IDS LIFE INSURANCE CO
424B3, 1997-05-06
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PAGE 1
IDS Life Flexible Payment Market Value Annuity
Prospectus, April 30, 1997

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

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

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

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

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

Sold by:
IDS Life Insurance Company
IDS Tower 10
Minneapolis, MN 55440-0010
Telephone: 800-437-0602

These securities may be subject to a substantial  surrender charge and/or market
value adjustment if not held to the end of a guarantee period which could result
in receipt of less than the original purchase payment.

Guaranteed  interest  rates  that  apply to  future  guarantee  periods  will be
declared  by IDS Life  based on various  factors.  These  interest  rates may be
higher or lower than the rates previously guaranteed.



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PAGE 2
The minimum guaranteed rate is 3%.

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

   
IDS Life is not a bank or financial  institution,  and the  securities it offers
are not deposits or obligations of, backed or guaranteed or endorsed by any bank
or financial  institution nor are they insured by the Federal Deposit  Insurance
Corporation,  the Federal Reserve Board or any other agency. Investments in this
annuity involve investment risk including the possible loss of principal.
    



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PAGE 3
Table of contents                                         Page

The Flexible Payment Market Value Annuity in brief........

Key terms.................................................

Description of contracts..................................
General...................................................
Application and purchase payment..........................
Right to cancel...........................................
Guarantee periods.........................................
Surrenders, free withdrawals and systematic withdrawals...
Surrender charge..........................................
Transfers.................................................
Market value adjustment...................................
Premium taxes.............................................
Death benefit prior to settlement.........................
Death benefit after settlement............................
Statement.................................................
Electing the settlement date and annuity payment plan.....

Amendment, distribution and assignment of contracts.......
Amendment of contracts....................................
Distribution of contracts.................................
Assignment of contracts...................................

Federal tax considerations................................

The Company...............................................
Business..................................................
Investments by IDS Life...................................
Selected financial data...................................
Management's discussion and analysis of consolidated
financial condition and results of operations.............

Directors and executive officers..........................
Executive compensation....................................
Security ownership of management..........................

Legal proceedings and opinion.............................

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

Appendix A - Total surrender illustration.................

Appendix B - Market value adjustment illustration.........

IDS Life financial information............................



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PAGE 4
The Flexible Payment Market Value Annuity in brief

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

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

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

Surrenders, free withdrawals and systematic withdrawals: Each contract year, the
owner may surrender or transfer free withdrawal  amounts.  These free withdrawal
amounts  are not  subject  to  either  a  surrender  charge  or a  market  value
adjustment.  However,  they are subject to federal income tax and may be subject
to a federal  penalty tax and,  under  certain tax qualified  contracts,  to 20%
income tax withholding.  Free withdrawal  amounts are calculated  separately for
each  subaccount.  From the time a  subaccount  is  established  by  payment  or
transfer up to the next contract anniversary,  the free withdrawal amount is 10%
of the subaccount payment or transfer. During each contract year thereafter, the
free  withdrawal  amount is 10% of the  prior  contract  anniversary  subaccount
accumulation  value.  The owner also may  establish  systematic  withdrawals  of
amounts up to the free withdrawal amount. (p.)

Subject to certain restrictions,  partial or total surrenders are permitted. IDS
Life may defer payment of any surrender for a


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PAGE 5
period up to six months from the date it receives  notice of  surrender,  or for
the period  permitted  by state law, if less.  IDS Life will not defer a payment
for a period greater than seven days except under  extraordinary  circumstances.
IDS Life will pay annual  interest  of at least 3% of any amounts  deferred  for
more than thirty days during such period if it chooses to exercise this deferral
right. (p.)

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

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

Market  value  adjustment:  A  market  value  adjustment  will be  applied  to a
surrender  or transfer  that  occurs  before the end of a  subaccount  guarantee
period.  A market value  adjustment is a positive or negative  adjustment of the
subaccount  accumulation  value.  Therefore,   the  amount  distributed  from  a
subaccount on surrender or transfer may be more or less than the total  purchase
payments or transfers  made to that  subaccount  (plus  accrued  interest).  The
market value adjustment  reflects the relationship,  at the time of surrender or
transfer,  between the subaccount  guarantee rate and the interest rate IDS Life
then is crediting on purchase payments or transfers made to new subaccounts with
guarantee  periods of the same duration as the time  remaining in the subaccount
guarantee period. (p.)

