31,

                                                            1994          1993           1992
                                                                      (thousands)
<S>                                                  <C>           <C>            <C>
Revenues:
  Premiums:
    Traditional life insurance                        $   48,184    $   48,137     $   49,719
    Disability income and
      long-term care insurance                            96,456        79,108         64,660

           Total premiums                                144,640       127,245        114,379

  Policyholder and contractholder
    charges                                              219,936       184,205        156,368
  Management and other fees                              164,169       120,139         84,591
  Net investment income                                1,781,873     1,783,219      1,616,821
  Net loss on investments                                 (4,282)       (6,737)        (3,710)

           Total revenues                              2,306,336     2,208,071      1,968,449

Benefits and expenses:
  Death and other benefits:
    Traditional life insurance                            28,263        32,136         34,139
    Universal life-type insurance
      and investment contracts                            52,027        49,692         42,174
    Disability income, health and
      long-term care insurance                            13,393        13,148         10,701
  Increase (decrease) in liabilities for
    future policy benefits:
      Traditional life insurance                          (3,229)       (4,513)        (5,788)
      Disability income, health and
        long-term care insurance                          37,912        32,528         27,172
  Interest credited on universal life-type
    insurance and investment contracts                 1,174,985     1,218,647      1,188,379
  Amortization of deferred policy
    acquisition costs                                    280,372       211,733        140,159
  Other insurance and operating expenses                 210,101       241,974        215,692

           Total benefits and expenses                 1,793,824     1,795,345      1,652,628

Income before income taxes                               512,512       412,726        315,821

Income taxes                                             176,343       142,647        104,651

Net income                                            $  336,169    $  270,079     $  211,170
                                                         =======       =======        =======

                   See accompanying notes to consolidated financial statements.
<PAGE>
PAGE 46

                   IDS LIFE INSURANCE COMPANY
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                    Years ended December 31,

                                                            1994          1993           1992
                                                                      (thousands)

Cash flows from operating activities:
  Net income                                           $ 336,169     $ 270,079      $ 211,170
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Policy loans, excluding universal
        life-type insurance:
          Issuance                                       (37,110)      (35,886)       (32,881)
          Repayment                                       33,384        29,557         26,750
      Change in reinsurance receivable                   (25,006)      (55,298)             -
      Change in other accounts receivable                (28,286)       (1,364)        (4,772)
      Change in accrued investment income                (10,333)      (22,057)       (15,853)
      Change in deferred policy acquisition
        costs, net                                      (192,768)     (211,509)      (229,252)
      Change in liabilities for future policy
        benefits for traditional life,
        disability income, health and
        long-term care insurance                          55,354        79,695         21,384
      Change in policy claims and other
        policyholders' funds                               5,552        (5,383)        (1,347)
      Change in deferred income taxes                    (19,176)      (44,237)       (30,385)
      Change in other liabilities                           (122)       56,515         88,997
      Amortization of premium
        (accretion of discount), net                      30,921       (27,438)        (4,289)
      Net loss on investments                              4,282         6,737          3,710
      Activity related to universal
        life-type insurance:
          Premiums                                       409,035       397,883        312,621
          Surrenders and death benefits                 (290,427)     (255,133)      (166,162)
          Interest credited to account
            balances                                     150,955       156,885        161,873
      Policyholder and contractholder
        charges, non-cash                               (126,918)     (115,140)      (100,975)
      Other, net                                          (8,974)       (1,907)       (10,647)

          Net cash provided by operating
            activities                                 $ 286,532     $ 221,999      $ 229,942

                See accompanying notes to consolidated financial statements.
<PAGE>
PAGE 47

                   IDS LIFE INSURANCE COMPANY
        CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                    Years ended December 31,

                                                            1994          1993           1992
                                                                      (thousands)

Cash flows from investing activities:
    Fixed maturities held to maturity:
        Purchases                                    $  (879,740)  $         -    $         -
        Maturities, sinking fund payments and calls    1,651,762             -              -
        Sales                                             58,001             -              -
    Fixed maturities available for sale:
        Purchases                                     (2,763,278)            -              -
        Maturities, sinking fund payments and calls    1,234,401             -              -
        Sales                                            374,564             -              -
    Fixed maturities:
        Purchases                                              -    (6,548,852)    (6,590,279)
        Maturities, sinking fund payments and calls            -     3,934,055      2,696,239
        Sales                                                  -       487,983      1,011,093
    Other investments, excluding policy loans:
        Purchases                                       (634,807)     (553,694)      (411,069)
        Sales                                            243,862       123,352         67,097
  Change in amounts due from brokers                      (2,214)       14,483        289,335
  Change in amounts due to brokers                      (124,749)       92,832         42,182

          Net cash used in investing activities         (842,198)   (2,449,841)    (2,895,402)

Cash flows from financing activities:
  Activity related to investment contracts:
      Considerations received                          3,157,778     2,843,668      2,821,069
      Surrenders and death benefits                   (3,311,965)   (1,765,869)    (1,168,633)
      Interest credited to account balances            1,024,031     1,071,917      1,026,506
  Universal life-type insurance policy loans:
    Issuance                                             (78,239)      (70,304)       (72,007)
    Repayment                                             50,554        46,148         40,351
  Capital contribution from parent                             -       200,000              -
  Cash dividend to parent                               (165,000)      (25,000)       (20,000)

          Net cash provided by financing activities      677,159     2,300,560      2,627,286

Net increase (decrease) in cash and
  cash equivalents                                       121,493        72,718        (38,174)

Cash and cash equivalents at
  beginning of year                                      146,281        73,563        111,737

Cash and cash equivalents at
  end of year                                        $   267,774   $   146,281    $    73,563
                                                        ========      ========       ========

                       See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
PAGE 48
                   IDS LIFE INSURANCE COMPANY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  Dec. 31, 1994, 1993 and 1992
                          ($ thousands)

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 American Express
Financial Corporation (formerly IDS Financial Corporation), 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, American Enterprise Life Insurance
Company and American Partners 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.

