AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT, N-4/A, 1997-05-15

AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
N-4/A, 1997-05-15

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PAGE 1
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X

Pre-Effective Amendment No. 2 (File No. 333-20217)

Post-Effective Amendment No.

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT 1940

Amendment No. 3 (File No. 811-7195) X
----- ---

AMERICAN ENTERPRISE VARIABLE
ANNUITY ACCOUNT
- -------------------------------------------------------------------
(Exact Name of Registrant)

American Enterprise Life Insurance Company
- -------------------------------------------------------------------
(Name of Depositor)

80 South 8th Street, P.O. Box 534, Minneapolis, MN 55440-0534
(Address of Depositor's Principal Executive Offices) (Zip Code)

Depositor's Telephone Number, including Area Code (612) 671-7981

Colin M. Lancaster, IDS Tower 10, Minneapolis, MN 55440-0010
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering

It is proposed that this filing will become effective: May 22, 1997
(check appropriate box)
immediately upon filing pursuant to paragraph (b) of Rule 485
on (date), 1997 pursuant to paragraph (b) of Rule 485
60 days after filing pursuant to paragraph (a)(1)of Rule 485
on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24-f of the Investment Company Act
of 1940.

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PAGE 2
CROSS REFERENCE SHEET

Cross reference sheet showing location in the prospectus and Statement of
Additional Information of the information called for by the items enumerated in
Part A and B of Form N-4.

Negative answers omitted from prospectus and Statement of Additional Information
are so indicated.

PART A PART B
<TABLE>
<CAPTION>

Section in
Section Statement of
Item No. in Prospectus Item No. Additional Information
<S> <C> <C> <C> <C>
1 Cover page 15 Cover page

2 Key terms 16 Table of contents

3(a) Expense summary 17(a) NA
(b) In brief (b) NA
(c) About American Enterprise Life*
4(a) Condensed financial information
(b) Performance information 18(a) NA
(c) Financial statements (b) NA
(c) Independent auditors
5(a) About American (d) NA
Enterprise Life (e) NA
(b) The variable account (f) NA
(c) The funds
(d) Cover page and the funds 19(a) Making the most of your annuity*
(e) Voting rights (b) NA
(f) NA
20(a) Principal underwriter
6(a) Charges (b) Principal underwriter
(b) Expense summary (c) NA
(c) Other information on (d) NA
charges (d) NA
(d) Distribution of
contracts 21(a) Performance information
(e) NA (b) Performance information
(f) NA
22 Calculating Annuity Payouts
7(a) Buying your annuity
Benefits in case of 23(a) NA
death; The annuity (b) NA
payout period
(b) The variable account;
Transferring money between
accounts; Transfer policies
(c) The funds; Other information
on charges
(d) The funds

8(a) The annuity payout period
(b) Setting the retirement date
(c) Annuity payout plans
(d) The annuity payout period
(e) Annuity payout plans
(f) Death after annuity payouts
begin

9(a) Benefits in case of death
(b) Benefits in case of death

10(a) Buying your annuity;
Valuing your investment
(b) Valuing your investment
(c) Valuing your investment
(d) About American Enterprise
Life

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PAGE 3
11(a) Withdrawals from your contract
(b) NA
(c) Receiving payment when you
request a withdrawal
(d) If installment payments
(e) Ten-day free look

12(a) Taxes
(b) Key terms
(c) NA

13 NA

14 Table of contents of the
Statement of Additional Information
</TABLE>

*Designates section in the prospectus, which is hereby incorporated by reference
in this Statement of Additional Information.

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PAGE 4
AEL PreferredSM Variable Annuity
____________________, 1997
Variable Annuity Prospectus

The AEL PreferredSM Variable Annuity is a flexible premium variable annuity
contract offered by American Enterprise Life Insurance Company (American
Enterprise Life), a subsidiary of IDS Life Insurance Company (IDS Life), which
is a subsidiary of American Express Financial Corporation (AEFC). Purchase
payments may be allocated among different accounts, providing variable and/or
fixed returns and payouts. The annuity is available for individual retirement
accounts (IRAs), simplified employee pension plans (SEPs), and nonqualified
retirement plans.

American Enterprise Variable Annuity Account

Sold by: American Enterprise Life Insurance Company.
Administrative Office: 80 South Eighth Street, P.O. Box 534,
Minneapolis, MN 55440-0534. Telephone: 800-333-3437.

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

The Prospectus is accompanied or preceded by the following prospectuses: The
Retirement Annuity Mutual Funds (describing IDS Life Aggressive Growth Fund, IDS
Life Capital Resource Fund, IDS Life Managed Fund, IDS Life Special Income Fund,
and IDS Life Moneyshare Fund), and Putnam Variable Trust (describing Putnam VT
Diversified Income Fund, Putnam VT Global Growth Fund, Putnam VT Growth and
Income Fund, Putnam VT New Opportunities Fund and Putnam VT Voyager Fund).
Please read these documents carefully and keep them for future reference.

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

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

A Statement of Additional Information (SAI) dated _______1997, (incorporated by
reference into this prospectus) filed with the Securities and Exchange
Commission (SEC), is available without charge by contacting American Enterprise
Life at the telephone number above or by completing and sending the order form
on the last page of this prospectus. The table of contents of the SAI is on the
last page of this prospectus.

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PAGE 5
Table of contents

Key terms.....................................................
The AEL PreferredSM Variable Annuity in brief.................
Expense summary...............................................
Condensed financial information (unaudited)...................
Financial statements..........................................
Performance information.......................................
The variable account..........................................
The funds.....................................................
IDS Life Aggressive Growth Fund..........................
IDS Life Capital Resource Fund...........................
IDS Life Managed Fund....................................
IDS Life Special Income Fund.............................
IDS Life Moneyshare Fund.................................
Putnam VT Diversified Income Fund........................
Putnam VT Global Growth Fund.............................
Putnam VT Growth and Income Fund.........................
Putnam VT New Opportunities Fund.........................
Putnam VT Voyager Fund...................................
The fixed account.............................................
Buying your annuity...........................................
The retirement date......................................
Beneficiary..............................................
How to make payments.....................................
Charges.......................................................
Contract administrative charge...........................
Variable account administrative charge...................
Mortality and expense risk fee...........................
Withdrawal charge........................................
Waiver of withdrawal charges.............................
Premium taxes............................................
Valuing your investment.......................................
Number of units..........................................
Accumulation unit value..................................
Net investment factor....................................
Factors that affect variable subaccount
accumulation units...................................
Making the most of your annuity...............................
Automated dollar-cost averaging..........................
Transferring money between subaccounts...................
Transfer policies........................................
Two ways to request a transfer or a withdrawal...........
Withdrawals from your contract................................
Withdrawal policies......................................
Receiving payment when you request a withdrawal..........
Changing ownership............................................
Benefits in case of death.....................................
The annuity payout period.....................................
Annuity payout plans.....................................
Death after annuity payouts begin........................
Taxes.........................................................
Voting rights.................................................
Substitution of investments...................................
Distribution of the contracts.................................
About American Enterprise Life................................

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PAGE 6
Regular and special reports...................................
Services................................................
Table of contents of the Statement of Additional
Information.............................................

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PAGE 7
Key terms

These terms can help you understand details about your annuity.

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

Annuitant - The person on whose life or life expectancy the annuity payouts are
based.

Annuity - A contract purchased from an insurance company that offers
tax-deferred growth of the investment until earnings are withdrawn, and that can
be tailored to meet the specific needs of the individual during retirement.

Annuity payouts - An amount paid at regular intervals under one of several plans
available to the owner and/or any other payee. This amount may be paid on a
variable or fixed basis.

Annuity unit - A measure of the value of each variable subaccount used to
calculate the annuity payouts you receive.

Beneficiary - The person designated to receive annuity benefits in case of the
owner's or annuitant's death.

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

Code - Internal Revenue Code of 1986, as amended.

Contract value - The total value of your annuity before any applicable
withdrawal charge and any contract administrative charge have been deducted.

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

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

Mutual funds (funds) - Mutual funds or portfolios, each with a different
investment objective. (See "The funds.") You may allocate your purchase payments
into variable subaccounts investing in shares of any or all these funds.

Owner (you, your) - The person who controls the annuity (decides on investment
allocations, transfers, payout options, etc.). Usually, but not always, the
owner is also the annuitant. The owner is responsible for taxes, regardless of
whether he or she receives the annuity's benefits.

Purchase payments - Payments made to American Enterprise Life for an annuity.

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PAGE 8
Qualified annuity - An annuity purchased for a retirement plan that is subject
to applicable federal law and any rules of the plan itself. These plans include:

o Individual Retirement Annuities (IRAs)
o Simplified Employee Pension Plans (SEPs)

All other annuities are considered nonqualified annuities.

Retirement date - The date when annuity payouts are scheduled to begin. This
date is first established when you start your contract. You can change it in the
future.

Systematic Investment Plan - A payment method you set up with your bank to
automatically make monthly investments to your annuity from your bank account
(SIP).

Valuation date - Any normal business day, Monday through Friday, that the NYSE
is open. The value of each variable subaccount is calculated at the close of
business on each valuation date.

Variable account - Consists of separate subaccounts to which you may allocate
purchase payments; each invests in shares of one mutual fund. The value of your
investment in each variable subaccount changes with the performance of the
particular fund.

Variable annuity - An insurance contract in which payouts to the owner vary
depending on the performance of the subaccounts. In a variable annuity, payouts
may increase or decrease.

Withdrawal charge - A deferred sales charge that may be applied if you make a
withdrawal from your annuity before the retirement date.

Withdrawal value - The amount you are entitled to receive if you fully withdraw
your annuity. It is the contract value minus any applicable withdrawal charge
and contract administrative charge.

The AEL PreferredSM Variable Annuity in brief

Purpose: The AEL PreferredSM Variable Annuity is designed to allow you to build
up funds for retirement. You do this by making one or more investments (purchase
payments) that may earn returns that increase the value of the annuity.
Beginning at a specified future date (the retirement date), the annuity provides
lifetime or other forms of payouts to you or to anyone you designate.

Ten-day free look: You may return your annuity to your agent or to our
Minneapolis administrative office within 10 days after it is delivered to you
and receive a full refund of the contract value. No charges will be deducted.
However, you bear the investment risk from the time of purchase until return of
the contract; the refund amount may be more or less than the payment you made.
(Exceptions: If the law so requires, all of your purchase payments will be
refunded.)

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PAGE 9
Accounts: You may allocate your purchase payments among any or all
of:

o ten variable subaccounts of the variable account, each of
which invests in a mutual fund with a particular investment
objective. The value of each variable subaccount varies with
the performance of the particular fund. We cannot guarantee
that the value at the retirement date will equal or exceed the
total of purchase payments allocated to the variable
subaccounts. (p. 14)

o one fixed account, which earns interest at rates that are
adjusted periodically by American Enterprise Life. (p. 18)

Buying the annuity: Your agent will help you complete and submit an application.
Applications are subject to acceptance at our Minneapolis administrative office.
You may buy a nonqualified annuity or a qualified annuity. Payment must be made
in a lump sum with the option of additional payments in the future.

o Minimum initial payment - $2,000 (waived for SIPs)
o Minimum additional payment - $50
o Maximum total payment(s) (without prior approval) - $1,000,000

Transfers: Subject to certain restrictions, you may redistribute
your money among accounts without charge at any time until annuity
payouts begin, and once per contract year among the variable
subaccounts thereafter. You may establish automated transfers
among the fixed account and variable subaccount(s). (p. 28)

Withdrawals: You may withdraw all or part of your contract value
at any time before the retirement date. You also may establish
automated partial withdrawals. Withdrawals may be subject to
charges and tax penalties (including a 10% IRS penalty if
withdrawals are made prior to your reaching age 59 1/2) and may
have other tax consequences; also, certain restrictions apply.
(p. 31)

Changing ownership: You may change ownership of a nonqualified
annuity by written instruction, however, such changes of
nonqualified annuities may have federal income tax consequences.
Certain restrictions apply concerning change of ownership of a
qualified annuity. (p. 32)

Payment in case of death: If you or the annuitant dies before
annuity payouts begin, we will pay the beneficiary an amount at
least equal to the contract value. (p. 33)

Annuity payouts: The contract value of your investment can be applied to an
annuity payout plan that begins on the retirement date. You may choose from a
variety of plans to make sure that payouts continue as long as they are needed.
If you purchased a qualified annuity, the payout schedule must meet requirements
of the qualified plan. Payouts may be made on a fixed or variable basis, or
both. Total monthly payouts include amounts from each variable subaccount and
the fixed account. (p. 34)

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PAGE 10

Taxes: Generally, your annuity grows tax-deferred until you fully
withdraw it or begin to receive payouts. (Under certain
circumstances, IRS penalty taxes may apply.) Even if you direct
payouts to someone else, you will be taxed on the income if you are
the owner. (p. 36)

Charges: Your AEL PreferredSM Variable Annuity annuity is subject
to a $30 annual contract administrative charge, a 0.15% variable
account administrative charge, a 1.25% mortality and expense risk
fee, a withdrawal charge and any premium taxes that may be imposed
by state or local governments. Premium taxes are deducted upon
total withdrawal or when annuity payouts begin. (p. 21)

Expense summary

The purpose of this table is to help you understand the various costs and
expenses associated with the AEL PreferredSM Variable Annuity.

You pay no sales charge when you purchase the AEL PreferredSM Variable Annuity.
All costs that you bear directly or indirectly for the variable subaccounts and
underlying mutual funds are shown below. Some expenses may vary as explained
under "Contract charges."

Contract Owner Expenses*

Withdrawal charge

(contingent deferred sales
charge as percent of payments)

Contract Years From Withdrawal Charge
Payment Receipt Percentage
1 8%
2 7%
3 6%
4 5%
5 4%
6 2%
Thereafter 0%

Annual Contract
Administrative Charge: $30

Variable Account Annual Expenses

Variable Account Administrative Charge
(as a percentage of daily net asset value)......0.15%

Mortality and Expense Risk Fee
(as a percentage of daily net asset value)......1.25%

Total Variable Account Annual Expenses..........1.40%

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PAGE 11
*Premium taxes imposed by some state and local governments may be
applicable. They are not reflected.

Annual Operating Expenses of Underlying Mutual Funds (as a
percentage of average net assets)*
<TABLE>
<CAPTION>

IDS Life IDS Life IDS Life
Aggressive Capital IDS Life Special IDS Life
Growth Resource Managed Income Moneyshare

<S> <C> <C> <C> <C> <C>
Management fees .60% .60% .59% .59% .50%

Other expenses .09 .08 .07 .10 .06

Total .69%** .68%** .66%** .69%** .56%**

Putnam VT Putnam VT
Diversified Putnam VT Growth and Putnam VT New Putnam VT
Income Global Growth Income Opportunities Voyager

Management fees .70% .60% .49% .63% .57%

Other expenses .13 .16 .05 .09 .06

Total .83%+ .76%+ .54%+ .72%+ .63%+

*Premium taxes imposed by some state and local governments are not reflected in this table.
**Annualized operating expenses of underlying mutual funds at Dec. 31, 1996.
+Operating expenses of the underlying mutual funds at Dec. 31, 1996.

Example:*

IDS Life IDS Life IDS Life
Aggressive Capital IDS Life Special IDS Life
Growth Resource Managed Income Moneyshare

You would pay the following expenses on a $1,000 investment, assuming 5% annual
return and full withdrawal at the end of each time period:

1 year $102.13 $102.03 $101.84 $102.13 $100.85

3 years 128.22 127.92 127.33 128.22 124.37

5 years 156.86 156.37 155.38 156.86 150.41

10 years 250.59 249.59 247.60 250.59 237.56

You would pay the following expenses on the same investment assuming no
withdrawal or selection of an annuity payout plan at the end of each time
period:

1 year $ 22.13 $ 22.03 $ 21.84 $ 22.13 $ 20.85

3 years 68.22 67.92 67.33 68.22 64.37

5 years 116.86 116.37 115.38 116.86 110.41

10 years 250.59 249.59 247.60 250.59 237.56

Putnam VT Putnam VT
Diversified Putnam VT Growth and Putnam VT New Putnam VT
Income Global Growth Income Opportunities Voyager

You would pay the following expenses on a $1,000 investment, assuming 5% annual
return and full withdrawal at the end of each time period:

1 year $103.50 $102.82 $100.66 $102.42 $101.54

3 years 132.35 130.29 123.77 129.11 126.44

5 years 163.76 160.32 149.41 158.35 153.89

10 years 264.41 257.53 235.53 253.57 244.60

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PAGE 12
You would pay the following expenses on the same investment assuming no
withdrawal or selection of an annuity payout plan at the end of each time
period:

1 year $ 23.50 $ 22.82 $ 20.66 $ 22.42 $ 21.54

3 years 72.35 70.29 63.77 69.11 66.44

5 years 123.76 120.32 109.41 118.35 113.89

10 years 264.41 257.53 235.53 253.57 244.60
</TABLE>

This example should not be considered a representation of past or future
expenses. Actual expenses may be more or less than those shown.

* In this example, the $30 annual contract administrative charge is approximated
as a .177% charge based on the estimated average contract size.

Condensed Financial Information (unaudited)

The following tables give per-unit information about the financial history of
each variable subaccount.

Condensed Financial Information (unaudited)
<TABLE>
<CAPTION>

Period from
Year ended Feb. 21 to
Dec. 31, 1996 Dec. 31, 1995*
- ----------------------------------------------------------------------------------------
Subaccount EAG (Investing in shares of Aggressive Growth Fund)
<S> <C> <C>
Accumulation unit value at beginning of period.......... $1.28 $1.00
Accumulation unit value at end of period................ $1.47 $1.28
Number of accumulation units outstanding at end
of period (000 omitted)................................. 1,324 473
Ratio of operating expense to average net assets........ 1.50% 1.50%
- ----------------------------------------------------------------------------------------
Subaccount ECR (Investing in shares of Capital Resource Fund)
Accumulation unit value at beginning of period.......... $1.20 $1.00
Accumulation unit value at end of period................ $1.27 $1.20
Number of accumulation units outstanding
at end of period (000 omitted).......................... 2,350 818
Ratio of operating expense to average net assets........ 1.50% 1.50%
- ----------------------------------------------------------------------------------------
Subaccount EMG (Investing in shares of Managed Fund)
Accumulation unit value at beginning of period.......... $1.18 $1.00
Accumulation unit value at end of period................ $1.36 $1.18
Number of accumulation units outstanding at end
of period (000 omitted)................................. 1,546 589
Ratio of operating expense to average net assets........ 1.50% 1.50%
- ----------------------------------------------------------------------------------------
Subaccount ESI (Investing in shares of Special Income Fund)
Accumulation unit value at beginning of period.......... $1.17 $1.00
Accumulation unit value at end of period................ $1.24 $1.17
Number of accumulation units outstanding at end
of period (000 omitted)................................. 1,377 414
Ratio of operating expense to average net assets........ 1.50% 1.50%
- ----------------------------------------------------------------------------------------
Subaccount EMS (Investing in shares of Moneyshare Fund)
Accumulation unit value at beginning of period.......... $1.03 $1.00
Accumulation unit value at end of period................ $1.07 $1.03
Number of accumulation units outstanding at end
of period (000 omitted)................................. 241 132
Ratio of operating expense to average net assets........ 1.50% 1.50%
Simple yield............................................ 3.26% 3.53%
Compound yield.......................................... 3.32% 3.59%

*Operations commenced on Feb. 21, 1995

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PAGE 13
Condensed Financial Information continued

*Operations commenced on Feb. 21, 1995

Financial statements

The SAI dated ______, 1997 contains:

the audited financials of the variable account including:

- - statements of net assets as of Dec. 31, 1996;

- - statements of operations for the year ended Dec. 31, 1996;

- - statements of changes in net assets for the year ended Dec. 31,
1996 and for the period from Feb. 21, 1995 (commencement of
operations) to Dec. 31, 1995.

the audited financial statements of American Enterprise Life
including:

- - balance sheets as of Dec. 31, 1996 and Dec. 31 1995; and

- - related statements of income and cash flows for each of the three
years in the period ended Dec. 31, 1996.

The SAI does not include financial statements for subaccounts EVO and EGG
because these are new subaccounts and do not have a performance history.

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PAGE 14
Performance information

Performance information for the variable subaccounts may appear from time to
time in advertisements or sales literature. In all cases, such information
reflects the performance of a hypothetical investment in a particular account
during a particular time period.

The performance figures are calculated on the basis of historical performance of
the funds. The performance figures relating to these funds assume that the
contract was offered prior to ____________, 1997, which it was not. Before the
subaccounts EVO and EGG began investing in Putnam VT Voyager and Putnam VT
Global Growth Funds, the figures show what the performance would have been if
these subaccounts had existed during the illustrated periods. Once these
subaccounts began investing in these funds, actual values are used for the
calculations.

Calculations are performed as follows:

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

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

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

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

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

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PAGE 15
withdrawal at the end of the illustrated period. Optional aggregate total return
quotations may be made that do not reflect a withdrawal charge deduction
(assuming no withdrawal). Aggregate total return may be shown by means of
schedules, charts or graphs.

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

If you would like additional information about actual performance, contact
American Enterprise Life at the address or telephone number on the cover.

The variable account

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

Subaccount

IDS Life Aggressive Growth Fund EAG
IDS Life Capital Resource Fund ECR
IDS Life Managed Fund EMG
IDS Life Special Income Fund ESI
IDS Life Moneyshare Fund EMS
Putnam VT Diversified Income Fund EDI
Putnam VT Global Growth Fund EGG
Putnam VT Growth and Income Fund EGI
Putnam VT New Opportunities Fund ENO
Putnam VT Voyager Fund EVO

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

The variable account was established under Indiana law on July 15, 1987, and the
subaccounts are registered together as a single unit investment trust under the
Investment Company Act of 1940 (the 1940 Act). This registration does not
involve any supervision of our management or investment practices and policies
by the SEC. All obligations arising under the contracts are general obligations
of American Enterprise Life.

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PAGE 16
The funds

IDS Life Aggressive Growth Fund
Objective: capital appreciation. Invests primarily in common stock
of small- and medium-size companies.

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

IDS Life Managed Fund
Objective: maximum total investment return. Invests primarily in
U.S. common stocks, securities convertible into common stock,
warrants, fixed income securities (primarily high-quality corporate
bonds) and money market instruments.

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

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

Putnam VT Diversified Income Fund
Objective: high current income consistent with capital preservation by investing
in the following three sectors of the fixed income securities markets: a U.S.
Government Sector, High Yield Sector which invests primarily in securities known
as "junk bonds" and an International Sector. Consult the Putnam Variable Trust
prospectus for further information on the risks associated with this fund's
investments in higher-yield, higher-risk fixed income securities.

Putnam VT Growth and Income Fund
Objective: capital growth and current income by investing primarily
in common stocks that offer potential for capital growth, current
income, or both.

Putnam VT Voyager Fund
Objective: capital appreciation by investing primarily in common
stocks of companies that Putnam Investment Management, Inc.
("Putnam Management") believes to have potential for capital
appreciation that is significantly greater than that of market
averages.

Putnam VT Global Growth Fund
Objective: capital appreciation through a globally diversified
portfolio of common stocks.

<PAGE>

PAGE 17

Putnam VT New Opportunities Fund
Objective: long-term capital appreciation by investing principally
in common stocks of companies in sectors of the economy which
Putnam Management believes possess above average long-term growth
potential.

More comprehensive information regarding each fund is contained in that fund
prospectus. You should read the fund prospectus and consider carefully, and on a
continuing basis, which fund or combination of funds is best suited to your
long-term investment needs. There is no assurance that the investment objectives
of the funds will be attained nor is there any guarantee that the contract value
will equal or exceed the total purchase payments made. Some funds may involve
more risk than others. Please monitor your investment accordingly.

All funds are available to serve as the underlying investment for variable
annuities, and some funds also are available to serve as the underlying
investment for variable life insurance contracts. It is conceivable that in the
future it may be disadvantageous for variable annuity separate accounts and
variable life insurance separate accounts to invest in the available funds
simultaneously.

Although American Enterprise Life and the funds do not currently foresee any
such disadvantages either to variable annuity contract owners or to variable
life insurance policy owners, the boards of directors or trustees of the
appropriate funds will monitor events in order to identify any material
conflicts between such contract owners and policy owners and to determine what
action, if any, should be taken in response to a conflict. If a board were to
conclude that separate funds should be established for variable life insurance
and variable annuity separate accounts, the variable annuity contract holders
would not bear any expenses associated with establishing separate funds.

The Internal Revenue Service (IRS) has issued final regulations relating to the
diversification requirements under Section 817(h) of the Code. Each mutual fund
intends to comply with these requirements.

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

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

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PAGE 18
IDS Life is the investment manager for each of the IDS Life funds and American
Express Financial Corporation is the investment advisor for each of the IDS Life
funds. Putnam Investment Management, Inc., is the investment manager for the
Putnam VT funds.

The investment managers and advisors cannot guarantee that the funds will meet
their investment objectives. Please read the funds' prospectuses for complete
information on investment risks, deductions, expenses and other facts you should
know before investing. These prospectuses are available by contacting American
Enterprise Life at the administrative office address or telephone number on the
front of this prospectus.

The fixed account

Purchase payments also may be allocated to the fixed account. The value of the
fixed account increases as interest is credited to the account. Purchase
payments and transfers to the fixed account become part of the general account
of American Enterprise Life, the company's main portfolio of investments.
Interest is credited and compounded daily to produce an effective annual
interest rate. We may change the interest rates from time to time.