Premium taxes:  IDS Life reserves the right to deduct  applicable  premium taxes
from the accumulation value of the contract. State premium taxes range from 0 to
3.5% of the gross purchase payments. (p.)

Death benefit prior to settlement:  The contract provides for a guaranteed death
benefit.  In the  event of the  death  of the  annuitant  or owner  prior to the
settlement date, IDS Life will pay to the owner or beneficiary the death benefit
in lieu of any other payment under the contract. The amount of the death benefit
will equal the accumulation value. (p.)



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PAGE 6
Electing the settlement  date and annuity  payment plan: On the settlement  date
specified by the owner,  IDS Life will pay the owner a lump sum payment or start
to pay a series of payments.  A series of payments may be elected  under certain
annuity payment plans. (p.)

Key terms

These terms can help you understand details about your annuity:

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

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

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

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

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

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

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

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

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

Market value  adjustment - The difference  between the market adjusted value and
the  accumulation  value. It is positive if the market adjusted value is greater
than the accumulation value. It is negative if the accumulation value is greater
than the market adjusted value.



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PAGE 7
Owner - The person or entity to whom the  contract  is issued.  The owner may be
someone other than the annuitant.

Purchase payment - Payment made to IDS Life for an annuity.

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

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

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

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

Written  request - A request in writing signed by the owner and delivered to IDS
Life at its home office.

Description of contracts

General

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

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

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

Application and purchase payment

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



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PAGE 8
IDS Life  will  return  an  improperly  completed  application,  along  with the
corresponding  purchase  payment,  five  business  days after its receipt if the
application has not, by that time, been properly completed.

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

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

Right to cancel

The owner has the right to cancel the contract  within 10 days after  receipt of
the  contract  and  receive  a  refund  of  the  entire  purchase  payment.  For
cancellation to be effective, mailing or delivery of notice of cancellation must
be made in writing to IDS Life's home office at the following address:  IDS Life
Insurance Company,  Attn:  Transactions,  P.O. Box 534,  Minneapolis,  Minnesota
55440-0534.

Guarantee periods

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

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




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PAGE 9
Example of guarantee rate:

Beginning subaccount accumulation value: $50,000
Guaranteed period: 10 years
Guarantee rate: 6% annual effective rate

                 Interest credited         Cumulative interest
Year               during year          credited to the account

 1                 $3,000.00               $ 3,000.00
 2                  3,180.00                 6,180.00
 3                  3,370.80                 9,550.80
 4                  3,573.05                13,123.85
 5                  3,787.43                16,911.28
 6                  4,014.68                20,925.96
 7                  4,255.56                25,181.51
 8                  4,510.89                29,692.40
 9                  4,781.54                34,473.95
10                  5,068.44                39,542.38

Guaranteed accumulation value at the end of 10 years is:
$50,000 + $39,542.38 = $89,542.38

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

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

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



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

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

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

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

Surrenders, free withdrawals and systematic withdrawals

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

In the case of all  surrenders,  the  accumulation  value will be reduced by the
amount  surrendered on the surrender date and that amount will be payable to the
owner. The accumulation  value also will be reduced by any applicable  surrender
charge and either reduced or increased by any market value adjustment applicable
to the  surrender.  IDS Life will,  on  request,  inform the owner of the amount
payable in a total or partial  surrender.  Any total or partial surrender may be
subject to tax and tax  penalties  and  surrenders  from  certain tax  qualified
contracts  may be  subject  to 20%  income tax  withholding.  (See  Federal  tax
considerations.)

Tax-sheltered  annuities:  The Code imposes  certain  restrictions on an owner's
right  to  receive  early   distributions   attributable  to  salary   reduction
contributions  from a contract  purchased for a retirement  plan qualified under
Section 403(b) of the Code as a TSA.