Investments

As of January 1, 1994, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities."  Under SFAS No. 115,
fixed maturities that the Company has both the positive intent and
the ability to hold to maturity are classified as held to maturity
and carried at amortized cost.  All other fixed maturities and all
marketable equity securities are classified as available for sale
and carried at fair value.  Unrealized gains and losses on
securities classified as available for sale are carried as a
separate component of stockholder's equity.  The effect of adopting
SFAS No. 115 was to increase stockholder's equity by approximately
$181 million, net of tax, as of January 1, 1994, but the adoption
had no impact on the Company's net income.
     
Management determines the appropriate classification of fixed
maturities at the time of purchase and reevaluates the
classification at each balance sheet date.
     
<PAGE>
PAGE 49
1.   Summary of significant accounting policies (continued)

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 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 fair 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.

Realized investment gain or loss is determined on an identified
cost basis.

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:

                                           1994      1993      1992
Cash paid during the year for:
 Income taxes                          $226,365  $188,204  $140,445
 Interest on borrowings                   1,553     2,661     1,265

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). 
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.
     
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.
     
<PAGE>
PAGE 50
1.   Summary of significant accounting policies (continued)

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) and the 1975-1980 Select and Ultimate Basic Table for term
insurance policies issued after 1984, 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 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
<PAGE>
PAGE 51
1.   Summary of significant accounting policies (continued)

5 percent over 20 years.  Term insurance issued from 1981 to 1984
assumes an 8 percent level investment rate, term insurance issued
from 1985-1993 assumes investment rates that grade from 10 percent
to 6 percent over 20 years and term insurance issued after 1993
assumes investment rates that grade from 8.7 percent to 6.57
percent over 7 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, 7.7 percent interest for persons disabled in 1992 and 6
percent interest for persons disabled after 1992.
     
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, 7.7 percent for claims incurred in 1992
and 6.7 percent for claims incurred after 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.
     
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 American Express Financial Corporation
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 American Express Financial Corporation and its 
subsidiaries that American Express Financial Corporation will
reimburse a subsidiary for any tax benefit.
     
Included in other receivables at Dec. 31, 1994 is $22,034
receivable from American Express Financial Corporation for federal
income taxes.  Included in other liabilities at December 31, 1993
is $14,709 payable to American Express Financial Corporation for
federal income taxes.
     
<PAGE>
PAGE 52
1.   Summary of significant accounting policies (continued)

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 contractual insurance rate and that the death benefit will
never be less than the death benefit at the date of issuance.
     
Reclassification
     
Certain 1993 and 1992 amounts have been reclassified to conform to
the 1994 presentation.

2.   Investments

Fair values of investments in fixed maturities represent quoted
market prices and estimated  values when quoted prices are not
available.  Estimated 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.
     
Net gain (loss) on investments for the years ended Dec. 31 is
summarized as follows:

                               1994        1993        1992

Fixed maturities            $(1,575)   $ 20,583    $ 22,075
Mortgage loans               (3,013)    (25,056)    (13,444)
Other investments               306      (2,264)    (12,341)
                            $(4,282)   $ (6,737)   $ (3,710)
                              =====       =====       =====

Changes in net unrealized appreciation (depreciation) of
investments for the years ended Dec. 31 are summarized as follows:
<PAGE>
PAGE 53
2.   Investments (continued)
                               1994        1993        1992
Fixed maturities:
 Held to maturity       $(1,329,740)   $     --   $      --
 Available for sale        (720,449)         --          --
 Investment securities           --     323,060    (128,683)
Equity securities            (2,917)       (156)        300

The amortized cost, gross unrealized gains and losses and fair
values of investments in fixed maturities and equity securities at
Dec. 31, 1994 are as follows:
<TABLE>
<CAPTION>
                                             Gross         Gross
                            Amortized      Unrealized    Unrealized       Fair
Held to maturity               Cost          Gains         Losses         Value
<S>                       <C>             <C>            <C>        <C>
U.S. Government
 agency obligations       $    21,500     $     43       $  4,372   $    17,171
State and municipal
 obligations                    9,687          132             --         9,819
Corporate bonds
 and obligations            8,806,707      100,468        459,568     8,447,607
Mortgage-backed
 securities                 2,431,967       10,630        222,394     2,220,203
                          $11,269,861     $111,273       $686,334   $10,694,800
                             ========      =======        =======      ========

                                             Gross         Gross
                            Amortized      Unrealized    Unrealized       Fair
Available for sale             Cost          Gains         Losses         Value

U.S. Government
 agency obligations        $  128,093      $   756       $  1,517    $  127,332
State and municipal
 obligations                   11,008          702             --        11,710
Corporate bonds
 and obligations            1,142,321       24,166          7,478     1,159,009
Mortgage-backed
 securities                 7,177,706        9,514        467,716     6,719,504
Total fixed maturities      8,459,128       35,138        476,711     8,017,555

Equity securities               4,663           --          2,757         1,906
                           $8,463,791      $35,138       $479,468    $8,019,461
                              =======      =======        =======       =======
</TABLE>

The change in net unrealized gain (loss) on available for sale
securities included as a separate component of stockholder's equity
was $(275,822) in 1994.
     
The amortized cost, gross unrealized gains and losses and fair
values of investments in fixed maturities carried at amortized cost
at Dec. 31, 1993 are as follows:

<TABLE><CAPTION>
                                             Gross         Gross
                            Amortized      Unrealized    Unrealized       Fair
                               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            9,339,297      768,747         22,929    10,085,115
Mortgage-backed
 securities                 9,978,523      341,067         57,879    10,261,711
                          $19,392,424   $1,115,740       $ 82,185   $20,425,979
                             ========     ========       ========      ========
/TABLE
<PAGE>
PAGE 54
2.   Investments (continued)

At Dec. 31, 1993, net unrealized appreciation on equity securities
included $160 of gross unrealized appreciation, $nil of gross
unrealized depreciation and deferred tax credits of $46.  The fair
value of equity securities was $1,900 at December 31, 1993.

