IDS LIFE INSURANCE CO
S-1/A, 1998-04-15
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-1

                          PRE-EFFECTIVE AMENDMENT NO. 1
                     TO REGISTRATION STATEMENT NO. 333-42793

                                      Under

                           The Securities Act of 1933


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


                                    Minnesota
         (State or other jurisdiction of incorporation or organization)


                                       63
            (Primary Standard Industrial Classification Code Number)


                                   41-0823832
                      (I.R.S. Employer Indentification 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)

Approximate date of commencement of proposed sale to the public: As soon as
practicable after effectiveness of the Registration Statement.

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>
<TABLE>
<CAPTION>
                                     Calculation of Registration Fee
<S>                     <C>                 <C>                  <C>                   <C>

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

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

Portfolio Guaranteed            *                    *                $1,661,017**            $490**
Term Annuity

*The maximum  aggregate  offering  price is estimated  solely for the purpose of
determining the  registration  fee. The amount being registered and the proposed
maximum  offering price per unit are not applicable in that these securities are
not issued in predetermined amounts or units.

**The  registration fee of $490 for registration of $1,661,017 is in addition to
the $100 fee wired with the Registration  Statement for registration of $338,983
of securities. The total amount registered is for $2,000,000 of securities.
</TABLE>
                             
                              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 Portfolio 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 Securitie
     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>

   
Portfolio Guaranteed Term Annuity
Prospectus, May 1, 1998
    

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 members of a wrap-fee program sponsored by American Express
Financial Advisors Inc. (AEFA) under which this contract is made available for
non-tax qualified and tax qualified purchases. 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."

   
Further details about the wrap-fee program are outlined in the client service
agreement for the program and in AEFA's Part II to Form ADV, including the
Schedule H that is filed with the Part II materials. You may obtain these
materials by calling 1-800-967-4377 (Option 3). Please remember: (1) you cannot
purchase this product unless you pay an annual wrap fee; (2) if your
participation in the wrap-fee program is terminated, you will no longer qualify
for this contract and your contract will be terminated and subject to a market
value adjustment; and (3) if your contract is terminated, you will be given the
option of exchanging into another annuity product, which may contain higher
fees, a lower guaranteed interest rate and a surrender charge.
    

A similar product is available outside of the wrap-fee program under which this
contract is made available. Depending on your individual circumstances, it may
be to your benefit to purchase the similar product that is available outside of
the wrap-fee program. Please consult your financial advisor or call the
telephone number below for more information.

IDS Life may offer this contract 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 (IRAs), SIMPLE IRAs and
Simplified Employee Pension (SEP) Plans eligible under Section 408 of the Code;
and (4) 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: 1-800-967-4377
    

<PAGE>

   
These securities may be subject to a substantial market value adjustment if not
held to the end of the guarantee period that 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.

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

<PAGE>

Table of contents

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

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

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

Amendment, distribution, assignment and termination of contracts..............
Amendment of contracts........................................................
Distribution of contracts.....................................................
Assignment of contracts.......................................................
Termination 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 Portfolio Guaranteed Term Annuity in brief

Contracts: IDS Life is offering group and individual market value annuities to
members of a wrap-fee program sponsored by AEFA under which this contract is
made available 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.

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 without a surrender charge. We may defer payment of any surrender for
a period up to 6 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 7 days except under extraordinary circumstances. We will pay
annual interest of at least 3% of any amounts deferred for more than 30 days
during such period if we choose to exercise this deferral right. (p. )

Market value adjustment: Surrenders may be subject to a 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 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

<PAGE>

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
and is a member of a wrap-fee program sponsored by AEFA under which this
contract is made available.

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 is the cash surrender value. On
the last day of a guarantee period, the cash surrender value is the accumulation
value.

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.

<PAGE>

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 contract value to provide annuity payments. If
the settlement date is not the last day of a guarantee period, we apply the
market adjusted value of the contract. On the last day of a guarantee period, we
apply the accumulation value of the contract.

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
corporate office.

Description of contracts

General

This prospectus describes interests in market value annuities offered by IDS
Life to members of a wrap-fee program sponsored by AEFA under which this
contract is made available for non-tax qualified and tax qualified purchases.
The contracts may be offered in the following tax qualified programs: (1)
Section 401(a), 401(k) and 403(a) plans; (2) Section 403(b) plans; (3) IRAs,
SIMPLE IRAs and SEPs; and (4) 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. Interest is credited daily to achieve a stated
annual effective rate, based on a 365 day year. Interest is not paid on leap
days (Feb 29th). Surrenders prior to the renewal date are subject to a market
value adjustment.
    

<PAGE>

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 corporate 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 corporate 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
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.

<PAGE>

Example of guaranteed rate of accumulation

Beginning account value: $50,000
Guaranteed period: 10 years
Guaranteed rate: 6% annual effective rate
<TABLE>
<CAPTION>
<S>                <C>                           <C>                                <C>

   
                    Interest credited to the       Cumulative interest credited
Year                account during year            to the account                     Accumulation value


1                          $3,000.00                    $  3,000.00                      $53,000.00
2                           3,180.00                       6,180.00                       56,180.00
3                           3,370.80                       9,550.80                       59,550.80
4                           3,573.05                      13,123.85                       63,123.85
5                           3,787.43                      16,911.28                       66,911.28
6                           4,014.68                      20,925.96                       70,925.96
7                           4,255.56                      25,181.51                       75,181.51
8                           4,510.89                      29,692.40                       79,692.40
9                           4,781.54                      34,473.95                       84,473.95
10                          5,068.44                      39,542.38                       89,542.38
</TABLE>


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 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 82 at the end of a guarantee period and the settlement
date for the annuitant is age 85, 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 that we have declared for such
duration. We may declare new schedules of guaranteed interest rates as
frequently as daily.
    

<PAGE>

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 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.)

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).

<PAGE>

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 adjustment.

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 next close
of business after we receive your request for a complete surrender. We may ask
you to return the contract.

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 of your
surrender check.

<PAGE>

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 occurring at any time other than the last day of a
guarantee period.

The market adjusted value is your accumulation value (purchase payment plus
interest credited minus surrenders) 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 Portfolio Guaranteed Term
Annuity 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 you contract's
accumulation value, equal to it or less than it depending on how the guaranteed
interest rate on your contract compares to the interest rate of a new Portfolio
Guaranteed Term Annuity for the same number of years as the guarantee period
remaining on your contract.

Relationship between your contract's guaranteed rate and new contract for the
same number of years as the guaranteed period remaining on your contract:

If your annuity rate is:                   Your market adjusted value will be:

greater than the new
annuity rate + .25%                        greater than your accumulation value

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

less than the 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 Portfolio
Guaranteed Term Annuity contracts with 7-year 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 Portfolio
Guaranteed Term Annuity contracts with 7-year guarantee periods is 4%, your
market adjusted value will be higher than your accumulation value.

<PAGE>

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 Portfolio
                       Guaranteed Term Annuity 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 contract 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 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.

<PAGE>

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 joint owner: Unless you have given us
other written instructions, if you, as owner or joint owner, die before the
settlement date and your spouse is the only beneficiary or joint owner with a
right of survivorship, 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, SIMPLE IRAs and SEPs: 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, SIMPLE IRA or SEP 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
contract in force until the date on which the annuitant would have reached
70-1/2 or any other date permitted by the Code. To do this, the spouse must,
within 60 days after 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, SIMPLE IRA, SEP or Section 457
plan) 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:

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

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

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.

Statement

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

<PAGE>

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:

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

      the 10th contract anniversary.

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

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

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

      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.

If you are taking the minimum IRA or TSA distributions as required by the Code
from another tax qualified investment, or in the form of partial surrenders from
this contract, annuity payouts can start as late as the annuitant's 85th
birthday or the 10th contract anniversary.

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

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, SIMPLE IRA, SEP or Section
457 plan), 20% income tax withholding may apply.

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

      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.

      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.

   
      Plan D - We call this a joint and survivor life annuity. Monthly payments
      will be paid while both the annuitant and a joint annuitant are living.
      When either the annuitant or joint annuitant dies, we will continue to
      make monthly payments until the death of the surviving annuitant. No
      payments will be paid after the death of the second annuitant.

      Plan E - This provides monthly fixed dollar annuity payments for a period
      of years that you elect. 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 3% per year. The table for Plan E is
based on an interest rate of 3%. 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 you purchased a tax qualified
annuity, you must select a payment plan that provides for payments:

      during the life of the annuitant;

      during the joint lives of the annuitant and beneficiary;

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

      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 selling agent agreements
with certain broker-dealers registered under the 1934 Act. IDS Life will pay a
maximum commission of 5% of the purchase payment 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. American Express Financial Advisors Inc., an affiliate of
IDS Life, is the sponsor of the wrap-fee program under which this contract is
made available.
    

