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

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM S-1
                  POST-EFFECTIVE AMENDMENT NO. 9
              TO REGISTRATION STATEMENT NO. 33-28976

                               Under

                    The Securities Act of 1933


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

                           Minnesota
  (State or other jurisdiction of incorporation or organization)

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

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

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

                    Bruce Kohn, Counsel
                    IDS Life Insurance Company
          IDS Tower 10, Minneapolis, Minnesota 55440-0010
                          (612) 671-2221
     (Name, address, including zip code, and telephone number,
            including area code, of agent for service)

It is proposed that this filing become effective on April 30, 1997.

If any of the  Securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. [X]



<PAGE>

                              Calculation of Registration Fee
<TABLE>
<CAPTION>


                                                                 Proposed
  Title of each class                   Proposed                 maximum
  of securities to be    Amount to be   maximum offering         aggregate offering    Amount of
  registered             registered     price per unit           price                 registration fee
  -----------------------------------------------------------------------------------------------------
  <S>                    <C>            <C>                      <C>                   <C>        
  Interests in a group   N/A
  market value annuity
  contract and individual
  market value annuity
  contracts for non-tax
  qualified purchases.
</TABLE>





<PAGE>

                       IDS LIFE ACCOUNT MGA
   GROUP AND INDIVIDUAL MARKET VALUE ANNUITY CONTRACTS ISSUED BY
                    IDS LIFE INSURANCE COMPANY

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

Form S-1 Item Number and Caption             Location in Prospectus

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

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

3.  Summary Information, Risk Factors
    and Ratio of Earnings to Fixed
    Charges.......................................The Guaranteed Term
                                                  Annuity in brief,
                                 Not Applicable

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

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

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

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

8.  Plan of Distribution..........................Distribution of contracts

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

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

11. Information with Respect to the
    Registrant....................................The Company; Directors
                                                  and executive officers;
                                                  Executive compensation;
                                                  Security ownership of
                                                  management; Legal
                                                  proceedings and opinion;
                                                  and Financial statements

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



<PAGE>


                              PART I.

                INFORMATION REQUIRED IN PROSPECTUS

Attached hereto and made a part hereof is the Prospectus.




<PAGE>

   
IDS Life Guaranteed Term Annuity
Prospectus, April 30, 1997

This prospectus describes interests in a 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.  For 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  your  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 in the following tax qualified
programs:  (1) plans  qualified  under Section  401(a),  401(k) or 403(a) of the
Internal Revenue Code of 1986, as amended (the Code); (2) annuity purchase plans
adopted by public school systems and certain tax-exempt  organizations  pursuant
to Section 403(b) of the Code; (3) individual  retirement annuities  established
by  persons,  eligible  under  Section  408 of the  Code  (IRA);  (4)  contracts
purchased  by the U.S.  government,  the  government  of any state or  political
subdivision thereof, or by any agency or instrumentality  (within the meaning of
Section  414(d) of the Code),  for use in satisfying its obligation to provide a
benefit under a  governmental  plan; and (5) deferred  compensation  plans under
Section 457 of the Code.
    

A minimum purchase payment of at least $5,000 must accompany the application for
a  contract.   No  additional  payment  is  permitted  under  a  contract.   The
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 contract.

IDS Life Account MGA
Group and Individual 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 renewal  date which  could  result in your
receipt of less than your original purchase payment.

For renewal guarantee periods, the renewal interest rate will be declared by IDS
Life  based on  various  factors.  It may be higher or lower  than the  previous
guaranteed interest rate.



<PAGE>

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



<PAGE>

Table of contents                                       Page

   
The Guaranteed Term Annuity in brief......................

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

Description of contracts..................................
General...................................................
Application and purchase payment..........................
Right to cancel...........................................
Guarantee periods.........................................
Surrenders................................................
Surrender charge..........................................
Market value adjustment...................................
Premium taxes.............................................
Death benefit prior to settlement.........................
Statement.................................................
Electing the settlement date and form of annuity..........
       

   
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 - Partial surrender illustration...............

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

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




<PAGE>

   
The Guaranteed Term Annuity in brief

Contracts:  IDS Life is offering group and individual  market value annuities 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,  market value annuity contracts have a guaranteed interest rate
that  is  credited  to the  purchase  payment  when it is held to the end of the
guarantee  period (the  renewal  date).  Surrenders  before the renewal date are
subject to a market value adjustment and a surrender charge (if applicable).

Guarantee  periods:  When a payment is made under an application,  the applicant
selects a guarantee  period from among  those then  offered by IDS Life.  During
this  guarantee  period,  the purchase  payment earns interest at the applicable
guaranteed  interest rate as established by IDS Life.  Interest is credited on a
daily  basis  and  the  interest  credited  earns  interest  at  the  applicable
guaranteed interest rate as established by IDS Life. (p. )

Renewal  guarantee  periods:  At the end of each  guarantee  period,  a  renewal
guarantee  period of one year will  begin,  unless the owner  elects a different
duration.  The owner must elect the length of a renewal  guarantee period during
the 30 days before the end of the previous guarantee period.  Failure to make an
election will result in an automatic renewal for a period of one year. As of the
first day of each renewal  guarantee period the renewal value will earn interest
at the  then  applicable  renewal  guaranteed  interest  rate  and the  interest
credited will earn interest at the then applicable renewal  guaranteed  interest
rate. (p. )

Surrenders:  Subject to certain  restrictions,  partial or total  surrenders are
permitted.  We may defer  payment of any surrender for a period up to six months
from the date we receive  notice of surrender  or the period  permitted by state
law, if less. A deferral of payment will not be for a period  greater than seven
days except under extraordinary circumstances. We will pay annual interest of at
least 3% of any amounts deferred for more than thirty days during such period if
we choose to exercise this deferral right. (p. )

Surrender  charge:  Surrenders  may be subject to a  surrender  charge  and/or a
market value  adjustment.  Before the eighth contract  anniversary,  a surrender
charge  beginning  at a maximum  of 8% will be  assessed  if you  surrender.  No
surrender  charge will be applied for any surrenders  after the eighth  contract
anniversary or if the surrender occurs on the last day of a guarantee period. We
will waive the surrender charge in certain instances. (p. )

Market  value  adjustment:  A market value  adjustment  will be applied when the
surrender  occurs before the renewal date.  No market value  adjustment  will be
applied to any  surrender  effective  as of the end of a guarantee  period.  The
market adjusted value will reflect the  relationship,  at the time of surrender,
between the rate we then
    



<PAGE>

   
are crediting on purchase  payments to new contracts  with the same durations as
the time remaining in the guarantee  period,  and the  guaranteed  interest rate
applicable to that contract. Generally, significant factors affecting the amount
of the market value  adjustment  are the level of interest  rates on investments
that are similar to those supporting  current contract purchase payments and the
time remaining to the end of the guarantee period.  The market adjusted value is
sensitive,  therefore,  to changes in current  interest rates.  The level of the
market value adjustment is dependent on the current interest rate at the time of
surrender.  The market  value  adjustment  may increase or decrease the value of
this  investment  before the renewal  date.  It is possible  that the amount you
receive  on  surrender  would be less than your  original  purchase  payment  if
interest  rates  increase.  Also,  if interest  rates  decrease,  the amount you
receive on surrender may be more than your original purchase payment and accrued
interest.  The market adjusted value also affects  settlements  under an annuity
payment plan. (p. )

Premium taxes: We reserve 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. )

Electing  the  settlement  date  and form of  annuity:  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 plans. (p. )

Key terms

In this prospectus, "we" "us" and "IDS Life" refer to IDS Life Insurance Company
and "you" and "yours" refer to an owner who has been issued a contract.

These terms can help you understand details about your annuity:
    

Accumulation  value - The value of the purchase payment plus interest  credited,
adjusted for any surrenders.