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PAGE 11
Distributions attributable to salary reduction contributions made after Dec. 31,
1988,  plus the  earnings on them,  or to transfers or rollovers of such amounts
from other  contracts  may be made from the TSA  contract  only if the owner has
attained age 59-1/2,  has become  disabled as defined in the Code, has separated
from the service of the employer that purchased the contract or has died.

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

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

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

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

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

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

o    withdrawing  the  entire  free   withdrawal   amount  over  the  systematic
     withdrawal period; or

o  withdrawing a specific  dollar amount less than the free  withdrawal  amount.
   Under this option, the specific dollar amount will be withdrawn on a pro-rata
   basis from all the  subaccounts in which the owner has a balance,  unless the
   owner instructs otherwise.




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PAGE 12
The minimum contract accumulation value required to begin systematic withdrawals
is $5,000.  The owner may start or stop this service at any time,  but must give
IDS Life 30 days' notice to change any systematic  withdrawal  instructions that
are currently in place.

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

Partial surrenders: Unless we agree otherwise, the minimum contract accumulation
value the owner may surrender is $1,000 (except for free withdrawal  amounts and
systematic  withdrawals as explained above). The minimum balance in a subaccount
after surrender is $1,000.

The owner may make a surrender by written request. This request must specify the
subaccount(s) from which the surrender is to be made and the surrender amount. A
partial  surrender  request not exceeding $50,000 also may be made by telephone.
IDS Life has the  authority to honor any  telephone  partial  surrender  request
believed to be authentic and will use reasonable procedures to confirm that they
are. This includes  asking  identifying  questions and tape recording  calls. As
long as reasonable procedures are followed,  neither IDS Life nor its affiliates
will be liable for any loss resulting from  fraudulent  requests.  At times when
the volume of telephone  requests is unusually  high, IDS Life will take special
measures to ensure that calls are answered as promptly as possible.  A telephone
surrender  request  will not be allowed  within 30 days of a  phoned-in  address
change.

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

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

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


<PAGE>



PAGE 13
Surrender at the end of a guarantee period: A subaccount surrender at the end of
the guarantee  period or during the first ten days of the new  guarantee  period
will not  incur a  surrender  charge  or market  value  adjustment,  nor will it
reflect any interest earned during this ten day period.

NOTE:  The owner will be charged a fee if he or she requests express mail
delivery.

Surrender charge

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

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

        Contract years since         Surrender charge
        payment received             percentage
        --------------------         ----------
               1                        7%
               2                        6
               3                        5
               4                        4
               5                        3
               6                        2
               7                        1
               8 or more                0

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

No surrender charge: There will be no surrender charge for:

o  exercise of the cancellation right;

o  free withdrawal amounts;

o  payments that have been in the contract for eight or more
   contract years;

o  transfers between subaccounts;

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



<PAGE>



PAGE 14
o  application of the accumulation value to provide annuity
   payments using an annuity payment plan; or

o  death benefits.

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

Transfers

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

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

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

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

Market value adjustment

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

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

The market adjusted value is the subaccount accumulation value (in excess of the
free withdrawal  amount) adjusted by the market value adjustment,  plus the free
withdrawal amount. Upon surrender a


<PAGE>



PAGE 15

subaccount's   market   adjusted   value  may  be  greater  than  the  annuity's
accumulation  value, equal to it or less than it depending on how the guaranteed
interest rate on the annuity  compares to the interest rate of a new annuity for
the same  number of years as the  guarantee  period  remaining  on the  annuity.
- -------------------------------------------------------------------
Relationship between  the  annuity's
guaranteed  rate and new annuity for
the same number of years as the
guaranteed  period  remaining on the
annuity:                                        The market adjusted
                                                value will be:
- -------------------------------------------------------------------
If the annuity rate > new annuity rate + .25%   greater than the
                                                accumulation value

If the annuity rate = new annuity rate + .25%   equal to the
                                                accumulation value

If the annuity rate < new annuity rate + .25%   less than the
                                                accumulation value
- -------------------------------------------------------------------

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

Determining  the  market  value  adjustment:  The  market  value  adjustment  is
determined by:

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

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

o  Subtracting the accumulation value from the market adjusted
   value.