Assignment of contracts

You may change ownership of your annuity at any time by filing a change of
ownership with us at our corporate 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
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.

<PAGE>

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.

Termination of contracts

If your participation in the wrap-fee program is terminated, you will no longer
qualify for this contract and your contract will be terminated. Your contract
will be subject to a market value adjustment unless the termination occurs at
the end of a guarantee period. Upon termination, you will be given the option of
exchanging into another annuity product, which may contain higher fees, a lower
guaranteed interest rate and a surrender charge.

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, all of the payments generally will be subject to taxation
except to the extent that the contributions were made with after-tax dollars.

<PAGE>

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.
The gain is subject to income tax, not estate or inheritance tax.

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.

If you receive amounts from your contract before reaching age 59-1/2, you may
have to pay a 10% IRS penalty on the amount includible in your ordinary income.
If you receive amounts from your SIMPLE IRA before reaching age 59-1/2,
generally the IRS 10% penalty provisions apply. However, if you receive these
amounts before age 59-1/2 and within the first two years of your participation
in the SIMPLE IRA plan, the IRS penalty will be assessed at the rate of 25%
instead of 10%. However, this penalty will not apply to any amount received:

      after you reach age 59-1/2;

      because of your death;

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

      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

      if it is allocable to a purchase payment before Aug. 14, 1982 (except for
      contracts in taxqualified 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.

<PAGE>

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.

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, SIMPLE IRA, SEP 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:

      instead of receiving the payment, you elect to have the payment rolled
      over directly to an IRA or another eligible plan;

      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

      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.

<PAGE>

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.

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 (AEFC), 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.

<PAGE>

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:

      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;

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

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

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

      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)
<S>                             <C>           <C>             <C>             <C>            <C>


                                    1997            1996           1995            1994           1993
Premiums                        $   206,494    $   182,921     $   161,530    $   144,640     $   127,245
Net investment income             1,988,389      1,965,362       1,907,309      1,781,873       1,783,219
Net realized (loss) on                  860           (159)         (4,898)        (4,282)         (6,737)
investments
Other                               682,618        574,341         472,035        384,105         304,344
                                    -------        -------         -------        -------         -------
Total revenues                  $ 2,878,361    $ 2,722,465     $ 2,535,976    $ 2,306,336     $ 2,208,071
                                  ---------      ---------       ---------      ---------       ---------
Income before income taxes      $   680,911    $   621,714     $   560,782    $   512,512     $   412,726
                                    -------        -------         -------        -------         -------
Net income                      $   474,247    $   414,576     $   364,940    $   336,169     $   270,079
                                    -------        -------         -------        -------         -------
Total assets                    $52,974,124    $47,305,981     $42,900,078    $35,747,543     $33,057,753

</TABLE>
    
<PAGE>

Management's  discussion and analysis of  consolidated  financial  condition and
results of operations

Results of operations
   
1997 compared to 1996:

Consolidated net income increased 14% to $474 million in 1997, compared to $415
million in 1996. Earnings growth resulted primarily from increases in management
fees and policyholder and contractholder charges. These increases reflect higher
average insurance and annuities in force during 1997.

Consolidated income before income taxes totaled $681 million in 1997, compared
with $622 million in 1996. In 1997, $179 million was from the life, disability
income and long-term care insurance segment, compared with $161 million in 1996
and $502 million was from the annuity segment, compared with $461 million in
1996.

Total premiums received decreased to $5.2 billion in 1997, compared with $6.1
billion in 1996. This decrease is primarily due to a decrease in sales of fixed
annuities in 1997.

Total revenues increased to $2.9 billion in 1997, compared with $2.7 billion in
1996. 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 slightly from the prior
year, reflecting slight increases in investments owned and investment yields.

Policyholder and contractholder charges, which consist primarily of cost of
insurance charges on universal life-type policies, increased 13% to $342 million
in 1997, compared with $303 million in 1996. This increase reflects increased
total life insurance in force which grew 12% to $75 billion at Dec. 31, 1997.

Management and other fees increased 26% to $341 million in 1997, compared with
$271 million in 1996. This is primarily due to an increase in separate account
assets, which grew 25% to $23 billion at Dec. 31, 1997, 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 $2.2 billion in 1997. The
largest component of expenses, interest credited to policyholder accounts for
universal life-type insurance and investment contracts, remained steady at $1.4
billion. DAC increased to $323 million compared to $279 million in 1996. These
increases were due primarily to increased aggregate amounts in force.

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 increased 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 increased
total life insurance in force which grew 13% to $67 billion at Dec. 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 Dec. 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 increased aggregate amounts in force and an increase in
average interest credited rates.
    
       

Risk management

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

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

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

<PAGE>

sudden and severe rise in interest rates, thereby mitigating the impact of an
increase in rates credited to clients' accounts.

   
The amount of the fee income the Company receives is based upon the daily market
value of the separate account and mutual fund assets. As a result, the Company's
fee income could be impacted significantly by a decline in the equity markets.
Another part of the committee's strategy is to enter into index option collars
(combinations of puts and calls) for hedging purposes. These derivatives protect
fee income by providing option income when there is a significant decline in the
equity markets, which mitigates the impact of the corresponding decline in
separate account and mutual fund assets. The Company finances the cost of this
protection through selling a portion of the upside potential from an increasing
market through written options.
    

Liquidity and capital resources

The liquidity requirements of the Company are met by funds provided by 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 an  available  line of credit with its parent  aggregating  $100
million.  The line of credit is used strictly as short-term sources of funds. No
borrowings  were  outstanding  under the agreement at Dec. 31, 1997. At Dec. 31,
1997, outstanding reverse repurchase agreements totaled $163 million.

At Dec. 31, 1997, investments in fixed maturities comprised 83% of the Company's
total invested assets. Of the fixed maturity portfolio, approximately 40% is
invested in GNMA, FNMA and FHLMC mortgage-backed securities which are considered
AAA/Aaa quality.

At Dec. 31, 1997, approximately 11% 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 investment grade 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, 1997, net unrealized appreciation on fixed maturities held to
maturity included $445 million of gross unrealized appreciation and $17 million
of gross unrealized depreciation. Net unrealized appreciation on fixed
maturities available for sale included $399 million of gross unrealized
appreciation and $37 million of gross unrealized depreciation.

At Dec. 31, 1997,  the Company had an  allowance  for losses for mortgage  loans
totaling $39 million and for real estate investments totaling $6 million.
    

<PAGE>
   
The economy and other factors have caused an increase in the number of insurance
companies that are under regulatory supervision. This circumstance has resulted
in an increase in assessments by state guaranty associations to cover losses to
policyholders of insolvent or rehabilitated companies. Some assessments can be
partially recovered through a reduction in future premium taxes in certain
states. The Company established an asset for guaranty association assessments
paid to those states allowing a reduction in future premium taxes over a
reasonable period of time. The asset is being amortized as premium taxes are
reduced. The Company has also estimated the potential effect of future
assessments on the Company's financial position and results of operations and
has established a reserve for such potential assessments. The Company has not
adopted Statement of Position 97-3 providing guidance when an insurer should
recognize a liability for guaranty fund assessments. The SOP is effective for
fiscal years beginning after Dec. 15, 1998. Adoption will not have a material
impact on the Company's results of operations or financial condition.

In the first quarter of 1998, the Company paid a $60 million dividend to its
parent. In 1997, dividends paid to its parent were $200 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, 1997, the Company's total adjusted capital was well in
excess of the levels requiring regulatory attention.

Year 2000 issue

The Year 2000 issue is the result of computer programs having been written using
two digits rather than four to define a year. Any programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of the Company. All of the
systems used by the Company are maintained by AEFC and are utilized by multiple
subsidiaries and affiliates of AEFC. The Company's business is heavily dependent
upon AEFC's computer systems and has significant interactions with systems of
third parties.

A comprehensive review of AEFC's computer systems and business processes,
including those specific to the Company, has been conducted to identify the
major systems that could be affected by the Year 2000 issue. Steps are being
taken to resolve any potential problems including modification to existing
software and the purchase of new software. These measures are scheduled to be
completed and tested on a timely basis. AEFC's goal is to complete internal
remediation and testing of each system by the end of 1998 and to continue
compliance efforts through 1999.

AEFC is evaluating the Year 2000 readiness of advisors and other third parties
whose system failures could have an impact on the Company's operations. The
potential materiality of any such impact is not known at this time.
    