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

Buying your annuity

Your agent will help you prepare and submit your application, and send it along
with your initial purchase payment to our Minneapolis administrative office. As
the owner, you have all rights and may receive all benefits under the contract.
The annuity can be owned in joint tenancy only in spousal situations. You cannot
buy a nonqualified annuity or become an annuitant if you are 86 or older (age 76
or older for qualified annuities).

When you apply, you may select:
o the subaccount(s) and/or fixed account in which you want to
invest;
o how you want to make purchase payments;
o the date you want to start receiving annuity payouts (the
retirement date); and
o a beneficiary.

If your application is complete, we will process it and apply your purchase
payment to your subaccount(s) and fixed account within two business days after
we receive it at our Minneapolis administrative

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PAGE 19
office. If your application is accepted, we will send you a contract. If we
cannot accept your application within five business days, we will decline it and
return your payment. We will credit additional purchase payments to your
account(s) at the next close of business after we receive and accept your
payments at our Minneapolis administrative office.

You may make monthly payments to your Annuity under a Systematic Investment Plan
(SIP). Under the SIP, you will make monthly payments into your annuity. To begin
the SIP, you will complete and send a form and your first payment along with
your application. You can stop your SIP payments at any time. If your contract
value is less than $2,000 and you have not made any SIP payments for six
consecutive months, we have the right to give you 30 days written notice that
your balance has fallen below the $2,000 threshold. If no additional payments
are made to your annuity, we may pay you the total value of your annuity and
cancel your contract.

The retirement date

Annuity payouts will be scheduled to begin on the retirement date. This date can
be aligned with your actual retirement from a job, or it can be a different
future date, depending on your needs and goals and on certain restrictions. You
can also change the date, provided you send us written instructions at least 30
days before annuity payouts begin.

For nonqualified annuities, the retirement date must be:

o no earlier than the 60th day after the contract's effective
date; and
o no later than the annuitant's 85th birthday (or before the 10th contract
anniversary, if purchased after age 75).

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

o on or after the annuitant reaches age 59 1/2; and
o by April 1 of the year following the calendar year when the
annuitant reaches age 70 1/2.

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

Beneficiary

If death benefits become payable before the retirement date, your named
beneficiary will receive all or part of the contract value. If there is no named
beneficiary, then you or your estate will be the beneficiary. (See "Payment in
case of death" for more about beneficiaries.)

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PAGE 20
Minimum initial payment

If SIP is concurrently set up: $0 with application
If SIP is not concurrently set up: $2,000 with application

Minimum additional purchase payment(s): $50

Maximum payment(s): $1,000,000 of cumulative payments without
prior approval

How to make payments

By letter

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

Regular mail:

American Enterprise Life Insurance Company
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-0534

Express mail:

American Enterprise Life Insurance Company
Attention: Unit 829
733 Marquette Avenue
Minneapolis, MN 55402

By SIP:

Contact your agent to complete the necessary SIP forms.

Charges

Contract administrative charge

This fee is for establishing and maintaining your records. We deduct $30 from
the contract value on your contract anniversary at the end of each contract
year. If you make payments to your annuity under a SIP, we will deduct the
contract administrative charge on any contract anniversary when your contract
value is $2,000 or more but less than $50,000. We will waive this charge when
the contract value is $50,000 or more on the current contract anniversary. If
you take a full withdrawal from your contract, the $30 annual charge will be
deducted at the time of withdrawal regardless of contract value. The annual
charge cannot be increased and does not apply after annuity payouts begin.

Variable account administrative charge
This charge is applied daily to the variable subaccounts and reflected in the
unit values of the subaccounts. Annually, it totals 0.15% of their average daily
net assets. It covers certain administrative and operating expenses of the
subaccounts such as

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PAGE 21
accounting, legal and data processing fees and expenses involved in the
preparation and distribution of reports and prospectuses. The variable account
administrative charge cannot be increased.

Mortality and expense risk fee
This fee is to cover the mortality risk and expense risk and is applied daily to
the variable subaccounts and reflected in the accumulation unit values of the
subaccounts. The subaccounts pay this fee at the time dividends are distributed
from the funds in which they invest. Annually, the fee totals 1.25% of the
subaccounts' average daily net assets. Approximately two-thirds of this amount
is for our assumption of mortality risk, and one-third is for our assumption of
expense risk. This fee does not apply to the fixed account.

Mortality risk arises because of our guarantee to pay a death benefit and our
guarantee to make annuity payouts according to the terms of the contract, no
matter how long a specific annuitant lives and no matter how long the entire
group of American Enterprise Life annuitants live. If, as a group, American
Enterprise Life annuitants outlive the life expectancy we have assumed in our
actuarial tables, then we must take money from our general assets to meet our
obligations. If, as a group, American Enterprise Life annuitants do not live as
long as expected, we could profit from the mortality risk fee. Expense risk
arises because the contract administrative charge and variable account
administrative charge cannot be increased and may not cover our expenses. Any
deficit would have to be made up from our general assets.

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

Withdrawal charge
If you withdraw part or all of your contract, you may be subject to a withdrawal
charge. The withdrawal amount you request is determined by drawing from your
total contract value in the following order:

1. First, we withdraw up to 10% of your prior anniversary contract value not yet
withdrawn this contract year. There is no withdrawal charge on withdrawals
totaling up to 10% of your prior anniversary contract value each contract year.

2. Next, we withdraw any contract earnings (contract value minus all purchase
payments received and not previously withdrawn) in excess of the annual 10% free
withdrawal amount. There is no withdrawal charge on contract earnings.

3. Next, if necessary, we withdraw purchase payments received seven or more
contract years before the withdrawal and not previously withdrawn. There is no
withdrawal charge on purchase payments received seven or more contract years
before withdrawal.

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PAGE 22
4. Finally, if necessary, we withdraw purchase payments received in the six
contract years before the withdrawal. There is a withdrawal charge on these
payments. We determine your withdrawal charges by multiplying each of these
payments by the applicable withdrawal charge percentage, and then totaling the
withdrawal charges.

The new payment charge percentage depends on the number of contract years since
you made the payment(s).

Contract Years From Withdrawal Charge
Payment Receipt Percentage
1 8%
2 7%
3 6%
4 5%
5 4%
6 2%
Thereafter 0%

Withdrawal charge calculation example

The following is an example of the calculation we would make to determine the
withdrawal charge on a contract with this history:

o The contract date is July 1, 1997 with a contract year of July 1 through
June 30 and with an anniversary date of July 1 each year

o We received these payments - $10,000 July 1, 1997, $8,000 Dec.
31, 2003 and $6,000 Feb. 20, 2005

o The owner withdraws the contract for its total withdrawal
value of $38,101 on Aug. 5, 2007 and had not made any other
withdrawals during that contract year

o The prior anniversary (July 1, 2007) contract value was
$38,488

is calculated this way:

Withdrawal Charge Explanation
$0 $3,848.80 is 10% of the prior anniversary value
withdrawn without withdrawal charge; and

$0 $10,252.20 is contract earnings in excess of
the 10% free withdrawal amount withdrawn
without withdrawal charge; and

$0 $10,000 July 1, 1997 payment was received seven
or more contract years before withdrawal and is
withdrawn without withdrawal charge; and

$320 $8,000 Dec. 31, 2003 is in its fifth contract
year from receipt, withdrawn with a 4%
withdrawal charge; and

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PAGE 23
$300 $6,000 Feb. 20, 2005 is in its fourth contract
year from receipt, withdrawn with a 5%
withdrawal charge.
----
$620

The withdrawal charge is calculated so that the total amount minus the
withdrawal charge equals the amount you request when you request a partial
withdrawal. If you take a full withdrawal from your contract, the $30 contract
administrative charge also will be deducted.

Waiver of withdrawal charges There are no withdrawal charges for:

o withdrawals during the year totaling up to 10% of your prior
contract anniversary contract value;
o contract earnings - if any - in excess of the annual 10% free
withdrawal amount;
o required minimum distributions from a qualified annuity after you reach
age 70 1/2 (for those amounts required to be distributed from this annuity
only);
o contracts settled using an annuity payout plan; and
o death benefits.

Your contract includes a "Waiver of Withdrawal Charges" provision. We will waive
withdrawal charges that are normally assessed upon a full or partial withdrawal
if both you and the annuitant are under age 76 on the date we issue the contract
and if you provide proof to us that, as of the date you request the withdrawal,
you or the annuitant are confined to a hospital or nursing home and have been
for the prior 60 days.

To qualify, the nursing home must meet the following criteria:

o be licensed by an appropriate licensing agency to provide
nursing care; and
o provide 24-hour-a-day nursing services; and
o have a doctor available for emergency situations; and
o have a nurse on duty or on call at all times; and
o maintain clinical records; and
o have appropriate methods for administering drugs.

Possible group reductions: In some cases lower sales and administrative expenses
may be incurred due to the size of the group, the average contribution and the
use of group enrollment procedures. In such cases, we may be able to reduce or
eliminate the contract administrative and withdrawal charges. However, we expect
this to occur infrequently.

Premium taxes
Certain state and local governments impose premium taxes that may reach to 3.5%.
These taxes are dependent upon your state of residence or the state in which the
contract was sold. The deduction is made when you fully withdraw your contract
or when annuity payouts begin.

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PAGE 24
Valuing your investment

Here is how your fixed account and variable subaccounts are valued:

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

Variable subaccounts: Amounts allocated to the variable subaccounts are
converted into accumulation units. Each time you make a purchase payment or
transfer amounts into one of the variable subaccounts, a certain number of
accumulation units are credited to your contract for that subaccount.
Conversely, each time you take a partial withdrawal, transfer amounts out of a
variable subaccount, or are assessed a contract administrative charge, a certain
number of accumulation units are subtracted from your contract. Please remember
that investment performance, expenses, and deductions of certain charges affect
accumulation unit value.

The accumulation units are the true measure of investment value in each
subaccount during the accumulation period. They are related to, but not the same
as, the net asset value of the underlying fund.

The dollar value of each accumulation unit can rise or fall daily depending on
the performance of the underlying mutual fund and on certain fund expenses. Here
is how unit values are calculated:

Number of units
To calculate the number of accumulation units for a particular subaccount, we
divide your investment after deduction of any premium taxes, by the current
accumulation unit value.

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

Net investment factor Determined each business day by:

o adding the underlying mutual fund's current net asset value per share plus
per-share amount of any current dividend or capital gain distribution;
then
o dividing that sum by the previous net asset value per share;
and
o subtracting the percentage factor representing the mortality
and expense risk fee and the variable account administrative
charge from the result.

Because the net asset value of the underlying mutual fund may fluctuate, the
accumulation unit value may increase or decrease. You bear this investment risk
in a variable subaccount.

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PAGE 25
Factors that affect variable subaccount accumulation units Accumulation units
may change in two ways; in number and in value. Here are the factors that
influence those changes:

The number of accumulation units you own may fluctuate due to:

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

Accumulation unit values may fluctuate due to:

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

Making the most of your annuity

Automated dollar-cost averaging*

You can use automated transfers to take advantage of dollar-cost averaging
(investing a fixed amount at regular intervals). For example, you might have a
set amount transferred monthly from a relatively conservative variable
subaccount to a more aggressive one, or to several others. The benefits of
dollar cost averaging also may be obtained by setting up regular automatic SIP
payments.

This systematic approach can help you benefit from fluctuations in accumulation
unit values caused by fluctuations in the market value(s) of the underlying
mutual fund(s). Since you invest the same amount each period, you automatically
acquire more units when the market value falls, fewer units when it rises. The
potential effect is to lower your average cost per unit. For specific features
contact your agent.

How dollar-cost averaging works
<TABLE>
<CAPTION>

Month Amount Accumulation Number of units
invested unit value purchased
<S> <C> <C> <C> <C>
By investing an Jan $100 $20 5.00
equal number of
dollars each month.... Feb 100 18 5.56

Mar 100 17 5.88

you automatically Apr 100 15 6.67
buy more units
when the per unit May 100 16 6.25
market price is low....
Jun 100 18 5.56

Jul 100 17 5.88

Aug 100 19 5.26

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PAGE 26
and fewer units Sep 100 21 4.76
when the per unit
market price is Oct 100 20 5.00
high.
</TABLE>

You have paid an average price of only $17.91 per unit over the 10 months, while
the average market price actually was $18.10.

Dollar-cost averaging does not guarantee that any variable subaccount will gain
in value nor will it protect against a decline in value if market prices fall.
Because this strategy involves continuous investing, your success with
dollar-cost averaging will depend upon your willingness to continue to invest
regularly through periods of low price levels. Dollar-cost averaging can be an
effective way to help meet your long-term goals.

* Some restrictions may apply.

Transferring money between subaccounts
You may transfer money from any one subaccount, or the fixed account, to another
before annuity payouts begin. Certain restrictions apply to transfers involving
the fixed account. If we receive your request before the close of business, we
will process it that day. Requests received after the close of business will be
processed the next business day. There is no charge for transfers. Before making
a transfer, you should consider the risks involved in switching investments.

We may suspend or modify transfer privileges at any time. The right to transfer
contract values between the subaccounts is subject to modification if we
determine, in our sole discretion, that the exercise of that right by one or
more contract owners is, or would be, to the disadvantage of other contract
owners. Any modification could be applied to transfers to or from some or all of
the subaccounts. These modifications could include, but not be limited to, the
requirement of a minimum time period between each transfer, not accepting
transfer requests of an agent acting under a power of attorney on behalf of more
than one contract owner or limiting the dollar amount that may be transferred
between the subaccounts and the fixed account by a contract owner at any one
time. We may apply these modifications or restrictions in any manner reasonably
designed to prevent any use of the transfer right we consider to be to the
disadvantage of other contract owners. (For information on transfers after
annuity payouts begin, see "Transfer policies.")

Transfer policies

o You may transfer contract values between the variable subaccounts or from
the subaccount(s) to the fixed account at any time. However, if you have
made a transfer from the fixed account to the subaccount(s), you may not
make a transfer from any subaccount back to the fixed account for six
months following that transfer.

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PAGE 27
o You may transfer contract values from the fixed account to the variable
subaccount(s) on or within 30 days before or after the contract
anniversary (except for automated transfers, which can be set up for
transfer periods of your choosing subject to certain minimums).

o If we receive your request on or within 30 days before or after the
contract anniversary date, the transfer from the fixed account to the
variable subaccount(s) will be effective on the day we receive it.

o We will not accept requests for transfers from the fixed
account at any other time.

o Once annuity payouts begin no transfers may be made to or from the fixed
account, but transfers may be made once per contract year among the
variable subaccounts.

Two ways to request a transfer or a withdrawal

1 By letter

Send your name, contract number, Social Security number or taxpayer
identification number and signed request for a transfer or withdrawal to:

Regular mail:
American Enterprise Life Insurance Company
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-0534

Express mail:
American Enterprise Life Insurance Company
Attention: Unit 829
733 Marquette Avenue
Minneapolis, MN 55402

Minimum amount
Mail transfers: $500 or entire variable subaccount or fixed
account balance
Mail withdrawals: $500 or entire variable subaccount or fixed
account balance

Maximum amount
Mail transfers: Contract Value
Mail withdrawals: Contract Value

2 By automated transfers and automated partial withdrawals

Your agent can help you set up automated transfers among your subaccount(s) or
fixed account or partial withdrawals from the accounts.

You can start or stop this service by written request or other method acceptable
to American Enterprise Life. You must allow 30 days for American Enterprise Life
to change any instructions that are currently in place.

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PAGE 28
o Automated transfers may not exceed an amount that, if continued, would
deplete the fixed account or subaccount(s) from which you are transferring
within 24 months.

o Automated transfers and automated partial withdrawals are subject to all
of the contract provisions and terms, including transfer of contract
values between accounts. Automated withdrawals may be restricted by
applicable law under some contracts.

o Automated partial withdrawals may result in IRS taxes and
penalties on all or part of the amount withdrawn.

Minimum amount
Automated transfers or withdrawals: $100 monthly/$250
quarterly, semiannually or
annually

Maximum amount
Automated transfers or withdrawals: Contract Value (except for
automated transfers from
the fixed account)

Withdrawals from your contract

As owner, you may withdraw all or part of your contract at any time before
annuity payouts begin by sending a written request to American Enterprise Life.
For total withdrawals we will compute the value of your contract at the close of
business after we receive your request. We may ask you to return the contract.
You may have to pay withdrawal charges (see "Withdrawal charge") and IRS taxes
and penalties (see "Taxes"). No withdrawals may be made after annuity payouts
begin.

Withdrawal policies
If you have a balance in more than one account and request a partial withdrawal,
we will withdraw money from all your sub accounts and/or fixed account in the
same proportion as your value in each correlates to your total contract value,
unless you request otherwise.

Receiving payment when you request a withdrawal

By regular or express mail:

o Payable to owner.

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

-the withdrawal amount includes a purchase payment check that has not
cleared; -the NYSE is closed, except for normal holiday and weekend
closings; -trading on the NYSE is restricted, according to SEC rules;

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PAGE 29
-an emergency, as defined by SEC rules, makes it impractical to sell
securities or value the net assets of the accounts; or -the SEC permits us
to delay payment for the protection of security holders.

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

Changing ownership

You may change ownership of your nonqualified annuity at any time by filing a
change of ownership on a form approved by us and sent to our Minneapolis
administrative office. The change will become binding upon us when we receive
and record it. We will honor any change of ownership request believed to be
authentic and will use reasonable procedures to confirm authenticity. If these
procedures are followed, we take no responsibility for the validity of the
change.

If you have a nonqualified annuity, you may lose your tax advantages by
transferring, assigning or pledging any part of it.
(See "Taxes.")

If you have a qualified annuity, you may not sell, assign, transfer, discount or
pledge your contract as collateral for a loan, or as security for the
performance of an obligation or for any other purpose to any person except
American Enterprise Life. However, if the owner is a trust or custodian, or an
employer acting in a similar capacity, ownership of a contract may be
transferred to the annuitant.

Benefits in case of death

If you or the annuitant dies (or, for qualified annuities, if the annuitant
dies) before annuity payouts begin, we will pay the beneficiary as follows:

For contracts where both the owner and annuitant were 75 or younger on the date
the contract was issued and if all withdrawals you have made from this contract
have been without withdrawal charges, the beneficiary receives the greater of:

1. the contract value; or

2. the total purchase payments paid less any amounts withdrawn;
or

3. on or after the fifth contract anniversary, the death benefit as of the
most recent fifth contract anniversary adjusted by adding any purchase
payments made since that most recent fifth contract anniversary and by
subtracting any amounts withdrawn since that most recent fifth contract
anniversary.

For contracts where both the owner and annuitant were 75 or younger on the date
the contract was issued and you have made withdrawals subject to withdrawal
charges, the beneficiary receives the contract value.

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PAGE 30
For contracts where either the owner or annuitant were 76 or older on the date
the contract was issued, the beneficiary receives the contract value.

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

Under a qualified annuity, if the annuitant dies before annuity payouts begin,
and the spouse is the only beneficiary, the spouse may keep the annuity as owner
until the date on which the spouse reaches age 70 1/2 or any other date
permitted by the Code. To do this, the spouse must give us written instructions
within 60 days after we receive proof of death.

Payments: We will pay the beneficiary in a single sum unless you have given us
other written instructions, or the beneficiary may receive payouts under any
annuity payout plan available under this contract if:

o the beneficiary asks us in writing within 60 days after we
receive proof of death;
o payouts begin no later than one year after death, or other date
as permitted by the Code; and
o the payout period does not extend beyond the beneficiary's life
or life expectancy.

When paying the beneficiary, we will determine the contract's value
at the next close of business after our death claim requirements
are fulfilled. Interest, if any, will be paid from the date of
death at a rate no less than required by law. We will mail payment
to the beneficiary within seven days after our death claim
requirements are fulfilled. (See "Taxes.")

The annuity payout period

As owner of the contract, you have the right to decide how and to whom annuity
payouts will be made starting at the retirement date. You may select one of the
annuity payout plans outlined below, or we will mutually agree on other payout
arrangements. The amount available for payouts under the plan you select is the
contract value on your retirement date. No withdrawal charges are deducted under
the payout plans listed below.

You also decide whether annuity payouts are to be made on a fixed
or variable basis, or a combination of fixed and variable. Amounts
of fixed and variable payouts depend on:
o the annuity payout plan you select;
o the annuitant's age and, in most cases, sex;
o the annuity table in the contract; and
o the amounts you allocated to the account(s) at settlement.

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PAGE 31
In addition, for variable payouts only, amounts depend on the investment
performance of the subaccount(s) you select. These payouts will vary from month
to month because the performance of the underlying mutual funds will fluctuate.
(In the case of fixed annuities, payouts remain the same from month to month.)

For information with respect to transfers between accounts after annuity payouts
begin, see "Transfer policies."

Annuity payout plans

You may choose any one of these annuity payout plans by giving us written
instructions at least 30 days before contract values are to be used to purchase
the payout plan:

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

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

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

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

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

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

Restrictions for some qualified plans: If you purchased a qualified annuity, you
must select a payout plan that provides for payouts:

<PAGE>

PAGE 32
o over the life of the annuitant;
o over the joint lives of the annuitant and a designated
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 a designated beneficiary.

If we do not receive instructions: You must give us written instructions for the
annuity payouts at least 30 days before the annuitant's retirement date. If you
do not, we will make payouts under Plan B, with 120 monthly payouts guaranteed.

If monthly payouts would be less than $20: We will calculate the amount of
monthly payouts at the time the contract value is used to purchase a payout
plan. If the calculations show that monthly payouts would be less than $20, we
have the right to pay the contract value to the owner in a lump sum or to change
the frequency of the payouts.

Death after annuity payouts begin

If you or the annuitant dies after annuity payouts begin, any amount payable to
the beneficiary will be provided in the annuity payout plan in effect.

Taxes

Generally, under current law, any increase in your contract value is taxable to
you only when you receive a payout or withdrawal. (However, see detailed
discussion below.) Any portion of the annuity payouts and any withdrawals you
request that represent ordinary income are normally taxable. You will receive a
1099 tax information form for any year in which a taxable distribution was made
according to our records.

Annuity payouts under nonqualified annuities: A portion of each payout will be
ordinary income and subject to tax, and a portion of each payout will be
considered a return of part of your investment and will not be taxed. All
amounts received after your investment in the annuity is fully recovered will be
subject to tax.

Tax law requires that all nonqualified deferred annuity contracts issued by the
same company to the same owner during a calendar year are to be taxed as a
single, unified contract when distributions are taken from any one of such
contracts.

Annuity payouts under qualified annuities: Under a qualified annuity, the entire
payout generally will be includable as ordinary income and subject to tax except
to the extent that contributions were made with after-tax dollars. If you or
your employer invested in your contract with pre-tax dollars as part of a
qualified retirement plan, such amounts are not considered to be part of your
investment in the contract and will be taxed when paid to you.

<PAGE>

PAGE 33
Withdrawals: If you withdraw part or all of your contract before your annuity
payouts begin, your withdrawal payment will be taxed to the extent that the
value of your contract immediately before the withdrawal exceeds your
investment. You also may have to pay a 10% IRS penalty for withdrawals made
prior to age 59 1/2. For qualified annuities, other penalties may apply if you
make withdrawals from your annuity before your plan specifies that you can
receive payouts.

Death benefits to beneficiaries: The death benefit under an annuity is not
tax-exempt. Any amount received by the beneficiary that represents previously
deferred income earnings within the contract is taxable as ordinary income to
the beneficiary in the year(s) he or she receives the payments.

Annuities owned by corporations, partnerships or trusts: For nonqualified
annuities any annual increase in the value of annuities held by such entities
generally will be treated as ordinary income received during that year. This
provision is effective for purchase payments made after Feb. 28, 1986. However,
if the trust was set up for the benefit of a natural person only, the income
remain tax-deferred.

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

o because of your death;
o because you become disabled (as defined in the Code);
o if the distribution is part of a series of substantially equal
periodic payments, made at least annually, over your life or life expectancy
(or joint lives or life expectancies of you and your beneficiary); or
o if it is allocable to an investment before Aug. 14, 1982 (except
for qualified annuities).

For a qualified annuity, other penalties or exceptions may apply if you make
withdrawals from your annuity before your plan specifies that payouts can be
made.

Withholding, generally: If you receive all or part of the contract value from an
annuity, withholding may be imposed against the taxable income portion of the
payment. Any withholding that is done represents a prepayment of your tax due
for the year. You take credit for such amounts on your annual tax return.

If the payment is part of an annuity payout plan, the amount of withholding
generally is computed using payroll tables. You may provide us with a statement
of how many exemptions to use in calculating the withholding. As long as you
have provided us with a valid Social Security number or taxpayer identification
number, you may elect not to have any withholding occur.

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PAGE 34
If the distribution is any other type of payment (such as a partial or full
withdrawal) withholding is computed using 10% of the taxable portion. Similar to
above, as long as you've provided us with a valid Social Security number or
taxpayer identification number, you may elect not to have this withholding
occur.

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

Transfer of ownership of a nonqualified annuity: If you make such a transfer
without receiving adequate consideration, the transfer is considered a gift, and
also may be considered a withdrawal for federal income tax purposes. If the gift
is a currently taxable event for income tax purposes, the amount of deferred
earnings at the time of the transfer will be taxed to the original owner, who
also may be subject to a 10% IRS penalty as discussed earlier. In this case, the
new owner's investment in the annuity will be the value of the annuity at the
time of the transfer.

Collateral assignment of a nonqualified annuity: If you collaterally assign or
pledge your contract, earnings on purchase payments you made after Aug. 13, 1982
will be taxed to you like a withdrawal.