Market adjusted value formula:

Market adjusted value = [(AVc - FWA) X F] + FWA where:



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PAGE 16
AVc =         the subaccount accumulation value to be surrendered
              or transferred

FWA     =     free withdrawal amount

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

where:

ig     =       the subaccount guarantee rate

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

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

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

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

No market value adjustment: There will be no market value adjustment for:

o  exercise of the cancellation right;

o  free withdrawal amounts;

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

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

o  death benefits.

Premium taxes

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


<PAGE>



PAGE 17
Death benefit prior to settlement

If the annuitant or owner dies before the settlement  date while the contract is
in  force,  the  death  benefit  payable  to  the  beneficiary  will  equal  the
accumulation  value as determined at the next close of business after IDS Life's
death claim requirements are fulfilled.

If the spouse is sole  beneficiary  or co-owner:  If the owner or co-owner  dies
before the settlement  date and the spouse is the only  beneficiary or co-owner,
the spouse may keep the contract as owner.  To do this, the spouse must,  within
60 days  after  IDS  Life  receives  proof  of  death,  give  IDS  Life  written
instructions to keep the contract in force.

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

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

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

o  payments begin no later than one year after death or any other
   date permitted by the Code; and

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

Death benefit after settlement

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

Statement

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



<PAGE>



PAGE 18
Electing the settlement date and annuity payment plan

Upon  processing the owner's  application IDS Life will establish the settlement
date to the maximum age or date as specified  below. The owner can also select a
date within the maximum limits. This date can be aligned with the owner's actual
retirement  from a job, or it can be a different  future date,  depending on the
owner's needs and goals and on certain  restrictions.  The owner can also change
the date,  provided  IDS Life  receives  written  instructions  at least 30 days
before annuity payouts begin.

For non-tax  qualified  contracts,  the settlement date cannot be later than the
latest of:

o  the contract anniversary nearest the annuitant's 85th birthday;
   or

o  the 10th contract anniversary.

For tax qualified  contracts,  to avoid IRS penalty taxes,  the retirement  date
generally must be:

o  on or after the date the annuitant reaches 59-1/2; and

o  for IRAs, by April 1 of the year following the calendar year
   when the annuitant reaches age 70-1/2; or

o  for all other tax qualified  contracts,  by April 1 of the year following the
   calendar year when the annuitant  reaches age 70- 1/2 or, if later,  retires;
   except that 5% business owners may not select a settlement date that is later
   than  April 1 of the year  following  the  calendar  year when they reach age
   70-1/2.

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

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

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




<PAGE>



PAGE 19
o  Plan A - This  provides  monthly  annuity  payments  for the  lifetime of the
   annuitant. No payments will be made after the annuitant dies.

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

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

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

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

The contract  provides for annuity payments on a fixed basis only. The amount of
each annuity  payment will not change  during the annuity  payment  period.  The
amount of the annuity payment will depend on:

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

o  the annuitant's age; and

o  the annuity payment plan selected.

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

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

o  during the life of the annuitant;

o  during the joint lives of the annuitant and beneficiary;

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


<PAGE>



PAGE 20
o  for a period not exceeding the joint life expectancies of the
   annuitant and beneficiary.

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

Amendment, distribution and assignment of contracts

Amendment of contracts

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

Distribution of contracts

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

Assignment of contracts

The owner may change ownership of the contract at any time by filing a change of
ownership  with IDS Life at its home  office.  No  change of  ownership  will be
binding upon IDS Life until it receives  and records the change.  IDS Life takes
no  responsibility  for the validity of the change. If the contract is purchased
under a tax qualified plan, the contract may not be sold, assigned, transferred,
discounted  or  pledged  as  collateral  for a  loan  or  as  security  for  the
performance  of an  obligation or for any other purpose to any person other than
IDS Life; provided,  however, that if the owner is a trustee or custodian, or an
employer  acting  in  a  similar  capacity,  ownership  of  a  contract  may  be
transferred to the annuitant.

