AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
485BPOS, 1999-04-29
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<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-4

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         Pre-Effective Amendment No.                         [ ]

             Post-Effective Amendment No. 12 (File No. 33-54471)             [X]
                                       ---------

                                     and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                    Amendment No. 13 (File No. 811-7195)                     [X]
                                    ---------

                        (Check appropriate box or boxes)

                  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) 671-3678
- --------------------------------------------------------------------------------

          Mary Ellyn Minenko, IDS Tower 10, Minneapolis, MN 55440-0010
- --------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

It  is proposed that this filing will become effective (check appropriate box) 
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485 
[X] on April 30, 1999 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.

<PAGE>


<PAGE>
PROSPECTUS
 
APRIL 30, 1999
AEL PERSONAL PORTFOLIO PLUS(2)/AEL PERSONAL PORTFOLIO PLUS/AEL PERSONAL
PORTFOLIO-SM-
 
Individual flexible premium deferred combination fixed/variable annuity.
 
AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
 
Issued by: American Enterprise Life Insurance Company
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-0534
Telephone: 800-333-3437
 
This prospectus contains information that you should know before investing. You
also will receive the following prospectuses:
 
For AEL Personal Portfolio Plus(2):
- -----------------------------------
 
- -AIM Variable Insurance Funds, Inc.;
 
- -American Century Variable Portfolios, Inc.;
 
- -IDS Life Retirement Annuity Mutual Funds;
 
- -Janus Aspen Series;
 
- -OCC Accumulation Trust;
 
- -Oppenheimer Variable Account Funds; and
 
- -Putnam Variable Trust
 
For AEL Personal Portfolio Plus/AEL Personal Portfolio-SM-:
- -----------------------------------------------------------
 
- -AIM Variable Insurance Funds, Inc.;
 
- -GT Global Variable Investment Series;
 
- -GT Global Variable Investment Trust;
 
- -Janus Aspen Series;
 
- -OCC Accumulation Trust;
 
- -Oppenheimer Variable Account Funds; and
 
- -Putnam Variable Trust
 
Please read the prospectuses carefully and keep them for future reference. This
contract is available for qualified and nonqualified retirement plans.
 
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
 
AN INVESTMENT IN THIS CONTRACT IS NOT A DEPOSIT OF A BANK OR FINANCIAL
INSTITUTION AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN THIS CONTRACT
INVOLVES INVESTMENT RISK INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
 
A Statement of Additional Information (SAI), dated the same date as this
prospectus, is incorporated by reference into this prospectus. It is filed with
the Securities and Exchange Commission (SEC), and 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.
 
                                                                               1
<PAGE>
 
     TABLE OF CONTENTS
     KEY TERMS                                        3
     THE CONTRACT IN BRIEF                            4
     EXPENSE SUMMARY                                  6
     CONDENSED FINANCIAL INFORMATION (UNAUDITED)     10
     FINANCIAL STATEMENTS                            16
     PERFORMANCE INFORMATION                         16
     THE VARIABLE ACCOUNT                            18
     THE FUNDS                                       20
     THE FIXED ACCOUNT                               24
     BUYING YOUR CONTRACT                            25
     CHARGES                                         27
     VALUING YOUR INVESTMENT                         31
     MAKING THE MOST OF YOUR CONTRACT                33
     WITHDRAWALS                                     37
     CHANGING OWNERSHIP                              38
     BENEFITS IN CASE OF DEATH                       39
     THE ANNUITY PAYOUT PERIOD                       42
     TAXES                                           44
     VOTING RIGHTS                                   47
     SUBSTITUTION OF INVESTMENTS                     48
     ABOUT THE SERVICE PROVIDERS                     49
     YEAR 2000                                       50
     TABLE OF CONTENTS OF THE STATEMENT OF
      ADDITIONAL INFORMATION                         51
 
2
<PAGE>
- -------------------------------
                 KEY TERMS
 
             These terms can help you understand details about your contract.
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 PAYOUTS
                 An amount paid at regular intervals under one of several plans.
BENEFICIARY
                 The person you designate to receive benefits in case of the
                 owner's or annuitant's death while the contract is in force and
                 before annuity payouts begin.
CLOSE OF BUSINESS
                 When the New York Stock Exchange (NYSE) closes, normally 4 p.m.
                 Eastern time.
CONTRACT VALUE
                 The total value of your contract before we deduct any
                 applicable charges.
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
                 you allocate to this account earn interest at rates that we
                 declare periodically.
FUNDS
                 Mutual funds and/or portfolios that are investment options
                 under your contract, each with a different investment
                 objective. You may allocate your purchase payments into
                 variable subaccounts investing in shares of any or all of these
                 funds.
OWNER
(YOU, YOUR)
                 The person who controls the contract (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 controls
                 the contract.
QUALIFIED ANNUITY
                 A contract that you purchase for one of the following
                 retirement plans that is subject to applicable federal law and
                 any rules of the plan itself:
 
          - Individual Retirement Annuities (IRAs)
 
          - Roth IRAs
 
          - Simplified Employee Pension (SEP) plans
 
             All other contracts are considered NONQUALIFIED ANNUITIES.
RETIREMENT DATE
                 The date when annuity payouts are scheduled to begin.
VALUATION DATE
                 Any normal business day, Monday through Friday, that the NYSE
                 is open. Each valuation date ends at the close of business. We
                 calculate the value of each subaccount 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 fund. The
                 value of your investment in each subaccount changes with the
                 performance of the particular fund.
WITHDRAWAL VALUE
                 The amount you are entitled to receive if you make a full
                 withdrawal from your contract. It is the contract value minus
                 any applicable charges.
 
                                                                               3
<PAGE>
- -------------------------------
                 THE CONTRACT IN BRIEF
 
PURPOSE: The purpose of the contract is to allow you to accumulate money for
retirement. You do this by making one or more investments (purchase payments)
that may earn returns that increase the value of the contract. The contract
provides lifetime or other forms of payouts beginning at a specified date (the
retirement date). As in the case of other annuities, it may not be advantageous
for you to purchase this contract as a replacement for, or in addition to an
existing annuity.
 
FREE LOOK PERIOD: You may return your contract to your agent or to our 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 you return the contract; the refund amount
may be more or less than the payment you made. (Exception: If the law requires,
we will refund all of your purchase payments.)
 
ACCOUNTS: Currently, you may allocate your purchase payments among any or all
of:
 
          - the subaccounts, each of which invests in a fund with a particular
           investment objective. The value of each subaccount varies with the
           performance of the particular fund in which it invests. We cannot
           guarantee that the value at the retirement date will equal or exceed
           the total purchase payments you allocate to the subaccounts.(p. 18)
 
          - the fixed account, which earns interest at a rate that we adjust
           periodically. (p. 24)
 
BUYING YOUR CONTRACT: Your agent will help you complete and submit an
application. Applications are subject to acceptance at our office. You may buy a
nonqualified annuity or a qualified annuity. You must make an initial lump-sum
purchase payment. You have the option of making additional purchase payments in
the future. Some states have time limitations for making additional purchase
payments. (p. 25)
 
          - Minimum initial purchase payment - $2,000 (without prior approval)
 
          - Minimum additional purchase payment - $50
 
          - Maximum total purchase payments - $1,000,000 (without prior
           approval)
 
TRANSFERS: Subject to certain restrictions you currently may redistribute your
money among the subaccounts and the fixed account without charge at any time
until annuity payouts begin, and once per contract year among the subaccounts
after annuity payouts begin. You may establish automated transfers among the
fixed account and subaccounts. Fixed account transfers are subject to special
restrictions. (p. 34)
 
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. 37)
 
CHANGING OWNERSHIP: You may change ownership of a nonqualified annuity by
written instruction, but this may have federal income tax consequences.
Restrictions apply to changing ownership of a qualified annuity. (p. 38)
 
BENEFITS IN CASE OF DEATH: If you or the annuitant die before annuity payouts
begin, we will pay the beneficiary an amount at least equal to the contract
value. (p. 39)
 
ANNUITY PAYOUTS: You can apply your contract value 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 you like. If you purchased a
qualified annuity, the payout schedule must meet the requirements of the
qualified plan. We can make payouts on a fixed or variable basis, or both. Total
monthly payouts may include amounts from each subaccount and the fixed account.
(p. 42)
 
4
<PAGE>
 
TAXES: Generally, your contract grows tax-deferred until you make withdrawals
from 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. Roth IRAs, however, may grow and be
distributed tax-free, if you meet certain distribution requirements. (p. 44)
 
CHARGES:
 
          - $30 annual contract administrative charge;
 
          - 0.15% variable account administrative charge;
 
          - 1.25% mortality and expense risk fee;
 
          - withdrawal charge;
 
          - any premium taxes that may be imposed on us by state or local
           governments, (currently, we deduct any applicable premium tax when
           you make a total withdrawal or when annuity payouts begin); and
 
          - the operating expenses of the funds.
 
                                                                               5
<PAGE>
- -------------------------------
                 EXPENSE SUMMARY
 
The purpose of this table is to help you understand the various costs and
expenses associated with your contract.
 
You pay no sales charge when you purchase your contract. We show all costs that
you bear directly or indirectly for the subaccounts and funds below. Some
expenses may vary as we explained under "Charges."
 
ANNUAL CONTRACT OWNER EXPENSES:
  WITHDRAWAL CHARGE (contingent deferred sales charge as a percentage of
purchase payment)
 
<TABLE>
<CAPTION>
                 CONTRACT YEARS FROM                                      WITHDRAWAL CHARGE
                   PAYMENT RECEIPT                                            PERCENTAGE
<S>                                                     <C>
                          1                                                       7%
                          2                                                       6
                          3                                                       5
                          4                                                       4
                          5                                                       3
                          6                                                       2
                          7                                                       1
                      Thereafter                                                  0
</TABLE>
 
  CONTRACT ADMINISTRATIVE CHARGE                                             $30
 
ANNUAL SUBACCOUNT EXPENSES
(as a percentage of average daily net assets of the subaccounts):
    VARIABLE ACCOUNT ADMINISTRATIVE CHARGE                                 0.15%
    MORTALITY AND EXPENSE RISK FEE                                         1.25%
 
                                                                        --------
  TOTAL ANNUAL SUBACCOUNT EXPENSES                                         1.40%
 
ANNUAL OPERATING EXPENSES OF THE FUNDS
(as a percentage of average daily net assets):
<TABLE>
<CAPTION>
                                                                                                             GT GLOBAL
                         AIM V.I.         AIM V.I.                          AMERICAN                       VARIABLE LATIN
                        GROWTH AND     INTERNATIONAL       AIM V.I.        CENTURY VP        AMERICAN       AMERICA FUND
                          INCOME           EQUITY           VALUE          INCOME AND       CENTURY VP     (AFTER EXPENSE
                           FUND             FUND             FUND            GROWTH           VALUE        REIMBURSEMENT)
<S>                   <C>              <C>              <C>              <C>              <C>              <C>
 Management fees             .61%             .75%             .61%             .70%            1.00%            1.00%
 
 12b-1 fees                   --               --               --               --               --               --
 
 Other expenses              .04              .16              .05               --               --              .39
 
 Total                       .65%(1)          .91%(1)          .66%(1)          .70%(1)         1.00%(1)         1.39%(6)
 
<CAPTION>
                        GT GLOBAL
                       VARIABLE NEW
                       PACIFIC FUND       IDS LIFE
                      (AFTER EXPENSE     AGGRESSIVE
                      REIMBURSEMENT)       GROWTH
<S>                   <C>              <C>
 Management fees            1.00%             .59%
 12b-1 fees                   --               --
 Other expenses              .28              .09
 Total                      1.28%(6)          .68%(2)
</TABLE>
 
6
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                                 JANUS ASPEN
                                                                                                  JANUS ASPEN       SERIES
                                                                                                     SERIES       WORLDWIDE
                      IDS LIFE   IDS LIFE      IDS LIFE                               IDS LIFE      BALANCED        GROWTH
                      CAPITAL     GROWTH     INTERNATIONAL   IDS LIFE    IDS LIFE     SPECIAL      (AFTER FEE     (AFTER FEE
                      RESOURCE   DIMENSION      EQUITY       MANAGED    MONEYSHARE     INCOME     REDUCTIONS)    REDUCTIONS)
<S>                   <C>        <C>         <C>             <C>        <C>          <C>          <C>            <C>
 Management fees          .59%       .61%          .83%          .59%        .50%         .60%          .72%           .65%
 
 12b-1 fees                --         --            --            --          --           --            --             --
 
 Other expenses           .07        .06           .15           .04         .06          .07           .02            .07
 
 Total                    .66%(2)     .67%(2)       .98%(2)      .63%(2)      .56%(2)      .67%(2)       .74%(4)       .72%(4)
</TABLE>
<TABLE>
<CAPTION>
                                                          OCC              OCC
                          OCC             OCC         ACCUMULATION    ACCUMULATION                                 PUTNAM VT
                      ACCUMULATION    ACCUMULATION    TRUST SMALL    TRUST U.S. GOV-  OPPENHEIMER                 DIVERSIFIED
                      TRUST EQUITY   TRUST MANAGED        CAP        ERNMENT INCOME     CAPITAL     OPPENHEIMER     INCOME
                     (AFTER EXPENSE  (AFTER EXPENSE  (AFTER EXPENSE  (AFTER EXPENSE   APPRECIATION  HIGH INCOME     FUND -
                      LIMITATIONS)    LIMITATIONS)    LIMITATIONS)    LIMITATIONS)      FUND/VA       FUND/VA      CLASS IA
<S>                  <C>             <C>             <C>             <C>              <C>           <C>           <C>
 Management fees            .80%            .78%            .80%            .60%            .72%          .74%         .67%
 
 12b-1 fees                  --              --              --              --              --            --           --
 
 Other expenses             .14             .04             .08             .40             .03           .04          .11
 
 Total                      .94%(3)         .82%(3)         .88%(3)        1.00%(3)         .75%(1)       .78%(1)      .78%(1)
 
<CAPTION>
 
                       PUTNAM VT
                      DIVERSIFIED
                        INCOME
                        FUND -
                       CLASS IB
<S>                  <C>
 Management fees           .67%
 12b-1 fees                .15
 Other expenses            .11
 Total                     .93%(5)
</TABLE>
 
<TABLE>
<CAPTION>
                        PUTNAM VT       PUTNAM VT     PUTNAM VT    PUTNAM VT        PUTNAM VT       PUTNAM VT
                       GROWTH AND      GROWTH AND     HIGH YIELD   HIGH YIELD   NEW OPPORTUNITIES    VOYAGER
                      INCOME FUND -   INCOME FUND -     FUND -       FUND -          FUND -          FUND -
                        CLASS IA        CLASS IB       CLASS IA     CLASS IB        CLASS IA        CLASS IB
<S>                   <C>             <C>             <C>          <C>          <C>                 <C>
 Management fees            .46%            .46%           .64%         .64%            .56%            .54%
 
 12b-1 fees                  --             .15             --          .15              --             .15
 
 Other expenses             .04             .04            .07          .07             .05             .04
 
 Total                      .50%(1)         .65%(5)        .71%(1)      .86%(5)         .61%(1)         .73%(5)
</TABLE>
 
(1)  Operating expenses of the underlying funds at Dec. 31, 1998.
(2)  Annualized operating expenses of underlying mutual funds at Dec. 31, 1998.
(3)  Total Portfolio Expenses of the OCC Accumulation Trust Portfolios are
     limited by OpCap Advisors so that their respective annualized operating
     expenses (net of any expense offsets) do not exceed 1.00% of average daily
     net assets for the Equity, Managed, Small Cap and U.S. Government Income
     Portfolios. Without such limitation and without giving effect to any
     expense offsets, the Management Fees, Other expenses and Total Portfolio
     Expenses for U.S. Government Income Portfolio would have been: .60%, .60%,
     and 1.20%, respectively.
(4)  The figures given above are based on gross expenses before expense offset
     arrangements, if any, for the year ended Dec. 31, 1998, for these funds. As
     of the date of this prospectus, certain fees are being reduced by the
     respective investment managers or service providers for certain of the
     underlying funds, in each case on a voluntary basis. Without such
     reductions, the "Management fees," "Other expenses" and "Total" that would
     have been incurred for the last completed fiscal year would be: 0.72%.
     0.02%, and 0.74%, respectively, for Janus Aspen Series Balanced Portfolio,
     and 0.67%, 0.07% and 0.74%, respectively for Janus Aspen Series Worldwide
     Growth Portfolio. See the Portfolio' prospectus for a discussion of fee
     reductions.
(5)  Based on estimated expenses.
(6)  Figures in the "Other Expenses" and "Total" columns are restated from the
     amounts you would have incurred in 1998 to reflect fee and reimbursement or
     waiver arrangements. If there had been no reimbursement of expenses by
     A I M Advisors, Inc. no expense reductions, the actual expenses of each
     fund, expressed as a percentage of net assets, with "Management fees"
     stated first, the "Other expenses" followed by "Total," would have been as
     follows: GT Global Variable Latin America Fund, 1.00%, 0.66%, 1.86%; and GT
     Global Variable New Pacific Fund, 1.00%, 0.78%, 1.78%.
 