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

Tax qualification

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.

Voting rights

As a contract owner with investments in the variable subaccount(s), you may vote
on important mutual fund policies until annuity payouts begin. Once they begin,
the person receiving them has voting rights. We will vote fund shares according
to the instructions of the person with voting rights.

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PAGE 35
Before annuity payouts begin, the number of votes you have is determined by
applying your percentage interest in each variable subaccount to the total
number of votes allowed to the subaccount.

After annuity payouts begin, the number of votes you have is equal to:

o the reserve held in each subaccount for your contract;
o divided by the net asset value of one share of the applicable
underlying mutual fund.

As we make annuity payouts, the reserve for the contract decreases; therefore,
the number of votes also will decrease.

We calculate votes separately for each account. Notice of these meetings, proxy
materials and a statement of the number of votes to which the voter is entitled
will be sent.

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

Substitution of investments

If shares of any fund should not be available for purchase by the appropriate
variable subaccount or if, in the judgment of American Enterprise Life's
management, further investment in such shares is no longer appropriate in view
of the purposes of the subaccount, investment in the subaccount may be
discontinued or another registered open-end management investment company may be
substituted for fund shares held in the subaccount(s) if American Enterprise
Life believes it would be in the best interest of persons having voting rights
under the contract. The variable account may be operated as a management company
under the 1940 Act or it may be deregistered under this Act if the registration
is no longer required. In the event of any such substitution or change, American
Enterprise Life, without the consent or approval of the owners, may amend the
contract and take whatever action is necessary and appropriate. However, no such
substitution or change will be made without the necessary approval of the SEC
and state insurance departments. American Enterprise Life will notify owners of
any substitution or change.

Distribution of the contracts

The contracts will be distributed by banks and financial institutions either
directly or through a network of third-party marketers. American Express
Financial Advisors Inc., the principal underwriter for the variable account,
will pay commissions for the distribution of the contracts to the broker-dealers
of the banks or financial institutions or the broker-dealers of the third-party
marketers who have entered into distribution agreements with American Express
Financial Advisors. These commissions will not be more than 7% of purchase
payments received on the contracts.

<PAGE>

PAGE 36
From time to time, American Enterprise Life may pay or permit other promotional
incentives, in cash or credit or other compensation.

About American Enterprise Life

AEL PreferredSM Variable Annuity is issued by American Enterprise Life. American
Enterprise Life is a wholly-owned subsidiary of IDS Life, which is a
wholly-owned subsidiary of AEFC. AEFC is a wholly-owned subsidiary of American
Express Company. American Express Company is a financial services company
principally engaged through subsidiaries (in addition to AEFC) in travel related
services, investment services and international banking services.

American Enterprise Life is a stock life insurance company organized in 1981
under the laws of the state of Indiana. Its administrative office is located at
80 South Eighth Street, Minneapolis, MN 55402. Its statutory address is 100
Capitol Center South, 201 North Illinois Street, Indianapolis, IN 46204.
American Enterprise Life is licensed in the state of Indiana and it conducts a
conventional life insurance business.

American Express Financial Advisors Inc. is the principal underwriter for the
variable account. Its home office is IDS Tower 10, Minneapolis, MN 55440-0010.
American Express Financial Advisors is registered with the SEC under the
Securities Exchange Act of 1934 as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc. American Express Financial
Advisors is a wholly-owned subsidiary of AEFC.

The AEFC family of companies offers not only insurance and annuities, but also
mutual funds, investment certificates and a broad range of financial management
services.

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

Regular and special reports

Services

To help you track and evaluate the performance of your annuity, American
Enterprise Life provides:

Quarterly statements showing the value of your investment.

Annual reports containing required information on the annuity and its underlying
investments.

<PAGE>

PAGE 37
Table of contents of the Statement of Additional Information

Performance information...............................
Calculating annuity payouts...........................
Rating agencies.......................................
Principal underwriter.................................
Independent auditors..................................
Saving for retirement.................................
Prospectus............................................
Financial statements -
American Enterprise Variable Annuity Account
American Enterprise Life Insurance Company
- -------------------------------------------------------------------
Please check the appropriate box to receive a copy of the Statement of
Additional Information for:

____ AEL PreferredSM Variable Annuity

____ IDS Life Retirement Annuity Mutual Funds

____ Putnam Variable Trust

Mail your request to:

American Enterprise Life Insurance Company
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-0534

American Enterprise Life will mail your request to:

Your name _____________________________________________________

Address _______________________________________________________

City __________________________ State ____________ Zip ________

<PAGE>

PAGE 38

STATEMENT OF ADDITIONAL INFORMATION

for

AEL PREFERREDSM VARIABLE ANNUITY

AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT

____________, 1997

American Enterprise Variable Annuity Account is a separate account
established and maintained by American Enterprise Life Insurance
Company (American Enterprise Life).

This Statement of Additional Information (SAI), dated ______, 1997, is not a
prospectus. It should be read together with the prospectus dated ______, 1997,
which may be obtained from your agent, or by writing or calling American
Enterprise Life Insurance Company at the address or telephone number below.

American Enterprise Life Insurance Company
Administrative Offices
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-0534
800-333-3437

<PAGE>

PAGE 39
TABLE OF CONTENTS

Performance Information...................................... 3

Calculating Annuity Payouts.................................. 6

Rating Agencies.............................................. 8

Principal Underwriter........................................ 8

Independent Auditors......................................... 8

Saving for Retirement........................................ 8

Prospectus................................................... 8

Financial Statements
American Enterprise Variable Annuity Account
American Enterprise Life Insurance Company

<PAGE>

PAGE 40
PERFORMANCE INFORMATION

The following performance figures are calculated on the basis of historical
performance of the funds. The performance figures relating to these funds assume
that the contract was offered prior to _____, 1997, which it was not. Before the
subaccounts began investing in these funds, the figures show what the
performance would have been if these subaccounts had existed during the
illustrated periods. Once these subaccounts began investing in these funds,
actual values are used for the calculations.

Calculation of Yield for the Subaccount investing in IDS Life Moneyshare Fund.

Simple yield for the subaccount investing in the IDS Life Moneyshare Fund will
be based on the: (a) change in the value of a hypothetical investment (exclusive
of capital changes) at the beginning of a seven-day period for which yield is to
be quoted; (b) subtracting a pro rata share of subaccount expenses accrued over
the seven-day period; (c) dividing the difference by the value of the subaccount
at the beginning of the period to obtain the base period return; and (d)
annualizing the results (i.e., multiplying the base period return by 365/7).

The value of the hypothetical subaccount includes the amount of any declared
dividends, the value of any shares purchased with any dividend paid during the
period and any dividends declared for such shares. The variable subaccount's
yield does not include any realized or unrealized gains or losses, nor does it
include the effect of any applicable surrender charge.

Calculation of compound yield begins with the same base period return used in
the calculation of yield, which is then annualized to reflect compounding
according to the following formula:

Compound Yield = [(Base Period Return + 1) 365/7 ] -1

Annualized Yield based on Seven-Day Period ended Dec. 31, 1996

Subaccount investing in: Simple Yield Compound Yield
IDS Life Moneyshare Fund 3.26% 3.32%

Calculation of Yield for the Subaccount investing in IDS Life
Special Income Fund.

For the subaccount investing in the IDS Life Special Income Fund quotations of
yield will be based on all investment income earned during a particular 30-day
period, less expenses accrued during the period (net investment income) and will
be computed by dividing net investment income per accumulation unit by the value
of an accumulation unit on the last day of the period, according to the
following formula:

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PAGE 41
YIELD = 2[(a-b + 1) 6 - 1]
cd

where: a = dividends and investment income earned during the
period
b = expenses accrued for the period (net of
reimbursements)
c = the average daily number of accumulation units outstanding
during the period that were entitled to receive dividends
d = the maximum offering price per accumulation unit on
the last day of the period

Yield on the subaccount is earned from the increase in the net asset value of
shares of the fund in which the subaccount invests and from dividends declared
and paid by the fund, which are automatically invested in shares of the fund.

Annualized yield based on 30-Day Period ended Dec. 31, 1996

Subaccount investing in: Yield
IDS Life Special Income 7.22%

Calculation of average annual total return

Quotations of average annual total return for a subaccount will be expressed in
terms of the average annual compounded rate of return of a hypothetical
investment in the annuity contract over a period of one, five and 10 years (or,
if less, up to the life of the account), calculated according to the following
formula:

P(1+T) n = ERV

where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = Ending Redeemable Value of a hypothetical $1,000 payment made
at the beginning of the one, five, or 10 year (or other) period
at the end of the one, five, or 10 year (or other) period (or
fractional portion thereof)

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PAGE 42
Average Annual Total Return For Period Ended Dec. 31, 1996

Average Annual Total Return with Withdrawal
<TABLE>
<CAPTION>

Since
Subaccount investing in:* 1 Year 5 Year 10 Year Inception
- -----------------------
IDS LIFE
<S> <C> <C> <C> <C>
Aggressive Growth Fund (1/92) 7.49% --% --% 10.09%
Capital Resource Fund (10/81) -0.39 6.50 12.10 --
Managed Fund (4/86) 8.24 8.80 10.74 --
Moneyshare Fund (10/81) -3.06 2.08 3.84 --
Special Income Fund (10/81) -1.31 7.73 7.20 --

PUTNAM VT
Diversified Income Fund (9/93) 0.38 -- -- 4.36
Global Growth (5/97) 10.20 11.86 -- 10.09
Growth and Income Fund (2/88) 13.10 14.02 -- 13.94
New Opportunities Fund (5/94) 1.62 -- -- 20.31
Voyager Fund (5/97) 5.97 15.81 -- 17.16

Average Annual Total Return without Withdrawal

Since
Subaccount Investing in:* 1 Year 5 Year 10 Year Inception
- -----------------------
IDS LIFE
Aggressive Growth Fund (1/92) 14.49% --% --% 10.64%
Capital Resource Fund (10/81) 6.36 6.81 12.10 --
Managed Fund (4/86) 15.24 9.08 10.74 --
Moneyshare Fund (10/81) 3.48 2.45 3.84 --
Special Income Fund (10/81) 5.37 8.03 7.20 --

PUTNAM VT
Diversified Income Fund (9/93) 7.18 -- -- 5.66
Global Growth (5/97) 17.20 12.11 -- 10.09
Growth and Income Fund (2/88) 20.10 14.26 -- 13.94
New Opportunities Fund (5/94) 8.52 -- -- 22.02
Voyager Fund (5/97) 12.97 16.03 -- 17.16
</TABLE>

*inception dates of the funds are shown in parentheses.

Aggregate Total Return

Aggregate total return represents the cumulative change in value of an
investment for a given period (reflecting change in a subaccount's accumulation
unit value) and is computed by the following formula:

ERV - P
P

where: P = a hypothetical initial payment of $1,000
ERV = Ending Redeemable Value of a hypothetical $1,000
payment made at the beginning of the one, five, or 10 year (or
other) period at the end of the one, five, or 10 year (or other)
period (or fractional portion thereof)

The Securities and Exchange Commission (SEC) requires that an assumption be made
that the contract owner withdraws the entire contract at the end of the one,
five and 10 year periods (or, if less, up to the life of the subaccount) for
which performance is required to be calculated. In addition, performance figures
may be shown without the deduction of a withdrawal charge.

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PAGE 43
Total return figures reflect the deduction of all applicable charges including
the contract administrative charge, the variable account administrative charge,
and mortality and expense risk fee.

Performance of the subaccount may be quoted or compared to rankings, yields, or
returns as published or prepared by independent rating or statistical services
or publishers or publications such as The Bank Rate Monitor National Index,
Barron's, Business Week, CDA Technologies, Donoghue's Money Market Fund Report,
Financial Services Week, Financial Times, Financial World, Forbes, Fortune,
Global Investor, Institutional Investor, Investor's Daily, Kiplinger's Personal
Finance, Lipper Analytical Services, Money, Morningstar, Mutual Fund Forecaster,
Newsweek, The New York Times, Personal Investor, Stranger Report, Sylvia
Porter's Personal Finance, USA Today, U.S. News & World Report, The Wall Street
Journal and Wiesenberger Investment Companies Service.

CALCULATING ANNUITY PAYOUTS

The Variable Account

The following calculations are done separately for each of the subaccounts of
the variable account. The separate monthly payouts, added together, make up your
total variable annuity payout.

Initial Payout: To compute your first monthly payment, we:

o determine the dollar value of your annuity as of the valuation date seven days
before the retirement date and then deduct any applicable premium tax; then
o apply the result to the annuity table contained in the contract or another
table at least as favorable. The annuity table shows the amount of the first
monthly payment for each $1,000 of value which depends on factors built into the
table, as described below.

Annuity Units: The value of your subaccount is then converted to annuity units.
To compute the number credited to you, we divide the first monthly payment by
the annuity unit value (see below) on the valuation date on (or next day
preceding) the seventh calendar day before the retirement date. The number of
units in your subaccount is fixed. The value of the units fluctuates with the
performance of the underlying mutual fund.

Subsequent Payouts: To compute later payouts, we multiply:

o the annuity unit value on the valuation date on or immediately preceding the
seventh calendar day before the payout is due; by
o the fixed number of annuity units credited to you.

Annuity Table: The table shows the amount of the first monthly
payment for each $1,000 of contract value according to the age and,
when applicable, the sex of the annuitant. (Where required by law,
we will use a unisex table of settlement rates.) The table assumes

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PAGE 44
that the contract value is invested at the beginning of the annuity payout
period and earns a 5% rate of return, which is reinvested and helps to support
future payouts.

Annuity Unit Values: This value was originally set at $1 for each
subaccount. To calculate later value we multiply the last annuity
value by the product of:

o the net investment factor; and

o the neutralizing factor. The purpose of the neutralizing factor is to offset
the effect of the assumed investment rate built into the annuity table. With an
assumed investment rate of 5%, the neutralizing factor is 0.999866 for a one day
valuation period.

Net Investment Factor:

This value is determined each business day by:

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

Because the net asset value of the underlying mutual fund may fluctuate, the net
investment factor may be greater or less than one, and the accumulation unit
value may increase or decrease. You bear this investment risk in a variable
subaccount.

The Fixed Account

Your fixed annuity payout amounts are guaranteed. Once calculated, your payout
will remain the same and never change. To calculate your annuity payouts we:

o take the value of your fixed account at the retirement date or the date you
have selected to begin receiving your annuity payouts; then
o using an annuity table, we apply the value according to the annuity payout
plan you select; and
o the annuity payout table we use will be the one in effect at the time you
choose to begin your annuity payouts. The table will be equal to or greater than
the table in your contract.

RATING AGENCIES

The following chart reflects the ratings given to American
Enterprise Life by independent rating agencies. These agencies
evaluate the financial soundness and claims-paying ability of
insurance companies based on a number of different factors. This
information does not relate to the management or performance of the
variable subaccounts of AEL PreferredSM Variable Annuity. This

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PAGE 45
information relates only to the fixed account and reflects American Enterprise
Life's ability to make annuity payouts and to pay death benefits and other
distributions from the annuity.

Rating agency Rating

A.M. Best A+
(Superior)

Duff & Phelps AAA

Moody's Aa2

PRINCIPAL UNDERWRITER

The principal underwriter for the accounts is American Express Financial
Advisors Inc. which offers the variable contracts on a continuous basis.

INDEPENDENT AUDITORS

The financial statements of American Enterprise Variable Annuity Account - AEL
PreferredSM Variable Annuity Subaccounts including the statements of net assets
as of Dec. 31, 1996, and the related statement of operations for the year ended
Dec. 31, 1996, and the statements of changes in net assets for the year ended
Dec. 31, 1996, and the period from Feb. 21, 1995 (commencement of operations) to
Dec. 31, 1995 and the financial statements of American Enterprise Life Insurance
Company (a wholly owned subsidiary of IDS Life Insurance Company) at Dec. 31,
1996 and 1995 and for each of the three years in the period ended Dec. 31, 1996,
appearing in this SAI, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon appearing elsewhere herein.

SAVING FOR RETIREMENT

You may have to save more for retirement because the average person lives 17
years in retirement. Social security and pensions will not cover your expenses
in retirement. Sixty cents of every retirement dollar must come from your
personal savings.

Sources: Social Security Administration, U.S. Department of
Health and Human Services.

PROSPECTUS

The prospectus dated _____, 1997, is hereby incorporated in this SAI by
reference.

<PAGE>

American Enterprise Variable Annuity Account -- AEL Preferred Variable Annuity Subaccounts
- ------------------------------------------------------------------------------------------------------------------------------
Statements of Net Assets* Dec. 31, 1996

Segregated Asset Subaccounts
---------------------------------------------------------------------------
Assets EAG ECR EMG ESI EMS
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments in shares of mutual funds,
at market value:
IDS Life Aggressive Growth Fund -
124,152 shares at net asset value
of $15.66 per share (cost $1,944,162) $1,944,270 $ $ - $ - $ -
IDS Life Capital Resource Fund -
126,400 shares at net asset value
of $23.68 per share (cost $3,252,829) - 2,992,860 - - -
IDS Life Managed Fund, Inc. -
125,309 shares at net asset value
of $16.77 per share (cost $1,993,797) - - 2,101,885 - -
IDS Life Special Income Fund -
143,132 shares at net asset value
of $11.90 per share (cost $1,684,234) - - - 1,702,800 -
IDS Life Moneyshare Fund, Inc. -
256,743 shares at net asset value
of $1.00 per share (cost $256,721) - - - - 256,723
Putnam VT Diversified Income Fund -
199,566 shares at net asset value
of $11.27 per share (cost $2,151,028) - - - - -
Putnam VT Growth and Income Fund -
228,348 shares at net asset value
of $24.56 per share (cost $4,944,570) - - - - -
Putnam VT New Opportunities Fund -
261,611 shares at net asset value
of $17.22 per share (cost $4,340,197) - - - - -
- ------------------------------------------------------------------------------------------------------------------------------
1,944,270 2,992,860 2,101,885 1,702,800 256,723
- ------------------------------------------------------------------------------------------------------------------------------
Dividends receivable - - - 10,373 1,085
Accounts receivable from American Enterprise Life
for contract purchase payments 257 - 2,756 2,728 -
Receivable from mutual funds for
share redemptions - 5,217 - - -
- ------------------------------------------------------------------------------------------------------------------------------
Total assets 1,944,527 2,998,077 2,104,641 1,715,901 257,808
- ------------------------------------------------------------------------------------------------------------------------------
Liabilities
- ------------------------------------------------------------------------------------------------------------------------------
Payable to American Enterprise Life for:
Mortality and expense risk fee 2,102 3,236 2,227 1,809 277
Contract terminations - 5,217 - - -
Administrative charge 420 648 446 362 55
Payable to mutual funds for investments
purchased 273 - 2,756 10,930 753
- ------------------------------------------------------------------------------------------------------------------------------
Total liabilities 2,795 9,101 5,429 13,101 1,085
- ------------------------------------------------------------------------------------------------------------------------------
Net assets applicable to contracts in
accumulation period $1,941,732 $2,988,976 $2,099,212 $1,702,800 $256,723
- ------------------------------------------------------------------------------------------------------------------------------
Accumulation units outstanding 1,323,955 2,350,045 1,545,535 1,377,190 240,823
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value per accumulation unit $1.47 $1.27 $1.36 $1.24 $1.07
- ------------------------------------------------------------------------------------------------------------------------------
*Subaccounts EVO and EGG had no activity in 1996.

See accompanying notes to financial statements.
</TABLE>

American Enterprise Variable Annuity Account -- AEL Preferred Variable Annuity Subaccounts
- ----------------------------------------------------------------------------------------------------------------
Statements of Net Assets* - continued Dec. 31, 1996

Segregated Asset Subaccounts Combined
--------------------------------------------- Variable
Assets EDI EGI ENO Combined
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investments in shares of mutual funds,
at market value:
IDS Life Aggressive Growth Fund -
124,152 shares at net asset value
of $15.66 per share (cost $1,944,162) $ - $ - $ - $ 1,944,270
IDS Life Capital Resource Fund -
126,400 shares at net asset value
of $23.68 per share (cost $3,252,829) - - - 2,992,860
IDS Life Managed Fund, Inc. -
125,309 shares at net asset value
of $16.77 per share (cost $1,993,797) - - - 2,101,885
IDS Life Special Income Fund -
143,132 shares at net asset value
of $11.90 per share (cost $1,684,234) - - - 1,702,800
IDS Life Moneyshare Fund, Inc. -
256,743 shares at net asset value
of $1.00 per share (cost $256,721) - - - 256,723
Putnam VT Diversified Income Fund -
199,566 shares at net asset value
of $11.27 per share (cost $2,151,028) 2,249,106 - - 2,249,106
Putnam VT Growth and Income Fund -
228,348 shares at net asset value
of $24.56 per share (cost $4,944,570) - 5,608,219 - 5,608,219
Putnam VT New Opportunities Fund -
261,611 shares at net asset value
of $17.22 per share (cost $4,340,197) - - 4,504,945 4,504,945
- ----------------------------------------------------------------------------------------------------------------
2,249,106 5,608,219 4,504,945 21,360,808
- ----------------------------------------------------------------------------------------------------------------
Dividends receivable - - - 11,458
Accounts receivable from American Enterprise Life
for contract purchase payments 4,148 4,488 92,319 106,696
Receivable from mutual funds for
share redemptions - - - 5,217
- ----------------------------------------------------------------------------------------------------------------
Total assets 2,253,254 5,612,707 4,597,264 21,484,179
- ----------------------------------------------------------------------------------------------------------------
Liabilities
- ----------------------------------------------------------------------------------------------------------------
Payable to American Enterprise Life for:
Mortality and expense risk fee 2,427 6,057 4,748 22,883
Contract terminations - - - 5,217
Administrative charge 485 1,211 949 4,576
Payable to mutual funds for investments
purchased 4,148 4,488 92,319 115,667
- ----------------------------------------------------------------------------------------------------------------
Total liabilities 7,060 11,756 98,016 148,343
- ----------------------------------------------------------------------------------------------------------------
Net assets applicable to contracts in
accumulation period $2,246,194 $5,600,951 $4,499,248 $21,335,836
- ----------------------------------------------------------------------------------------------------------------
Accumulation units outstanding 1,824,245 3,655,312 2,979,587
- -----------------------------------------------------------------------------------------------
Net asset value per accumulation unit $1.23 $1.53 $1.51
- -----------------------------------------------------------------------------------------------
*Subaccounts EVO and EGG had no activity in 1996.

See accompanying notes to financial statements.
</TABLE>

American Enterprise Variable Annuity Account -- AEL Preferred Variable Annuity Subaccounts
- ----------------------------------------------------------------------------------------------------------------
Statements of Operations* Year ended Dec. 31, 1996

Segregated Asset Subaccounts
-----------------------------------------------------------------------
EAG ECR EMG ESI EMS
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividend income from mutual funds $195,247 $ 447,677 $ 161,548 $ 92,432 $ 6,603
- ----------------------------------------------------------------------------------------------------------------
Expenses:
Mortality and expense risk fee 16,404 26,117 17,962 14,742 1,685
Administrative charge 3,281 5,224 3,592 2,948 337
- ----------------------------------------------------------------------------------------------------------------
Total expenses 19,685 31,341 21,554 17,690 2,022
- ----------------------------------------------------------------------------------------------------------------
Investment income (loss) - net 175,562 416,336 139,994 74,742 4,581
- ----------------------------------------------------------------------------------------------------------------

Realized and Unrealized Gain (Loss) on Investments - net

- ----------------------------------------------------------------------------------------------------------------
Realized gain (loss) on sales of investments in mutual funds:
Proceeds from sales 95,714 117,410 120,540 152,258 153,012
Cost of investments sold 90,385 119,504 113,153 153,718 153,013
- ----------------------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments 5,329 (2,094) 7,387 (1,460) (1)
Net change in unrealized appreciation
or depreciation of investments (25,579) (287,096) 83,860 5,443 2
- ----------------------------------------------------------------------------------------------------------------
Net gain (loss) on investments (20,250) (289,190) 91,247 3,983 1
- ----------------------------------------------------------------------------------------------------------------
Net increase from operations $155,312 $ 127,146 $ 231,241 $ 78,725 $ 4,582
- ----------------------------------------------------------------------------------------------------------------
*Subaccounts EVO and EGG had no activity in the year ended Dec. 31, 1996.

See accompanying notes to financial statements.
</TABLE>

American Enterprise Variable Annuity Account --
AEL Preferred Variable Annuity Subaccounts
- ----------------------------------------------------------------------------------------------------
Statements of Operations* - continued Year ended Dec. 31, 1996

Segregated Asset Subaccounts Combined
------------------------------------------ Variable
EDI EGI ENO Account
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment income:
Dividend income from mutual funds $ 78,310 $ 157,276 $ - $ 1,139,093
- ----------------------------------------------------------------------------------------------------
Expenses:
Mortality and expense risk fee 19,862 45,020 37,601 179,393
Administrative charge 3,972 9,004 7,520 35,878
- ----------------------------------------------------------------------------------------------------
Total expenses 23,834 54,024 45,121 215,271
- ----------------------------------------------------------------------------------------------------
Investment income (loss) - net 54,476 103,252 (45,121) 923,822
- ----------------------------------------------------------------------------------------------------

Realized and Unrealized Gain (Loss) on Investments - net

- ----------------------------------------------------------------------------------------------------
Realized gain (loss) on sales of investments in mutual funds:
Proceeds from sales 200,600 124,207 94,415 1,058,156
Cost of investments sold 198,770 116,565 87,298 1,032,406
- ----------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments 1,830 7,642 7,117 25,750
Net change in unrealized appreciation
or depreciation of investments 73,352 575,348 94,114 519,444
- ----------------------------------------------------------------------------------------------------
Net gain (loss) on investments 75,182 582,990 101,231 545,194
- ----------------------------------------------------------------------------------------------------
Net increase from operations $129,658 $ 686,242 $ 56,110 $ 1,469,016
- ----------------------------------------------------------------------------------------------------
*Subaccounts EVO and EGG had no activity in the year ended Dec. 31, 1996.