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

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



<PAGE>



PAGE 21
Federal tax considerations

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

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

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

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

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

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

The income  earned on a non-tax  qualified  contract  held by such  entities  as
corporations,  partnerships  or trusts  generally  will be treated  as  ordinary
income  received  during  that  year.  However,  if the trust was set up for the
benefit of a natural person only, the income will continue to be tax-deferred.

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

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

o  after the owner dies;



<PAGE>



PAGE 22
o  after the owner becomes disabled (as defined in the Code);

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

o    if it is allocable to a purchase  payment  before Aug. 14, 1982 (except for
     contracts in tax qualified plans).

These are the major exceptions to the 10% IRS penalty tax. Additional exceptions
may apply  depending upon whether or not the contract is tax qualified.  For tax
qualified contracts,  other penalties apply if a contract bought under a plan is
surrendered before the plan specifies that payments can be made under the plan.

In general,  if the owner  receives  all or part of the  contract  value from an
annuity,  withholding  may be imposed  against the taxable income portion of the
payment. Any withholding that is done represents a prepayment of the tax due for
the year.  The owner takes credit for such amounts on the annual tax return that
is filed.

If the payment is part of an annuity  payment  plan,  the amount of  withholding
generally  is computed  using  payroll  tables.  The owner can provide us with a
statement of how many exemptions to use in calculating the withholding.  As long
as the owner has  provided us with a valid  Social  Security  Number or Taxpayer
Identification Number, the owner can elect not to have any withholding occur.

If the  distribution  is any other  type of  payment  (such as a partial or full
surrender), withholding is computed using 10% of the taxable portion. Similar to
above,  as long as the owner has provided us with a valid Social Security Number
or  Taxpayer  Identification  Number,  the  owner  can  elect  not to have  this
withholding occur.

If a  distribution  is taken from a contract  offered  under a Section  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.

Some  states  also  impose  withholding  requirements  similar  to  the  federal
withholding  described above. If this should be the case, any payment 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.

If the owner  receives  all or part of the contract  value from a tax  qualified
annuity (except an IRA,  SEP/IRA or Section 457 plan),  mandatory 20% income tax
withholding  generally  will be  imposed  at the time the  payment  is made.  In
addition, federal income tax and


<PAGE>



PAGE 23
the 10% IRS  penalty  tax for early  withdrawals  may apply to amounts  properly
includible  in income.  This  mandatory 20% income tax  withholding  will not be
imposed if:

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

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

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

These are the major  exceptions  to the  mandatory  20% income tax  withholding.
Payments made to a surviving  spouse instead of being directly rolled over to an
IRA may be subject to 20% income tax withholding. For taxable distributions that
are not subject to the mandatory  20%  withholding,  federal  income tax will be
withheld  from the  taxable  part of the owner's  distribution  unless he or she
elects   otherwise.   State   withholding   also  may  be   imposed  on  taxable
distributions.

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

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

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

The Company

Business

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



<PAGE>



PAGE 24
Investments by IDS Life

Assets of IDS Life must be invested in accordance with requirements  established
by applicable  state laws regarding the nature and quality of  investments  that
may be made by life insurance  companies and the percentage of their assets that
may be committed to any particular  type of investment.  In general,  these laws
permit   investments,   within   specified   limits   and   subject  to  certain
qualifications,  in federal, state, and municipal obligations,  corporate bonds,
preferred  and common  stocks,  real estate  mortgages,  real estate and certain
other investments.  All claims by purchasers of the contracts, and other general
account products, will be funded by the general account.

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

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

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

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

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

  o  Other debt instruments, which are rated below investment
     grade, limited to 15% of assets at the time of purchase; and

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

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

While this information  generally describes our investment strategy,  we are not
obligated to follow any particular strategy except as


<PAGE>



PAGE 25
may be required by federal law and Minnesota and other state
insurance laws.