The amortized cost and fair value of investments in fixed
maturities at Dec. 31, 1994 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
Held to maturity                         Cost              Value

Due in one year or less              $   108,056       $   109,228
Due from one to five years             1,412,335         1,423,394
Due from five to ten years             5,467,826         5,245,742
Due in more than ten years             1,849,677         1,696,233
Mortgage-backed securities             2,431,967         2,220,203
                                     $11,269,861       $10,694,800
                                        ========          ========

                                       Amortized           Fair
Available for sale                       Cost              Value

Due from one to five years            $  757,160        $  756,842
Due from five to ten years               433,717           449,057
Due in more than ten years                90,545            92,152
Mortgage-backed securities             7,177,706         6,719,504
                                      $8,459,128        $8,017,555
                                         =======           =======

During the year ended Dec. 31, 1994, fixed maturities classified as
held to maturity were sold with proceeds of $58,001 and gross
realized gains and losses on such sales were $226 and $3,515,
respectively.  The sale of these fixed maturities was due to credit
deterioration.
     
In addition, fixed maturities available for sale were sold during
1994 with proceeds of $374,564 and gross realized gains and losses
on such sales were $1,861 and $7,602, respectively.
     
Proceeds from sales of investments in fixed maturities during 1993
were $487,983.  During 1993,  gross gains of $48,499 and gross
losses of $43,039, respectively, were realized on those sales.
     
At Dec. 31, 1994, bonds carried at $6,536 were on deposit with
various states as required by law.
     
Net investment income for the years ended Dec. 31 is summarized as
follows:
<PAGE>
PAGE 55
2.   Investments (continued)
                                    1994         1993        1992

Interest on fixed maturities    $1,556,756   $1,589,802  $1,449,234
Interest on mortgage loans         196,521      175,063     148,693
Other investment income             38,366       29,345      24,281
Interest on cash equivalents         6,872        2,137       5,363
                                 1,798,515    1,796,347   1,627,571
Less investment expenses            16,642       13,128      10,750
                                $1,781,873   $1,783,219  $1,616,821
                                   =======      =======     =======

At Dec. 31, 1994, investments in fixed maturities comprised 87
percent of the Company's total invested assets.  These securities
are rated by Moody's and Standard & Poor's (S&P), except for
securities carried at cost approximately $1.7 billion which are
rated by American Express Financial Corporation internal analysts
using criteria similar to Moody's and S&P.  A summary of
investments in fixed maturities, at amortized cost, by rating on
Dec. 31 is as follows:

   Rating                        1994               1993

Aaa/AAA                      $ 9,708,047        $ 9,959,884
Aa/AA                            242,914            258,659
Aa/A                             119,952            160,638
A/A                            2,567,947          2,021,177
A/BBB                            725,755            654,949
Baa/BBB                        3,849,188          3,936,366
Baa/BB                           796,063            717,606
Below investment grade         1,719,123          1,683,145
                             $19,728,989        $19,392,424
                                ========           ========

At Dec. 31, 1994, 97 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, 1994, approximately 10.9 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, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                 Dec. 31, 1994              Dec. 31, 1993
                           On Balance   Commitments    On Balance  Commitments
    Region                    Sheet     to Purchase       Sheet    to Purchase
<S>                        <C>           <C>         <C>           <C>
East North Central         $  581,142    $ 62,291    $  552,150    $ 20,933
West North Central            257,996       7,590       361,704      16,746
South Atlantic                597,896      63,010       452,679      52,440
Middle Atlantic               408,940      34,478       260,239      41,090
New England                   209,867      23,087       155,214      17,620
Pacific                       138,900          --       120,378      15,492
West South Central             50,854          --        43,948         525
East South Central             67,503          --        73,748          --
Mountain                      122,668      18,750        70,410      14,594
                            2,435,766     209,206     2,090,470     179,440
Less allowance for losses      35,252          --        35,020          --
                           $2,400,514    $209,206    $2,055,450    $179,440
                              =======     =======       =======     =======
<PAGE>
PAGE 56
2.   Investments (continued)

                                 Dec. 31, 1994              Dec. 31, 1993
                           On Balance   Commitments    On Balance  Commitments
    Property type             Sheet     to Purchase       Sheet    to Purchase

Apartments                 $  904,012    $ 56,964    $  744,788    $ 79,153
Department/retail stores      802,522      88,325       624,651      65,402
Office buildings              321,761      21,691       234,042      15,583
Industrial buildings          232,962      18,827       217,648       9,279
Nursing/retirement homes       89,304       4,649        83,768         917
Hotels/motels                  32,666          --        33,138          --
Medical buildings              36,490      15,651        30,429       5,954
Residential                        20          --            78          --
Other                          16,029       3,099       121,928       3,152
                            2,435,766     209,206     2,090,470     179,440
Less allowance for losses      35,252          --        35,020          --
                           $2,400,514    $209,206    $2,055,450    $179,440
                              =======     =======       =======     =======
</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.

