IDS LIFE FLEXIBLE PAYMENT MARKET VALUE ANNUITY
POS AM, 1997-04-07
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<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-1

                         POST EFFECTIVE AMENDMENT NO. 6
                     TO REGISTRATION STATEMENT NO. 33-48701

                                      Under

                           The Securities Act of 1933

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

                                    Minnesota
         (State or other jurisdiction of incorporation or organization)

                                       63
- -------------------------------------------------------------------
            (Primary Standard Industrial Classification Code Number)

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

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

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

It is proposed that this filing become effective on May 1, 1997.

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>
                                          Calculation of Registration Fee
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------
                                                                                 Proposed
Title of each class                                    Proposed                   maximum
of securities to be             Amount to be        maximum offering         aggregate offering            Amount of
   registered                    registered          price per unit                price                registration fee
- ----------------------------------------------------------------------------------------------------------------------------

<S>                                 <C>              <C>                      <C>                       <C>                      
Interests in the Fixed              N/A
Account of the Group,
Unallocated Fixed/Variable
Annuity Contracts for
Qualified Retirement
Plans
</TABLE>

<PAGE>
                           IDS LIFE INSURANCE COMPANY

                       Registration Statement on Form S-1

                              Cross-Reference Sheet
                     Pursuant to Regulation S-K, Item 501(b)

Form S-1 Item Number and Caption                  Located in Prospectus;
                                                        Caption

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

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...............................The variable accounts;
                                                  The fixed account

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....................................The variable accounts;
                                                  The fixed account
10. Interests of Named Experts and
    Counsel.......................................Not Applicable

11. Information with Respect to the
    Registrant....................................About IDS Life;
                                                  Additional Information
                                                  about IDS Life

12. Disclosure of Commission Position
    on Indemnification for Securities
    Act Liabilities...............................See Item 14 in Part II

<PAGE>
                                     PART I.

                       INFORMATION REQUIRED IN PROSPECTUS

Attached hereto and made a part hereof is the Prospectus dated May 1, 1997.


<PAGE>

IDS Life Group Variable Annuity Contract

   
Prospectus
May 1, 1997
    

The  Group  Variable   Annuity  Contract  is  a  group,   unallocated   deferred
fixed/variable  annuity  contract (the  contract)  offered by IDS Life Insurance
Company  (IDS Life) a  subsidiary  of  American  Express  Financial  Corporation
(AEFC).  This contract is designed to fund employer group  retirement plans (the
plans) that qualify as retirement programs under Sections 401 (including 401(k))
and 457 of the  Internal  Revenue  Code of 1986,  as  amended  (the  Code).  The
contracts  provide for the  accumulation  of values on a fixed  and/or  variable
basis. Retirement payments are made on a fixed basis.

IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ

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

This prospectus  contains the information  about the variable  accounts that you
should  know  before  investing.  Refer  to  "The  variable  accounts"  in  this
prospectus.

The prospectus is accompanied or preceded by the retirement  annuity mutual fund
prospectus for IDS Life Aggressive  Growth Fund, IDS Life  International  Equity
Fund,  IDS Life Capital  Resource  Fund, IDS Life Managed Fund, IDS Life Special
Income Fund, IDS Life Moneyshare Fund, IDS Life Growth Dimensions Fund, IDS Life
Global  Yield  Fund  and IDS Life  Income  Advantage  Fund.  Please  read  these
documents carefully and keep them for future reference.

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

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

A Statement of Additional Information (SAI) (incorporated by reference into this
prospectus) filed with the Securities and Exchange Commission (SEC) is available
without  charge  by  contacting  IDS Life at the  telephone  number  above or by
completing and sending the order form on the last page of this  prospectus.  The
table of contents of the SAI is on the last page of this prospectus.
    

<PAGE>

Table of contents

Key terms

The Group Variable Annuity Contract in brief

Expense summary

Condensed financial information

Financial statements

Performance information

The variable accounts

   
The funds
IDS Life  Aggressive Growth  Fund 
IDS Life  International Equity Fund 
IDS Life Capital  Resource  Fund 
IDS Life Managed  Fund 
IDS Life Special  Income Fund 
IDS Life Moneyshare Fund 
IDS Life Growth  Dimensions Fund 
IDS Life Global Yield Fund
IDS Life Income Advantage Fund
    

The fixed account

Buying the annuity
How to make purchase payments

Charges
Contract administrative charge
Mortality and expense risk fee
Withdrawal charge
Premium taxes

Valuing the investment
Number of units
Accumulation unit value
Net investment factor
Factors that affect variable account
 accumulation units

Making the most of your  annuity  Transferring  money  between  accounts  How to
request a transfer or a withdrawal

Cash withdrawals, loans and conversions
Withdrawal policies
Loans
Receiving payout when the owner
 requests a withdrawal
Special withdrawal provisions
Conversion






<PAGE> 
Changing ownership

Contract transfer, termination and
 market value adjustment

The annuity payout period
Annuity payout plans

Taxes

Voting rights

Substitution

Other contractual provisions

Distribution of contracts

Recordkeeper

Additional information about IDS Life

Directors and executive officers

Executive compensation

Security ownership of management

Legal proceedings and opinion

Experts

Appendix

IDS Life financial information

About IDS Life

Periodic reports
Table of contents of the Statement of
 Additional Information






<PAGE> 
Key terms

These terms can help you understand details about your annuity.

Annuity  -  A  contract   purchased  from  an  insurance   company  that  offers
tax-deferred growth of the investment until earnings are withdrawn.

Accumulation  unit - A measure  of the  value of each  variable  account  before
annuity payouts begin.

Annuity payouts - A fixed amount paid at regular intervals to a payee.

Close of business - When the New York Stock  Exchange  (NYSE)  closes,  normally
3:00 p.m. Central Time.

Code - Internal Revenue Code of 1986, as amended.

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

Contract  value  - The  total  value  of  your  annuity  before  any  applicable
withdrawal charge,  market value adjustment,  contract  administrative charge or
any other applicable charge has been deducted.

Contract year - A period of 12 months,  starting on the  effective  date of your
contract and on each anniversary of the effective date.

Fixed account - An account to which you may allocate purchase payments.  Amounts
allocated to this account earn interest at rates that are declared  periodically
by IDS Life.

IDS Life - In this  prospectus,  "we,"  "us,"  "our" and "IDS Life" refer to IDS
Life Insurance Company.

Mutual funds (funds) - Nine IDS Life Retirement  Annuity mutual funds, each with
a different  investment  objective.  (See "The  funds.") You may  allocate  your
purchase  payments into variable  accounts  investing in shares of any or all of
these funds.

Owner (you, your) - The plan sponsor or trustee of the Plan.

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

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

Purchase payments - Payments made to IDS Life for an annuity.

Retirement date - The date when a participant's annuity payouts are scheduled to
begin.





<PAGE> 
Valuation date - Any normal business day,  Monday through  Friday,  that the New
York Stock Exchange is open. The value of each variable account is calculated at
the close of business on each valuation date.

Valuation  period - The interval of time  commencing at the close of business on
each  valuation  date and ending at the close of business on the next  valuation
date. Close of business is normally 3 p.m.
(Central time).

Variable  accounts  -  Separate  accounts  to which  you may  allocate  purchase
payments;  each  invests  in  shares of one  mutual  fund.  (See  "The  variable
accounts.") The value of your  investment in each variable  account changes with
the performance of the particular fund.

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

The Group Variable Annuity Contract in brief

Purpose:  The Group Variable Annuity Contract is used for plans
that meet the requirements of Code sections 401 (including 401(k))
and 457.

Accounts:  The owner can elect to have contract values accumulate
in any or all of:

o     nine  variable  accounts,  each of which  invests  in mutual  funds with a
      particular investment objective. The value of each variable account varies
      with the performance of the particular  fund. We cannot guarantee that the
      value at the  retirement  date will equal or exceed the total of  purchase
      payments allocated to the variable accounts. (p.)

o     one fixed account, which earns interest at rates that are
      adjusted periodically by IDS Life.  (p.)

Buying the annuity:  A financial advisor will help the owner complete and submit
an  application.  Applications  are  subject to  acceptance  at our  Minneapolis
office.  Generally,  payments may be made annually,  semiannually,  quarterly or
monthly or any other frequency we accept.

Transfers:  Subject to certain restrictions, you may redistribute
investments among accounts without charge at any time while the
contract is in force.  (p.)

Cash Withdrawals, Loans and Conversions:  The owner may withdraw
all or part of the contract's value at any time.  Withdrawals may
be subject to charges and tax penalties and may have tax
consequences.  Total withdrawals may be subject to a market value
adjustment.  (p.)







<PAGE> 
The owner also may request a  withdrawal  for the  purpose of funding  loans for
participants.  A  withdrawal  for a loan is not subject to  withdrawal  charges.
However,  we reserve the right to deduct  withdrawal  charges from the remaining
contract  value  to the  extent  of any  unpaid  loans  at the  time  of a total
withdrawal of contract value or at contract transfer or termination. (p.)

If a participant  terminates  employment,  the owner may direct us to withdraw a
part of the contract  value so that the  participant  can purchase an individual
deferred annuity contract from us. No withdrawal  charges will apply at the time
of withdrawal for this conversion. (p.)

Contract Transfer, Termination and Market Value Adjustment:  The
owner may direct us to withdraw the total contract value and
transfer that value to another funding agent.  (p.)

Under certain circumstances, we may terminate the contract.  (p.)

If the value of the fixed account is canceled due to total withdrawal,  contract
transfer or contract  termination,  a market value  adjustment may be imposed in
addition  to  applicable  contract  charges.  The  amount  of the  market  value
adjustment  approximates  the gain or loss  resulting  from  our sale of  assets
purchased by the purchase payments. (p.)

   
Annuity payouts:  The owner can direct us to begin retirement payouts to a payee
under an annuity payout plan that begins on the  participant's  retirement date.
The owner may  choose  from a  variety  of plans,  or the owner and IDS Life can
mutually  agree on other payout  arrangements.  The annuity payout plan selected
must meet the  requirements of the plan.  Payouts will be made on a fixed basis.
During the  annuity  payout  period,  you cannot be  invested  in more than five
variable accounts at any one time unless we agree otherwise. (p.)
    

Taxes: Generally there is no federal income tax to participants on contributions
to the contract made by the owner or on increases in the contract's  value until
distributions  are made. (Under certain  circumstances,  tax penalties and other
tax consequences may apply.) IDS Life is taxed as a life insurance company under
the Code. The income and capital gains of the variable  accounts,  to the extent
applied to increase  reserves  under the contract,  are not taxable to IDS Life.
(p.)

Charges:  The Group Variable  Annuity  Contract is subject to a $125 per quarter
($500 annual) contract  administrative  charge. We reserve the right to increase
this  charge,  but it will never  exceed  $1,000 per year.  We also  deduct a 1%
mortality and expense risk charge and a withdrawal  charge.  Currently there are
no premium taxes under this  contract,  but certain state and local  governments
may impose premium taxes when the owner selects an annuity payout plan. (p.)

Changing ownership:  In general, ownership of the contract may not
be transferred.  (p.)





<PAGE> 
Prohibited  investments:  The owner  will not offer  under the plan as a funding
vehicle to which future  contributions  may be made: (1)  guaranteed  investment
contracts;  (2) bank investment contracts; (3) annuity contracts; or (4) funding
vehicles providing a guarantee of principal. (p.)

Recordkeeper  - Any  person or  entity  authorized  by the  owner to  administer
recordkeeping  services  for the plan and  participants  must be approved by IDS
Life. (p.)

Expense summary

The purpose of this summary is to help the owner  understand  the various  costs
and expenses associated with the Group Variable Annuity Contract.

   
Owner Expenses

Withdrawal Charge:
(as a percentage of amount withdrawn)

Contract
  Year                         Percentage
- --------                       ----------
   1                               6%
   2                               5
   3                               4
   4                               3
   5                               2
   6                               1
7 and later                        0
    

Annual contract administrative charge                      $500
                                             ($125 per quarter)

Separate account annual expense
(as a percentage of average daily net assets of the underlying
fund)

Mortality and expense risk fee                        1%

Operating  expenses  of  underlying  mutual  funds:  management  fees and  other
expenses deducted as a percentage of average net assets as follows:
<TABLE>
<CAPTION>

   
                 IDS Life       IDS Life      IDS Life               IDS Life                 IDS Life    IDS Life   IDS Life
                Aggressive   International    Capital     IDS Life   Special    IDS Life       Growth      Global     Income
                  Growth         Equity       Resource    Managed    Income    Moneyshare    Dimensions    Yield     Advantage

<S>                <C>            <C>           <C>         <C>        <C>         <C>          <C>         <C>         <C> 
Management fees    .60%           .82%          .60%        .59%       .59%        .50%         .63%        .84%        .63%

Other expenses     .09            .16           .08         .07        .10         .06          .22         .62         .54

Total*             .69%           .98%          .68%        .66%       .69%        .56%         .85%       1.46%       1.17%
</TABLE>

*Annualized operating expenses of underlying mutual funds at Dec.
31, 1996.
    







<PAGE> 
Example:*  The owner would pay the  following  expenses on a $1,000  investment,
assuming 5% annual return and withdrawal at the end of each time period:
<TABLE>
<CAPTION>

                 IDS Life       IDS Life      IDS Life               IDS Life                 IDS Life    IDS Life   IDS Life
                Aggressive   International    Capital     IDS Life   Special    IDS Life       Growth      Global     Income
                  Growth         Equity       Resource    Managed    Income    Moneyshare    Dimensions    Yield     Advantage
   
<S>               <C>           <C>           <C>         <C>        <C>        <C>           <C>         <C>        <C>    
1 year            $ 80.92       $ 83.72       $ 80.82     $ 80.63    $ 80.92    $ 79.67       $ 82.46     $ 88.34    $ 85.55

3 years            113.77        122.29        113.47      112.88     113.77     109.93        118.48      136.29     127.85

5 years            136.34        150.96        135.84      134.82     136.34     129.73        144.43      174.76     160.44

10 years           219.50        250.28        218.43      216.27     219.50     205.42        236.59      299.32     269.97
</TABLE>
    

The owner would pay the following  expenses on the same  investment  assuming no
withdrawal  or  selection  of an  annuity  payout  plan at the end of each  time
period:
<TABLE>
<CAPTION>

                 IDS Life       IDS Life      IDS Life               IDS Life                 IDS Life    IDS Life   IDS Life
                Aggressive   International    Capital     IDS Life   Special    IDS Life       Growth      Global     Income
                  Growth         Equity       Resource    Managed    Income    Moneyshare    Dimensions    Yield     Advantage
   
<S>               <C>           <C>           <C>         <C>        <C>        <C>           <C>         <C>        <C>    
1 year            $ 19.07       $ 22.04       $ 18.96     $ 18.76    $ 19.07    $ 17.73       $ 20.71     $ 26.96    $ 23.99

3 years             58.98         67.98         58.67       58.05      58.98      54.93         63.95       82.75      73.84

5 years            101.41        116.52        100.88       99.83     101.41      94.57        109.77      141.14     126.33

10 years           219.50        250.28        218.43      216.27     219.50     205.42        236.59      299.32     269.97
</TABLE>
    
This  example  should  not be  considered  a  representation  of past or  future
expenses. Actual expenses may be more or less than those shown.

   
*  In  this  example,  the  $500  annual  contract   administrative   charge  is
approximated as a .170% charge based on our average contract size.
    

