IDS LIFE INSURANCE CO
POS AM, 1998-04-15
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<PAGE>
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                                FORM S-1
                     POST-EFFECTIVE AMENDMENT NO. 7
                 TO REGISTRATION STATEMENT No. 33-50968

                                  Under

                       The Securities Act of 1933


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

                                Minnesota
- -------------------------------------------------------------------------
     (State or other jurisdiction of incorporation or organization)

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

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

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

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

It is proposed that this filing become effective on May 1, 1998.

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

- ------------------------------------ ----------------- ----------------------- ----------------------- -------------------
                                                                                     Proposed
Title of each class                                          Proposed                maximum
of securities to be                  Amount to be      maximum offering        aggregate offering         Amount of
     registered                         registered         price per unit                price         registration fee
- ------------------------------------ ----------------- ----------------------- ----------------------- -------------------
<S>                                  <C>               <C>                     <C>                     <C> 
Interests in a flexible                   N/A
premium group market
value annuity contract
and individual market
value annuity contracts
for non-tax qualified
purchases.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                               IDS LIFE ACCOUNT MGA
                                       GROUP AND INDIVIDUAL FLEXIBLE PREMIUM
                                     MARKET VALUE ANNUITY CONTRACTS ISSUED BY
                                            IDS LIFE INSURANCE COMPANY

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

Form S-1 Item Number and Caption                                           Location in Prospectus
<S>      <C>                                                               <C>
1.       Forepart of the Registration Statement
         and Outside Front Cover Page of Prospectus........................     Outside Front Cover

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

3.       Summary Information, Risk Factors
         and Ratio of Earnings to Fixed Charges............................     The Flexible Payment Market Value
                                                                                Annuity in brief, Not Applicable

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

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

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

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

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

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

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

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

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


                                     PART I.

                       INFORMATION REQUIRED IN PROSPECTUS

               Attached hereto and made a part hereof is the Prospectus.
<PAGE>
IDS Life Flexible Payment Market Value Annuity
Prospectus, May 1, 1998

This prospectus describes interests in a flexible premium group market value
annuity contract and individual market value annuity contracts offered by IDS
Life Insurance Company (IDS Life) to the general public for non-tax qualified
and tax qualified purchases. Participation in a group contract will be accounted
for separately by the issuance of a certificate showing the owner's interest
under the group contract. Participation in an individual contract is shown by
the issuance of an individual annuity contract. The certificate and the
individual contract are both referred to as the "contract."

IDS Life may offer this contract to fund retirement programs that qualify under
the following sections of the Internal Revenue Code of 1986, as amended (the
Code): (1) plans qualified under Section 401 of the Code (including 401(k)); (2)
Tax-Sheltered Annuity (TSA) 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 eligible under Section 457 of the Code.

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

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

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

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

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

The minimum guaranteed rate is 3%.
<PAGE>
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                                                   Page

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


The Flexible Payment Market Value Annuity in brief

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

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

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

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

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


<PAGE>



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

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

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

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

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

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

Key terms

These terms can help you understand details about your annuity:

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


<PAGE>



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

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

Cash surrender value - The market adjusted value less any applicable surrender
charge. 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 date from which contract anniversaries, contract years and
contract months are determined.

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

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

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

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

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

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

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


<PAGE>



Settlement - The application of contract value to provide annuity payments. If
the settlement date is not the last day of a guarantee period, IDS Life applies
the market adjusted value of the contract. On the last day of a guarantee
period, IDS Life applies the accumulation value of the contract.

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

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

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

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

Description of contracts

General

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

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

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

Application and purchase payment

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


<PAGE>



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

A payment is credited to a contract on the date IDS Life receives a properly
completed application at our 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.

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

Right to cancel

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

Guarantee periods

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

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



<PAGE>



Example of guarantee rate:

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

        Interest credited     Cumulative interest
Year       during year      credited to the account     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

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

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

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

IDS Life will mail the owner a notice twenty-one calendar days before the
guarantee period ends to remind the owner to select a new guarantee period. If
IDS Life does not receive the written selection request within ten calendar days
after the guarantee period ends, the new guarantee period will be one year. The
new guarantee period will never extend beyond the settlement date. For example,
if the annuitant is age 82 at the end of a guarantee period and the settlement
date is the annuitant's age 85, a three-year guarantee period is the maximum
guarantee period that may be selected under the contract.
<PAGE>
The accumulation value transferred to the new subaccount is guaranteed by IDS
Life's general assets and will earn interest at a guarantee rate that IDS Life
has declared for the guarantee period. This guarantee rate may be higher or
lower than previous guarantee rates. IDS Life may declare new schedules of
guaranteed interest rates as frequently as daily.