                                                                               7
<PAGE>
                 EXPENSE SUMMARY
 
EXAMPLE:*
<TABLE>
<CAPTION>
                            AIM V.I.        AIM V.I.                   AMERICAN
                           GROWTH AND    INTERNATIONAL    AIM V.I.    CENTURY VP     AMERICAN        GT GLOBAL        GT GLOBAL
                             INCOME          EQUITY         VALUE     INCOME AND    CENTURY VP    VARIABLE LATIN    VARIABLE NEW
                              FUND            FUND          FUND        GROWTH         VALUE       AMERICA FUND     PACIFIC FUND
 
<S>                        <C>           <C>              <C>         <C>           <C>           <C>               <C>
                           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                      $ 92.31         $ 94.98       $ 92.42      $ 92.83       $ 95.90         $ 98.46          $ 98.26
 
 3 Years                      118.81          126.83        119.12       120.36        129.59          137.24           136.63
 
 5 Years                      147.92          161.30        148.44       150.51        165.90          178.58           177.58
 
 10 Years                     253.10          279.88        254.14       258.30        288.99          313.87           311.90
                           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                      $ 22.31         $ 24.98       $ 22.42      $ 22.83       $ 25.90         $ 28.46          $ 28.26
 
 3 Years                       68.81           76.83         69.12        70.36         79.59           87.24            86.63
 
 5 Years                      117.92          131.30        118.44       120.51        135.90          148.58           147.58
 
 10 Years                     253.10          279.88        254.14       258.30        288.99          313.87           311.90
 
<CAPTION>
 
                            IDS LIFE
                           AGGRESSIVE
                             GROWTH
<S>                        <C>
 
 1 Year                      $ 92.62
 3 Years                      119.74
 5 Years                      149.47
 10 Years                     256.22
 
 1 Year                      $ 22.62
 3 Years                       69.74
 5 Years                      119.47
 10 Years                     256.22
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                                      JANUS ASPEN
                      IDS LIFE     IDS LIFE       IDS LIFE                                 IDS LIFE    JANUS ASPEN       SERIES
                       CAPITAL      GROWTH     INTERNATIONAL     IDS LIFE     IDS LIFE      SPECIAL       SERIES       WORLDWIDE
                      RESOURCE    DIMENSION        EQUITY        MANAGED     MONEYSHARE     INCOME       BALANCED        GROWTH
 
<S>                   <C>         <C>          <C>              <C>          <C>           <C>         <C>            <C>
                      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                $ 92.42      $ 92.52        $ 95.70      $ 92.11        $ 91.39      $ 92.52       $ 93.24        $ 93.03
 
 3 Years                119.12       119.43         128.98       118.19         116.03       119.43        121.59         120.98
 
 5 Years                148.44       148.96         164.88       146.89         143.26       148.96        152.57         151.54
 
 10 Years               254.14       255.18         286.97       251.01         243.67       255.18        262.45         260.38
                      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                $ 22.42      $ 22.52        $ 25.70      $ 22.11        $ 21.39      $ 22.52       $ 23.24        $ 23.03
 
 3 Years                 69.12        69.43          78.98        68.19          66.03        69.43         71.59          70.98
 
 5 Years                118.44       118.96         134.88       116.89         113.26       118.96        122.57         121.54
 
 10 Years               254.14       255.18         286.97       251.01         243.67       255.18        262.45         260.38
</TABLE>
 
8
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                  PUTNAM VT
                                                       OCC              OCC         OPPENHEIMER                   DIVERSIFIED
                      OCC             OCC         ACCUMULATION     ACCUMULATION       CAPITAL      OPPENHEIMER      INCOME
                 ACCUMULATION     ACCUMULATION     TRUST SMALL    TRUST U.S. GOV-   APPRECIATION   HIGH INCOME      FUND -
                 TRUST EQUITY    TRUST MANAGED         CAP        ERNMENT INCOME      FUND/VA        FUND/VA       CLASS IA
<S>              <C>             <C>              <C>             <C>               <C>            <C>            <C>
                 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             $ 95.29          $ 94.06         $ 94.67          $ 95.90          $ 93.34        $ 93.65       $ 93.65
 
 3 Years             127.75           124.06          125.91           129.59           121.90         122.83        122.83
 
 5 Years             162.84           156.69          159.77           165.90           153.09         154.63        154.63
 
 10 Years            282.92           270.69          276.82           288.99           263.48         266.57        266.57
                 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             $ 25.29          $ 24.06         $ 24.67          $ 25.90          $ 23.34        $ 23.65       $ 23.65
 
 3 Years              77.75            74.06           75.91            79.59            71.90          72.83         72.83
 
 5 Years             132.84           126.69          129.77           135.90           123.09         124.63        124.63
 
 10 Years            282.92           270.69          276.82           288.99           263.48         266.57        266.57
 
<CAPTION>
                 PUTNAM VT
                 DIVERSIFIED
                   INCOME
                   FUND -
                  CLASS IB
<S>              <C>
 
 1 Year            $ 95.18
 3 Years            127.44
 5 Years            162.33
 10 Years           281.91
 
 1 Year            $ 25.18
 3 Years             77.44
 5 Years            132.33
 10 Years           281.91
</TABLE>
 
<TABLE>
<CAPTION>
                               PUTNAM VT           PUTNAM VT       PUTNAM VT    PUTNAM VT        PUTNAM VT        PUTNAM VT
                              GROWTH AND          GROWTH AND       HIGH YIELD   HIGH YIELD   NEW OPPORTUNITIES     VOYAGER
                             INCOME FUND -       INCOME FUND -       FUND -       FUND -           FUND -           FUND -
                               CLASS IA            CLASS IB         CLASS IA     CLASS IB         CLASS IA         CLASS IB
<S>                        <C>                 <C>                 <C>          <C>          <C>                  <C>
                           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                         $ 90.78             $ 92.31          $ 92.93      $ 94.47          $ 91.90          $ 93.13
 
 3 Years                         114.17              118.81           120.67       125.29           117.58           121.28
 
 5 Years                         140.14              147.92           151.02       158.74           145.85           152.06
 
 10 Years                        237.33              253.10           259.34       274.78           248.92           261.41
                           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                         $ 20.78             $ 22.31          $ 22.93      $ 24.47          $ 21.90          $ 23.13
 
 3 Years                          64.17               68.81            70.67        75.29            67.58            71.28
 
 5 Years                         110.14              117.92           121.02       128.74           115.85           122.06
 
 10 Years                        237.33              253.10           259.34       274.78           248.92           261.41
</TABLE>
 
* In this example, the $30 annual contract administrative charge is approximated
  as a 0.127% charge based on our average contract size. Premium taxes imposed
  by some state and local governments are not reflected in this table. We
  entered into certain arrangements under which we are compensated by the funds'
  advisers and/ or distributors for the administrative services we provide to
  the funds.
 
YOU SHOULD NOT CONSIDER THIS EXAMPLE AS A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN.
 
                                                                               9
<PAGE>
- -------------------------------
                 CONDENSED FINANCIAL INFORMATION (UNAUDITED)
 
              The following tables give per-unit information about the financial
              history of each subaccount.
 
 YEAR ENDED DEC. 31,
 
<TABLE>
<CAPTION>
                                  1998      1997      1996      1995
<S>                             <C>       <C>       <C>       <C>
 SUBACCOUNT EGN(3) (INVESTING IN SHARES OF AIM V.I. GROWTH AND INCOME
 FUND)
 
 Accumulation unit value at
 beginning of period              $1.03     $1.00        --        --
 
 Accumulation unit value at
 end of period                    $1.30     $1.03        --        --
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    2,495        69        --        --
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%        --        --
 
 SUBACCOUNT EIN(3) (INVESTING IN SHARES OF AIM V.I. INTERNATIONAL
 EQUITY FUND)
 
 Accumulation unit value at
 beginning of period              $1.02     $1.00        --        --
 
 Accumulation unit value at
 end of period                    $1.16     $1.02        --        --
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                      866        57        --        --
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%        --        --
 
 SUBACCOUNT EVA(3) (INVESTING IN SHARES OF AIM V.I. VALUE FUND)
 
 Accumulation unit value at
 beginning of period              $1.03     $1.00        --        --
 
 Accumulation unit value at
 end of period                    $1.34     $1.03        --        --
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    1,779        66        --        --
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%        --        --
 
 SUBACCOUNT EIG(4) (INVESTING IN SHARES OF AMERICAN CENTURY VP INCOME
 AND GROWTH FUND)
 
 Accumulation unit value at
 beginning of period              $1.00        --        --        --
 
 Accumulation unit value at
 end of period                    $1.25        --        --        --
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                      137        --        --        --
 
 Ratio of operating expense to
 average net assets               1.40%        --        --        --
 
 SUBACCOUNT EVL(4) (INVESTING IN SHARES OF AMERICAN CENTURY VP VALUE
 FUND)
 
 Accumulation unit value at
 beginning of period              $1.00        --        --        --
 
 Accumulation unit value at
 end of period                    $1.12        --        --        --
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                      157        --        --        --
 
 Ratio of operating expense to
 average net assets               1.40%        --        --        --
 
 SUBACCOUNT ELA(1) (INVESTING IN SHARES OF GT GLOBAL VARIABLE LATIN
 AMERICA FUND)
 
 Accumulation unit value at
 beginning of period              $1.34     $1.19     $0.98     $1.00
 
 Accumulation unit value at
 end of period                    $0.77     $1.34     $1.19     $0.98
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    1,115     1,004       663       303
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%     1.50%     1.50%
</TABLE>
 
10
<PAGE>
 
 YEAR ENDED DEC. 31,
 
<TABLE>
<CAPTION>
                                  1998      1997      1996      1995
 SUBACCOUNT EPA(1) (INVESTING IN SHARES OF GT GLOBAL VARIABLE NEW
 PACIFIC FUND)
<S>                             <C>       <C>       <C>       <C>
 
 Accumulation unit value at
 beginning of period              $0.80     $1.38     $1.07     $1.00
 
 Accumulation unit value at
 end of period                    $0.67     $0.80     $1.38     $1.07
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    1,442       980       530       193
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%     1.50%     1.50%
 
 SUBACCOUNT EAG(1) (INVESTING IN SHARES OF IDS LIFE AGGRESSIVE GROWTH
 FUND)
 
 Accumulation unit value at
 beginning of period              $1.63     $1.47     $1.28     $1.00
 
 Accumulation unit value at
 end of period                    $1.65     $1.63     $1.47     $1.28
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    3,453     2,434     1,324       473
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%     1.50%     1.50%
 
 SUBACCOUNT ECR(1) (INVESTING IN SHARES OF IDS LIFE CAPITAL RESOURCE
 FUND)
 
 Accumulation unit value at
 beginning of period              $1.56     $1.27     $1.20     $1.00
 
 Accumulation unit value at
 end of period                    $1.91     $1.56     $1.27     $1.20
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    5,163     3,813     2,350       818
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%     1.50%     1.50%
 
 SUBACCOUNT EGD(2) (INVESTING IN SHARES OF IDS LIFE GROWTH DIMENSIONS
 FUND)
 
 Accumulation unit value at
 beginning of period              $1.05     $1.00        --        --
 
 Accumulation unit value at
 end of period                    $1.32     $1.05        --        --
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    1,108        69        --        --
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%        --        --
 
 SUBACCOUNT EIE(1) (INVESTING IN SHARES OF IDS LIFE INTERNATIONAL
 EQUITY FUND)
 
 Accumulation unit value at
 beginning of period              $1.28     $1.26     $1.17     $1.00
 
 Accumulation unit value at
 end of period                    $1.46     $1.28     $1.26     $1.17
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    2,181     1,413       675       220
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%     1.50%     1.50%
 
 SUBACCOUNT EMG(1) (INVESTING IN SHARES OF IDS LIFE MANAGED FUND,
 INC.)
 
 Accumulation unit value at
 beginning of period              $1.60     $1.36     $1.18     $1.00
 
 Accumulation unit value at
 end of period                    $1.83     $1.60     $1.36     $1.18
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    4,684     2,944     1,546       589
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%     1.50%     1.50%
</TABLE>
 
                                                                              11
<PAGE>
                 CONDENSED FINANCIAL INFORMATION (UNAUDITED)
 
 YEAR ENDED DEC. 31,
 
<TABLE>
<CAPTION>
                                  1998      1997      1996      1995
 SUBACCOUNT EMS(1) (INVESTING IN SHARES OF IDS LIFE MONEYSHARE FUND,
 INC.)
<S>                             <C>       <C>       <C>       <C>
 
 Accumulation unit value at
 beginning of period              $1.11     $1.07     $1.03     $1.00
 
 Accumulation unit value at
 end of period                    $1.15     $1.11     $1.07     $1.03
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                      749       231       241       132
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%     1.50%     1.50%
 
 Simple yield(5)                  3.24%     3.71%     3.26%     3.53%
 
 Compound yield(5)                3.29%     3.78%     3.32%     3.59%
 
 SUBACCOUNT ESI(1) (INVESTING IN SHARES OF IDS LIFE SPECIAL INCOME
 FUND)
 
 Accumulation unit value at
 beginning of period              $1.33     $1.24     $1.17     $1.00
 
 Accumulation unit value at
 end of period                    $1.33     $1.33     $1.24     $1.17
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    5,689     2,544     1,377       414
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%     1.50%     1.50%
 
 SUBACCOUNT ESB(3) (INVESTING IN SHARES OF JANUS ASPEN SERIES BALANCED
 PORTFOLIO)
 
 Accumulation unit value at
 beginning of period              $1.02     $1.00        --        --
 
 Accumulation unit value at
 end of period                    $1.35     $1.02        --        --
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    2,680        69        --        --
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%        --        --
 
 SUBACCOUNT EWG(3) (INVESTING IN SHARES OF JANUS ASPEN SERIES
 WORLDWIDE GROWTH PORTFOLIO)
 
 Accumulation unit value at
 beginning of period              $1.03     $1.00        --        --
 
 Accumulation unit value at
 end of period                    $1.30     $1.03        --        --
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    1,721        62        --        --
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%        --        --
 
 SUBACCOUNT EEQ(3) (INVESTING IN SHARES OF OCC ACCUMULATION TRUST
 EQUITY PORTFOLIO)
 
 Accumulation unit value at
 beginning of period              $1.07     $1.00        --        --
 
 Accumulation unit value at
 end of period                    $1.19     $1.07        --        --
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    1,059        63        --        --
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%        --        --
</TABLE>
 
12
<PAGE>
 
 YEAR ENDED DEC. 31,
 
<TABLE>
<CAPTION>
                                  1998      1997      1996      1995
 SUBACCOUNT EMD(1) (INVESTING IN SHARES OF OCC ACCUMULATION TRUST
 MANAGED PORTFOLIO)
<S>                             <C>       <C>       <C>       <C>
 
 Accumulation unit value at
 beginning of period              $1.91     $1.58     $1.31     $1.00
 
 Accumulation unit value at
 end of period                    $2.02     $1.91     $1.58     $1.31
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    5,686     4,134     2,462       436
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%     1.50%     1.50%
 
 SUBACCOUNT ESC(3) (INVESTING IN SHARES OF OCC ACCUMULATION TRUST
 SMALL CAP PORTFOLIO)
 
 Accumulation unit value at
 beginning of period              $1.01     $1.00        --        --
 
 Accumulation unit value at
 end of period                    $0.91     $1.01        --        --
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    1,413        87        --        --
 
 Ratio of operating expenses
 to average net assets            1.40%     1.40%        --        --
 
 SUBACCOUNT EUS(1) (INVESTING IN SHARES OF OCC ACCUMULATION TRUST U.S.
 GOVERNMENT INCOME PORTFOLIO)
 
 Accumulation unit value at
 beginning of period              $1.17     $1.10     $1.09     $1.00
 
 Accumulation unit value at
 end of period                    $1.24     $1.17     $1.10     $1.09
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    3,585     2,253     1,252       413
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%     1.50%     1.50%
 
 SUBACCOUNT EGR(3) (INVESTING IN SHARES OF OPPENHEIMER CAPITAL
 APPRECIATION FUND/VA)
 
 Accumulation unit value at
 beginning of period              $1.02     $1.00        --        --
 
 Accumulation unit value at
 end of period                    $1.24     $1.02        --        --
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    1,867        67        --        --
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%        --        --
 
 SUBACCOUNT EHI(3) (INVESTING IN SHARES OF OPPENHEIMER HIGH INCOME
 FUND/VA)
 
 Accumulation unit value at
 beginning of period              $1.01     $1.00        --        --
 
 Accumulation unit value at
 end of period                    $1.00     $1.01        --        --
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    2,185        77        --        --
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%        --        --
 
 SUBACCOUNT EDI(1) (INVESTING IN SHARES OF PUTNAM VT DIVERSIFIED
 INCOME FUND--CLASS IA SHARES)
 
 Accumulation unit value at
 beginning of period              $1.30     $1.23     $1.15     $1.00
 
 Accumulation unit value at
 end of period                    $1.27     $1.30     $1.23     $1.15
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    5,963     3,151     1,824       601
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%     1.50%     1.50%
</TABLE>
 
                                                                              13
<PAGE>
                 CONDENSED FINANCIAL INFORMATION (UNAUDITED)
 
 YEAR ENDED DEC. 31,
 
<TABLE>
<CAPTION>
                                  1998      1997      1996      1995
 SUBACCOUNT EPD(4) (INVESTING IN SHARES OF PUTNAM VT DIVERSIFIED
 INCOME FUND--CLASS IB SHARES)
<S>                             <C>       <C>       <C>       <C>
 
 Accumulation unit value at
 beginning of period              $1.00        --        --        --
 
 Accumulation unit value at
 end of period                    $1.00        --        --        --
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                      344        --        --        --
 
 Ratio of operating expense to
 average net assets               1.40%        --        --        --
 
 SUBACCOUNT EGI(1) (INVESTING IN SHARES OF PUTNAM VT GROWTH AND INCOME
 FUND--CLASS IA SHARES)
 
 Accumulation unit value at
 beginning of period              $1.88     $1.53     $1.27     $1.00
 
 Accumulation unit value at
 end of period                    $2.14     $1.88     $1.53     $1.27
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    9,161     6,452     3,655     1,152
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%     1.50%     1.50%
 
 SUBACCOUNT EPG(4) (INVESTING IN SHARES OF PUTNAM VT GROWTH AND INCOME
 FUND--CLASS IB SHARES)
 
 Accumulation unit value at
 beginning of period              $1.00        --        --        --
 
 Accumulation unit value at
 end of period                    $1.18        --        --        --
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                      239        --        --        --
 
 Ratio of operating expense to
 average net assets               1.40%        --        --        --
 
 SUBACCOUNT EHY(1) (INVESTING IN SHARES OF PUTNAM VT HIGH YIELD
 FUND--CLASS IA SHARES)
 
 Accumulation unit value at
 beginning of period              $1.43     $1.27     $1.14     $1.00
 
 Accumulation unit value at
 end of period                    $1.33     $1.43     $1.27     $1.14
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    3,846     2,321     1,270       480
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%     1.50%     1.50%
 
 SUBACCOUNT EPH(4) (INVESTING IN SHARES OF PUTNAM VT HIGH YIELD FUND--
 CLASS IB SHARES)
 
 Accumulation unit value at
 beginning of period              $1.00        --        --        --
 
 Accumulation unit value at
 end of period                    $1.01        --        --        --
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                      130        --        --        --
 
 Ratio of operating expense to
 average net assets               1.40%        --        --        --
 
 SUBACCOUNT ENO(1) (INVESTING IN SHARES OF PUTNAM VT NEW OPPORTUNITIES
 FUND--CLASS IA SHARES)
 
 Accumulation unit value at
 beginning of period              $1.84     $1.51     $1.39     $1.00
 
 Accumulation unit value at
 end of period                    $2.25     $1.84     $1.51     $1.39
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                    5,798     4,575     2,980       691
 
 Ratio of operating expense to
 average net assets               1.40%     1.40%     1.50%     1.50%
</TABLE>
 
14
<PAGE>
 
 YEAR ENDED DEC. 31,
 
<TABLE>
<CAPTION>
                                  1998      1997      1996      1995
 SUBACCOUNT EPV(4) (INVESTING IN SHARES OF PUTNAM VT VOYAGER
 FUND--CLASS IB SHARES)
<S>                             <C>       <C>       <C>       <C>
 
 Accumulation unit value at
 beginning of period              $1.00        --        --        --
 
 Accumulation unit value at
 end of period                    $1.37        --        --        --
 
 Number of accumulation units
 outstanding at end of period
 (000 omitted)                      125        --        --        --
 
 Ratio of operating expense to
 average net assets               1.40%        --        --        --
</TABLE>
 
(1)  Operations commenced on Feb. 21, 1995.
 