<PAGE>

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 1997, 1996 or
1995. Additionally, no single distributor accounted for more than 10% of
premiums received in 1997, 1996 or 1995. (See Note 10, Segment information, in
the "Notes to Consolidated Financial Statements".)
    

Reinsurance

   
Reinsurance arrangements are used to reduce exposure to large losses. The
maximum amount of risk retained by the Company on any one life is $750,000 of
life and waiver of premium benefits plus $50,000 of accidental death benefits.
The excesses are reinsured with other life insurance companies. At Dec. 31,
1997, traditional life and universal life-type insurance in force aggregated $75
billion, of which $4 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 $27 billion at Dec. 31, 1997,
34% was invested in mortgage-backed securities, 48% in corporate and other
bonds, 14% in primary mortgage loans on real estate, 2% in policy loans and the
remaining 2% in other investments.
    

Competition

   
IDS Life is engaged in a business that is highly competitive due to the large
number of stock and mutual life insurance companies and other entities marketing
insurance products. There are over 1,700 stock, mutual and other types of
insurers in the life insurance business. Best's Insurance Reports, Life Health
edition, 1997, assigned IDS Life one of its highest classifications, A+
(Superior).
    

<PAGE>

Employees

   
As of Dec. 31, 1997, IDS Life and its subsidiaries had 303 employees; including
245 employed at the corporate office in Minneapolis, MN, 8 employed at American
Centurion Life Assurance Company located in Albany, NY and 50 employed at IDS
Life Insurance Company of New York located in Albany, NY.
    

Properties

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

State regulation

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

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

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.

<PAGE>

Richard W. Kling
Born in 1940

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

Paul F. Kolkman
Born in 1946

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

James A. Mitchell
Born in 1941

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

Barry J. Murphy
Born in 1951

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

Stuart A. Sedlacek
Born in 1957

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

Officers other than directors*

Jeffrey S. Horton
Born in 1961

Vice president and treasurer since December 1997; vice president and corporate
treasurer, AEFC, since December 1997; controller, American Express Technologies
- - Financial Services, AEFC, from July 1997 to December 1997; controller, Risk
Management Products, AEFC, from May 1994 to July 1997; director of finance and
analysis, Corporate Treasury, AEFC, from June 1990 to May 1994.

<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 1997 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 1997.
<TABLE>
<CAPTION>
<S>                                 <C>                                 <C>


Name of individual or number in
group                                Position held                       Cash compensation
- ------------------------------------ ----------------------------------- -----------------------------------
Five most highly compensated                                                  $8,616,958
executive officers as a group:

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

Richard W. Kling                     President

Pamela J. Moret                      Exec. Vice President, Variable
                                     Assets

Barry J. Murphy                      Exec. Vice President, Client
                                     Service

Stuart A. Sedlacek                   Exec. Vice President, Assured
                                     Assets

All executive officers as a group                                             $12,523,043
(10)
</TABLE>
    

Security ownership of management

IDS Life's directors and officers do not beneficially own any outstanding shares
of stock of IDS Life. All of the outstanding shares of stock of IDS Life are
beneficially owned by its parent, American Express Financial Corporation. The
percentage of shares of American Express Financial Corporation owned by any
director, and by all directors and officers of IDS Life as a group, does not
exceed 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 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 IDS Life and its parent, AEFC. A second action was filed in
March 1997. 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. 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.

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, 1997 and 1996, and for each of the three years in the period ended December
31, 1997, 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 market value adjustment

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

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

The accumulation value surrendered is subject to 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

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)

<PAGE>

                         =      $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 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
Net surrender amount                               $2,033.33

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 $1,967.21 of accumulation value
to be surrendered.

What will be your market value adjustment amount?

The market adjusted value is:

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

                         =     $1,967.21 (1 + ig)7
                                (1 + ic + .0025)7

                         =      $1,967.21 (1.06)7
                                    (1.0575)7

                         =          $2,000.00

<PAGE>

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

$2,000.00 - $1,967.21 = $32.79

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

What net amount will you receive?

Your contract's accumulation value will decrease by $1,967.21 and we will send
you a check for:

Accumulation value surrendered                   $1,967.21
Market value adjustment                              32.79
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.

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

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)

<PAGE>

         =            $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:

$24,870.68 =              $44,771.19
                   -----------------
                      (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:

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

<PAGE>


<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,  1997 and 1996 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, 1997.  These  financial  statements  and
schedules 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of IDS Life Insurance Company at December 31, 1997 and 1996, and the
consolidated results of its operations and its cash flows for each of the
three years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles.




Ernst & Young LLP
Minneapolis, Minnesota
February 5, 1998


<PAGE>

IDS Life Financial Information


                          IDS LIFE INSURANCE COMPANY
                         CONSOLIDATED BALANCE SHEETS


                                                    Dec. 31,     Dec. 31,
ASSETS                                                1997         1996  
                                                         (thousands)
Investments:
Fixed maturities:
Held to maturity, at amortized cost (Fair value:
1997, $9,743,410; 1996, $10,521,650)              $9,315,450       $10,236,379
Available for sale, at fair value (Amortized cost:
1997, $12,515,030; 199, $11,008,622)              12,876,694        11,146,845
Mortgage loans on real estate                      3,618,647         3,493,364
Policy loans                                         498,874           459,902
Other investments                                    318,591           251,465
Total investments                                 26,628,256        25,587,955
Cash and cash equivalents                             19,686           224,603
Amounts recoverable from reinsurers                  205,716           157,722
Amounts due from brokers                               8,400            11,047
Other accounts receivable                             37,895            44,089
Accrued investment income                            357,390           343,313
Deferred policy acquisition costs                  2,479,577         2,330,805
Deferred income taxes, net                                --            33,923
Other assets                                          22,700            37,364
Separate account assets                           23,214,504        18,535,160
Total assets                                     $52,974,124       $47,305,981
                                                   =========         =========

<PAGE>

                          IDS LIFE INSURANCE COMPANY
                   CONSOLIDATED BALANCE SHEETS (continued)


                                                   Dec. 31,        Dec. 31
LIABILITIES AND STOCKHOLDER'S EQUITY                1997             1996    
                                                          (thousands)


Liabilities:
Future policy benefits:
Fixed annuities                                  $22,009,747      $21,838,008
Universal life-type insurance                      3,280,489        3,177,149
Traditional life insurance                           213,676          209,685
Disability income and long-term care insurance       533,124          424,200
Policy claims and other policyholders' funds          68,345           83,634
Deferred income taxes, net                            61,582               --
Amounts due to brokers                               381,458          261,987
Other liabilities                                    345,383          332,078
Separate account liabilities                      23,214,504       18,535,160
Total liabilities                                 50,108,308       44,861,901
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                           290,847          283,615
Net unrealized gain on investments                   226,359           86,102
Retained earnings                                  2,345,610        2,071,363
Total stockholder's equity                         2,865,816        2,444,080
Total liabilities and stockholder's equity       $52,974,124      $47,305,981
                                                   =========        =========
See accompanying notes.


<PAGE>

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

 
                                                           Years ended Dec. 31,
                                                      1997        1996       1995
                                                               (thousands)
<S>                                               <C>          <C>            <C>     
Revenues:
Premiums:
Traditional life insurance                        $  52,473    $  51,403      $ 50,193
Disability income and long-term care insurance      154,021      131,518       111,337

Total premiums                                      206,494      182,921       161,530

Policyholder and contractholder charges             341,726      302,999       256,454
Management and other fees                           340,892      271,342       215,581
Net investment income                             1,988,389    1,965,362     1,907,309
Net realized gain (loss) on investments                 860         (159)       (4,898)

Total revenues                                    2,878,361    2,722,465     2,535,976

Benefits and expenses:
Death and other benefits:
Traditional life insurance                           28,951       26,919        29,528
Universal life-type insurance
and investment contracts                             92,814       85,017        71,691
Disability income and
long-term care insurance                             22,333       19,185        16,259
Increase (decrease) in liabilities for
future policy benefits:
Traditional life insurance                            3,946        1,859        (1,315)
Disability income and
long-term care insurance                             63,631       57,230        51,279

Interest credited on universal life-type
insurance and investment contracts                1,386,448    1,370,468     1,315,989
Amortization of deferred policy acquisition costs   322,731      278,605       280,121
Other insurance and operating expenses              276,596      261,468       211,642

Total benefits and expenses                       2,197,450    2,100,751     1,975,194

Income before income taxes                          680,911      621,714       560,782

Income taxes                                        206,664      207,138       195,842

Net income                                       $  474,247   $  414,576    $  364,940
                                                   ========     ========       ======= 
 