Condensed financial information
(unaudited)

The following tables give per-unit  information  about the financial  history of
each variable account.
<TABLE>
<CAPTION>
   
                                                              Years Ended Dec. 31,
                                  ---------------------------------------------------------------------------------------
                                  1996      1995     1994      1993      1992     1991     1990     1989     1988    1987
- -------------------------------------------------------------------------------------------------------------------------
Account F (investing in shares
of Capital Resource Fund)
Accumulation unit value at
<S>                              <C>       <C>      <C>       <C>       <C>      <C>      <C>      <C>      <C>     <C>  
beginning of period..........    $6.25     $4.94    $4.93     $4.82     $4.67    $3.22    $3.23    $2.57    $2.31   $2.07
- -------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at
end of period................    $6.67     $6.25    $4.94     $4.93     $4.82    $4.67    $3.22    $3.23    $2.57   $2.31
- -------------------------------------------------------------------------------------------------------------------------
Number of accumulation units
outstanding at end of period
(000,000 omitted)...........       629       642      577       489       403      310      243      205      187     181
- -------------------------------------------------------------------------------------------------------------------------
Ratio of operating expense to
average net assets...........    1.00%     1.00%    1.00%     1.00%     1.00%    1.00%    1.00%    1.00%    1.00%   1.00%
- -------------------------------------------------------------------------------------------------------------------------

Account IZ1 (investing in shares
of International Equity Fund)
Accumulation unit value at
beginning of period..........    $1.38     $1.25    $1.29     $0.98     $1.00        -        -        -        -       -
- -------------------------------------------------------------------------------------------------------------------------
    





<PAGE> 
   
Accumulation unit value at
end of period................    $1.49     $1.38    $1.25     $1.29     $0.98        -        -        -        -       -
- -------------------------------------------------------------------------------------------------------------------------
Number of accumulation units
outstanding at end of period
(000,000 omitted)............    1,220     1,089      913       406        70        -        -        -        -       -
- -------------------------------------------------------------------------------------------------------------------------
Ratio of operating expense to
average net assets...........    1.00%     1.00%    1.00%     1.00%     1.00%        -        -        -        -       -
- -------------------------------------------------------------------------------------------------------------------------

Account JZ2 (investing in shares
of Aggressive Growth Fund)
Accumulation unit value at
beginning of period..........    $1.46     $1.12    $1.21    $1.08      $1.00        -        -        -        -       -
- -------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at
end of period................    $1.68     $1.46    $1.12    $1.21      $1.08        -        -        -        -       -
- -------------------------------------------------------------------------------------------------------------------------
Number of accumulation units
outstanding at end of period
(000,000 omitted)............    1,173     1,008      780      347        116        -        -        -        -       -
- -------------------------------------------------------------------------------------------------------------------------
Ratio of operating expense to
average net assets...........    1.00%     1.00%    1.00%    1.00%      1.00%        -        -        -        -       -
- -------------------------------------------------------------------------------------------------------------------------
Account G (investing in shares
of Special Income Fund)
Accumulation unit value at
beginning of period..........    $4.59     $3.80    $3.99    $3.48      $3.21    $2.76    $2.67    $2.48    $2.27   $2.27
- -------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at
end of period................    $4.86     $4.59    $3.80    $3.99      $3.48    $3.21    $2.76    $2.67    $2.48   $2.27
- -------------------------------------------------------------------------------------------------------------------------
Number of accumulation units
outstanding at end of period
(000,000 omitted)............      362       394      362      405        330      271      237      222      176     170
- -------------------------------------------------------------------------------------------------------------------------
Ratio of operating expense to
average net assets...........    1.00%     1.00%    1.00%    1.00%      1.00%    1.00%    1.00%    1.00%    1.00%   1.00%
- -------------------------------------------------------------------------------------------------------------------------
Account H (investing in shares
of Moneyshare Fund)
Accumulation unit value at
beginning of period..........    $2.27     $2.18    $2.12    $2.09      $2.04    $1.95    $1.82    $1.69    $1.59    $1.51
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at
end of period................    $2.36     $2.27    $2.18    $2.12      $2.09    $2.04    $1.95    $1.82    $1.69    $1.59
- --------------------------------------------------------------------------------------------------------------------------
Number of accumulation units
outstanding at end of period
(000,000 omitted)............       90       103       84       75        102      126      139      109       63       52
- --------------------------------------------------------------------------------------------------------------------------
Ratio of operating expense to
average net assets...........    1.00%      1.00%    1.00%    1.00%      1.00%    1.00%    1.00%    1.00%    1.00%    1.00%
- --------------------------------------------------------------------------------------------------------------------------

Simple yield3                    3.77%      3.97%    4.16%    1.89%      1.76%    3.26%    6.25%    6.81%    7.30%    5.72%
- --------------------------------------------------------------------------------------------------------------------------

Compound yield3               3.84%      4.05%    4.24%    1.90%      1.77%    3.31%    6.44%    7.04%    7.57%    5.88%
- --------------------------------------------------------------------------------------------------------------------------

Account N4 (investing in shares
of Managed Fund)
Accumulation unit value at
beginning of period...........   $2.56     $2.09     $2.21    $1.98     $1.86    $1.45    $1.42    $1.14   $1.06    $1.01
- -------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at
end of period................    $2.97     $2.56     $2.09    $2.21     $1.98    $1.86    $1.45    $1.42   $1.14    $1.06
- -------------------------------------------------------------------------------------------------------------------------
Number of accumulation units
outstanding at end of period
(000,000 omitted)............    1,197     1,212     1,128      910       651      497      401      331     326      321
- -------------------------------------------------------------------------------------------------------------------------
    





<PAGE>
    
Ratio of operating expense to
average net assets...........    1.00%     1.00%     1.00%    1.00%     1.00%    1.00%    1.00%    1.00%   1.00%    1.00%
- -------------------------------------------------------------------------------------------------------------------------

Account KZ5 (investing in shares
of Global Yield Fund)
Accumulation unit value at
beginning of period...........   $1.00        --        --       --        --       --       --       --      --       --
- -------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at
end of period................    $1.07        --        --       --        --       --       --       --      --       --
- -------------------------------------------------------------------------------------------------------------------------
Number of accumulation units
outstanding at end of period
(000,000 omitted)............       25        --        --       --        --       --       --       --      --       --
- -------------------------------------------------------------------------------------------------------------------------
Ratio of operating expense to
average net assets...........    1.00%        --        --       --        --       --       --       --      --       --
- -------------------------------------------------------------------------------------------------------------------------

Account LZ5 (investing in shares
of Income Advantage Fund)
Accumulation unit value at
beginning of period...........   $1.00        --        --       --        --       --       --       --      --       --
- -------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at
end of period................    $1.05        --        --       --        --       --       --       --      --       --
- -------------------------------------------------------------------------------------------------------------------------
Number of accumulation units
outstanding at end of period
(000,000 omitted)............       60        --        --       --        --       --       --       --      --       --
- -------------------------------------------------------------------------------------------------------------------------
Ratio of operating expense to
average net assets...........    1.00%        --        --       --        --       --       --       --      --       --
- -------------------------------------------------------------------------------------------------------------------------

Account MZ5 (investing in shares
of Growth Dimensions Fund)
Accumulation unit value at
beginning of period...........   $1.00        --        --       --        --       --       --       --      --       --
- -------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at
end of period................    $1.11        --        --       --        --       --       --       --      --       --
- -------------------------------------------------------------------------------------------------------------------------
Number of accumulation units
outstanding at end of period
(000,000 omitted)............      351        --        --       --        --       --       --       --      --       --
- -------------------------------------------------------------------------------------------------------------------------
Ratio of operating expense to
average net assets...........    1.00%        --        --       --        --       --       --       --      --       --
- -------------------------------------------------------------------------------------------------------------------------
    
1Account IZ commenced operations on Jan. 13, 1992.
2Account JZ commenced operations on Jan. 13, 1992.
3Net of annual contract administrative charge and mortality and expense risk fee.
4Account N commenced operations on April 30, 1986.
5Accounts KZ, LZ and MZ commenced operations on April 30, 1996.
</TABLE>

Financial statements

   
The SAI dated May 1, 1997, contains:
o     complete audited financial statements of the variable accounts
      including:

      - statements of net assets as of Dec. 31, 1996;
      - statements of operations for the year ended Dec. 31, 1996,
      except for IDS Life Accounts KZ, LZ and MZ which are for the
      period April 30, 1996 (commencement of operations) to Dec. 31,
      1996;
      and
    






<PAGE> 
   
      - statements of changes in net assets for the years ended Dec.
      31, 1996 and Dec. 31, 1995, except for IDS Life Accounts KZ,
      LZ and MZ which are for the period April 30, 1996
      (commencement of operations) to Dec. 31, 1996.
    

This prospectus contains:

   
o     complete audited financial statements for IDS Life including:
      - consolidated balance sheets as of Dec. 31, 1996 and Dec. 31,
      1995; and
      - related consolidated statements of income, stockholder's
      equity and cash flows for each of the three years in the
      period ended Dec. 31, 1996.
    

Performance information

Performance  information for the variable  accounts may appear from time to time
in advertisements or sales literature.  In all cases, such information  reflects
the  performance of a hypothetical  investment in a particular  account during a
particular time period.  Calculations are performed as follows:

Simple yield - Account H (investing in IDS Life Moneyshare Fund):  Income over a
given  seven-day  period (not  counting  any change in the capital  value of the
investment) is annualized (multiplied by 52) by assuming that the same income is
received for 52 weeks. This annual income is then stated as an annual percentage
return on the investment.

Compound  yield - Account H:  Calculated  like simple yield,  except that,  when
annualized,  the income is assumed to be  reinvested.  Compounding of reinvested
returns increases the yield as compared to a simple yield.

Yield - For accounts  investing in income funds:  Net investment  income (income
less expenses) per accumulation  unit during a given 30-day period is divided by
the value of the unit on the last day of the period.  The result is converted to
an annual percentage.

   
Average annual total return:  Expressed as an average annual  compounded rate of
return of a hypothetical  investment over a period of one, five and 10 years (or
up to the life of the  account  if it is less than 10 years  old).  This  figure
reflects   deduction  of  all   applicable   charges,   including  the  contract
administrative  charge,  mortality and expense risk fee and  withdrawal  charge,
assuming a withdrawal at the end of the  illustrated  period.  Optional  average
annual  total  return  quotations  may be made that do not reflect a  withdrawal
charge deduction (assuming no withdrawal).

Aggregate  total return:  Represents  the  cumulative  change in the value of an
investment over a specified  period of time  (reflecting  change in an account's
accumulation  unit value).  The calculation  assumes  reinvestment of investment
earnings and reflects the  deduction of all  applicable  charges,  including the
contract  administrative  charge,  mortality and expense risk fee and withdrawal
charge, assuming a withdrawal at the end of the
    





<PAGE> 
   
illustrated period.  Optional aggregate total return quotations may be made that
do not reflect a withdrawal charge deduction (assuming no withdrawal). Aggregate
total return may be shown by means of schedules, charts or graphs.
    

Performance  information  should  be  considered  in  light  of  the  investment
objectives  and policies,  characteristics  and quality of the fund in which the
account  invests and the market  conditions  during the given time period.  Such
information is not intended to indicate future  performance.  Because advertised
yields and total return figures include all charges attributable to the annuity,
which has the effect of decreasing advertised  performance,  account performance
should not be compared to that of mutual funds that sell their  shares  directly
to the  public.  (See  the SAI for a  further  description  of  methods  used to
determine yield and total return for the accounts.)

If you would like additional information about actual performance,  contact your
financial advisor.

The variable accounts

Purchase  payments can be allocated to any or all of the variable  accounts that
invest in shares of the following funds:

                                   IDS Life Account  Established

   
IDS Life Aggressive Growth Fund        JZ            Sept. 20, 1991
IDS Life International Equity Fund     IZ            Sept. 20, 1991
IDS Life Capital Resource Fund         F             May 13, 1981
IDS Life Managed Fund                  N             April 17, 1985
IDS Life Special Income Fund           G             May 13, 1981
IDS Life Moneyshare Fund               H             May 13, 1981
IDS Life Growth Dimensions Fund        MZ            April 2, 1996
IDS Life Global Yield Fund             KZ            April 2, 1996
IDS Life Income Advantage Fund         LZ            April 2, 1996
    

Each variable  account meets the definition of a separate  account under federal
securities  laws.  Income,  capital gains and capital losses of each account are
credited or charged to that account alone.  No variable  account will be charged
with liabilities of any other account or of our general business.  Each variable
account's  net assets are held in relation to the  contracts  described  in this
prospectus as well as other  variable  annuity  contracts that we issue that are
not described in this  prospectus.  All obligations  arising under the contracts
are general obligations of IDS Life.

All variable  accounts were  established  under Minnesota law and are registered
together as a single unit investment  trust under the Investment  Company Act of
1940 (the 1940 Act). This  registration  does not involve any supervision of our
management or investment practices and policies by the SEC.








<PAGE> 
The funds
   
IDS  Life  Aggressive  Growth  Fund  Objective:  capital  appreciation.  Invests
primarily in common stock of small- and medium-size companies. The fund also may
invest in warrants or debt  securities  or in large  well-established  companies
when the portfolio  manager believes such investments offer the best opportunity
for capital appreciation.

IDS Life International Equity Fund
Objective:  capital  appreciation.  Invests primarily in common stock of foreign
issuers and foreign securities  convertible into common stock. The fund also may
invest in certain  international  bonds if the portfolio  manager  believes they
have a greater potential for capital appreciation than equities.

IDS  Life  Capital  Resource  Fund  Objective:  capital  appreciation.   Invests
primarily in U.S.  common stocks and other  securities  convertible  into common
stock, diversified over many different companies in a variety of industries.

IDS Life  Managed Fund  Objective:  maximum  total  investment  return.  Invests
primarily in U.S.  common  stocks,  securities  convertible  into common  stock,
warrants,  fixed income securities (primarily  high-quality corporate bonds) and
money-market  instruments.  The fund  invests in many  different  companies in a
variety of industries.

IDS Life  Special  Income  Fund  Objective:  to  provide a high level of current
income while conserving the value of the investment for the longest time period.
Invests  primarily in  high-quality,  lower-risk  corporate bonds issued by many
different companies in a variety of industries and in government bonds.

IDS Life Moneyshare Fund
Objective:  maximum current income consistent with liquidity and conservation of
capital.   Invests  in  high-quality  money  market  securities  with  remaining
maturities of 13 months or less.  The fund also will maintain a  dollar-weighted
average portfolio  maturity not exceeding 90 days. The fund attempts to maintain
a constant net asset value of $1 per share.

IDS Life Growth Dimensions Fund Objective:  long-term growth of capital. Invests
primarily in common stocks of U.S. and foreign  companies  showing potential for
significant growth.

IDS Life Global  Yield Fund  Objective:  high total  return  through  income and
growth of capital.  Invests  primarily  in a  non-diversified  portfolio of debt
securities of U.S. and foreign issuers.
    





<PAGE> 
   
IDS Life Income  Advantage Fund  Objective:  high current  income,  with capital
growth as a secondary objective. Invests in long-term, high-yielding,  high-risk
debt securities below investment grade issued by U.S. and foreign corporations.

More  comprehensive  information  regarding  each fund is  contained in the fund
prospectus. You should read the fund prospectus and consider carefully, and on a
continuing  basis,  which fund or  combination  of funds is best  suited to your
long-term investment needs. There is no assurance that the investment objectives
of the funds will be attained nor is there any guarantee that the contract value
will equal or exceed the total purchase  payments  made.  Some funds may involve
more risk than others--please monitor your investments accordingly.
    
The Internal Revenue Service (IRS) has issued final regulations  relating to the
diversification  requirements under Section 817(h) of the Code. Each mutual fund
intends to comply with these requirements.

The U.S.  Treasury and the IRS have indicated  that they may provide  additional
guidance  concerning  how many  variable  accounts  may be offered  and how many
exchanges among variable  accounts may be allowed before the owner is considered
to have  investment  control and thus is currently taxed on income earned within
variable  account  assets.  We do not  know at this  time  what  the  additional
guidance  will be or when action  will be taken.  We reserve the right to modify
the  contract,  as  necessary,  to ensure  that the owner will not be subject to
current taxation as the owner of the variable account assets.

We intend to  comply  with all  federal  tax laws to  ensure  that the  contract
continues to qualify as an annuity for federal  income tax purposes.  We reserve
the right to modify the contract as necessary to comply with any new tax laws.

   
IDS Life is the investment  manager and AEFC is the investment  advisor for each
of the funds. IDS International, Inc., a wholly owned subsidiary of AEFC, is the
sub-investment  advisor for IDS Life  International  Equity Fund. The investment
manager and advisors cannot  guarantee that the funds will meet their investment
objectives.  Please  read the  Retirement  Annuity  Mutual Fund  prospectus  for
complete information on investment risks,  deductions,  expenses and other facts
you should know before investing.  It is available by contacting IDS Life at the
address  or  telephone  number  on the  front of this  prospectus,  or from your
financial advisor.
    

The fixed account

   
Purchase payments may also be allocated to the fixed account.  The cash value of
the fixed  account  increases as interest is credited to the  account.  Purchase
payments and transfers to the fixed account  become part of the general  account
of IDS Life, the
    




<PAGE> 
   
company's  main  portfolio  of  investments.  Interest  is  credited  daily  and
compounded annually. We may change the interest rates from time to time.
    

In addition,  a market value  adjustment  is imposed on the fixed account if the
owner cancels the value of the fixed account due to total  withdrawal,  contract
transfer  or contract  termination.  The amount of the market  value  adjustment
approximates  the  gain or  loss  resulting  from  sale  by IDS  Life of  assets
purchased with purchase payments. (See "Market value adjustment.")

Because of exemptive and exclusionary provisions, interests in the fixed account
have not been registered under the Securities Act of 1933 (1933 Act), nor is the
fixed  account   registered  as  an  investment  company  under  the  1940  Act.
Accordingly,  neither the fixed  account nor any  interests in it are  generally
subject to the  provisions  of the 1933 or 1940 Acts,  and we have been  advised
that the staff of the SEC has not reviewed the  disclosures  in this  prospectus
that  relate to the fixed  account.  Disclosures  regarding  the fixed  account,
however,  may be subject  to  certain  generally  applicable  provisions  of the
federal  securities laws relating to the accuracy and completeness of statements
made in prospectuses.

Buying the annuity

   
A financial  advisor will help the owner prepare and submit an  application  and
send it along  with the  initial  purchase  payment to our  Minneapolis  office.
Please remember that investment  performance,  expenses and deduction of certain
charges affect accumulation unit value.
    