(2)  Operations commenced on Oct. 29, 1997.
 
(3)  Operations commenced on Oct. 30, 1997.
 
(4)  Operations commenced on Oct. 5, 1998.
 
(5)  Net of annual contract administrative charge and mortality and expense risk
     fee.
 
                                                                              15
<PAGE>
- -------------------------------
                 FINANCIAL STATEMENTS
 
You can find our audited financial statements and the audited financial
statements of the subaccounts in the SAI.
 
  PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
 
Performance information for the subaccounts may appear from time to time in
advertisements or sales literature. This information reflects the performance of
a hypothetical investment in a particular subaccount during a specified time
period. We show actual performance from the date the subaccounts began investing
in funds. We also show performance from the commencement date of the funds as if
the contract existed at that time. Although we base performance figures on
historical earnings, past performance does not guarantee future results.
 
We include non-recurring charges (such as withdrawal charges) in total return
figures, but not in yield quotations. Excluding non-recurring charges in yield
calculations increases the reported value.
 
Total return figures reflect 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).
 
We also may make optional total return quotations that do not reflect a
withdrawal charge deduction (assuming no withdrawal). Total return quotations
may be shown by means of schedules, charts or graphs.
 
AVERAGE ANNUAL TOTAL RETURN is the average annual compounded rate of return of
the investment over a period of one, five and 10 years (or up to the life of the
variable subaccount if it is less than ten years old).
 
CUMULATIVE TOTAL RETURN is the cumulative change in the value of an investment
over a specified time period. We assume that income earned by the investment is
reinvested. Cumulative total return will be higher than average annual total
return because it is not averaged.
 
ANNUALIZED SIMPLE YIELD (FOR SUBACCOUNTS INVESTING IN MONEY MARKET FUNDS)
"annualizes" the income generated by the investment over a given seven-day
period. That is, we assume the amount of income generated by the investment
during the period will be generated each seven-day period for a year. We show
this as a percentage of the investment.
 
ANNUALIZED COMPOUND YIELD (FOR SUBACCOUNTS INVESTING IN MONEY MARKET FUNDS) is
calculated like simple yield except that we assume the income is reinvested when
we annualize it. Compound yield will be higher than the simple yield because of
the compounding effect of the assumed reinvestment.
 
16
<PAGE>
 
ANNUALIZED YIELD (FOR SUBACCOUNTS INVESTING IN INCOME FUNDS) divides the net
investment income (income less expenses) for each accumulation unit during a
given 30-day period by the value of the unit on the last day of the period. We
then convert the result to an annual percentage.
 
You should consider performance information in light of the investment
objectives, policies, characteristics and quality of the fund in which the
subaccount invests and the market conditions during the specified time period.
Advertised yields and total return figures include charges that reduce
advertised performance. Therefore, you should not compare subaccount performance
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 total return and
yield.)
 
If you would like additional information about actual performance, please
contact us at the address or telephone number on page 1 of this prospectus.
 
                                                                              17
<PAGE>
- -------------------------------
                 THE VARIABLE ACCOUNT
 
You may allocate payments to any or all the subaccounts of the variable account
that invest in shares of the following funds:
 
<TABLE>
<CAPTION>
                                                                                           AVAILABLE UNDER
                                                                                               CONTRACT         AEL PERSONAL
                                                                                                                 PORTFOLIO
                                                                                                                  PLUS-SM-
                                                                                   AEL PERSONAL               AND AEL PERSONAL
           SUBACCOUNT                         INVESTING IN:                      PORTFOLIO PLUS(2)             PORTFOLIO PLUS
<C>                                <S>                                  <C>                                   <C>
              EGN                  AIM V.I. Growth and Income Fund                      Yes                         Yes
              EIN                  AIM V.I. International Equity Fund                   Yes                         Yes
              EVA                  AIM V.I. Value Fund                                  Yes                         Yes
              EIG                  American Century VP Income and
                                   Growth                                               Yes                          No
              EVL                  American Century VP Value                            Yes                          No
              ELA                  GT Global Variable Latin America
                                   Fund                                                 No                          Yes
              EPA                  GT Global Variable New Pacific Fund                  No                          Yes
              EAG                  IDS Life Aggressive Growth Fund                      Yes                         Yes
              ECR                  IDS Life Capital Resource Fund                       Yes                         Yes
              EGD                  IDS Life Growth Dimensions Fund                      Yes                         Yes
              EIE                  IDS Life International Equity Fund                   Yes                         Yes
              EMG                  IDS Life Managed Fund                                Yes                         Yes
              EMS                  IDS Life Moneyshare Fund                             Yes                         Yes
              ESI                  IDS Life Special Income Fund                         Yes                         Yes
              ESB                  Janus Aspen Series Balanced
                                   Portfolio                                            Yes                         Yes
              EWG                  Janus Aspen Series Worldwide Growth
                                   Portfolio                                            Yes                         Yes
              EEQ                  OCC Accumulation Trust Equity
                                   Portfolio                                            Yes                         Yes
              EMD                  OCC Accumulation Trust Managed
                                   Portfolio                                            Yes                         Yes
              ESC                  OCC Accumulation Trust Small Cap
                                   Portfolio                                            Yes                         Yes
              EUS                  OCC Accumulation Trust U.S.
                                   Government Income Portfolio                          Yes                         Yes
              EGR                  Oppenheimer Capital Appreciation
                                   Fund/VA                                              Yes                         Yes
              EHI                  Oppenheimer High Income Fund/VA                      Yes                         Yes
              EPD                  Putnam VT Diversified Income Fund
                                   -- Class IB Shares                                   Yes                          No
              EPG                  Putnam VT Growth and Income Fund --
                                   Class IB Shares                                      Yes                          No
              EPH                  Putnam VT High Yield Fund -- Class
                                   IB Shares                                            Yes                          No
              EPV                  Putnam VT Voyager Fund -- Class IB
                                   Shares                                               Yes                          No
              EDI                  Putnam VT Diversified Income Fund
                                   -- Class IA Shares                                   No                          Yes
              EGI                  Putnam VT Growth and Income Fund --
                                   Class IA Shares                                      No                          Yes
              EHY                  Putnam VT High Yield Fund -- Class
                                   IA Shares                                            No                          Yes
              ENO                  Putnam VT New Opportunities Fund --
                                   Class IA Shares                                      No                          Yes
</TABLE>
 
18
<PAGE>
 
The variable account meets the definition of a separate account under federal
securities laws. We credit or charge income, capital gains and capital losses of
each subaccount only to that subaccount. State insurance law prohibits us from
charging a subaccount with liabilities of any other subaccount or of our general
business. Each variable account's net assets are held in relation to the
contracts described in this prospectus as well as other contracts that we issue
that are not described in this prospectus.
 
The U.S. Treasury and the Internal Revenue Service (IRS) indicated that they may
provide additional guidance on investment control. This concerns how many
variable subaccounts an insurance company may offer and how many exchanges among
subaccounts it may allow before the contract owner would be currently taxed on
income earned within subaccount assets. At this time, we do not know what the
additional guidance will be or when action will be taken. We reserve the right
to modify the contract, as necessary, so that the owner will not be subject to
current taxation as the owner of the subaccount assets.
 
We intend to comply with all federal tax laws so that each 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.
 
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.
 
                                                                              19
<PAGE>
- -------------------------------
                 THE FUNDS
 
AIM V.I. GROWTH AND INCOME FUND
 
Objective: growth of capital with a secondary objective of current income.
Invests at least 65% of its net assets in income-producing securities, including
dividend-paying common stock, and convertible securities.
 
AIM V.I. INTERNATIONAL EQUITY FUND
 
Objective: long-term growth of capital. Invests in a diversified portfolio of
international equity securities, whose issuers are considered to have strong
earnings momentum.
 
AIM V.I. VALUE FUND
 
Objective: long-term growth of capital. Invests primarily in equity securities
judged by the fund's investment advisor to be undervalued relative to the
investment advisor's appraisal of the current or projected earnings of the
companies issuing the securities, or relative to current market values of assets
owned by the companies issuing the securities or relative to the equity markets
generally. Income is a secondary objective.
 
AMERICAN CENTURY VP INCOME AND GROWTH
 
Objective: dividend growth, current income and capital appreciation. Invests
primarily in common stocks.
 
AMERICAN CENTURY VP VALUE
 
Objective: long-term capital growth, with income as a secondary objective.
Invests primarily in securities that management believes to be undervalued at
the time of purchase.
 
GT GLOBAL VARIABLE LATIN AMERICA FUND
 
Objective: capital appreciation. Invests at least 65% of its total assets in the
securities of a broad range of Latin American issuers.
 
GT GLOBAL VARIABLE NEW PACIFIC FUND
 
Objective: long-term growth of capital. Normally invests at least 65% of its
total assets in equity securities of issuers domiciled in Australia, Hong Kong,
India, Indonesia, Malaysia, New Zealand, Pakistan, the Philippines, Singapore,
South Korea, Taiwan and Thailand.
 
IDS LIFE AGGRESSIVE GROWTH FUND
 
Objective: capital appreciation. Invests primarily in common stocks of small-and
medium-size companies.
 
IDS LIFE CAPITAL RESOURCE FUND
 
Objective: capital appreciation. Invests primarily in U.S. common stocks.
 
IDS LIFE GROWTH DIMENSIONS FUND
 
Objective: long-term growth of capital. Invests primarily in common stocks of
U.S. and foreign companies showing potential for significant growth.
 
IDS LIFE INTERNATIONAL EQUITY FUND
 
Objective: capital appreciation. Invests primarily in common stocks of foreign
issuers.
 
20
<PAGE>
 
IDS LIFE MANAGED FUND
 
Objective: maximum total investment return through a combination of capital
growth and current income. Invests primarily in stocks, convertible securities,
bonds and money market instruments.
 
IDS LIFE MONEYSHARE FUND
 
Objective: maximum current income consistent with liquidity and conservation of
capital. Invests in money market securities.
 
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 investment-grade
bonds.
 
JANUS ASPEN SERIES BALANCED PORTFOLIO
 
Objective: long-term growth of capital, balanced by current income. The
Portfolio normally invests 40-60% of its assets in securities selected primarily
for their growth potential and 40-60% of its assets in securities selected
primarily for their income potential.
 
JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO
 
Objective: long-term growth of capital in a manner consistent with the
preservation of capital. Invests primarily in common stocks of foreign and
domestic issuers.
 
OCC ACCUMULATION TRUST EQUITY PORTFOLIO
 
Objective: long term capital appreciation. Invests in a diversified portfolio of
equity securities selected on the basis of a value-oriented approach to
investing.
 
OCC ACCUMULATION TRUST MANAGED PORTFOLIO
 
Objective: growth of capital over time. Invests primarily in common stocks,
bonds and money market and cash equivalent securities, the percentages of which
will vary based on management's assessment of relative investment values.
 
OCC ACCUMULATION TRUST SMALL CAP PORTFOLIO
 
Objective: capital appreciation. Invests in a diversified portfolio of equity
securities of companies with market capitalizations of under $1 billion.
 
OCC ACCUMULATION TRUST U.S. GOVERNMENT INCOME PORTFOLIO
 
Objective: high level of current income together with protection of capital.
Invests exclusively in debt obligations, including mortgage-backed securities,
issued or guaranteed by the United States government, its agencies or
instrumentalities.
 
OPPENHEIMER CAPITAL APPRECIATION FUND/VA
 
Objective: capital appreciation. Invests in securities of well-known,
established companies.
 
OPPENHEIMER HIGH INCOME FUND/VA
 
Objective: high level of current income. Invests in high-yield, fixed-income
securities, including unrated securities or high-risk securities in the lower
rating categories, commonly known as "junk bonds". These securities are subject
to a greater risk of loss of principal and nonpayment of interest than
higher-rated securities.
 
                                                                              21
<PAGE>
                 THE FUNDS
 
PUTNAM VT DIVERSIFIED INCOME FUND -- CLASS IA AND IB SHARES
 
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 and Investment Grade Sector, a High Yield Sector (which invests
primarily in lower rated, higher risk securities commonly known as "junk
bonds"), and an International Sector. See the special considerations for
investments in high yield securities described in the fund prospectus.
 
PUTNAM VT GROWTH AND INCOME FUND -- CLASS IA AND IB SHARES
 
Objective: capital growth and current income by investing primarily in common
stocks that offer potential for capital growth, current income or both.
 
PUTNAM VT HIGH YIELD FUND -- CLASS IA AND IB SHARES
 
Objective: high current income and, when consistent with this objective, a
secondary objective of capital growth, by investing primarily in high-yielding,
lower-rated fixed income securities constituting a portfolio which Putnam
Investment Management, Inc. ("Putnam Management") believes does not involve
undue risk to income or principal. See the special considerations for
investments in high yield securities described in the fund prospectus.
 
PUTNAM VT NEW OPPORTUNITIES FUND -- CLASS IA SHARES
 
Objective: long-term capital appreciation by investing principally in common
stocks of companies in sectors of the economy that Putnam Management believes
possess above average long-term growth potential.
 
PUTNAM VT VOYAGER FUND -- CLASS IB SHARES
 
Objective: capital appreciation by investing primarily in common stocks of
companies that Putnam Management believes have potential for capital
appreciation that is significantly greater than that of market averages.
 
The investment objectives and policies of some of the funds are similar to the
investment objectives and policies of other mutual funds that the investment
advisor or its affiliates manage. Although the objectives and policies may be
similar, each fund will have its own portfolio holdings and its own fees and
expenses. Accordingly, each fund will have its own investment results.
 
All funds are available to serve as the underlying investments for variable
annuities. Some funds also are available to serve as investment options for
variable life insurance policies and qualified plans. It is possible that in the
future, it may be disadvantageous for variable annuity accounts and variable
life insurance accounts and/or qualified plans to invest in the available funds
simultaneously.
 
Although the insurance company and the funds do not currently foresee any such
disadvantages, the boards of directors or trustees of the appropriate funds will
monitor events in order to identify any material conflicts between annuity
owners, policy owners and qualified plans and to determine what action, if any,
should be taken in response to a conflict. If a board were to conclude that it
should establish separate funds for the variable annuity, variable life
insurance and qualified plan accounts, you would not bear any expenses
associated with establishing separate funds. Please refer to the fund
prospectuses for risk disclosure regarding simultaneous investments by variable
annuity, variable life insurance and qualified plan accounts.
 
22
<PAGE>
 
The IRS issued final regulations relating to the diversification requirements
under Section 817(h) of the Internal Revenue Code of 1986, as amended (the
Code). Each fund intends to comply with these requirements.
 
The investment advisors or managers for the funds are as follows:
 
- -AIM Variable Insurance Funds, Inc. -- A I M Advisors, Inc.
 
- -American Century Variable Portfolios, Inc. -- American Century Investment
 Management, Inc.
 
- -GT Global Variable Investment Series -- A I M Advisors, Inc.
 
- -GT Global Variable Investment Trust -- A I M Advisors, Inc.
 
- -IDS Life Retirement Annuity Mutual Funds -- IDS Life. AEFC is the investment
 advisor for the IDS Life Retirement Annuity Mutual Funds. American Express
 Asset Management International, Inc., a wholly-owned subsidiary of AEFC, is the
 sub-investment advisor for IDS Life International Equity Fund.
 
- -Janus Aspen Series Portfolios -- Janus Capital Corporation.
 
- -OCC Accumulation Trust Portfolios -- OpCap Advisors.
 
- -Oppenheimer Variable Account Funds -- OppenheimerFunds, Inc.
 
- -Putnam Variable Trust -- Putnam Investment Management, Inc.
 
The investment managers and advisors cannot guarantee that the funds will meet
their investment objectives. Please read the funds' prospectuses for facts you
should know before investing. These prospectuses are available by contacting us
at the address or telephone number on page 1 of this prospectus.
 
                                                                              23
<PAGE>
- -------------------------------
                 THE FIXED ACCOUNT
 
You also may allocate purchase payments to the fixed account. We back the
principal and interest guarantees relating to the fixed account. The value of
the fixed account increases as we credit interest to the account. Purchase
payments and transfers to the fixed account become part of our general account,
the company's main portfolio of investments. We credit and compound interest
daily to produce an effective annual interest rate. We will change the interest
rate from time to time at our discretion.
 
Interests in the fixed account are not required to be registered with the SEC.
The SEC staff does not review the disclosures in this prospectus on 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. (See
"Making the Most of Your Contract--Transfer Policies" for restrictions on
transfers involving the fixed account.)
 
24
<PAGE>
- -------------------------------
                 BUYING YOUR CONTRACT
 
Your agent will help you prepare and submit your application, and send it along
with your initial purchase payment to our office. As the owner, you have all
rights and may receive all benefits under the contract. You can own a
nonqualified annuity in joint tenancy with rights of survivorship only in
spousal situations. You cannot own a qualified annuity in joint tenancy. You can
buy a nonqualified annuity or become an annuitant if you are 85 or younger (age
75 or younger for qualified annuities). (In Pennsylvania, the annuitant must be
age 80 or younger.)
 
When you apply, you may select:
 
- -the fixed account and/or subaccounts in which you want to invest;
 
- -how you want to make purchase payments;
 
- -the date you want to start receiving annuity payouts (the retirement date); and
 
- -a beneficiary.
 