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:

                                    1994        1993        1992

Federal income taxes:
  Current                         $186,508    $180,558    $130,998
  Deferred                         (19,175)    (44,237)    (30,385)
                                   167,333     136,321     100,613

State income taxes-current           9,010       6,326       4,038
Income tax expense                $176,343    $142,647    $104,651
                                    ======      ======      ======

Increases (decreases) to the federal tax provision applicable to
pretax income based on the statutory rate are attributable to:
<PAGE>
PAGE 57
3.   Income taxes (continued)

<TABLE>
<CAPTION>
                                   1994                 1993                 1992
                            Provision   Rate     Provision   Rate     Provision   Rate
<S>                          <C>        <C>       <C>        <C>       <C>        <C>
Federal income
 taxes based on
 the statutory rate          $179,379   35.0%     $144,454   35.0%     $107,379   34.0%
Increases (decreases)
 are attributable to:
   Tax-excluded interest
    and dividend income        (9,939)  (2.0)      (11,002)  (2.7)       (8,209)  (2.6)
   Other, net                  (2,107)  (0.4)        2,869    0.7         1,443    0.4
Federal income taxes         $167,333   32.6%     $136,321   33.0%     $100,613   31.8%
                               ======    ===        ======    ===        ======    ===
</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 December 31,
1994, 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:

                                             1994          1993

Deferred tax assets:
Policy reserves                            $533,433      $453,436
Investments                                 116,736            --
Life insurance guarantee
  fund assessment reserve                    32,235        35,000
    Total deferred tax assets               682,404       488,436

Deferred tax liabilities:
Deferred policy acquisition costs           553,722       509,868
Investments                                      --        10,151
Other                                         4,621        12,037
   Total deferred tax
    liabilities                             558,343       532,056
   Net deferred tax assets (liabilities)   $124,061      $(43,620)
                                             ======        ======

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

<PAGE>
PAGE 58
4.   Stockholder's equity

Retained earnings available for distribution as dividends to the
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
$1,020,981 as of December 31, 1994 and $922,246 as of December 31,
1993 (see Note 3 with respect to the income tax effect of certain
distributions).  In addition, any dividend distributions in 1995 in
excess of approximately $288,601 would require approval of the
Department of Commerce of the State of Minnesota.

Statutory net income for 1994, 1993 and 1992 and capital and
surplus as of Dec. 31, 1994, 1993 and 1992 are summarized as
follows:

                                      1994         1993      1992

Statutory net income              $  294,699   $  275,015  $180,296
Statutory capital and surplus      1,261,958    1,157,022   714,942

Dividends paid to American Express Financial Corporation were
$165,000 in 1994, $25,000 in 1993 and $20,000 in 1992.

5.   Related party transactions

The Company has loaned funds to American Express Financial
Corporation under three loan agreements.  The balance of the first
loan was $40,000 and $75,000 at December 31, 1994 and 1993,
respectively.  This loan can be increased to a maximum of $75,000
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 $110,034 at December 31,
1994.  The second loan was used to fund the construction of the IDS
Operations Center.  This loan was paid off during 1994 and had an
outstanding balance of $84,588 at December 31, 1993.  The loan was
secured by a first lien on the IDS Operations Center property and
had an interest rate of 9.89 percent.  The Company also had a loan
to an affiliate which was used to fund construction of the IDS
Learning Center.  This loan was sold to the parent during 1994 and
the balance outstanding was $22,573 at December 31, 1993.  The loan
was secured by a first lien on the IDS Learning Center property and
had an interest rate of 9.82 percent.  Interest income on the above
loans totaled $2,894, $11,116 and $10,711 in 1994, 1993 and 1992,
respectively.
     
The Company purchased a five year secured note from an affiliated
company which had an outstanding balance of $23,333 and $27,222 at
December 31, 1994 and 1993, respectively.  The note bears a fixed
rate of 8.42 percent.  Interest income on the above note totaled
$2,278, $2,605 and $2,278 in 1994, 1993 and 1992, respectively.

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, 1994 and 1993 includes $765,366 and $759,714,
respectively, of future policy benefits related to this agreement. 
<PAGE>
PAGE 59
5.   Related party transactions (continued)

The accompanying consolidated statement of income includes revenue
from policyholder charges of $8, $21 and $109, and expenses of
$6,912, $4,931 and $5,897 related to this agreement for 1994, 1993
and 1992, 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 December 31, 1994 and
1993 includes $65,123 and $44,086, respectively, of reinsurance
receivables related to this agreement.  Premiums ceded amounted to
$20,360, $16,230 and $12,499 and reinsurance recovered from
reinsurers amounted to $62, $404 and $250 for the years ended Dec.
31, 1994, 1993 and 1992, respectively.
     
The Company participates in the retirement plan of American Express
Financial Corporation which covers all permanent employees age 21
and over who have met certain employment requirements.  The
benefits are based on years of service and the employee's monthly
average of basic annual salary rates in effect on January 1, or
such other date as determined by American Express Financial
Corporation of the highest five consecutive annual salaries of the
last 10 years.  American Express Financial Corporation's 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 1994, 1993 and 1992.

The Company also participates in defined contribution pension plans
of American Express Financial Corporation 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 1994, 1993 and 1992 were $957, $2,008 and
$1,826, respectively.
     
The Company participates in defined benefit health care plans of
American Express Financial Corporation that provide health care and
life insurance benefits to retired employees and retired financial
advisors.  The plans include participant contributions and service
related eligibility requirements.  Upon retirement, such employees
are considered to have been employees of American Express Financial
Corporation.  American Express Financial Corporation 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.  At Dec. 31, 1994, the total accumulated
post retirement benefit obligation, determined in accordance with
SFAS 106 and based on an assumed interest rate of 8.75 percent and
a health care cost trend rate of 7 percent, has been recorded as a
liability by American Express Financial Corporation.
     
Charges by American Express Financial Corporation for use of joint
facilities, marketing services and other services aggregated
$335,183, $243,346 and $204,675 for 1994, 1993 and 1992,
respectively.  Certain of these costs are included in deferred 
<PAGE>
PAGE 60
5.   Related party transactions (continued)

policy acquisition costs.  In addition, the Company rents its home
office space from American Express Financial Corporation on an
annual renewable basis.  Such rentals aggregated $965, $4,513 and
$4,074 for 1994, 1993 and 1992, respectively.
     