See accompanying notes.
</TABLE>



<PAGE>

                             IDS LIFE INSURANCE COMPANY
                  CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                          Three years ended Dec. 31, 1997
                                    (thousands)
<TABLE>
<CAPTION>


                                            Additional  Net Unrealized
                                 Capital     Paid-In     Gain (Loss)on    Retained
                                  Stock      Capital    on Investments    Earnings     Total

<S>                               <C>         <C>          <C>           <C>         <C>      
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
Net income                           --            --            --        474,247     474,247
Change in net unrealized
gain (loss) on investments           --            --       140,257             --     140,257
Capital contribution from parent     --         7,232            --             --       7,232
Cash dividends                       --            --            --       (200,000)   (200,000)

Balance, Dec. 31, 1997           $3,000      $290,847      $226,359     $2,345,610  $2,865,816
                                  =====       =======       =======      =========    ========

See accompanying notes.
</TABLE>


<PAGE>

                             IDS LIFE INSURANCE COMPANY
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
 
                                                       Years ended Dec. 31,
                                                  1997         1996          1995
                                                             (thousands)
<S>                                            <C>          <C>           <C>      
Cash flows from operating activities:
Net income                                     $ 474,247    $ 414,576     $ 364,940
Adjustments to reconcile net income to
net cash provided by (used in) operating activities:
Policy loan issuance, excluding universal
life-type insurance                              (54,665)     (49,314)      (46,011)
Policy loan repayment, excluding universal
life-type insurance                               46,015       41,179        36,416
Change in amounts recoverable from reinsurers    (47,994)     (43,335)      (34,083)
Change in other accounts receivable                6,194       (4,981)       12,231
Change in accrued investment income              (14,077)       4,695       (30,498)
Change in deferred policy acquisition
costs, net                                      (156,486)    (294,755)     (196,963)
Change in liabilities for future policy
benefits for traditional life,
disability income and
long-term care insurance                         112,915       97,479        85,575
Change in policy claims and other
policyholders' funds                             (15,289)      27,311         6,255
Change in deferred income tax provision (benefit) 19,982      (65,609)      (33,810)
Change in other liabilities                       13,305       46,724        (6,548)
(Accretion of discount)
amortization of premium, net                      (5,649)     (23,032)      (22,528)
Net realized (gain) loss on investments             (860)         159         4,898
Policyholder and contractholder
charges, non-cash                               (160,885)    (154,286)     (140,506)
Other, net                                         7,161      (10,816)        3,849

Net cash provided by (used in) operating
activities                                     $ 223,914    $ (14,005)     $  3,217
</TABLE>
 

<PAGE>

                             IDS LIFE INSURANCE COMPANY
                 CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

<TABLE>
<CAPTION>
 
                                                         Years ended Dec. 31,
                                                  1997             1996          1995
                                                               (thousands)
<S>                                             <C>            <C>          <C>          
Cash flows from investing activities:
Fixed maturities held to maturity:
Purchases                                       $     (1,996)  $  (43,751)  $ (1,007,208)
Maturities, sinking fund payments and calls          686,503      759,248        538,219
 Sales                                               236,761      279,506        332,154
Fixed maturities available for sale:
Purchases                                         (3,160,133)  (2,299,198)    (2,452,181)
Maturities, sinking fund payments and calls        1,206,213    1,270,240        861,545
Sales                                                457,585      238,905        136,825
Other investments, excluding policy loans:
Purchases                                           (524,521)    (904,536)      (823,131)
Sales                                                335,765      236,912        160,521
Change in amounts due from brokers                     2,647      (11,047)         7,933
Change in amounts due to brokers                     119,471      140,369       (105,119)

Net cash used in investing activities               (641,705)    (333,352)    (2,350,442)

Cash flows from financing activities:
Activity related to universal life-type insurance
and investment contracts:
Considerations received                            2,785,758    3,567,586      4,189,525
Surrenders and death benefits                     (3,736,242)  (4,250,294)    (3,141,404)
Interest credited to account balances              1,386,448    1,370,468      1,315,989
Universal life-type insurance policy loans:
Issuance                                             (84,835)     (86,501)       (84,700)
Repayment                                             54,513       58,753         52,188
Capital contribution from parent                       7,232        4,801             --
Dividends paid                                      (200,000)    (165,000)      (180,000)

Net cash provided by financing activities            212,874      499,813      2,151,598

Net (decrease) increase in cash and
cash equivalents                                    (204,917)     152,456       (195,627)

Cash and cash equivalents at
beginning of year                                    224,603       72,147        267,774

Cash and cash equivalents at
end of year                                         $ 19,686    $ 224,603      $  72,147
                                                     =======     ========       ========
See accompanying notes.
</TABLE>
<PAGE>

                         IDS LIFE INSURANCE COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                ($ 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 (AEFC), 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), American Partners
      Life Insurance Company and American Express Corporation.

      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 (see Note 4).

      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 reported as a separate component
      of stockholder's equity, net of deferred taxes.


<PAGE>

      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.

<PAGE>


1.    Summary of significant accounting policies (continued)
      ------------------------------------------

      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 judgment 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.

      During 1997, 1996 and 1995, the Company purchased and wrote index
      options to protect against significant declines in fee income as a
      result of a decrease in the market value of its managed assets.  These
      options were marked-to-market through the income statement.

      During 1997, the Company purchased and wrote index options to hedge
      1998 management fee and other income from separate accounts and the
      underlying mutual funds.  These index options are carried at market
      value and are included in other investments.  Gains or losses on these
      instruments are deferred and recognized in management and other fees in
      the same period as the hedged fee 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.


<PAGE>

      Supplementary information to the consolidated statements of cash flows
      for the years ended December 31 is summarized as
      follows:
                                           1997           1996      1995
                                           ----           ----      ----
       Cash paid during the year for:
         Income taxes                    $174,472       $317,283  $191,011
         Interest on borrowings             8,213          4,119     5,524


<PAGE>

1.    Summary of significant accounting policies (continued)
      ------------------------------------------

      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.  Under this method, profits are recognized 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
      received from the variable annuity and variable life insurance separate
      accounts and underlying mutual 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 accumulation values and surrender charge revenue.
      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 and deferred annuities
      are accumulation values.

      Liabilities for fixed annuities in a benefit status are based on
      established industry mortality tables and interest rates ranging from
      5% to 9.5%, depending on year of issue.


<PAGE>

      Liabilities for future benefits on traditional life insurance are based
      on the net level premium method, using anticipated mortality, policy
      persistency and interest earning rates.  Anticipated mortality rates
      are based on established industry mortality tables.  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
      range from 4% to 10%, depending on policy form, issue year and policy
      duration.


<PAGE>

1.    Summary of significant accounting policies (continued)
      ------------------------------------------

      Liabilities for future disability income and long-term care policy
      benefits include both policy reserves and claim reserves.  Policy
      reserves are based on the net level premium method, using anticipated
      morbidity, mortality, policy persistency and interest earning rates.
      Anticipated morbidity and mortality rates are based on established
      industry morbidity and mortality tables.  Anticipated policy
      persistency rates vary by policy form, issue age, policy duration and,
      for disability income policies, occupation class.  Anticipated interest
      rates for disability income and long-term care policy reserves are 3%
      to 9.5% at policy issue and grade to ultimate rates of 5% to 10% over 5
      to 10 years.

      Claim reserves are calculated based on claim continuance tables and
      anticipated interest earnings.  Anticipated claim contuance rates are
      based on a national survey.  Anticipated interest rates for claim
      reserves for both disability income and long-term care range from 6% to
      8%.

      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 AEFC 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 AEFC and its subsidiaries
      that AEFC will reimburse subsidiaries for all tax benefits.

      Included in other liabilities at December 31, 1997 and 1996 are $12,061
      and $33,358, respectively, receivable from 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 receives investment
      management fees from the proprietary mutual funds used as investment
      options for variable annuities and variable life insurance.  The
      Company receives mortality and expense risk fees from the  separate
      accounts.


<PAGE>

1.    Summary of significant accounting policies (continued)
      ------------------------------------------

      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.

      Reclassification

      Certain 1996 and 1995 amounts have been reclassified to conform to the
      1997 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.