If your application is complete, we will process it and apply your purchase
payment to the fixed account and subaccounts you selected within two business
days after we receive it at our office. If we accept your application, 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 the additional
purchase payments you make to your accounts on the valuation date we receive
them. We will value the additional payments at the next accumulation unit value
calculated after we receive your payments at our office.
 
You may make monthly payments to your annuity under a Systematic Investment Plan
(SIP). To begin the SIP, you will complete and send a form and your first
payment along with your application. There is no charge for SIP. You can stop
your SIP payments at any time.
 
In most states, you may make additional purchase payments to nonqualified and
qualified annuities until the retirement date. In Maryland and Washington, you
may make additional purchase payments to nonqualified annuities until the later
of the annuitant's 63rd birthday or the third contract anniversary, and you may
make additional purchase payments to qualified annuities until the annuitant's
63rd birthday. In Massachusetts, you may make additional purchase payments for
ten years only.*
 
* All contracts described in this prospectus are not available in all states.
 
THE RETIREMENT DATE
 
Annuity payouts are to begin on the retirement date. You can align this date
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 also can
change the date, provided you send us written instructions at least 30 days
before annuity payouts begin.
 
FOR NONQUALIFIED ANNUITIES AND ROTH IRAS, the retirement date must be:
 
- -no earlier than the 60th day after the contract's effective date; and
 
- -no later than the annuitant's 85th birthday or the 10th contract anniversary,
 if purchased after age 75, or
 
- -no later than the annuitant's 82nd birthday or the eighth contract anniversary,
 if purchased after age 74, for annuities purchased in Pennsylvania.
 
                                                                              25
<PAGE>
                 BUYING YOUR CONTRACT
 
FOR QUALIFIED ANNUITIES EXCEPT ROTH IRAS, to avoid IRS penalty taxes, the
retirement date generally must be:
 
- -on or after the annuitant reaches age 59 1/2; and
 
- -by April 1 of the year following the calendar year when the annuitant reaches
 age 70 1/2.
 
If you take the minimum IRA distribution as required by the Code from another
tax-qualified investment, or in the form of partial withdrawals from this
contract, annuity payouts can start as late as the annuitant's 85th birthday or
the 10th contract anniversary, if later. (In Pennsylvania, annuity payouts must
start no later than the annuitant's 82nd birthday or the eighth contract
anniversary.)
 
BENEFICIARY
 
If death benefits become payable before the retirement date (while the contract
is in force and before annuity payouts begin), we will pay your named
beneficiary all or part of the contract value. If there is no named beneficiary,
then you or your estate will be the beneficiary. (See "Benefits in Case of
Death" for more about beneficiaries.)
 
PURCHASE PAYMENT AMOUNTS
MINIMUM PURCHASE PAYMENTS
 
Initial purchase payment (includes SIPs): $2,000 (We reserve the right to
decrease the minimum payment.)
 
Minimum additional purchase payments (includes SIPs): $50
 
MAXIMUM PURCHASE PAYMENTS: $1,000,000 of cumulative payments (We reserve the
right to increase the maximum payment.)
 
HOW TO MAKE PURCHASE PAYMENTS
1  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
 
2  BY SIP:
 
Contact your agent to complete the necessary SIP paperwork.
 
26
<PAGE>
- -------------------------------
                 CHARGES
 
CONTRACT ADMINISTRATIVE CHARGE
 
We charge this fee for establishing and maintaining your records. We deduct $30
from the contract value on your contract anniversary at the end of each contract
year. We prorate this charge among the subaccounts and the fixed account in the
same proportion your interest in each account bears to your total contract
value. We will waive this charge when your contract value is $50,000 or more on
the current contract anniversary. If you take a full withdrawal from your
contract, we will deduct the $30 annual charge at the time of withdrawal
regardless of contract value. We cannot increase the annual contract
administrative charge and it does not apply after annuity payouts begin or when
we pay death benefits.
 
VARIABLE ACCOUNT ADMINISTRATIVE CHARGE
 
We charge this fee daily to the subaccounts. The unit values of your subaccounts
reflect this fee and it totals 0.15% of their average daily net assets on an
annual basis. It covers certain administrative and operating expenses of the
subaccounts such as accounting, legal and data processing fees and expenses
involved in the preparation and distribution of reports and prospectuses. We
cannot increase the variable account administrative charge.
 
MORTALITY AND EXPENSE RISK FEE
 
We charge this fee daily to the subaccounts. The unit values of your subaccounts
reflect this fee and it totals 1.25% of their average daily net assets on an
annual basis. This fee covers the mortality and expense risk that we assume.
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 our entire
group of annuitants live. If, as a group, annuitants outlive the life expectancy
we assumed in our actuarial tables, then we must take money from our general
assets to meet our obligations. If, as a group, annuitants do not live as long
as expected, we could profit from the mortality risk fee.
 
Expense risk arises because we cannot increase the contract administrative
charge or variable account administrative charge and these charges may not cover
our expenses. We would have to make up any deficit from our general assets.
 
The subaccounts pay us the mortality and expense risk fee they accrued as
follows:
 
- -first, to the extent possible, the subaccounts pay this fee from any dividends
 distributed from the funds in which they invest;
 
- -then, if necessary, the funds redeem shares to cover any remaining fees
 payable.
 
We may use any profits we realize from the subaccounts' payment to us of 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.
 
                                                                              27
<PAGE>
                 CHARGES
 
WITHDRAWAL CHARGE
 
If you withdraw part or all of your contract, you may be subject to a withdrawal
charge. We calculate the withdrawal charge by drawing from your total contract
value in the following order:
 
- -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.
 
- -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.
 
- -Next, we withdraw purchase payments received eight or more contract years
 before the withdrawal and not previously withdrawn. There is no withdrawal
 charge on purchase payments received eight or more contract years before
 withdrawal.
 
- -Finally, if necessary, we withdraw purchase payments received in the seven
 contract years before the withdrawal on a "first-in, first-out" (FIFO) basis.
 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 withdrawal charge percentage depends on the number of contract years since
you made the purchase payments.
 
<TABLE>
<CAPTION>
                 CONTRACT YEARS FROM                                      WITHDRAWAL CHARGE
                   PAYMENT RECEIPT                                            PERCENTAGE
<S>                                                     <C>
                          1                                                       7%
                          2                                                       6
                          3                                                       5
                          4                                                       4
                          5                                                       3
                          6                                                       2
                          7                                                       1
                      Thereafter                                                  0
</TABLE>
 
28
<PAGE>
 
WITHDRAWAL CHARGE CALCULATION EXAMPLE
 
Here is an example of the calculation we make to determine the withdrawal charge
on a contract with this history:
 
- -The contract date is July 1, 1998 with a contract year of July 1 through June
 30 and with an anniversary date of July 1 each year; and
 
- -We received these payments -- $10,000 July 1, 1998; $8,000 Dec. 31, 2004; and
 $6,000 Feb. 20, 2006; and
 
- -The owner withdraws the contract for its total withdrawal value of $38,101 on
 Aug. 5, 2008 and had not made any other withdrawals during that contract year;
 and
 
- -The prior anniversary July 1, 2008 contract value was $38,488.
 
<TABLE>
<CAPTION>
WITHDRAWAL CHARGE    EXPLANATION
<C>                  <S>
       $  0          $3,848.80 is 10% of the prior anniversary contract
                     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, 1998 payment was received eight or
                     more contract years before withdrawal and is
                     withdrawn without withdrawal charge; and
 
        240          $8,000 Dec. 31, 2004 payment is in its fifth
                     contract year from receipt, withdrawn with a 3%
                     withdrawal charge; and
 
        240          $6,000 Feb. 20, 2006 payment is in its fourth
                     contract year from receipt, withdrawn with a 4%
                     withdrawal charge.
 
        ---
 
       $480
</TABLE>
 
For a partial withdrawal that is subject to a withdrawal charge, the amount we
actually withdraw from your contract will be the amount you request plus any
applicable withdrawal charge. We apply the withdrawal charge to this total
amount. We pay you the amount you requested. If you make a full withdrawal of
your contract, we also will deduct the $30 contract administrative charge.
 
WAIVER OF WITHDRAWAL CHARGE
 
There are no withdrawal charges for:
 
- -withdrawals during the year totaling up to 10% of your prior contract
 anniversary contract value;
 
- -contract earnings -- if any -- in excess of the annual 10% free withdrawal
 amount;
 
- -minimum required distributions from a qualified annuity (for those amounts
 required to be distributed from the contract described in this prospectus);
 
- -contracts settled using an annuity payout plan;
 
- -death benefits; and
 
- -withdrawals you make under your contract's "Waiver of Withdrawal Charges"
 Annuity Endorsement or provision. To the extent permitted by state law, we will
 include this endorsement or provision in contracts issued when you and the
 annuitant are under age 76 on the date that we issue the contract. We will
 waive withdrawal charges that normally are assessed upon full or partial
 withdrawal if you provide proof satisfactory to us that, as of the date you
 request the withdrawal,
 
                                                                              29
<PAGE>
                 CHARGES
 
 you or the annuitant are confined to a hospital or nursing home and have been
 for the prior 60 days. (See your endorsement or contract for additional
 conditions and restrictions on this waiver.)
 
POSSIBLE GROUP REDUCTIONS: In some cases, we may incur lower sales and
administrative expenses 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 (up to 3.5%). These
taxes depend upon your state of residence or the state in which the contract was
sold. We make the deduction when you fully withdraw your contract or when
annuity payouts begin.
 
30
<PAGE>
- -------------------------------
                 VALUING YOUR INVESTMENT
 
We value your fixed account and subaccounts as follows:
 
FIXED ACCOUNT: We value the amounts you allocated to the fixed account directly
in dollars. The fixed account value equals:
 
- -the sum of your purchase payments and transfer amounts allocated to the fixed
 account;
 
- -plus interest credited;
 
- -minus the sum of amounts withdrawn (including any applicable withdrawal
 charges) and amounts transferred out; and
 
- -minus any prorated contract administrative charge.
 
SUBACCOUNTS: We convert amounts you allocated to the subaccounts into
accumulation units. Each time you make a purchase payment or transfer amounts
into one of the subaccounts, we credit a certain number of accumulation units to
your contract for that subaccount. Conversely, each time you take a partial
withdrawal, transfer amounts out of a subaccount or we assess a contract
administrative charge, we subtract a certain number of accumulation units from
your contract.
 
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 fund in which the subaccount invests.
 
The dollar value of each accumulation unit can rise or fall daily depending on
the subaccount expenses, performance of the fund and on certain fund expenses.
Here is how we calculate accumulation unit values:
 
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 subaccount equals the last value
times the subaccount's current net investment factor.
 
NET INVESTMENT FACTOR
 
We determine the net investment factor by:
 
- -adding the fund's current net asset value per share plus the per-share amount
 of any accrued income or capital gain dividends to obtain a current adjusted
 net asset value per share; then
 
- -dividing that sum by the previous adjusted net asset value per share; and
 
- -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 fund may fluctuate, the accumulation unit
value may increase or decrease. You bear all the investment risk in a
subaccount.
 
                                                                              31
<PAGE>
                 VALUING YOUR INVESTMENT
 
FACTORS THAT AFFECT 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:
 
- -additional purchase payments you allocated to the subaccounts;
 
- -transfers into or out of the subaccounts;
 
- -partial withdrawals;
 
- -withdrawal charges; and/or
 
- -prorated portions of contract administrative charge.
 
Accumulation unit values will fluctuate due to:
 
- -changes in funds' net asset value;
 
- -dividends distributed to the subaccounts;
 
- -capital gains or losses of funds;
 
- -fund operating expenses;
 
- -mortality and expense risk fees; and/or
 
- -variable account administrative charges.
 
32
<PAGE>
- -------------------------------
                 MAKING THE MOST OF YOUR CONTRACT
 
AUTOMATED DOLLAR-COST AVERAGING
 
Currently, you can use automated transfers to take advantage of dollar-cost
averaging (investing a fixed amount at regular intervals). For example, you
might transfer a set amount monthly from a relatively conservative subaccount to
a more aggressive one, or to several others, or from the fixed account to one or
more subaccounts. You also can obtain the benefits of dollar-cost averaging by
setting up regular automatic SIP payments. There is no charge for dollar-cost
averaging.
 
This systematic approach can help you benefit from fluctuations in accumulation
unit values caused by fluctuations in the market values of the funds. Since you
invest the same amount each period, you automatically acquire more units when
the market value falls and fewer units when it rises. The potential effect is to
lower your average cost per unit.
 
HOW DOLLAR-COST AVERAGING WORKS
 
<TABLE>
<CAPTION>
                   AMOUNT       ACCUMULATION       NUMBER OF UNITS
    MONTH         INVESTED       UNIT VALUE           PURCHASED
  <S>          <C>              <C>             <C>
   Jan              $100             $20                 5.00
 
   Feb               100              18                 5.56
 
   Mar               100              17                 5.88
 
   Apr               100              15                 6.67
 
   May               100              16                 6.25
 
   Jun               100              18                 5.56
 
   Jul               100              17                 5.88
 
   Aug               100              19                 5.26
 
   Sept              100              21                 4.76
 
   Oct               100              20                 5.00
</TABLE>
 
You 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 subaccount will gain in value
nor will it protect against a decline in value if market prices fall. Because
dollar-cost averaging involves continuous investing, your success with this
strategy 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. For specific features contact your agent.
Some restrictions may apply.
 
By investing an
equal number of
dollars each month...
 
you automatically-->
buy more units
when the per unit
market price is low...
 
and fewer units-->
when the per unit
market price is high.
 
                                                                              33
<PAGE>
                 MAKING THE MOST OF YOUR CONTRACT
 
TRANSFERRING MONEY BETWEEN ACCOUNTS
 
You may transfer money from any one subaccount, or the fixed account, to another
subaccount before annuity payouts begin. (Certain restrictions apply to
transfers involving the fixed account.) We will process your transfer on the
valuation date we receive your request. We will value your transfer at the next
accumulation unit value calculated after we receive your request. 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. In addition, we may
modify or restrict the right to transfer contract values between the subaccounts
if we determine (in our sole discretion) that the exercise of that right by one
or more contract owners would disadvantage other contract owners. We could apply
any modification to transfers to or from some or all of the subaccounts. These
modifications may include:
 
- -the requirement of a minimum time period between each transfer,
 
- -not accepting transfer requests of a sales representative 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 reasonable manner to
prevent transfers we believe disadvantage other contract owners. (For
information on transfers after annuity payouts begin, see "Transfer policies.")
 
TRANSFER POLICIES
 
- -You may transfer contract values between the subaccounts or from the
 subaccounts to the fixed account at any time. However, if you made a transfer
 from the fixed account to the subaccounts, you may not make a transfer from any
 subaccount back to the fixed account for six months following that transfer.
 
- -You may transfer contract values from the fixed account to the subaccounts on
 or within 30 days before or after the contract anniversary (except for
 automated transfers, which can be set up for certain transfer periods subject
 to certain minimums).
 
- -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 subaccounts will
 be effective on the valuation date we receive it.
 
- -We will not accept requests for transfers from the fixed account at any other
 time.
 
- -Once annuity payouts begin, you may not make transfers to or from the fixed
 account, but you may make transfers once per contract year among the
 subaccounts.
 
34
<PAGE>
 
HOW TO REQUEST A TRANSFER OR WITHDRAWAL
 
<TABLE>
<S>                <C>
- -------------------------------------------------------------------------------------------------------
 
                   Send your name, contract number, Social Security number or Taxpayer Identification
1                  Number and signed request for a transfer or withdrawal to:
BY LETTER
 
                                            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
                   Transfers or withdrawals: $500 or entire subaccount or fixed account balance
 
                   MAXIMUM AMOUNT
                   Transfers or withdrawals: Contract value or the entire variable subaccount or fixed
                   account balance
- -------------------------------------------------------------------------------------------------------
 
                   Your agent can help you set up automated transfers among your subaccounts or fixed
2                  account or partial withdrawals from the accounts.
BY AUTOMATED       You can start or stop this service by written request or other method acceptable to us.
TRANSFERS AND      You must allow 30 days for us to change any instructions that are currently in place.
AUTOMATED
PARTIAL
WITHDRAWALS
 
                   -Automated transfers may not exceed an amount that, if continued, would deplete the
                   fixed account or subaccounts from which you are transferring within 12 months unless we
                    agree otherwise.
 
                   -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.
 
                   -Automated partial withdrawals may result in IRS taxes and penalties on all or part of
                   the amount withdrawn.
 
                   MINIMUM AMOUNT
                   Transfers or withdrawals: $100 monthly/$250 quarterly, semiannually or annually
 
                   MAXIMUM AMOUNT
                   Transfers or withdrawals: Contract value (except for automated transfers from the fixed
                   account)
</TABLE>
 
                                                                              35
<PAGE>
                 MAKING THE MOST OF YOUR CONTRACT
 
<TABLE>
<S>                <C>
- -------------------------------------------------------------------------------------------------------
 
                   Call between 8 a.m. and 6 p.m. Central time:
3                  1-800-333-3437 or
BY PHONE           (612) 671-7700 (Minneapolis/St. Paul area)
 
                   MINIMUM AMOUNT
                   For transfers or withdrawals: $500 or entire subaccount or fixed account balance
 
                   MAXIMUM AMOUNT
                   For transfers:           Contract value or the entire subaccount or fixed account
                   balance
                   For withdrawals:         $25,000
 
                   We answer telephone requests promptly, but you may experience delays when the call
                   volume is unusually high. If you are unable to get through, use the mail procedure as
                   an alternative.
 
                   We will honor any telephone transfer or withdrawal requests that we believe are
                   authentic and we will use reasonable procedures to confirm that they are. This includes
                   asking identifying questions and tape recording calls. We will not allow a telephone
                   surrender within 30 days of an address change. As long as we follow the procedures, we
                   (and our affiliates) will not be liable for any loss resulting from fraudulent
                   requests.
 
                   Telephone transfers and withdrawals are automatically available. You may request that
                   telephone transfers and withdrawals NOT be authorized from your account by writing to
                   us.
</TABLE>
 
36
<PAGE>
- -------------------------------
                 WITHDRAWALS
 
You may withdraw all or part of your contract value at any time before annuity
payouts begin by sending us a written request or calling us. We will process
your withdrawal request on the valuation date we receive it. For total
withdrawals, we will compute the value of the contract at the next accumulation
unit value calculated after we receive your request. We may ask you to return
the contract. You may have to pay withdrawal charges (see "Charges") and IRS
taxes and penalties (see "Taxes"). You cannot make withdrawals after annuity
payouts begin.
 