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.
    

Cash surrender value - The market  adjusted value less any applicable  surrender
charge.




<PAGE>

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

Contract  date  - The  effective  date  of the  contract  as  designated  in the
contract.

Current interest rate - The applicable  interest rate contained in a schedule of
rates established by us from time to time for various guarantee periods.

Initial  guarantee  period - The period during which the initial  guarantee rate
will be credited.

Initial  guarantee rate - The rate of interest  credited to the purchase payment
during the initial guarantee period.

Market adjusted value - The  accumulation  value adjusted by the market adjusted
value formula, on any date before the end of the guarantee period.

Market  value  adjustment  - The market  adjusted  value minus the  accumulation
value.

Owner - The person or entity to whom the annuity contract is issued.

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

Renewal date - The first day of a renewal guarantee period. It will always be on
a contract anniversary.

Renewal  guarantee period - A renewal  guarantee period will begin at the end of
each guarantee period.

Renewal  guarantee  rate - The rate of interest  credited  to the renewal  value
during the renewal guarantee period.

Renewal  value - The  accumulation  value  at the end of the  current  guarantee
period.

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

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

Written  request - A request in writing signed by you and delivered to us at our
home office.




<PAGE>

Description of contracts

General

   
This prospectus  describes  interests in market value  annuities  offered by IDS
Life for  non-tax  qualified  purchases.  In  addition,  IDS Life may  offer the
contracts in the following tax qualified  programs:  (1) Section 401(a),  401(k)
and 403(a) plans; (2) Section 403(b) plans;  (3) IRAs; (4) certain  governmental
plans; and (5) deferred compensation plans.
    

As described in this prospectus,  the contracts have a guaranteed  interest rate
that is credited to a purchase payment in the contract when the purchase payment
is held to its renewal date. Surrenders prior to the renewal date are subject to
a market value adjustment and a surrender charge (if applicable).

Application and purchase payment

   
To apply for a contract,  you must  complete an  application  and make a minimum
purchase  payment of $5,000.  For  individuals  age 90 and younger,  the maximum
purchase  payment is $1,000,000  without prior  approval.  This limit applies in
total to all IDS Life  annuities you own. If you purchase the contract to fund a
tax qualified plan, that plan's limit on contributions also will apply.

We will return an improperly completed application, along with the corresponding
purchase payment,  five business days after we receive it if the application has
not, by that time, been properly completed.

A payment is credited to a contract on the date we receive 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.
    

Right to cancel

   
State or  federal  law may give you the right to cancel  the  contract  within a
specific  period of time after  receipt of the  contract and receive a refund of
the entire purchase payment. For revocation to be effective, mailing or delivery
of notice of  cancellation  must be made in  writing  to our home  office at the
following address: IDS Life Insurance Company, Attn: Transactions, P.O. Box 534,
Minneapolis, MN 55440-0534.
    

Guarantee periods

The owner  selects  the  duration  of the  guarantee  period  from  among  those
durations we offer. As of the date of this prospectus, we are offering guarantee
periods  with annual  durations  from one to 10 years;  however,  the  guarantee
periods we offer in the future could be  different.  The duration  selected will
determine the guaranteed interest rate and the purchase payment (less surrenders
made and less applicable premium taxes, if any) will earn interest at this



<PAGE>

guaranteed interest rate during the entire guarantee period. All interest earned
will be credited daily;  this compounding  effect is reflected in the guaranteed
interest rate.

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

Example of guaranteed rate of accumulation

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

           Interest credited
           to the account             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.  (See  Surrenders).  The hypothetical  interest
rates are  illustrative  only and are not  intended to predict  future  interest
rates to be declared under the contract.  Actual interest rates declared for any
given time may be more or less than those shown.

Renewal  guarantee  periods:  At the  end of any  guarantee  period,  a  renewal
guarantee  period  will begin.  We will notify you in writing  about the renewal
guarantee periods  available before the renewal date. This written  notification
will not  specify the  interest  rate for the  renewal  value.  You may elect in
writing,  during the 30-day  period before the end of the  guarantee  period,  a
renewal  guarantee  period of a different  duration from among those we offer at
that time. If no election is made, we will automatically apply the renewal value
to a guarantee  period of one year.  In no event may renewal  guarantee  periods
extend beyond the settlement date then in effect for the contract.  For example,
if the annuitant is age 62 at the end of a guarantee  period and the  settlement
date for the annuitant is age 65, a three-year  guarantee  period is the maximum
guarantee period that may be selected under the contract. The renewal value will
then earn interest at a guaranteed interest rate



<PAGE>

that we have  declared  for such  duration.  We may  declare  new  schedules  of
guaranteed interest rates as frequently as daily.

At the beginning of any renewal guarantee period,  the renewal value will be the
accumulation  value at the end of the guarantee period just ending.  The renewal
value is  guaranteed by our general  assets.  This amount will earn interest for
the renewal guarantee period at the then applicable guaranteed interest rate for
the period  selected,  that may be higher or lower than the previous  guaranteed
interest rate.

At your written request,  we will notify you of the renewal  guarantee rates for
the  periods  then  available.  You also may call us to  inquire  about  renewal
guarantee rates.

Establishment of guaranteed  interest rates: The guaranteed  interest rate for a
chosen guarantee period will be known at the time a purchase payment is received
or an accumulation value is renewed.  We will send a confirmation that will show
the amount and the applicable  guaranteed  interest rate. The minimum guaranteed
interest rate for renewal values is 3% per year. The rate on renewal values will
be  equal  to or  greater  than the rate  credited  on new  comparable  purchase
payments at that time.

IDS Life has no specific  formula for  determining  the rate of interest that it
will declare as  guaranteed  interest  rates in the future.  We will declare the
guaranteed  interest  rates from time to time based on our  analysis  of current
market conditions. (See Investments by IDS Life). In addition, IDS Life also may
consider  various other factors in determining  guaranteed  interest rates for a
given period,  including  regulatory and tax requirements;  sales commission and
administrative  expenses  we bear;  general  economic  trends;  and  competitive
factors.  IDS Life  management  will  make  the  final  determination  as to the
guaranteed interest rates to be declared. We cannot predict nor can we guarantee
future guaranteed interest rates above the 3% rate.

Surrenders

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 you of the amount payable in
a total or partial  surrender.  Any total or partial surrender may be subject to
tax and tax penalties.  Surrenders from certain tax qualified contracts also may
be subject to 20% income tax withholding. (See Federal tax considerations.)
    




<PAGE>

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 tax-sheltered annuity (TSA).

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

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

Even  though a  distribution  may be  permitted  under these  rules  (e.g.,  for
hardship or after  separation from service),  it may nonetheless be subject to a
10% 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  value to another TSA
investment vehicle available through the employer.

   
Partial  surrenders:  Unless we agree  otherwise,  the  minimum  amount  you may
surrender  is $250.  You cannot make a partial  surrender if it would reduce the
accumulation value of your annuity to less than $2,000.
    

You may request the net check amount you wish to receive.  We 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.

A partial surrender  request not exceeding $50,000 may be made by telephone.  We
have 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, we will take special measures to ensure
that your call is  answered  as promptly  as  possible.  A  telephone  surrender
request will not be allowed within 30 days of a phoned-in address change.

Total  surrenders:  We will  compute the value of your  contract at the close of
business after we receive your request for a complete surrender.  We may ask you
to return the contract.




<PAGE>

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

   
NOTE:  You will be charged a fee if you request express mail delivery.
    

Surrender charge

A surrender charge may be assessed on any total or partial surrender taken prior
to the eighth contract  anniversary  unless the surrender occurs on the last day
of a guarantee  period.  The amount of the surrender charge will be based on the
length of the guarantee period.  The table below shows the maximum amount of the
surrender charge.