When applying, you can select

o  the account(s) in which to invest
o  how to make purchase payments

   
If the  application  is  complete,  we will  process  it and apply the  purchase
payments to your account(s)  within two business days after we receive it in our
Minneapolis  office.  If the  application is accepted,  we will send the owner a
contract. If we cannot accept the application within five business days, we will
decline it and return the payment  unless the parties agree  otherwise.  We will
credit  additional  purchase  payments to the contract's  account(s) at the next
close of business  after we receive and accept your payments at our  Minneapolis
office.
    

How to make purchase payments

1     By letter

Send your check along with your name and account number to:

Regular mail:

IDS Life Insurance Company
P.O. Box 74
Minneapolis, MN  55440-0074





<PAGE> 
Express mail:

IDS Life Insurance Company
733 Marquette Avenue
Minneapolis, MN  55402

2     By scheduled payment plan

A financial advisor can help set up:

o     participant salary reduction

Charges

Contract administrative charge
This fee is for establishing  and maintaining your records.  We deduct $125 from
the contract value at the end of each contract quarter (each three-month  period
measured from the effective date of your  contract).  We deduct this charge on a
pro-rata basis from the fixed and variable  accounts.  Annual  charge:  $500. We
reserve the right to increase the contract  administrative charge in the future,
but we guarantee that it will never exceed $250 per quarter ($1,000 per year).

Mortality and expense risk fee
This fee is to cover the mortality risk and expense risk and is applied daily to
the variable  accounts and  reflected  in the unit values of the  accounts.  The
variable  accounts pay this fee at the time that dividends are distributed  from
the funds in which they  invest.  Annually,  the fee  totals 1% of the  variable
accounts' average daily net assets.  Approximately  two-thirds of this amount is
for our  assumption  of mortality  risk and  one-third is for our  assumption of
expense risk. This fee does not apply to the fixed account.

   
Mortality risk arises because of our guarantee to make annuity payouts according
to the terms of the contract,  no matter how long a specific  participant  lives
and no matter how long the entire group of IDS Life  annuitants  live.  If, as a
group,  IDS Life  annuitants  outlive the life expectancy we have assumed in our
actuarial  tables,  then we must take money from our general  assets to meet our
obligations.  If,  as a  group,  IDS  Life  annuitants  do not  live  as long as
expected, we could profit from the mortality risk fee.
    

Expense  risk  arises  because  the  contract  administrative  charge  cannot be
increased  above  $1,000 per year and may not cover our  expenses.  Any  deficit
would have to be made up from our general assets.

   
We may use any profits  realized from the mortality and expense risk fee for any
proper  corporate  purpose,  including,  among others,  payment of  distribution
(selling)  expenses.  We do not expect that the withdrawal charge,  discussed in
the following paragraphs, will cover sales and distribution expenses.
    







<PAGE> 
Withdrawal charge

If the owner  withdraws  part or all of the  contract,  a withdrawal  charge may
apply. This withdrawal charge represents a percentage of the amount withdrawn as
follows:

                                          Withdrawal charge as
                                          percentage of amount
Contract year:                                 withdrawn:
- ------------------------------------------------------------------
       1                                           6%
       2                                           6
       3                                           5
       4                                           4
       5                                           3
       6                                           2
       7                                           1
       8 and later                                 0
- ------------------------------------------------------------------

In the case of partial  withdrawal,  the withdrawal  charge is deducted from the
contract value remaining after the owner is paid the amount requested.

Example of withdrawal charge:

Owner requests $1,000 partial withdrawal, and the withdrawal charge is 5%:

$1,000 partial withdrawal = $1,052.63
          .95

Total amount withdrawn...............$1,052.63
                                      x   0.05
Total withdrawal charge..............$   52.63

There are no withdrawal  charges for  withdrawals  on behalf of a participant if
the participant:

     o attains age 59 1/2;
     o purchases an immediate annuity under the annuity payout
       plans of this contract after separation from service;
     o retires under the plan after age 55;
     o becomes disabled (as defined by the Code);
     o dies;
     o encounters financial hardship as permitted under the plan
       and the Code;
     o receives a loan as requested by the owner;
     o converts contract value to an individual retirement annuity
       or other qualified annuity offered by IDS life as requested
       by the owner.

Under no circumstance will withdrawal  charges exceed 8.5% of aggregate purchase
payments made.








<PAGE> 
Possible group reductions: In some cases lower sales and administrative expenses
may be incurred or we may perform fewer services.  In such cases, we may be able
to reduce or eliminate  certain  contract  charges.  However,  we expect this to
occur infrequently.

Premium taxes

Currently,  there are no premium taxes under this  contract.  However,  a charge
will be made by IDS Life  against  the  contract  value  for any state and local
premium  taxes to the  extent  the  taxes are  payable  in  connection  with the
purchase of an annuity contract under the annuity payout plans.

   
Valuing the investment
    

Here is how the accounts are valued:

   
Fixed account: The amounts allocated to the fixed account are valued directly in
dollars and equal the sum of your purchase payments,  plus interest earned, less
any amounts  withdrawn or  transferred  (including  the contract  administrative
charge).
    

Variable accounts: Amounts allocated to the variable accounts are converted into
accumulation  units.  Each time the owner makes a purchase  payment or transfers
amounts  into one of the variable  accounts,  a certain  number of  accumulation
units are credited to the contract for that account.  Conversely,  each time the
owner takes a partial withdrawal, transfers amounts out of a variable account or
is assessed a contract  administrative  charge, a certain number of accumulation
units are subtracted from the contract.

The accumulation  units are the true measure of investment value in each account
during the  accumulation  period.  They are related to, but not the same as, the
net asset value of the underlying  fund.  The dollar value of each  accumulation
unit can rise or fall  daily  depending  on the  performance  of the  underlying
mutual  fund  and on  certain  fund  expenses.  Here  is  how  unit  values  are
calculated:

Number of units
To  calculate  the number of  accumulation  units for a particular  account,  we
divide the investment, by the current accumulation unit value.

Accumulation unit value
The current  accumulation  unit value for each variable  account equals the last
value times the account's current net investment factor.

Net investment factor
o  Determined  each business day by adding the underlying  mutual fund's current
   net asset value per share,  plus per share amount of any current  dividend or
   capital gain distribution; then
o  dividing that sum by the previous net asset value per share; and
o  subtracting the percentage factor representing the mortality and
   expense risk fee from the result.





<PAGE> 
Because the net asset value of the  underlying  mutual fund may  fluctuate,  the
accumulation  unit  value  may  increase  or  decrease.  The  owner  bears  this
investment risk in a variable account.

Factors that affect variable account  accumulation  units Accumulation units may
change in two ways; in number and in value.  Here are the factors that influence
those changes:

The number of accumulation units owned may fluctuate due to:

o  additional purchase payments allocated to the variable
   account(s);
o transfers into or out of the variable  account(s);  o partial  withdrawals;  o
withdrawal charges; and/or o contract administrative charges.

Accumulation unit values may fluctuate due to:

o changes in underlying mutual fund(s) net asset value; o dividends  distributed
to the  variable  account(s);  o capital  gains or losses of  underlying  mutual
funds;  o mutual fund  operating  expenses;  and/or o mortality and expense risk
fees.

Making the most of the annuity

Transferring money between accounts
The owner may transfer money from one account,  including the fixed account,  to
another before the annuity  payouts begin.  If we receive the request before the
close of business,  we will  process it that day.  Requests  received  after the
close of business will be processed  the next  business day.  There is no charge
for  transfers.  Before making a transfer,  the owner should  consider the risks
involved in switching investments.

We may  suspend  or modify  transfer  privileges  at any time.  Any  restriction
imposed by the plan will apply.

How to request a transfer or a withdrawal

A  transfer  or  withdrawal  request  can be made by  letter  or we can agree to
another method.  Send the plan name,  account number,  Social Security Number or
Taxpayer Identification Number and signed
request for a transfer or withdrawal to:

Regular mail:
IDS Life Insurance Company
IDS Tower 10
Minneapolis, MN  55440-0010

Express mail:
IDS Life Insurance Company
733 Marquette Avenue
Minneapolis, MN  55402








<PAGE> 
As owner, you may withdraw all or part of the annuity contract value at any time
by  sending  a written  request  or by any other  method  we  accept.  For total
withdrawals,  we will compute the value of the contract at the close of business
after we receive the request.  We may ask the owner to return the contract.  The
owner  may have to pay  withdrawal  charges  (see  "Charges")  and IRS taxes and
penalties (see "Taxes").

   
Cash withdrawals, loans and conversions
    

Withdrawal policies

o If the  owner  requests  a total  withdrawal,  payment  will  equal  the total
contract value less the contract  administrative  charge, any applicable premium
tax and withdrawal charge.

o  The owner or the recordkeeper must state the reason for a
partial withdrawal.

o If the  contract  has a balance in more than one  account  and  request  for a
partial  withdrawal is made, we will withdraw money from all the accounts in the
same  proportion as the value in each account  correlates to the total  contract
value, unless requested otherwise.

o For total  withdrawals  from the fixed account,  a market value adjustment may
apply. (See "Contract transfer, termination and market value adjustment" below.)

Loans

The  owner  may  request  withdrawals  for the  purpose  of  funding  loans  for
participants. At the time of the loan request, the owner must specify from which
accounts the withdrawal for the loan should be made. The amount and terms of the
loan must be in accordance with the applicable  requirements of the plan and the
Code. IDS Life assumes no responsibility for the validity of the loan or whether
the loan complies with such applicable requirements.

Withdrawals for the purpose of funding a loan under the plan will not be subject
to withdrawal  charges when the loan is made.  However,  we reserve the right to
deduct any such  withdrawal  charges from the  remaining  contract  value to the
extent of any unpaid  loans at the time of a total  withdrawal  of the  contract
value or at contract transfer or termination. (See "Charges.")

Receiving payout when the owner requests a withdrawal

By regular or express mail

o Payable to owner

o Normally mailed to address of record within seven days after
receiving the request.  However, we may postpone the payout if:

      -the withdrawal amount includes a purchase payment check that
      has not cleared




<PAGE> 
      -the NYSE is closed,  except  for  normal  holiday  and  weekend  closings
      -trading on the NYSE is restricted,  according to SEC rules -an emergency,
      as defined by SEC rules,  makes it impractical to sell securities or value
      the net assets of the  accounts  -the SEC permits us to delay  payment for
      the protection of security holders.

Special withdrawal provisions

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

o IDS Life reserves the right to defer the payment of amounts withdrawn from the
fixed account for a period not to exceed six months from the date we receive the
request for withdrawal.

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

o A  withdrawal  charge will be deducted  from the amount  withdrawn  subject to
certain  limitations and exceptions.  (See "Charges.") A cash withdrawal is also
subject to federal  income taxes and may incur  federal tax  penalties.  The tax
consequences of a cash withdrawal payment should be carefully  considered.  (See
"Taxes.")

Conversion

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

Changing ownership

Ownership of the contract may not be transferred except to:

      o a trustee or successor trustee of a pension or profit
       sharing trust that is qualified under the Code; or

      o as otherwise permitted by laws and regulations governing the plans under
        which the contract is issued.







<PAGE> 
Subject  to the  provisions  above,  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 except
IDS Life.

Contract transfer, termination and market value adjustment

Withdrawals by owner for transfer of funds
The owner may direct IDS Life to withdraw the total  contract value and transfer
that value to another funding agent. All applicable  contract charges  including
withdrawal  charges  will be payable by the owner and will be deducted  from the
first payout unless the total contract value is transferred to a plan offered by
IDS Life or its affiliates. (See "Charges.")

The  owner  must  provide  IDS  Life  with a  written  request  to  make  such a
withdrawal. This written request must be sent to our Minneapolis office and must
specify  the  initial  withdrawal  date and payee to whom the  payouts are to be
made.

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

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

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

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

2. The contract value may be paid in a lump sum. Any amount  attributable to the
fixed  account  value will be based on the  market  value of such  balance.  The
market value will be  determined by us by applying the formula  described  below
under "Market value adjustment." We will make lump sum payments according to the
provisions of the above section  titled  "Receiving a payment when you request a
withdrawal."

Market value  adjustment - A market value  adjustment (MVA) applies only when we
pay out the fixed account value in a lump sum when:

o  the owner withdraws the total contract value to transfer that
value to another funding vehicle;





<PAGE> 
o  the owner makes a total withdrawal of the fixed account contract
value; or

o  we terminate the contract as described below.  (See "Contract
termination.")

The MVA will be applied to the amount  being  withdrawn  from the fixed  account
after deduction of any applicable contract  administrative charge and withdrawal
charge. (See "Charges.")

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

MVA = fixed account value x (A - B) x C

Where:

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

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

C     = the  annuity  factor,  which  represents  the  relationship  between the
      contract year and the average duration of underlying  investments from the
      following table:

     Contract Year                      Annuity Factor
          1-3                                 6.0
          4-6                                 5.0
          7+                                  4.0

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

No MVA applies if:

o the owner makes a partial withdrawal of the fixed account
contract value;

o  installment  payments are made when the owner  withdraws  the total  contract
value to transfer  that value to another  funding  vehicle or we  terminate  the
contract; or

o the owner  transfers  contract  values from the fixed  account to the variable
accounts as described above under "Transfer money between accounts."

Contract termination
We  reserve  the right  upon 30 days'  written  notice to the owner to declare a
contract  termination  date that will be any date on or after the  expiration of
the 30-day notification period.






<PAGE> 
A contract termination date may be declared if:

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

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

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

o The owner changes to a recordkeeper that is not approved by us.

If we waive our rights to  terminate  the contract  under any  provision of this
section at any time, such waiver will not be considered a precedent and will not
prohibit  us from  exercising  the right to  terminate  this  contract,  for the
reasons noted above, at any future time.

Procedures at contract  termination  On the contract  termination  date, we will
withdraw any outstanding charges, including any contract administrative charges,
from the contract  value.  A  withdrawal  charge may apply and be payable by the
owner on account of any  termination  under this  provision and will be deducted
from the first termination payment. (See "Charges.")

At the owner's option, we will pay the contract value in a lump sum or in annual
installment  payouts  according  to the table  under  "Withdrawals  by owner for
transfer of funds" above. A lump sum payout will be subject to an applicable MVA
to the fixed account value. If the owner does not select an option,  we will pay
the contract value to you under the installment option.

The annuity payout period

When a plan  participant  reaches his or her  retirement  date, the owner of the
contract may select one of the annuity  payout plans outlined below or the owner
and IDS Life will  mutually  agree on other payout  arrangements.  No withdrawal
charges are deducted under the payout plans listed below.

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





<PAGE> 
Annuity payout plans
The owner may choose any one of these annuity  payout plans by giving us written
instructions  at least 30 days before contract values are to be used to purchase
the payout plan.

o Plan A - Life  annuity  - no  refund:  Monthly  payouts  are  made  until  the
annuitant's  death.  Payouts  end with the last  payout  before the  annuitant's
death; no further payouts will be made.

This means that if the  annuitant  dies after only one  monthly  payout has been
made, no more payouts will be made.

o Plan B - Life annuity with five, 10 or 15 years certain:  Monthly  payouts are
made for a guaranteed  payout  period of five, 10 or 15 years that the annuitant
elects.  This  election  will  determine  the length of the payout period to the
beneficiary  if the annuitant  should die before the elected period has expired.
The  guaranteed  payout period is calculated  from the  retirement  date. If the
annuitant outlives the elected  guaranteed payout period,  payouts will continue
until the annuitant's death.

o Plan C - Life annuity - installment refund: Monthly payouts are made until the
annuitant's death, with our guarantee that payouts will continue for some period
of time.  Payouts will be made for at least the number of months  determined  by
dividing  the amount  applied  under this  option by the first  monthly  payout,
whether or not the annuitant is living.

   
o Plan D - Joint and last survivor life annuity - no refund: Monthly payouts are
made  while both the  annuitant  and a joint  annuitant  are  living.  If either
annuitant dies,  monthly payouts  continue at the full amount until the death of
the surviving annuitant. Payouts end with the death of the second annuitant.
    

o Plan E -  Payouts  for a  specified  period:  Monthly  payouts  are made for a
specific  payout period of 10 to 30 years chosen by the annuitant.  Payouts will
be made only for the number of years  specified  whether the annuitant is living
or not.  Depending  on the  time  period  selected,  it is  foreseeable  that an
annuitant can outlive the payout period selected. In addition, a 10% IRS penalty
tax could apply under this payout plan. (See "Taxes.")

Restrictions on payout options:

Since the contract is issued in connection with plans that meet the requirements
of code section 401  (including  401(k)) and 457, the payout  schedule must meet
the applicable  requirements of the particular  plan and of the code,  including
the distribution and incidental death benefit requirements. In general, the plan
must provide for retirement payouts:

o  over the life of the participant;
o  over the joint lives of the participant and a designated
   beneficiary;
o  for a period not exceeding the life expectancy of the
   participant; or





<PAGE> 
o  for a period not exceeding the joint life expectancies of the
   participant and a designated beneficiary.