WITHDRAWAL POLICIES
 
If you have a balance in more than one account and you request a partial
withdrawal, we will withdraw money from all your subaccounts and/or the fixed
account in the same proportion as your value in each correlates to your total
contract value, unless you request otherwise.
 
RECEIVING PAYMENT
 
By regular or express mail:
 
- -payable to you.
 
- -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;
 
- -- 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: We will charge you a fee if you request express mail delivery.
 
                                                                              37
<PAGE>
- -------------------------------
                 CHANGING OWNERSHIP
 
You may change ownership of your nonqualified annuity at any time by completing
a change of ownership form we approve and sending it to our office. The change
will become binding upon us when we receive and record it. We will honor any
change of ownership request that we believe is authentic and we will use
reasonable procedures to confirm authenticity. If we follow these procedures, we
will not take any responsibility for the validity of the change.
 
If you have a nonqualified annuity, you may incur income tax liability 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 except as required or
permitted by the Code.
 
38
<PAGE>
- -------------------------------
                 BENEFITS IN CASE OF DEATH
 
THE AEL PERSONAL PORTFOLIO PLUS AND AEL PERSONAL PORTFOLIO PLUS(2) CONTRACTS
INCLUDE THE DEATH BENEFIT DESCRIBED BELOW.
 
If you or the annuitant die before annuity payouts begin while this contract is
in force, we will pay the beneficiary as follows:
 
If either you or the annuitant is (are) age 81 or older on the date of death, we
will pay the beneficiary the contract value. If both you and the annuitant are
age 80 or younger on the date of death, we will pay the beneficiary the greatest
of:
 
- -the contract value;
 
- -the total purchase payments less any "adjusted partial withdrawals"; or
 
- -the highest contract value on any prior contract anniversary, plus any purchase
 payments and less any "adjusted partial withdrawals" since that contract
 anniversary.
 
If a contract has more than one person as owner, we will pay benefits upon the
first to die of any owner or the annuitant.
 
We calculate the "adjusted partial withdrawal" for each partial withdrawal by
multiplying (a) times (b) where:
 
  (a) = the ratio of the partial withdrawal to the contract value immediately
        before the partial withdrawal; and
 
  (b) = the death benefit immediately before the partial withdrawal.
 
EXAMPLE:
 
- -You purchase a contract for $20,000 on January 1, 1999.
 
- -On January 1, 2000 (the first contract anniversary) the contract value reaches
 $24,000.
 
- -On March 1, 2000 the contract value falls to $22,000. You then take a $1,500
 partial withdrawal, leaving a contract value of $20,500.
 
We calculate the death benefit on March 1, 2000 as follows:
 
<TABLE>
<S>                                                                 <C>
The highest contract value on any prior contract anniversary:       $24,000.00
plus any purchase payments paid since that anniversary:                + 0.00
less any "adjusted partial withdrawal" taken since that
anniversary:
1,500 X 24,000 =                                                    -1,636.36
- -----
22,000
                                                                    ---------
resulting in a death benefit of:                                    $22,363.64
</TABLE>
 
                                                                              39
<PAGE>
                 BENEFITS IN CASE OF DEATH
 
THE AEL PERSONAL PORTFOLIO-SM- CONTRACT INCLUDES THE DEATH BENEFIT DESCRIBED
BELOW.
 
If you or the annuitant die before annuity payouts begin while this contract is
in force, we will pay the beneficiary as follows:
 
For contracts where both you and the annuitant were 75 or younger on the date we
issued the contract and you made withdrawals subject to withdrawal charges, we
will pay the beneficiary the contract value.
 
For annuities where either you or the annuitant were 76 or older on the date we
issue the contract, we will pay the beneficiary the contract value.
 
If both you and the annuitant were age 75 or younger on the date the contract
was issued and if all withdrawals from this contract have been without
withdrawal charges, we will pay the beneficiary the greatest of:
 
- -the contract value;
 
- -the total purchase payments less any amounts withdrawn; or
 
- -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
 
- -- subtracting any amounts withdrawn since that most recent fifth contract
   anniversary.
 
EXAMPLE:
 
- -You purchase contract for $20,000 on January 1, 1999.
 
- -On June 1, 2004 the contract value reaches $33,000.
 
- -On June 1, 2004 you take a $1,500 partial withdrawal, leaving a contract value
 of $31,500.
 
- -On July 15, 2004 you make an additional payment of $1,000.
 
- -On March 1, 2005 the contract value falls to $31,000.
 
We calculate the death benefit on March 1, 2005 as follows:
 
<TABLE>
<S>                                                                  <C>
  The closest fifth anniversary contract value:                      $33,000.00
  plus any purchase payments paid since that anniversary:            + 1,000.00
  less any partial withdrawals taken since that anniversary:         - 1,500.00
                                                                     ----------
resulting in a death benefit of:                                     $32,500.00
</TABLE>
 
40
<PAGE>
 
IF YOUR SPOUSE IS SOLE BENEFICIARY under a nonqualified annuity and you die
before the retirement date, your spouse may keep the contract 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 the Code requires
distributions to begin, and the spouse is the only beneficiary, the spouse may
keep the annuity as owner until the date on which the annuitant would have
reached 70 1/2 or any other date permitted by the Code. To do this, the spouse
must give us written instructions within 60 days after we receive proof of
death.
 
PAYMENTS: Under a nonqualified annuity we will pay the beneficiary in a single
sum unless you give us other written instructions. We must fully distribute the
death benefit within five years of your death. However, the beneficiary may
receive payouts under any annuity payout plan available under this contract if:
 
- -the beneficiary asks us in writing within 60 days after we receive proof of
 death; and
 
- -payouts begin no later than one year after your death, or other date as
 permitted by the Code; and
 
- -the payout period does not extend beyond the beneficiary's life or life
 expectancy.
 
When paying the beneficiary, we will process the death claim on the valuation
date that our death claim requirements are fulfilled. We will determine the
contract's value at the next accumulation unit value calculated after our death
claim requirements fulfilled. We will pay interest, if any, 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.
Other rules may apply to qualified annuities (see "Taxes").
 
                                                                              41
<PAGE>
- -------------------------------
                 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 may mutually agree on other payout
arrangements.
 
The amount available to purchase payouts under the plan you select is the
contract value on your retirement date (less any applicable premium tax). We do
not deduct any withdrawal charges under the payout plans listed below.
 
You also decide whether we will make annuity payouts on a fixed or variable
basis, or a combination of fixed and variable. The amounts available to purchase
payouts under the plan you select is the contract value on your retirement date
(less any applicable premium tax). You may reallocate this contract value to the
fixed account to provide fixed dollar payouts and/or among the subaccounts to
provide variable annuity payouts. During the annuity payout period, you cannot
invest in more than five subaccounts at any one time unless we agree otherwise.
Amounts of fixed and variable payouts depend on:
 
- -the annuity payout plan you select;
 
- -the annuitant's age and, in most cases, sex;
 
- -the annuity table in the contract; and
 
- -the amounts you allocated to the account(s) at settlement.
 
In addition, for variable payouts only, amounts depend on the investment
performance of the subaccounts you select. These payouts will vary from month to
month because the performance of the 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 "Making the Most of Your Contract -- Transfer Policies."
 
ANNUITY TABLE
 
The annuity table in your contract 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 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.
 
SUBSTITUTION OF 3.5% TABLE
 
If you ask us at least 30 days before the retirement date, we will substitute an
annuity table based on an assumed 3.5% investment rate for the 5% table in the
contract. The assumed investment rate affects both the amount of the first
payout and the extent to which subsequent payouts increase or decrease. Using
the 5% table results in a higher initial payment, but later payouts will
increase more slowly when annuity unit values rise and decrease more rapidly
when they decline.
 
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 used to purchase the
payout plan:
 
- -PLAN A -- LIFE ANNUITY -- NO REFUND: We make monthly payouts until the
 annuitant's death. Payouts end with the last payout before the annuitant's
 death. We will not make any further payouts. This means that if the annuitant
 dies after we have made only one monthly payout, we will not make any more
 payouts.
 
42
<PAGE>
 
- -PLAN B -- LIFE ANNUITY WITH FIVE, 10 OR 15 YEARS CERTAIN: We make monthly
 payouts 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 expires. We calculate the
 guaranteed payout period from the retirement date. If the annuitant outlives
 the elected guaranteed payout period, we will continue to make payouts until
 the annuitant's death.
 
- -PLAN C -- LIFE ANNUITY -- INSTALLMENT REFUND: We make monthly payouts until the
 annuitant's death, with our guarantee that payouts will continue for some
 period of time. We will make payouts 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.
 
- -PLAN D -- JOINT AND LAST SURVIVOR LIFE ANNUITY -- NO REFUND: We make monthly
 payouts while both the annuitant and a joint annuitant are living. If either
 annuitant dies, we will continue to make monthly payouts at the full amount
 until the death of the surviving annuitant. Payouts end with the death of the
 second annuitant.
 
- -PLAN E -- PAYOUTS FOR A SPECIFIED PERIOD (AVAILABLE AS A FIXED PAYOUT ONLY): We
 make monthly payouts for a specific payout period of 10 to 30 years that you
 elect. We will make payouts only for the number of years specified whether the
 annuitant is living or not. Depending on the selected time period, 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
may be required to select a payout plan that provides for payouts:
 
- -over the life of the annuitant;
 
- -over the joint lives of the annuitant and a designated beneficiary;
 
- -for a period not exceeding the life expectancy of the annuitant; or
 
- -for a period not exceeding the joint life expectancies of the annuitant and a
 designated beneficiary.
 
You have the responsibility for electing a payout plan that complies with your
contract and with applicable law.
 
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.
Contract values that you allocated to the fixed account will provide fixed
dollar payouts and contract values that you allocated among the subaccounts will
provide variable annuity payouts.
 
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 die after annuity payouts begin, we will pay any amount
payable to the beneficiary as provided in the annuity payout plan in effect.
 
                                                                              43
<PAGE>
- -------------------------------
                 TAXES
 
Generally, under current law, any increase in your contract value is taxable to
you only when you receive a payout or withdrawal (see detailed discussion
below). Any portion of the annuity payouts and any withdrawals you request that
represent ordinary income are normally taxable. We will send you a tax
information reporting form for any year in which we made a taxable distribution
according to our records. Roth IRAs may grow tax-free if you meet certain
distribution requirements.
 
QUALIFIED ANNUITIES: We designed this contract for use with qualified retirement
plans. Special rules apply to these retirement plans. Your rights to benefits
may be subject to the terms and conditions of these retirement plans regardless
of the terms of the contract.
 
Adverse tax consequences may result if you do not ensure that contributions,
distributions and other transactions under the contract comply with the law.
Qualified annuities have minimum distribution rules that govern the timing and
amount of distributions during your life (except for Roth IRA's) and after your
death. You should refer to your retirement plan or adoption agreement, or
consult a tax advisor for more information about these distribution rules.
 
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 you receive after your investment in the contract is fully recovered
will be subject to tax.
 
Tax law requires that all nonqualified deferred annuity contracts issued by the
same company (and possibly its affiliates) to the same owner during a calendar
year be taxed as a single, unified contract when you take distributions from any
one of those contracts.
 
ANNUITY PAYOUTS UNDER QUALIFIED ANNUITIES (EXCEPT ROTH IRAS): Under a qualified
annuity, the entire payout generally is includable as ordinary income and is
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 deductible or
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.
 
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 you make
before reaching age 59 1/2 unless certain exceptions apply. For qualified
annuities, other penalties may apply if you make withdrawals from your contract
before your plan specifies that you can receive payouts.
 
DEATH BENEFITS TO BENEFICIARIES: The death benefit under a contract (except a
Roth IRA) is not tax exempt. Any amount your beneficiary receives that
represents previously deferred earnings within the contract is taxable as
ordinary income to the beneficiary in the year(s) he or she receives the
payments. The death benefit under a Roth IRA generally is not taxable as
ordinary income to the beneficiary if certain distribution requirements are met.
 
44
<PAGE>
                TAXES
 
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
will 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:
 
- -because of your death;
 
- -because you become disabled (as defined in the Code);
 
- -if the distribution is part of a series of substantially equal periodic
 payments, made at least annually, over your life or life expectancy (or joint
 lives or life expectancies of you and your beneficiary); or
 
- -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 contract before your plan specifies that payouts can be
made.
 
WITHHOLDING, GENERALLY: If you receive all or part of the contract value, we may
deduct withholding against the taxable income portion of the payment. Any
withholding represents a prepayment of your tax due for the year. You take
credit for these amounts on your annual tax return.
 
If the payment is part of an annuity payout plan, we generally compute the
amount of withholding using payroll tables. You may provide us with a statement
of how many exemptions to use in calculating the withholding. As long as you've
provided us with a valid Social Security Number or Taxpayer Identification
Number, you can elect not to have any withholding occur.
 
If the distribution is any other type of payment (such as a partial or full
withdrawal) we compute withholding using 10% of the taxable portion. Similar to
above, as long as you have provided us with a valid Social Security Number or
Taxpayer Identification Number, you can elect not to have this withholding
occur.
 
Some states also may impose withholding requirements similar to the federal
withholding described above. If this should be the case, we may deduct state
withholding from any payment from which we deduct federal withholding. The
withholding requirements may differ if we are making payment to a non-U.S.
citizen or if we deliver the payment outside the United States.
 
TRANSFER OF OWNERSHIP OF A NONQUALIFIED ANNUITY: If you transfer a nonqualified
annuity without receiving adequate consideration, the transfer is a gift and
also may be a withdrawal for federal income tax purposes. If the gift is a
currently taxable event for income tax purposes, the original owner will be
taxed on the amount of deferred earnings at the time of the transfer and also
may be subject to the 10% IRS penalty discussed earlier. In this case, the new
owner's investment in the contract will be the value of the contract 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
current interpretations of these laws. Federal tax laws or current
interpretations of them may change. For
 
                                                                              45
<PAGE>
                 TAXES
 
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
 
We intend that the contract 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, in spite of 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.
 
46
<PAGE>
- -------------------------------
                 VOTING RIGHTS
 
As a contract owner with investments in the subaccounts, you may vote on
important 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.
 
Before annuity payouts begin, the number of votes you have is determined by
applying your percentage interest in each subaccount to the total number of
votes allowed to the subaccount.
 
After annuity payouts begin, the number of votes you have is equal to:
 
- -the reserve held in each subaccount for your contract; divided by
 
- -the net asset value of one share of the applicable 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 subaccount. We will send notice of
shareholders' meetings, proxy materials and a statement of the number of votes
to which the voter is entitled. We will vote shares for which we have not
received instructions in the same proportion as the votes for which we received
instructions. We also will vote the shares for which we have voting rights in
the same proportion as the votes for which we received instructions.
 
                                                                              47
<PAGE>
- -------------------------------
                 SUBSTITUTION OF INVESTMENTS
 
We may substitute the funds in which the subaccounts invest if:
 
- -laws or regulations change,
 
- -existing funds become unavailable, or
 
- -in our judgment, the funds no longer are suitable for the subaccounts.
 
If any of these situations occur and if we believe it is in the best interest of
persons having voting rights under the contract, we have the right to substitute
funds other than those currently listed in this prospectus.
 
We may also:
 
- -change the funds in which the subaccounts invest, and
 
- -add additional subaccounts investing in other funds.
 
In the event of substitution of any of these changes, we may amend the contract
and take whatever action is necessary and appropriate without your consent or
approval. However, we will not make any substitution or change without the
necessary approval of the SEC and state insurance departments. We will notify
you of any substitution or change.
 
48
<PAGE>
- -------------------------------
                 ABOUT THE SERVICE PROVIDERS
 
PRINCIPAL UNDERWRITER
 
American Express Financial Advisors Inc. (AEFA) is the principal underwriter for
the contracts. Its offices are located at IDS Tower 10, Minneapolis, MN
55440-0010. AEFA is a wholly-owned subsidiary of AEFC. The contracts are
distributed either directly or through third party marketers by insurance
agencies and broker-dealers who may also be associated with financial
institutions such as banks. AEL will pay commission for the sales of contracts
to the insurance agencies who have entered into distribution agreements with AEL
and AEFA. These commissions will not be more than 7.5% of purchase payments it
receives on the contracts. From time to time, we will pay or permit other
promotional incentives, in cash or credit or other compensation.
 
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.
 
ISSUER
 
American Enterprise Life issues the contracts. 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, a financial
services company headquartered in New York City.
 
American Enterprise Life is a stock life insurance company organized in 1981
under the laws of the State of Indiana and 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 conducts
a conventional life insurance business.
 
LEGAL PROCEEDINGS
 
A number of lawsuits have been filed against life and health insurers in
jurisdictions in which we do business involving insurers' sales practices,
alleged agent misconduct, failure to properly supervise agents, and other
matters. We, like other life and health insurers , from time to time are
involved in such litigation. On October 13, 1998, an action entitled Richard W.
And Elizabeth J. Thoresen vs. American Express Financial Corporation, American
Centurion Life Assurance Company, American Enterprise Life Insurance Company,
American Partners Life Insurance Company, IDS Life Insurance Company and IDS
Life Insurance Company of New York was commenced in Minnesota state court. The
action was brought by individuals who purchased an annuity in a qualified plan.
They allege that the sale of annuities in tax-deferred contributory retirement
investment plans (E.G., IRAs) is never appropriate. The plaintiffs purport to
represent a class consisting of all persons who made similar purchases. The
plaintiffs seek damages in an unspecified amount. We also are defendants in
various other lawsuits. In our opinion, none of these lawsuits will have a
material adverse effect on our financial condition.
 
                                                                              49
<PAGE>
- -------------------------------
                 YEAR 2000
 
The Year 2000 issue is the result of computer programs having been written using
two digits rather than four to define a year. Any programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of AEL and the variable
account. AEL and the variable account have no computer systems of their own but
are dependent upon the systems of AEFC and certain other third parties.
 
A comprehensive review of AEFC's computer systems and business processes has
been conducted to identify the major systems that could be affected by the Year
2000 issue. Steps are being taken to resolve any potential problems including
modification to existing software and the purchase of new software. These
measures are scheduled to be completed and tested on a timely basis. AEFC's
target date for substantially completing corrective measures on business
critical systems was Dec. 31, 1998. Substantial testing of these systems was
targeted for completion early in 1999. AEFC currently is on track with this
schedule and also is on track to finish the work on non-critical systems by June
30, 1999. The Year 2000 readiness of unaffiliated investment managers and other
third parties whose system failures could have an impact on AEL's and the
variable account's operations continues to be evaluated. The potential
materiality of any such impact is not known at this time.
 