See accompanying notes to financial statements.
</TABLE>
<PAGE>

American Enterprise Variable Annuity Account -- AEL Preferred Variable Annuity Subaccounts
- ------------------------------------------------------------------------------------------------------------------
Statements of Changes in Net Assets* Year ended Dec. 31, 1996

Segregated Asset Subaccounts
-------------------------------------------------------------------------
Operations EAG ECR EMG ESI EMS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income (loss) - net $ 175,562 $ 416,336 $ 139,994 $ 74,742 $ 4,581
Net realized gain (loss) on investments 5,329 (2,094) 7,387 (1,460) (1)
Net change in unrealized appreciation
or depreciation of investments (25,579) (287,096) 83,860 5,443 2
- ------------------------------------------------------------------------------------------------------------------
Net increase from operations 155,312 127,146 231,241 78,725 4,582
- ------------------------------------------------------------------------------------------------------------------
Contract Transactions
- ------------------------------------------------------------------------------------------------------------------
Variable annuity contract
purchase payments 1,188,007 1,819,729 1,299,140 1,330,728 277,016
Net transfers** 44,944 160,697 (54,922) (128,604) (160,372)
Contract terminations:
Surrender benefits and contract charges (52,750) (96,464) (52,330) (45,696) (67)
Death benefits - - (18,177) (17,536) -
- ------------------------------------------------------------------------------------------------------------------
Increase from contract transactions 1,180,201 1,883,962 1,173,711 1,138,892 116,577
- ------------------------------------------------------------------------------------------------------------------
Net assets at beginning of year 606,219 977,868 694,260 485,183 135,564
- ------------------------------------------------------------------------------------------------------------------
Net assets at end of year $ 1,941,732 $2,988,976 $ 2,099,212 $1,702,800 $ 256,723
- ------------------------------------------------------------------------------------------------------------------

Accumulation Unit Activity
- ------------------------------------------------------------------------------------------------------------------
Units outstanding at beginning of year 473,162 817,655 588,760 413,748 131,600
Contract purchase payments 858,107 1,485,938 1,062,502 1,131,063 263,096
Net transfers** 32,975 129,540 (44,426) (109,946) (153,809)
Contract terminations:
Surrender benefits and contract charges (40,289) (83,088) (46,345) (42,442) (64)
Death benefits - - (14,956) (15,233) -
- ------------------------------------------------------------------------------------------------------------------
Units outstanding at end of year 1,323,955 2,350,045 1,545,535 1,377,190 240,823
- ------------------------------------------------------------------------------------------------------------------
*Subaccounts EVO and EGG had no activity in the year ended Dec. 31, 1996.
**Includes transfer activity from (to) other Accounts and transfers (from) to
American Enterprise Life for conversion from (to) Fixed Account.

See accompanying notes to financial statements.
</TABLE>

American Enterprise Variable Annuity Account -- AEL Preferred Variable Annuity Subaccounts
- ------------------------------------------------------------------------------------------------------
Statements of Changes in Net Assets* - continued Year ended Dec. 31, 1996

Segregated Asset Subaccounts Combined
-------------------------------------------- Variable
Operations EDI EGI ENO Account
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment income (loss) - net $ 54,476 $ 103,252 $ (45,121) $ 923,822
Net realized gain (loss) on investments 1,830 7,642 7,117 25,750
Net change in unrealized appreciation
or depreciation of investments 73,352 575,348 94,114 519,444
- ------------------------------------------------------------------------------------------------------
Net increase from operations 129,658 686,242 56,110 1,469,016
- ------------------------------------------------------------------------------------------------------
Contract Transactions
- ------------------------------------------------------------------------------------------------------
Variable annuity contract
purchase payments 1,660,528 3,170,351 3,175,961 13,921,460
Net transfers** (184,094) 427,988 411,509 517,146
Contract terminations:
Surrender benefits and contract charges (49,780) (140,638) (102,255) (539,980)
Death benefits - (9,662) - (45,375)
- ------------------------------------------------------------------------------------------------------
Increase from contract transactions 1,426,654 3,448,039 3,485,215 13,853,251
- ------------------------------------------------------------------------------------------------------
Net assets at beginning of year 689,882 1,466,670 957,923 6,013,569
- ------------------------------------------------------------------------------------------------------
Net assets at end of year $2,246,194 $5,600,951 $ 4,499,248 $ 21,335,836
- ------------------------------------------------------------------------------------------------------

Accumulation Unit Activity
- -------------------------------------------------------------------------------------
Units outstanding at beginning of year 600,567 1,151,991 690,849
Contract purchase payments 1,425,924 2,299,290 2,086,487
Net transfers** (156,974) 310,542 275,115
Contract terminations:
Surrender benefits and contract charges (45,272) (99,565) (72,864)
Death benefits - (6,946) -
- -------------------------------------------------------------------------------------
Units outstanding at end of year 1,824,245 3,655,312 2,979,587
- -------------------------------------------------------------------------------------
*Subaccounts EVO and EGG had no activity in the year ended Dec. 31, 1996.
**Includes transfer activity from (to) other Accounts and transfers (from) to
American Enterprise Life for conversion from (to) Fixed Account.

See accompanying notes to financial statements.
</TABLE>

American Enterprise Variable Annuity Account --
AEL Preferred Variable Annuity Subaccounts
- ------------------------------------------------------------------------------------
Statements of Changes in Net Assets For the period Feb. 21, 1995 (commencement
of operations) to Dec. 31, 1995

Segregated Asset Subaccounts
--------------------------------------------------------
Operations EAG ECR EMG ESI EMS
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment income
(loss) - net $ (906) $ 23,141 $ 2,580 $ 6,298 $ 2,095
Net realized gain
(loss) on investments 1,049 1,094 868 403 -
Net change in unrealized
appreciation or
depreciation of
investments 25,687 27,127 24,228 13,123 -
- ------------------------------------------------------------------------------------
Net increase from operations 25,830 51,362 27,676 19,824 2,095
- ------------------------------------------------------------------------------------
Contract Transactions
- ------------------------------------------------------------------------------------
Variable annuity contract
purchase payments 557,366 906,083 668,364 465,579 192,695
Net transfers* 27,715 26,610 816 445 (59,226)
Contract terminations:
Surrender benefits (4,692) (6,187) (2,596) (665) -
- ------------------------------------------------------------------------------------
Increase from
contract transactions 580,389 926,506 666,584 465,359 133,469
- ------------------------------------------------------------------------------------
Net assets at beginning
of period - - - - -
- ------------------------------------------------------------------------------------
Net assets at end
of period $606,219 $977,868 $694,260 $485,183 $135,564
- ------------------------------------------------------------------------------------
Accumulation Unit Activity
- ------------------------------------------------------------------------------------
Units outstanding at
beginning of period - - - - -
Contract purchase payments 454,945 800,247 590,321 413,918 189,518
Net transfers* 22,093 22,925 767 434 (57,918)
Contract terminations:
Surrender benefits (3,876) (5,517) (2,328) (604) -
- ------------------------------------------------------------------------------------
Units outstanding at
end of period 473,162 817,655 588,760 413,748 131,600
- ------------------------------------------------------------------------------------
* Includes transfer activity from (to) other Accounts and transfers from (to)
American Enterprise Life for conversion from (to) the fixed account.
See accompanying notes to financial statements.
</TABLE>

American Enterprise Variable Annuity Account --
AEL Preferred Variable Annuity Subaccounts
- ------------------------------------------------------------------------------
Statements of Changes in Net Assets -- continued

For the period Feb. 21, 1995 (commencement
of operations) to Dec. 31, 1995

Combined
__Segregated Asset Subaccounts__ Variable
Operations EDI EGI ENO Account
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment income
(loss) - net $ (685) $ (2,627) $ (2,738) $ 27,158
Net realized gain
(loss) on investments 272 1,557 1,494 6,737
Net change in unrealized
appreciation or
depreciation of
investments 24,726 88,301 70,635 273,827
- ------------------------------------------------------------------------------
Net increase
from operations 24,313 87,231 69,391 307,722
- ------------------------------------------------------------------------------
Contract Transactions
- ------------------------------------------------------------------------------
Variable annuity contract
purchase payments 667,230 1,410,722 887,679 5,755,718
Net transfers* 447 9,040 20,208 26,055
Contract terminations:
Surrender benefits (2,108) (40,323) (19,355) (75,926)
- ------------------------------------------------------------------------------
Increase from
contract transactions 665,569 1,379,439 888,532 5,705,847
- ------------------------------------------------------------------------------
Net assets at beginning
of period - - - -
- ------------------------------------------------------------------------------
Net assets at end
of period $689,882 $1,466,670 $957,923 $6,013,569
- ------------------------------------------------------------------------------
Accumulation Unit Activity
- ------------------------------------------------------------------------------
Units outstanding at
beginning of period - - -
Contract purchase
payments 602,054 1,177,088 690,494
Net transfers* 430 7,402 15,447
Contract terminations:
Surrender benefits (1,917) (32,499) (15,092)
- ----------------------------------------------------------------
Units outstanding at
end of period 600,567 1,151,991 690,849
- ----------------------------------------------------------------
* Includes transfer activity from (to) other Accounts and transfers from (to)
American Enterprise Life for conversion from (to) the fixed account.
See accompanying notes to financial statements.
</TABLE>

<PAGE>

American Enterprise Variable Annuity Account --
AEL Preferred Variable Annuity Subaccounts

Notes to Financial Statements
- --------------------------------------------------------------------------------
1. Organization

American Enterprise Variable Annuity Account (the Account) was established under
Indiana law on July 15, 1987 and the subaccounts are registered together as a
single unit investment trust of American Enterprise Life Insurance Company
(American Enterprise Life) under the Investment Company Act of 1940, as amended
(the "1940 Act"). Operations of the Account commenced on Feb. 21, 1995.

The Account is comprised of various subaccounts. The assets of each subaccount
of the Account are not chargeable with liabilities arising out of the business
conducted by any other subaccount, account or by American Enterprise Life.
Purchase payments are allocated to any or all of ten subaccounts of the Account
or the fixed account. The purchase payments allocated to the subaccounts are
then invested in shares of five funds of the IDS Life Retirement Annuity Mutual
Funds (collectively, the IDS Life Funds), or in shares of five funds of Putnam
Variable Trust (collectively, Putnam Funds) formerly known as Putnam Capital
Manager Trust.

The IDS Life Funds are registered under the 1940 Act as diversified, open-end
management investment companies. IDS Life Capital Resource Fund, IDS Life
Special Income Fund and IDS Life Moneyshare Fund, Inc. commenced operations Oct.
13, 1981. IDS Life Managed Fund, Inc. commenced operations April 30, 1986. IDS
Life Aggressive Growth Fund commenced operations on Jan. 13, 1992. Purchase
payments allocated to the EAG subaccount invest in shares of IDS Life Aggressive
Growth Fund; the ECR subaccount invests in shares of IDS Life Capital Resource
Fund; the EMG subaccount invests in shares of IDS Life Managed Fund; ESI
subaccount invests in shares of IDS Life Special Income Fund; and the EMS
subaccount invests in shares of IDS Life Moneyshare Fund.

Putnam Variable Trust was organized on Sept. 24, 1987 as a Massachusetts
business trust and is registered under the 1940 Act as a diversified, open-end
management investment company. The Putnam VT Diversified Income Fund commenced
operations on Sept. 15, 1993. The Putnam VT Growth and Income Fund commenced
operations on Feb. 1, 1988. The Putnam VT New Opportunities Fund commenced
operations on May 2, 1994. The Putnam VT Voyager Fund commenced operations on
Feb. 1, 1988. The Putnam VT Global Growth Fund commenced operations on May 1,
1990. Purchase payments allocated to the EDI subaccount invest in shares of the
Putnam VT Diversified Income Fund; the EGI subaccount invests in shares of the
Putnam VT Growth and Income Fund; the ENO subaccount invests in shares of the
Putnam VT New Opportunities Fund; the EVO subaccount invests in shares of the
Putnam VT Voyager Fund and the EGG subaccount invests in shares of the Putnam VT
Global Growth Fund. The EVO and EGG subaccounts will commence operations in
1997.

American Enterprise Life issues the contracts which are distributed by banks and
financial institutions either directly or through a network of third-party
marketers. IDS Life Insurance Company, parent company of American Enterprise
Life, serves as investment manager and distributor for the IDS Life Funds.
American Express Financial Corporation serves as investment advisor to the IDS
Life Funds. Putnam Investment Management, Inc. serves as the Putnam Funds
investment manager. Putnam Mutual Funds serves as distributor and principal
underwriter for the Putnam Funds.

- --------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies

Investments in Mutual Funds
Investments in shares of the IDS Life Funds or the Putnam Funds (collectively,
the Funds) are stated at market value which is the net asset value per share as
determined by the respective fund. Investment transactions are accounted for on
the date the shares are purchased and sold. The cost of investments sold and
redeemed is determined on the average cost method. Dividend distributions
received from the Funds are reinvested, net of any expenses payable to American
Enterprise Life, in additional shares of the Funds and are recorded as income by
the subaccounts on the ex-dividend date.

Unrealized appreciation or depreciation of investments in the accompanying
financial statements represents the subaccounts' share of the Funds'
undistributed net investment income, undistributed realized gain or loss and the
unrealized appreciation or depreciation on their investment securities.

Federal Income Taxes
American Enterprise Life is taxed as a life insurance company. The Account is
treated as part of American Enterprise Life for federal income tax purposes.
Under existing federal income tax law, no income taxes are payable with respect
to any investment income of the Account.

<PAGE>

- --------------------------------------------------------------------------------
3. Mortality and Expense Risk Fee

American Enterprise Life makes guarantees to the Account that possible future
adverse changes in administrative expenses and mortality experience of the
annuitants will not affect the Account. The mortality and expense risk fee paid
to American Enterprise Life is applied daily to the subaccounts and reflected in
the accumulation unit values of the subaccounts. The subaccounts pay this fee at
the time dividends are distributed from the Funds in which they invest. It is
equal, on an annual basis, to 1.25 percent of the subaccounts average daily net
assets. This fee does not apply to the fixed account.

- --------------------------------------------------------------------------------
4. Administrative Charge

American Enterprise Life deducts a daily charge equal, on an annual basis, to
0.15 percent of the average daily net assets of each subaccount. It covers
certain administrative and operating expenses of the subaccounts incurred by
American Enterprise Life such as accounting, legal and data processing fees and
expenses involved in the preparation and distribution of reports and
prospectuses. This charge cannot be increased.

- --------------------------------------------------------------------------------
5. Contract Administrative Charge

American Enterprise Life deducts an administrative charge of $30 per year on
each contract anniversary. This charge reimburses American Enterprise Life for
expenses incurred in establishing and maintaining the annuity records. If you
make payments to your annuity under a simplified employee pension plan (SEP), we
will deduct the contract administrative charge on any contract anniversary when
your contract value is $2,000 or more but less than $50,000. This charge will be
waived when the contract value is $50,000 or more on the current contract
anniversary.

The $30 annual charge will be deducted at the time of any full surrender. This
charge cannot be increased and does not apply after annuity payouts begin.
American Enterprise Life does not expect to profit from this charge.

- --------------------------------------------------------------------------------
6. Withdrawal Charge

American Enterprise Life will use a withdrawal charge to help it recover certain
expenses relating to the sale of the annuity. The withdrawal charge will be
deducted for withdrawals during the first six payment years following a purchase
payment. Charges by American Enterprise Life for withdrawals are not available
on an individual segregated asset subaccount basis. Charges for all segregated
asset subaccounts amounted to $34,957 in 1996 and $nil in 1995. Such charges are
not an expense of the subaccounts or the Account. They are deducted from
contract withdrawal benefits paid by American Enterprise Life. This charge will
be waived if the withdrawal meets certain provisions as stated in the contract.

- --------------------------------------------------------------------------------
7. Investment Transactions

The subaccounts' purchases of Fund shares (net of charges), including
reinvestment of dividend distributions, were as follows:
<TABLE>
<CAPTION>
Year ended Dec. 31,
Subaccount Investment 1996 1995 *
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
EAG IDS Life Aggressive Growth Fund............... $ 1,453,339 $ 606,633
ECR IDS Life Capital Resource Fund................ 2,420,544 978,959
EMG IDS Life Managed Fund, Inc.................... 1,436,211 691,443
ESI IDS Life Special Income Fund.................. 1,365,892 491,218
EMS IDS Life Moneyshare Fund, Inc................. 274,170 199,964
EDI Putnam VT Diversified Income Fund............. 1,683,881 683,408
EGI Putnam VT Growth and Income Fund.............. 3,681,192 1,410,167
ENO Putnam VT New Opportunities Fund.............. 3,539,234 912,517
EVO Putnam VT Voyager Fund........................ --** --
EGG Putnam VT Global Growth Fund.................. --** --
- --------------------------------------------------------------------------------------------
$15,854,463 $5,974,309
- --------------------------------------------------------------------------------------------
*For the period Feb. 21, 1995 (commencement of operations) to Dec. 31, 1995.
**Subaccounts EVO and EGG had no activity in the year ended Dec. 31, 1996.
</TABLE>

<PAGE>

American Enterprise Variable Annuity Account --
AEL Preferred Variable Annuity Subaccounts

Annual Financial Information

Report of Independent Auditors

The Board of Directors
American Enterprise Life Insurance Company

We have audited the individual and combined statements of net assets of the
segregated asset subaccounts of American Enterprise Variable Annuity Account --
AEL Preferred Variable Annuity Subaccounts (comprised of subaccounts EAG, ECR,
EMG, ESI, EMS, EDI, EGI, ENO, EVO and EGG) as of December 31, 1996, and the
related statements of operations for the year then ended, and the statements of
changes in net assets for the year ended December 31, 1996 and for the period
from February 21, 1995 (commencement of operations) to December 31, 1995. These
financial statements are the responsibility of the management of American
Enterprise Life Insurance Company. 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. Our procedures included
confirmation of securities owned at December 31, 1996 with the affiliated and
unaffiliated mutual fund managers. 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 individual and combined financial position of the
segregated asset subaccounts of American Enterprise Variable Annuity Account --
AEL Preferred Variable Annuity Subaccounts at December 31, 1996 and the
individual and combined results of their operations and the changes in their net
assets for the periods described above, in conformity with generally accepted
accounting principles.

ERNST & YOUNG LLP
Minneapolis, Minnesota
March 21, 1997

<PAGE>

American Enterprise Life Financial Information

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

AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
BALANCE SHEETS

Dec. 31, Dec. 31,
ASSETS 1996 1995
------ --------- ------
(thousands)
Investments:
Fixed maturities:
Held to maturity, at amortized cost (Fair value:
1996, $1,267,947; 1995, $1,357,977) $1,256,143 $1,308,251
Available for sale, at fair value (Amortized cost:
1996, $2,223,457; 1995, $1,546,025) 2,242,447 1,596,985
---------- ---------
3,498,590 2,905,236

Mortgage loans on real estate 582,982 393,020
Other investments 3,056 4,055
-------- -------
4,084,628 3,302,311

Cash and cash equivalents 40,829 42,896
Accrued investment income 51,571 41,879
Deferred policy acquisition costs 203,225 170,574
Other assets 14,824 4,817
Separate account assets 30,760 8,483
------- ----------

Total assets $4,425,837 $3,570,960
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
Future policy benefits for fixed annuities $3,881,339 $3,155,651
Policy claims and other policyholders' funds 27,427 11,641
Amounts due to brokers 88,731 163
Securities sold under repurchase agreements -- 67,000
Deferred income taxes 18,072 24,177
Other liabilities 15,650 7,029
Separate account liabilities 30,760 8,483
------- -------
Total liabilities 4,061,979 3,274,144

Stockholder's equity:
Capital stock, $100 par value per share;
100,000 shares authorized,
20,000 shares issued and outstanding 2,000 2,000
Additional paid-in capital 242,872 177,872
Net unrealized gain on investments 12,343 33,124
Retained earnings 106,643 83,820
-------- -------
Total stockholder's equity 363,858 296,816
-------- --------

Total liabilities and stockholder's equity $4,425,837 $3,570,960
======== ========
Commitments and contingencies (Note 7)

See accompanying notes.

<PAGE>

AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
STATEMENTS OF INCOME

Years ended Dec. 31,
1996 1995 1994
(thousands)

Revenues:
Net investment income $271,719 $223,706 $162,201
Contractholder charges 5,753 4,214 2,753
Net realized loss on investments (5,258) (1,154) (1,190)
-------- ------- --------

Total revenues 272,214 226,766 163,764

Benefits and expenses:
Interest credited on investment contracts 191,672 162,662 112,977
Amortization of deferred policy
acquisition costs 30,674 20,459 14,052
Other operating expenses 14,133 10,205 6,523
-------- ------- -------

Total expenses 236,479 193,326 133,552
------- ------- -------

Income before income taxes 35,735 33,440 30,212

Income taxes 12,912 11,692 10,574
------- ------- -------

Net income $ 22,823 $ 21,748 $19,638
====== ====== ======

See accompanying notes.

<PAGE>

AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS

Years ended Dec. 31,
1996 1995 1994
(thousands)
Cash flows from operating activities:
Net income $ 22,823 $ 21,748 $ 19,638
Adjustments to reconcile net income to
net cash provided by (used in) operating
activities:
Change in accrued investment income (9,692) (7,951) (8,543)
Change in deferred policy acquisition
costs, net (32,651) (32,926) (37,642)
Change in other assets (10,007) (4,126) (512)
Change in policy claims and other
policyholders' funds 15,786 (4,065) 1,270
Change in deferred income taxes 5,084 (119) (3,925)
Change in other liabilities 8,621 2,698 872
(Accretion of discount)
amortization of premium, net (2,091) (2,321) 1,812
Net realized loss on investments 5,258 1,154 1,190
Other, net (129) -- --
---------- -------- ----------

Net cash provided by (used in)
operating activities 3,002 (25,908) (25,840)
------- ------- -------

Cash flows from investing activities:
Fixed maturities held to maturity:
Purchases (16,967) (252,583) (136,330)
Maturities 26,190 25,754 84,514
Sales 27,944 33,849 1,469
Fixed maturities available for sale:
Purchases (921,914) (485,250) (569,459)
Maturities 212,212 85,629 64,116
Sales 47,542 57,576 54,755
Other investments:
Purchases (212,182) (183,892) (192,488)
Sales 19,850 5,543 112
Change in amounts due to brokers 88,568 (48,709) 21,181
-------- ----------- ---------

Net cash used in
investing activities $(728,757) $(762,083) $(672,130)
--------- --------- ---------

<PAGE>

AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS (continued)

Years ended Dec. 31,
1996 1995 1994
(thousands)

Cash flows from financing activities:
Activity related to investment contracts:
Considerations received $ 846,378 $ 709,127 $ 745,053
Surrenders and other benefits (312,362) (196,260) (113,644)
Interest credited to
account balances 191,672 162,662 112,977
Change in securities sold under
repurchase agreements (67,000) 67,000 (30,000)
Capital contribution from parent 65,000 35,000 35,000
------- ------- ------

Net cash provided by
financing activities 723,688 777,529 749,386
-------- -------- -------

Net (decrease) increase in cash
and cash equivalents (2,067) (10,462) 51,416

Cash and cash equivalents
at beginning of year 42,896 53,358 1,942
--------- ------- -----

Cash and cash equivalents
at end of year $ 40,829 $ 42,896 $ 53,358
======= ======= ======

See accompanying notes.

<PAGE>
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
($ thousands)

1. Summary of significant accounting policies

Nature of business

American Enterprise Life Insurance Company (the Company) is domiciled in
Indiana and is licensed to transact insurance business in 47 states at Dec.
31, 1996. The Company's principal product is deferred annuities which are
issued primarily to individuals. It offers single premium and annual
premium deferred annuities on both a fixed and variable dollar basis.
Immediate annuities are offered as well.

Basis of presentation

The Company is a wholly owned subsidiary of IDS Life Insurance Company (IDS
Life), which is a wholly owned subsidiary of American Express Financial
Corporation. American Express Financial Corporation is a wholly owned
subsidiary of American Express Company. The accompanying financial
statements have been prepared in conformity with generally accepted
accounting principles which vary in certain respects from reporting
practices prescribed or permitted by the Indiana Department of Insurance
(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 carried as a separate component of stockholder's equity, net of
deferred taxes.

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

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

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

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

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

The cost of interest rate caps 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 is included in other investments.

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

Statements of cash flows

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

Supplementary information to the statements of cash flows is summarized as
follows:

1996 1995 1994
------ ------ -----
Cash paid during the year for:
Income taxes $10,317 $11,389 $14,750
Interest on borrowings 998 979 669

Recognition of profits on fixed annuity contracts

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.

Deferred policy acquisition costs

The costs of acquiring new business, principally sales compensation, policy
issue costs, and certain sales expenses, have been deferred on annuity
contracts. These costs are amortized in relation to surrender charge
revenue and a portion of the excess of investment income earned from
investment of the contract considerations over the interest credited to
contract owners.