6.   Commitments and contingencies

At December 31, 1994 and 1993, traditional life insurance and
universal life-type insurance in force aggregated $52,666,567 and
$46,125,515, respectively, of which $3,246,608 and $3,038,426 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
$29,489, $28,276 and $24,222 and reinsurance recovered from
reinsurers amounted to $5,505, $3,345 and $6,766 for the years
ended Dec. 31, 1994, 1993 and 1992.
     
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 settled all remaining IRS audit issues for the tax
years 1984 through 1986 in September of 1994.  There was no
material impact as a result of this audit.  Also, the IRS is
currently auditing the Company's 1987 through 1989 tax years. 
Management does not believe there will be a material impact as a
result of this audit.

7.   Lines of credit

The Company has available lines of credit with three banks
aggregating $100,000 at 40 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 $nil and $1,519 at December 31, 1994 and 1993,
respectively.

8.   Derivative financial instruments
     
The Company enters into transactions  involving derivative
financial instruments to manage its exposure to interest rate risk,
including hedging specific transactions.  The Company manages risks
associated with these instruments as described below.  The Company
does not hold derivative instruments for trading purposes.
     
Market risk is the possibility that the value of the derivative
financial instruments will change due to fluctuations in a factor
from which the instrument derives its value, primarily an interest
rate.  The Company is not impacted by market risk related to
derivatives held for non-trading purposes beyond that inherent in
cash market transactions.  Derivatives held for purposes other than<PAGE>
PAGE 61
8.   Derivative financial instruments (continued)

trading are largely used to manage risk and, therefore, the cash
flow and income effects of the derivatives are inverse to the
effects of the underlying transactions.

Credit risk is the possibility that the counterparty will not
fulfill the terms of the contract.  The Company monitors credit
exposure related to derivative financial instruments through
established approval procedures, including setting concentration
limits by counterparty and industry, and requiring collateral,
where appropriate.  A vast majority of the Company's counterparties
are rated A or better by Moody's and Standard & Poor's.
     
The notional or contract amount of a derivative financial
instrument is generally used to calculate the cash flows that are
received or paid over the life of the agreement.  Notional amounts
are not recorded on the balance sheet.  Notional amounts far exceed
the related credit exposure.
     
Credit exposure related to interest rate caps is measured by the
replacement cost of the contracts.   The replacement cost
represents the fair value of the instruments.  Financial futures
contracts are settled in cash daily.

<TABLE>
<CAPTION>
                                     Notional     Carrying                Total Credit
Assets                                Amount       Value     Fair Value     Exposure
<S>                               <C>            <C>         <C>           <C>
Financial futures contracts       $  159,800     $ 2,072     $ 2,072       $     -
Interest rate caps                 4,400,000      29,054      42,365        42,365
                                  $4,559,800     $31,126     $44,437       $42,365
                                     =======       =====       =====         =====
</TABLE>

The fair values of derivative financial instruments are based on
market values, dealer quotes or pricing models.  The financial
futures contracts expire in 1995.  The interest rate caps expire on
various dates from 1995 to 1999.
     
Financial futures contracts and interest rate caps are used
principally to manage the Company's exposure to rising interest
rates.  These instruments are used primarily to protect the margin
between interest rate earned on investments and the interest rate
credited to related annuity contract holders.
     
Changes in the fair value of financial futures contracts are
accounted for as adjustments to the carrying amount of the hedged
investments and amortized over the remaining lives of such
investments.  The cost of interest rate caps is amortized to
interest expense over the life of the contracts and payments
received as a result of these agreements are recorded as a
reduction of interest expense when realized.  The amortized cost of
interest rate cap contracts is included in other investments.
     
9.   Fair values of financial instruments

The Company is required to disclose fair value information for most
on- and off-balance sheet financial instruments for which it is<PAGE>
PAGE 62
9.   Fair values of financial instruments (continued)

practical to estimate that value.  Certain financial instruments
such as life insurance obligations, receivables and all
non-financial instruments, such as deferred acquisition costs are 
excluded from required disclosure.  Off-balance sheet intangible
assets, such as the value of the field force, are also excluded. 
Management believes the value of excluded assets is significant. 
The fair value of the Company, therefore, cannot be estimated by
aggregating the amounts presented.

<TABLE>
<CAPTION>
                                                1994                             1993

                                      Carrying         Fair            Carrying            Fair
Financial Assets                        Value          Value             Value             Value
<S>                                  <C>            <C>              <C>               <C>
 Investments:
   Fixed maturities (Note 2):
     Held to maturity                $11,269,861    $10,694,800      $        --       $        --
     Available for sale                8,017,555      8,017,555               --                --
     Investment securities                    --             --       19,392,424        20,425,979
   Mortgage loans on
    real estate (Note 2)               2,400,514      2,342,520        2,055,450         2,125,686
   Other:
    Equity securities (Note 2)             1,906          1,906            1,900             1,900
    Derivative financial
     instruments (Note 8)                 31,126         44,437           26,923            14,201
   Cash and
    cash equivalents (Note 1)            267,774        267,774          146,281           146,281
   Assets held in segregated
    asset accounts (Note 1)           10,881,235     10,881,235        8,991,694         8,991,694
    
Financial Liabilities
  Future policy benefits
   for fixed annuities                18,325,870     17,651,897       17,519,876        16,881,747
  Liabilities related to
   segregated asset accounts          10,398,861      9,943,672        8,645,418         8,305,209

</TABLE>

At December 31, 1994 and 1993, the carrying amount and fair value
of future policy benefits for fixed annuities exclude life
insurance-related contracts carried at $971,897 and $913,127,
respectively, and policy loans of $64,212 and $59,132,
respectively.  The fair value of these benefits is based on the
status of the annuities at December 31, 1994 and 1993.  The fair
value of deferred annuities is estimated as the carrying amount
less any applicable 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 1994 and 1993.
     
At December 31, 1994 and 1993 the fair value of liabilities related
to segregated asset accounts is estimated as the carrying amount
less variable insurance contracts carried at $482,374 and $346,276,
respectively, and surrender charges, if applicable.