Surrender charge percentage:

Guarantee period     Contract years as measured from the beginning
                     of a guarantee period

                     1     2     3     4     5     6     7     8

     1 year          1%
     2 years         2     1%
     3 years         3     2     1%
     4 years         4     3     2     1%
     5 years         5     4     3     2     1%
     6 years         6     5     4     3     2     1%
     7 years         7     6     5     4     3     2     1%
     8 years         8     7     6     5     4     3     2     1%
     9 years         8     7     6     5     4     3     2     1
    10 years         8     7     6     5     4     3     2     1

For renewal guarantee periods,  the surrender charge will be based on the lesser
of:

o     the length of the new guarantee period, or
o     the number of years remaining until the eighth contract
      anniversary.




<PAGE>

For example,  if a contract owner chose an initial  guarantee  period of 5 years
and  later  a  renewal  guarantee  period  of  4  years,  the  surrender  charge
percentages would be:

Contract year     Surrender charge

     1                  5%
     2                  4
     3                  3
     4                  2
     5                  1*
     6                  3
     7                  2
     8                  1
     9+                 0

    *0% on last day of 5th contract year.

There will never be any surrender charges after the eighth contract anniversary.

Also, after the first contract anniversary,  surrender charges will not apply to
surrenders of amounts  totalling up to 10% of the  accumulation  value as of the
last contract anniversary.

Surrender charge  calculation:  If there is a surrender charge, it is calculated
as:

(A minus B) multiplied by P

where: A = market adjusted value surrendered
       B = 10% of accumulation value on last contract
           anniversary not already taken as a partial surrender
           this contract year.
       P = applicable surrender charge percentage

For an illustration of a partial surrender and applicable surrender charges, see
Appendix A.

Waiver of surrender charge:  There will be no surrender charge:

o       on the last day of a guarantee period;
o       after the eighth contract anniversary;
o       after the first contract anniversary for surrenders of amounts
        totalling up to 10% of the contract accumulation value as of
        the last contract anniversary;
o       upon the death of the annuitant or owner; or
o       upon the application of the market adjusted value to provide
        annuity  payments  under an annuity  payment  plan (if such  application
        occurs on a renewal  date,  there will be no surrender  charge or market
        value adjustment,  and the full accumulation value will be applied under
        an annuity payment plan).




<PAGE>

In some  cases,  such as  when an  employer  makes  this  annuity  available  to
employees,  we 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 we may be able to  reduce or
eliminate surrender charges. However, we expect this to occur infrequently.

Market value adjustment

The accumulation  value,  including the interest credited,  is guaranteed if the
contract is held until the end of the guarantee period.  However, a market value
adjustment  will  be  applied  if a  surrender  occurs  prior  to the end of the
guarantee  period.  The market adjusted value also affects  settlements under an
annuity payment plan.

The market  adjusted value is your  accumulation  value  (purchase  payment plus
interest credited minus surrenders and surrender charges) adjusted by a formula.
The market  adjusted  value  reflects the  relationship  between the  guaranteed
interest  rate on your  contract and the interest  rate we are  crediting on new
contracts with guarantee periods that are the same as the time remaining in your
guarantee period.

The market adjusted value is sensitive to changes in current interest rates. The
difference  between your accumulation value and market adjusted value on any day
will depend on our current  schedule of guaranteed  interest  rates on that day,
the time remaining in your guarantee period and your guaranteed interest rate.

   
Upon  surrender your market  adjusted value may be greater than your  guaranteed
term annuity's  accumulation value, equal to it or less than it depending on how
the guaranteed  interest rate on your annuity compares to the interest rate of a
new annuity for the same number of years as the  guarantee  period  remaining on
your annuity.
- ------------------------------------------------------------------

Relationship between your annuity's
guaranteed rate and new annuity for
the same number of years as the
guaranteed period remaining on your             Your market adjusted
annuity.                                        value will be:

If your annuity rate > new annuity rate  + .25% greater than your
                                                Accumulation Value
If your annuity rate = new annuity rate  + .25% equal to your
                                                Accumulation Value
If your annuity rate < new annuity rate  + .25% less than your
                                                Accumulation Value
- ------------------------------------------------------------------

For example,  assume you bought a contract  with a guarantee  period of 10 years
and a guaranteed  interest rate of 4.5% annually.  Assume that after 3 years you
decide to  surrender  your  contract  (you have 7 years  left in your  guarantee
period).  If the current  interest  rate we are offering on new  contracts  with
7-year
    



<PAGE>

   
guarantee  periods is 5%,  your  market  adjusted  value will be lower than your
accumulation  value. On the other hand, if the current interest rate we are then
offering  on new  contracts  with  7-year  guarantee  periods is 4%, your market
adjusted  value will be higher  than your  accumulation  value.  A 5%  surrender
charge would then be deducted from the market adjusted value.
    

Market adjusted value formula:

Market                     adjusted value = (Renewal value) (1 + ic + .0025)(N +
                           t)

Renewal value -- The accumulation value at the end of the current
                 guarantee period

ic            -- The current interest rate offered for new contract
                 sales and renewals for the number of years
                 remaining in the guarantee period

N             -- The number of complete contract years to the end
                 of the current guarantee period

t             -- The fraction of the contract year remaining to the
                 end of the contract year (for example, if 180 days
                 remain in a 365 day year, t would be .493)

   
The current guaranteed interest rate (ic) is declared by us periodically.  It is
the rate we are then paying on purchase  payments and  renewals  paid under this
class of  contracts  for  guarantee  period  durations  equaling  the  remaining
guarantee period duration of the contract to which the formula is being applied.
If the remaining  guarantee  period is a number of complete years,  the specific
complete year guarantee rate will be used. If the remaining  guarantee period is
less than 1 year,  the one year  guarantee  rate will be used.  If the remaining
guarantee  period is a number of complete years plus fractional  years, the rate
will be determined by straight line interpolation  between the two years' rates.
For example,  if the remaining  guarantee  period duration is 8.5 years, and the
current  guaranteed  interest  rate for 8 years is 4% and for 9 years is 5%, IDS
Life will use a guaranteed interest rate of 4.5%.
    

Market value adjustment formula:

Market value adjustment = Market adjusted value less
                          accumulation value

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

Premium taxes

We  reserve  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



<PAGE>

time of the  purchase  payment  and we choose to not deduct it at that time,  we
further  reserve the right to deduct it at a later date.  Current  premium taxes
range in an amount up to 3.5% depending on jurisdiction.

Death benefit prior to settlement

If the  annuitant or owner dies before the  settlement  date,  the death benefit
payable to the beneficiary will equal the accumulation value.

If your spouse is sole  beneficiary  or co-owner:  If you, as owner or co-owner,
die  before  the  settlement  date and your  spouse is the only  beneficiary  or
co-owner,  your  spouse may keep the annuity as owner.  To do this,  your spouse
must,  within  60 days  after  we  receive  proof  of  death,  give  us  written
instructions to keep the contract in force.

   
Section 401(k) plans, Section 403(b) plans (TSAs),  Section 457 plans, custodial
and trusteed  plans,  and IRAs:  If the  contract is  purchased  under a Section
401(k) plan, Section 403(b) plan,  Section 457 plan,  custodial or trusteed plan
or for an IRA  and  we  receive  proof  of  the  annuitant's  death  before  the
settlement date, we 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  annuity 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 we receive  proof of
death, give us written instructions to keep the contract in force.

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

o  the beneficiary asks us in writing within 60 days after we
   receive proof of death;

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

o  the payment period does not extend beyond the beneficiary's life
   or life expectancy.

We will determine the accumulation value at the next close of business after our
death claim requirements are fulfilled.  We will mail payment to the beneficiary
within seven days after our death claim requirements are fulfilled.