      The amortized cost, gross unrealized gains and losses and fair values
      of investments in fixed maturities and equity securities at December
      31, 1997 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 oblitations  $41,932      $ 2,950  $       --  $   44,881
       State and municipal obligations       9,684          568          --      10,252
       Corporate bonds and obligations   7,280,646      415,700       9,322   7,687,024
       Mortgage-backed securities        1,983,188       25,976       7,911   2,001,253
                                         ---------       ------       -----   ---------
                                        $9,315,450     $445,194     $17,233  $9,743,410
                                         =========      =======      ======   =========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

<S>                                       <C>          <C>         <C>             <C>    
       U.S. Government agency obligations $   65,291   $    4,154  $       --      $69,445
       State and municipal obligations        11,045        1,348          --       12,393
       Corporate bonds and obligations     5,308,129      232,761      30,198    5,510,692
       Mortgage-backed securities          7,130,565      160,478       6,879    7,284,164
                                           ---------      -------       -----    ---------
       Total fixed maturities             12,515,030      398,741      37,077   12,876,694
       Equity securities                       3,000          361          --        3,361
                                          ----------      -------      ------   ----------
                                         $12,518,030     $399,102     $37,077  $12,880,055
                                          ==========      =======      ======   ==========
</TABLE>


<PAGE>


2.    Investments (continued)
      -----------

      The amortized cost, gross unrealized gains and losses and fair values
      of investments in fixed maturities and equity securities at December
      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
                                               ==========       =======     ======   ==========
</TABLE>

<TABLE>
<CAPTION>

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

<S>                                            <C>             <C>        <C>        <C>       
       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 and fair value of investments in fixed maturities at
      December 31, 1997 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.

<PAGE>

                                        Amortized         Fair
       Held to maturity                   Cost           Value
       ----------------                 ---------      --------

       Due in one year or less        $   356,597      $360,956
       Due from one to five years       1,536,239     1,619,875
       Due from five to ten years       4,337,547     4,577,552
       Due in more than ten years       1,101,879     1,183,774
       Mortgage-backed securities       1,983,188     2,001,253
                                        ---------     ---------
                                       $9,315,450    $9,743,410
                                        =========     =========

                                        Amortized        Fair
       Available for sale                 Cost           Value
                                        ---------        -----

       Due in one year or less          $ 162,663    $  164,012
       Due from one to five years         633,339       679,561
       Due from five to ten years       2,418,162     2,517,098
       Due in more than ten years       2,170,301     2,231,859
       Mortgage-backed securities       7,130,565     7,284,164
                                       ----------    ----------
                                      $12,515,030   $12,876,694
                                       ==========    ==========
<PAGE>


2.    Investments (continued)
      -----------

      During the years ended December 31, 1997, 1996 and 1995, fixed
      maturities classified as held to maturity were sold with amortized cost
      of $229,848, $277,527 and $333,508, 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' credit
      worthiness.

      Fixed maturities available for sale were sold during 1997 with proceeds
      of $457,585 and gross realized gains and losses of $6,639 and $7,518,
      respectively.  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.

      At December 31, 1997, bonds carried at $14,351 were on deposit with
      various states as required by law.

      At December 31, 1997, investments in fixed maturities comprised 83
      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 $2.7 billion which are rated by American
      Express Financial Corporation internal analysts using criteria similar
      to Moody's and S&P.  A summary of investments in fixed maturities, at
      amortized cost, by rating on December 31 is as follows:
 
          Rating                   1997            1996
       ---------                 ---------      ---------
       Aaa/AAA                $ 9,195,619     $ 9,460,134
       Aaa/AA                          --           2,870
       Aa/AA                      232,451         241,914
       Aa/A                       246,792         192,631
       A/A                      2,787,936       2,949,895
       A/BBB                    1,200,345       1,034,661
       Baa/BBB                  5,226,616       4,531,515
       Baa/BB                     475,084         768,285
       Below investment grade   2,465,637       2,063,096
                                ---------       ---------
                              $21,830,480     $21,245,001
                               ==========      ==========

      At December 31, 1997, 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 one percent of the Company's  total
      investments in fixed maturities.

      At December 31, 1997, approximately 14 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:


<PAGE>

                                 December 31, 1997          December 31, 1996
                              ------------------------   -----------------------
                              On Balance   Commitments   On Balance  Commitments
           Region               Sheet      to Purchase     Sheet     to Purchase
       -------------          ----------   ------------  ----------  -----------
       East North Central   $  748,372     $  32,462    $  777,960     $  19,358
       West North Central      456,934        14,340       389,285        29,620
       South Atlantic          922,172        14,619       891,852        35,007
       Middle Atlantic         545,601        15,507       553,869        17,959
       New England             316,250         2,136       310,177        14,042
       Pacific                 184,917         3,204       190,770         4,997
       West South Central      125,227            --       105,173        11,246
       East South Central       60,274            --        75,176            --
       Mountain                297,545        28,717       236,597        11,401
                             ---------       -------     ---------       -------
                             3,657,292       110,985     3,530,859       143,630
       Less allowance for
       losses                   38,645            --        37,495            --
                             ---------       -------     ---------       -------
                            $3,618,647      $110,985    $3,493,364      $143,630
                             =========       =======     =========       =======

<PAGE>


2.    Investments (continued)
      -----------

                                 December 31, 1997          December 31, 1996
                            ------------------------   -------------------------
                            On Balance   Commitments   On Balance    Commitments
         Property type         Sheet     to Purchase      Sheet      to Purchase
       ---------------      ----------   -----------   ----------    -----------
       Department/retail    
       stores              $1,189,203      $  27,314    $1,154,179     $  68,032
       Apartments           1,089,127         16,576     1,119,352        23,246
       Office buildings       716,729         34,546       611,395        27,653
       Industrial buildings   295,889         21,200       296,944         6,716
       Hotels/motels          101,052             --        97,870         6,257
       Medical buildings       99,979          9,748        67,178         8,289
       Nursing/retirement
       homes                   72,359             --        88,226         1,877
       Mixed Use               71,007             --        73,120            --
       Other                   21,947          1,601        22,595         1,560
                            ---------        -------     ---------        ------
                            3,657,292        110,985     3,530,859       143,630
       Less allowance for
       losses                  38,645             --        37,495            --
                             ---------       -------     ---------       -------
                           $3,618,647       $110,985    $3,493,364      $143,630
                            =========        =======     =========       =======

      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 it 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 December 31, 1997 and 1996, the Company's recorded investment in
      impaired loans was $45,714 and $79,441, respectively, with allowances
      of $9,812 and $16,162, respectively.  During 1997 and 1996, the average
      recorded investment in impaired loans was $61,870 and $74,338,
      respectively.

      The Company recognized $2,981, $4,889 and $5,014 of interest income
      related to impaired loans for the years ended December 31, 1997, 1996
      and 1995 respectively.


<PAGE>

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

                                          1997          1996        1995 
                                         ------        ------      ------ 
       Balance, January 1               $37,495       $37,340     $35,252
       Provision for investment losses    8,801        10,005      15,900
       Loan payoffs                      (3,851)       (4,700)    (11,900)
       Foreclosures                      (3,800)       (5,150)     (1,350)
       Other                                 --            --        (562)
                                         ------        ------      -------

       Balance, December 31             $38,645       $37,495     $37,340
                                         ======        ======      ======

      At December 31, 1997, the Company had commitments to purchase
      investments other than mortgage loans for $234,485.  Commitments to
      purchase investments are made in the ordinary course of business.  The
      fair value of these commitments is $nil.


<PAGE>

2.    Investments (continued)
      -----------

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

                                            1997           1996         1995
                                          ---------      ---------    ---------
       Interest on fixed maturities      $1,692,481     $1,666,929   $1,656,136
       Interest on mortgage loans           305,742        283,830      232,827
       Other investment income               25,089         43,283       35,936
       Interest on cash equivalents           5,914          5,754        5,363
                                          ---------      ---------    ---------
                                          2,029,226      1,999,796    1,930,262
       Less investment expenses              40,837         34,434       22,953
                                          ---------      ---------    ---------
                                         $1,988,389     $1,965,362   $1,907,309
                                          =========      =========    =========

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

                                     1997         1996         1995
                                    ------        -----        -----
       Fixed maturities           $ 16,115      $ 8,736     $  9,973
       Mortgage loans               (6,424)      (8,745)     (13,259)
       Other investments            (8,831)        (150)      (1,612)
                                   -------        -----      -------
                                  $    860      $  (159)    $ (4,898)
                                   =======        ======       ======

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

                                      1997           1996         1995 
                                     -------        -------      ------- 
       Fixed maturities available
         for sale                   $223,441      $(231,853)    $811,649
       Equity securities                  53            (52)       3,118

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.