10.  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<PAGE>
PAGE 63
individuals, pension plans, small businesses and employer-sponsored
groups.  The consolidated statement of income for the years ended
Dec. 31, 1994, 1993 and 1992 and total assets at Dec. 31, 1994,
1993 and 1992 by segment are summarized as follows:

<TABLE>
<CAPTION>
                                      1994           1993           1992
<S>                              <C>            <C>            <C>
Net investment income:
 Life, disability income,
  health and long-term
  care insurance                  $  247,047     $  250,224     $  246,676
 Annuities                         1,534,826      1,532,995      1,370,145
                                  $1,781,873     $1,783,219     $1,616,821
                                     =======        =======        =======
Premiums, charges
 and fees:
 Life, disability income,
  health and long-term
  care insurance                    $335,375       $281,284       $250,386
 Annuities                           193,370        143,876        104,952
                                    $528,745       $425,160       $355,338
                                      ======         ======         ======

Income before income taxes:
 Life, disability income,
  health and long-term
  care insurance                    $122,677       $104,127       $ 96,215
 Annuities                           394,117        315,336        223,316
 Net loss
  on investments                      (4,282)        (6,737)        (3,710)
                                    $512,512       $412,726       $315,821
                                      ======         ======         ======

Total assets:
 Life, disability income,
  health and long-term
  care insurance                 $ 5,269,188    $ 4,810,145    $ 4,093,778
 Annuities                        30,478,355     28,247,608     23,201,995
                                 $35,747,543    $33,057,753    $27,295,773
                                   =========       ========       ========
</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 64
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 American
Express Financial Corporation) as of December 31, 1994 and 1993,
and the related consolidated statements of income and cash flows
for each of the three years in the period ended December 31, 1994. 
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, 1994 and
1993, and the consolidated results of its operations and its cash
flows for each of the three years in the period ended December 31,
1994, in conformity with generally accepted accounting principles.

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



Ernst & Young LLP

Minneapolis, Minnesota
February 3, 1995
<PAGE>
PAGE 65
                        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 IDS Life Account MGA of IDS Life Insurance Company 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 settlement, 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 66
     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 filed electronically as Exhibit 3.1 to
        Post-Effective Amendment No. 2 to Registration Statement
        No. 33-50968 is incorporated herein by reference.

    3.2 Copy of the Amended By-laws of IDS Life Insurance Company
        filed electronically as Exhibit 3.2 to Post-Effective
        Amendment No. 2 to Registration Statement No. 33-50968 is
        incorporated herein by reference.

    3.3 Copy of Resolution of the Board of Directors of IDS Life
        Insurance Company, dated May 5, 1989, establishing IDS
        Life Account MGA filed electronically as Exhibit 3.3 to
        Post-Effective Amendment No. 2 to Registration Statement
        No. 33-50968 is incorporated herein by reference.

    4.1 Copy of Group Annuity Contract, Form 30363D, filed
        electronically as Exhibit 4.1 to Post-Effective Amendment
        No. 2 to Registration Statement No. 33-50968 is
        incorporated herein by reference.

<PAGE>
PAGE 67
    4.2 Copy of Group Annuity Certificate, Form 30360D, filed
        electronically as Exhibit 4.2 to Post-Effective Amendment
        No. 2 to Registration Statement No. 33-50968 is
        incorporated herein by reference.

    4.3 Form of Deferred Annuity Contract, Form 30365E, filed
        electronically as Exhibit 4.3 to Post-Effective Amendment
        No. 2 to Registration Statement No. 33-50968 is
        incorporated herein by reference.

    5.  Copy of Opinion of Counsel regarding legality of
        Contracts, dated Sept. 28, 1992, filed electronically as
        Exhibit 5 to Post-Effective Amendment No. 2 to
        Registration Statement No. 33-50968 is incorporated
        herein by reference.

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

    24. Consent of Independent Auditors is filed electronically
        herewith.

    25. Power of Attorney, dated March 31, 1994, filed
        electronically as Exhibit 25 to Post-Effective Amendment
        No. 2 to Registration Statement No. 33-50968 is
        incorporated herein by reference.

(b)    Financial Statement Schedules

     27.  Schedule I -   Consolidated Summary of Investments Other
                         than Investments in Related Parties
          Schedule III - Supplementary Insurance Information
          Schedule IV -  Reinsurance
          Schedule V -   Valuation and Qualifying Accounts

          Report of Independent Auditors dated February 3, 1995

    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

A.   The Registrant undertakes: (a) 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 <PAGE>
PAGE 68
such information in the Registration Statement, (b) that, for the
purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment may be deemed to be 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, (c) that all post-
effective amendments will comply with the applicable forms, rules
and regulations of the Commission in effect at the time such post-
effective amendments are filed, and (d) to remove from registration
by means of a post-effective amendment any of the securities being
registered which will remain at the termination of the offering.

B.   The Registrant represents that it is relying upon the no-
action assurance given to the American Council of Life Insurance
(pub. avail. Nov. 28, 1988).  Further, the Registrant represents
that it has complied with the provisions of paragraphs (1) - (4) of
the no-action letter.
<PAGE>
PAGE 69
                       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 26th day of April, 1995.


                             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 26th day of April, 1995.

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 70
Signature                          Title

/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
as Exhibit 25 to Registration Statement No. 33-50968 for IDS Life
Insurance Company (IDS Life Account MGA).

By:



/s/  Mary Ellyn Minenko      
     Mary Ellyn Minenko   



IDS LIFE ACCOUNT MGA
Registration No. 33-50968

                      EXHIBIT INDEX

Exhibit 22.     Copy of List of Subsidiaries

Exhibit 24.     Consent of Independent Auditors

Exhibit 27.1.   Financial Statement Schedules and Report of
                Independent Auditors

Exhibit 27.2.   Financial Data Schedule.