If  monthly  payouts  would be less than $20:  We will  calculate  the amount of
monthly  payouts  at the time the  immediate  annuity  is  purchased  to provide
retirement  payouts. If the calculations show that monthly payouts would be less
than  $20,  we have the right to pay the  contract  value to the owner in a lump
sum.

Taxes

Tax treatment of IDS Life and the variable accounts: IDS Life is taxed as a life
insurance  company  under the Code.  Although  the  operations  of the  variable
accounts are  accounted  for  separately  from other  operations of IDS Life for
purposes of federal income  taxation,  the variable  accounts are not taxable as
entities  separate from IDS Life.  Under  existing  federal income tax laws, the
income and capital  gains of the  variable  accounts,  to the extent  applied to
increase reserves under the contracts, are not taxable to IDS Life.

Taxation of annuities in general: Generally, there is no tax to a participant on
contributions made by the owner to the contract or on any increases in the value
of the  contract.  However,  when  distribution  to a  participant  occurs,  the
distribution  will be subject to taxation (except  contributions  that were made
with after-tax dollars).

   
Penalties: If participants receive amounts from the contract before reaching age
59-1/2, they may have to pay a 10% IRS penalty on the amount includable in their
ordinary income.  However, this penalty will not apply to any amount received by
the participant or designated beneficiary:

o     because of the participant's death;
o     because the participant becomes disabled (as defined in the
      Code);
o     if the  distribution is part of a series of  substantially  equal periodic
      payments after separation from service,  made at least annually,  over the
      participant's life or life expectancy (or joint lives or life expectancies
      of the participant and designated beneficiary);
o     if the participant retires under the plan during or after the
      year he or she attains age 55; or
o     if the payout is a 457 plan distribution.
    

Other  penalties  or  exceptions  may apply if  distributions  are made from the
annuity before your plan specifies that payouts can be made.

Withholding:  If the participant  receives a distribution,  mandatory 20% income
tax  withholding  generally  will be imposed at the time the payout is made. Any
withholding  that is done represents a prepayment of the  participant's  tax due
for the year and the  participant  will take credit for such amounts when filing
an annual tax return. This mandatory withholding will not be imposed if:





<PAGE> 
   
o     instead of receiving the distribution check, the participant
      elects to have the distribution rolled over directly to an IRA
      or another eligible plan;
o     the payout is one in a series of  substantially  equal  periodic  payouts,
      made at least annually, over the participant's life or life expectancy (or
      the joint lives or life  expectancies  of the  participant  and designated
      beneficiary) or over a specified period of 10 years or more;
o     the payout is a minimum distribution required under the Code;
      or
o     the payout is a 457 plan distribution.

Payouts made to a surviving  spouse instead of being directly  rolled over to an
IRA may also be subject to 20% income tax withholding.
    

If a distribution is made to the participant from a contract offered under a 457
plan (deferred  compensation  plan of state and local governments and tax-exempt
organizations),  withholding is computed using payroll  methods,  depending upon
the type of payment.

Elective   withholding:   If  the  distribution  is  not  subject  to  mandatory
withholding  as  described  above,  the  participant  can  elect not to have any
withholding  occur.  To do this we must be provided with a valid Social Security
Number or Taxpayer Identification Number.

If this  election  is not made and if the  payout is part of an  annuity  payout
plan,  the amount of  withholding  generally is computed  using payroll  tables.
Please send us a statement  of how many  exemptions  to use in  calculating  the
withholding. If the distribution is any other type of payment (such as a partial
or full withdrawal), withholding is computed using 10% of the taxable portion.

Some  states  also  impose  withholding  requirements  similar  to  the  federal
withholding described above. If this should be the case, any payments from which
federal withholding is deducted may also have state withholding deducted.

The withholding  requirements  may differ if payment is being made to a non-U.S.
citizen or if the payment is being delivered outside the United States.

Important: Our discussion of federal tax laws is based upon our understanding of
these  laws as they are  currently  interpreted.  Federal  tax  laws or  current
interpretations of them may change. For this reason and because tax consequences
are complex  and highly  individual  and cannot  always be  anticipated,  please
consult a tax advisor  regarding  any  questions  about  taxation of the annuity
contract.






<PAGE> 
Tax qualification

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

Voting rights

The contract owner or other  authorized  party with  investments in the variable
account(s) may vote on important mutual fund policies.  We will vote fund shares
according to the instructions we receive.

The number of votes is  determined by applying the  percentage  interest in each
variable account to the total number of votes allowed to the account.

We calculate  votes  separately  for each account not more than 60 days before a
shareholders' meeting. Notice of these meetings, proxy materials and a statement
of the number of votes to which the voter is entitled, will be sent.

We will vote  shares  for which we have not  received  instructions  in the same
proportion  as the votes for which we have received  instructions.  We also will
vote the shares for which we have voting  rights in the same  proportion  as the
votes for which we have received instructions.

Substitution

Shares of any of the  underlying  funds may not always be available for purchase
by the variable  accounts,  or we may decide that further investment in any such
fund's shares is no longer  appropriate  in view of the purposes of the variable
account.  In either  event,  shares of another  registered  open-end  management
investment  company may be substituted both for fund shares already purchased by
the variable account and for purchases to be made in the future. In the event of
any substitution pursuant to this provision, we may make appropriate endorsement
to the contract and certificates to reflect the substitution.

We reserve the right to split or combine  the value of  accumulation  units.  In
effecting  such change of unit values,  strict  equity will be preserved  and no
change will have a material  effect on the benefits under the contract or on any
other provisions of the contract.








<PAGE> 
Other contractual provisions

Modification

Upon notice to the owner, the contract may be modified by IDS Life
if such modification:
o     is necessary to make the contract or the variable accounts
      comply with any law or regulation issued by a governmental
      agency to which we or the variable accounts are subject;
o     is necessary to assure continued qualification of the contract
      under the Code or other federal or state laws relating to
      retirement annuities or annuity contracts;
o     is necessary to reflect a change in the variable accounts; or
o     provides additional accumulation options for the variable
      accounts.

In the event of any such  modification,  we may make appropriate  endorsement to
the contract to reflect such modification.

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

o     guaranteed investment contracts;
o     bank investment contracts;
o     annuity contracts with fixed and/or variable accounts; or
o     funding vehicles providing a guarantee of principal.

IDS Life  reserves the right to  terminate  the contract if one or more of these
prohibited investments is offered.

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

Distribution of contracts

IDS Life is the principal underwriter for the contracts.  We are registered with
the SEC under the Securities  Exchange Act of 1934 (1934 Act) as a broker-dealer
and are a member of the National Association of Securities Dealers, Inc.

We may enter into distribution agreements with certain broker-dealers registered
under the 1934 Act.  We will pay a  maximum  commission  of 7% for the sale of a
contract.  In addition, we may pay a service commission when the owner maintains
the contract in force.







<PAGE> 
Recordkeeper

We provide a contract to fund plans that meet the  requirements of Code Sections
401  (including  401(k))  and  457.  We do not  provide  any  administrative  or
recordkeeping  services in connection with the Plan. We will rely on information
and/or  instructions  provided by the Plan administrator  and/or recordkeeper in
order to properly administer the contract. For this reason, any person or entity
authorized  by the owner to administer  recordkeeping  services for the Plan and
participants must be approved by IDS Life.

Additional information about IDS Life

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.

   
                                         Years ended Dec. 31, (thousands)
<TABLE>
<CAPTION>
                                         1996          1995          1994          1993          1992

<S>                               <C>           <C>           <C>           <C>           <C>        
Premiums......................... $   182,921   $   161,530   $   144,640   $   127,245   $   114,379
Net investment income............   1,965,362     1,907,309     1,781,873     1,783,219     1,616,821
Net gain (loss) on investments...        (159)       (4,898)       (4,282)       (6,737)       (3,710)
Other............................     574,341       472,035       384,105       304,344       240,959
                                   ----------    ----------    ----------    ----------    ----------

Total revenues................... $ 2,722,465   $ 2,535,976   $ 2,306,336   $ 2,208,071   $ 1,968,449
                                    =========     =========     =========     =========     =========
Income before income taxes....... $   621,714   $   560,782   $   512,512   $   412,726   $   315,821
                                      =======       =======       =======       =======       =======
Net income....................... $   414,576   $   364,940   $   336,169   $   270,079   $   211,170
                                      =======       =======       =======       =======       =======
Total assets..................... $47,305,981   $42,900,078   $35,747,543   $33,057,753   $27,295,773
                                   ==========    ==========    ==========    ==========    ==========
</TABLE>
    
Management's discussion and analysis of consolidated financial
condition and results of operations
   
Results of operations

1996 compared to 1995:

Consolidated net income increased 14% to $415 million in 1996,  compared to $365
million in 1995. Earnings growth resulted primarily from increases in management
fees and policyholder and  contractholder  charges  partially offset by a slight
decrease in investment margins. These increases reflect higher average insurance
and  annuities in force during  1996.  Investment  margins were below prior year
levels primarily due to increasing interest credited rates throughout 1996.

Consolidated  income before income taxes totaled $622 million in 1996,  compared
with $561 million in 1995. In 1996,  $161 million was from the life,  disability
income and long-term care insurance segment, compared with $125 million in 1995.
In 1996, $461 million was from the annuity  segment,  compared with $440 million
in 1995.

Total premiums  received  increased to $6.1 billion in 1996,  compared with $5.0
billion in 1995.  This  increase  is  primarily  due to an  increase in sales of
variable annuities in 1996.

    




<PAGE> 
   
Total revenues increased to $2.7 billion in 1996,  compared with $2.5 billion in
1995.  The increase is primarily  due to  increases  in net  investment  income,
policyholder  and  contractholder  charges,  and management fees. Net investment
income,  the  largest  component  of  revenues,  increased  from the prior year,
reflecting a slight increase in investments owned.

Policyholder  and  contractholder  charges,  which consist  primarily of cost of
insurance charges on universal life-type policies, increased 18% to $303 million
in 1996, compared with $256 million in 1995. This increase reflects higher total
life insurance in force which grew 13% to $67 billion at December 31, 1996.

Management and other fees  increased 26% to $271 million in 1996,  compared with
$216 million in 1995.  This is primarily due to an increase in separate  account
assets,  which  grew 24% to $19  billion at  December  31,  1996,  due to market
appreciation and sales. The Company provides investment  management services for
the mutual funds used as investment  options for variable annuities and variable
life insurance.  The Company also receives a mortality and expense risk fee from
the separate accounts.

Total  benefits and  expenses  increased  slightly to $2.1 billion in 1996.  The
largest component of expenses,  interest  credited to policyholder  accounts for
universal  life-type  insurance  and  investment  contracts,  increased  to $1.4
billion.  This was due to higher  aggregate  amounts in force and an increase in
average interest credited rates.
    
1995 compared to 1994:

Consolidated net income increased 8.6% to $365 million in 1995, compared to $336
million in 1994. Earnings growth resulted primarily from increases in management
fees and policyholder and  contractholder  charges  partially offset by a slight
decrease in investment margins. These increases reflect higher average insurance
and  annuities in force during  1995.  Investment  margins were below prior year
levels  primarily  due to higher  interest  credited  rates during the first two
quarters of 1995.

Consolidated  income before income taxes totaled $561 million in 1995,  compared
with $513 million in 1994. In 1995,  $125 million was from the life,  disability
income, health and long-term care insurance segment,  compared with $123 million
in 1994. In 1995, $440 million was from the annuity segment,  compared with $394
million in 1994.  There was a $4.9 million net realized loss on  investments  in
1995, compared with a net realized loss on investments of $4.3 million in 1994.

Total premiums  received  decreased to $5.0 billion in 1995,  compared with $5.7
billion in 1994.  This  decrease  is  primarily  due to a  decrease  in sales of
variable  annuities,  reflecting  very strong sales of variable  products during
1994.








<PAGE> 
Total revenues increased to $2.5 billion in 1995,  compared with $2.3 billion in
1994.  The increase is primarily  due to  increases  in net  investment  income,
policyholder  and  contractholder  charges,  and management fees. Net investment
income,  the  largest  component  of  revenues,  increased  from the prior year,
reflecting an increase in investments owned.

Policyholder  and  contractholder  charges,  which consist  primarily of cost of
insurance charges on universal life-type policies, increased 16% to $256 million
in 1995, compared with $220 million in 1994. This increase reflects higher total
life insurance in force which grew 13% to $59.4 billion at December 31, 1995.

Management and other fees  increased 32% to $216 million in 1995,  compared with
$164 million in 1994.  This is primarily due to an increase in separate  account
assets,  which  grew 38% to $15  billion at  December  31,  1995,  due to market
appreciation and sales. The Company provides investment  management services for
the mutual funds used as investment  options for variable annuities and variable
life insurance.  The Company also receives a mortality and expense risk fee from
the separate accounts.

Total  benefits  and expenses  increased  to $2.0  billion in 1995.  The largest
component of expenses,  interest credited to policyholder accounts for universal
life-type insurance and investment  contracts,  increased to $1.3 billion.  This
was due to higher aggregate amounts in force and an increase in average interest
credited rates.
       

Risk management

The Company  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 targeted  spread between the interest rate earned on investments
and the interest rate credited to clients' accounts. The Company does not invest
in securities to generate trading profits.

The Company 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 and swaps, for hedging  purposes.  These  derivatives
protect
    




<PAGE> 
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 the  Company  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, dividends and investment purchases.
   
The  Company  has  available  lines of  credit  with two  banks  and its  parent
aggregating $175 million,  of which $100 million is with its parent. The $25,000
line of credit  with one bank  expired on Dec.  31, 1996 and the Company did not
seek renewal. The $50,000 line of credit with the other bank expires on June 30,
1997 and the  Company  expects  to seek  renewal.  The lines of credit  are used
strictly  as  short-term  sources  of funds.  Borrowings  outstanding  under the
agreements  were $nil at Dec. 31, 1996.  At Dec. 31, 1996,  outstanding  reverse
repurchase agreements totaled $17 million.

At Dec. 31, 1996, investments in fixed maturities comprised 86% of the Company's
total invested assets.  Of the fixed maturity  portfolio,  approximately  42% is
invested in GNMA, FNMA and FHLMC mortgage-backed securities which are considered
AAA/Aaa quality.

At Dec. 31,  1996,  approximately  9.6% of the  Company's  investments  in fixed
maturities were below investment grade bonds.  These  investments may be subject
to a higher degree of risk than the high-rated  issues because of the borrower's
generally greater sensitivity to adverse economic conditions,  such as recession
or increasing  interest rates, and in certain  instances,  the lack of an active
secondary  market.  Expected  returns on below  investment  grade bonds  reflect
consideration of such factors. The Company has 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, 1996,  net  unrealized  appreciation  on fixed  maturities  held to
maturity included $380 million of gross unrealized  appreciation and $94 million
of  gross  unrealized   depreciation.   Net  unrealized  appreciation  on  fixed
maturities  available  for  sale  included  $231  million  of  gross  unrealized
appreciation and $93 million of gross unrealized depreciation.

At Dec. 31, 1996,  the Company had an  allowance  for losses for mortgage  loans
totaling $37 million and for real estate investments totaling $4 million.

    




<PAGE> 
   
The economy and other factors have caused an increase in the number of insurance
companies that are under regulatory supervision.  This circumstance has resulted
in an increase in assessments by state guaranty  associations to cover losses to
policyholders of insolvent or rehabilitated  companies.  Some assessments can be
partially  recovered  through a  reduction  in future  premium  taxes in certain
states. The Company  established an asset for guaranty  association  assessments
paid to those  states  allowing  a  reduction  in future  premium  taxes  over a
reasonable  period of time.  The asset is being  amortized as premium  taxes are
reduced.  The  Company  has  also  estimated  the  potential  effect  of  future
assessments  on the Company's  financial  position and results of operations and
has established a reserve for such potential assessments.

In the first  quarter of 1997,  the Company  paid a $45 million  dividend to its
parent. In 1996, 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, 1996, the Company's  total adjusted  capital was well in
excess of the levels requiring regulatory attention.

Segment information

The Company's operations consist of two business segments:  Individual and group
life,  disability  income and long-term care  insurance;  and fixed and variable
annuity products designed for individuals,  pension plans,  small businesses and
employer-sponsored groups. The Company is not dependent upon any single customer
and no single  customer  accounted for more than 10% of revenue in 1996, 1995 or
1994.  Additionally,  no  single  distributor  accounted  for  more  than 10% of
premiums received in 1996, 1995, or 1994. (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, 1996,
traditional  life and universal  life-type  insurance in force  aggregated $67.2
billion, of which $3.9 billion was reinsured.

    





<PAGE> 
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 $25.6 billion at Dec. 31, 1996,
36% was  invested in  mortgage-backed  securities,  47% in  corporate  and other
bonds, 14% in primary mortgage loans on real estate,  2% in policy loans and the
remaining 1% 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  1,748  stock,  mutual  and other  types of
insurers in the life insurance business.  Best's Insurance Reports,  Life-Health
edition,  1996,  assigned  IDS  Life  one of  its  highest  classifications,  A+
(Superior).
    