      The income tax expense consists of the following:

                                    1997           1996         1995
       Federal income taxes:
       Current                    $176,879       $260,357     $218,040
       Deferred                     19,982        (65,609)     (33,810)
                                   -------        --------     -------
                                   196,861        194,748      184,230
       State income taxes-current    9,803         12,390       11,612
                                   -------        -------      -------
       Income tax expense         $206,664       $207,138     $195,842
                                   =======        =======      =======


<PAGE>

3.    Income taxes (continued)
      ------------

      Increases (decreases) to the federal tax provision applicable to pretax
      income based on the statutory rate are attributable to:
<TABLE>
<CAPTION>

                                     1997               1996               1995
                               ----------------    ---------------   ---------------
                               Provision   Rate    Provision  Rate   Provision  Rate
                               ---------   ----    ---------  ----   ---------  ----
<S>                             <C>        <C>      <C>       <C>     <C>       <C>  
      Federal income
        taxes based on
        the statutory rate      $238,319   35.0%    $217,600  35.0%   $196,274  35.0%
      Increases (decreases)
      are attributable to:
      Tax-excluded interest
        and dividend income      (10,294)  (1.5)      (9,636) (1.5)     (8,524) (1.5)
      State Taxes, net of federal
         benefit                   6,372    0.9        8,053   1.3       7,548   1.3
      Low income housing
        credits                  (20,705)  (3.0)      (5,090) (0.8)       (861) (0.2)
      Other, net                  (7,028)  (1.0)      (3,789) (0.7)      1,405   0.3
                                 -------   -----     -------  ----     -------  ----
      Federal income taxes      $206,664   30.4%    $207,138  33.3%   $195,842  34.9%
                                 =======   ====      =======  ====     =======  ====
</TABLE>

      A portion of life insurance company income earned prior to 1984 was not
      subject to current taxation but was accumulated, for tax purposes, in a
      policyholders' surplus account.  At December 31, 1997, 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.

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

                                                  1997          1996
                                                  ----          ----
       Deferred tax assets:
       Policy reserves                          $748,204      $724,412
       Life insurance guarantee
          fund assessment reserve                 20,101        29,854
       Other                                       9,589         2,763
                                                 -------       -------
       Total deferred tax assets                 777,894       757,029
                                                 -------       -------


<PAGE>

       Deferred tax
       liabilities:
       Deferred policy acquisition costs        700,032      665,685
       Unrealized gain on investments           121,885       48,486
       Investments, other                        17,559        8,935
                                                -------      -------
       Total deferred tax liabilities           839,476      723,106
                                                -------      -------
       Net deferred tax (liabilities) assets   $(61,582)    $ 33,923
                                                 ======       ======

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


<PAGE>

4.    Stockholder's equity
      --------------------

      Retained earnings available for distribution as dividends to the parent
      are limited to the Company's surplus as determined in accordance with
      accounting practices prescribed by state insurance regulatory
      authorities.  Statutory unassigned surplus aggregated $1,468,677 as of
      December 31, 1997 and $1,261,592 as of December 31, 1996 (see Note 3
      with respect to the income tax effect of certain distributions).  In
      addition, any dividend distributions in 1998 in excess of approximately
      $331,480 would require approval of the Department of Commerce of the
      State of Minnesota.

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

                                           1997          1996          1995
                                        ----------    ----------    ----------
       Statutory net income             $  379,615    $  365,585    $  326,799
       Statutory capital and surplus     1,765,290     1,565,082     1,398,649
       surplus

5.    Related party transactions
      --------------------------

      The Company loans funds to American Express Financial Corporation under
      a collateral loan agreement.  The balance of the loan was $nil and
      $11,800 at December 31, 1997 and 1996, 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.  Interest income on related party loans totaled
      $103, $780 and $1,371 in 1997, 1996 and 1995, respectively.

      The Company purchased a five year secured note from an affiliated
      company which was redeemed in 1996.  The interest rate on the note was
      8.42 percent.  Interest income on the above note totaled $1,637 and
      $1,937 in 1996 and 1995, respectively.
 
      The Company participates in the American Express Company Retirement
      Plan which covers all permanent employees age 21 and over who have met
      certain employment requirements.  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 $201, $174
      and $155 in 1997, 1996 and 1995, 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 1997,
      1996 and 1995 were $1,245, $990 and $815, respectively.


<PAGE>

      The Company participates in defined benefit health care plans of AEFC
      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 AEFC.  AEFC 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.


<PAGE>

5.    Related party transactions (continued)
      --------------------------

      Charges by AEFC for use of joint facilities, marketing services and
      other services aggregated $414,155, $397,362 and $377,139 for 1997,
      1996 and 1995, respectively.  Certain of these costs are included in
      deferred policy acquisition costs.  In addition, the Company rents its
      home office space from AEFC on an annual renewable basis.

6.    Commitments and contingencies
      -----------------------------

      At December 31, 1997 and 1996, traditional life insurance and universal
      life-type insurance in force aggregated $74,730,720 and $67,274,354,
      respectively, of which $4,351,904 and $3,875,921 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 $60,495, $48,250 and $39,399 and reinsurance recovered from
      reinsurers amounted to $19,042, $15,612, and $14,088 for the years
      ended December 31, 1997, 1996 and 1995, respectively.  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,
      AEFC.  A second action was filed in March, 1997.  The plaintiffs
      purport to represent a class consisting of all persons who replaced
      existing Company policies with new Company policies from and after
      January 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.  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.

      The IRS routinely examines the Company's federal income tax returns,
      and is currently auditing the Company's returns for the 1990 through
      1992 tax years. Management does not believe there will be a material
      adverse effect on the Company's consolidated financial position as a
      result of this audit.

7.    Lines of credit
      ---------------

      The Company has an available line of credit with its parent aggregating
      $100,000.  The rate for the line of credit is the parent's cost of
      funds, ranging from 20 to 45 basis points over the established index.
      Borrowings outstanding under this agreement were $nil at
      December 31, 1997 and 1996.


<PAGE>

8.    Derivative financial instruments
      --------------------------------

      The Company enters into transactions involving derivative financial
      instruments to manage its exposure to interest rate risk and equity
      market 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.


<PAGE>

8.    Derivative financial instruments (continued)
      --------------------------------

      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 or
      equity market index.  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 risk related to
      derivative financial instruments through established approval
      procedures, including setting concentration limits by counterparty, 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 risk related to interest rate caps and floors and index options
      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 risk.

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

                                 Notional     Carrying      Fair    Total Credit
       December 31, 1997          Amount       Amount       Value     Exposure
       -----------------         --------     --------      -----   ------------
       Assets:
         Interest rate caps   $ 4,600,000    $ 24,963    $ 15,665    $ 15,665
         Interest rate floors   1,000,000       1,561       4,551       4,551
         Put index options        221,984      11,120      11,120      11,120
       Liabilities:
         Call index options       221,984      (8,273)     (8,273)         --
       Off balance sheet:
         Interest rate swaps    1,267,000          --     (45,799)         --
                                ---------      ------      ------      ------
                                              $29,371    $(22,736)    $31,336
                                               ======      ======      ======

                                 Notional      Carrying     Fair    Total Credit
       December 31, 1996          Amount        Amount      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
       Off balance sheet:
         Interest rate swaps    1,000,000         --       (24,715)        --
                                ---------     ------       --------    ------
                                             $18,268      $(12,935)   $11,780
                                              ======        ======     ======


<PAGE>

      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 1998 to 2003.  The interest rate
      swaps expire on various dates from 2000 to 2003.  All put and call
      options expire in 1998.

      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.


<PAGE>

8.    Derivative financial instruments (continued)
      --------------------------------

      Index options are used to manage the equity market risk related to the
      fee income that the Company receives from its separate accounts and the
      underlying mutual funds.  The amount of the fee income received is
      based upon the daily market value of the separate account and mutual
      fund assets.  As a result, the Company's fee income could be impacted
      significantly by changing economic conditions in the equity market.
      The Company entered into index option collars (combination of puts and
      calls) to hedge anticipated fee income for 1998 related to separate
      accounts and mutual funds which invest in equity securities. Testing
      has demonstrated the impact of these instruments on the income
      statement closely correlates with the amount of fee income the Company
      realizes.  In the event that testing demonstrates that this correlation
      no longer exists, or in the event the Company disposes of the index
      options collars, the instruments will be marked-to-market through the
      income statement.  At December 31, 1997, deferred gains on purchased
      put index options were $11,120 and deferred losses on written call
      index options were $8,273.