AEFC's Year 2000 project includes establishing Year 2000 contingency plans for
all key business units. Business continuation plans, which address business
continuation in the event of a system disruption, are in place for all key
business units. These plans are being amended to include specific Year 2000
considerations and will continue to be refined throughout 1999 as additional
information related to potential Year 2000 exposure is gathered.
 
50
<PAGE>
- -------------------------------
                 TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<S>                                                                                  <C>
Performance Information............................................................          3
Calculating Annuity Payouts........................................................          7
Rating Agencies....................................................................          9
Principal Underwriter..............................................................          9
Independent Auditors...............................................................          9
Financial Statements
</TABLE>
 
                                                                              51
<PAGE>
- -------------------------------
 
Please check the box to receive a copy of the Statement of Additional
Information for:
 
/ / AEL Personal Portfolio-SM-/AEL Personal Portfolio Plus/AEL Personal
Portfolio Plus 2
 
/ / AIM Variable Insurance Funds, Inc.
 
/ / American Century Variable Portfolios, Inc.
 
/ / GT Global Variable Investment Funds
 
/ / IDS Life Retirement Annuity Mutual Funds
 
/ / Janus Aspen Series Portfolios
 
/ / OCC Accumulation Trust Portfolios
 
/ / Oppenheimer Variable Account Funds
 
/ / Putnam Variable Trust
 
MAIL YOUR REQUEST TO:
 
American Enterprise Life Insurance
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-0534
 
WE WILL MAIL YOUR REQUEST TO:
 
Your name ______________________________________________________________________
 
Address ________________________________________________________________________
 
City __________________________________ State ______________ Zip _______________
<PAGE>
- ------------------------------
 
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
Administrative Offices:
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-0534
800-333-3437
American Express Financial Advisors Inc., member NASD
 
- -C- 1999 American Enterprise Life Insurance Company
All rights reserved.
 
                                                                  37301 J (4/99)


<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                                       for

                          AEL PERSONAL PORTFOLIO PLUS2

                                       and

              AEL PERSONAL PORTFOLIOSM/AEL Personal Portfolio Plus

                  AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT

                                 April 30, 1999

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) is not a prospectus. It should be
read together with the prospectus  dated the same date as this SAI, which may be
obtained  from your  agent,  or by  writing or  calling  us at the  address  and
telephone number below. The prospectus is incorporated in this SAI by reference.

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


<PAGE>


                                TABLE OF CONTENTS

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

Calculating Annuity Payouts...................................p.7

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

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

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

Financial Statements

<PAGE>

PERFORMANCE INFORMATION

The variable  subaccounts  may quote various  performance  figures to illustrate
past  performance.  We base  total  return  and  current  yield  quotations  (if
applicable) on standardized methods of computing  performance as required by the
Securities and Exchange  Commission (SEC). An explanation of the methods used to
compute performance follows below.

Average Annual Total Return

We will  express  quotations  of average  annual  total  return for the variable
subaccounts  in terms of the  average  annual  compounded  rate of  return  of a
hypothetical  investment in the contract over a period of one, five and 10 years
(or, if less, up to the life of the variable subaccounts),  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 period, at the end of the
                    period (or fractional portion thereof)

We  calculated  the  following  performance  figures on the basis of  historical
performance  of  each  fund.  We show  actual  performance  from  the  date  the
subaccounts  began  investing in the funds.  We also show  performance  from the
commencement  date of the funds as if the  contract  existed at that time.  Past
performance does not guarantee future results.

Average Annual Total Return With Withdrawal For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>
<S>            <C>                                        <C>        <C>            <C>      <C>        <C>           <C>        
                                Performance since
                                                            commencement of the                   Performance since
                                                                 subaccount                  commencement of the Fund**

                                                                        Since                                           Since
 Subaccount    -----------------------------------------   1 Year    commencement   ---------  --------  ---------  commencement
               Investing in:                                                         1 Year    5 Years   10 Years
               -----------------------------------------

               AIM V.I.
EGN              Growth and Income Fund (10/97; 5/94)*    18.80%       20.08%         18.80%       --%       --%        20.29
EIN              International Equity Fund (10/97; 5/93)   6.77         8.40           6.77      9.19       --          11.39
EVA              Value Fund (10/97; 5/93)                 23.45        23.61          23.45     19.55       --          19.86
               -----------------------------------------

               AMERICAN CENTURY
EIG              VP Income and Growth (10/98; 10/97)         --        17.97          17.70       --        --          23.57
EVL              VP Value (10/98; 5/96)                      --         5.24          -3.29       --        --          12.67

               GT GLOBAL
ELA              Variable Latin America Fund (2/95;       -45.95       -7.55         -45.95     -9.47       --          -2.26
                 2/93)
EPA              Variable New Pacific Fund (2/95; 2/93)   -21.04      -10.75         -21.04    -12.39       --          -7.14

               IDS LIFE
EAG              Aggressive Growth Fund (2/95; 1/92)      -5.29        13.00          -5.29      8.50       --           9.01
ECR              Capital Resource Fund (2/95; 10/81)      15.28        17.51          15.28     14.41     14.01          --
EGD              Growth Dimensions Fund (10/97; 4/96)     19.74        21.86          19.74       --        --          21.07
EIE              International Equity Fund (2/95; 1/92)    7.10         9.32           7.10      5.16       --           7.55
EMG              Managed Fund (2/95; 4/86)                 7.07        16.33           7.07     11.79     12.77          --
EMS              Moneyshare Fund (2/95; 10/81)            -2.99         2.57          -2.99      2.73      3.65          --
ESI              Special Income Fund (2/95; 10/81)        -6.32         6.78          -6.32      4.64      7.23          --

<PAGE>

                                Performance since
                                                           commencement of the                   Performance since
                                                               subaccount                    commencement of the Fund**

                                                                       Since                                           Since
 Subaccount    ---------------------------------------   1 Year     commencement   ----------  --------  --------   commencement
               Investing in:                                                         1 Year    5 Years   10 Years
               ---------------------------------------

               JANUS ASPEN SERIES
ESB              Balanced Portfolio (10/97; 9/93)         25.31%      24.34%         25.31%    16.96%        --%       17.46%
EWG              Worldwide Growth Portfolio (10/97;       20.02       20.35          20.02     19.16        --         21.95
                 9/93)
               ---------------------------------------

               OCC ACCUMULATION TRUST
EEQ              Equity Portfolio (10/97; 8/88)            3.19       10.50           3.19     18.14      15.72          --
EMG              Managed Portfolio (2/95; 8/88)           -1.17       19.34          -1.17     17.00      17.49          --
ESC              Small Cap Portfolio (10/97; 8/88)       -15.98      -12.48         -15.98      6.39      11.44          --
EUS              U.S. Government Income Portfolio         -0.23        4.79          -0.23        --        --          5.21
                 (2/95; 1/95)

               OPPENHEIMER VARIABLE ACCOUNT
EGR              Capital Appreciation Fund/VA (10/97;     15.16       15.24          15.16     19.94      15.03          --
                 4/85)
EHI              High Income Fund/VA (10/97; 4/86)        -7.42       -4.55          -7.42       6.48     10.95          --

               PUTNAM VT
EDI              Diversified Income Fund Class IA         -8.95        5.33          -8.95      3.46        --          3.79
                 (2/95; 9/93)
EGI              Growth and Income Fund Class IA           6.70       21.02           6.70     16.94      14.22          --
                 (2/95; 2/88)
EHY              High Yield Fund Class IA (2/95; 2/88)   -13.07        6.58         -13.07      5.16       8.17          --
ENO              New Opportunities Fund (2/95; 5/94)      15.54       22.74          15.54        --        --         20.98

               PUTNAM VT
EPD              Diversified Income Fund Class IB          --         -6.27          -9.16      3.28        --          3.61
                 (10/98; 9/93)
EPG              Growth and Income Fund Class IB           --         10.95           6.58     16.78      14.05          --
                 (10/98; 2/88)
EPH              High Yield Fund Class IB (10/98;          --         -5.59         -13.11      5.02       8.02          --
                 2/88)
EPV              Voyager Fund Class IB (10/98; 2/88)       --         29.83          15.35     18.02      18.10          --

*    (Commencement date of the subaccount; Commencement date of the Fund)
**   Current  applicable  charges deducted from fund  performance  include a $30
     contract  administrative charge, a 1.25% mortality and expense fee, a 0.15%
     variable account administrative charge and applicable withdrawal charges.
</TABLE>

Average Annual Total Return Without Withdrawal For Periods Ending Dec. 31, 1998
<TABLE>
<CAPTION>
<S>             <C>                                     <C>         <C>              <C>      <C>       <C>            <C>          

                                Performance since
                                                            commencement of the                   Performance since
                                                                 subaccount                  commencement of the Fund**

                                                                        Since                                           Since
 Subaccount    -----------------------------------------   1 Year    commencement   ---------  --------  ---------  commencement
               Investing in:                                                         1 Year    5 Years   10 Years
               -----------------------------------------

               AIM V.I.
EGN              Growth and Income Fund (10/97; 5/94)*    25.80%       25.03%         25.80%       --%       --%        20.61%
EIN              International Equity Fund (10/97; 5/93)  13.77        13.44          13.77      9.61       --          11.60
EVA              Value Fund (10/97; 5/93)                 30.45        28.55          30.45     19.84       --          20.02
               -----------------------------------------

               AMERICAN CENTURY
EIG              VP Income and Growth (10/98; 10/97)         --        24.97          24.70       --        --          28.50
EVL              VP Value (10/98; 5/96)                      --        12.24           3.24       --        --          14.18

               GT GLOBAL
ELA              Variable Latin America Fund (2/95;       -42.63       -6.65         -42.63     -9.01       --          -1.94
                 2/93)
EPA              Variable New Pacific Fund (2/95; 2/93)   -15.85       -9.88         -15.85    -11.91       --          -6.85

<PAGE>

                                Performance since
                                                           commencement of the                   Performance since
                                                               subaccount                    commencement of the Fund**

                                                                       Since                                           Since
 Subaccount    ---------------------------------------   1 Year     commencement   ----------  --------  --------   commencement
               Investing in:                                                         1 Year    5 Years   10 Years
               ---------------------------------------

               IDS LIFE
EAG              Aggressive Growth Fund (2/95; 1/92)       1.08%      13.73%          1.08%      8.93%       --%        9.10%
ECR              Capital Resource Fund (2/95; 10/81)      22.28       18.16          22.28     14.76      14.01          --
EGD              Growth Dimensions Fund (10/97; 4/96)     26.74       26.78          26.74        --        --         22.42
EIE              International Equity Fund (2/95;         14.10       10.12          14.10      5.64        --          7.64
                 1/92)
EMG              Managed Fund (2/95; 4/86)                14.07       16.99          14.07     12.17      12.77          --
EMS              Moneyshare Fund (2/95; 10/81)             3.56        3.52           3.56      3.27       3.65          --
ESI              Special Income Fund (2/95; 10/81)        -0.02        7.62          -0.02      5.13       7.23          --
               ---------------------------------------

               JANUS ASPEN SERIES
ESB              Balanced Portfolio (10/97; 9/93)         32.31       29.26          32.31     17.28        --         17.65
EWG              Worldwide Growth Portfolio (10/97;       27.02       25.30          27.02     19.46        --         22.11
                 9/93)

               OCC ACCUMULATION TRUST
EEQ              Equity Portfolio (10/97; 8/88)           10.19       15.53          10.19     18.45      15.72          --
EMG              Managed Portfolio (2/95; 8/88)            5.52       19.96           5.52     17.32      17.49          --
ESC              Small Cap Portfolio (10/97; 8/88)       -10.41       -8.18         -10.41      6.86      11.44          --
EUS              U.S. Government Income Portfolio          6.53        5.69           6.53        --        --          6.06
                 (2/95; 1/95)

               OPPENHEIMER VARIABLE ACCOUNT
EGR              Capital Appreciation Fund/VA (10/97;     22.16       20.22          22.16     20.23      15.03          --
                 4/85)
EHI              High Income Fund/VA (10/97; 4/86)        -1.20        0.13          -1.20      6.95      10.95          --

               PUTNAM VT
EDI              Diversified Income Fund Class IA         -2.85        6.21          -2.85      3.98        --          4.11
                 (2/95; 9/93)
EGI              Growth and Income Fund Class IA          13.70       21.62          13.70     17.26      14.22          --
                 (2/95; 2/88)
EHY              High Yield Fund Class IA (2/95; 2/88)    -7.28        7.44          -7.28      5.65       8.17          --
ENO              New Opportunities Fund (2/95; 5/94)      22.54       23.31          22.54        --        --         21.30

               PUTNAM VT
EPD              Diversified Income Fund Class IB          --          0.03          -3.08      3.81        --          3.93
                 (10/98; 9/93)
EPG              Growth and Income Fund Class IB           --         17.95          13.58     17.10      14.05          --
                 (10/98; 2/88)
EPH              High Yield Fund Class IB (10/98;          --          0.76          -7.33      5.51       8.02          --
                 2/88)
EPV              Voyager Fund Class IB (10/98; 2/88)       --         36.83          22.35     18.33      18.10          --

*    (Commencement date of the subaccount; Commencement date of the Fund)
**   Current applicable charges deducted from fund performance include a $30 contract administrative charge, a 1.25% mortality and
     expense fee and a 0.15% variable account administrative charge.

</TABLE>

<PAGE>

Cumulative Total Return

Cumulative  total  return  represents  the  cumulative  change  in  value  of an
investment  for a given  period  (reflecting  change in a variable  subaccount's
accumulation  unit value). We compute aggregate total return using 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 period,  at the
                           end of the period (or fractional period thereof)

The SEC requires that we assume that you withdraw the entire contract at the end
of the one-,  five-,  and 10- year periods  (or, if less,  up to the life of the
variable  subaccount).  In addition, we may show performance figures without the
deduction of a withdrawal charge. All total return figures reflect the deduction
of all applicable  charges  including the contract  administrative  charge,  the
variable account administrative charge and the mortality and expense risk fee.

Calculation of Yield for Subaccounts Investing in Money Market Funds

Annualized Simple Yield:

For the  subaccounts  investing in money market  funds,  we base  quotations  of
simple yield on:
         (a) the change in the value of a hypothetical subaccount (exclusive of
             capital  changes and income other than  investment  income) at the
             beginning of a particular seven-day period;
         (b) less a pro rata share of the subaccount  expenses  accrued over the
             period;
         (c) dividing  this  difference  by the value of the  subaccount at the
             beginning of the period to obtain the base period return; and
         (d) multiplying the base period return by 365/7.

The subaccount's value includes:
o any declared dividends,
o the value of any shares purchased with dividends paid during the period, and 
o any dividends declared for such shares.

It does not include:
o the  effect  of  any  applicable  withdrawal  charge,  or 
o any  realized  or unrealized gains or losses.

Annualized Compound Yield:

We calculate  compound yield using the base period return described above, which
we then compound according to the following formula:

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

Annualized Yields Based on the Seven-Day Period Ending Dec. 31, 1998
<TABLE>
<CAPTION>
<S>                      <C>                                    <C>                             <C>            
Subaccount               Investing In:                          Simple Yield                    Compound Yield
EMS                      IDS Life Moneyshare Fund                  3.24%                             3.29%

</TABLE>

<PAGE>

Annualized Yield for Subaccounts Investing in Income Funds

For the  subaccounts  investing in income funds,  we base quotations of yield on
all investment  income earned during a particular  30-day period,  less expenses
accrued during the period (net investment income) and compute it 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:

                                        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

The subaccount earns yield from the increase in the net asset value of shares of
the fund in which it invests and from  dividends  declared and paid by the fund,
which are automatically invested in shares of the fund.

Annualized Yield Based on the 30-Day Period Ended Dec. 31, 1998

Subaccount               Investing In:                                     Yield
ESI                      IDS Life Special Income Fund                      7.20%

Independent rating or statistical services or publishers or publications such as
those listed  below may quote  subaccount  performance,  compare it to rankings,
yields or returns,  or use it in variable  annuity  accumulation  or  settlement
illustrations they publish or prepare.

         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,  Stanger Report, Sylvia Porter's Personal Finance, USA Today,
         U.S. News and World Report,  The Wall Street  Journal and  Wiesenberger
         Investment Companies Service.

CALCULATING ANNUITY PAYOUTS

The Variable Account

We do the following  calculations  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  contract as of the valuation  date that
  falls on (or closest to the  valuation  date that falls before) the seventh
  calendar  day 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.

<PAGE>

Annuity Units: We then convert the value of your subaccount to annuity units. To
compute the number of units credited to you, we divide the first monthly payment
by the annuity  unit value (see below) on the  valuation  date that falls on (or
closest to the valuation date that falls before) 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 fund.

Subsequent Payouts: To compute later payouts, we multiply:

o    the annuity unit value on the  valuation  date that falls on (or closest to
     the valuation  date that falls before) the seventh  calendar day before the
     payout is due; by
o    the fixed number of annuity units credited to you.

Annuity Unit Values: We originally set this value at $1 for each subaccount.  To
calculate later values 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
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: We determine the net investment factor by:

o    adding  the  fund's  current  net asset  value per share plus the per share
     amount of any accrued  income or capital gain dividends to obtain a current
     adjusted net asset value per share; then
o    dividing that sum by the previous adjusted 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 fund may fluctuate, the net investment factor
may be greater or less than one,  and the  annuity  unit value may  increase  or
decrease. You bear this investment risk in a variable subaccount.

The Fixed Account

We guarantee your fixed annuity payout  amounts.  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.

The  annuity  payout  table we use will be the one in  effect  at the time  your
choose to begin your annuity  payouts.  The values in the table will be equal to
or greater than the table in your contract.

<PAGE>

RATING AGENCIES

The  following  chart  reflects the ratings  given to us 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 the contract.  This information relates only to the fixed account
and reflects our ability to make annuity  payouts and to pay death  benefits and
other distributions from the contract.