Liabilities for future policy benefits

Liabilities for single premium deferred annuities and installment annuities
are accumulation values. Liabilities for fixed annuities in a benefit
status are based on the 1983a Table with various interest rates ranging
from 5.5 percent to 8.75 percent, depending on year of issue.

Federal income taxes

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

Included in other liabilities at Dec. 31, 1996 and 1995 are $787 and
($1,813), respectively receivable from/(payable to) IDS Life for federal
income taxes.

Separate account business

The separate account assets and liabilities represent funds held for the
exclusive benefit of the variable annuity contract owners. The Company
receives mortality and expense risk fees from the variable annuity separate
accounts.

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.

Accounting changes

The Financial Accounting Standards Board's (FASB) ) Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of," was effective Jan. 1,
1996. The new rule did not have a material impact on the Company's results
of operations or financial condition.

Reclassification

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

2. Investments

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

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

1996 1995 1994
------- ------- ------
Fixed maturities $(2,888) $(1,114) $(1,198)
Mortgage loans (2,370) -- --
Other investments -- (40) 8
--- ---- ---------
$(5,258) $(1,154) $(1,190)
======= ======= =======

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

1996 1995 1994
---------- ---------- -------
Fixed maturities:
Held to maturity $(37,922) $139,815 $(132,842)
Available for sale (31,970) 118,134 (88,775)

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

Gross Gross
Amortized Unrealized Unrealized Fair
Held to maturity Cost Gains Losses Value
---------------- ---------- -------- -------- ---------
<S> <C> <C> <C> <C>
U.S. Government agency obligations $ 13,536 $ 415 $ -- $ 13,951
State and municipal obligations 3,003 125 -- 3,128
Corporate bonds and obligations 1,030,649 28,013 11,022 1,047,640
Mortgage-backed securities 208,955 1,076 6,803 203,228
----------- -------- -------- -----------
$1,256,143 $29,629 $17,825 $1,267,947
========== ======= ======= ==========

Available for sale
U.S. Government agency obligations $ 1,666 $ -- $ 63 $ 1,603
Corporate bonds and obligations 942,698 20,678 6,486 956,889
Mortgage-backed securities 1,279,093 16,047 11,185 1,283,955
---------- ------- -------- ----------
Total fixed maturities $2,223,457 $36,725 $17,734 $2,242,447
========== ======= ======= ==========
</TABLE>

The change in net unrealized loss on available for sale securities included
as a separate component of stockholder's equity, net of deferred taxes, was
$20,781 in 1996.
<PAGE>
The amortized cost, gross unrealized gains and losses and fair value of
investments in fixed maturities and equity securities at Dec. 31, 1995 are
as follows:
<TABLE>
<CAPTION>

Gross Gross
Amortized Unrealized Unrealized Fair
Held to maturity Cost Gains Losses Value
---------------- ---------- -------- -------- ---------
<S> <C> <C> <C> <C>
U.S. Government agency obligations $ 16,050 $ 570 $ -- $ 16,620
State and municipal obligations 3,004 110 -- 3,114
Corporate bonds and obligations 1,068,971 53,544 5,427 1,117,088
Mortgage-backed securities 220,226 2,460 1,531 221,155
----------- -------- ------ -----------
$1,308,251 $56,684 $6,958 $1,357,977
========== ======= ====== ==========

Available for sale
U.S. Government agency obligations $ 543 $ 14 $ -- $ 557
State and municipal obligations 999 25 -- 1,024
Corporate bonds and obligations 520,978 26,751 436 547,293
Mortgage-backed securities 1,023,505 26,731 2,125 1,048,111
---------- ------- ----- ----------
Total fixed maturities 1,546,025 53,521 2,561 1,596,985
Equity securities 3 -- -- 3
--------------- ----- --------- ---------------
$1,546,028 $53,521 $2,561 $1,596,988
========== ======= ====== ==========
</TABLE>

The change in net unrealized gain on available for sale securities included
as a separate component of stockholder's equity, net of deferred taxes, was
$76,813 in 1995.

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

Amortized Fair
Held to maturity Cost Value

Due in one year or less $ 3,446 $ 3,432
Due from one to five years 203,377 211,070
Due from five to ten years 677,378 689,663
Due in more than ten years 162,987 160,555
Mortgage-backed securities 208,955 203,227
----------- -----------
$1,256,143 $1,267,947
========== ==========

Amortized Fair
Available for sale Cost Value

Due in one year or less $ 78,990 $ 79,668
Due from one to five years 102,420 105,584
Due from five to ten years 618,645 627,245
Due in more than ten years 144,309 145,995
Mortgage-backed securities 1,279,093 1,283,955
----------- -----------

$2,223,457 $2,242,447
========== ==========

During the years ended Dec. 31, 1996, 1995 and 1994, fixed maturities
classified as held to maturity were sold with amortized cost of $27,969,
$34,809 and $1,747, respectively. Net gains and losses on these sales were
not significant. The sale of these fixed maturities was due to significant
deterioration in the issuers' creditworthiness.
<PAGE>
In addition, fixed maturities available for sale were sold during 1996 with
proceeds of $47,542 and gross realized gains and losses of $17 and $3,139,
respectively. Fixed maturities available for sale were sold during 1995
with proceeds of $57,576 and gross realized gains and losses of $nil and
$646, respectively. Fixed maturities available for sale were sold during
1994 with proceeds of $54,755 and gross realized gains and losses of $112
and $1,059, respectively.

At Dec. 31, 1996, bonds carried at $2,897 were on deposit with various
states as required by law.

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

1996 1995 1994
------- -------- -----
Interest on fixed maturities $230,559 $198,829 $151,599
Interest on mortgage loans 41,010 24,969 9,202
Interest on cash equivalents 1,402 829 1,452
Other 1,194 921 824
---------- --- ------
274,165 225,548 163,077
Less investment expenses 2,446 1,842 876
---------- ------ ------
$271,719 $223,706 $162,201
======== ======== ========

Securities are rated by Moody's and Standard & Poor's (S&P), except for
securities carried at approximately $349 million which are rated by
American Express Financial Corporation internal analysts using criteria
similar to Moody's and S&P. A summary of investments in fixed maturities,
at amortized cost, by rating on Dec. 31 is as follows:

Rating 1996 1995
---------------------- ----------- ----------
Aaa/AAA $1,489,460 $1,246,755
Aa/AA 32,903 39,055
Aa/A 38,577 18,076
A/A 445,201 435,957
A/BBB 204,402 148,713
Baa/BBB 818,545 671,896
Baa/BB 97,783 81,821
Below investment grade 352,729 212,003
----------- -----------
$3,479,600 $2,854,276
========== ==========

At Dec. 31, 1996, approximately 93 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 Dec. 31, 1996, approximately 14.3 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:
<TABLE>
<CAPTION>

Dec. 31, 1996 Dec. 31, 1995
------------------- ----------------
On Balance Commitments On Balance Commitments
Region Sheet to Purchase Sheet to Purchase
------------------ ---------- ----------- --------- -----------
<S> <C> <C> <C> <C>
South Atlantic $139,630 $22,525 $ 82,442 $25,781
Middle Atlantic 111,257 6,257 73,958 20,790
East North Central 105,666 7,508 81,456 7,485
Mountain 82,389 4,380 62,275 832
West North Central 54,728 15,017 34,819 9,980
New England 50,584 -- 30,481 13,306
Pacific 18,504 1,877 15,992 4,158
West South Central 14,927 5,006 6,649 832
East South Central 7,667 -- 4,948 --
--------- ------------ ---------- -----------
585,352 62,570 393,020 83,164
Less allowance for losses 2,370 -- -- --
---------- ------------ ----------- --------
$582,982 $62,570 $393,020 $83,164
======== ======= ======== =======
<PAGE>

Dec. 31, 1996 Dec. 31, 1995
--------------- --------------
On Balance Commitments On Balance Commitments
Property type Sheet to Purchase Sheet to Purchase
----------------------- --------- ----------- -------- -----------
Department/retail stores $184,192 $26,905 $138,378 $34,097
Apartments 172,208 2,816 130,601 14,554
Office buildings 112,430 14,391 59,601 9,980
Industrial buildings 54,117 2,816 31,259 9,148
Hotels/Motels 28,189 6,257 3,266 10,811
Medical buildings 18,787 7,508 16,408 2,495
Nursing/retirement homes 8,080 1,877 8,190 1,663
Mixed Use 7,349 -- 5,317 --
Other -- -- -- 416
---------- ----------- ----------- ---------
585,352 62,570 393,020 83,164
Less allowance for losses 2,370 -- -- --
---------- ----------- --------- ----------
$582,982 $62,570 $393,020 $83,164
======== ======= ======== =======
</TABLE>

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

At Dec. 31, 1996, the Company's recorded investment in impaired loans was
$5,515 with a reserve of $870. During the year, the average recorded
investment in impaired loans was $3,577.

There were no impaired loans prior to 1996.

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

1996
Balance, Jan. 1 $ 0
Provision for investment losses 2,370
-------
Balance, Dec. 31 $2,370
======

There was no reserve prior to 1996.

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:

1996 1995 1994
-------- ------- -----
Federal income taxes:
Current $7,124 $11,753 $14,454
Deferred 5,084 (119) (3,925)
----- -------- --------
12,208 11,634 10,529

State income taxes-current 704 58 45
--- --- -----
Income tax expense $12,912 $11,692 $10,574
======= ======= =======
<PAGE>
Increases (decreases) to the federal income tax provision applicable to
pretax income based on the statutory rate are attributable to:

1996 1995 1994
-------------------- ------------------ ------------------
Provision Rate Provision Rate Provision Rate
<S> <C> <C> <C> <C> <C> <C>
Federal income taxes based
on the statutory rate $12,507 35.0% $11,704 35.0% $10,574 35.0%
Increases (decreases) are
attributable to :
Tax-excluded interest (53) (0.1) (69) (0.3) (81) (0.3)
Other, net (246) (0.7) (1) 0.1 36 0.1
---- ---- ----- --- -- ----
Federal income taxes $12,208 34.2% $11,634 34.8% $10,529 34.8%
</TABLE>

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

Deferred tax assets: 1996 1995
------- -----
Policy reserves $48,321 $45,482
Other 1,851 2,036
------- ------
Total deferred tax assets 50,172 47,518
------ ------

Deferred tax liabilities:
Deferred policy acquisition costs 59,162 50,350
Investments 9,082 21,345
------- -------
Total deferred tax liabilities 68,244 71,695
------- --------
Net deferred tax liabilities $(18,072) $(24,177)
======== ========

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

4. Stockholder's equity

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 $6,103 and $7,553 as of Dec. 31,
1996 and 1995, respectively.

Statutory net income and stockholder's equity as of Dec. 31, are
summarized as follows:

1996 1995 1994
------ ------ -------
Statutory net income $ 9,138 $ 15,499 $ 8,131
Statutory stockholder's equity 250,975 187,425 148,037

5. Related party transactions

Charges by IDS Life for use of joint facilities and other services
aggregated $17,936, $10,380 and $5,581 for 1996, 1995 and 1994,
respectively. Certain of these costs are included in deferred policy
acquisition costs.

6. Lines of credit

The Company has available lines of credit with two banks and American
Express Financial Corporation (AEFC) aggregating $80,000, of which $50,000
is with AEFC. The lines of credit are at 45 to 80 basis points over each
lender's cost of funds. The $10,000 line of credit with one bank expired on
Dec. 31, 1996 and the Company did not seek renewal. The $20,000 line of
credit with the other bank expires on June 30, 1997 and the Company expects
to seek renewal. There were no borrowings outstanding under these
agreements at Dec. 31, 1996 or 1995.

7. Commitments and contingencies

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 substantial assessments by state guaranty
associations to cover losses to policyholders of insolvent or rehabilitated
companies. The Company expects additional future assessments related to
past insolvencies and rehabilitations. Management has estimated the impact
of future assessments on the Company's financial position and recorded a
reserve for such future assessments.

8. Derivative financial instruments

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

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

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

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

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

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

Notional Carrying Fair Total Credit
Dec. 31, 1996 Amount Value Value Exposure
Assets:
Interest rate caps $400,000 $3,056 $1,621 $1,621
======== ====== ====== ======

The fair values of derivative financial instruments are based on market
values, dealer quotes or pricing models. All interest rate caps expire in
the year 2000.

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

9. Fair values of financial instruments

The Company discloses fair value information for most on- and off-balance
sheet financial instruments for which it is practicable to estimate that
value. Fair value of life insurance obligations, receivables and all
non-financial instruments, such as deferred acquisition costs are excluded.
Off-balance sheet intangible assets 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.
<PAGE>
<TABLE>
<CAPTION>

1996 1995
--------- ---------
Carrying Fair Carrying Fair
Financial Assets Value Value Value Value
<S> <C> <C> <C> <C>
Investments:
Fixed maturities (Note 2):
Held to maturity $1,256,143 $1,267,947 $1,308,251 $1,357,977
Available for sale 2,242,447 2,242,447 1,596,985 1,596,985
Mortgage loans on real estate
(Note 2) 582,982 597,053 393,020 419,557
Equity securities (Note 2) -- -- 3 3
Derivative financial instruments
(Note 8) 3,056 1,621 4,052 1,574
Cash and cash equivalents (Note 1) 40,829 40,829 42,896 42,896
Separate account assets (Note 1) 30,760 30,760 8,483 8,483

Financial Liabilities
Future policy benefits for fixed
annuities 3,871,682 3,702,141 3,149,087 2,997,716
Separate account liabilities 30,760 28,990 8,483 8,075
</TABLE>

At Dec. 31, 1996 and 1995, the carrying amount and fair value of future
policy benefits for fixed annuities exclude life insurance-related
contracts carried at $9,657 and $6,564, respectively. The fair value of
these benefits is based on the status of the annuities at Dec. 31, 1996 and
1995. The fair value of deferred annuities is estimated as the carrying
amount less applicable surrender charges. The fair value for annuities in
non-life contingent payout status is estimated as the present value of
projected benefit payments at rates appropriate for contracts issued in
1996 and 1995.

<PAGE>
Report of Independent Auditors

The Board of Directors
American Enterprise Life Insurance Company

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

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

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

Ernst & Young LLP
February 7, 1997
Minneapolis, Minnesota

PAGE 46
PART C.

Item 24. Financial Statements and Exhibits

(a) Financial statements included in Part B of this Registration
Statement:

The audited financial statements of American Enterprise Life Insurance
Company including:

Balance sheets as of Dec. 31, 1996 and Dec. 31, 1995 and
Related statements of income and cash flows for each of the
three years in the period ended Dec. 31, 1996.

Notes to Financial Statements.

Report of Independent Auditors dated February 7, 1997.

The audited financial statements of the variable account including:

- - Statements of net assets as of Dec. 31, 1996;
- - Statements of operations for the year ended Dec. 31, 1996;
and
- - Statements of changes in net assets for the year ended Dec.
31, 1996 and for the period from Feb. 21, 1995 (commencement
of operations) to Dec. 31, 1995.
- - There are no financial statements for subaccounts EVO and EGG
because these are new subaccounts and do not have a
performance history.
- - Report of Independent Auditors dated March 21,1997.

(b) Exhibits:

1. Resolution of the Executive Committee of the Board of
Directors of American Enterprise Life dated April 1, 1997,
filed electronically as Exhibit 6.1 to the Pre-Effective
Registration Amendment No. 1, 333-20217, is incorporated
herein by reference.

2. Not applicable.

3.1 Form of Variable Annuity and Life Insurance Distribution
Agreement, to be filed by Amendment.

3.2 Form of Managing General Agent Agreement, to be filed by
Amendment.

4.1 Form of Deferred Annuity Contract (form 37220), is filed electronically
herewith.

4.2 Form of Tax-Qualified Endorsement (form _____), to be filed by
Amendment.

4.3 Form of Annuity Endorsement (form _____), to be filed by
Amendment.

<PAGE>

PAGE 47
5.1 Form of Application for AEL Bank Variable Annuity (form _____), to be
filed by Amendment.

6.1 Amendment and Restatement of Articles of Incorporation of
American Enterprise Life dated July 29, 1986, filed
electronically as Exhibit 6.1 to the Initial Registration
Statement No. 1, filed on or about Jan. 23, 1997 is
incorporated herein by reference.

6.2 Amended By-Laws of American Enterprise Life, filed
electronically as Exhibit 6.2 to the Initial Registration
Statement No. 1, filed on or about Jan. 23, 1997 is
incorporated herein by reference.

7. Not applicable.

8. Form of Participation Agreement among Putnam Variable Trust,
Putnam Mutual Funds Corp. and American Enterprise Life
Insurance Company, dated ____________, 1997, to be filed by
Amendment.

9. Opinion of Counsel and consent to its use as to the legality of the
securities being registered was filed with Registrant's most recent 24f-2
Notice on or about February 19, 1997.

10. Consent of Independent Auditors, filed electronically
herewith.

11. Financial Statement Schedules and Report of Independent
Auditors, filed electronically herewith.

Financial Statement Schedules:

Schedule I Summary of Investments Other Than Investments
In Related Parties
Schedule V Valuation and Qualifying Accounts

Report of Independent Auditors dated February 7, 1997.

All other schedules to the 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.

12. Not applicable.

13. Copy of schedule for computation of each performance quotation provided in
the Registration Statement in response to Item 21, filed electronically as
Exhibit 13 to the Initial Registration Statement to Registration Statement
No. 33-54471, filed on or about July 5, 1994 is incorporated herein by
reference.

14. Financial Data Schedules, filed electronically herewith.

<PAGE>

PAGE 48
15. Power of Attorney to sign this Registration Statement dated
March 28, 1997, filed electronically as Exhibit 15 to the Pre-
Effective Registration Amendment No. 1, 333-20217, is
incorporated herein by reference.

Item 25. Directors and Officers of the Depositor (American
Enterprise Life Insurance Company)
<TABLE>
<CAPTION>

Positions and
Name Principal Business Address Offices with Depositor

<S> <C> <C>
James E. Choat IDS Tower 10 Director and Chief Executive
Minneapolis, MN 55440 Officer

Douglas L. Forsberg IDS Tower 10 Director and President
Minneapolis, MN 55440

Morris Goodwin Jr. IDS Tower 10 Vice President and Treasurer
Minneapolis, MN 55440

Lorraine R. Hart IDS Tower 10 Vice President - Investments
Minneapolis, MN 55440

Richard W. Kling IDS Tower 10 Director and Chairman of the
Board
Minneapolis, MN 55440

Paul S. Mannweiler Indianapolis Power and Light Director
One Monument Circle
P.O. Box 1595
Indianapolis, IN 46206-1595

Stuart A. Sedlacek IDS Tower 10 Director and Executive Vice
Minneapolis, MN 55440 President - Assured Assets

F. Dale Simmons IDS Tower 10 Vice President - Real Estate
Minneapolis, MN 55440 Loan Management

William A. Stoltzmann IDS Tower 10 Vice President, General Counsel
Minneapolis, MN 55440 and Secretary

Melinda S. Urion IDS Tower 10 Vice President and Controller
Minneapolis, MN 55440
</TABLE>

Item 26. Persons Controlled by or Under Common Control with the
Depositor or Registrant

American Enterprise Life Insurance is a wholly owned subsidiary of
IDS Life Insurance Company which is a wholly owned subsidiary of
American Express Financial Corporation. American Express Financial
Corporation is a wholly owned subsidiary of American Express Company
(American Express). The following list includes the names of major
subsidiaries of American Express.

<PAGE>

PAGE 49
Jurisdiction
Name of Subsidiary of Incorporation

I. Travel Related Services

American Express Travel Related
Services Company, Inc. New York

II. International Banking Services

American Express Bank Ltd. Connecticut

III. Companies engaged in American Express Financial Corporation

American Centurion Life Assurance Company New York
American Enterprise Investment Services Inc. Minnesota
American Enterprise Life Insurance Company Indiana
American Express Financial Advisors Inc. Delaware
American Express Financial Corporation Delaware
American Express Insurance Agency of Nevada Inc. Nevada
American Express Minnesota Foundation Minnesota
American Express Service Corporation Delaware
American Express Tax and Business Services Inc. Minnesota
American Express Trust Company Minnesota
American Partners Life Insurance Company Arizona
AMEX Assurance Company Illinois
IDS Advisory Group Inc. Minnesota
IDS Aircraft Services Corporation Minnesota
IDS Cable Corporation Minnesota
IDS Cable II Corporation Minnesota
IDS Capital Holdings Inc. Minnesota
IDS Certificate Company Delaware
IDS Deposit Corp. Utah
IDS Fund Management Limited U.K.
IDS Futures Corporation Minnesota
IDS Futures III Corporation Minnesota
IDS Insurance Agency of Alabama Inc. Alabama
IDS Insurance Agency of Arkansas Inc. Arkansas
IDS Insurance Agency of Massachusetts Inc. Massachusetts
IDS Insurance Agency of Mississippi Ltd. Mississippi
IDS Insurance Agency of New Mexico Inc. New Mexico
IDS Insurance Agency of North Carolina Inc. North Carolina
IDS Insurance Agency of Ohio Inc. Ohio
IDS Insurance Agency of Texas Inc. Texas
IDS Insurance Agency of Utah Inc. Utah
IDS Insurance Agency of Wyoming Inc. Wyoming
IDS International, Inc. Delaware
IDS Life Insurance Company Minnesota
IDS Life Insurance Company of New York New York
IDS Management Corporation Minnesota
IDS Partnership Services Corporation Minnesota
IDS Plan Services of California, Inc. Minnesota
IDS Property Casualty Insurance Company Wisconsin
IDS Real Estate Services, Inc. Delaware
IDS Realty Corporation Minnesota
IDS Sales Support Inc. Minnesota
IDS Securities Corporation Delaware
Investors Syndicate Development Corp. Nevada

<PAGE>

PAGE 50
Item 27. Number of Contractowners

Not applicable.

Item 28. Indemnification

The By-Laws of the depositor provide that the Corporation shall have
the power to indemnify a director, officer, agent or employee of the
Corporation pursuant to the provisions of applicable statues or
pursuant to contract.

The Corporation may purchase and maintain insurance on behalf of any
director, officer, agent or employee of the Corporation against any
liability asserted against or incurred by the director, officer,
agent or employee in such capacity or arising out of the director's,
officer's, agent's or employee's status as such, whether or not the
Corporation would have the power to indemnify the director, officer,
agent or employee against such liability under the provisions of
applicable law.

The By-Laws of the depositor provide that it shall
indemnify a director, officer, agent or employee of the
depositor pursuant to the provisions of applicable
statutes or pursuant to contract.

Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to director, 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 29. Principal Underwriters.

(a) American Express Financial Advisors acts as principal
underwriter for the following investment companies:

IDS Bond Fund, Inc.; IDS California Tax-Exempt Trust; IDS Discovery
Fund, Inc.; IDS Equity Select Fund, Inc.; IDS Extra Income Fund, Inc.;
IDS Federal Income Fund, Inc.; IDS Global Series, Inc.; IDS Growth Fund,
Inc.; IDS High Yield Tax- Exempt Fund, Inc.; IDS International Fund,
Inc.; IDS

<PAGE>

PAGE 51
Investment Series, Inc.; IDS Managed Retirement Fund, Inc.; IDS Market
Advantage Series, Inc.; IDS Money Market Series, Inc.; IDS New
Dimensions Fund, Inc.; IDS Precious Metals Fund, Inc.; IDS Progressive
Fund, Inc.; IDS Selective Fund, Inc.; IDS Special Tax-Exempt Series
Trust; IDS Stock Fund, Inc.; IDS Strategy Fund, Inc.; IDS Tax-Exempt
Bond Fund, Inc.; IDS Tax-Free Money Fund, Inc.; IDS Utilities Income
Fund, Inc., Growth Trust; Growth and Income Trust; Income Trust,
Tax-Free Income Trust, World Trust and IDS Certificate Company.