Employees

   
As of Dec. 31, 1996, IDS Life and its subsidiaries had 266 employees;  including
209  employed  at the  corporate  office in  Minneapolis,  MN, 8 employed at the
American Centurion Life Assurance Company, located in Albany, NY and 49 employed
at IDS Life Insurance Company of New York, located in Albany, NY.
    

Properties

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







<PAGE> 
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 our  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.  The Company's  books and accounts are
subject to review by the  Minnesota  Department  of Commerce at all times.  Such
regulation  does  not,  however,   involve  any  supervision  of  the  account's
management or the company's investment practices or policies.  In addition,  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  directors and  principal  executive  officers of IDS Life and the principal
occupation of each during the last five years is as follows:

   
Directors
    

David R. Hubers
Born in 1943

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
Born in 1940

   
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 and president of IDS Life Variable Annuity Funds
A and B.
    







<PAGE> 
Paul F. Kolkman
Born in 1946

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. Vice president and chief actuary of IDS Life Series Fund, Inc.

James A. Mitchell
Born in 1941

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
Born in 1951

Director and executive vice president,  Client Service, since March 1994; senior
vice president,  AEFC,  since May 1994;  senior vice  president,  Travel Related
Services  (TRS),  a subsidiary of American  Express  Company,  from July 1992 to
April 1994; vice president, TRS, from November 1989 to July 1992.

Stuart A. Sedlacek
Born in 1957

Director and executive vice  president,  Assured  Assets since March 1994;  vice
president, AEFC, since September 1988.

Melinda S. Urion
Born in 1953

   
Director and controller  since  September  1991;  executive vice president since
March 1994;  vice  president and treasurer  from  September  1991 to March 1994;
senior vice  president,  chief  financial  officer  and  director,  AEFC,  since
November 1995;  corporate  controller,  AEFC,  from April 1994 to November 1995;
vice  president,  AEFC, from September 1991 to November 1995;  chief  accounting
officer, AEFC, from July 1988 to September 1991.
    

Officers other than directors
       

Morris Goodwin Jr.
Born in 1951

   
Vice  president and  treasurer  since March 1994;  vice  president and corporate
treasurer,  AEFC,  since July 1989.  Vice  president  and  treasurer of IDS Life
Series Fund, Inc. and IDS Life Variable Annuity Funds A & B.
    







<PAGE> 
William A. Stoltzmann
Born in 1948

   
Vice  president,  general  counsel and secretary  since 1989; 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 1996 to IDS
Life and its affiliates.  The table also shows the total cash  compensation paid
to all executive  officers of IDS Life, as a group, who were executive  officers
at any time during 1996.

Name of individual                                     Cash
or number in group           Position held             compensation
- -------------------------------------------------------------------
Five most highly
compensated
executive officers
as a group:                                            $3,448,681
    

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

Richard W. Kling             President

Stuart A. Sedlacek           Exec. Vice President,
                             Assured Assets

Lorraine R. Hart             Vice President,
                             Investments

Barry J. Murphy              Executive Vice President,
                             Client Service


   
All executive officers
as a group (10)                                        $4,923,385
- -------------------------------------------------------------------
    

Security ownership of management

   
IDS Life's directors and officers do not beneficially own any outstanding shares
of stock of the company.  All of the outstanding shares of stock of IDS Life are
beneficially  owned by its parent,  AEFC. The percentage of shares of AEFC owned
by any director,  and by all directors and officers of IDS Life as a group, does
not exceed 1% of the class outstanding.
    







<PAGE> 
Legal proceedings and opinion

   
A number of  lawsuits  have been  filed  against  life and  health  insurers  in
jurisdictions  in  which  IDS  Life  does  business  involving  insurers'  sales
practices,  alleged agent misconduct,  failure to properly supervise agents, and
other matters. IDS Life, like other life and health insurers,  from time to time
is involved in such  litigation.  On December 13, 1996, an action of this nature
was commenced in Minnesota  state court.  The plaintiffs  purport to represent a
class consisting of all persons who replaced existing IDS Life policies with new
IDS Life Policies from and after January 1, 1985.  Plaintiffs seek damages in an
unspecified  amount and also seek to establish a claims resolution  facility for
the  determination  of  individual  issues.  IDS  Life  filed an  answer  to the
Complaint of February 18, 1997. A similar  action  involving the  replacement of
existing IDS Life insurance policies and annuity contracts was filed in the same
court on March 21, 1997.


IDS Life believes it has meritorious defenses to these and other actions arising
in connection with the conduct of its business  activities and intends to defend
them  vigorously.  IDS Life believes that it is not party to, nor are any of its
properties  the  subject of, any pending  legal  proceedings  which would have a
material adverse effect on its consolidated financial condition.
    

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,
1996 and 1995,  and for each of the three  years in the period  ended  Dec.  31,
1996, appearing in this prospectus and registration  statement have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein and in the registration statement, and is included in
reliance  upon such report  given upon the  authority of such firm as experts in
accounting and auditing.
    





<PAGE> 
Appendix

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

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

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

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

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

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

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

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

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

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

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

Market Value = 62,472 + 2,323.96       =   64,795.96







<PAGE>
IDS Life Financial Information


The financial  statements shown below are those of the insurance company and not
those of any other entity.  They are included in the  prospectus for the purpose
of informing the investor as to the financial condition of the insurance company
and its ability to carry out its obligations under its variable contracts.


                           IDS LIFE INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEETS


                                                        Dec. 31,       Dec. 31,
ASSETS                                                    1996           1995
- ------                                                    ----        ---------
                                                             (thousands)

Investments:
Fixed maturities:
Held to maturity, at amortized cost (Fair value:
1996, $10,521,650; 1995, $11,878,377) ..............   $10,236,379   $11,257,591
Available for sale, at fair value (Amortized cost:
1996, $11,008,622; 1995, $10,146,136) ..............    11,146,845    10,516,212
Mortgage loans on real estate ......................     3,493,364     2,945,495
Policy loans .......................................       459,902       424,019
Other investments ..................................       251,465       146,894

Total investments ..................................    25,587,955    25,290,211

Cash and cash equivalents ..........................       224,603        72,147
Amounts recoverable from reinsurers ................       157,722       114,387
Amounts due from brokers ...........................        11,047            --
Other accounts receivable ..........................        44,089        39,108
Accrued investment income ..........................       343,313       348,008
Deferred policy acquisition costs ..................     2,330,805     2,025,725
Deferred income taxes ..............................        33,923            --
Other assets .......................................        37,364        36,410
Separate account assets ............................    18,535,160    14,974,082

Total assets .......................................   $47,305,981   $42,900,078
                                                       ===========   ===========

<PAGE>

                           IDS LIFE INSURANCE COMPANY
                     CONSOLIDATED BALANCE SHEETS (continued)


                                                       Dec. 31,        Dec. 31
LIABILITIES AND STOCKHOLDER'S EQUITY                    1996             1995
- ------------------------------------                    ----             ----
                                                             (thousands)


Liabilities:
Future policy benefits:
Fixed annuities ....................................   $21,838,008   $21,404,836
Universal life-type insurance ......................     3,177,149     3,076,847
Traditional life insurance .........................       209,685       209,249
Disability income and long-term care insurance .....       424,200       327,157

Policy claims and other
policyholders' funds ...............................        83,634        56,323
Deferred income taxes ..............................          --         112,904
Amounts due to brokers .............................       261,987       121,618
Other liabilities ..................................       332,078       285,354
Separate account liabilities .......................    18,535,160    14,974,082

Total liabilities ..................................    44,861,901    40,568,370

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 .........................       283,615       278,814
Net unrealized gain on investments .................        86,102       230,129
Retained earnings ..................................     2,071,363     1,819,765

Total stockholder's equity .........................     2,444,080     2,331,708

Total liabilities and stockholder's equity .........   $47,305,981   $42,900,078
                                                       ===========   ===========

Commitments and contingencies (Note 6)

See accompanying notes to consolidated financial statements.

<PAGE>

                                              IDS LIFE INSURANCE COMPANY
                                           CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                                                   Years ended Dec. 31,
                                                       1996               1995                1994
                                                       ----               ----                ----
                                                                      (thousands)
<S>                                               <C>                 <C>                 <C>
Revenues:
Premiums:
Traditional life insurance                        $    51,403         $   50,193          $   48,184
Disability income and long-term care insurance        131,518            111,337              96,456

Total premiums                                        182,921            161,530             144,640

Policyholder and contractholder charges               302,999            256,454             219,936
Management and other fees                             271,342            215,581             164,169
Net investment income                               1,965,362          1,907,309           1,781,873
Net realized loss on investments                         (159)            (4,898)             (4,282)

Total revenues                                      2,722,465          2,535,976           2,306,336

Benefits and expenses:
Death and other benefits:
Traditional life insurance                             26,919             29,528              28,263
Universal life-type insurance
and investment contracts                               85,017             71,691              52,027
Disability income and
long-term care insurance                               19,185             16,259              13,393

Increase (decrease) in liabilities for future policy benefits:
Traditional life insurance                              1,859             (1,315)             (3,229)
Disability income and
long-term care insurance                               57,230             51,279              37,912

Interest credited on universal life-type
insurance and investment contracts                  1,370,468          1,315,989           1,174,985
Amortization of deferred policy acquisition costs     278,605            280,121             280,372
Other insurance and operating expenses                261,468            211,642             210,101

Total benefits and expenses                         2,100,751          1,975,194           1,793,824

Income before income taxes                            621,714            560,782             512,512

Income taxes                                         207,138            195,842             176,343

Net income                                         $  414,576         $  364,940          $  336,169
                                                   ==========         ==========          ==========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>
                                               IDS LIFE INSURANCE COMPANY
                                  CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                                             Three years ended Dec. 31, 1996
                                                       (thousands)

                                                            Additional    Net Unrealized
                                              Capital           Paid-In     Gain (Loss) on     Retained
                                               Stock            Capital       Investments      Earnings            Total
                                               -----            -------       -----------      --------            -----
<S>                                           <C>            <C>           <C>               <C>              <C>
Balance, Dec. 31, 1993                         $3,000         $ 222,000     $      114        $1,468,230       $1,693,344
Initial adoption of SFAS No. 115                   --                --        181,269                --          181,269
Net income                                         --                --             --           336,169          336,169
Change in net unrealized
gain (loss) on  investments                        --                --       (457,091)               --         (457,091)
Cash dividends                                     --                --             --          (165,000)        (165,000)

Balance, Dec. 31, 1994                          3,000           222,000       (275,708)        1,639,399        1,588,691
Net income                                         --                --             --           364,940          364,940
Change in net unrealized
gain (loss) on investments                         --                --        505,837                --          505,837
Capital contribution from parent                   --            56,814             --                --           56,814
Loss on reinsurance transaction
with affiliate                                     --                --             --            (4,574)          (4,574)
Cash dividends                                     --                --             --          (180,000)        (180,000)

Balance, Dec. 31, 1995                          3,000           278,814        230,129         1,819,765        2,331,708
Net income                                         --                --             --           414,576          414,576
Change in net unrealized
gain (loss) on investments                         --                --       (144,027)               --         (144,027)
Capital contribution from parent                   --             4,801             --                --            4,801
Other changes                                      --                --             --             2,022            2,022
Cash dividends                                     --                --             --          (165,000)        (165,000)

Balance, Dec. 31, 1996                         $3,000          $283,615       $ 86,102        $2,071,363       $2,444,080
                                                =====           =======         ======          ========         ========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>


<TABLE>
<CAPTION>
                                                   IDS LIFE INSURANCE COMPANY
                                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                       Years ended Dec. 31,
                                                            1996               1995                1994
                                                            ----               ----                ----
                                                                            (thousands)
<S>                                                      <C>                <C>                 <C>      
Cash flows from operating activities:
Net income                                               $ 414,576          $ 364,940           $ 336,169
Adjustments to reconcile net income to
net cash (used in) provided by operating activities:
Policy loan issuance, excluding universal
life-type insurance                                        (49,314)           (46,011)            (37,110)
Policy loan repayment, excluding universal
life-type insurance                                         41,179             36,416              33,384
Change in amounts recoverable from reinsurers              (43,335)           (34,083)            (25,006)
Change in other accounts receivable                         (4,981)            12,231             (28,551)
Change in accrued investment income                          4,695            (30,498)            (10,333)
Change in deferred policy acquisition
costs, net                                                (294,755)          (196,963)           (192,768)
Change in liabilities for future policy
benefits for traditional life,
disability income and
long-term care insurance                                    97,479             85,575              55,354
Change in policy claims and other
policyholders' funds                                        27,311              6,255               5,552
Change in deferred income taxes                            (65,609)           (33,810)            (19,176)
Change in other liabilities                                 46,724             (6,548)               (122)
(Accretion of discount)
amortization of premium, net                               (23,032)           (22,528)             30,921
Net realized loss on investments                               159              4,898               4,282
Policyholder and contractholder
charges, non-cash                                         (154,286)          (140,506)           (126,918)
Other, net                                                 (10,816)             3,849              (8,709)

Net cash (used in) provided by operating
activities                                               $ (14,005)         $   3,217           $  16,969
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                              IDS LIFE INSURANCE COMPANY
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)


                                                                         Years ended Dec. 31,
                                                            1996               1995                1994
                                                                            (thousands)
<S>                                                   <C>                <C>                   <C>
Cash flows from investing activities:
Fixed maturities held to maturity:
Purchases                                             $    (43,751)      $ (1,007,208)         $ (879,740)
Maturities, sinking fund payments and calls                759,248            538,219           1,651,762
Sales                                                      279,506            332,154              58,001
Fixed maturities available for sale:
Purchases                                               (2,299,198)        (2,452,181)         (2,763,278)
Maturities, sinking fund payments and calls              1,270,240            861,545           1,234,401
Sales                                                      238,905            136,825             374,564
Other investments, excluding policy loans:
Purchases                                                 (904,536)          (823,131)           (634,807)
Sales                                                      236,912            160,521             243,862
Change in amounts due from brokers                         (11,047)             7,933              (2,214)
Change in amounts due to brokers                           140,369           (105,119)           (124,749)

Net cash used in investing activities                     (333,352)        (2,350,442)           (842,198)

Cash flows from financing activities:
Activity related to universal life-type insurance
and investment contracts:
Considerations received                                  3,567,586          4,189,525           3,566,814
Surrenders and death benefits                           (4,250,294)        (3,141,404)         (3,602,392)
Interest credited to account balances                    1,370,468          1,315,989           1,174,985
Universal life-type insurance policy loans:
Issuance                                                   (86,501)           (84,700)            (78,239)
Repayment                                                   58,753             52,188              50,554
Capital contribution from parent                             4,801                 --                  --
Cash dividends to parent                                  (165,000)          (180,000)           (165,000)

Net cash provided by financing activities                  499,813          2,151,598             946,722

Net increase (decrease) in cash and
cash equivalents                                           152,456           (195,627)            121,493

Cash and cash equivalents at
beginning of year                                           72,147            267,774             146,281

Cash and cash equivalents at
end of year                                          $     224,603        $    72,147         $   267,774
                                                         =========           ========            ========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>


                           IDS LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  ($ thousands)

1. Summary of significant accounting policies

   Nature of business

   IDS Life Insurance  Company (the Company) is a stock life  insurance  company
   organized  under the laws of the State of Minnesota.  The Company is a wholly
   owned subsidiary of American Express Financial Corporation, which is a wholly
   owned subsidiary of American Express Company. The Company serves residents of
   all  states  except  New York.  IDS Life  Insurance  Company of New York is a
   wholly owned  subsidiary of the Company and serves New York State  residents.
   The Company also wholly owns  American  Enterprise  Life  Insurance  Company,
   American  Centurion Life Assurance Company (ACLAC) and American Partners Life
   Insurance Company.

   The Company's  principal  products are deferred  annuities and universal life
   insurance,  which are  issued  primarily  to  individuals.  It offers  single
   premium and flexible premium deferred  annuities on both a fixed and variable
   dollar  basis.  Immediate  annuities  are  offered  as  well.  The  Company's
   insurance  products include universal life (fixed and variable),  whole life,
   single  premium  life and term  products  (including  waiver of  premium  and
   accidental death benefits).  The Company also markets  disability  income and
   long-term care insurance.

   Basis of presentation

   The accompanying  consolidated  financial  statements include the accounts of
   the Company and its wholly  owned  subsidiaries.  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.

   The preparation of financial statements in conformity with generally accepted
   accounting  principles  requires management to make estimates and assumptions
   that affect the reported  amounts of assets and liabilities and disclosure of
   contingent assets and liabilities at the date of the financial statements and
   the reported amounts of revenues and expenses during the reporting period.
   Actual results could differ from those estimates.

   Investments

   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, net of deferred
   taxes.

   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.