<PAGE>

Statement

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

Electing the settlement date and form of annuity

Upon  processing  your  application we will establish the settlement date to the
maximum age or date as  specified  below.  You can also select a date within the
maximum limits. This date can be aligned with your actual retirement from a job,
or it can be a different  future date,  depending on your needs and goals and on
certain restrictions. You can also change the date, provided you send us 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 age 59-1/2;

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.

Death after  settlement  date: If you or the annuitant dies after the settlement
date, the amount payable to the  beneficiary,  if any, will continue as provided
in the annuity payment plan then in effect.

Annuity plans:  There are different ways to receive  annuity  payments.  We call
these plans.  You may select one of these plans, or another payment  arrangement
to which we agree,  by  giving us  written  notice at least 30 days  before  the
settlement date.




<PAGE>

The market adjusted value (less applicable premium taxes, if any) may be applied
on the settlement  date under any of the annuity plans described  below,  but in
the absence of an  election,  the market  adjusted  value will be applied on the
settlement date under Plan B to provide a life annuity with 120 monthly payments
certain.

   
If the  amount to be applied  to an  annuity  plan is not at least  $2,000 or if
payments  are to be made to other  than a natural  person,  we have the right to
make a lump sum payment of the cash  surrender  value.  If a lump sum payment is
made from a tax qualified  contract  (except an IRA), 20% income tax withholding
may apply.
    

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 us that payments will be made for a 
        period of at least 5, 10 or 15 years.  You must select the period.

o       Plan C - This provides  monthly annuity payments for the lifetime of the
        annuitant  with a  guarantee  by us that  payments  will  be made  for a
        certain number of months.  We determine the number of months by dividing
        the market  adjusted  value applied under this plan by the amount of the
        monthly annuity payment.

o       Plan D - We  call  this 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, we will
        continue to make monthly  payments for the lifetime of the survivor.  No
        payments  will be paid 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 nor more
        than 30.

The  contract  provides  for annuity  payment  plans 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:

- --    the market adjusted value (less any applicable premium tax
      not previously deducted) on the date;

- --    the annuity table we are then using for annuity settlements
      (never less than the table guaranteed in the contract);

- --    the annuitant's age; and

- --    the annuity payment plan selected.




<PAGE>

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 our  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 your annuity was purchased under a
Section  401(k) plan,  custodial  or trusteed  plan,  Section 457 plan,  Section
403(b) plan (TSA),  or as an IRA, you must select a payment  plan that  provides
for payments:
    

o  during the life of the annuitant;

o  during the joint lives of the annuitant and beneficiary;

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

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

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

Amendment, distribution and assignment of contracts
    

Amendment of contracts

We  reserve  the  right to amend  the  contracts  to meet  the  requirements  of
applicable  federal or state laws or regulations.  We will notify you 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, we may pay a
commission on an election of a subsequent guarantee period by an owner.

Assignment of contracts

   
You may  change  ownership  of your  annuity  at any time by  filing a change of
ownership  with us at our home office.  No change of  ownership  will be binding
upon us until we  receive  and  record  it.  We take no  responsibility  for the
validity of the change.  If you have 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
    



<PAGE>

purpose to any person other than IDS Life; provided,  however, that if the owner
is a trust 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  annuity  contract  assigned  or
pledged is taxed like a cash withdrawal to the extent allocable to investment in
annuity contracts after Aug. 13, 1982.

Transfer  of a non-tax  qualified  annuity  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 annuity
will be the value of the annuity at the time of the transfer.  Consult with your
tax advisor before taking any action.
    

Federal tax considerations

Under current law,  there is no liability for federal income tax on any increase
in the annuity'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,  you should consult a tax advisor if
you have any questions about the taxation of your annuity contract.

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

If you surrender part or all of your contract  before the date on which you have
decided to begin to receive annuity payments,  you will be taxed on the payments
which you receive,  to the extent that the value of your  contract  exceeds your
investment in the contract, and you may have to pay an IRS penalty tax for early
withdrawal.

   
If you  begin  receiving  annuity  payments  under a non-tax  qualified  annuity
contract, a portion of each payment will be subject to tax and a portion of each
payment will be  considered  to be part of your  investment  in the contract and
will not be taxed. All amounts received after your investment in the contract is
recovered  will be subject to tax. If you begin  receiving  payments  from a tax
qualified annuity, for example an IRA, Section 403(b) plan, or Section 457 plan,
all of the payments  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 an annuity 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.




<PAGE>

Tax law requires that all non-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.
    

You may  have to pay a 10% IRS  penalty  tax on any  amount  includible  in your
ordinary income. This penalty will not apply to any amount received:

o  after you reach age 59-1/2;

o  because of your death;

o  because you become disabled (as defined in the Code);

o  if the  distribution  is part of a series  of  substantially  equal  periodic
   payments  over  your  life  or  life  expectancy  (or  joint  lives  or  life
   expectancies of you and your designated 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 annuity is tax  qualified.  For tax
qualified  contracts,  other  penalties apply if you surrender an annuity bought
under your plan before the plan  specifies  that  payments can be made under the
plan.

In general,  if you receive 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 your tax due for the
year. You take credit for such amounts on the annual tax return that you file.

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



<PAGE>

   
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 you receive all or part of the contract  value from a tax  qualified  annuity
(except  an 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 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, you elect 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 your life or life expectancy (or joint lives or life
   expectancies of you and your designated 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 your distribution  unless you elect otherwise.
State withholding also may be imposed on taxable distributions.

   
You will  receive  a tax  statement  for any year  that you  receive  a  taxable
distribution from your annuity contract 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.




<PAGE>

Our discussion of federal tax laws is based upon our understanding of these laws
as  they  are  currently  interpreted.   Either  federal  tax  laws  or  current
interpretations  of them may change.  You are urged to consult  your tax advisor
concerning your specific circumstances.

The Company

Business

IDS Life is a stock  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.

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;
    




<PAGE>

   
        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 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.
    




<PAGE>

   
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.

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



<PAGE>

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  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.



<PAGE>

   
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 credit with the other bank expires on June 30,
1997 and the  Company  expects  to seek  renewal.  The lines of credit  are used
strictly  as  short-term  sources  of funds.  Borrowings  outstanding  under the
agreements  were $nil at Dec. 31, 1996.  At Dec. 31, 1996,  outstanding  reverse
repurchase agreements totaled $17 million.

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

At Dec. 31,  1996,  approximately  9.6% of the  Company's  investments  in fixed
maturities were below investment grade bonds.  These  investments may be subject
to a higher degree of risk than the high-rated  issues because of the borrower's
generally greater sensitivity to adverse economic conditions,  such as recession
or increasing  interest rates, and in certain  instances,  the lack of an active
secondary  market.  Expected  returns on below  investment  grade bonds  reflect
consideration of such factors. The Company has identified those fixed maturities
for which a decline in fair value is determined to be other than temporary,  and
has written them down to fair value with a charge to earnings.

At Dec.  31, 1996,  net  unrealized  appreciation  on fixed  maturities  held to
maturity included $380 million of gross unrealized  appreciation and $94 million
of  gross  unrealized   depreciation.   Net  unrealized  appreciation  on  fixed
maturities  available  for  sale  included  $231  million  of  gross  unrealized
appreciation and $93 million of gross unrealized depreciation.
    




<PAGE>

   
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 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



<PAGE>

   
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.
    

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.




<PAGE>

State regulation

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

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

Directors and executive officers*

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

Directors

David R. Hubers
Born in 1943

Director since September  1989;  president and chief  executive  officer,  AEFC,
since August 1993,  and director  since  January  1984.  Senior vice  president,
Finance and chief financial officer, AEFC, from January 1984 to August 1993.