(b) As to each director, officer or partner of the principal
underwriter:

Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Ronald G. Abrahamson Vice President- None
IDS Tower 10 Service Quality and
Minneapolis, MN 55440 Reengineering

Douglas A. Alger Vice President-Field None
IDS Tower 10 Compensation and
Minneapolis, MN 55440 Administration

Peter J. Anderson Senior Vice President- Vice
IDS Tower 10 Investments President
Minneapolis, MN 55440

Ward D. Armstrong Vice President- None
IDS Tower 10 American Express,
Minneapolis, MN 55440 Institutional Services

John M. Baker Vice President- None
Plan Sponsor Services

Joseph M. Barsky III Vice President-Senior None
IDS Tower 10 Portfolio Manager
Minneapolis, MN 55440

Robert C. Basten Vice President-Tax None
IDS Tower 10 and Business Services
Minneapolis, MN 55440

Timothy V. Bechtold Vice President-Risk None
IDS Tower 10 Management Products
Minneapolis, MN 55440

John D. Begley Group Vice President- None
Suite 100 Ohio/Indiana
7760 Olentangy River Rd.
Columbus, OH 43235

<PAGE>

PAGE 52
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Jack A. Benjamin Group Vice President- None
Suite 200 Greater Pennsylvania
3500 Market Street
Camp Hill, PA 17011

Alan F. Bignall Vice President- None
IDS Tower 10 Technology and
Minneapolis, MN 55440 Development

Brent L. Bisson Group Vice President- None
Suite 900 Los Angeles Metro
E. Westside Twr
11835 West Olympic Blvd.
Los Angeles, CA 90064

John C. Boeder Vice President- None
IDS Tower 10 Mature Market Group
Minneapolis, MN 55440

Walter K. Booker Group Vice President- None
Suite 200 New Jersey
3500 Market Street
Camp Hill, NJ 17011

Bruce J. Bordelon Group Vice President- None
Galleria One Suite 1900 Gulf States
Galleria Blvd.
Metairie, LA 70001

Charles R. Branch Group Vice President- None
Suite 200 Northwest
West 111 North River Dr
Spokane, WA 99201

Karl J. Breyer Senior Vice President- None
IDS Tower 10 Corporate Affairs and
Minneapolis, MN 55440 Special Counsel

Daniel J. Candura Vice President- None
IDS Tower 10 Marketing Support
Minneapolis, MN 55440

Cynthia M. Carlson Vice President- None
IDS Tower 10 American Express
Minneapolis, MN 55440 Securities Services

Orison Y. Chaffee III Vice President-Field None
IDS Tower 10 Real Estate
Minneapolis, MN 55440

<PAGE>

PAGE 53
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

James E. Choat Senior Vice President- None
IDS Tower 10 Field Management
Minneapolis, MN 55440

Kenneth J. Ciak Vice President and None
IDS Property Casualty General Manager-
1400 Lombardi Avenue IDS Property Casualty
Green Bay, WI 54304

Roger C. Corea Group Vice President- None
290 Woodcliff Drive Upstate New York
Fairport, NY 14450

Henry J. Cormier Group Vice President- None
Commerce Center One Connecticut
333 East River Drive
East Hartford, CT 06108

John M. Crawford Group Vice President- None
Suite 200 Arkansas/Springfield/Memphis
10800 Financial Ctr Pkwy
Little Rock, AR 72211

Kevin F. Crowe Group Vice President- None
Suite 312 Carolinas/Eastern Georgia
7300 Carmel Executive Pk
Charlotte, NC 28226

Colleen Curran Vice President and None
IDS Tower 10 Assistant General Counsel
Minneapolis, MN 55440

Regenia David Vice President- None
IDS Tower 10 Systems Services
Minneapolis, MN 55440

Luz Maria Davis Vice President- None
IDS Tower 10 Communications
Minneapolis, MN 55440

Scott M. DiGiammarino Group Vice President- None
Suite 500 Washington/Baltimore
8045 Leesburg Pike
Vienna, VA 22182

Bradford L. Drew Group Vice President- None
Two Datran Center Eastern Florida
Penthouse One B
9130 S. Dadeland Blvd.
Miami, FL 33156

<PAGE>

PAGE 54
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

William H. Dudley Director and Executive Board member
IDS Tower 10 Vice President-
Minneapolis MN 55440 Investment Operations

Gordon L. Eid Senior Vice President None
IDS Tower 10 and General Counsel
Minneapolis, MN 55440

Robert M. Elconin Vice President- None
IDS Tower 10 Government Relations
Minneapolis, MN 55440

Mark A. Ernst Vice President- None
IDS Tower 10 Retail Services
Minneapolis, MN 55440

Joseph Evanovich Jr. Group Vice President- None
One Old Mill Nebraska/Iowa/Dakotas
101 South 108th Avenue
Omaha, NE 68154

Louise P. Evenson Group Vice President- None
Suite 200 San Francisco Bay Area
1333 N. California Blvd.
Walnut Creek, CA 94596

Gordon M. Fines Vice President- None
IDS Tower 10 Mutual Fund Equity
Minneapolis MN 55440 Investments

Douglas L. Forsberg Vice President- None
IDS Tower 10 Institutional Products
Minneapolis, MN 55440 Group

Jeffrey P. Fox Vice President and None
IDS Tower 10 Corporate Controller
Minneapolis, MN 55440

William P. Fritz Group Vice President- None
Suite 160 Northern Missouri
12855 Flushing Meadows Dr
St. Louis, MO 63131

Carl W. Gans Group Vice President- None
8500 Tower Suite 1770 Twin City Metro
8500 Normandale Lake Blvd.
Bloomington, MN 55437

<PAGE>

PAGE 55
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

John J. Golden Vice President- None
IDS Tower 10 Human Resources Planning
Minneapolis, MN 55440 and Field Support

Morris Goodwin Jr. Vice President and None
IDS Tower 10 Corporate Treasurer
Minneapolis, MN 55440

Bruce M. Guarino Group Vice President- None
Suite 1736 Hawaii
1585 Kapiolani Blvd.
Honolulu, HI 96814

David A. Hammer Vice President None
IDS Tower 10 and Marketing
Minneapolis, MN 55440 Controller

Teresa A. Hanratty Group Vice President- None
Suites 6&7 Northern New England
169 South River Road
Bedford, NH 03110

John R. Hantz Group Vice President- None
Suite 107 Detroit Metro
17177 N. Laurel Park
Livonia, MI 48154

Robert L. Harden Group Vice President- None
Two Constitution Plaza Boston Metro
Boston, MA 02129

Lorraine R. Hart Vice President- None
IDS Tower 10 Insurance Investments
Minneapolis, MN 55440

Scott A. Hawkinson Vice President-Assured None
IDS Tower 10 Assets Product Development
Minneapolis, MN 55440 and Management

Brian M. Heath Group Vice President- None
Suite 150 North Texas
801 E. Campbell Road
Richardson, TX 75081

Janis K. Heaney Vice President- None
IDS Tower 10 Incentive Compensation
Minneapolis, MN 55440

<PAGE>

PAGE 56
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

James G. Hirsh Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel

David J. Hockenberry Group Vice President- None
30 Burton Hills Blvd. Eastern Tennessee
Suite 175
Nashville, TN 37215

Kevin P. Howe Vice President- None
IDS Tower 10 Government and
Minneapolis, MN 55440 Customer Relations and
Chief Compliance Officer

David R. Hubers Chairman, Chief Board member
IDS Tower 10 Executive Officer and
Minneapolis, MN 55440 President

James M. Jensen Vice President- None
IDS Tower 10 Life Products
Minneapolis, MN 55440

Marietta L. Johns Senior Vice President- None
IDS Tower 10 Field Management
Minneapolis, MN 55440

James E. Kaarre Vice President- None
IDS Tower 10 Marketing Promotions
Minneapolis, MN 55440

Matthew N. Karstetter Vice President- None
IDS Tower 10 Investment Accounting
Minneapolis, MN 55440

Linda B. Keene Vice President- None
IDS Tower 10 Market Development
Minneapolis, MN 55440

G. Michael Kennedy Vice President-Investment None
IDS Tower 10 Services and Investment
Minneapolis, MN 55440 Research

Susan D. Kinder Senior Vice President- None
IDS Tower 10 Human Resources
Minneapolis, MN 55440

Richard W. Kling Senior Vice President- None
IDS Tower 10 Products
Minneapolis, MN 55440

<PAGE>

PAGE 57
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Paul F. Kolkman Vice President- None
IDS Tower 10 Actuarial Finance
Minneapolis, MN 55440

Claire Kolmodin Vice President- None
IDS Tower 10 Service Quality
Minneapolis, MN 55440

David S. Kreager Group Vice President- None
Ste 108 Trestle Bridge V Greater Michigan
5136 Lovers Lane
Kalamazoo, MI 49002

Steven C. Kumagai Director and Senior None
IDS Tower 10 Vice President-Field
Minneapolis, MN 55440 Management and Business
Systems

Mitre Kutanovski Group Vice President- None
Suite 680 Chicago Metro
8585 Broadway
Merrillville, IN 48410

Edward Labenski Jr. Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager

Kurt A. Larson Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager

Lori J. Larson Vice President- None
IDS Tower 10 Variable Assets Product
Minneapolis, MN 55440 Development

Ryan R. Larson Vice President- None
IDS Tower 10 IPG Product Development
Minneapolis, MN 55440

Daniel E. Laufenberg Vice President and None
IDS Tower 10 Chief U.S. Economist
Minneapolis, MN 55440

Richard J. Lazarchic Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager

Peter A. Lefferts Senior Vice President- None
IDS Tower 10 Corporate Strategy and
Minneapolis, MN 55440 Development

<PAGE>

PAGE 58
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Douglas A. Lennick Director and Executive None
IDS Tower 10 Vice President-Private
Minneapolis, MN 55440 Client Group

Mary J. Malevich Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager

Fred A. Mandell Vice President- None
IDS Tower 10 Field Marketing Readiness
Minneapolis, MN 55440

Daniel E. Martin Group Vice President- None
Suite 650 Pittsburgh Metro
5700 Corporate Drive
Pittsburgh, PA 15237

William J. McKinney Vice President- None
IDS Tower 10 Field Management
Minneapolis, MN 55440 Support

Thomas W. Medcalf Vice President- None
IDS Tower 10 Senior Portfolio Manager
Minneapolis, MN 55440

William C. Melton Vice President- None
IDS Tower 10 International Research
Minneapolis, MN 55440 and Chief International
Economist

William Miller Vice President and None
IDS Tower 10 Senior Portfolio Manager
Minneapolis, MN 55440

James A. Mitchell Executive Vice President- None
IDS Tower 10 Marketing and Products
Minneapolis, MN 55440

John P. Moraites Group Vice President- None
Union Plaza Suite 900 Kansas/Oklahoma
3030 Northwest Expressway
Oklahoma City, OK 73112

Pamela J. Moret Vice President-Retail None
IDS Tower 10 Services
Minneapolis, MN 55440

<PAGE>

PAGE 59
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Alan D. Morgenstern Group Vice President- None
Suite 200 Central California/
3500 Market Street Western Nevada
Camp Hill, NJ 17011

Barry J. Murphy Senior Vice President- None
IDS Tower 10 Client Service
Minneapolis, MN 55440

Mary Owens Neal Vice President- None
IDS Tower 10 Mature Market Segment
Minneapolis, MN 55440

Robert J. Neis Vice President- None
IDS Tower 10 Technology Services
Minneapolis, MN 55440

Thomas V. Nicolosi Group Vice President- None
Suite 220 New York Metro Area
500 Mamaroneck Avenue
Harrison, NY 10528

James R. Palmer Vice President- None
IDS Tower 10 Taxes
Minneapolis, MN 55440

Carla P. Pavone Vice President- None
IDS Tower 10 Specialty Service Teams
Minneapolis, MN 55440 and Emerging Business

Susan B. Plimpton Vice President- None
IDS Tower 10 Segmentation Development
Minneapolis, MN 55440 and Support

Larry M. Post Group Vice President- None
One Tower Bridge Philadelphia Metro
100 Front Street 8th Fl
West Conshohocken, PA 19428

Ronald W. Powell Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel

James M. Punch Vice President- None
IDS Tower 10 Geographical Service
Minneapolis, MN 55440 Teams

Frederick C. Quirsfeld Vice President-Taxable None
IDS Tower 10 Mutual Fund Investments
Minneapolis, MN 55440

<PAGE>

PAGE 60
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Debra J. Rabe Vice President-Financial None
IDS Tower 10 Planning
Minneapolis, MN 55440

R. Daniel Richardson Group Vice President- None
Suite 800 Southern Texas
Arboretum Plaza One
9442 Capital of Texas Hwy N.
Austin, TX 78759

Roger B. Rogos Group Vice President- None
One Sarasota Tower Western Florida
Suite 700
Two N. Tamiami Trail
Sarasota, FL 34236

ReBecca K. Roloff Vice President-Private None
IDS Tower 10 Client Group
Minneapolis, MN 55440

Stephen W. Roszell Vice President- None
IDS Tower 10 Advisory Institutional
Minneapolis, MN 55440 Marketing

Max G. Roth Group Vice President- None
Suite 201 S IDS Ctr Wisconsin/Upper Michigan
1400 Lombardi Avenue
Green Bay, WI 54304

John P. Ryan Vice President and None
IDS Tower 10 General Auditor
Minneapolis, MN 55440

Erven Samsel Senior Vice President- None
45 Braintree Hill Park Field Management
Suite 402
Braintree, MA 02184

Russell L. Scalfano Group Vice President- None
Suite 201 Illinois/Indiana/Kentucky
101 Plaza East Blvd.
Evansville, IN 47715

William G. Scholz Group Vice President- None
Suite 205 Arizona/Las Vegas
7333 E Doubletree Ranch Rd
Scottsdale, AZ 85258

<PAGE>

PAGE 61
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Stuart A. Sedlacek Vice President- None
IDS Tower 10 Assured Assets
Minneapolis, MN 55440

Donald K. Shanks Vice President- None
IDS Tower 10 Property Casualty
Minneapolis, MN 55440

F. Dale Simmons Vice President-Senior None
IDS Tower 10 Portfolio Manager,
Minneapolis, MN 55440 Insurance Investments

Judy P. Skoglund Vice President- None
IDS Tower 10 Human Resources and
Minneapolis, MN 55440 Organization Development

Julian W. Sloter Group Vice President- None
Ste 1700 Orlando FinCtr Orlando/Jacksonville
800 North Magnolia Ave.
Orlando, FL 32803

Ben C. Smith Vice President- None
IDS Tower 10 Workplace Marketing
Minneapolis, MN 55440

William A. Smith Vice President and None
IDS Tower 10 Controller-Private
Minneapolis, MN 55440 Client Group

James B. Solberg Group Vice President- None
466 Westdale Mall Eastern Iowa Area
Cedar Rapids, IA 52404

Bridget Sperl Vice President- None
IDS Tower 10 Human Resources
Minneapolis, MN 55440 Management Services

Paul J. Stanislaw Group Vice President- None
Suite 1100 Southern California
Two Park Plaza
Irvine, CA 92714

Lois A. Stilwell Group Vice President- None
Suite 433 Outstate Minnesota Area/
9900 East Bren Road North Dakota/Western Wisconsin
Minnetonka, MN 55343

William A. Stoltzmann Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel

<PAGE>

PAGE 62
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

James J. Strauss Vice President- None
IDS Tower 10 Corporate Planning
Minneapolis, MN 55440 and Analysis

Jeffrey J. Stremcha Vice President-Information None
IDS Tower 10 Resource Management/ISD
Minneapolis, MN 55440

Barbara Stroup Stewart Vice President-Corporate None
IDS Tower 10 Reengineering
Minneapolis, MN 55440

Neil G. Taylor Group Vice President- None
Suite 425 Seattle/Tacoma
101 Elliott Avenue West
Seattle, WA 98119

John R. Thomas Senior Vice President- Board member
IDS Tower 10 Information and
Minneapolis, MN 55440 Technology

Melinda S. Urion Senior Vice President Treasurer
IDS Tower 10 and Chief Financial
Minneapolis, MN 55440 Officer

Peter S. Velardi Group Vice President- None
Suite 180 Atlanta/Birmingham
1200 Ashwood Parkway
Atlanta, GA 30338

Charles F. Wachendorfer Group Vice President- None
Suite 100 Denver/Salt Lake City/
Stanford Plaza II Albuquerque
7979 East Tufts Ave Pkwy
Denver, CO 80237

Wesley W. Wadman Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager

Norman Weaver Jr. Senior Vice President- None
1010 Main St Suite 2B Field Management
Huntington Beach, CA 92648

Michael L. Weiner Vice President- None
IDS Tower 10 Tax Research and Audit
Minneapolis, MN 55440

<PAGE>

PAGE 63
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Lawrence J. Welte Vice President- None
IDS Tower 10 Investment Administration
Minneapolis, MN 55440

Jeffry M. Welter Vice President- None
IDS Tower 10 Equity and Fixed Income
Minneapolis, MN 55440 Trading

William N. Westhoff Senior Vice President- None
IDS Tower 10 Global Investments
Minneapolis, MN 55440

Thomas L. White Group Vice President- None
Suite 200 Cleveland Metro
28601 Chagrin Blvd.
Woodmere, OH 44122

Eric S. Williams Group Vice President- None
Suite 250 Virginia
3951 Westerre Parkway
Richmond, VA 23233

Edwin M. Wistrand Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel

Michael R. Woodward Senior Vice President- None
32 Ellicott St Ste 100 Field Management
Batavia, NY 14020

Item 29(c).
<TABLE>
<CAPTION>

Net Underwriting
Name of Principal Discounts and Compensation on Brokerage
Underwriter Commissions Redemption Commissions Compensation

<S> <C> <C> <C> <C>
American Express
Financial Advisors
Inc. 673,634 34,957 None None
</TABLE>

Item 30. Location of Accounts and Records

American Enterprise Life Insurance Company
IDS Tower 10
Minneapolis, MN 55402

Item 31. Management Services

Not applicable.

<PAGE>

PAGE 64
Item 32. Undertakings

(a) Registrant undertakes that it will file a post-effective
amendment to this registration statement as frequently as is
necessary to ensure that the audited financial statements in the
registration statement are never more than 16 months old for so
long as payments under the variable annuity contracts may be
accepted.

(b) Registrant undertakes that it will include either
(1) as part of any application to purchase a
contract offered by the prospectus, a space that an
applicant can check to request a Statement of
Additional Information, or (2) a post card or
similar written communication affixed to or
included the prospectus that the applicant can
remove to send for a Statement of Additional
Information.

(c) Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made
available under this Form promptly upon written or oral request
to American Enterprise Life Contract Owner Service at the
address or phone number listed in the prospectus.

(d) The sponsoring insurance company represents that the fees and
charges deducted under the contract, in the aggregate, are
reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by the insurance
company.

<PAGE>

PAGE 65
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, American Enterprise Life Insurance Company, on behalf of the Registrant
certifies that it meets the requirements of Securities Act Rule 485 for all
effectiveness of this Registration Statement and has duly caused this
Registration Statement to be signed on its behalf, in the City of Minneapolis,
and State of Minnesota, on the 15th day of May, 1997.

AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
(Registrant)

By American Enterprise Life Insurance Company
(Sponsor)

By /s/ Richard W. Kling*
Richard W. Kling
Chairman of the Board

As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities indicated on the 15th day of
May, 1997.

Signature Title

/s/ James E. Choat* Director, Chief Executive
James E. Choat Officer

/s/ Douglas L. Forsberg* President
Douglas L. Forsberg

/s/ Richard W. Kling* Director and Chairman of
Richard W. Kling the Board

/s/ Paul S. Mannweiler* Director
Paul S. Mannweiler

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

/s/ William A. Stoltzmann* Director, Vice President,
William A. Stoltzmann General Counsel and
Secretary

/s/ Melinda S. Urion* Vice President and
Melinda S. Urion Controller

*Signed pursuant to Power of Attorney dated March 28, 1997, filed electronically
as Exhibit 15 to the Pre-Effective Registration Amendment No. 1, 333-20217, is
incorporated herein by reference.

- ------------------------------
Colin M. Lancaster

<PAGE>

PAGE 66
CONTENTS OF PRE-EFFECTIVE AMENDMENT NO. 2

This Registration Statement is comprised of the following papers and documents:

The Cover Page.

Cross-reference sheet.

Part A.

The prospectus.

Part B.

Statement of Additional Information.

Financial Statements

Part C.

Other Information.

The signatures.

Exhibits.

<PAGE>

PAGE 1
AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
Registration Number 333-20217/811-7195

EXHIBIT INDEX

Exhibit 4.1: Form of Deferred Annuity Contract (form 37220).

Exhibit 10: Consent of Independent Auditors.

Exhibit 11: Financial Statement Schedules and Report of
Independent Auditors.

Exhibit 14: Financial Data Schedules.
American Enterprise Variable Annuity Account
American Enterprise Life Insurance Company

<PAGE>

PAGE 1
Deferred Annuity Contract

This is a deferred annuity contract. It is a legal contract
between you, as the owner, and us, American Enterprise Life
Insurance Company, a Stock Company, Indianapolis, Indiana. PLEASE
READ YOUR CONTRACT CAREFULLY.

If the annuitant is living on the Retirement Date, we will begin to pay you
monthly annuity payments. Any payments made by us are subject to the terms of
this contract. The owner and beneficiary are as named in the application unless
they are changed as provided for in this contract.

We issue this contract in consideration of your application and the payment of
the purchase payments.

Signed for and issued by American Enterprise Life Insurance Company in
Indianapolis, Indiana, as of the contract date.

ACCUMULATION VALUES, WHEN BASED ON THE INVESTMENT RESULTS OF THE
SEPARATE ACCOUNTS, ARE VARIABLE AND NOT GUARANTEED AS TO FIXED
DOLLAR AMOUNT. SEE PAGE 11 FOR VARIABLE PROVISIONS.

RIGHT TO CANCEL. you may cancel this contract by delivering or mailing a written
notice or sending a telegram to us or our agent before midnight of the 10th day
after you receive the contract. If you give us notice and return the contract by
mail, the notice and returned contract must be postmarked, properly addressed
and postage prepaid. Our address is American Enterprise Life Insurance Company,
P.O. Box 534, Minneapolis, MN 55440. Within 10 days of receiving your notice and
this contract, we will return an amount equal to the sum of: (1) the contract
value; and (2) any premium tax charges paid. This contract will then be
considered void from its start.

Secretary

William A Stoltzmann

President

Douglas Forsberg

o Flexible Purchase Payments
o Optional Fixed Dollar or Variable Accumulation Values and
Annuity Payments
o Annuity Payments to Begin on the Retirement Date
o This Contract is Nonparticipating - Dividends Are Not Payable

37220

<PAGE>

PAGE 2
GUIDE TO CONTRACT PROVISIONS

Definitions Important words and meanings.Page 2

General Provisions Entire contract; Annuity tax
qualification; Contract
modification; Incontestability;
Benefits based on incorrect data;
State laws; Reports to owner;
Evidence of survival; Protection
of proceeds; Payments by us;
Voting rights................Page 4

Ownership and Beneficiary Owner rights; Change of ownership;
Beneficiary; Change of beneficiary;
Assignment...................Page 5

Payments to Beneficiary Describes options and amounts
payable upon death...........Page 6

Purchase Payments Purchase payments amounts; Payment
limits; Allocations of purchase
payments.....................Page 8

Contract Value Describes the fixed and variable
account contract values; Interest to
be credited; Contract administrative
charge; Premium taxes; Transfers of
contract values..............Page 9

Fixed and Variable Accounts Describes the fixed account;
Describes the variable subaccounts,
accumulation units and values; Net
investment factor; Mortality and
expense risk charge; Variable
account administrative charge;
Annuity unit value...........Page 11

Withdrawal Provisions Contract withdrawal for its
withdrawal value; Rules for
withdrawal;..................Page 13

Annuity Provisions When annuity payments begin;
Different ways to receive annuity
payments; Determination of payment
amounts......................Page 16

Tables of Annuity Rates Tables showing the amount of the
first variable annuity payment and
the guaranteed fixed annuity
payments for the various payment
plans........................Page 18

<PAGE>

PAGE 3
CONTRACT DATA

Upon issuance of this contract your initial purchase payment has been applied to
the fixed and variable accounts as shown below. You may make additional payments
and change the purchase payment allocation as provided in this contract. Refer
to the purchase payments provision on Page 8.

Purchase Payment
Variable Subaccounts/Funds Allocation Percentage
- --------------------------- ---------------------
IDSL Managed 10%
IDSL Capital Resource 10%
IDSL Special Income 10%
IDSL Moneyshare 10%
IDSL Aggressive Growth 10%
Putnam VT Diversified Income 10%
Putnam VT Growth/Income 10%
Putnam VT Voyager 10%
Putnam VT Global Growth 0%
Putnam VT New Opportunities 10%
Fixed Account 10%

Withdrawal Charge: If you withdraw all or a portion of this contract, a
withdrawal charge may apply. A withdrawal charge applies if all or part of the
contract value withdrawn is from payments received during the six contract years
before withdrawal.

Contract Years
From Payment Receipt Withdrawal Charge
- -------------------- -----------------
1 7% of purchase payment withdrawn
2 6% of purchase payment withdrawn
3 5% of purchase payment withdrawn
4 4% of purchase payment withdrawn
5 3% of purchase payment withdrawn
6 2% of purchase payment withdrawn
Thereafter 0% of purchase payment withdrawn

After the first contract year you may withdraw up to 10 percent of your prior
contract anniversary contract value each contract year without incurring a
withdrawal charge. Refer to the withdrawal charge provision on Page 13 for
additional withdrawal charge information.

Contract Administrative Charge: See Page 10.

The Maximum Total Contract Purchase Payments (cumulative total all contract
years) is $1,000,000. We reserve the right to increase this maximum.

The Guaranteed Minimum Effective Interest Rate to be credited to the fixed
account is 3%.

CONTRACT DATA

Contract Number: 9920-SAMPLE Contract Date: March 5, 1997
Initial Purchase Payment: $10,000.00 Retirement Date: March 5, 2047
Annuitant: Mary C. Customer Contract Type: Non-qualified
Contract Owner: Mary C. Customer

<PAGE>

PAGE 4
DEFINITIONS

The following words are used often in this contract. When we use these words,
this is what we mean:

Accumulation Unit
An accumulation unit is an accounting unit of measure. It is used to calculate
the contract value prior to settlement.

Annuitant
The person or persons on whose life monthly annuity payments depend.

Annuitization
The application of the contract value of this contract to provide annuity
payments.

Annuity Unit
An annuity unit is an accounting unit of measure. It is used to calculate the
value of annuity payments from the variable account on and after the retirement
date.

Code
The Internal Revenue Code of 1986, as amended.

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

Contract Date
It is the date from which contract anniversaries, contract years, and contract
months are determined. Your contract date is shown under Contract Data.

Contract Value
The sum of the:(1) Fixed Account Contract Value; and (2) Variable Account
Contract Value.

Fixed Account
The fixed account is made up of all our assets other than those in any separate
account.

Fixed Annuity
A fixed annuity is an annuity with payments which are guaranteed by us as to
dollar amount during the annuity payment period.