<PAGE>
PAGE 1


LIST OF SUBSIDIARIES


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

<PAGE>
PAGE 1









             Consent of Independent Auditors



We consent to the use of our reports dated February 3, 1995 on the
consolidated financial statements and financial statement schedules
of IDS Life Insurance Company in Post-Effective Amendment No. 4 to
the Registration Statement (Form S-1 No. 33-50968) being filed
under the Securities Act of 1933 for the registration of interests
in the flexible premium group and individual market value annuity
contracts to be offered by IDS Life Insurance Company.



Minneapolis, Minnesota
April 24, 1995

<PAGE>
PAGE 1
<TABLE>
<CAPTION>

IDS LIFE INSURANCE COMPANY
SCHEDULE I - CONSOLIDATED SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES ($ thousands)
AS OF DECEMBER 31, 1994


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:
  Held to maturity:
    United States Government and
     government agencies and
     authorities (a)                     $ 1,301,547       $ 1,177,730        $ 1,301,547
    States, municipalities and
     polictical subdivisions                   9,687             9,819              9,687
    All other corporate bonds              9,958,627         9,507,251          9,958,627
        Total held to maturity            11,269,861        10,694,800         11,269,861

Available for sale:
    United States Government and
     government agencies and
     authorities (b)                       3,783,176         3,514,514          3,514,514
    States, municipalities and
     polictical subdivisions                  11,008            11,710             11,710
    All other corporate bonds              4,664,944         4,491,331          4,491,331
        Total available for sale           8,459,128         8,017,555          8,017,555

Mortgage loans on real estate              2,400,514         XXXXXXXXX          2,400,514
Policy loans                                 381,912         XXXXXXXXX            381,912
Other investments                             51,795         XXXXXXXXX             51,795

        Total investments                $22,563,210       $ XXXXXXXXX        $22,121,637

(a) - Includes mortgage-backed securities with a cost and market value of $1,280,047 and $1,160,559, respectively.
(b) - Includes mortgage-backed securities with a cost and market value of $3,655,083 and $3,387,182, respectively.

</TABLE>
<PAGE>
PAGE 2

<TABLE>
<CAPTION>

IDS LIFE INSURANCE COMPANY
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION ($ thousands)
FOR THE YEAR ENDED DECEMBER 31, 1994

      Column A          Column B          Column C          Column D          Column E           Column F          Column G

       Segment          Deferred           Future           Unearned         Other policy         Premium             Net
                         policy            policy           premiums          claims and          revenue          investment
                       acquisition        benefits,                            benefits                              income
                          cost             losses,                              payable
                                         claims and
                                            loss
                                          expenses
_____________________________________________________________________________________________________________________________
<S>                    <C>               <C>                <C>                <C>                <C>              <C>
Annuities              $1,150,585        $19,361,979        $      -           $23,888            $      -         $1,534,826


Life, DI,
Long-term Care and
Health Insurance          714,739          3,346,931               -            26,180             144,640            247,047
_____________________________________________________________________________________________________________________________

Total                  $1,865,324        $22,708,910        $      -           $50,068            $144,640         $1,781,873
_____________________________________________________________________________________________________________________________

                        Column H          Column I          Column J          Column K

                        Benefits,       Amortization          Other           Premiums
                         claims,        of deferred         operating          written
                       losses and         policy            expenses
                       settlement       acquisition
                        expenses          costs
_____________________________________________________________________________________________________________________________
Annuities              $   (5,762)       $   194,060        $131,515            N/A


Life, DI,
Long-term Care and
Health Insurance          134,128             86,312          78,586            N/A
_____________________________________________________________________________________________________________________________

Total                  $  128,366        $   280,372        $210,101            N/A
_____________________________________________________________________________________________________________________________

</TABLE>
<PAGE>
PAGE 3

<TABLE>
<CAPTION>

IDS LIFE INSURANCE COMPANY
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION ($ thousands)
FOR THE YEAR ENDED DECEMBER 31, 1993

      Column A          Column B          Column C          Column D          Column E           Column F          Column G

       Segment          Deferred           Future           Unearned         Other policy        Premium              Net
                         policy            policy           premiums          claims and         revenue           investment
                       acquisition        benefits,                            benefits                              income
                          cost             losses,                              payable
                                         claims and
                                            loss
                                          expenses
_____________________________________________________________________________________________________________________________
<S>                    <C>               <C>                <C>                <C>                <C>              <C>
Annuities              $1,008,378        $18,492,135        $      -           $21,508            $      -         $1,532,995


Life, DI,
Long-term Care and
Health Insurance          644,006          3,148,932               -            23,008             127,245             250,22
_____________________________________________________________________________________________________________________________

Total                  $1,652,384        $21,641,067        $      -           $44,516            $127,245         $1,783,219
_____________________________________________________________________________________________________________________________

                        Column H          Column I          Column J          Column K

                        Benefits,       Amortization         Other            Premiums
                         claims,        of deferred        operating          written
                       losses and         policy            expenses
                       settlement       acquisition
                        expenses           costs
_____________________________________________________________________________________________________________________________

Annuities              $    3,656        $   139,602        $122,999            N/A


Life, DI,
Long-term Care and
Health Insurance          119,335             72,131         118,975            N/A
_____________________________________________________________________________________________________________________________

Total                  $  122,991        $   211,733        $241,974            N/A
_____________________________________________________________________________________________________________________________

</TABLE>
<PAGE>
PAGE 4

<TABLE>
<CAPTION>

IDS LIFE INSURANCE COMPANY
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION ($ thousands)
FOR THE YEAR ENDED DECEMBER 31, 1992


      Column A          Column B          Column C          Column D          Column E           Column F          Column G