Richard W. Kling
Born in 1940

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




<PAGE>

Paul F. Kolkman
Born in 1946

   
Director  since May 1984;  executive  vice  president  since  March  1994;  vice
president,  Finance from May 1984 to March 1994;  vice  president,  AEFC,  since
January 1987. Vice president and chief actuary of IDS Life Series Fund, Inc.
    
       
James A. Mitchell
Born in 1941

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

Barry J. Murphy
Born in 1951

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

Stuart A. Sedlacek
Born in 1957

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

Melinda S. Urion
Born in 1953

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

Officers other than directors
       

Morris Goodwin Jr.
Born in 1951

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




<PAGE>

William A. Stoltzmann
Born in 1948

   
Vice  president,  general  counsel and secretary  since 1989; vice president and
assistant general counsel, AEFC, since November 1985.
    

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

Executive compensation

   
Executive officers of IDS Life also may serve one or more affiliated  companies.
The  following  table  reflects cash  compensation  paid to the five most highly
compensated  executive  officers as a group for services rendered in 1996 to IDS
Life and its affiliates.  The table also shows the total cash  compensation paid
to all executive  officers of IDS Life, as a group, who were executive  officers
at any time during 1996.
    

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

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

Richard W. Kling         President

Barry J. Murphy          Exec. Vice President,
                          Client Service

Stuart A. Sedlacek       Exec. Vice President,
                          Assured Assets

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
    



<PAGE>

   
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>

Appendix A

Partial surrender illustration

Involving a surrender charge and a market value adjustment

   
Annuity assumptions:
Single payment       $10,000
Guarantee period     10 years
Guarantee rate (ig)   6% effective
                     annual yield

                           End of contract year
Contract       Surrender   accumulation values
  year         charge %     if no surrenders
- --------------------------------------------
    1             8%           $10,600.00
    2             7             11,236.00
    3             6             11,910.16
    4             5             12,624.77
    5             4             13,382.26
    6             3             14,185.19
    7             2             15,036.30
    8             1             15,938.48
    9             0             16,894.79
   10             0             17,908.48
    

Partial surrender assumptions:

On the first day of your 4th contract year you request a partial surrender of:

Example  I -  $2,000  of your  accumulation  value  Example  II - A  $2,000  net
surrender check

   
You may  surrender  10% of  $11,910.16  (end of 3rd contract  year  accumulation
value) without surrender charge but subject to a market value adjustment -- this
is $1,191.02
    

The  excess  market  adjusted  value  surrendered  is  subject to both a 5% (4th
contract year) surrender charge and a market value adjustment.

   
The current rate (ic) for applicable new sales and renewals = 5.5%
    

The number of full years left in your guarantee period (N) = 7

The number of fractional years left in your guarantee period (t) =
0




<PAGE>

Example I - $2,000 of accumulation value surrendered

What will be your market value adjustment amount?

The market adjusted value of your $2,000 partial surrender will be:

     Renewal value of accumulation value surrendered
                (1 + ic + .0025)(N+t)

     =  $2,000 (1 + ig)7
        (1 + ic + .0025)7

   
     =  $2,000 (1.06)7
           (1.0575)7

     =  $2,033.33
    

The market value  adjustment = the market  adjusted value  surrendered  less the
accumulation value surrendered

   
     $2,033.33  -  $2,000  =  $33.33
    

(NOTE:  This market value adjustment is positive.  In other cases the market 
value adjustment may be negative.)

What will be your surrender charge amount?

The surrender  charge will be 5% multiplied by the excess of the market adjusted
value over the  accumulation  value that may be  surrendered  without  surrender
charge:

   
($2,033.33 - $1,191.02) x .05 = $42.12
    

What net amount will you receive?

Your contract's  accumulation value will decrease by $2,000 and we will send you
a check for:

   
Accumulation value surrendered    $2,000.00
Market value adjustment               33.33
Less surrender charge                (42.12)
Net surrender amount              $1,991.21
    

Example II - $2,000 net surrender check requested

What will be the accumulation value surrendered?

   
Tell us if you  want a  specific  net  surrender  check  amount.  We  will  work
backwards  using an involved  formula to determine how much  accumulation  value
must be surrendered to result in a net check to you for a specific amount. For a
$2,000 net check to you, the formula results in $2,009.09 of accumulation  value
to be surrendered.
    




<PAGE>

What will be your market value adjustment amount?

The market adjusted value is:

     Renewal value of accumulation value surrendered
                (1 + ic + .0025)(N+t)

   
     =  $2,009.09 (1 + ig)7
         (1 + ic + .0025)7

     =  $2,009.09 (1.06)7
            (1.0575)7

     =  $2,042.58
    

The market value  adjustment = the market  adjusted value  surrendered  less the
accumulation value surrendered

   
     $2,042.58 - $2,009.09 = $33.49
    

(NOTE:  This market value adjustment is positive.  In other cases
the market value adjustment may be negative.)

What will be your surrender charge amount?

The surrender  charge will be 5% multiplied by the excess of the market adjusted
value over the  accumulation  value that may be  surrendered  without  surrender
charge:

   
     ($2,042.58 - $1,191.02) x .05  =  $42.58
    

What net amount will you receive?

   
Your contract's  accumulation  value will decrease by $2,009.09 and we will send
you a check for:

Accumulation value surrendered      $2,009.09
Market value adjustment                 33.49
Less surrender charge                  (42.58)
Net surrender amount                $2,000.00
    




<PAGE>

Appendix B

Market value adjustment illustration

   
Annuity assumptions:
Single payment       $50,000
Guarantee period     10 years
Guarantee rate       6% effective annual yield
    

Market  adjustment  assumptions:  These  examples  show  how  the  market  value
adjustment  may affect your contract  values.  The  surrenders in these examples
occur one year after the contract date. There are no previous surrenders.

   
The  accumulation  value at the end of one year is $53,000.  If there aren't any
surrenders, the renewal value at the end of the 10 year guarantee period will be
$89,542.38.
    

The market value  adjustment  is based on the rate we are crediting (at the time
of your surrender) on new contracts with the same length guarantee period as the
time remaining in your guarantee  period.  After one year, you have 9 years left
of your 10 year 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  =     (Renewal value)
     value                (1 + ic + .0025)(N+t)

Renewal value    -- The accumulation value at the end of the
                    current guarantee period

ic               -- The current interest rate offered for new
                    contract sales and renewals for the number of
                    years remaining in the guarantee period

N                -- The number of complete contract years to the
                    end of the current guarantee period

t                -- The fraction of the contract year remaining to
                    the end of the contract year




<PAGE>

Example I - Downward market value adjustment

   
A surrender  results in a downward  market value  adjustment when interest rates
have  increased.  Assume  after 1  year,  we are now  crediting  6.5%  for a new
contract with a 9 year  guarantee  period.  If you fully  surrender,  the market
adjusted value would be:
    

         Renewal value
       (1 + ic + .0025)(N+t)

   
     =     $89,542.38
       (1 + .065 + .0025)9

     = $49,741.36

The market value adjustment is a $3,258.64 reduction of the accumulation value:

     ($3,258.64)  =  $49,741.36  -  $53,000
    

If you  surrendered  half of your contract  instead of all, the market  adjusted
value of the surrendered portion would be one-half that of the full surrender:

   
                      $44,771.19
$24,870.68  =     (1 + .065 + .0025)9
    

Example II - Upward market value adjustment

   
A surrender  results in an upward market value  adjustment  when interest  rates
have  decreased  more than .25%.  Assume after 1 year, we are now crediting 5.5%
for a new contract with a 9 year guarantee period.  If you fully surrender,  the
market adjusted value would be:
    

         Renewal value
       (1 + ic + .0025)(N+t)

   
=         $89,542.38
       (1 + .055 + .0025)9

=    $54,138.38

The market value adjustment is a $1,138.38 increase of the accumulation value:

$1,138.38  =  $54,138.38  -  $53,000
    

If you  surrendered  half of your contract  instead of all, the market  adjusted
value of the surrendered portion would be one-half that of the full surrender:

   
                   $44,771.19
               --------------
$27,069.19  =  (1 + .055 + .0025)9
    

<PAGE>
IDS Life Financial Information


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


                           IDS LIFE INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEETS


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

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

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

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

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

<PAGE>

                           IDS LIFE INSURANCE COMPANY
                     CONSOLIDATED BALANCE SHEETS (continued)


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


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

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

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

Stockholder's equity:
Capital stock, $30 par value per share;
100,000 shares authorized, issued and outstanding ..         3,000         3,000
Additional paid-in capital .........................       283,615       278,814
Net unrealized gain on investments .................        86,102       230,129
Retained earnings ..................................     2,071,363     1,819,765

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

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

Commitments and contingencies (Note 6)

See accompanying notes to consolidated financial statements.