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

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

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

Surrenders, free withdrawals and systematic withdrawals

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

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

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

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

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

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

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

Systematic withdrawals may result in taxes, tax penalties and 20% income tax
withholding being applied to all or a portion of the amount withdrawn. The owner
should consult a tax advisor regarding the tax consequences of systematic
withdrawals.
<PAGE>
Partial surrenders: Unless we agree otherwise, the minimum contract accumulation
value the owner may surrender is $1,000 (except for free withdrawal amounts and
systematic withdrawals as explained above).

The minimum balance in a subaccount after surrender is $1,000.

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

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

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

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

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

NOTE:  The  owner  will be  charged  a fee if he or she  requests  express  mail
delivery of the surrender check.
<PAGE>
Surrender charge

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

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

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

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

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

o        exercise of the cancellation right;

o        free withdrawal amounts;

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

o        transfers between subaccounts;

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

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

o        death benefits.


<PAGE>



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

Transfers

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

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

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

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

Market value adjustment

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

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

The market adjusted value is the subaccount accumulation value (in excess of the
free withdrawal amount) adjusted by the market value adjustment, plus the free
withdrawal amount. Upon surrender a subaccount's market adjusted value may be
greater than the contract's accumulation value, equal to it or less than it
depending on how the guaranteed interest rate on the contract compares to the
interest rate of a new Flexible Payment Market Value Annuity for the same number
of years as the guarantee period remaining on the contract.


<PAGE>



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

- -------------------------------------------- -------------------------------
                                             The market adjusted
If the annuity rate is:                      value will be:

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

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

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

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

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

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

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

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

o      Subtracting the accumulation value from the market adjusted value.

Market adjusted value formula:

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

AVc    =    the subaccount accumulation value to be surrendered or transferred

FWA    =    the lesser of AVc or free withdrawal amount

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

ig       =      the subaccount guarantee rate

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

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

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

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

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

o        exercise of the cancellation right;

o        free withdrawal amounts;

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

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

o        death benefits.

Premium taxes

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

Death benefit prior to settlement

If the annuitant or owner dies before the settlement date while the contract is
in force, the death benefit payable to the beneficiary will equal the
accumulation value as determined at the next close of business after IDS Life's
death claim requirements are fulfilled.
<PAGE>
If the spouse is sole beneficiary or joint owner: Unless the owner has given IDS
Life other written instructions, if the owner or joint owner dies before the
settlement date and the spouse is the only beneficiary or joint owner with a
right of survivorship, the spouse may keep the contract as owner. To do this,
the spouse must, within 60 days after IDS Life receives proof of death, give IDS
Life written instructions to keep the contract in force.

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

Paying the beneficiary: Unless the owner has given other written instructions,
IDS Life will pay the beneficiary in a single payment. Payment from a tax
qualified contract (except an IRA, 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. The beneficiary may elect to receive this
payment at any time within 5 years after the date of death. Instead of a single
payment, IDS Life may make payments under any annuity payment plan available
under this contract if:

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

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

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

Death benefit after settlement

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

Statement

Prior to the settlement date, at least annually, IDS Life will send a statement
showing a summary of the contract.
<PAGE>
Electing the settlement date and annuity payment plan

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

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

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

o        the 10th contract anniversary.

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

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

o        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

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

If the owner is 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.

Annuity payment plans: On the settlement date, the owner may receive a lump sum
payment of the surrender value (see Surrenders, free withdrawals and systematic
withdrawals) or begin receiving annuity payments. If a lump sum payment is made
from a tax qualified contract (except an IRA, SIMPLE IRA, SEP or Section 457
plan), 20% income tax withholding may apply. There are different ways to receive
annuity payments called payment plans. The owner may elect one of these payment
plans, or another payment arrangement to which IDS Life agrees, by giving IDS
Life written notice at least 30 days before the settlement date. In the absence
of an election, IDS Life will make annuity payments according to Plan B with
payments guaranteed for ten years.
<PAGE>
If the amount to be applied to a payment plan is not at least $2,000 or if
payments are to be made to other than a natural person, IDS Life has the right
to make a lump sum payment of the surrender value.

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

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

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

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

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

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

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

o        the annuitant's age; and

o        the annuity payment plan selected.