IRA Contract
A contract used in or under a retirement plan or program that is intended to
qualify as an Individual Retirement Annuity under Section 408(b) of the Code.

IRA Required Minimum Distributions
Code Section 408(b)(3) requires IRA required minimum distributions to be
distributed from an IRA, beginning not later than the April 1 following the
calendar year you reach age 70 1/2.

<PAGE>

PAGE 5
DEFINITIONS (continued)

Non-qualified Contract
A contract used primarily for retirement purposes that is not intended to
qualify as an IRA contract.

Retirement Date
The date shown under Contract Data on which annuity payments are to begin. This
date may be changed as provided in this contract. You will be notified prior to
the retirement date in order to select an appropriate annuity payment plan.

Systematic Investment Plan
A payment method you set up with your bank to automatically make monthly
payments to your annuity from your bank account.

Valuation Date
A valuation date is each day the New York Stock Exchange is open for trading.

Valuation Period
A valuation period is the interval of time commencing at the close of business
on each valuation date and ending at the close of business on the next valuation
date.

Variable Account
The variable account is a separate investment account of ours. It consists of
several subaccounts. Each subaccount is named under Contract Data.

Variable Annuity
A variable annuity is an annuity with payments which are not predetermined or
guaranteed as to dollar amount and vary in amount with the investment experience
of one or more of the variable subaccounts.

We, Us, Our
American Centurion Life Assurance Company

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

You, Your
The owner of this contract. The owner of a nonqualified contract may be someone
other than the annuitant. The owner is shown in the application unless the owner
has been changed as provided in this contract.

<PAGE>

PAGE 6
GENERAL PROVISIONS

Entire Contract
This contract form, any endorsements and the copy of the application attached to
it are the entire contract between you and us.

No one except one of our corporate officers (President, Vice President,
Secretary or Assistant Secretary) can change or waive any of our rights or
requirements under this contract. That person must do so in writing. None of our
representatives or other persons has the authority to change or waive any of our
rights or requirements under this contract.

Annuity Tax Qualification
This contract is intended to qualify as an annuity contract under Section 72 of
the Code for Federal income tax purposes. To that end, the provisions of this
contract are to be interpreted to ensure or maintain such tax-qualification,
notwithstanding any other provisions to the contrary.

Contract Modification
We reserve the right to modify this contract to the extent necessary to:

1. qualify this contract as an annuity contract under Section 72
of the Code and all related laws and regulations which are in
effect during the term of this contract; and

2. if this contract is purchased as an IRA contract, to qualify this contract
as such an IRA contract under Section 408(b) of the Code and all related
laws and regulations which are in effect during the term of this contract.

We will obtain the approval of any regulatory authority for the modifications.

Incontestable
This contract is incontestable from its date of issue.

Benefits Based on Incorrect Data
Payments under the contract will be based on the annuitant's birthdate and sex.
If the annuitant's birthdate or sex has been misstated, payments under this
contract will be adjusted. They will be based on what would have been provided
at the correct birthdate and sex. Any underpayments made by us will be made up
immediately. Any overpayments made by us will be subtracted from the future
payments.

State Laws
This contract is governed by the law of the state in which it is delivered. The
values and benefits of this contract are at least equal to those required by
such state. Any paid up annuity, cash withdrawal or death benefits available
under the contract are not less than the minimum benefits required by any
statute of the state in which the contract is delivered.

<PAGE>

PAGE 7
General Provisions (continued)

Reports to Owner
At least once a year we will send you a statement showing the contract value and
the cash withdrawal value of this contract. This statement will be based on any
laws or regulations that apply to contracts of this type.

Evidence of Survival
Where any payments under this contract depend on the recipient or annuitant
being alive on a given date, proof that such condition has been met may be
required by us. Such proof may be required prior to making the payments.

Protection of Proceeds
Payments under this contract are not assignable by any beneficiary prior to the
time they are due. To the extent allowed by law, payments are not subject to the
claims of creditors or to legal process.

Payments By Us
All sums payable by us are payable at our administrative office. Any payment of
a variable annuity or withdrawal based on the variable contract value shall be
payable only from the variable account.

Voting Rights
So long as federal law requires, we will give certain voting rights to contract
owners. As contract owner, if you have voting rights we will send a notice to
you telling you the time and place of a shareholder meeting. The notice will
also explain matters to be voted upon and how many votes you get.

<PAGE>

PAGE 8
OWNERSHIP AND BENEFICIARY

Owner Rights
As long as the annuitant is living and unless otherwise provided in this
contract, you may exercise all rights and privileges provided in this contract
or allowed by us.

If this is an IRA contract, during the life of the annuitant you will have the
sole and absolute power to receive and enjoy all rights under the contract. Your
entire interest is non- forfeitable.

Change of Ownership
If this is an IRA contract, your right to change the ownership is restricted.
This 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 as may be required or permitted under
Section 408 of the Code, or under any other applicable section of the Code. Your
interest in this contract may be transferred to your former spouse, if any,
under a divorce decree or a written instrument incident to such divorce.

If this is a nonqualified contract, you may change the ownership.

Any change of ownership as provided above must be made by written request on a
form approved by us. The change must be made while the annuitant is living. Once
the change is recorded by us, it will take effect as of the date of your
request, subject to any action taken or payment made by us before the recording.

Beneficiary
Beneficiaries are those you have named in the application or later changed as
provided below, to receive benefits of this contract if you or the annuitant die
while this contract is in force.

Only those beneficiaries who are living when death benefits become payable may
share in the benefits, if any. If no beneficiary is then living, we will pay the
benefits to you, if living, otherwise to your estate.

Change of Beneficiary
You may change the beneficiary anytime while the annuitant is living by
satisfactory written request to us. Once the change is recorded by us, it will
take effect as of the date of your payment made by us before the recording.

Assignment
If this is an IRA contract, you may not assign this contract as collateral.

<PAGE>

PAGE 9
Ownership and Beneficiary (continued)

If this is a non-qualified contract, you can assign this contract or any
interest in it while the annuitant is living. Your interest and the interest of
any beneficiary is subject to the interest of the assignee. An assignment is not
a change of ownership and an assignee is not an owner as these terms are used in
this contract. Any amounts payable to the assignee will be paid in a single sum.

A copy of any assignment must be submitted to us at our administrative office.
Any assignment is subject to any action taken or payment made by us before the
assignment was recorded at our administrative office. We are not responsible for
the validity of any assignment.

<PAGE>

PAGE 10
PAYMENTS TO BENEFICIARY

Death Benefits Before Annuitization
If you or the annuitant die before annuitization while this contract is in
force, and both you and the annuitant were age 75 or younger on the contract
date, and all withdrawals you have made from this contract have been without
withdrawal charge, we will pay to the beneficiary the greater of:

1. the contract value; or

2. total purchase payments paid less any amounts withdrawn; or

3. on or after the fifth contract anniversary, the death benefit as of the
most recent fifth contract anniversary; adjusted by adding any purchase
payments since that most recent fifth contract anniversary and by
subtracting any amounts withdrawn since that most recent fifth contract
anniversary.

If either you or the beneficiary were age 76 or older on the contract date, and
you have made withdrawals from this contract with withdrawal charge, we will pay
the beneficiary the contract value.

Any amounts payable or applied by us as described in the sections below will be
based on the contract value as of the valuation date on or next following the
date on which due proof of death is received at our administrative office.

Payment of Nonqualified Contract
Death Benefit Before Annuitization
The above death benefit will be payable in a lump sum upon the receipt of due
proof of death of you or the annuitant, whichever occurs first. The beneficiary
may elect to receive payment anytime within five years after the date of death.
The above death benefit will also be made upon the first to die if ownership is
in a joint tenancy except where spouses are joint owners with right of
survivorship and the surviving spousal joint owner elects to continue this
contract.

In lieu of a lump sum, payments may be made under an Annuity Payment Plan,
provided:

1. the beneficiary elects the plan within 60 days after we
receive due proof of death; and

2. The plan provides payments over a period which does not exceed
the life or life expectancy of the beneficiary; and

3. Payments must begin no later than one year after the date of
death.

For Annuity Payment Plans, the reference to "annuitant" in the Annuity
Provisions shall apply to the beneficiary.

<PAGE>

PAGE 11
Payments to Beneficiary (continued)

Payment of IRA Contract
Death Benefit Before Annuitization
The above death benefit will be payable in a lump sum upon the receipt of due
proof of your death. Payment options other than lump sum may be available to you
beneficiary depending on whether or not you had reached the IRA required minimum
distribution beginning date (the April 1 of the calendar year following the year
in which you would have attained age 70 1/2) before your death.

If you reached the IRA required beginning date before your death, your
beneficiary must continue using the same method, or faster, than that you were
using for your required minimum distributions, to receive the death benefit. If
you had not reached the IRA required beginning date before your death, your
beneficiary may take one or more distributions so that the entire death benefit
is received within five years of your death, or in lieu of taking payments
within five years, payments may be made under an Annuity Payment Plan, provided:

1. the beneficiary elects the plan within 60 days after we receive
due proof of death; and

2. the plan provides payments over a period which does not exceed
the life or life expectancy of the beneficiary; and

3. payments must begin no later than one year after the date of
death in the case of a non-spouse beneficiary, or by December
31 of the year in which you would have turned age 70 1/2 in the
case of a spouse beneficiary.

Payment amounts and durations must comply with Section 401(a)(9) of the Code and
regulations thereunder.

For Annuity Payment Plans, the reference to "annuitant" in the Annuity
Provisions shall apply to the beneficiary.

<PAGE>

PAGE 12
Spouse's Option to Continue Contract
For non-qualified contracts: If you die prior to the annuitization and your
spouse is the sole beneficiary or co-owner of the contract, your spouse may keep
the contract in force as owner and may make additional purchase payments to the
contract.

For IRA contracts: If you die prior to your required beginning date and your
spouse is the sole beneficiary, your spouse may keep the contract in force as
his or her own IRA. As owner, your spouse may make additional IRA payments to
the contract. As owner, your spouse's life will determine the IRA required
beginning date and minimum distribution amounts. If you die after your required
beginning date, spousal continuation of this contract is not available.

Death After Annuitization
If you or the annuitant die after annuitization, the amount payable to the
beneficiary, if any, will be as provided in the Annuity Payment Plan then in
effect.

<PAGE>

PAGE 13
PURCHASE PAYMENTS

Purchase Payments
Purchase payments are the payments you make for this contract and the benefits
it provides. Purchase payments must be paid or mailed to us at our home office
or to an authorized agent. If requested, we'll give you a receipt for your
purchase payments. Upon payment to us, purchase payments become our property.

Net purchase payments are that part of your purchase payments applied to the
contract value. A net purchase payment is equal to the purchase payment less any
applicable premium tax charge.

Initial Purchase Payment
The minimum initial purchase payment you must pay when applying for this
contract is $2,000. However, if you are concurrently establishing a systematic
investment plan to make payments of at least $50 per month to your contract, we
will waive the minimum initial purchase payment requirement.

Additional Purchase Payments
Additional purchase payments may be made until the earlier of:

1. the date this contract terminates by withdrawal or otherwise;
or

2. the date on which annuity payments begin.

Additional purchase payments are subject to the "Payment Limits Provision"
below.

Payment Limits Provision
Maximum Purchase Payments - The maximum total contract purchase
payments may not exceed the amounts shown under Contract Data. We
reserve the right to increase the maximums.

Additional Purchase Payments - You may make additional purchase payments of at
least $50.

In addition, if this is an IRA contract, except as otherwise provided in this
paragraph, the total purchase payments for any taxable year may not exceed
$2,000 or as otherwise provided in the Code and all related laws and regulations
which are in effect during the term of this contract. In the case of a rollover
contribution described in Sections 402(c), 403(a)(4), 403(b)(8), or, 408(d)(3)
of the Code, there is no limit on the amount of your purchase payment.

All purchase payments must be made in cash. If you die before the entire
interest in this contract has been distributed to you, and your beneficiary is
other than your surviving spouse, no additional purchase payments will be
accepted from your beneficiary under this contract.

<PAGE>

PAGE 14
Purchase Payments (continued)

Cancellation
We reserve the right to cancel this contract if all the following conditions
exist at the same time:

1. your initial payment was less than $2,000; and

2. you established a systematic investment plan to make payments
to this contract; and

3. you stopped making systematic investment plan payments for six
consecutive months; and

4. your contract value is less than $2,000.

In this event, we will give you 30 days written notice of our intent to cancel
this contract. Upon such cancellation, we will pay you the contract value in one
lump sum. The contract will then terminate.

Allocation of Purchase Payments
You instruct us on how you want your purchase payments allocated among the fixed
account and variable subaccounts. Your choice for each variable subaccount may
be made in any whole percent from 0% to 100%. No allocation may be made that
would result in a fixed account or variable subaccount value of less than $5.
Your allocation instructions as of the Contract Date are shown under Contract
Data.

By written request, or by another method agreed to by us, you may change your
choice of accounts or percentages. The first net purchase payment will be
allocated as of the end of the valuation period during which we make an
affirmative decision to issue this contract. Subsequent purchase payments will
be allocated as of the end of the valuation period during which we receive the
payment at our administrative office.

<PAGE>

PAGE 15
Contract Value

Contract Value
The contract value at any time is the sum of:

1. the Fixed Account Contract Value; and

2. the Variable Account Contract Value.
If:
1. part or all of the contract value is withdrawn; or

2. charges described herein are made against the contract
value;

then a number of accumulation units from the variable subaccounts and an amount
from the fixed account will be deducted to equal such amount. For withdrawals,
deductions will be made from the fixed or variable subaccounts that you specify.
Otherwise, the number of units from the variable subaccounts and the amount from
the fixed account will be deducted in the same proportion that your interest in
each bears to the total contract value.

Variable Account Contract Value
The variable account contract value at any time will be:

(1) the sum of the value of all variable subaccount accumulation units under
this contract resulting from purchase payments so allocated, or transfers
among the variable and fixed accounts; less

(2) the value of any units deducted for charges or withdrawals.

Fixed Account Contract Value
The fixed account contract value at any time will be:

1. the sum of all purchase payments credited to the fixed
account, plus interest credited; plus

2. any amounts transferred to the fixed account from any variable
subaccount, plus interest credited; less

3. any amounts transferred from the fixed account to any variable
subaccount; less

4. any amounts deducted for charges or withdrawals.

Interest to be Credited
We will credit interest to the fixed account contract value. Interest will begin
to accrue on the date the purchase payments which are received in our home
office become available to us for use. Such interest will be credited at rates
that we determine from time to time. However, we guarantee that the rate will
not be less than a 3% effective annual interest rate.

<PAGE>

PAGE 16
Contract Value (continued)

Table of Fixed Account Guaranteed
Minimum Values
Per $2,000 Annual Payments
Allocated 100% to the Fixed Account
Based on the 3% Minimum Interest Rate

Guaranteed Guaranteed
End of minimum minimum
contract fixed account fixed account
year contract values withdrawal values

1 $ 2,030.00 $ 1,886.00
2 4,120.90 3,853.14
3 6,274.53 5,903.49
4 8,492.76 8,038.96
5 10,777.55 10,261.49

6 13,130.87 12,593.09
7 15,554.80 15,039.18
8 18,051.44 17,575.04
9 20,622.99 20,186.59
10 23,271.68 22,880.69

11 25,999.83 25,659.81
12 28,809.82 28,518.41
13 31,704.11 31,466.36
14 34,685.24 34,499.50
15 37,755.80 37,623.58

16 40,918.47 40,835.21
17 44,176.02 44,139.54
18 47,531.30 47,521.93
19 51,017.24 51,017.24
20 54,607.76 54,607.76

If there are any additional payments, transfers to or from the variable
subaccounts, withdrawals or premium tax adjustments, the above values will be
adjusted as described in this contract.

Variable subaccount contract and withdrawal values are not guaranteed and cannot
be projected.

<PAGE>

PAGE 17
Contract Administrative Charge
We charge a fee for establishing and maintaining our records for this contract.
The charge is $30 per year and is deducted from the contract value at the end of
each contract year. The charge deducted will be prorated among the variable
subaccounts and the fixed account in the same proportion your interest in each
bears to the total contract value.

We waive the annual contract administrative charge for any contract year where
the contract value immediately prior to the deduction of the contract
administrative charge is $50,000 or more.

We will also waive the annual contract administrative charge for any contract
year where the contract value immediately prior to the deduction of the contract
administrative charge is less than $2,000, if you are then making systematic
investment plan payments.

If you fully withdraw this contract, we deduct the full $30 contract
administrative charge at the time of full withdrawal regardless of contract
value.

The charge does not apply after settlement of this contract.

Premium Tax Charges
A charge will be made by us against the contract value of this contract for any
premium taxes not previously deducted.

Transfers of Contract Values
While this contract is in force prior to the annuitization, transfers of
contract values may be made as outlined below.

1. You may transfer all or a part of the values held in one or more of the
variable subaccounts to another one or more of the variable subaccounts.
Subject to item 2 below, you may also transfer values held in one or more
of the variable subaccounts to the fixed account.

2. On or within the 30 days before or after a contract anniversary you may
transfer values from the fixed account to one or more of the variable
subaccounts. If such a transfer is made, no transfers from a variable
subaccount to the fixed account may be made for six months.

You may make a transfer by written request. There is no fee or charge for these
transfers. However, the minimum transfer amount is $500, or if less, the entire
value in the subaccount or in the fixed account from which the transfer is being
made, or other such minimum amounts agreed to by us. This transfer privilege may
be suspended or modified by us at any time.

<PAGE>

PAGE 18
FIXED AND VARIABLE ACCOUNTS

The Fixed Account
The fixed account is our general account. It is made up of all of our assets
other than:

1. those in the variable account; and
2. those in any other segregated asset account.

The Variable Account
The variable account is a separate investment account of ours. It consists of
several subaccounts which are named under Contract Data. We have allocated a
part of our assets for this and certain other contracts to the variable account.
Such assets remain our property. However, they may not be charged with the
liabilities from any other business in which we may take part.

Investments of the Variable Account
Purchase payments applied to the variable account will be allocated as specified
by the owner. Each variable subaccount will buy, at net asset value, shares of
the fund shown for that subaccount under Contract Data or as later added or
changed.

We may change the funds the variable subaccounts buy shares from if laws or
regulations change, the existing funds become unavailable or, in the judgment of
American Enterprise Life, the funds are no longer suitable for the subaccounts.
If any of these situations occur, we would have the right to substitute funds
other than those shown under Contract Data. We may also add additional
subaccounts investing in other funds.

We would first seek approval of the Securities and Exchange Commission and,
where required, the insurance regulator of the state where this contract is
delivered.

Valuation of Assets
Fund shares in the variable subaccounts will be valued at their net asset value.

Variable Account Accumulation Units
The number of accumulation units for each of the variable accounts is found by
adding the number of accumulation units resulting from:

1. purchase payments allocated to the subaccount; and

2. transfers to the subaccount;

and subtracting the number of accumulation units resulting from:

1. transfers from the subaccount; and

2. withdrawals (including withdrawal charges) from the
subaccount; and

3. contract administrative charge deductions from the subaccount.

<PAGE>

PAGE 19
FIXED AND VARIABLE ACCOUNTS (continued)

The number of accumulation units added or subtracted for each of the above
transactions is found by dividing:

1. the amount allocated to or deducted from the subaccount; by

2. the accumulation unit value for the subaccount for the respective
valuation period during which we received the purchase payment or transfer
value, or during which we deducted transfers, withdrawals, withdrawal
charges or contract administrative charges.

Variable Account Accumulation Unit Value The value of an accumulation unit for
each of the variable subaccounts was set at $1 when the first fund shares were
bought. The value for any later valuation period is found as follows:

The accumulation unit value for each variable account for the last prior
valuation period is multiplied by the net investment factor for the same
subaccount for the next following valuation period. The result is the
accumulation unit value. The value of an accumulation unit may increase or
decrease from one valuation period to the next.

<PAGE>

PAGE 20
FIXED AND VARIABLE ACCOUNTS (continued)

Net Investment Factor
The net investment factor is an index applied to measure the investment
performance of a variable subaccount from one valuation period to the next. The
net investment factor may be greater or less than one; therefore, the value of
an accumulation unit may increase or decrease.

The net investment factor for any such subaccount for any valuation period is
determined by: dividing (1) by (2) and subtracting (3) and (4) from the result.
This is done where:

1. is the sum of:

a. the net asset value per share of the fund held in the
variable subaccount determined at the end of the current
valuation period; plus

b. the per share amount of any dividend or capital gain
distribution made by the fund held in the variable
subaccount, if the "ex-dividend" date occurs during the
current valuation period; and

2. is the net asset value per share of the mutual fund held in
the variable subaccount, determined at the end of the last
prior valuation period; and

3. is a factor representing the mortality and expense risk
charge; and

4. is a factor representing the variable account administrative
charge.

Mortality and Expense Risk Charge
In calculating accumulation unit values we will deduct a mortality and expense
risk charge from the variable subaccounts equal, on an annual basis, to 1.25% of
the daily net asset value. This deduction is made to compensate us for assuming
the mortality and expense risks under contracts of this type. The deduction will
be:

1. made from each variable subaccount; and

2. computed on a daily basis.

Variable Account Administrative Charge
In calculating accumulation unit values, we will deduct a variable account
administrative charge from the variable subaccounts equal, on an annual basis,
to 0.15% of the daily net asset value. This deduction is made to compensate us
for certain administrative and operating expenses for contracts of this type.
The deduction will be:

1. made from each variable subaccount; and

2. computed on a daily basis

<PAGE>

PAGE 21
FIXED AND VARIABLE ACCOUNTS (continued)

Annuity Unit Value
The value of an annuity unit for each variable account was arbitrarily set at $1
when the first fund shares were bought. The value for any later valuation period
is found as follows.

1. The annuity unit value for each variable account for the last prior
valuation period is multiplied by the net investment factor for the
account for the valuation period for which the annuity unit value is being
calculated.

2. The result is multiplied by an interest factor. This is done to neutralize
the assumed investment rate which is built into the annuity tables on page
18.

<PAGE>

PAGE 22
WITHDRAWAL PROVISIONS

Withdrawal
By written request and subject to the rules below you may:

1. withdrawal this contract for the total withdrawal value; or

2. partially withdrawal this contract for a part of the
withdrawal value.

Rules for Withdrawal
All withdrawals will have the following conditions.

1. You must apply by written request or other method agreed to by
us:

a. while this contract is in force; and

b. before the earlier of beginning an annuity payment plan
or the death of the annuitant or owner.

2. You must withdraw an amount equal to at least $500. Each variable
subaccount value and the fixed account value after a partial withdrawal
must be either $0 or at least $500.

3. The amount withdrawn, less any charges, will normally be mailed to you
within seven days of the receipt of your written request and this
contract, if required.

For withdrawals from the fixed account, we have the right to defer payment
to you for up to 6 months from the date we receive your request.

4. For partial withdrawals, if you do not specify from which account the
withdrawal is to be made, the withdrawal will be made from the variable
subaccounts and the fixed account in the same proportion as your interest
in each bears to the contract value.

5. Any amounts withdrawn and charges which may apply cannot be
repaid.

Upon withdrawal for the full withdrawal value this contract will terminate. We
may require that you return the contract to us before we pay the full withdrawal
value.

Withdrawal Value
The withdrawal value at any time will be:

1. the contract value; minus

2. the full $30 contract administrative charge; minus

3. any withdrawal charge.

<PAGE>

PAGE 23
Withdrawal Provisions (continued)

Withdrawal Charge
If you withdrawal all or part of your contract, you may be subject to a
withdrawal charge. A withdrawal charge applies if all or part of the contract
value you withdraw is from payments received during the six contract years
before withdrawal. Refer to Waiver of Withdrawal Charges for situations when
withdrawal charges are not deducted.

We determine your withdrawal charge by multiplying each of your payments by the
applicable withdrawal charge percentage, and then adding the total withdrawal
charges.

The withdrawal charge percentage depends on the number of contract years since
you made the payment(s):

Contract Years From
Payment Receipt Withdrawal Charge Percentage
1 8%
2 7%
3 6%
4 5%
5 4%
6 2%
Thereafter 0%

<PAGE>

PAGE 24
Waiver of Withdrawal Charges
Withdrawal charges are waived for all of the following.

1. Withdrawals during the year totaling up to 10% of your prior
contract anniversary contract value.

2. Contract earnings - if any - in excess of the annual 10% free
withdrawal amount.

3. Withdrawals made if both you and the annuitant were under age 76 on the
contract date, and you provide proof satisfactory to us that, as of the
date you request the withdrawal, you or the annuitant are confined to a
hospital or nursing home, and have been for the prior 60 days.

To qualify, the nursing home must:

a. be licensed by an appropriate licensing agency to provide
nursing care; and
b. provide 24-hour-a-day nursing services; and
c. have a doctor available for emergency situations; and
d. have a nurse on duty or on call at all times; and
e. maintain clinical records; and
f. have appropriate methods for administering drugs.

4. IRA required minimum distributions, for those amounts required
to be distributed from this contract only.

5. Annuity payment plan payments.

6. Payments made in the event of the death of the owner or
annuitant.

Withdrawal Order
We use this order to determine withdrawal charges.

1. First, withdrawals up to 10% of your prior anniversary contract value not
previously withdrawn during this contract year.(No withdrawal charge.)

2. Next, withdrawals are from contract earnings - if any - in excess of the
annual 10% free withdrawal amount.(No withdrawal charge.)

3. Next, withdrawals are from purchase payments received seven or more
contract years before the withdrawal and not previously withdrawn.(No
withdrawal charge.)