Selected financial data

The following selected  financial data for IDS Life and its subsidiaries  should
be read in  conjunction  with the  consolidated  financial  statements and notes
included in the prospectus beginning on page __.
<TABLE>
<CAPTION>

                                                     Years ended Dec. 31, (thousands)
                                      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 realized 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.

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.


<PAGE>



PAGE 26
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.

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


<PAGE>



PAGE 27
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 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


<PAGE>



PAGE 28
credit with the other bank expires 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.

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


<PAGE>



PAGE 29
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 the Company on any one life is $750,000 of
life and waiver of premium  benefits plus $50,000 of accidental  death benefits.
The excesses are reinsured with other life insurance companies.  At December 31,
1996,  traditional  life and universal  life-type  insurance in force aggregated
$67.2 billion, of which $3.9 billion was reinsured.

Reserves

In  accordance  with the  insurance  laws and  regulations  under which IDS Life
operates,  it is obligated to carry on its books,  as  liabilities,  actuarially
determined  reserves to meet its obligations on its outstanding  life and health
insurance  policies and annuity  contracts.  Reserves for policies and contracts
are based on mortality and morbidity tables in general use in the United States.
These  reserves are computed  amounts that,  with  additions from premiums to be
received,  and with  interest on such  reserves  compounded  annually at assumed
rates,  will be  sufficient  to meet  IDS  Life's  policy  obligations  at their
maturities or in the event of an insured's death. In the accompanying  financial
statements  these reserves are determined in accordance with generally  accepted
accounting  principles.  (See Note 1, Liabilities for future policy benefits, in
the "Notes to Consolidated Financial Statements.")

Investments

Of IDS Life's  consolidated total investments of $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.




<PAGE>



PAGE 30
Competition

IDS Life is engaged in a business  that is highly  competitive  due to the large
number of stock and mutual life insurance companies and other entities marketing
insurance  products.  There are over  2,600  stock,  mutual  and other  types of
insurers in the life insurance business.  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 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,  American Express Financial  Corporation.  IDS Life reimburses  American
Express Financial  Corporation for rent based on direct and indirect  allocation
methods. Facilities occupied by IDS Life and its subsidiaries are believed to be
adequate for the purposes for which they are used and are well maintained.

State regulation

IDS Life is subject to the laws of the State of  Minnesota  governing  insurance
companies and to the  regulations  of the Minnesota  Department of Commerce.  An
annual  statement in the prescribed form is filed with the Minnesota  Department
of Commerce each year covering IDS Life's  operation for the preceding  year and
its  financial  condition at the end of such year.  Regulation  by the Minnesota
Department of Commerce  includes  periodic  examination  to determine IDS Life's
contract  liabilities and reserves so that the Minnesota  Department of Commerce
may certify  that these items are  correct.  IDS Life's  books and  accounts are
subject to review by the  Minnesota  Department  of Commerce at all times.  Such
regulation  does  not,  however,   involve  any  supervision  of  the  account's
management or IDS Life's investment practices or policies. In addition, IDS Life
is subject to regulation  under the  insurance  laws of other  jurisdictions  in
which it operates.  A full  examination  of IDS Life's  operations  is conducted
periodically by the National Association of Insurance Commissioners.

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




<PAGE>



PAGE 31

   
Directors and executive officers
    

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

   
Directors*
    

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.

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.



<PAGE>



PAGE 32
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 and B.

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 Executive
                                Officer

Richard W. Kling               President

Barry J. Murphy                Exec. Vice President,
                                Client Service

Stuart A. Sedlacek             Exec. Vice President,
                                Assured Assets




<PAGE>



PAGE 33
Lorraine R. Hart               Vice President,
                                Investments

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 IDS  Life.  All of the  outstanding  shares of stock of IDS Life are
beneficially owned by its parent,  American Express Financial  Corporation.  The
percentage  of shares of American  Express  Financial  Corporation  owned by any
director,  and by all  directors  and officers of IDS Life as a group,  does not
exceed 1% of the class outstanding.