The tables for Plans A, B, C and D are based on the "1983 Individual Annuitant
Mortality Table A" and an assumed rate of 4% per year. The table for Plan E is
based on an interest rate of 4%. IDS Life may, at its discretion, if mortality
appears more favorable and interest rates justify, apply other tables that will
result in higher monthly payments.
<PAGE>
Restrictions for some tax qualified plans: If the owner purchased a tax
qualified annuity, the owner must elect a payment plan that provides for
payments:

o        during the life of the annuitant;

o        during the joint lives of the annuitant and beneficiary;

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

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

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

Amendment, distribution and assignment of contracts

Amendment of contracts

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

Distribution of contracts

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

Assignment of contracts

The owner may change ownership of the contract at any time by filing a change of
ownership with IDS Life at its corporate office. No change of ownership will be
binding upon IDS Life until it receives and records the change. IDS Life takes
no responsibility for the validity of the change. If the contract is purchased
under a tax qualified plan, the contract may not be sold, assigned, transferred,
discounted or pledged as collateral for a loan or as security for the
performance of an obligation or for any other purpose to any person other than
IDS Life; provided, however, that if the owner is a trustee or custodian, or an
employer acting in a similar capacity, ownership of a contract may be
transferred to the annuitant.
<PAGE>
The value of any part of a non-tax qualified contract assigned or pledged is
taxed like a surrender to the extent allocable to investment in annuity
contracts after Aug. 13, 1982.

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

Federal tax considerations

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

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

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

A portion of each annuity payment under a non-tax qualified contract will be
subject to tax and a portion of each payment will be considered to be part of
the investment in the contract and will not be taxed. All amounts received after
the investment in the contract is recovered will be subject to tax. All annuity
payments from a tax qualified contract generally will be subject to taxation
except to the extent that the contributions were made with after-tax dollars.

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

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

The income earned on a non-tax qualified contract held by such entities as
corporations, partnerships or trusts generally will be treated as ordinary
income received during that year. However, if the trust was set up for the
benefit of a natural person only, the income will continue to be tax-deferred.
<PAGE>
If the owner receives amounts from the contract before reaching age 59-1/2, the
owner may have to pay a 10% IRS penalty on the amount includible in ordinary
income. If the owner receives amounts from a SIMPLE IRA before reaching age
59-1/2, generally the IRS 10% penalty provisions apply. However, if the owner
receives these amounts before age 59-1/2 and within the first two years of
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:

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

o        after the owner dies;

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

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

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

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

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

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

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

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

Some states also impose withholding requirements similar to the federal
withholding described above. If this should be the case, any payment from which
federal withholding is deducted may also have state withholding deducted.
<PAGE>
The withholding requirements may differ if payment is being made to a non-U.S.
citizen or if the payment is being delivered outside the United States.

If the owner receives all or part of the contract value from a tax qualified
annuity (except an IRA, 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:

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

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

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

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

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

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

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

Business

IDS Life is a stock life insurance company organized in 1957 under the laws of
the State of Minnesota. IDS Life is a wholly owned subsidiary of American
Express Financial Corporation (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.

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

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

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

   o     Debt instruments that are unrated, but which are deemed by IDS Life to
         have an investment quality within the four highest grades;
<PAGE>
   o     Other debt instruments, which are rated below investment grade, limited
         to 15% of assets at the time of purchase; and

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

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

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

Selected financial data

The following selected financial data for IDS Life and its subsidiaries should
be read in conjunction with the consolidated financial statements and notes
included in the prospectus beginning on page __.
<TABLE>
<CAPTION>
                                                     Years ended Dec. 31, (thousands)
                                          1997            1996             1995             1994             1993
<S>                                <C>              <C>             <C>               <C>             <C>           
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 investments             860           (159)          (4,898)          (4,282)          (6,737)
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>
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.


<PAGE>


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.

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.
<PAGE>
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 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.
<PAGE>
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.

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.
<PAGE>
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.

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".)
<PAGE>
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).

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.
<PAGE>
State regulation

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

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

Directors and executive officers

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

Directors*

David R. Hubers
Born in 1943

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

Richard W. Kling
Born in 1940

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

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.
<PAGE>
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.

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.
<PAGE>
<TABLE>
<CAPTION>

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

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
(10)                                                                          $12,523,043

Security ownership of management
</TABLE>
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.
<PAGE>
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

Total surrender of a subaccount

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

Assumptions:

The contract is dated January 15, 1997. The contract year is January 15 to
January 14 and the anniversary date is January 15th each year.