<PAGE>

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

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

Total premiums                                        182,921            161,530             144,640

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

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

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

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

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

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

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

Income taxes                                         207,138            195,842             176,343

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

See accompanying notes to consolidated financial statements.

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

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

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

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

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

See accompanying notes to consolidated financial statements.

<PAGE>


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

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

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

<PAGE>


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


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

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

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

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

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

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

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

See accompanying notes to consolidated financial statements.

<PAGE>


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

1. Summary of significant accounting policies

   Nature of business

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

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

   Basis of presentation

   The accompanying  consolidated  financial  statements include the accounts of
   the Company and its wholly  owned  subsidiaries.  All  material  intercompany
   accounts and transactions have been eliminated in consolidation.

   The  accompanying  consolidated  financial  statements  have been prepared in
   conformity  with  generally  accepted  accounting  principles  which  vary in
   certain  respects from reporting  practices  prescribed or permitted by state
   insurance regulatory authorities.

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

   Investments

   Fixed  maturities  that the  Company  has both the  positive  intent  and the
   ability to hold to maturity are classified as held to maturity and carried at
   amortized  cost.  All  other  fixed  maturities  and  all  marketable  equity
   securities  are  classified  as available for sale and carried at fair value.
   Unrealized  gains and losses on  securities  classified as available for sale
   are carried as a separate component of stockholder's  equity, net of deferred
   taxes.

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

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

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

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

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

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

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

   When  evidence  indicates a decline,  which is other than  temporary,  in the
   underlying value or earning power of individual investments, such investments
   are written down to the fair value by a charge to income.

   Statements of cash flows

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

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

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

   Recognition of profits on annuity contracts and insurance policies

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

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

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

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

   Deferred policy acquisition costs

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

   Liabilities for future policy benefits

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

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

   Liabilities  for future  benefits on traditional  life insurance are based on
   the net level  premium  method and  anticipated  rates of  mortality,  policy
   persistency  and interest  earnings.  Anticipated  mortality  rates generally
   approximate the 1955-1960 Select and Ultimate Basic Table for policies issued
   prior to 1980,  the  1965-1970  Select and Ultimate  Basic Table for policies
   issued from  1981-1984 and the 1975-1980  Select and Ultimate Basic Table for
   policies  issued after 1984.  Anticipated  policy  persistency  rates vary by
   policy form,  issue age and policy  duration with  persistency  on cash value
   plans generally  anticipated to be better than  persistency on term insurance
   plans.  Anticipated  interest  rates are 4% for policies  issued before 1974,
   5.25% for policies issued from 1974-1980,  and range from 10% to 6% depending
   on policy form,  issue year and policy  duration  for  policies  issued after
   1980.

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

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

   Reinsurance

   The maximum  amount of life insurance risk retained by the Company on any one
   life is $750 of life and waiver of premium  benefits  plus $50 of  accidental
   death benefits.  The maximum amount of disability income risk retained by the
   Company on any one life is $6 of monthly  benefit for benefit  periods longer
   than three  years.  The  excesses  are  reinsured  with other life  insurance
   companies on a yearly  renewable  term basis.  Graded  premium whole life and
   long-term care policies are primarily reinsured on a coinsurance basis.

   Federal income taxes

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

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

   Separate account business

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

   The Company makes  contractual  mortality  assurances to the variable annuity
   contract  owners  that the net assets of the  separate  accounts  will not be
   affected by future variations in the actual life expectancy experience of the
   annuitants and the beneficiaries from the mortality  assumptions  implicit in
   the annuity  contracts.  The Company  makes  periodic  fund  transfers to, or
   withdrawals  from, the separate  accounts for such actuarial  adjustments for
   variable  annuities that are in the benefit payment period. For variable life
   insurance,  the Company  guarantees that the rates at which insurance charges
   and  administrative  fees are deducted  from  contract  funds will not exceed
   contractual maximums. The Company also guarantees that the death benefit will
   continue payable at the initial level regardless of investment performance so
   long as minimum premium payments are made.

   Accounting changes

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

   Reclassification

   Certain 1995 and 1994 amounts have been  reclassified  to conform to the 1996
   presentation.

2. Investments

   Fair values of investments in fixed maturities represent quoted market prices
   and estimated  values when quoted prices are not available.  Estimated values
   are  determined  by  established  procedures  involving,  among other things,
   review of market  indices,  price levels of current  offerings of  comparable
   issues,  price  estimates  and  market  data  from  independent  brokers  and
   financial files.

   Net realized gain (loss) on investments for the years ended Dec. 31 is
   summarized as follows:

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

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

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

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

   The  amortized  cost,  gross  unrealized  gains and losses and fair values of
   investments in fixed maturities and equity securities at Dec. 31, 1996 are as
   follows:

<TABLE>
<CAPTION>
                                                    Gross       Gross
                                        Amortized  Unrealized  Unrealized   Fair
   Held to maturity                         Cost      Gains     Losses      Value
   ----------------                         ----      -----     ------      -----
<S>                                      <C>         <C>      <C>          <C>
   U.S. Government agency obligations    $ 44,002    $   933  $  1,276     $ 43,659
   State and municipal obligations          9,685        412        --       10,097
   Corporate bonds and obligations      8,057,997    356,687    47,639    8,367,045
   Mortgage-backed securities           2,124,695     21,577    45,423    2,100,849
                                     ------------  ---------   ------- ------------
                                      $10,236,379   $379,609   $94,338  $10,521,650
                                      ===========   ========   =======  ===========

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

   The  amortized  cost,  gross  unrealized  gains and losses and fair values of
   investments in fixed maturities and equity securities at Dec. 31, 1995 are as
   follows:
<TABLE>
<CAPTION>

                                                       Gross         Gross
                                          Amortized   Unrealized   Unrealized     Fair
   Held to maturity                           Cost      Gains       Losses        Value

<S>                                     <C>           <C>          <C>       <C>
   U.S. Government agency obligations   $    64,523   $  3,919     $    --   $    68,442
   State and municipal obligations           11,936        362          32        12,266
   Corporate bonds and obligations        8,921,431    620,327      36,786     9,504,972
   Mortgage-backed securities             2,259,701     42,684       9,688     2,292,697
                                        -----------  ---------     -------   -----------
                                        $11,257,591   $667,292     $46,506   $11,878,377
                                        ===========   ========     =======   ===========

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

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

<PAGE>
   The amortized cost and fair value of investments in fixed  maturities at Dec.
   31, 1996 by contractual  maturity are shown below.  Expected  maturities will
   differ from contractual  maturities  because  borrowers may have the right to
   call or prepay obligations with or without call or prepayment penalties.