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 on 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 a 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 December
31, 1996 and 1995,  and for each of the three years in the period ended December
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>



PAGE 34
Appendix A

Total surrender of a subaccount

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

Assumptions:

The  contract is dated  January 15,  1996.  The  contract  year is January 15 to
January 14 and the anniversary date is January 15th each year.

Subaccount P is established with a $5,000 payment on July 1, 1997. The surrender
charge percentages for Subaccount P will be:

Surrender date            Surrender charge percentage
- -----------------------------------------------------
7-1-97 to 1-14-98                     7%
1-15-98 to 1-14-99                    6
1-15-99 to 1-14-00                    5
1-15-00 to 1-14-01                    4
1-15-01 to 1-14-02                    3
1-15-02 to 1-14-03                    2
1-15-03 to 1-14-04                    1
January 15, 2004+                     0

The  Subaccount  P market  adjusted  value is  transferred  to  Subaccount  Q on
September 1, 1998.  The above  surrender  charge  percentage  date limits do not
change even though Subaccount P transferred to Subaccount Q.

Subaccount Q is entirely  surrendered  November 4, 2001,  when the  Subaccount Q
accumulation  value is $8,300.  Interest rates have increased since Subaccount Q
started.  The  January  15,  2001  (prior  contract  anniversary)  Subaccount  Q
accumulation value was $8,000.

Assume that the November 4, 2001 market adjusted value is $8,000.  This includes
the $800 free  withdrawal  amount  (10% of the January  15,  2001  Subaccount  Q
accumulation  value) and an assumed ($300) negative market value  adjustment due
to interest rate increases.

What is the surrender charge amount?

The $8,000 market adjusted value less the $800 free withdrawal amount is subject
to a 3% surrender charge. The surrender charge is 3% of $7,200 which is $216.



<PAGE>



PAGE 35
What net amount does the owner receive?

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

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

Less Subaccount Q surrender charge                     -  216
                                                       ------

Net Subaccount Q surrender check                       $7,784



<PAGE>



PAGE 36
Appendix B

Market value adjustment illustration

Assumptions:
Contract date:  January 1, 1996
Subaccount established:  July 1, 1996
Purchase payment: $50,000
Subaccount guarantee period: 10 years
Subaccount guarantee rate: 4.5% effective annual yield

Market value  adjustment  assumptions:  These examples show how the market value
adjustment may affect your contract  subaccount  values. The surrenders in these
examples occur on July 1, 1997,  one year after the  subaccount is  established.
There are no previous surrenders.

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

The subaccount  accumulation value on January 1, 1997, the contract anniversary,
is: $50,000 x (1 + .045)(184/365) = $51,121.87.  The free withdrawal  amount for
the next year is  $5,112.19.  This free  withdrawal  amount (10% of the contract
anniversary  subaccount  accumulation  value)  is  free  of  both  market  value
adjustment and surrender charge.

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

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

Market adjusted value formula:

Market adjusted value = [(AVc - FWA) x F] + FWA
where:

AVc =     the subaccount accumulation value to be surrendered or
          transferred

FWA =     free withdrawal amount

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


<PAGE>



PAGE 37
where:

ig  =     the subaccount guarantee rate

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

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

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

Example I - Downward market value adjustment

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

[(AVc - FWA) x F] + FWA

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

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

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

Example II - Upward market value adjustment

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

[(AVc - FWA) x F] + FWA

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

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

$1,027.18 = $53,277.18 - $52,250.00



<PAGE>


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 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>


PAGE 38
STATEMENT OF DIFFERENCES

Difference                          Description

1)  Prospectus language.            1)  On page 2 of the
                                        electronic filing in the
                                        second paragraph, the
                                        following words were added:

                                        "bank or" before financial
                                        institution, and "backed"
                                        before or guaranteed....

2)  Asterisks.                      2)  On page 31 of the
                                        electronic filing, an
                                        asterisk was deleted at the
                                        end of the "Directors and
                                        executive officers" line,
                                        and added at "Directors".
                                        On page 32 of the
                                        electronic filing, an
                                        asterisk was added at the
                                        end of the "Officers other
                                        than directors" line.



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