Subaccount P is established with a $5,000 payment on July 1, 1998. The surrender
charge percentages for Subaccount P will be:

Surrender date                          Surrender charge percentage
- --------------------------------------- -----------------------------------
7-1-98  to 1-14-99                                      7%
1-15-99 to 1-14-00                                      6
1-15-00 to 1-14-01                                      5
1-15-01 to 1-14-02                                      4
1-15-02 to 1-14-03                                      3
1-15-03 to 1-14-04                                      2
1-15-04 to 1-14-05                                      1
January 15, 2005+                                       0

The Subaccount P market adjusted value is transferred to Subaccount Q on
September 1, 1999. The above surrender charge percentage date limits do not
change even though Subaccount P transferred to Subaccount Q.

Subaccount Q is entirely surrendered November 4, 2002, when the Subaccount Q
accumulation value is $8,300. Interest rates have increased since Subaccount Q
started. The January 15, 2002 (prior contract anniversary) Subaccount Q
accumulation value was $8,000.

Assume that the November 4, 2002 market adjusted value is $8,000. This includes
the $800 free withdrawal amount (10% of the January 15, 2002 Subaccount Q
accumulation value) and an assumed ($300) negative market value adjustment due
to interest rate increases.

What is the surrender charge amount?

The $8,000 market adjusted value less the $800 free withdrawal amount is subject
to a 3% surrender charge. The surrender charge is 3% of $7,200 which is $216.
<PAGE>
What net amount does the owner receive?

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

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

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

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

Market value adjustment illustration

Assumptions:
Contract date: January 1, 1997
Subaccount established: July 1, 1997
Purchase payment: $50,000
Subaccount guarantee period: 10 years
Subaccount guarantee rate: 4.5% effective annual yield

Market value adjustment assumptions: These examples show how the market value
adjustment may affect your contract subaccount values. The surrenders in these
examples occur on July 1, 1998, one year after the subaccount is established.
There are no previous surrenders.

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

The subaccount accumulation value on January 1, 1998, the contract anniversary,
is: $50,000 x (1 + .045)(184/365) = $51,121.87. The free withdrawal amount for
the next year is $5,112.19. This free withdrawal amount (10% of the contract
anniversary subaccount accumulation value) is free of both market value
adjustment and surrender charge.

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

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

Market adjusted value formula:

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

AVc   =    the subaccount accumulation value to be surrendered or transferred

FWA   =    the lesser of AVc or free withdrawal amount

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


<PAGE>


where:

ig   =   the subaccount guarantee rate

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

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

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

Example I - Downward market value adjustment

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

[(AVc - FWA) x F] + FWA

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

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

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

Example II - Upward market value adjustment

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

[(AVc - FWA) x F] + FWA

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

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

$1,027.18 = $53,277.18 - $52,250.00
<PAGE>



<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 
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of IDS Life Insurance
Company at December 31, 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 Insurance 
                  Company filed electronically as Exhibit 3.1 to Post-Effective
                  Amendment No. 2 to Registration Statement No. 33-50968 is
                  incorporated herein by reference.

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

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

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

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

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


<PAGE>



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

         6. - 20. Not applicable.

         21.      Copy of List of Subsidiaries filed electronically as 
                  Exhibit 22 to Post-Effective Amendment No. 5 to Registration 
                  Statement No. 33-50968 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
                  herewith.

         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.

Item 17.       Undertakings

A.       The Registrant undertakes:

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

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

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


<PAGE>



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

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

         (3)      that all post-effective amendments will comply with the
                  applicable forms, rules and regulations of the Commission in
                  effect at the time such post-effective amendments are filed,
                  and

         (4)      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, IDS Life Insurance
Company has duly caused this Registration Statement to be signed on behalf of
the Registrant by the undersigned, thereunto duly authorized in this City of
Minneapolis, and State of Minnesota on the 14th day of April, 1998.

                                     IDS Life Insurance Company
                                              (Registrant)

                                     By IDS Life Insurance Company

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


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 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
     Paul F. Kolkman                               President

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

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

/s/  Philip C. Wentzel**                           Vice President and Controller
     Philip C. Wentzel
<PAGE>
*Signed pursuant to Power of Attorney dated August 19, 1997, filed
electronically herewith as Exhibit 24.1 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  consolidated  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 to 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  statement  schedules  referred to above,  when
considered  in  relation  to the basic  financial  statements  taken as a whole,
present fairly, in all material respects, the information set forth therein.



                                                              
Ernst & Young LLP
Minneapolis, Minnesota
February 5, 1998




<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 Flexible Payment Market Value Annuity
Registration No. 33-50968

                           EXHIBIT INDEX

Exhibit 23.       Consent of Independent Auditors, filed electronically
                  herewith.