   Mortgage loans on real estate are carried at amortized cost less reserves for
   mortgage  loan losses.  The  estimated  fair value of the  mortgage  loans is
   determined by a discounted  cash flow analysis using mortgage  interest rates
   currently offered for mortgages of similar maturities.

   Impairment of mortgage loans is measured as the excess of the loan's recorded
   investment over its present value of expected principal and interest payments
   discounted  at the  loan's  effective  interest  rate,  or the fair  value of
   collateral.  The  amount of the  impairment  is  recorded  in a  reserve  for
   mortgage loan losses.  The reserve for mortgage loans losses is maintained at
   a level that management  believes is adequate to absorb  estimated  losses in
   the  portfolio.  The level of the  reserve  account  is  determined  based on
   several factors,  including historical experience,  expected future principal
   and  interest  payments,   estimated   collateral  values,  and  current  and
   anticipated economic and political conditions. Management regularly evaluates
   the adequacy of the reserve for mortgage loan losses.

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

   The cost of interest rate caps and floors is amortized to  investment  income
   over the life of the  contracts  and  payments  received as a result of these
   agreements  are recorded as investment  income when  realized.  The amortized
   cost of  interest  rate caps and  floors is  included  in other  investments.
   Amounts paid or received under  interest rate swap  agreements are recognized
   as an adjustment to investment income.

   Policy loans are carried at the aggregate of the unpaid loan  balances  which
   do not exceed the cash surrender values of the related policies.

   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.

   Statements 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 statements of cash flows
   for the years ended Dec. 31 is summarized as follows:

                                         1996         1995          1994
                                      ---------      --------      -----
     Cash paid during the year for:
       Income taxes                    $317,283     $191,011     $226,365
       Interest on borrowings             4,119        5,524        1,553

   Recognition of profits on annuity contracts and insurance policies

   Profits on fixed  deferred  annuities are  recognized by the Company over the
   lives  of  the  contracts,  using  primarily  the  interest  method.  Profits
   represent the excess of investment  income earned from investment of contract
   considerations over interest credited to contract owners and other expenses.

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

   Premiums on traditional life,  disability income and long-term care insurance
   policies  are  recognized  as revenue  when 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.

   Policyholder and contractholder charges include the monthly cost of insurance
   charges and issue and  administrative  fees.  These  charges also include the
   minimum  death  benefit  guarantee  fees  received  from  the  variable  life
   insurance  separate  accounts.  Management and other fees include  investment
   management fees and mortality and expense risk fees from the variable annuity
   and variable life insurance separate accounts and underlying funds.

   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 most
   single premium deferred annuities and installment  annuities are amortized in
   relation  to  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 and certain installment  annuities are amortized as a percentage of
   the  estimated  gross profits  expected to be realized on the  policies.  For
   traditional life,  disability  income 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 are based on
   the net level  premium  method and  anticipated  rates of  mortality,  policy
   persistency  and interest  earnings.  Anticipated  mortality  rates generally
   approximate the 1955-1960 Select and Ultimate Basic Table for policies issued
   prior to 1980,  the  1965-1970  Select and Ultimate  Basic Table for policies
   issued from  1981-1984 and the 1975-1980  Select and Ultimate Basic Table for
   policies  issued after 1984.  Anticipated  policy  persistency  rates vary by
   policy form,  issue age and policy  duration with  persistency  on cash value
   plans generally  anticipated to be better than  persistency on term insurance
   plans.  Anticipated  interest  rates are 4% for policies  issued before 1974,
   5.25% for policies issued from 1974-1980,  and range from 10% to 6% depending
   on policy form,  issue year and policy  duration  for  policies  issued after
   1980.

   Liabilities for future  disability income policy benefits include both policy
   reserves  and  claim  reserves.  Policy  reserves  are based on the net level
   premium  method  and  anticipated  rates  of  morbidity,   mortality,  policy
   persistency and interest earnings.  Anticipated  morbidity rates are based on
   the 1964  Commissioners  Disability Table for policies issued before 1996 and
   the 1985 CIDA table for policies issued in 1996.  Anticipated mortality rates
   are based on the 1958  Commissioners  Standard  Ordinary  Table for  policies
   issued before 1996 and the 1975-1980 Basic Table for policies issued in 1996.
   Anticipated policy  persistency rates vary by policy form,  occupation class,
   issue age and policy duration. Anticipated interest rates are 3% for policies
   issued  before  1996 and grade from 7.5% to 5% over five  years for  policies
   issued in 1996.  Claim  reserves are  calculated on the basis of  anticipated
   rates  of  claim  continuance  and  interest   earnings.   Anticipated  claim
   continuance  rates are based on the 1964  Commissioners  Disability Table for
   claims incurred before 1993 and the 1985 CIDA Table for claims incurred after
   1992. Anticipated interest rates are 8% for claims incurred prior to 1992, 7%
   for claims incurred in 1992 and 6% for claims incurred after 1992.

   Liabilities  for future  long-term care policy  benefits  include both policy
   reserves  and  claim  reserves.  Policy  reserves  are based on the net level
   premium  method  and  anticipated  rates  of  morbidity,   mortality,  policy
   persistency and interest earnings.  Anticipated  morbidity rates are based on
   the 1985 National Nursing Home Survey.  Anticipated mortality rates are based
   on the 1983a Table. Anticipated policy persistency rates vary by policy form,
   issue age and policy duration. Anticipated interest rates are 9.5% grading to
   7% over 10 years for policies  issued from  1989-1992 and 7.75% grading to 7%
   over 4 years for policies issued after 1992. Claim reserves are calculated on
   the basis of anticipated  rates of claim  continuance and interest  earnings.
   Anticipated  claim  continuance  rates are based on the 1985 National Nursing
   Home Survey.  Anticipated  interest rates are 8% for claims incurred prior to
   1992, 7% claims incurred in 1992 and 6% 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 and
   long-term care policies 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  to
   reimburse subsidiaries for all tax benefits.

   Included  in other  liabilities  at Dec.  31,  1996 and 1995 are  $33,358 and
   ($13,415),  respectively,   receivable  from/(payable  to)  American  Express
   Financial Corporation for federal income taxes.

   Separate account business

   The separate  account  assets and  liabilities  represent  funds held for the
   exclusive  benefit  of the  variable  annuity  and  variable  life  insurance
   contract owners.

   The Company makes  contractual  mortality  assurances to the variable annuity
   contract  owners  that the net assets of the  separate  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 separate  accounts for such actuarial  adjustments for
   variable  annuities that are in the benefit payment period. For variable life
   insurance,  the Company  guarantees that the rates at which insurance charges
   and  administrative  fees are deducted  from  contract  funds will not exceed
   contractual maximums. The Company also guarantees that the death benefit will
   continue payable at the initial level regardless of investment performance so
   long as minimum premium payments are made.

   Accounting changes

   The Financial  Accounting  Standards  Board's (FASB) Statement  of  Financial
   Accounting  Standards (SFAS)  No. 121,  "Accounting  for  the  Impairment  of
   Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," was effective
   Jan. 1, 1996.  The new rule did not have a material  impact on the  Company's
   results of operations or financial condition.  The Company adopted SFAS No.
   115, "Accounting for Certain  Investments in Debt and Equity Securities." The
   effect of  adopting the  new rule was to  increase  stockholder's  equity by
   $181,269,  net of tax, as of Jan. 1, 1994,  but the adoption had no impact on
   the Company's net income.

   Reclassification

   Certain 1995 and 1994 amounts have been  reclassified  to conform to the 1996
   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 realized gain (loss) on investments for the years ended Dec. 31 is
   summarized as follows:

                                          1996           1995            1994
                                       --------        --------        --------

   Fixed maturities ............       $  8,736        $  9,973        $ (1,575)
   Mortgage loans ..............         (8,745)        (13,259)         (3,013)
   Other investments ...........           (150)         (1,612)            306
                                       --------        --------        --------
                                       $   (159)       $ (4,898)       $ (4,282)
                                       ========        ========        ========

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

                                         1996          1995            1994
                                     ----------    ------------     -----------
   Fixed maturities:
      Held to maturity .......     $  (335,515)     $ 1,195,847     $(1,329,740)
      Available for sale .....        (231,853)         811,649        (720,449)
   Equity securities .........             (52)           3,118          (2,917)

   The  amortized  cost,  gross  unrealized  gains and losses and fair values of
   investments in fixed maturities and equity securities at Dec. 31, 1996 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    $ 44,002    $   933  $  1,276     $ 43,659
   State and municipal obligations          9,685        412        --       10,097
   Corporate bonds and obligations      8,057,997    356,687    47,639    8,367,045
   Mortgage-backed securities           2,124,695     21,577    45,423    2,100,849
                                     ------------  ---------   ------- ------------
                                      $10,236,379   $379,609   $94,338  $10,521,650
                                      ===========   ========   =======  ===========

                                                      Gross       Gross
                                       Amortized  Unrealized  Unrealized       Fair
   Available for sale                       Cost      Gains      Losses        Value
   ------------------                       ----      -----      ------        -----
   U.S. Government agency obligations $    77,944   $  2,607   $     96  $    80,455
   State and municipal obligations         11,032      1,336         --       12,368
   Corporate bonds and obligations      3,701,604    122,559     24,788    3,799,375
   Mortgage-backed securities           7,218,042    104,808     68,203    7,254,647
                                       ----------   --------     ------  -----------
   Total fixed maturities              11,008,622    231,310     93,087   11,146,845
   Equity securities                        3,000        308         --        3,308
                                      -----------   --------    -------  -----------
                                      $11,011,622   $231,618    $93,087  $11,150,153
                                      ===========   ========    =======  ===========
</TABLE>

   The  amortized  cost,  gross  unrealized  gains and losses and fair values of
   investments in fixed maturities and equity securities at Dec. 31, 1995 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   $    64,523   $  3,919     $    --   $    68,442
   State and municipal obligations           11,936        362          32        12,266
   Corporate bonds and obligations        8,921,431    620,327      36,786     9,504,972
   Mortgage-backed securities             2,259,701     42,684       9,688     2,292,697
                                        -----------  ---------     -------   -----------
                                        $11,257,591   $667,292     $46,506   $11,878,377
                                        ===========   ========     =======   ===========

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

   U.S. Government agency obligations   $    84,082  $   3,248    $     50   $    87,280
   State and municipal obligations           11,020      1,476          --        12,496
   Corporate bonds and obligations        2,514,308    186,596       3,451     2,697,453
   Mortgage-backed securities             7,536,726    206,288      24,031     7,718,983
                                         ----------   --------     -------    ----------
   Total fixed maturities                10,146,136    397,608      27,532    10,516,212
   Equity securities                          3,156        361          --         3,517
                                         ----------   --------     -------    ----------
                                        $10,149,292   $397,969     $27,532   $10,519,729
                                        ===========   ========     =======   ===========
</TABLE>

<PAGE>
   The amortized cost and fair value of investments in fixed  maturities at Dec.
   31, 1996 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               $    197,711       $    200,134
   Due from one to five years               2,183,374          2,294,335
   Due from five to ten years               4,606,775          4,779,690
   Due in more than ten years               1,123,824          1,146,642
   Mortgage-backed securities               2,124,695          2,100,849
                                         ------------       ------------
                                          $10,236,379        $10,521,650

                                            Amortized             Fair
   Available for sale                         Cost                Value

   Due in one year or less               $    227,051       $    229,650
   Due from one to five years                 851,428            899,098
   Due from five to ten years               2,140,579          2,182,079
   Due in more than ten years                 571,522            581,371
   Mortgage-backed securities               7,218,042          7,254,647
                                         ------------       ------------
                                          $11,008,622        $11,146,845

   During  the years  ended  Dec.  31,  1996,  1995 and 1994,  fixed  maturities
   classified  as held to maturity  were sold with  amortized  cost of $277,527,
   $333,508 and $61,290,  respectively. Net gains and losses on these sales were
   not  significant.  The sale of these fixed  maturities was due to significant
   deterioration in the issuers' creditworthiness.

   As a result of adopting the FASB Special Report,  "A Guide to  Implementation
   of Statement 115 on  Accounting  for Certain  Investments  in Debt and Equity
   Securities," the Company reclassified securities with a book value of $91,760
   and net unrealized  gains of $881 from held to maturity to available for sale
   in December 1995.

   In addition,  fixed maturities  available for sale were sold during 1996 with
   proceeds of $238,905 and gross realized gains and losses of $571 and $16,084,
   respectively.  Fixed maturities available for sale were sold during 1995 with
   proceeds of $136,825 and gross  realized gains and losses of $nil and $5,781,
   respectively.  Fixed maturities available for sale were sold during 1994 with
   proceeds  of  $374,564  and gross  realized  gains and  losses of $1,861  and
   $7,602, respectively.

   At Dec. 31, 1996, bonds carried at $13,571 were on deposit with various
   states as required by law.
<PAGE>

   Net investment income for the years ended Dec. 31 is summarized as follows:

                                         1996            1995           1994
                                        ---------       -------        -----

   Interest on fixed maturities       $1,666,929      $1,656,136    $1,556,756
   Interest on mortgage loans            283,830         232,827       196,521
   Other investment income                43,283          35,936        38,366
   Interest on cash equivalents            5,754           5,363         6,872
                                   -------------         -------   -----------
                                       1,999,796       1,930,262     1,798,515
   Less investment expenses               34,434          22,953        16,642
                                    ------------       ---------    ----------
                                      $1,965,362      $1,907,309    $1,781,873
                                      ==========      ==========    ==========

   At Dec. 31, 1996, investments in fixed maturities comprised 84 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 approximately $1.9
   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                              1996               1995
     ------                          -----------         -----------
     Aaa/AAA ....................... $ 9,460,134         $ 9,907,664
     Aaa/AA ........................       2,870               3,112
     Aa/AA .........................     241,914             279,403
     Aa/A ..........................     192,631             154,846
     A/A ...........................   2,949,895           3,104,122
     A/BBB .........................   1,034,661             871,782
     Baa/BBB .......................   4,531,515           4,417,654
     Baa/BB ........................     768,285             657,633
     Below investment grade ........   2,063,096           2,007,511
                                     -----------         -----------
                                     $21,245,001         $21,403,727

   At Dec. 31, 1996, 95 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.
<PAGE>

   At Dec. 31, 1996, approximately 13.7 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 are as follows:

                                 Dec. 31, 1996               Dec. 31, 1995
                           -------------------------    ------------------------
                           On Balance   Commitments    On Balance   Commitments
     Region                   Sheet     to Purchase       Sheet     to Purchase
   ------------------      -----------   -----------    -----------   ----------
   East North Central      $  777,960      $  19,358     $  720,185    $ 67,206
   West North Central         389,285         29,620        303,113      34,411
   South Atlantic             891,852         35,007        732,529     111,967
   Middle Atlantic            553,869         17,959        508,634      37,079
   New England                310,177         14,042        244,816      40,452
   Pacific                    190,770          4,997        168,272      23,161
   West South Central         105,173         11,246         61,860      27,978
   East South Central          75,176             --         58,462      10,122
   Mountain                   236,597         11,401        184,964      16,774
                           ----------       --------       --------      ------
                            3,530,859        143,630      2,982,835     369,150
   Less allowance for losses   37,495             --         37,340          --
                           ----------       --------        -------         ---
                           $3,493,364       $143,630     $2,945,495    $369,150
                           ==========       ========     ==========    ========

                                   Dec. 31, 1996                Dec. 31, 1995
                           -------------------------    ------------------------
                           On Balance    Commitments    On Balance   Commitments
     Property type             Sheet     to Purchase       Sheet     to Purchase
- -----------------------     ---------      ---------    -----------  -----------
Department/retail stores   $1,154,179      $  68,032    $   985,660    $ 134,538
Apartments                  1,119,352         23,246      1,038,446       84,978
Office buildings              611,395         27,653        464,381       62,664
Industrial buildings          296,944          6,716        255,469       22,721
Hotels/motels                  97,870          6,257         31,335       48,816
Nursing/retirement homes       88,226          1,877         80,864        4,378
Mixed Use                      73,120             --         53,169           --
Medical buildings              67,178          8,289         57,772        2,495
Other                          22,595          1,560         15,739        8,560
                         ------------     ----------      ---------     --------
                            3,530,859        143,630      2,982,835      369,150
Less allowance for losses      37,495             --         37,340           --
                         ------------         ------      ---------       ------
                           $3,493,364       $143,630     $2,945,495     $369,150
                           ==========       ========     ==========     ========
<PAGE>

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.

At Dec. 31, 1996 and 1995, the Company's  recorded  investment in impaired loans
was  $79,441 and $83,874  with a reserve of $16,162 and  $19,307,  respectively.
During 1996 and 1995,  the average  recorded  investment  in impaired  loans was
$74,338 and $74,567, respectively.

The Company  recognized $4,889 and $5,014 of interest income related to impaired
loans for the year ended Dec. 31, 1996 and 1995, respectively.