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 and liabilities is significant.  The fair value of the
      Company, therefore, cannot be estimated by aggregating the amounts
      presented.
<TABLE>
<CAPTION>

                                                 1997                         1996
                                         ------------------          ---------------------
                                         Carrying      Fair          Carrying        Fair
       Financial Assets                   Amount       Value          Amount         Value
       ----------------                  --------     ------         -------         -----
<S>                                    <C>          <C>            <C>          <C>        
       Investments:
         Fixed maturities (Note 2):
           Held to maturity            $9,315,450   $9,743,410     $10,236,379  $10,521,650
           Available for sale          12,876,694   12,876,694      11,146,845   11,146,845
         Mortgage loans on
           real estate (Note 2)         3,618,647    3,808,570       3,493,364    3,606,077
         Other:
           Equity securities (Note 2)       3,361        3,361           3,308        3,308
           Derivative financial
             instruments (Note 8)          37,644       31,336          18,268       11,780
           Other                           82,347       85,383          63,993       66,242
       Cash and
         cash equivalents (Note 1)         19,686       19,686         224,603      224,603
       Separate account assets
         (Note 1)                      23,214,504   23,214,504      18,535,160   18,535,160


<PAGE>

       Financial Liabilities
         Future policy benefits
           for fixed annuities         20,731,052   19,882,302      20,641,986   19,721,968
           Derivative financial
             instruments (Note 8)          (8,273)     (54,072)             --      (24,715)
         Separate account liabilities  21,488,282   20,707,620      17,358,087   16,688,519
</TABLE>



<PAGE>

9.    Fair values of financial instruments (continued)
      ------------------------------------

      At December 31, 1997 and 1996, the carrying amount and fair value of
      future policy benefits for fixed annuities exclude life
      insurance-related contracts carried at $1,185,155 and $1,112,155,
      respectively, and policy loans of $93,540 and $83,867, respectively.
      The fair value of these benefits is based on the status of the
      annuities at December 31, 1997 and 1996.  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
      1997 and 1996.

      At December 31, 1997 and 1996, 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 $1,726,222 and $1,177,073, 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
      December 31, 1997, 1996 and 1995 and total assets at December 31, 1997,
      1996 and 1995 by segment are summarized as follows:

<TABLE>
<CAPTION>

                                               1997           1996            1995
<S>                                       <C>            <C>             <C>        
       Net investment income:
       Life, disability income
         and long-term care insurance     $   269,874    $   262,998     $   256,242
       Annuities                            1,718,515      1,702,364       1,651,067
                                            ---------      ---------       ---------
                                          $ 1,988,389    $ 1,965,362     $ 1,907,309
                                            =========      =========       =========
       Premiums, charges and fees:
       Life, disability income
         and long-term care insurance     $   514,838    $   448,389     $   384,008
       Annuities                              374,274        308,873         249,557
                                              -------        -------         -------
                                          $   889,112    $   757,262     $   633,565
                                              =======        =======         =======
       Income before income taxes:
       Life, disability income
         and long-term care insurance     $   178,717    $   161,115     $   125,402
       Annuities                              501,334        460,758         440,278
       Net gain (loss) on investments             860           (159)         (4,898)
                                              -------        -------         -------
                                          $   680,911    $   621,714     $   560,782
                                              =======        =======         =======

<PAGE>

       Total assets:
       Life, disability income
         and long-term care insurance     $ 8,193,796    $ 7,028,906     $ 6,195,870
       Annuities                           44,780,328     40,277,075      36,704,208
                                           ----------     ----------      ----------
                                          $52,974,124    $47,305,981     $42,900,078
                                           ==========     ==========      ==========
</TABLE>


<PAGE>

      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.

11.   Year 2000 Issue (unaudited)
      ---------------

      The Year 2000 issue is the result of computer programs having been
      written using two digits rather than four to define a year.  Any
      programs that have time-sensitive software may recognize a date using "00"
      as the year 1900 rather than 2000.  This could result in the failure of
      major systems or miscalculations, which could have a material impact on 
      the operations of the Company.  All of the systems used by the Company are
      maintained by AEFC and are utilized by multiple subsidiaries and
      affiliates of AEFC.  The Company's business is heavily dependent
      upon AEFC's computer systems and has significant interactions with
      systems of third parties.

      A comprehensive review of AEFC's computer systems and business
      processes, including those specific to the Company, has been conducted to
      identify the major systems that could be affected by the Year 2000
      issue.  Steps are being taken to resolve any potential problems including
      modification to existing software and the purchase of new software.  These
      measures are scheduled to be completed and tested on a timely basis.
      AEFC's goal is to complete internal remediation and testing of each
      system by the end of 1998 and to continue compliance efforts through
      1999.

      AEFC is evaluating the Year 2000 readiness of advisors and other third
      parties whose system failures could have an impact on the Company's
      operations.  The potential materiality of any such impact is not known at
      this time.



<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 IDS Life Insurance  Company  requires 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 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.

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

<PAGE>

    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

         1. - 2.      Not applicable.

         3.1          Copy of Certificate of Incorporation of IDS Life Insuranc
                      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 Non-tax qualified Group Annuity Contract, Form
                      33111, filed electronically as Exhibit 4.1 to Registratio
                      Statement No. 333-42793 is incorporated herein by
                      reference.

         4.2          Copy of Non-tax qualified Group Annuity Certificate,
                      Form 33114, filed electronically as Exhibit 4.2 to
                      Registration Statement No. 333-42793 is incorporated
                      herein by reference.

         4.3          Copy of Tax qualified Group Annuity Contract, Form 33112,
                      filed electronically as Exhibit 4.3 to Registration
                      Statement No. 333-42793 is incorporated herein by
                      reference.
<PAGE>

         4.4          Copy of Tax qualified Group Annuity Certificate, Form
                      33115, filed electronically as Exhibit 4.4 to Registration
                      Statement No. 333-42793 is incorporated herein by
                      reference.

         4.5          Copy of Group IRA Annuity Contract, Form 33113, filed
                      electronically as Exhibit 4.5 to Registration Statement
                      No. 333-42793 is incorporated herein by reference.

         4.6          Copy of Group IRA Annuity Certificate, Form 33116, filed
                      electronically as Exhibit 4.6 to Registration Statement
                      No. 333-42793 is incorporated herein by reference.

         5.           Copy of Opinion of Counsel regarding legality of
                      Contracts, filed electronically  herewith.

         6. - 20.     Not applicable.

         21.          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.

         22.          Not applicable.

         23.          Consent of Independent Auditors, filed electronically
                      herewith.

         24.1         Power of Attorney, dated August 19, 1997, filed
                      electronically as Exhibit 25 to Registration Statement
                      No. 333-42793 is incorporated herein by reference.

         24.2         Power of Attorney, dated April 9, 1998, filed
                      electronically herewith.

         25. - 27.    Not applicable.

(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 5, 1998.

         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.
<PAGE>
Item 17. Undertakings

A.       The Registrant undertakes:

         (1)    to file, during any period in which offers or sales are being
                made, a post-effectiveamendment to this Registration Statement:

                  (i)    to include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933,

                  (ii)   to reflect in the prospectus any facts or events
                         arising after the effective date of the Registration
                         Statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a  fundamental change in the information se
                         forth in the Registration Statement,

                  (iii)  to include any material information with respect to
                         the plan of distribution not previously disclosed in
                         the Registration Statement or any material change to
                         such information in the Registration Statement,

         (2)    that, for the purpose of determining any liability under the
                Securities Act of 1933, each such post-effective amendment shal
                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, and

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

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, the Registrant
     has duly caused this  Registration  Statement to be signed on its behalf by
     the undersigned, thereunto duly authorized in this City of Minneapolis, and
     State of Minnesota on the 14th day of April, 1998.

                                    IDS Life Insurance Company
                                    (Registrant)

                            By /s/  James A. Mitchell*
                                    James A. Mitchell, Chief Executive Officer


     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 14th day of April, 1998.

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/  Jeffrey S. Horton**                  Vice President and Treasurer
     Jeffrey S. Horton

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

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

/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/  Philip C. Wentzel**                  Vice President and Controller
     Philip C. Wentzel

     *Signed  pursuant  to  Power of  Attorney  dated  August  19,  1997,  filed
     electronically  as Exhibit 25 to Registration  Statement No.  333-42793 for
     IDS Life Insurance Company (IDS Life Account MGA).

     **Signed  pursuant  to  Power  of  Attorney  dated  April  9,  1998,  filed
     electronically herewith as Exhibit 24.2 for IDS Life Insurance Company (IDS
     Life Account MGA).