Exhibit 24.1      Power of Attorney, dated August 19, 1997, filed 
                  electronically herewith.

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




                         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
Post-Effective Amendment No. 7 to the Registration Statement (Form S-1, No.
33-50968) 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 directors of IDS Life Insurance Company on
behalf of the below listed registrants that previously have filed registration
statements and amendments thereto pursuant to the requirements of the Securities
Act of 1933 and the Investment Company Act of 1940 with the Securities and
Exchange Commission:
<TABLE>
<CAPTION>
                                                                       1933 Act              1940 Act
                                                                       Reg. Number           Reg. Number
<S>                                                                   <C>                   <C>
IDS Life Variable Account 10
     IDS Life Flexible Portfolio Annuity                               33-62407              811-07355
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
     IDS Life Flexible Annuity                                         33-4173               811-3217
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
     IDS Life Variable Retirement and Combination
     Retirement Annuities                                              2-73114               811-3217
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
     IDS Life Employee Benefit Annuity                                 33-52518              811-3217
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
     IDS Life Group Variable Annuity Contract                          33-47302              811-3217
IDS Life Insurance Company
     IDS Life Group Variable Annuity Contract (Fixed Account)          33-48701              N/A
IDS Life Insurance Company
     IDS Life Guaranteed Term Annuity                                  33-28976              N/A
IDS Life Insurance Company
     IDS Life Flexible Payment Market Value Annuity                    33-50968              N/A
IDS Life Variable Life Separate Account
     Flexible Premium Variable Life Insurance Policy                   33-11165              811-4298
IDS Life Variable Life Separate Account
     Flexible Premium Survivorship Variable Life
     Insurance Policy                                                  33-62457              811-4298
IDS Life Variable Life Separate Account
     Single Premium Variable Life Insurance Policy                     2-97637               811-4298
IDS Life Variable Account for Smith Barney
     Single Premium Variable Life Insurance Policy                     33-5210               811-4652
IDS Life Account SBS
     Symphony Annuity                                                  33-40779              812-7731
IDS Life Account RE
     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>
<PAGE>
hereby constitutes and appoints William A. Stoltzmann, Mary Ellyn Minenko,
Eileen J. Newhouse, Sherilyn K. Beck, Colin Lancaster, Bruce Kohn and Timothy S.
Meehan or any one of them, as her or his attorney-in-fact and agent, to sign for
her or him in her or his name, place and stead any and all filings, applications
(including 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.
<PAGE>
         Dated the 19th day of August, 1997.


/s/  David R. Hubers                                          August 15, 1997
- ------------------------------------
     David R. Hubers
     Director


/s/  Richard W. Kling                                         August 18, 1997
 -----------------------------------
     Richard W. Kling
     Director and President


/s/  Paul F. Kolkman                                          August 19, 1997
- ------------------------------------
     Paul F. Kolkman
     Director and Executive Vice
     President


/s/  James A. Mitchell                                        August 15, 1997
- ------------------------------------
     James A. Mitchell
     Director, Chairman of the
     Board and Chief Executive Officer


/s/  Barry J. Murphy                                          August 14, 1997
- ------------------------------------
     Barry J. Murphy
     Director and Executive Vice
     President, Client Service


/s/  Stuart A. Sedlacek                                       August 19, 1997
- ------------------------------------
     Stuart A. Sedlacek
     Director and Executive Vice
     President, Assured Assets


/s/  Melinda S. Urion                                         August 14, 1997
- ------------------------------------
     Melinda S. Urion
     Director, Executive Vice
     President and Controller



                           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>
                                                                       1933 Act              1940 Act
                                                                       Reg. Number           Reg. Number
<S>                                                                   <C>                   <C>
IDS Life Variable Account 10
     IDS Life Flexible Portfolio Annuity                               33-62407              811-07355
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
     IDS Life Flexible Annuity                                         33-4173               811-3217
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
     IDS Life Variable Retirement and Combination
     Retirement Annuities                                              2-73114               811-3217
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
     IDS Life Employee Benefit Annuity                                 33-52518              811-3217
IDS Life Accounts F, IZ, JZ, G, H, N, KZ, LZ and MZ
     IDS Life Group Variable Annuity Contract                          33-47302              811-3217
IDS Life Insurance Company
     IDS Life Group Variable Annuity Contract (Fixed Account)          33-48701              N/A
IDS Life Insurance Company
     IDS Life Guaranteed Term Annuity                                  33-28976              N/A
IDS Life Insurance Company
     IDS Life Flexible Payment Market Value Annuity                    33-50968              N/A
IDS Life 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>
<PAGE>
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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