    Rating Agency              Rating

      A.M. Best                  A+
                             (Superior)
- -----------------------

    Duff & Phelps               AAA
- -----------------------

       Moody's                  Aa2

PRINCIPAL UNDERWRITER

The  principal  underwriter  for the  contracts  is American  Express  Financial
Advisors Inc. (AEFA) which offers them on a continuous basis.

Withdrawal  charges  received by AEFA for the last three years  aggregated total
$199,062, $79,195, and $34,957, respectively.

Commissions paid by AEL for the last three years  aggregated  total  $4,415,795,
$1,798,969, and $1,243,420, respectively.

INDEPENDENT AUDITORS

The  financial  statements  appearing  in this SAI have been  audited by Ernst &
Young LLP (1400 Pillsbury Center, 200 South Sixth Street, Minneapolis, MN 55402)
independent auditors, as stated in their report appearing herein.

FINANCIAL STATEMENTS

<PAGE>

American Enterprise Variable Annuity Account

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
(comprised of subaccounts EGN, EIN, EVA, EIG, EVL, ELA, EPA, EAG, ECR, EGD, EIE,
EMG,  EMS, ESI, ESB, EWG, EEQ, EMD, ESC, EUS, EGR, EHI, EDI, EPD, EGI, EPG, EHY,
EPH,  ENO and EPV) as of  December  31,  1998,  and the  related  statements  of
operations for the year then ended,  except for subaccounts  EIG, EVL, EPD, EPG,
EPH  and  EPV,  which  are for the  period  October  5,  1998  (commencement  of
operations)  to December 31, 1998,  and the  statements of changes in net assets
for each of the two years in the period then ended,  except for subaccounts EGN,
EIN,  EVA,  EGD,  ESB,  EWG,  EEQ, ESC, EGR and EHI which are for the year ended
December  31,  1998  and  for the  period  October  30,  1997  (commencement  of
operations)  to December 31, 1997 and  subaccounts  EIG,  EVL, EPD, EPG, EPH and
EPV,  which are for the period October 5, 1998  (commencement  of operations) to
December 31, 1998.  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, 1998 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 at
December 31, 1998, 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.

/s/Ernst & Young LLP
Ernst & Young LLP
Minneapolis, Minnesota
March 12, 1999

<PAGE>

<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Net Assets                                                                                Dec. 31, 1998               

                                                                               Segregated Asset Subaccounts

Assets                                                                 EGN                EIN                 EVA         
Investments in shares of mutual funds and portfolios:
<S>                                                                 <C>                  <C>               <C>            
   at cost                                                          $2,838,209           $982,557          $2,129,905     
                                                                    ----------           --------          ----------     
   at market value                                                  $3,246,822         $1,005,337          $2,391,678     
Dividends receivable                                                         -                  -                   -     
Accounts receivable from American Enterprise Life for
contract purchase payments                                               7,057                880               1,237     
Receivable from mutual funds and portfolios
for share redemptions                                                        -                  -                   -     
                                                                         -----              -----               -----
Total assets                                                         3,253,879          1,006,217           2,392,915     
                                                                     =========          =========           =========     

Liabilities
Payable to American Enterprise Life for:
Mortality and expense risk fee                                           3,316              1,020               2,413     
Contract terminations                                                        -                  -                   -     
Issue and administrative fee                                               398                122                 290     
Payable to mutual funds and portfolios
for investments purchased                                                7,057                880               1,237     
                                                                         -----                ---               -----     
Total liabilities                                                       10,771              2,022               3,940     
                                                                        ------              -----               -----     
Net assets applicable to contracts in
accumulation period                                                  3,243,108          1,004,195           2,388,975     
Net assets applicable to contracts in
payment period                                                               -                  -                   -     
                                                                       -------             ------             -------
Total net assets                                                    $3,243,108         $1,004,195          $2,388,975     
                                                                    ==========         ==========          ==========     
Accumulation units outstanding                                       2,495,182            865,556           1,778,901     
                                                                     =========            =======           =========     
Net asset value per accumulation unit                                   $ 1.30             $ 1.16              $ 1.34     
                                                                        ======             ======              ======     



Assets                                                                   EIG                EVL               ELA
Investments in shares of mutual funds and portfolios:
   at cost                                                           $ 159,983          $ 174,742         $ 1,247,718
                                                                     ---------          ---------         -----------
   at market value                                                   $ 171,254          $ 176,789           $ 861,071
Dividends receivable                                                         -                  -                   -
Accounts receivable from American Enterprise Life for
contract purchase payments                                               3,281              2,218                   -
Receivable from mutual funds and portfolios
for share redemptions                                                        -                  -              52,571
                                                                         -----              -----              ------
Total assets                                                           174,535            179,007             913,642
                                                                       =======            =======             =======

Liabilities
Payable to American Enterprise Life for:
Mortality and expense risk fee                                             145                155                 964
Contract terminations                                                        -                  -              52,571
Issue and administrative fee                                                18                 19                 116
Payable to mutual funds and portfolios
for investments purchased                                                3,281              2,218                   -
                                                                         -----              -----               -----
Total liabilities                                                        3,444              2,392              53,651
                                                                         -----              -----              ------
Net assets applicable to contracts in
accumulation period                                                    171,091            176,615             859,991
Net assets applicable to contracts in
payment period                                                               -                  -                   -
Total net assets                                                     $ 171,091          $ 176,615           $ 859,991
Accumulation units outstanding                                         136,768            157,078           1,115,043
Net asset value per accumulation unit                                   $ 1.25             $ 1.12              $ 0.77
See accompanying notes to financial statements.



</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Net Assets (continued)                                                                       Dec. 31, 1998

                                                                              Segregated Asset Subaccounts

Assets                                                                   EPA                 EAG                  ECR              
Investments in shares of mutual funds and portfolios:
<S>                                                                  <C>                  <C>                 <C>             
   at cost                                                           $1,416,097           $5,868,100          $8,367,712      
                                                                     ----------           ----------          ----------      
   at market value                                                     $971,930           $5,696,833          $9,845,123      
Dividends receivable                                                          -                    -                   -      
Accounts receivable from American Enterprise Life
for contract purchase payments                                              268                8,047              12,759      
Receivable from mutual funds and portfolios
for share redemptions                                                         -                    -                   -      
                                                                          -----                -----               -----
Total assets                                                            972,198            5,704,880           9,857,882      
                                                                        =======            =========           =========      

Liabilities
Payable to American Enterprise Life for:
Mortality and expense risk fee                                            1,039                6,004              10,405      
Contact terminations                                                          -                    -                   -      
Issue and administrative fee                                                125                  721               1,249      
Payable to mutual funds and portfolios
for investments purchased                                                   268                1,322               1,105      
                                                                            ---                -----               -----      
Total liabilities                                                         1,432                8,047              12,759      
                                                                          -----                -----              ------      
Net assets applicable to contracts in
accumulation period                                                     970,766            5,692,498           9,839,380      
Net assets applicable to contracts in
payment period                                                                -                4,335               5,743      
                                                                          -----                -----               -----      
Total net assets                                                       $970,766           $5,696,833          $9,845,123      
                                                                       ========           ==========          ==========      
Accumulation units outstanding                                        1,441,794            3,452,898           5,163,185      
                                                                      =========            =========           =========      
Net asset value per accumulation unit                                    $ 0.67               $ 1.65              $ 1.91      
                                                                         ======               ======              ======      

Assets                                                                  EGD                  EIE                 EMG
Investments in shares of mutual funds and portfolios:
   at cost                                                          $ 1,273,181          $ 2,950,051         $8,289,853
                                                                    -----------          -----------         ----------
   at market value                                                  $ 1,465,483          $ 3,182,165         $8,564,185
Dividends receivable                                                          -                    -                  -
Accounts receivable from American Enterprise Life
for contract purchase payments                                            6,154                  816             21,217
Receivable from mutual funds and portfolios
for share redemptions                                                         -                1,950                  -
                                                                          -----                -----              -----
Total assets                                                          1,471,637            3,184,931          8,585,402
                                                                      =========            =========          =========

Liabilities
Payable to American Enterprise Life for:
Mortality and expense risk fee                                            1,513                3,351              8,984
Contact terminations                                                          -                    -                  -
Issue and administrative fee                                                182                  402              1,078
Payable to mutual funds and portfolios
for investments purchased                                                 4,459                    -             11,155
                                                                          -----                -----             ------
Total liabilities                                                         6,154                3,753             21,217
                                                                          -----                -----             ------
Net assets applicable to contracts in
accumulation period                                                   1,465,483            3,175,932          8,559,908
Net assets applicable to contracts in
payment period                                                                -                5,246              4,277
                                                                          -----                -----              -----
Total net assets                                                    $ 1,465,483          $ 3,181,178         $8,564,185
                                                                    ===========          ===========         ==========
Accumulation units outstanding                                        1,108,323            2,181,192          4,684,466
                                                                      =========            =========          =========
Net asset value per accumulation unit                                    $ 1.32               $ 1.46             $ 1.83
                                                                         ======               ======             ======
See accompanying notes to financial statements.


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Net Assets (continued)                                                                          Dec. 31, 1998

                                                                                     Segregated Asset Subaccounts

Assets                                                                        EMS              ESI                   ESB          
Investments in shares of mutual funds and portfolios:
<S>                                                                        <C>               <C>                 <C>              
   at cost                                                                 $ 858,797         $ 7,944,815         $3,141,366       
                                                                           ---------         -----------         ----------       
   at market value                                                         $ 858,800         $ 7,553,609         $3,626,390       
Dividends receivable                                                           3,497              45,255                  -       
Accounts receivable from American Enterprise Life
for contract purchase payments                                                     -              16,799              4,397       
Receivable from mutual funds and portfolios
for share redemptions                                                              -                   -                  -       
                                                                               -----               -----              -----
Total assets                                                                 862,297           7,615,663          3,630,787       
                                                                             =======           =========          =========       

Liabilities
Payable to American Enterprise Life for:
Mortality and expense risk fee                                                   918               7,851              3,647       
Contract terminations                                                              -                   -                  -       
Issue and administrative fee                                                     110                 942                437       
Payable to mutual funds and portfolios
for investments purchased                                                      2,469              53,261              4,397       
                                                                               -----              ------              -----       
Total liabilities                                                              3,497              62,054              8,481       
                                                                               -----              ------              -----       
Net assets applicable to contracts in
accumulation period                                                          858,800           7,550,694          3,622,306       
Net assets applicable to contracts in
payment period                                                                     -               2,915                  -       
                                                                              ------               -----             ------
Total net assets                                                           $ 858,800         $ 7,553,609         $3,622,306       
                                                                           =========         ===========         ==========       
Accumulation units outstanding                                               749,301           5,688,915          2,679,665       
                                                                             =======           =========          =========       
Net asset value per accumulation unit                                         $ 1.15              $ 1.33             $ 1.35       
                                                                              ======              ======             ======       

Assets                                                                        EWG                 EEQ               EMD
Investments in shares of mutual funds and portfolios:
   at cost                                                                $2,129,867          $1,228,483        $10,028,179
                                                                          ----------          ----------        -----------
   at market value                                                        $2,245,768          $1,256,568        $11,478,356
Dividends receivable                                                               -                   -                  -
Accounts receivable from American Enterprise Life
for contract purchase payments                                                     -                 967              7,121
Receivable from mutual funds and portfolios
for share redemptions                                                          2,923                   -                  -
                                                                               -----               -----              -----
Total assets                                                               2,248,691           1,257,535         11,485,477
                                                                           =========           =========         ==========

Liabilities
Payable to American Enterprise Life for:
Mortality and expense risk fee                                                 2,324               1,303             12,111
Contract terminations                                                          2,923                   -                  -
Issue and administrative fee                                                     279                 157              1,453
Payable to mutual funds and portfolios
for investments purchased                                                          -                 967              7,121
                                                                                 ---                 ---              -----
Total liabilities                                                              5,526               2,427             20,685
                                                                               -----               -----             ------
Net assets applicable to contracts in
accumulation period                                                        2,243,165           1,255,108         11,458,221
Net assets applicable to contracts in
payment period                                                                     -                   -              6,571
                                                                               -----               -----              -----
Total net assets                                                          $2,243,165          $1,255,108        $11,464,792
                                                                          ==========          ==========        ===========
Accumulation units outstanding                                             1,721,007           1,058,768          5,686,310
                                                                           =========           =========          =========
Net asset value per accumulation unit                                         $ 1.30              $ 1.19             $ 2.02
                                                                              ======              ======             ======
See accompanying notes to financial statements.


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Net Assets (continued)                                                                      Dec. 31, 1998

                                                                               Segregated Asset Subaccounts

Assets                                                                   ESC                EUS                 EGR             
Investments in shares of mutual funds and portfolios:
<S>                                                                   <C>                <C>                 <C>            
   at cost                                                            $1,366,751         $4,398,463          $2,069,858     
                                                                      ----------         ----------          ----------     
   at market value                                                    $1,282,385         $4,461,745          $2,320,601     
Dividends receivable                                                           -              7,664                   -     
Accounts receivable from American Enterprise Life
for contract purchase payments                                             1,797                  3                 825     
Receivable from mutual funds and portfolios
for share redemptions                                                          -              2,157                   -     
                                                                            ----              -----               -----
Total assets                                                           1,284,182          4,471,569           2,321,426     
                                                                       =========          =========           =========     

Liabilities
Payable to American Enterprise Life for:
Mortality and expense risk fee                                             1,315              4,627               2,392     
Contract terminations                                                          -              2,157                   -     
Issue and administrative fee                                                 158                555                 287     
Payable to mutual funds and portfolios
for investments purchased                                                  1,797                  3                 825     
                                                                           -----                  -                 ---     
Total liabilities                                                          3,270              7,342               3,504     
                                                                           -----              -----               -----     
Net assets applicable to contracts in
accumulation period                                                    1,280,912          4,454,472           2,317,922     
Net assets applicable to contracts in
payment period                                                                 -              9,755                   -     
                                                                           -----              -----               -----
Total net assets                                                      $1,280,912         $4,464,227          $2,317,922     
                                                                      ==========         ==========          ==========     
Accumulation units outstanding                                         1,413,306          3,585,201           1,866,603     
                                                                       =========          =========           =========     
Net asset value per accumulation unit                                     $ 0.91             $ 1.24              $ 1.24     
                                                                          ======             ======              ======     

Assets                                                                     EHI                EDI                EPD
Investments in shares of mutual funds and portfolios:
   at cost                                                            $2,227,481         $7,853,037           $ 342,128
                                                                      ----------         ----------           ---------
   at market value                                                    $2,193,489         $7,569,862           $ 345,324
Dividends receivable                                                           -                  -                   -
Accounts receivable from American Enterprise Life
for contract purchase payments                                            71,716              8,978               6,489
Receivable from mutual funds and portfolios
for share redemptions                                                          -                  -                   -
                                                                            ----              -----               -----
Total assets                                                           2,265,205          7,578,840             351,813
                                                                       =========          =========             =======

Liabilities
Payable to American Enterprise Life for:
Mortality and expense risk fee                                             2,159              7,997                 285
Contract terminations                                                          -                  -                   -
Issue and administrative fee                                                 259                960                  34
Payable to mutual funds and portfolios
for investments purchased                                                 71,716              8,978               6,489
                                                                          ------              -----               -----
Total liabilities                                                         74,134             17,935               6,808
                                                                          ------             ------               -----
Net assets applicable to contracts in
accumulation period                                                    2,191,071          7,560,905             345,005
Net assets applicable to contracts in
payment period                                                                 -                  -                   -
                                                                           -----              -----               -----
Total net assets                                                      $2,191,071         $7,560,905           $ 345,005
                                                                      ==========         ==========           =========
Accumulation units outstanding                                         2,184,723          5,962,803             344,284
                                                                       =========          =========             =======
Net asset value per accumulation unit                                     $ 1.00             $ 1.27              $ 1.00
                                                                          ======             ======              ======
See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Net Assets (continued)                                                                           Dec. 31, 1998

                                                                              Segregated Asset Subaccounts                          
                                                                                                                                    
Assets                                                         EGI                EPG               EHY                EPH          
Investments in shares of mutual funds and portfolios:
<S>                                                        <C>                 <C>              <C>                <C>              
   at cost                                                 $17,247,341         $269,558         $5,578,406         $ 129,521        
                                                           -----------         --------         ----------         ---------        
   at market value                                         $19,601,597         $282,397         $5,105,979         $ 131,146        
Dividends receivable                                                 -                -                  -                 -        
Accounts receivable from American Enterprise Life
for contract purchase payments                                  37,894            2,714                470             3,082        
Receivable from mutual funds and portfolios
for share redemptions                                                -                -                  -                 -        
                                                                ------            -----              -----             -----
Total assets                                                19,639,491          285,111          5,106,449           134,228        
                                                            ==========          =======          =========           =======        

Liabilities
Payable to American Enterprise Life for:
Mortality and expense risk fee                                  20,667              237              5,400               106        
Contract terminations                                                -                -                  -                 -        
Issue and administrative fee                                     2,480               29                648                13        
Payable to mutual funds and portfolios
for investments purchased                                       37,894            2,714                470             3,082        
                                                                ------            -----                ---             -----        
Total liabilities                                               61,041            2,980              6,518             3,201        
                                                                ------            -----              -----             -----        
Net assets applicable to contracts in
accumulation period                                         19,576,445          282,131          5,096,187           131,027        
Net assets applicable to contracts in
payment period                                                   2,005                -              3,744                 -        
                                                                 -----            -----              -----             -----
Total net assets                                           $19,578,450         $282,131         $5,099,931         $ 131,027        
                                                           ===========         ========         ==========         =========        
Accumulation units outstanding                               9,160,761          238,893          3,845,657           129,821        
                                                             =========          =======          =========           =======        
Net asset value per accumulation unit                           $ 2.14           $ 1.18             $ 1.33            $ 1.01        
                                                                ======           ======             ======            ======        

                                                                                                  Combined
                                                                                                  Variable
Assets                                                         ENO                 EPV             Account
Investments in shares of mutual funds and portfolios:
   at cost                                                 $ 9,465,991         $151,480      $ 112,129,630
                                                           -----------         --------      -------------
   at market value                                         $13,078,393         $170,792      $ 121,141,871
Dividends receivable                                                 -                -             56,416
Accounts receivable from American Enterprise Life
for contract purchase payments                                       -            2,108            229,294
Receivable from mutual funds and portfolios
for share redemptions                                           34,225                -             93,826
                                                                ------            -----             ------
Total Assets                                                13,112,618          172,900        121,521,407
                                                            ==========          =======        ===========