                                           Amortized             Fair
   Held to maturity                           Cost               Value

   Due in one year or less               $    197,711       $    200,134
   Due from one to five years               2,183,374          2,294,335
   Due from five to ten years               4,606,775          4,779,690
   Due in more than ten years               1,123,824          1,146,642
   Mortgage-backed securities               2,124,695          2,100,849
                                         ------------       ------------
                                          $10,236,379        $10,521,650

                                            Amortized             Fair
   Available for sale                         Cost                Value

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

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

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

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

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

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

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

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

   At Dec. 31, 1996, investments in fixed maturities comprised 84 percent of the
   Company's total invested  assets.  These  securities are rated by Moody's and
   Standard & Poor's (S&P),  except for securities carried at approximately $1.9
   billion which are rated by American Express  Financial  Corporation  internal
   analysts using criteria  similar to Moody's and S&P. A summary of investments
   in fixed maturities, at amortized cost, by rating on Dec. 31 is as follows:

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

   At Dec. 31, 1996, 95 percent of the securities rated Aaa/AAA are GNMA, FNMA
   and FHLMC mortgage-backed securities.  No holdings of any other issuer are
   greater than 1 percent of the Company's  total investments in fixed
   maturities.
<PAGE>

   At Dec. 31, 1996, approximately 13.7 percent of the Company's invested assets
   were mortgage loans on real estate.  Summaries of mortgage loans by region of
   the United States and by type of real estate are as follows:

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

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

Mortgage loan fundings are restricted by state insurance regulatory  authorities
to 80  percent  or less of the  market  value of the real  estate at the time of
origination  of the loan. The Company holds the mortgage  document,  which gives
the right to take  possession  of the property if the borrower  fails to perform
according to the terms of the agreement. The fair value of the mortgage loans is
determined by a discounted  cash flow analysis  using  mortgage  interest  rates
currently offered for mortgages of similar  maturities.  Commitments to purchase
mortgages  are made in the ordinary  course of  business.  The fair value of the
mortgage commitments is $nil.

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

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

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

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

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

<PAGE>

3. Income taxes

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

   Income tax expense consists of the following:

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

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

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

<PAGE>

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

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

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

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

4. Stockholder's equity

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

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

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

   Retained  earnings  available for distribution as dividends to the parent are
   limited to the Company's  surplus as determined in accordance with accounting
   practices  prescribed by state insurance  regulatory  authorities.  Statutory
   unassigned surplus  aggregated  $1,261,592 as of Dec. 31, 1996 and $1,103,993
   as of Dec.  31,  1995 (see Note 3 with  respect  to the  income tax effect of
   certain  distributions).  In addition,  any dividend distributions in 1997 in
   excess of approximately  $351,306 would require approval of the Department of
   Commerce of the State of Minnesota.

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

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

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

5. Related party transactions

   The Company has loaned funds to American Express Financial  Corporation under
   a collateral loan agreement.  The balance of the loan was $11,800 and $25,800
   at Dec.  31, 1996 and 1995,  respectively.  This loan can be  increased  to a
   maximum of $75,000 and pays interest at a rate equal to the preceding month's
   effective  new money  rate for the  Company's  permanent  investments.  It is
   collateralized  by equity  securities  valued at $116,543 at Dec.  31,  1996.
   Interest  income on related party loans  totaled  $780,  $1,371 and $2,894 in
   1996, 1995 and 1994, respectively.

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

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

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

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

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

   The  Company  also  participates  in defined  contribution  pension  plans of
   American  Express  Company  which  cover all  employees  who have met certain
   employment requirements.  Company contributions to the plans are a percent of
   either each employee's eligible compensation or basic contributions. Costs of
   these plans charged to operations in 1996,  1995 and 1994 were $990, $815 and
   $957, respectively.

   The Company  participates  in defined  benefit  health care plans of American
   Express  Financial  Corporation  that provide  health care and life insurance
   benefits to retired  employees  and  retired  financial  advisors.  The plans
   include   participant   contributions   and   service   related   eligibility
   requirements.  Upon  retirement,  such  employees are considered to have been
   employees  of  American  Express  Financial  Corporation.   American  Express
   Financial  Corporation  expenses these benefits and allocates the expenses to
   its  subsidiaries.  Accordingly,  costs of such  benefits  to the Company are
   included in employee  compensation and benefits and cannot be identified on a
   separate company basis.

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

6. Commitments and contingencies

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

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

   During 1996, the Company  settled the federal tax audit for 1987 through 1989
   tax years.  There was no material impact as a result of that audit. Also, the
   IRS is  currently  auditing  the  Company's  1990  through  1992  tax  years.
   Management  does not believe  there will be a material  impact as a result of
   this audit.

7. Lines of credit 

   The  Company  has  available  lines of credit with two banks and its parent
   aggregating $175,000, of which $100,000 is with its parent. The lines of
   credit are at 40 to 80 basis  points over the lenders' cost of funds or equal
   to the prime rate,  depending on which line of credit agreement is used.  The
   $25,000 line of credit with one bank expired on Dec. 31, 1996 and the Company
   did not seek renewal. The $50,000 line  of credit with the other bank expires
   on  June 30, 1997  and  the  Company expects  to seek  renewal.  Borrowings
   outstanding under these agreements were $nil at Dec. 31, 1996 and 1995.

8. Derivative financial instruments

   The  Company  enters  into  transactions   involving   derivative   financial
   instruments to manage its exposure to interest rate risk,  including  hedging
   specific  transactions.  The Company does not hold derivative instruments for
   trading purposes. The Company manages risks associated with these instruments
   as described below.

   Market risk is the  possibility  that the value of the  derivative  financial
   instruments  will  change  due to  fluctuations  in a factor  from  which the
   instrument derives its value,  primarily an interest rate. The Company is not
   impacted by market risk related to derivatives held for non-trading  purposes
   beyond  that  inherent  in cash  market  transactions.  Derivatives  held for
   purposes  other than trading are largely used to manage risk and,  therefore,
   the cash flow and  income  effects  of the  derivatives  are  inverse  to the
   effects of the underlying transactions.

   Credit risk is the  possibility  that the  counterparty  will not fulfill the
   terms of the  contract.  The  Company  monitors  credit  exposure  related to
   derivative  financial  instruments through established  approval  procedures,
   including  setting  concentration  limits by counterparty  and industry,  and
   requiring  collateral,  where  appropriate.  A vast majority of the Company's
   counterparties are rated A or better by Moody's and Standard & Poor's.

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

   The  notional or contract  amount of a  derivative  financial  instrument  is
   generally used to calculate the cash flows that are received or paid over the
   life of the  agreement.  Notional  amounts  are not  recorded  on the balance
   sheet. Notional amounts far exceed the related credit exposure.

<PAGE>

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

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

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

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

9. Fair values of financial instruments

   The Company  discloses fair value  information  for most on- and  off-balance
   sheet  financial  instruments  for which it is  practicable  to estimate that
   value.  Fair  values  of life  insurance  obligations  and all  non-financial
   instruments,  such as deferred  acquisition  costs are excluded.  Off-balance
   sheet  intangible  assets,  such as the  value of the field  force,  are also
   excluded.  Management  believes the value of excluded  assets is significant.
   The fair value of the Company,  therefore, cannot be estimated by aggregating
   the amounts presented.

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

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

<PAGE>

   At Dec.  31,  1996 and 1995,  the  carrying  amount  and fair value of future
   policy benefits for fixed annuities exclude life insurance-related  contracts
   carried at  $1,112,155  and  $1,070,598,  respectively,  and policy  loans of
   $83,867 and $74,973,  respectively. The fair value of these benefits is based
   on the status of the  annuities at Dec. 31, 1996 and 1995.  The fair value of
   deferred  annuities is estimated as the carrying  amount less any  applicable
   surrender charges and related loans. The fair value for annuities in non-life
   contingent  payout  status is  estimated  as the present  value of  projected
   benefit payments at rates appropriate for contracts issued in 1996 and 1995.

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

10.Segment information

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

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

   Allocations of net investment  income and certain general  expenses are based
   on various assumptions and estimates.