The  following  table  presents  changes in the  reserve for  investment  losses
related to all loans:

                                            1996              1995
                                         ---------         --------
Balance, Jan. 1 ....................      $ 37,340         $ 35,252
Provision for investment losses ....        10,005           15,900
Loan payoffs .......................        (4,700)         (11,900)
Foreclosures .......................        (5,150)          (1,350)
Other ..............................            --             (562)
                                          --------         --------
Balance, Dec. 31 ...................      $ 37,495         $ 37,340
                                          ========         ========

At Dec. 31, 1996,  the Company had  commitments to purchase  affordable  housing
limited partnership  investments of $28,476, which is recorded as a liability in
the accompanying  balance sheets.  The total amounts  committed in 1997 and 1998
are $25,234 and  $3,242,  respectively.  The  Company  also had  commitments  to
purchase  real estate  investments  for $35,425.  Commitments  to purchase  real
estate  investments are made in the ordinary course of business.  The fair value
of these commitments is $nil.

<PAGE>

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:

                                     1996          1995          1994
                                    ------       --------      -------
   Federal income taxes:
         Current                   $260,357      $218,040     $186,508
         Deferred                   (65,609)      (33,810)     (19,175)
                                   --------      --------     --------
                                    194,748       184,230      167,333
   State income taxes-current        12,390        11,612        9,010
                                  ---------       -------       ------
   Income tax expense              $207,138      $195,842     $176,343
                                   ========      ========     ========

   Increases  (decreases)  to the federal  tax  provision  applicable  to pretax
   income based on the statutory rate are attributable to:
<TABLE>
<CAPTION>
                                        1996                  1995                  1994
                                 -----------------     -----------------     -----------------
                                 Provision    Rate     Provision    Rate     Provision    Rate
<S>                              <C>         <C>        <C>         <C>       <C>         <C>
        Federal income
          taxes based on
        the statutory rate       $217,600    35.0%      $196,274    35.0%     $179,379    35.0%
        Increases (decreases)
        are attributable to:
        Tax-excluded interest
          and dividend income      (9,636)   (1.6)        (8,524)   (1.5)       (9,939)   (2.0)
        Other, net                (13,216)   (2.1)        (3,520)   (0.6)       (2,107)   (0.4)
                                ---------   -----       --------    ----      --------    ----
        Federal income taxes     $194,748    31.3%      $184,230    32.9%     $167,333    32.6%
                                 ========   =====       ========    ====      ========    ====
</TABLE>

   A portion  of life  insurance  company  income  earned  prior to 1984 was not
   subject to current  taxation  but was  accumulated,  for tax  purposes,  in a
   policyholders'  surplus  account.  At  Dec.  31,  1996,  the  Company  had  a
   policyholders' surplus account balance of $20,114. 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 $7,040 have not been established  because no distributions of
   such amounts are contemplated.

<PAGE>

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

                                           1996            1995
                                          -------         -----
   Deferred tax assets:
   Policy reserves                       $724,412       $600,176
   Life insurance guarantee
      fund assessment reserve              29,854         26,785
   Other                                    2,763             --
                                        ---------        -------
   Total deferred tax assets              757,029        626,961
                                        ---------        -------

   Deferred tax liabilities:
   Deferred policy acquisition costs      665,685        590,762
   Unrealized gain on investments          48,486        129,653
   Investments, other                       8,935         17,152
   Other                                       --          2,298
                                         --------        -------
   Total deferred tax liabilities         723,106        739,865
                                         --------        -------
   Net deferred tax assets (liabilities)$  33,923      $(112,904)
                                        =========      =========

   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.

4. Stockholder's equity

   During 1996,  the Company  received a $4,801  capital  contribution  from its
   parent,  American  Express  Financial  Corporation.  During 1995, the Company
   received  a  $39,700  capital  contribution  from its  parent  in the form of
   investments in fixed  maturities and mortgage loans.  In addition,  effective
   Jan. 1, 1995, the Company began consolidating the financial results of ACLAC.
   This  change  reflected  the  transfer of  ownership  of ACLAC from Amex Life
   Assurance  Company (Amex Life), a former  affiliate,  to the Company prior to
   the sale of Amex Life to an  unaffiliated  third party on Oct. 2, 1995.  This
   transfer  of  ownership  to the  Company  has  been  reflected  as a  capital
   contribution of $17,114 in the accompanying financial statements.  The effect
   of this change in reporting entity was not significant and prior periods have
   not been restated.

   As discussed in Note 5, the Company entered into a reinsurance agreement with
   Amex Life during 1995. As a result of this transaction,  a loss of $4,574 was
   realized and reported as a direct charge to retained earnings.

   Other changes in the statements of stockholder's equity are primarily related
   to reinsurance transactions with affiliates.

   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  $1,261,592 as of Dec. 31, 1996 and $1,103,993
   as of Dec.  31,  1995 (see Note 3 with  respect  to the  income tax effect of
   certain  distributions).  In addition,  any dividend distributions in 1997 in
   excess of approximately  $351,306 would require approval of the Department of
   Commerce of the State of Minnesota.

   Statutory net income for the years ended Dec. 31 and capital and surplus as
   of Dec. 31 are summarized as follows:

                                       1996            1995           1994
                                      ------          ------        ------
   Statutory net income            $ 365,585       $ 326,799       $ 294,699
   Statutory capital and surplus   1,565,082       1,398,649       1,261,958

   Dividends paid to American  Express  Financial  Corporation  were $165,000 in
   1996, $180,000 in 1995, and $165,000 in 1994.

5. Related party transactions

   The Company has loaned funds to American Express Financial  Corporation under
   a collateral loan agreement.  The balance of the loan was $11,800 and $25,800
   at Dec.  31, 1996 and 1995,  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 equity  securities  valued at $116,543 at Dec.  31,  1996.
   Interest  income on related party loans  totaled  $780,  $1,371 and $2,894 in
   1996, 1995 and 1994, respectively.

   The Company  purchased a five year  secured note from an  affiliated  company
   which had an  outstanding  balance of $nil and  $19,444 at Dec.  31, 1996 and
   1995,  respectively.  The note bears a fixed rate of 8.42  percent.  Interest
   income on the above note totaled $1,637,  $1,937 and $2,278 in 1996, 1995 and
   1994, respectively.

   The Company has a reinsurance  agreement  whereby it assumed 100 percent of a
   block of single  premium life  insurance  business  from Amex Life  Assurance
   Company  (Amex  Life),  a former  affiliate.  The  accompanying  consolidated
   balance  sheets at Dec.  31, 1996 and 1995  include  $758,812  and  $764,663,
   respectively, of future policy benefits related to this agreement.

   The Company has a  reinsurance  agreement to cede 50 percent of its long-term
   care insurance business to Amex Life. The accompanying  consolidated  balance
   sheets at Dec. 31, 1996 and 1995 include $134,121 and $95,484,  respectively,
   of reinsurance receivables related to this agreement. Premiums ceded amounted
   to $32,917,  $25,553 and $20,360 and  reinsurance  recovered from  reinsurers
   amounted to $5,135, $4,998 and $3,022 for the years ended Dec. 31, 1996, 1995
   and 1994, respectively.

   The Company has a reinsurance  agreement to assume deferred annuity contracts
   from Amex Life. At Oct. 1, 1995, a $803,618  block of deferred  annuities and
   $28,327 of deferred policy acquisition costs were transferred to the Company.
   The  accompanying  consolidated  balance  sheet  at Dec.  31,  1996  includes
   $828,298 of future policy benefits related to this agreement.  Contracts with
   future policy benefits  totaling $50,400 were still reinsured with the former
   affiliate at Dec.  31,  1996.  The  remaining  contracts  had been novated to
   Company contracts.

   Until July 1, 1995, the Company  participated  in the IDS Retirement  Plan of
   American Express Financial  Corporation which covered all permanent employees
   age 21 and over who had met certain employment  requirements.  Effective July
   1, 1995, the IDS Retirement Plan was merged with American  Express  Company's
   American Express Retirement Plan, which simultaneously was amended to include
   a  cash  balance  formula  and  a  lump  sum  distribution  option.  Employer
   contributions  to the plan are based on  participants'  age, years of service
   and total  compensation  for the year.  Funding of retirement  costs for this
   plan complies with the applicable minimum funding  requirements  specified by
   ERISA.  The Company's share of the total net periodic  pension cost was $174,
   $155 and $156 in 1996, 1995 and 1994, respectively.

   The  Company  also  participates  in defined  contribution  pension  plans of
   American  Express  Company  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 1996,  1995 and 1994 were $990, $815 and
   $957, 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.

   Charges  by  American  Express   Financial   Corporation  for  use  of  joint
   facilities,  marketing  services  and  other  services  aggregated  $397,362,
   $377,139,  and $335,183  for 1996,  1995 and 1994,  respectively.  Certain of
   these costs are included in deferred policy  acquisition  costs. In addition,
   the  Company  rents its home office  space from  American  Express  Financial
   Corporation on an annual renewable basis.

6. Commitments and contingencies

   At Dec. 31, 1996 and 1995, traditional life insurance and universal life-type
   insurance in force aggregated $67,274,354 and $59,683,532,  respectively,  of
   which  $3,875,921 and $3,771,204  were reinsured at the respective year ends.
   The Company also  reinsures a portion of the risks assumed  under  disability
   income  and  long-term  care  policies.  Under  all  reinsurance  agreements,
   premiums  ceded to  reinsurers  amounted to $48,250,  $39,399 and $31,016 and
   reinsurance  recovered  from  reinsurers  amounted to $15,612,  $14,088,  and
   $10,778  for the years  ended  Dec.  31,  1996,  1995 and  1994.  Reinsurance
   contracts  do  not  relieve  the  Company  from  its  primary  obligation  to
   policyholders.

   A number of  lawsuits  have been filed  against  life and health  insurers in
   jurisdictions in which the Company and its subsidiaries do business involving
   insurers'  sales  practices,  alleged agent  misconduct,  failure to properly
   supervise agents, and other matters. In December 1996, an action of this type
   was brought against the Company and its parent,  American  Express  Financial
   Corporation.  The plaintiffs  purport to represent a class  consisting of all
   persons who replaced existing Company policies with new Company policies from
   and after Jan. 1, 1985.  The complaint  puts at issue  various  alleged sales
   practices and  misrepresentations,  alleged  breaches of fiduciary duties and
   alleged violations of consumer fraud statutes.  Plaintiffs seek damages in an
   unspecified amount and seek to establish a claims resolution facility for the
   determination of individual  issues.  The Company and its parent believe they
   have meritorious defenses to the claims raised in the lawsuit. The outcome of
   any litigation cannot be predicted with certainty,  particularly in the early
   stages of an action.  In the opinion of  management,  however,  the  ultimate
   resolution of the above  lawsuit and others filed against the Company  should
   not have a material  adverse effect on the Company's  consolidated  financial
   position.

   During 1996, the Company  settled the federal tax audit for 1987 through 1989
   tax years.  There was no material impact as a result of that audit. Also, the
   IRS is  currently  auditing  the  Company's  1990  through  1992  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 two banks and its parent
   aggregating $175,000, of which $100,000 is with its parent. The lines of
   credit are at 40 to 80 basis  points over the lenders' cost of funds or equal
   to the prime rate,  depending on which line of credit agreement is used.  The
   $25,000 line of credit with one bank expired on Dec. 31, 1996 and the Company
   did not seek renewal. The $50,000 line  of credit with the other bank expires
   on  June 30, 1997  and  the  Company expects  to seek  renewal.  Borrowings
   outstanding under these agreements were $nil at Dec. 31, 1996 and 1995.

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 does not hold derivative instruments for
   trading purposes. The Company manages risks associated with these instruments
   as described below.

   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 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.

   Credit  exposure  related to interest rate caps and floors is measured by the
   replacement  cost of the contracts.  The replacement cost represents the fair
   value of the instruments.

   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.

<PAGE>

   The Company's holdings of derivative financial instruments are as follows:

                               Notional    Carrying      Fair      Total Credit
   Dec. 31, 1996                Amount       Value       Value       Exposure
   -------------              ---------     -------     --------   ------------
   Assets:
    Interest rate caps      $ 4,000,000     $16,227     $  7,439      $  7,439
    Interest rate floors      1,000,000       2,041        4,341         4,341
    Interest rate swaps       1,000,000          --      (24,715)           --
                             ----------     -------     --------       -------
                             $6,000,000     $18,268     $(12,935)      $11,780
                             ==========     =======     ========       =======
   Dec. 31, 1995
   Assets:
     Interest rate caps      $5,100,000     $26,680     $  8,366       $ 8,366
                             ==========     =======     ========       =======

   The fair  values  of  derivative  financial  instruments  are based on market
   values,  dealer quotes or pricing  models.  The interest rate caps and floors
   expire on various  dates from 1996 to 2001.  The  interest  rate swaps are in
   effect through 2001.

   Interest  rate  caps,  swaps and floors  are used  principally  to manage the
   Company's  interest  rate risk.  These  instruments  are used to protect  the
   margin between  interest  rates earned on investments  and the interest rates
   credited to related annuity contract holders.

9. Fair values of financial instruments

   The Company  discloses fair value  information  for most on- and  off-balance
   sheet  financial  instruments  for which it is  practicable  to estimate that
   value.  Fair  values  of life  insurance  obligations  and all  non-financial
   instruments,  such as deferred  acquisition  costs are excluded.  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.

                                           1996                        1995
                                          ------                      -----
<TABLE>
<CAPTION>
                                 Carrying         Fair        Carrying         Fair
   Financial Assets               Value           Value         Value         Value
   ----------------               -----           -----         -----         -----
<S>                            <C>           <C>           <C>           <C>        
   Investments:
     Fixed maturities (Note 2):
       Held to maturity        $10,236,379   $10,521,650   $11,257,591   $11,878,377
       Available for sale       11,146,845    11,146,845    10,516,212    10,516,212
     Mortgage loans on
       real estate (Note 2)      3,493,364     3,606,077     2,945,495     3,184,666
     Other:
       Equity securities (Note 2)    3,308         3,308         3,517         3,517
       Derivative financial
         instruments (Note 8)       18,268       (12,935)       26,680         8,366
       Other                        63,993        66,242        52,182        52,182
   Cash and
     cash equivalents (Note 1)     224,603       224,603        72,147        72,147
   Separate account assets
     (Note 1)                   18,535,160    18,535,160    14,974,082    14,974,082

   Financial Liabilities
     Future policy benefits
       for fixed annuities      20,641,986    19,721,968    20,259,265    19,603,114
     Separate account 
         liabilities            17,358,087    16,688,519    14,208,619    13,665,636
</TABLE>

<PAGE>

   At Dec.  31,  1996 and 1995,  the  carrying  amount  and fair value of future
   policy benefits for fixed annuities exclude life insurance-related  contracts
   carried at  $1,112,155  and  $1,070,598,  respectively,  and policy  loans of
   $83,867 and $74,973,  respectively. The fair value of these benefits is based
   on the status of the  annuities at Dec. 31, 1996 and 1995.  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 rates appropriate for contracts issued in 1996 and 1995.

   At Dec. 31, 1996 and 1995, the fair value of liabilities  related to separate
   accounts is estimated as the carrying  amount less any  applicable  surrender
   charges and less  variable  insurance  contracts  carried at  $1,177,073  and
   $765,463, respectively.

10.Segment information

   The Company's operations consist of two business segments;  first, individual
   and group life insurance, disability income and long-term care insurance, and
   second,  annuity  products  designed for  individuals,  pension plans,  small
   businesses  and   employer-sponsored   groups.  The  consolidated   condensed
   statements  of income for the years ended Dec.  31,  1996,  1995 and 1994 and
   total  assets at Dec. 31, 1996,  1995 and 1994 by segment are  summarized  as
   follows:

                                          1996           1995            1994
                                         ------         ------          -----
   Net investment income:
   Life, disability income
     and long-term care insurance   $    262,998   $    256,242   $     247,047
   Annuities                           1,702,364      1,651,067       1,534,826
                                     -----------    -----------    ------------
                                     $ 1,965,362    $ 1,907,309    $  1,781,873
                                     ===========    ===========    ============
   Premiums, charges and fees:
   Life, disability income
     and long-term care insurance   $    448,389   $    384,008   $     335,375
   Annuities                             308,873        249,557         193,370
                                    ------------   ------------   -------------
                                    $    757,262   $    633,565   $     528,745
                                    ============   ============   =============
   Income before income taxes:
   Life, disability income
     and long-term care insurance   $    161,115   $    125,402   $     122,677
   Annuities                             460,758        440,278         394,117
   Net loss on investments                  (159)        (4,898)         (4,282)
                                   -------------  -------------  --------------
                                    $    621,714   $    560,782   $     512,512
                                    ============   ============   =============
   Total assets:
   Life, disability income
     and long-term care insurance   $  7,028,906   $  6,195,870    $  5,269,188
   Annuities                          40,277,075     36,704,208      30,478,355
                                     -----------    -----------     -----------
                                     $47,305,981    $42,900,078     $35,747,543
                                     ===========    ===========     ===========

   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>

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, 1996 and 1995,  and the related  consolidated
statements of income,  stockholder's equity and cash flows for each of the three
years in the period ended December 31, 1996. 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,  1996 and 1995,  and the  consolidated  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1996, 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
February 7, 1997
Minneapolis, Minnesota




<PAGE> 
About IDS Life

   
The Group  Variable  Annuity  Contract  is issued  by IDS Life,  a wholly  owned
subsidiary  of AEFC,  which itself is a wholly owned  subsidiary of the American
Express Company, a financial services company headquartered in New York City.
    