4. Last, withdrawals are from purchase payments received in the
six contract years before the withdrawal. There is a
withdrawal charge on these payments.

<PAGE>

PAGE 25
Withdrawal Provisions (continued)

Withdrawal Charge Calculation
We determine your withdrawal charge by multiplying each of your payments by the
applicable withdrawal charge percentages, and then summing the total withdrawal
charges.

For example, the withdrawal charge on a total withdrawal request for a contract
with this history:

o The contract date is July 1, 1997 with a contract year of July 1 through
June 30 and with an anniversary date of July 1 each year;

o We received these payments - $10,000 July 1, 1997, $8,000 December 31,
2003 and $6,000 February 20, 2005;

o The owner withdraws the contract for its total withdrawal value of $38,101
on August 5, 2007 and had not made any other withdrawals during that
contract year;

o The prior anniversary July 1, 2007 contract value was $38,488;

is calculated this way:

Withdrawal
Charge Explanation
$ 0 $3,848.80 is 10% of the prior anniversary account
value withdrawn without withdrawal charge; and

$ 0 $10,252.20 is contract earnings in excess of the 10%
free withdrawal amount withdrawn without withdrawal
charge.

$ 0 $10,000 initial payment on 7-1-97 payment was
received seven or more contract years before
withdrawal, withdrawn without withdrawal charge;
and

$320 $8,000 payment on 12-31-03 is in its fifth contract
year from receipt, withdrawn with a 4% withdrawal
charge; and

$300 $6,000 payment on 2-20-05 is in its fourth contract
year from receipt, withdrawn with a 5% withdrawal
charge; and
- ----
$620

Note: If you take a full withdrawal, the $30 contract
administrative charge will be deducted in addition to any
applicable withdrawal charge.

<PAGE>

PAGE 26
WITHDRAWAL PROVISIONS (continued)

Suspension or Delay in Payment of Withdrawal We have the right to suspend or
delay the date of any withdrawal payment from the variable subaccounts for any
period:

1. When the New York Stock Exchange is closed; or

2. When trading on the New York Stock Exchange is restricted; or

3. When an emergency exists as a result of which:

a. disposal of securities held in the variable subaccounts is
not reasonably practical; or

b. it is not reasonably practical to fairly determine the
value of the net assets of the variable subaccounts; or

4. During any other period when the Securities and Exchange
Commission, by order, so permits for the protection of
security holders.

Rules and regulations of the Securities and Exchange Commission will govern as
to whether the conditions set forth in 2 and 3 exist.

<PAGE>

PAGE 27
ANNUITY PROVISIONS

Annuitization
When annuitization occurs, the contract value will be applied to make annuity
payments. The first payment will be made as of the retirement date. This date is
shown under Contract Data. Before payments begin we will require satisfactory
proof that the annuitant is alive. We may also require that you exchange this
contract for a supplemental contract which provides the annuity payments.

Change of Retirement Date
You may change the retirement date shown for this contract. Tell us the new date
by written request. If you select a new date, it must be at least 30 days after
we receive your written request at our administrative office.

The maximum retirement date on an IRA contract is the later of:

1. the April 1 following the calendar year in which the annuitant
attains age 70 1/2; or

2. such other date which satisfies the minimum distribution
requirements under the Code, its regulations, and/or
promulgations by the Internal Revenue Service; or

3. such other date as agreed upon by us.

Notwithstanding the above, and for all non-qualified contracts, the maximum
retirement date is the later of:

1. the annuitant's 85th birthday; or

2. the 10th contract anniversary.

Annuity Payment Plans
Annuity payments may be made on a fixed-dollar basis, a variable basis or a
combination of both. You can schedule receipt of annuity payments according to
one of the Plans A through E below or another plan agreed to by us.

If this is an IRA, any such plan will be calculated in accordance with the Code
and must:

1. provide for payments over the life of the annuitant or over
the life of the annuitant and a joint annuitant; or

2. provide for payments over a period which does not exceed the
life expectancy of the annuitant and or the life expectancy of
the annuitant and a joint annuitant; and

3. if selected by a nonspouse beneficiary, meet the minimum
incidental death benefit requirements under the Code and all
related laws and regulations which are then in effect.

<PAGE>

PAGE 28
ANNUITY PROVISIONS (continued)

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

Plan B - This provides monthly annuity payments during the lifetime of the
annuitant with a guarantee by us that payments will be made for a period of at
least five, 10 or 15 years. You must select the guaranteed period.

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

Plan D - Monthly payments will be paid during the lifetime of the annuitant and
a joint annuitant. When either the annuitant or the joint annuitant dies we will
continue to make monthly payments during the lifetime of the survivor. No
payments will be paid after the death of both the annuitant and joint annuitant.

Plan E - This provides monthly fixed dollar annuity payments for a period of
years. The period of years may be no less than 10 nor more than 30.

You may select the plan by written request to us at least 30 days before the
retirement date. If at least 30 days before the retirement date we have not
received at our administrative office your written request to select a plan, we
will make fixed-dollar payments according to Plan B with payments guaranteed for
10 years.

If the amount to be applied to a plan would not provide a monthly payment of at
least $20, we have the right to change the frequency of the payment or to make a
lump sum payment of the contract value.

<PAGE>

PAGE 29
Fixed Annuity
A fixed annuity is an annuity with payments that are guaranteed by us as to
dollar amount. Fixed annuity payments remain the same. At annuitization, the
fixed account contract value will be applied to the applicable Annuity Table.
This will be done in accordance with the Payment Plan chosen. The amount payable
for each $1,000 so applied is shown in Table B on page 19.

Variable Annuity
A variable annuity is an annuity with payments which:

1. are not predetermined or guaranteed as to dollar amount; and

2. vary in amount with the investment experience of the variable
accounts.

Determination of First Variable Annuity Payment At annuitization, the variable
account contract value will be applied to the applicable Annuity Table. This
will be done:

1. on the valuation date on or next preceding the seventh
calendar day before the retirement date; and

2. in accordance with the payment plan chosen. The amount
payable for the first payment for each $1,000 so applied is
shown in Table A on page 18.

Variable Annuity Payments After the First Payment Variable annuity payments
after the first payment vary in amount. The amount changes with the investment
performance of the variable accounts. The dollar amount of variable annuity
payments after the first is not fixed. It may change from month to month. The
dollar amount of such payments is determined as follows:

1. The dollar amount of the first annuity payment is divided by the value of
an annuity unit as of the valuation date on or next preceding the seventh
calendar day before the retirement date. This result establishes the
number of annuity units for each monthly annuity payment after the first
payment. This number of annuity units remains fixed during the annuity
payment period.

2. The fixed number of annuity units is multiplied by the annuity unit value
as of the valuation date on or next preceding the seventh calendar day
before the date the payment is due. This result establishes the dollar
amount of the payment.

We guarantee that the dollar amount of each payment after the first will not be
affected by variations in expenses or mortality experience.

<PAGE>

PAGE 30
Annuity Provisions (continued)

Exchange of Annuity Units
Annuity units of any variable account may be exchanged for units of any of the
other variable accounts. This may be done no more than once a year. Once annuity
payments start no exchanges may be made to or from any fixed annuity.

<PAGE>

PAGE 31
Tables of Annuity Rates

Table A below shows the amount of the first monthly variable annuity payment,
based on a 5% assumed investment return, for each $1,000 of value applied under
any payment plan. The amount of the first and all subsequent monthly fixed
dollar annuity payments for each $1,000 of value applied under any payment plan
will be based on our fixed dollar Table of Settlement Rates in effect at
annuitization. Such rates are guaranteed to be not less than those shown in
Table B. The amount of such annuity payments under Plans A, B, and C will depend
upon the sex and adjusted age of the annuitant at annuitization. The amount of
such annuity payments under Plan D will depend upon the sex and the adjusted age
of the annuitant and joint annuitant at annuitization. Adjusted age shall be
equal to the age nearest birthday minus an "adjustment" depending on the
calendar year of birth of the annuitant as follows:

Calendar
Year of
Annuitant's
Birth Adjustment

Prior to 1920 0
1920 through 1924 1
1925 through 1929 2
1930 through 1934 3
1935 through 1939 4
1940 through 1944 5
1945 through 1949 6
1950 through 1959 7
1960 through 1969 8
1970 through 1979 9
1980 through 1989 10
After 1989 11

<PAGE>

PAGE 32
Tables of Annuity Rates (continued)
<TABLE>
<CAPTION>

TABLE A Dollar Amount of First Monthly Variable Annuity Payment Per $1,000 Applied
PLAN A PLAN B PLAN C PLAN D - Joint and Survivor
Adjusted Age of Joint Annuitant
Life 5 Years 10 Years 15 Years With Adj.
Adj. Income Certain Certain Certain Refund Male 10 years 5 years Same 5 years 10 years
Age* M F M F M F M F M F Age* Younger Younger Age Older Older
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
45 5.16 4.87 5.15 4.87 5.12 4.86 5.07 4.84 5.06 4.82 45 4.45 4.54 4.63 4.72 4.81
46 5.21 4.91 5.20 4.91 5.17 4.90 5.12 4.88 5.11 4.86 46 4.47 4.56 4.66 4.76 4.85
47 5.28 4.96 5.26 4.96 5.23 4.94 5.17 4.92 5.16 4.91 47 4.50 4.59 4.69 4.80 4.90
48 5.34 5.01 5.33 5.00 5.29 4.99 5.23 4.96 5.21 4.95 48 4.52 4.62 4.73 4.84 4.94
49 5.41 5.06 5.39 5.05 5.35 5.04 5.28 5.01 5.27 4.99 49 4.55 4.65 4.76 4.88 5.00

50 5.48 5.12 5.46 5.11 5.41 5.09 5.34 5.06 5.33 5.04 50 4.57 4.68 4.80 4.93 5.05
51 5.55 5.17 5.53 5.17 5.48 5.14 5.40 5.11 5.39 5.09 51 4.60 4.72 4.85 4.98 5.11
52 5.63 5.23 5.61 5.23 5.55 5.20 5.46 5.16 5.46 5.15 52 4.63 4.75 4.89 5.03 5.17
53 5.71 5.30 5.69 5.29 5.63 5.26 5.53 5.22 5.53 5.20 53 4.66 4.79 4.94 5.09 5.23
54 5.80 5.37 5.77 5.36 5.70 5.33 5.60 5.28 5.60 5.26 54 4.70 4.84 4.99 5.15 5.30

55 5.89 5.44 5.86 5.43 5.79 5.40 5.67 5.34 5.68 5.33 55 4.73 4.88 5.04 5.21 5.38
56 5.99 5.52 5.96 5.51 5.88 5.47 5.74 5.40 5.76 5.39 56 4.77 4.93 5.10 5.28 5.46
57 6.10 5.60 6.06 5.59 5.97 5.54 5.82 5.47 5.84 5.47 57 4.81 4.98 5.16 5.35 5.54
58 6.21 5.69 6.17 5.68 6.07 5.62 5.90 5.54 5.94 5.54 58 4.85 5.03 5.23 5.43 5.63
59 6.33 5.79 6.29 5.77 6.17 5.71 5.98 5.62 6.03 5.62 59 4.90 5.09 5.30 5.52 5.73

60 6.46 5.89 6.42 5.87 6.28 5.80 6.07 5.69 6.13 5.70 60 4.94 5.15 5.37 5.61 5.83
61 6.60 6.00 6.55 5.97 6.40 5.90 6.16 5.78 6.24 5.79 61 5.00 5.21 5.45 5.70 5.95
62 6.75 6.11 6.69 6.08 6.52 6.00 6.25 5.86 6.36 5.89 62 5.05 5.28 5.54 5.81 6.07
63 6.91 6.23 6.84 6.20 6.64 6.11 6.34 5.95 6.48 5.99 63 5.11 5.35 5.63 5.92 6.20
64 7.09 6.37 7.01 6.33 6.78 6.22 6.43 6.04 6.61 6.10 64 5.17 5.43 5.73 6.04 6.34

65 7.27 6.51 7.18 6.47 6.91 6.34 6.52 6.14 6.74 6.21 65 5.23 5.52 5.83 6.17 6.49
66 7.47 6.66 7.36 6.61 7.06 6.47 6.62 6.24 6.88 6.33 66 5.30 5.61 5.95 6.30 6.65
67 7.68 6.82 7.56 6.77 7.21 6.60 6.71 6.34 7.04 6.46 67 5.38 5.70 6.07 6.45 6.82
68 7.91 7.00 7.76 6.93 7.36 6.74 6.81 6.44 7.19 6.60 68 5.46 5.80 6.20 6.61 7.01
69 8.15 7.19 7.98 7.11 7.52 6.89 6.90 6.54 7.36 6.74 69 5.54 5.92 6.34 6.79 7.21

70 8.41 7.39 8.21 7.31 7.68 7.04 6.98 6.65 7.54 6.90 70 5.63 6.03 6.49 6.97 7.42
71 8.69 7.62 8.46 7.51 7.84 7.21 7.07 6.75 7.73 7.06 71 5.73 6.16 6.65 7.17 7.66
72 8.99 7.86 8.71 7.74 8.01 7.38 7.15 6.86 7.92 7.24 72 5.84 6.30 6.83 7.39 7.90
73 9.31 8.12 8.98 7.98 8.18 7.56 7.23 6.96 8.13 7.42 73 5.95 6.44 7.02 7.62 8.17
74 9.65 8.41 9.27 8.23 8.35 7.74 7.30 7.06 8.35 7.63 74 6.07 6.60 7.22 7.87 8.46

75 10.02 8.72 9.57 8.51 8.52 7.93 7.37 7.15 8.58 7.84 75 6.19 6.77 7.44 8.14 8.77
- ------------------------------------------------------------------------------------------------------------------------------
* Adjusted age of annuitant. M = Male F = Female
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Table A above is based on the "1983 Individual Annuitant Mortality Table A."
Annuity rates for any age, or any combination of age and sex not shown above,
will be calculated on the same basis as those rates shown in the table above.
Such rates will be furnished by us upon request.

<PAGE>

PAGE 33
Tables of Annuity Rates (continued)
<TABLE>
<CAPTION>

TABLE B Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000 Applied
PLAN A PLAN B PLAN C PLAN D - Joint and Survivor
Adjusted Age of Female Joint Annuitant
Life 5 Years 10 Years 15 Years With Adj
Adj. Income Certain Certain Certain Refund Male 10 Years 5 Years Same 5 Years 10 Years
Age* M F M F M F M F M F Age* Younger Younger Age Older Older
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
45 3.93 3.63 3.92 3.63 3.90 3.63 3.87 3.61 3.80 3.57 45 3.17 3.28 3.39 3.50 3.61
46 3.99 3.68 3.98 3.68 3.96 3.67 3.92 3.66 3.85 3.61 46 3.20 3.31 3.43 3.55 3.66
47 4.05 3.73 4.05 3.73 4.02 3.72 3.98 3.71 3.90 3.66 47 3.23 3.35 3.47 3.59 3.71
48 4.12 3.79 4.11 3.79 4.09 3.77 4.04 3.76 3.96 3.70 48 3.26 3.38 3.51 3.64 3.76
49 4.19 3.84 4.18 3.84 4.15 3.83 4.10 3.81 4.01 3.75 49 3.29 3.42 3.56 3.69 3.82

50 4.27 3.90 4.26 3.90 4.22 3.89 4.17 3.86 4.08 3.80 50 3.32 3.46 3.60 3.75 3.88
51 4.34 3.97 4.33 3.96 4.29 3.95 4.23 3.92 4.14 3.86 51 3.36 3.50 3.65 3.80 3.94
52 4.43 4.03 4.41 4.03 4.37 4.01 4.30 3.98 4.20 3.91 52 3.39 3.54 3.70 3.86 4.01
53 4.51 4.10 4.50 4.10 4.45 4.08 4.37 4.04 4.27 3.97 53 3.43 3.59 3.76 3.93 4.08
54 4.60 4.18 4.59 4.17 4.54 4.15 4.45 4.11 4.35 4.03 54 3.47 3.64 3.82 3.99 4.16

55 4.70 4.25 4.68 4.25 4.62 4.22 4.53 4.18 4.42 4.10 55 3.51 3.69 3.88 4.06 4.23
56 4.80 4.34 4.78 4.33 4.72 4.30 4.61 4.25 4.50 4.17 56 3.56 3.74 3.94 4.14 4.32
57 4.91 4.42 4.89 4.41 4.82 4.38 4.69 4.32 4.58 4.24 57 3.60 3.80 4.01 4.22 4.41
58 5.03 4.52 5.00 4.50 4.92 4.47 4.78 4.40 4.67 4.31 58 3.65 3.86 4.08 4.30 4.51
59 5.15 4.61 5.12 4.60 5.03 4.56 4.87 4.48 4.76 4.39 59 3.70 3.92 4.15 4.39 4.61

60 5.28 4.72 5.25 4.70 5.14 4.66 4.96 4.57 4.86 4.48 60 3.76 3.99 4.24 4.49 4.72
61 5.42 4.83 5.39 4.81 5.26 4.76 5.06 4.66 4.96 4.56 61 3.81 4.06 4.32 4.59 4.83
62 5.57 4.95 5.53 4.93 5.39 4.86 5.16 4.75 5.07 4.66 62 3.87 4.13 4.41 4.70 4.96
63 5.74 5.07 5.69 5.05 5.52 4.98 5.26 4.85 5.19 4.75 63 3.94 4.21 4.51 4.81 5.09
64 5.91 5.21 5.85 5.18 5.66 5.10 5.36 4.95 5.30 4.86 64 4.00 4.29 4.61 4.94 5.24

65 6.10 5.35 6.03 5.32 5.81 5.22 5.46 5.05 5.43 4.97 65 4.07 4.38 4.72 5.07 5.39
66 6.29 5.51 6.21 5.47 5.96 5.36 5.56 5.16 5.56 5.08 66 4.15 4.48 4.84 5.21 5.55
67 6.50 5.67 6.41 5.63 6.11 5.50 5.66 5.26 5.70 5.20 67 4.23 4.58 4.97 5.36 5.73
68 6.73 5.85 6.62 5.80 6.28 5.65 5.76 5.37 5.85 5.33 68 4.31 4.69 5.10 5.53 5.92
69 6.97 6.04 6.84 5.98 6.44 5.80 5.86 6.49 6.00 5.47 69 4.40 4.80 5.25 5.70 6.12

70 7.23 6.25 7.07 6.18 6.61 5.96 5.96 6.60 6.16 5.61 70 4.50 4.93 5.40 5.89 6.34
71 7.51 6.47 7.32 6.39 6.78 6.14 6.05 6.71 6.33 5.76 71 4.60 5.06 5.57 6.10 6.57
72 7.80 6.71 7.58 6.62 6.96 6.31 6.14 6.83 6.51 5.93 72 4.71 5.20 5.75 6.31 6.82
73 8.12 6.97 7.85 6.86 7.14 6.50 6.23 6.94 6.70 6.10 73 4.83 5.35 5.94 6.55 7.09
74 8.45 7.26 8.14 7.12 7.32 6.69 6.31 6.04 6.90 6.28 74 4.95 5.51 6.15 6.80 7.37

75 8.82 7.56 8.44 7.39 7.49 6.89 6.38 7.14 7.11 6.48 75 5.08 5.68 6.37 7.07 7.68
- ------------------------------------------------------------------------------------------------------------------------------
* Adjusted age of annuitant. M = Male F = Female
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Table B above is based on the "1983 Individual Annuitant Mortality Table A"
assuming a 3% annual effective interest rate. Annuity rates for any age, or any
combination of age and sex not shown above, will be calculated on the same basis
as those rates shown in the table above. Such rates will be furnished by us upon
request. Amounts shown in the Table below are based on assuming a 3% annual
effective interest rate.

PLAN E Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000 Applied

Years Monthly Years Monthly Years Monthly
Payable Payment Payable Payment Payable Payment
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
10 $ 9.61 17 $ 6.23 24 $ 4.84
11 8.86 18 5.96 25 4.71
12 8.24 19 5.73 26 4.59
13 7.71 20 5.51 27 4.47
14 7.26 21 5.32 28 4.37
15 6.87 22 5.15 29 4.27
16 6.53 23 4.99 30 4.18
- -------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

PAGE 34
Deferred Annuity Contract

American Administrative Offices:
Express 80 South Eighth Street
P.O. Box 534
American Minneapolis, MN 55440
Enterprise
Life

o Flexible Purchase Payments
o Optional Fixed Dollar or Variable Accumulation Values
and Annuity Payments
o Annuity Payments to Begin on the Retirement Date
o This Contract is Nonparticipating - Dividends Are Not Payable

<PAGE>

PAGE 1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Independent Auditors"
and to the use of our reports dated February 7, 1997 on the financial statements
and schedules of American Enterprise Life Insurance Company and our report dated
March 21, 1997 on the financial statements of American Enterprise Variable
Annuity Account - AEL Preferred Variable Annuity Subaccounts in Pre-Effective
Amendment No. 2 to the Registration Statement (Form N-4, No. 333-20217) and
related Prospectus for the registration of the American Enterprise Variable
Annuity Account to be offered by American Enterprise Life Insurance Company.

Ernst & Young LLP
Minneapolis, Minnesota
May 13, 1997

<PAGE>

AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
SCHEDULE I - CONSOLIDATED SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES ($ thousands)
AS OF DECEMBER 31, 1996

- ----------------------------------------------------------------------------------------
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) $ 208,049 $ 202,824 $ 208,049
States, municipalities and
political subdivisions 3,003 3,128 3,003
All other corporate bonds 1,045,091 1,061,995 1,045,091
------------- --------------- ------------------
Total held to maturity 1,256,143 1,267,947 1,256,143

Available for sale:
United States Government and
government agencies and
authorities (b) 1,177,626 1,181,505 1,181,505
States, municipalities and
political subdivisions 0 0 0
All other corporate bonds 1,045,831 1,060,942 1,060,942
------------- --------------- ------------------
Total available for sale 2,223,457 2,242,447 2,242,447

Mortgage loans on real estate 582,982 XXXXXXXXX 582,982
Other investments 3,056 XXXXXXXXX 3,056
------------- ------------------

Total investments $ 4,065,638 $ XXXXXXXXX $ 4,084,628
============= ==================
</TABLE>

(a) - Includes mortgage-backed securities with a cost and market value of
$194,513 and $188,873, respectively.
(b) - Includes mortgage-backed securities with a cost and market value of
$1,175,960 and $1,179,902, respectively.

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

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

Additions
--------------
Balance at Charged to
Description Beginning Charged to Other Accounts- Deductions- Balance at End
of Period Costs & Expenses Describe Describe of Period
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
For the year ended
December 31, 1996
- ------------------------------
Reserve for Mortgage Loans $0 $2,370 $0 $0 $2,370
Reserve for Fixed Maturities $9 $7 $0 $0 $16

For the year ended
December 31, 1995
- ------------------------------
Reserve for Fixed Maturities $0 $9 $0 $0 $9

For the year ended
December 31, 1994
- ------------------------------
Reserve for Fixed Maturities $77 ($77) $0 $0 $0
</TABLE>

<PAGE>

Report of Independent Auditors

The Board of Directors
American Enterprise Life Insurance Company

We have audited the financial statements of American Enterprise Life Insurance
Company (a wholly owned subsidiary of IDS Life Insurance Company) as of December
31, 1996 and 1995, and for each of the three years in the period ended December
31, 1996, and have issued our report thereon dated February 7, 1997 (included
elsewhere in this Registration Statement). Our audits also included the
financial statement schedules listed in Item 24(b) of this Registration
Statement. These schedules are the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits.

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

Ernst & Young LLP
Minneapolis, Minnesota
February 7, 1997

<ARTICLE> 7
<CIK> 0000926266
<NAME> American Enterprise Life Insurance Company
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLAR

<S> <C>
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<PERIOD-TYPE> YEAR
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 2242447
<DEBT-CARRYING-VALUE> 1256143
<DEBT-MARKET-VALUE> 1267947
<EQUITIES> 0
<MORTGAGE> 582982
<REAL-ESTATE> 0
<TOTAL-INVEST> 4084628
<CASH> 40829
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 203225
<TOTAL-ASSETS> 4425837
<POLICY-LOSSES> 3881339
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 27427
<NOTES-PAYABLE> 0
<COMMON> 2000
0
0
<OTHER-SE> 361858
<TOTAL-LIABILITY-AND-EQUITY> 4425837
0
<INVESTMENT-INCOME> 271719
<INVESTMENT-GAINS> (5258)
<OTHER-INCOME> 5753
<BENEFITS> 191672
<UNDERWRITING-AMORTIZATION> 30674
<UNDERWRITING-OTHER> 14133
<INCOME-PRETAX> 35735
<INCOME-TAX> 12912
<INCOME-CONTINUING> 22823
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22823
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<NAME> American Enterprise Variable Annuity Account
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLAR

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 20567538
<INVESTMENTS-AT-VALUE> 21360808
<RECEIVABLES> 123371
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 21335836
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> (148343)
<TOTAL-LIABILITIES> (148343)
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 15296692
<SHARES-COMMON-PRIOR> 4868332
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 21335836
<DIVIDEND-INCOME> 1139093
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> (215271)
<NET-INVESTMENT-INCOME> 923822
<REALIZED-GAINS-CURRENT> 25750
<APPREC-INCREASE-CURRENT> 519444
<NET-CHANGE-FROM-OPS> 1469016
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11360579
<NUMBER-OF-SHARES-REDEEMED> (932219)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 15322267
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (215271)
<AVERAGE-NET-ASSETS> 13674703
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>