By:


___________________________________
Bruce A. Kohn

<PAGE>



<PAGE>

Report of Independent Auditors


The Board of Directors
IDS Life Insurance Company

We have audited the  financial  statements of IDS Life  Insurance  Company as of
December 31, 1997 and 1996,  and for each of the three years in the period ended
December  31, 1997 and have  issued our report  thereon  dated  February 5, 1998
(included  elsewhere in this Registration  Statement).  Our audits also included
the financial  statement  schedules listed in the index of financial  statement
schedules  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  statements  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
February 5, 1998
Minneapolis, Minnesota



<PAGE>

<TABLE>
<CAPTION>
IDS LIFE INSURANCE COMPANY
SCHEDULE I - CONSOLIDATED SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES ($ thousands)
AS OF DECEMBER 31, 1997



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

Type of Investment                                 Cost                 Value        Amount at which
                                                                                       shown in the
                                                                                       balance sheet
- -----------------------------------------------------------------------------------------------------
<S>                                          <C>                     <C>           <C>           
Fixed maturities:
    Held to maturity:
        United States Government and
          government agencies and
          authorities (a)                    $    1,829,112          $ 1,846,833   $    1,829,112
        States, municipalities and
           political subdivisions                     9,684               10,252            9,684
        All other corporate bonds (b)             7,476,654            7,886,325        7,476,654
                                               ------------           ----------       ----------
              Total held to maturity              9,315,450            9,743,410        9,315,450

    Available for sale:
        United States Government and
          government agencies and
          authorities (c)                         6,798,425            6,944,942        6,944,942
        States, municipalities and
           political subdivisions                    11,045               12,393           12,393
        All other corporate bonds (d)             5,705,560            5,919,359        5,919,359
                                               ------------           ----------       ----------
              Total available for sale           12,515,030           12,876,694       12,876,694

Mortgage loans on real estate                     3,618,647            XXXXXXXXX        3,618,647
Policy loans                                        498,874            XXXXXXXXX          498,874
Other investments                                   318,591            XXXXXXXXX          318,591
                                               ------------                            ----------

              Total investments              $   26,266,592          $ XXXXXXXXX     $ 26,628,256
                                               ============           ==========       ==========

(a) - Includes mortgage-backed securities with a cost and market value of $1,787,180 and $1,801,952,
           respectively.
(b) - Includes mortgage-backed securities with a cost and market value of $196,008 and $199,301,
           respectively.
(c) - Includes mortgage-backed securities with a cost and market value of $6,733,134 and $6,875,498,
           respectively.
(d) - Includes mortgage-backed securities with a cost and market value of $397,431 and $408,667,
           respectively.
</TABLE>
<PAGE>


<TABLE>
<CAPTION>
IDS LIFE INSURANCE COMPANY
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION ($
thousands)
FOR THE YEAR ENDED DECEMBER 31, 1997

    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>               
Annuities       $ 1,453,441  $ 22,009,747 $      -    $ 35,007  $       -  $1,718,515   $  1,720     $229,729     $262,680       N/A



Life, DI, and
Long-term Care
Insurance         1,026,136     4,027,289        -     33,338     206,494     269,874    209,955       93,002       13,916       N/A


- -----------------------------------------------------------------------------------------------------------------------------------
Total           $ 2,479,577  $ 26,037,036 $      -    $ 68,345  $ 206,494 $ 1,988,389  $ 211,675     $322,731     $276,596       N/A

- -----------------------------------------------------------------------------------------------------------------------------------
*Allocations of net investment income and other operating expenses are based on various assumptions and estimates.

</TABLE>
<PAGE>


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

    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>               
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

- ------------------------------------------------------------------------------------------------------------------------------------
*Allocations of net investment income and other operating expenses are based on various assumptions and estimates.

</TABLE>

<PAGE>

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

    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>                
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

- ------------------------------------------------------------------------------------------------------------------------------------
*Allocations of net investment income and other operating expenses are based on various assumptions and estimates.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

IDS LIFE INSURANCE COMPANY
SCHEDULE IV - REINSURANCE ($ thousands)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
- --------------------------------------------------------------------------------------------------
         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, 1997
 
Life insurance in force  $ 73,119,122   $ 4,351,904    $ 1,611,596    $ 70,378,814    2.29%
- -------------------------------------------------------------------------------------------
 
Premiums:
  Life insurance         $     55,094   $     3,124    $       503    $     52,473    0.96%
  DI & LTC insurance          196,799        42,778             --         154,021    0.00%
- -------------------------------------------------------------------------------------------
Total premiums           $    251,893   $    45,902    $       503    $    206,494    0.24%
- -------------------------------------------------------------------------------------------
 
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%
- -------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
IDS LIFE INSURANCE COMPANY
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS ($ thousands)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
- ------------------------------------------------------------------------------------------------------  
      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, 1997
- ----------------------------
Reserve for Mortgage Loans    $37,495         $8,801            $0             $7,651        $38,645
Reserve for Other Investments $3,963          $2,100            $0                 $0         $6,063
 
For the year ended
  December 31, 1996
- ----------------------------
Reserve for Mortgage Loans    $37,340        $10,005            $0             $9,850        $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        $15,900            $0            $13,812       $37,340
Reserve for Other Investments $7,515         ($2,802)           $0                 $0        $4,713
 
 
* 1997, 1996 and 1995 amounts represent $7,651, $9,850, and $13,812, respectively, for loan
  payoffs and foreclosures.
</TABLE>



IDS LIFE INSURANCE COMPANY
IDS LIFE ACCOUNT MGA
PORTFOLIO GUARANTEED TERM ANNUITY

EXHIBIT INDEX

EXHIBIT 5:     OPINION OF COUNSEL

EXHIBIT 23:    CONSENT OF INDEPENDENT AUDITORS

EXHIBIT 24.2   POWER OF ATTORNEY, DATED APRIL 9, 1998


April 14, 1998



IDS Life Insurance Company
IDS Tower 10
Minneapolis, Minnesota 55440-0010

RE:      Registration Statement on Form S-1
         File No. 333-42793

Ladies and Gentlemen:

I am familiar with the establishment of IDS Life Account MGA (the "Account"), a
non-unitized separate account of IDS Life Insurance Company (the "Company"),
established by the Company's Board of Directors according to applicable
insurance law. I also am familiar with the above-referenced Registration
Statement filed by the Company on behalf of the Account with the Securities and
Exchange Commission.

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

1.       The Company is duly incorporated, validly existing and in good standing
         under applicable state law and is duly licensed or qualified to do
         business in each jurisdiction where it transacts business. The Company
         has all corporate powers required to carry on its business and to issue
         the contracts.

2.       The Account validly exists pursuant to Minnesota law.

3.       The contracts, when issued, offered and sold in accordance with the
         prospectus contained in the Registration Statement and in compliance
         with applicable law, will be legally issued and represent binding
         obligations of the Company in accordance with their terms.

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

Sincerely,


_______________________________________________
William A. Stoltzmann
Vice President, General Counsel and Secretary



                         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 5, 1998 with respect to the consolidated
financial statements and schedules of IDS Life Insurance Company included in
Pre-Effective Amendment No. 1 to the Registration Statement (Form S-1, No.
333-42793) and related Prospectus of IDS Life Account MGA for the registration
of market value adjusted annuity contract interests to be offered by IDS Life
Insurance Company.




Ernst & Young LLP
Minneapolis, Minnesota
April 14, 1998


                           IDS LIFE INSURANCE COMPANY
                                POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

         Each of the undersigned, as principal financial officer and controller,
respectively, 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>
<S>                                                                  <C>                   <C>

                                                                       1933 Act              1940 Act
                                                                       Reg. Number           Reg. Number
IDS Life Variable Account 10
     IDS Life Flexible Portfolio Annuity                               33-62407              811-07355
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
     IDS Life Flexible Annuity                                         33-4173               811-3217
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
     IDS Life Variable Retirement and Combination
     Retirement Annuities                                              2-73114               811-3217
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
     IDS Life Employee Benefit Annuity                                 33-52518              811-3217
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
     IDS Life Group Variable Annuity Contract                          33-47302              811-3217
IDS Life Insurance Company
     IDS Life Group Variable Annuity Contract (Fixed Account)          33-48701              N/A
IDS Life Insurance Company
     IDS Life Guaranteed Term Annuity                                  33-28976              N/A
IDS Life Insurance Company
     IDS Life Flexible Payment Market Value Annuity                    33-50968              N/A
IDS Life Insurance Company
     Portfolio Guaranteed Term Annuity                                 333-42793             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
     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 his attorney-in-fact and agent, to sign for him in
his name, place and stead any and all filings, applications (including
applications for exemptive relief), periodic reports, registration statements
for existing or future products of existing separate accounts (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 9th day of April, 1998.




/s/  Jeffrey S. Horton                                        April 8, 1998
- ------------------------------------
     Jeffrey S. Horton
     Vice President, Treasurer
     and Assistant Secretary




/s/  Philip C. Wentzel                                        April 9, 1998
- ------------------------------------
     Philip C. Wentzel
     Vice President and Controller


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