   Assets are not  individually  identifiable by segment and have been allocated
   principally based on the amount of future policy benefits by segment.

   Capital  expenditures  and  depreciation   expense  are  not  material,   and
   consequently, are not reported.

<PAGE>

Report of Independent Auditors


The Board of Directors
IDS Life Insurance Company

We have  audited  the  accompanying  consolidated  balance  sheets  of IDS  Life
Insurance  Company (a wholly  owned  subsidiary  of American  Express  Financial
Corporation)  as of  December  31, 1996 and 1995,  and the related  consolidated
statements of income,  stockholder's equity and cash flows for each of the three
years in the period ended December 31, 1996. These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of IDS Life Insurance
Company at  December  31,  1996 and 1995,  and the  consolidated  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1996, in conformity with generally accepted accounting principles.

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



Ernst & Young LLP
February 7, 1997
Minneapolis, Minnesota

<PAGE>

                             PART II.

              INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution.

     The expenses of the issuance and  distribution  of the interests in the IDS
Life  Account MGA of IDS Life  Insurance  Company to be  registered,  other than
commissions on sales of the Contracts, are to be borne by the registrant.

Item 14.  Indemnification of Directors and Officers

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

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

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

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




<PAGE>

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

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

Item 15.  Recent Sales of Unregistered Securities

          None

Item 16.  Exhibits and Financial Statement Schedules

(a)  Exhibits

     3.1  Copy of Certificate of Incorporation of IDS Life
          Insurance Company filed electronically as Exhibit 3.1 to
          Post-Effective Amendment No. 5 to Registration Statement
          No. 33-28976 is incorporated herein by reference.

     3.2  Copy of the Amended By-laws of IDS Life Insurance Company
          filed electronically as Exhibit 3.2 to Post-Effective
          Amendment No. 5 to Registration Statement No. 33-28976 is
          incorporated herein by reference.

     3.3  Copy of Resolution of the Board of Directors of IDS Life
          Insurance Company, dated May 5, 1989, establishing IDS
          Life Account MGA filed electronically as Exhibit 3.3 to
          Post-Effective Amendment No. 5 to Registration Statement
          No. 33-28976 is incorporated herein by reference.

     4.1  Copy of Group Annuity Contract, Form 30363C, filed
          electronically as Exhibit 4.1 to Post-Effective Amendment
          No. 5 to Registration Statement No. 33-28976 is
          incorporated herein by reference.




<PAGE>

     4.2  Copy of Group Annuity Certificate, Form 30360C, filed
          electronically as Exhibit 4.2 to Post-Effective Amendment
          No. 5 to Registration Statement No. 33-28976 is
          incorporated herein by reference.

     4.3  Copy of Endorsement No. 30340C-GP to the Group Annuity
          Contract filed electronically as Exhibit 4.3 to Post-
          Effective Amendment No. 5 to Registration Statement No.
          33-28976 is incorporated herein by reference.

     4.4  Copy of Endorsement No. 30340C to the Group Annuity
          Certificate filed electronically as Exhibit 4.4 to Post-
          Effective Amendment No. 5 to Registration Statement No.
          33-28976 is incorporated herein by reference.

     5.   Copy of Opinion of Counsel regarding legality of
          Contracts, dated Oct. 3, 1990, filed electronically as
          Exhibit 5 to Post-Effective Amendment No. 5 to
          Registration Statement No. 33-28976 is incorporated
          herein by reference.

     22.  Copy of List of Subsidiaries filed electronically as
          Exhibit 22 to Post-Effective Amendment No. 8 to
          Registration Statement No. 33-28976 is incorporated
          herein by reference.

     23.  Consent of Independent Auditors is filed electronically
          herewith.

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

(b)  Financial Statement Schedules

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

     Report of Independent Auditors dated February 7, 1997.

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

Item 17.  Undertakings

A. The Registrant undertakes:  (a) to file, during any period in which offers or
sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, (ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-



<PAGE>

effective amendment thereof) which, individually or in the aggregate,  represent
a fundamental change in the information set forth in the Registration Statement,
(iii)  to  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement, (b) that, for
the purpose of determining  any liability under the Securities Act of 1933, each
such post-effective  amendment may be deemed to be a new Registration  Statement
relating to the securities  offered  therein and the offering of such securities
at that time may be deemed to be the initial  bona fide  offering  thereof,  (c)
that all post-effective  amendments will comply with the applicable forms, rules
and  regulations  of the  Commission  in effect at the time such  post-effective
amendments  are  filed,  and (d) to  remove  from  registration  by  means  of a
post-effective  amendment  any of the  securities  being  registered  which will
remain at the termination of the offering.

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



<PAGE>


                            SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, IDS Life Insurance
Company has duly caused this  Registration  Statement  to be signed on behalf of
the Registrant by the  undersigned,  thereunto  duly  authorized in this City of
Minneapolis, and State of Minnesota on the 4th day of April, 1997.


                                   IDS Life Insurance Company
                                           (Registrant)

                                   By IDS Life Insurance Company

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


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has been  signed  below by the  following  persons in the  capacities
indicated on the 4th day of April, 1997.

Signature                          Title

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

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

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

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

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

/s/ Stuart A. Sedlacek*            Director and Executive Vice
    Stuart A. Sedlacek             President, Assured Assets

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


*Signed pursuant to Power of Attorney dated March 12, 1997, filed electronically
herewith for IDS Life Insurance Company (IDS Life Account MGA).

By:




     Bruce A. Kohn


<PAGE>

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

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

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

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

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

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

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

<PAGE>

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

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

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

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



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

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

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

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

<PAGE>

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

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

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

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



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


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

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

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

<PAGE>

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

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

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

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



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


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

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

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

<PAGE>

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

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

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

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

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

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

For the year ended
  December 31, 1995

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

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

For the year ended
  December 31, 1994

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

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

<PAGE>

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

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

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

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

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

For the year ended
  December 31, 1994
- ------------------------------
Reserve for Mortgage Loans           $35,020               $232              $0           $0        $35,252
Reserve for Fixed Maturities         $22,777           ($16,777)             $0       $6,000             $0
Reserve for Other Investments        $10,700            ($3,185)             $0           $0         $7,515

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


<PAGE>



Report of Independent Auditors

The Board of Directors
IDS Life Insurance Company

We have audited the  consolidated  financial  statements  of IDS Life  Insurance
Company as of December 31, 1996 and 1995, and for each of the three years in the
period  ended  December  31,  1996,  and have  issued our report  thereon  dated
February 7, 1997 (included elsewhere in this Registration Statement). Our audits
also included the  financial  statement  schedules  listed in Item 16(b) of this
Registration Statement.  These schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits.

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





Ernst & Young LLP
Minneapolis, Minnesota
February 7, 1997







<PAGE>



IDS Life Guaranteed Term Annuity (GTA)
Registration No. 33-28976

                           EXHIBIT INDEX

Exhibit 23.  Consent of Independent Auditors

Exhibit 24.  Power of Attorney, dated March 12, 1997





<PAGE>



                                                      Exhibit 23







                  Consent of Independent Auditors


We consent to the  reference to our firm under the caption  "Experts" and to the
use of our  reports  dated  February  7, 1997 with  respect to the  consolidated
financial  statements  and schedules of IDS Life Insurance  Company  included in
Post-Effective  Amendment  No. 9 to the  Registration  Statement  (Form S-1, No.
33-28976) and related Prospectus of IDS Life Account MGA for the registration of
market value  adjusted  annuity  interests  to be offered by IDS Life  Insurance
Company.


Minneapolis, Minnesota
April 2, 1997





<PAGE>



                                    IDS LIFE INSURANCE COMPANY
                                         POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

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

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


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



<PAGE>



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

     Dated the 12th day of March, 1997.



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


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


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


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


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


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


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



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