       Segment          Deferred           Future           Unearned         Other policy         Premium            Net
                         policy            policy           premiums          claims and          revenue         investment
                       acquisition        benefits,                            benefits                             income
                          cost             losses,                             payable
                                         claims and
                                            loss
                                          expenses
_____________________________________________________________________________________________________________________________
<S>                    <C>               <C>                <C>                <C>                <C>              <C>
Annuities              $ 860,027         $16,342,419        $      -           $28,705            $       -        $1,370,145


Life, DI,
Long-term Care and
Health Insurance         580,848           2,883,469               -            21,194             114,379            246,676
_____________________________________________________________________________________________________________________________

Total                  $1,440,875        $19,225,888        $      -           $49,899            $114,379         $1,616,821
_____________________________________________________________________________________________________________________________

                        Column H          Column I          Column J          Column K

                        Benefits,       Amortization          Other           Premiums
                         claims,        of deferred         operating          written
                       losses and         policy             expenses
                       settlement       acquisition
                        expenses           costs
_____________________________________________________________________________________________________________________________
Annuities              $    1,870        $    81,706        $100,928            N/A


Life, DI,
Long-term Care and
Health Insurance          106,528             58,453         114,764            N/A
_____________________________________________________________________________________________________________________________

Total                  $  108,398        $   140,159        $215,692            N/A
_____________________________________________________________________________________________________________________________

</TABLE>
<PAGE>
PAGE 5

<TABLE>
<CAPTION>

IDS LIFE INSURANCE COMPANY
SCHEDULE IV - REINSURANCE ($ thousands)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992


          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, 1994

Life insurance in force    $50,814,651        $3,246,608       $1,851,916        $49,419,959         3.75%
______________________________________________________________________________________________________________

Premiums:
  Life insurance           $    51,219        $    3,354       $      319        $    48,184         0.66%
  DI & health insurance        114,049            17,593               --             96,456         0.00%
Total premiums             $   165,268        $   20,947       $      319        $   144,640         0.22%
______________________________________________________________________________________________________________

For the year ended
 December 31, 1993

Life insurance in force    $44,188,493        $3,038,426       $1,937,022        $43,087,089         4.50%
______________________________________________________________________________________________________________

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%
______________________________________________________________________________________________________________

</TABLE>
<PAGE>
PAGE 6

<TABLE>
<CAPTION>

IDS LIFE INSURANCE COMPANY
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS ($ thousands)
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

          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, 1994
- -----------------------------
Reserve for Mortgage Loans         $35,020              $232               $  0               $    0          $35,252
Reserve for Fixed Maturities       $22,777          ($16,777)              $  0               $6,000          $     0
Reserve for Other Investments      $10,700           ($3,185)              $  0               $    0          $ 7,515

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

*  Cash received on bond previously written down.
** 1994 amount represents a direct writedown of the related investments in fixed maturities.  1993 and 1992 amounts represent
   transfers between reserve accounts.

</TABLE>
<PAGE>
PAGE 7

             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, 1994 and 1993, and for each of
the three years in the period ended December 31, 1994, and have
issued our report thereon dated February 3, 1995 (included
elsewhere in this Registration Statement).

Our audits also included the financial statements schedules I, III,
IV and V 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 LLP

Minneapolis, Minnesota
February 3, 1995


<TABLE> <S> <C>
<PAGE>
<ARTICLE>                      7
<LEGEND>
<CIK>                          0000727892
<NAME>                         IDS Life Insurance Company
<MULTIPLIER>                   1000
<CURRENCY>                     U.S. DOLLAR
<FISCAL-YEAR-END>        DEC-31-1993 DEC-31-1994
<PERIOD-START>           JAN-01-1993 JAN-01-1994
<PERIOD-END>             DEC-31-1993 DEC-31-1994
<PERIOD-TYPE>                   YEAR       YEAR 
<EXCHANGE-RATE>                    1           1
<DEBT-HELD-FOR-SALE>               0     8017555
<DEBT-CARRYING-VALUE>       19392424    11269861
<DEBT-MARKET-VALUE>         20425979    10694800
<EQUITIES>                     1900         1906
<MORTGAGE>                   2055450     2400514
<REAL-ESTATE>                  27484       20835
<TOTAL-INVEST>              21854682    22121637
<CASH>                        146281      267774
<RECOVER-REINSURE>              1293        1110
<DEFERRED-ACQUISITION>       1652384     1865324
<TOTAL-ASSETS>              33057753    35747543
<POLICY-LOSSES>             21641067    22708910
<UNEARNED-PREMIUMS>                0           0
<POLICY-OTHER>                     0           0
<POLICY-HOLDER-FUNDS>          44516       50068
<NOTES-PAYABLE>                    0           0
<COMMON>                        3000        3000
              0           0
                        0           0
<OTHER-SE>                   1690346     1585691
<TOTAL-LIABILITY-AND-EQUITY>33057753    35747543
                    127245      144640
<INVESTMENT-INCOME>          1783219     1781873
<INVESTMENT-GAINS>            (6737)      (4282)
<OTHER-INCOME>                304344      384105
<BENEFITS>                   1341638     1303351
<UNDERWRITING-AMORTIZATION>   211733      280372
<UNDERWRITING-OTHER>          241974      210101
<INCOME-PRETAX>               412726      512512
<INCOME-TAX>                  142647      176343
<INCOME-CONTINUING>           270079      336169
<NET-INCOME>                  270079      336169
<DISCONTINUED>                     0           0
<EXTRAORDINARY>                    0           0
<CHANGES>                          0           0
<EPS-PRIMARY>                      0           0
<EPS-DILUTED>                      0           0
<RESERVE-OPEN>                 18004       20636
<PROVISION-CURRENT>            94976       93683
<PROVISION-PRIOR>                  0           0
<PAYMENTS-CURRENT>             92344       91091
<PAYMENTS-PRIOR>                   0           0
<RESERVE-CLOSE>                20636       23228
<CUMULATIVE-DEFICIENCY>            0           0

</TABLE>


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