IDS Life is a stock life insurance  company  organized in 1957 under the laws of
the State of Minnesota and located at IDS Tower 10, Minneapolis,  MN 55440-0010.
We conduct a conventional  life  insurance  business in the District of Columbia
and all states except New York.

American  Express  Financial  Advisors  Inc.  offers  mutual  funds,  investment
certificates and a broad range of financial management services. IDS Life offers
insurance and annuities.

American  Express  Financial  Advisors Inc.  serves  individuals  and businesses
through  its  nationwide  network  of more than 175  offices  and more than 7800
financial advisors.

Other  subsidiaries  provide  investment  management  and related  services  for
pension, profit-sharing,  employee savings and endowment funds of businesses and
institutions.

Periodic reports

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





<PAGE> 
Table of contents of the Statement of Additional Information

   
Performance information.......................
Rating agencies...............................
Principal underwriter.........................
Independent auditors..........................
Prospectus....................................
Financial statements -
     IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and
     MZ.......................................
    

- -------------------------------------------------------------------
Please  check  the  appropriate  box to  receive  a copy  of  the  Statement  of
Additional Information for:

_____ IDS Life Group Variable Annuity Contract

_____ IDS Life Retirement Annuity Mutual Funds

Please return this request to:

   
IDS Life Insurance Company
IDS Tower 10
Minneapolis, MN  55420
    

Your name _______________________________________________________

Address _________________________________________________________

City ______________________  State ______________ Zip ___________






<PAGE> 
                                    PART II.

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

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

Item 14.    Indemnification of Directors and Officers

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

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

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

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







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

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

Item 15.    Recent Sales of Unregistered Securities

            None

Item 16.    Exhibits and Financial Statement Schedules

(a)   Exhibits

3.1   Copy of Certificate of Incorporation of IDS Life Insurance
      Company dated July 23, 1957, filed electronically as Exhibit
      3.1 to Post-Effective Amendment No. 2 to Registration No. 33-
      48701 is incorporated herein by reference.

3.2   Copy of By-laws of IDS Life Insurance Company, filed
      electronically as Exhibit 3.2 to Post-Effective Amendment No.
      2 to Registration No. 33-48701 is incorporated herein by
      reference.

4.1   Form of Group Deferred Variable Annuity Contract, Form 34660,
      filed electronically as Exhibit 4.1 to Post-Effective
      Amendment No. 2 to Registration No. 33-48701 is incorporated
      herein by reference.

5.    Opinion of Counsel dated Sept. 14, 1992 regarding legality of
      Contracts, filed electronically as Exhibit 5 to Post-Effective
      Amendment No. 2 to Registration No. 33-48701 is incorporated
      herein by reference.

22.   List of Subsidiaries, filed electronically as Exhibit 22 to
      Post-Effective Amendment No. 5 to Registration No. 33-48701 is
      incorporated herein by reference.

23.   Consent of Independent Auditors, filed electronically
      herewith.





<PAGE> 
24.   Power of Attorney dated March 12, 1997, is filed
      electronically herewith.

(b)   Financial Statement Schedules.

      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 7, 1997

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

Item  17.  Undertakings

Registrant hereby undertakes:

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

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

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

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

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

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






<PAGE> 
                            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 4th day of April 1997.

                                       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 4th day of April, 1997.

Signature                             Title

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

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

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

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

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

/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  12,  1997,   filed
electronically herewith.



- -----------------------------
Mary Ellyn Minenko






<PAGE>

IDS LIFE INSURANCE COMPANY
SCHEDULE I - CONSOLIDATED SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES ($ thousands)
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------
Column A                                  Column B         Column C           Column D

Type of Investment                          Cost            Value         Amount at which
                                                                            shown in the
                                                                           balance sheet
- -------------------------------------------------------------------------------------------
<S>                                       <C>               <C>                 <C>       
Fixed maturities:
    Held to maturity:
        United States Government and
          government agencies and
          authorities (a)             $    2,085,280  $      2,060,778  $        2,085,280
        States, municipalities and
           political subdivisions              9,685            10,097               9,685
        All other corporate bonds          8,141,414         8,450,775           8,141,414
                                        -------------   ---------------   -----------------
              Total held to maturity      10,236,379        10,521,650          10,236,379

    Available for sale:
        United States Government and
          government agencies and
          authorities (b)                  6,925,876         6,960,002           6,960,002
        States, municipalities and
           political subdivisions             11,032            12,368              12,368
        All other corporate bonds          4,071,714         4,174,475           4,174,475
                                        -------------   ---------------   -----------------
              Total available for sale    11,008,622        11,146,845          11,146,845

Mortgage loans on real estate              3,493,364         XXXXXXXXX           3,493,364
Policy loans                                 459,902         XXXXXXXXX             459,902
Other investments                            251,465         XXXXXXXXX             251,465
                                        -------------                     -----------------

              Total investments       $   25,449,732  $      XXXXXXXXX  $       25,587,955
                                        =============                     =================

(a) - Includes mortgage-backed securities with a cost and market value of $2,041,278 and $2,017,119,
           respectively.
(b) - Includes mortgage-backed securities with a cost and market value of $6,847,932 and $6,879,547,
           respectively.
</TABLE>

<PAGE>

IDS LIFE INSURANCE COMPANY
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION ($ thousands)
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>

    Column A     Column B      Column C  Column D    Column E    Column F   Column G    Column H    Column I      Column J  Column K

    Segment      Deferred      Future    Unearned  Other policy  Premium      Net       Benefits,  Amortization    Other    Premiums
                  policy       policy    premiums   claims and  revenue    investment   claims,     of deferred  operating  written
                 acquisition  benefits,              benefits                income    losses and    policy       expenses
                   cost        losses,                payable                          settlement   acquisition
                              claims and                                                 expenses     costs
                                loss
                               expenses
- ------------------------------------------------------------------------------------------------------------------------------------

<S>           <C>           <C>          <C>        <C>          <C>         <C>         <C>         <C>          <C>          <C>
Annuities     $  1,398,025  $ 21,838,008 $       -  $    50,137  $        -  $1,702,364  $    2,724  $   189,645  $ 180,942    N/A



Life, DI, and
Long-term 
Care Insurance      932,780    3,811,034          -       33,497     182,921     262,998     187,486       88,960     80,526   N/A

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

Total         $  2,330,805  $ 25,649,042 $       -  $    83,634  $  182,921  $1,965,362  $  190,210  $   278,605  $ 261,468    N/A

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

<PAGE>

IDS LIFE INSURANCE COMPANY
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION ($ thousands)
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>

    Column A      Column B     Column C    Column D    Column E    Column F   Column G    Column H    Column I    Column J  Column K

    Segment      Deferred     Future       Unearned  Other policy  Premium      Net       Benefits,  Amortization Other     Premiums
                  policy      policy       premiums   claims and  revenue    investment   claims,     of deferred operating  written
                 acquisition benefits,                benefits                income     losses and    policy     expenses
                   cost       losses,                 payable                            settlement   acquisition
                              claims and                                                  expenses     costs
                               loss
                               expenses
- ------------------------------------------------------------------------------------------------------------------------------------

<S>            <C>         <C>          <C>        <C>           <C>        <C>         <C>         <C>          <C>            <C>
Annuities      $ 1,227,169 $ 21,404,836 $       -  $     28,191  $       -  $1,651,067  $    2,693  $   189,626  $  166,191     N/A



Life, DI, 
and Long-term 
Care Insurance     798,556    3,613,253          -        28,132    161,530     256,242     164,749       90,495      45,451    N/A


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

Total          $ 2,025,725 $ 25,018,089 $       -  $     56,323  $ 161,530  $1,907,309  $  167,442  $   280,121  $  211,642     N/A

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

<PAGE>

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

  Column A        Column B    Column C    Column D    Column E    Column F  Column G    Column H    Column I      Column J  Column K

   Segment       Deferred     Future      Unearned  Other policy  Premium     Net       Benefits,  Amortization   Other     Premiums
                  policy      policy      premiums   claims and  revenue   investment   claims,     of deferred  operating   written
                 acquisition benefits,              benefits                income     losses and    policy       expenses
                   cost       losses,                payable                           settlement   acquisition
                             claims and                                                 expenses     costs
                               loss
                              expenses
- ------------------------------------------------------------------------------------------------------------------------------------

<S>            <C>         <C>          <C>       <C>          <C>        <C>         <C>         <C>          <C>             <C>
Annuities      $ 1,150,585 $ 19,361,979 $       - $    23,888  $        - $1,534,826  $   (5,762) $   194,060  $  131,515      N/A



Life, DI, and
Long-term Care
Insurance         714,739    3,346,931          -      26,180     144,640    247,047     134,128       86,312      78,586      N/A


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

Total          $ 1,865,324 $ 22,708,910 $       - $    50,068  $  144,640 $1,781,873  $  128,366  $   280,372  $  210,101      N/A

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

<PAGE>

IDS LIFE INSURANCE COMPANY
SCHEDULE IV - REINSURANCE ($ thousands)
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------
        Column A              Column B       Column C        Column D      Column E    Column F

                             Gross amount  Ceded to other   Assumed from      Net     % of amount
                                            companies     other companies   Amount   assumed to net
- ---------------------------------------------------------------------------------------------------

<S>                        <C>            <C>            <C>              <C>               <C>  
For the year ended
  December 31, 1996

Life insurance in force    $  65,571,173  $   3,875,921  $     1,703,181  $63,398,433       2.69%
===================================================================================================

Premiums:
  Life insurance           $      54,111  $       3,253  $           545  $   51,403        1.06%
  DI & LTC insurance             164,561         33,043               --     131,518        0.00%
- ---------------------------------------------------------------------------------------------------
Total premiums             $     218,672  $      36,296  $           545  $  182,921        0.30%
===================================================================================================

For the year ended
  December 31, 1995

Life insurance in force    $  57,895,180  $   3,771,204  $     1,788,352  $55,912,328       3.20%
===================================================================================================

Premiums:
  Life insurance           $      53,089  $       2,648  $          (248) $   50,193       -0.49%
  DI & LTC insurance             137,016         25,679               --     111,337        0.00%
- ---------------------------------------------------------------------------------------------------
Total premiums             $     190,105  $      28,327  $          (248) $  161,530       -0.15%
===================================================================================================

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 & LTC insurance             114,049         17,593               --      96,456        0.00%
- ---------------------------------------------------------------------------------------------------
Total premiums             $     165,268  $      20,947  $           319  $  144,640        0.22%
===================================================================================================
</TABLE>

<PAGE>

IDS LIFE INSURANCE COMPANY
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS ($ thousands)
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------
               Column A           Column B        Column C                       Column D      Column E

                                                  Additions
                                                -------------
                                 Balance at                       Charged to
              Description         Beginning      Charged to     Other Accounts- Deductions-  Balance at End
                                  of Period   Costs & Expenses     Describe      Describe *    of Period
- ------------------------------------------------------------------------------------------------------------

<S>                                  <C>                   <C>               <C>          <C>       <C>    
For the year ended
  December 31, 1996
- ------------------------------
Reserve for Mortgage Loans           $37,340               $155              $0           $0        $37,495
Reserve for Other Investments         $4,713              ($750)             $0           $0         $3,963

For the year ended
  December 31, 1995
- ------------------------------
Reserve for Mortgage Loans           $35,252             $1,088              $0      ($1,000)       $37,340
Reserve for Other Investments         $7,515            ($2,802)             $0           $0         $4,713

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

* 1995 amount represents a reserve on mortgage loans which were transferred from an affiliate. 
  1994 amount represents a direct writedown of the related investments in fixed maturities.
</TABLE>




<PAGE>
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, 1996 and 1995, and for each of the three years in the
period  ended  December  31,  1996,  and have  issued our report  thereon  dated
February 7, 1997 (included elsewhere in this Registration Statement). Our audits
also included the  financial  statement  schedules  listed in Item 16(b) of 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 7, 1997







<PAGE> 
IDS Life Insurance Company (GVAC)
File No. 33-48701/811-3217

EXHIBIT INDEX

23.   Consent of Independent Auditors.

24.   Power of Attorney dated March 12, 1997.







<PAGE> 
                                   Exhibit 23






CONSENT OF INDEPENDENT AUDITORS


We consent to the references to our firm under the caption  "Experts" and to the
use of our  reports  dated  February  7,  1997  on  the  consolidated  financial
statements   and   schedules  of  IDS  Life   Insurance   Company   included  in
Post-Effective  Amendment  No. 6 to the  Registration  Statement  (Form  S-1 No.
33-48701) and related  Prospectus for the registration of group variable annuity
contract interests to be offered by IDS Life Insurance Company.



Minneapolis, Minnesota
March 31, 1997







<PAGE> 
                           IDS LIFE INSURANCE COMPANY
                                POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

      Each of the  undersigned,  as directors of IDS Life  Insurance  Company on
behalf of the below listed  registrants that previously have filed  registration
statements and amendments thereto pursuant to the requirements of the Securities
Act of 1933 and the  Investment  Company  Act of 1940  with the  Securities  and
Exchange Commission:

                                                        1933 Act      1940 Act
                                                        Reg. Number  Reg. Number
IDS Life Variable Account 10
  IDS Life Flexible Portfolio Annuity                   33-62407       811-07355
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
  IDS Life Flexible Annuity                             33-4173         811-3217
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
  IDS Life Variable Retirement and Combination
  Retirement Annuities                                  2-73114         811-3217
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
  IDS Life Employee Benefit Annuity                     33-52518        811-3217
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
  IDS Life Group Variable Annuity Contract              33-47302        811-3217
IDS Life Insurance Company
  IDS Life Group Variable Annuity Contract
  (Fixed Account)                                       33-48701           N/A
IDS Life Insurance Company
  IDS Life Guaranteed Term Annuity                      33-28976           N/A
IDS Life Insurance Company
  IDS Life Flexible Payment Market Value Annuity        33-50968           N/A
IDS Life Variable Life Separate Account
  Flexible Premium Variable Life Insurance Policy       33-11165        811-4298
IDS Life Variable Life Separate Account
  Flexible Premium Survivorship Variable
  Life Insurance Policy                                 33-62457        811-4298
IDS Life Variable Life Separate Account
  Single Premium Variable Life
  Insurance Policy                                      2-97637         811-4298
IDS Life Variable Account for Smith Barney
  Single Premium Variable Life Insurance Policy         33-5210         811-4652
IDS Life Account SBS
  Symphony Annuity                                      33-40779        812-7731
IDS Life Account RE
IDS Life Real Estate Variable Annuity                   33-13375           N/A
IDS Life Variable Annuity Fund A                        2-29081         811-1653
IDS Life Variable Annuity Fund B                        2-47430         811-1674


hereby  constitutes  and appoints  William A.  Stoltzmann,  Mary Ellyn  Minenko,
Eileen J. Newhouse, Sherilyn K. Beck, Colin Lancaster, Bruce Kohn and Timothy S.
Meehan or any one of them, as her or his attorney-in-fact and agent, to sign for
her or him in her or his name, place and stead any and all filings, applications
(including





<PAGE> 
applications for exemptive relief),  periodic reports,  registration  statements
(with all exhibits  and other  documents  required or  desirable  in  connection
therewith),  other documents,  and amendments  thereto and to file such filings,
applications,  periodic reports,  registration statements,  other documents, and
amendments  thereto  with  the  Securities  and  Exchange  Commission,  and  any
necessary states,  and grants to any or all of them the full power and authority
to do and  perform  each and every  act  required  or  necessary  in  connection
therewith.

     Dated the 12th day of March, 1997.



/s/ David R. Hubers                             March 10, 1997
- ---------------------------------
    David R. Hubers
    Director


/s/ Richard W. Kling                            March 12, 1997
- ---------------------------------
    Richard W. Kling
    Director and President


/s/ Paul F. Kolkman                             March 11, 1997
- ---------------------------------
    Paul F. Kolkman
    Director and Executive Vice
    President


/s/ James A. Mitchell                           March 10, 1997
- ---------------------------------
    James A. Mitchell
    Director, Chairman of the
    Board and Chief Executive Officer


/s/ Barry J. Murphy                             March 10, 1997
- ---------------------------------
    Barry J. Murphy
    Director and Executive Vice
    President, Client Service


/s/ Stuart A. Sedlacek                          March 7, 1997
- ---------------------------------
    Stuart A. Sedlacek
    Director and Executive Vice
    President, Assured Assets


/s/ Melinda S. Urion                            March 10, 1997
- ---------------------------------
    Melinda S. Urion
    Director, Executive Vice
    President and Controller


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