Liabilities
Payable to American Enterprise Life for:
Mortality and expense risk fee                                  13,815              142            126,605
Contract terminations                                           34,225                -             91,876
Issue and administrative fee                                     1,658               17             15,196
Payable to mutual funds and portfolios
for investments purchased                                            -            2,108            237,273
                                                                 -----            -----            -------
Total liabilities                                               49,698            2,267            470,950
                                                                ------            -----            -------
Net assets applicable to contracts in
accumulation period                                         13,062,176          170,633        121,005,122
Net assets applicable to contracts in
payment period                                                     744                -             45,335
                                                                   ---            -----             ------
Total net assets                                           $13,062,920         $170,633
                                                           ===========         ========
Accumulation units outstanding                               5,798,150          124,563
                                                             =========          =======
Net asset value per accumulation unit                           $ 2.25           $ 1.37
                                                                ======           ======

See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Operations                                                                    Year ended Dec. 31, 1998

                                                                              Segregated Asset Subaccounts

Investment income                                                       EGN                EIN                 EVA          
<S>                                                                  <C>                 <C>                <C>             
Dividend income from mutual funds and portfolios                     $ 42,518            $ 7,628            $104,609        
Expenses:
Mortality and expense risk fee                                         17,723              6,286              12,205        
Administrative charge                                                   2,127                754               1,464        
                                                                        -----                ---               -----        
Total expenses                                                         19,850              7,040              13,669        
                                                                       ------              -----              ------        
Investment income (loss) - net                                         22,668                588              90,940        
                                                                       ------                ---              ------        

Realized and unrealized gain (loss) 
on investments - net

Realized gain (loss) on sales of investments 
in mutual funds and portfolios:
Proceeds from sales                                                    33,010             13,508              16,585        
Cost of investments sold                                               34,886             14,104              16,107        
                                                                       ------             ------              ------        
Net realized gain (loss) on investments                                (1,876)              (596)                478        
Net change in unrealized appreciation or
depreciation of investments                                           407,899             23,090             262,764        
                                                                      -------             ------             -------        
Net gain (loss) on investments                                        406,023             22,494             263,242        
                                                                      -------             ------             -------        
Net increase (decrease) in net assets
resulting from operations                                            $428,691           $ 23,082            $354,182        
                                                                     ========           ========            ========        


Investment income                                                        EIG*              EVL*               ELA
Dividend income from mutual funds and portfolios                        $ 661                $ -            $ 29,722
Expenses:
Mortality and expense risk fee                                            220                241              13,242
Administrative charge                                                      27                 29               1,589
                                                                           --                 --               -----
Total expenses                                                            247                270              14,831
                                                                          ---                ---              ------
Investment income (loss) - net                                            414               (270)             14,891
                                                                          ---               ----              ------

Realized and unrealized gain (loss) 
on investments - net

Realized gain (loss) on sales of investments 
in mutual funds and portfolios:
Proceeds from sales                                                         -                  -             152,264
Cost of investments sold                                                    -                  -             184,817
                                                                          ---                ---             -------
Net realized gain (loss) on investments                                     -                  -             (32,553)
Net change in unrealized appreciation or
depreciation of investments                                            11,271              2,047            (577,580)
Net gain (loss) on investments                                         11,271              2,047            (610,133)
                                                                       ------              -----            -------- 
Net increase (decrease) in net assets
resulting from operations                                            $ 11,685            $ 1,777          $ (595,242)
                                                                     ========            =======          ========== 
*For the period Oct. 5, 1998 (commencement of operations) to Dec. 31, 1998.
See accompanying notes to financial statements.


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Operations (continued)                                                   Year ended Dec. 31, 1998

                                                                          Segregated Asset Subaccounts

Investment income                                                EPA                 EAG                  ECR               
<S>                                                           <C>                 <C>                 <C>             
Dividend income from mutual funds and portfolios              $ 23,519            $ 354,606           $ 704,897       
Expenses:
Mortality and expense risk fee                                  10,474               56,221              95,285       
Administrative charge                                            1,257                6,747              11,434       
                                                                 -----                -----              ------       
Total expenses                                                  11,731               62,968             106,719       
                                                                ------               ------             -------       
Investment income (loss) - net                                  11,788              291,638             598,178       
                                                                ------              -------             -------       

Realized and unrealized gain (loss) 
on investments - net

Realized gain (loss) on sales of investments 
in mutual funds and portfolios:
Proceeds from sales                                            110,831              226,233             297,921       
Cost of investments sold                                       176,676              217,209             266,065       
                                                               -------              -------             -------       
Net realized gain (loss) on investments                        (65,845)               9,024              31,856       
Net change in unrealized appreciation or
depreciation of investments                                    (73,104)            (224,339)            957,259       
                                                               -------             --------             -------       
Net gain (loss) on investments                                (138,949)            (215,315)            989,115       
                                                              --------             --------             -------       
Net increase (decrease) in net assets
resulting from operations                                   $ (127,161)            $ 76,323          $1,587,293       
                                                            ==========             ========          ==========       

Investment income                                                EGD                  EIE                 EMG
Dividend income from mutual funds and portfolios               $ 4,537             $ 36,948           $886,695
Expenses:
Mortality and expense risk fee                                   8,135               32,485             82,016
Administrative charge                                              976                3,898              9,842
                                                                   ---                -----              -----
Total expenses                                                   9,111               36,383             91,858
                                                                 -----               ------             ------
Investment income (loss) - net                                  (4,574)                 565            794,837
                                                                ------                  ---            -------

Realized and unrealized gain (loss) 
on investments - net

Realized gain (loss) on sales of investments 
in mutual funds and portfolios:
Proceeds from sales                                             20,854               83,965            135,373
Cost of investments sold                                        20,096               81,732            129,027
                                                                ------               ------            -------
Net realized gain (loss) on investments                            758                2,233              6,346
Net change in unrealized appreciation or
depreciation of investments                                    190,924              259,084             55,365
                                                               -------              -------             ------
Net gain (loss) on investments                                 191,682              261,317             61,711
                                                               -------              -------             ------
Net increase (decrease) in net assets
resulting from operations                                    $ 187,108            $ 261,882           $856,548
                                                             =========            =========           ========
See accompanying notes to financial statements.


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account
Statements of Operations (continued)                                                   Year ended Dec. 31, 1998

                                                                           Segregated Asset Subaccounts

Investment Income                                                  EMS                 ESI                ESB       
<S>                                                             <C>                <C>                 <C>          
Dividend income from mutual funds and portfolios                $ 30,212           $ 415,320           $ 84,155     
Expenses:
Mortality and expense risk fee                                     7,605              68,547             18,396     
Administrative charge                                                912               8,226              2,207     
                                                                     ---               -----              -----     
Total expenses                                                     8,517              76,773             20,603     
                                                                   -----              ------             ------     
Investment income (loss) - net                                    21,695             338,547             63,552     
                                                                  ------             -------             ------     

Realized and unrealized gain (loss) 
on investments - net

Realized gain (loss) on sales of investments 
in mutual funds and portfolios:
Proceeds from sales                                              967,780              86,664             43,264     
Cost of investments sold                                         967,779              89,531             41,803     
Net realized gain (loss) on investments                                1              (2,867)             1,461     
Net change in unrealized appreciation or
depreciation of investments                                            3            (378,318)           484,609     
                                                                       -            --------            -------     
Net gain (loss) on investments                                         4            (381,185)           486,070     
                                                                       -            --------            -------     
Net increase (decrease) in net assets
resulting from operations                                       $ 21,699           $ (42,638)          $549,622     
                                                                ========           =========           ========     

Investment Income                                                  EWG                 EEQ               EMD
Dividend income from mutual funds and portfolios                $ 48,794             $ 8,308          $ 321,436
Expenses:
Mortality and expense risk fee                                    13,834               7,920            126,642
Administrative charge                                              1,660                 950             15,197
                                                                   -----                 ---             ------
Total expenses                                                    15,494               8,870            141,839
                                                                  ------               -----            -------
Investment income (loss) - net                                    33,300                (562)           179,597
                                                                  ------                ----            -------

Realized and unrealized gain (loss) 
on investments - net

Realized gain (loss) on sales of investments 
in mutual funds and portfolios:
Proceeds from sales                                               45,043              20,230            434,268
Cost of investments sold                                          32,458              21,528            382,221
                                                                  ------              ------            -------
Net realized gain (loss) on investments                           12,585              (1,298)            52,047
Net change in unrealized appreciation or
depreciation of investments                                      115,011              26,311            162,352
                                                                 -------              ------            -------
Net gain (loss) on investments                                   127,596              25,013            214,399
                                                                 -------              ------            -------
Net increase (decrease) in net assets
resulting from operations                                       $160,896            $ 24,451          $ 393,996
                                                                ========            ========          =========
See accompanying notes to financial statements.


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Operations (continued)                                                     Year ended Dec. 31, 1998

                                                                              Segregated Asset Subaccounts

Investment Income                                                     ESC                EUS                 EGR     
<S>                                                                 <C>               <C>                 <C>        
Dividend income from mutual funds and portfolios                    $ 7,123           $236,931            $ 22,257   
Expenses:
Mortality and expense risk fee                                        8,041             43,871              12,944   
Administrative charge                                                   965              5,265               1,553   
                                                                        ---              -----               -----   
Total expenses                                                        9,006             49,136              14,497   
                                                                      -----             ------              ------   
Investment income (loss) - net                                       (1,883)           187,795               7,760   
                                                                     ------            -------               -----   

Realized and unrealized gain (loss) 
on investments - net

Realized gain (loss) on sales of investments 
in mutual funds and portfolios:
Proceeds from sales                                                  12,668            155,961              35,950   
Cost of investments sold                                             13,669            152,365              41,795   
                                                                     ------            -------              ------   
Net realized gain (loss) on investments                              (1,001)             3,596              (5,845)  
Net change in unrealized appreciation or
depreciation of investments                                         (85,769)            35,291             250,221   
                                                                    -------             ------             -------   
Net gain (loss) on investments                                      (86,770)            38,887             244,376   
                                                                    -------             ------             -------   
Net increase (decrease) in net assets
resulting from operations                                         $ (88,653)          $226,682            $252,136   
                                                                  =========           ========            ========   

Investment Income                                                     EHI                EDI                  EPD*
Dividend income from mutual funds and portfolios                   $ 10,518          $ 295,632                 $ -
Expenses:
Mortality and expense risk fee                                       11,925             76,237                 420
Administrative charge                                                 1,431              9,149                  50
                                                                      -----              -----                  --
Total expenses                                                       13,356             85,386                 470
                                                                     ------             ------                 ---
Investment income (loss) - net                                       (2,838)           210,246                (470)
                                                                     ------            -------                ---- 

Realized and unrealized gain (loss) 
on investments - net

Realized gain (loss) on sales of investments 
in mutual funds and portfolios:
Proceeds from sales                                                  44,461            251,010               2,006
Cost of investments sold                                             46,912            264,273               1,987
                                                                     ------            -------               -----
Net realized gain (loss) on investments                              (2,451)           (13,263)                 19
Net change in unrealized appreciation or
depreciation of investments                                         (33,388)          (445,119)              3,196
                                                                    -------           --------               -----
Net gain (loss) on investments                                      (35,839)          (458,382)              3,215
                                                                    -------           --------               -----
Net increase (decrease) in net assets
resulting from operations                                         $ (38,677)         $(248,136)            $ 2,745
                                                                  =========          =========             =======
*For the period Oct. 5, 1998 (commencement of operations) to Dec. 31, 1998.
See accompanying notes to financial statements.


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Operations (continued)                                                                 Year ended Dec. 31, 1998

                                                                                 Segregated Asset Subaccounts                       
                                                                                                                                  
Investment Income                                               EGI                EPG*              EHY               EPH*         
<S>                                                          <C>                     <C>          <C>                     <C>       
Dividend income from mutual funds and portfolios             $1,807,943              $ -          $ 355,346               $ -       
Expenses:
Mortality and expense risk fee                                  199,077              367             56,225               159       
Administrative charge                                            23,889               44              6,747                19       
                                                                 ------               --              -----                --       
Total expenses                                                  222,966              411             62,972               178       
                                                                -------              ---             ------               ---       
Investment income (loss) - net                                1,584,977             (411)           292,374              (178)      
                                                              ---------             ----            -------              ----       

Realized and unrealized gain (loss) 
on investments - net

Realized gain (loss) on sales of investments 
in mutual funds and portfolios :
Proceeds from sales                                             612,478                -            274,195             7,010       
Cost of investments sold                                        561,083                -            286,387             6,826       
                                                                -------           ------            -------             -----       
Net realized gain (loss) on investments                          51,395                -            (12,192)              184       
Net change in unrealized appreciation or
depreciation of investments                                     430,830           12,839           (714,913)            1,625       
                                                                -------           ------           --------             -----       
Net gain (loss) on investments                                  482,225           12,839           (727,105)            1,809       
                                                                -------           ------           --------             -----       
Net increase (decrease) in net assets
resulting from operations                                    $2,067,202          $12,428          $(434,731)          $ 1,631       
                                                             ==========          =======          =========           =======       

                                                                                                    Combined
                                                                                                    Variable
Investment Income                                                ENO                 EPV*            Account
Dividend income from mutual funds and portfolios              $ 134,478              $ -         $ 5,974,793
Expenses:
Mortality and expense risk fee                                  130,471              210           1,117,424
Administrative charge                                            15,656               25             134,089
                                                                 ------               --             -------
Total expenses                                                  146,127              235           1,251,513
                                                                -------              ---           ---------
Investment income (loss) - net                                  (11,649)            (235)          4,723,280
                                                                -------             ----           ---------

Realized and unrealized gain (loss) 
on investments - net

Realized gain (loss) on sales of investments 
in mutual funds and portfolios :
Proceeds from sales                                             599,790                -           4,683,322
Cost of investments sold                                        486,575                -           4,537,911
                                                                -------             ----           ---------
Net realized gain (loss) on investments                         113,215                -             145,411
Net change in unrealized appreciation or
depreciation of investments                                   2,107,898           19,312           3,286,671
                                                              ---------           ------           ---------
Net gain (loss) on investments                                2,221,113           19,312           3,432,082
                                                              ---------           ------           ---------
Net increase (decrease) in net assets
resulting from operations                                   $ 2,209,464          $19,077         $ 8,155,362
                                                            ===========          =======         ===========
*For the period Oct. 5, 1998 (commencement of operations) to Dec. 31, 1998.
See accompanying notes to financial statements.


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Changes in Net Assets                                               Year ended Dec. 31, 1998

                                                                       Segregated Asset Subaccounts

Operations                                                     EGN                EIN                 EVA           
<S>                                                         <C>                   <C>              <C>              
Investment income (loss) - net                              $ 22,668              $ 588            $ 90,940         
Net realized gain (loss) on investments                       (1,876)              (596)                478         
Net change in unrealized appreciation or
depreciation of investments                                  407,899             23,090             262,764         
                                                             -------             ------             -------         
Net increase (decrease) in net assets
resulting from operations                                    428,691             23,082             354,182         
                                                             =======             ======             =======         

Contract transactions
Contract purchase payments                                 2,294,919            871,262           1,616,894         
Net transfers**                                              507,185             73,375             381,890         
Annuity payments                                                   -                  -                   -         
Contract terminations:
Surrender benefits and contract charges                      (50,440)           (20,202)            (25,796)        
Death benefits                                                (8,537)            (1,868)             (5,952)        
                                                              ------             ------              ------         
Increase (decrease) from contract transactions             2,743,127            922,567           1,967,036         
                                                           ---------            -------           ---------         
Net assets at beginning of year                               71,290             58,546              67,757         
                                                              ------             ------              ------         
Net assets at end of year                                 $3,243,108         $1,004,195          $2,388,975         
                                                          ==========         ==========          ==========         

Accumulation unit activity
Units outstanding at beginning of year                        69,062             57,468              65,875         
Contracts purchase payments                                2,053,004            768,632           1,418,576         
Net transfers**                                              446,157             65,124             327,920         
Contract terminations:
Surrender benefits and contract charges                      (65,823)           (24,010)            (28,544)        
Death benefits                                                (7,218)            (1,658)             (4,926)        
                                                              ------             ------              ------         
Units outstanding at end of year                           2,495,182            865,556           1,778,901         
                                                           =========            =======           =========         

Operations                                                      EIG*              EVL*               ELA
Investment income (loss) - net                                 $ 414             $ (270)             14,891
Net realized gain (loss) on investments                            -                  -             (32,553)
Net change in unrealized appreciation or
depreciation of investments                                   11,271              2,047            (577,580)
                                                              ------              -----            -------- 
Net increase (decrease) in net assets
resulting from operations                                     11,685              1,777            (595,242)
                                                              ======              =====            ======== 

Contract transactions
Contract purchase payments                                   145,432            168,873              41,586
Net transfers**                                               13,994              5,985             160,481
Annuity payments                                                   -                  -                   -
Contract terminations:
Surrender benefits and contract charges                          (20)               (20)            (90,507)
Death benefits                                                     -                  -              (3,746)
                                                               -----              -----              ------ 
Increase (decrease) from contract transactions               159,406            174,838             107,814
                                                             -------            -------             -------
Net assets at beginning of year                                    -                  -           1,347,419
                                                             -------            -------           ---------
Net assets at end of year                                  $ 171,091          $ 176,615           $ 859,991
                                                           =========          =========           =========

Accumulation unit activity
Units outstanding at beginning of year                             -                  -           1,004,189
Contracts purchase payments                                  125,200            151,797              37,021
Net transfers**                                               11,668              5,387             166,167
Contract terminations:
Surrender benefits and contract charges                         (100)              (106)            (89,384)
Death benefits                                                     -                  -              (2,950)
                                                               -----              -----              ------ 
Units outstanding at end of year                             136,768            157,078           1,115,043

*For the period Oct. 5, 1998 (commencement of operations) to Dec. 31, 1998.
**Includes transfer activity from (to) other subaccounts and transfers from (to)
American  Enterprise Life's fixed account.  
See accompanying  notes to financial statements.


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Changes in Net Assets (continued)                                           Year ended Dec. 31, 1998

                                                                             Segregated Asset Subaccounts

Operations                                                          EPA                 EAG                  ECR         
<S>                                                              <C>                 <C>                 <C>             
Investment income (loss) - net                                   $ 11,788            $ 291,638           $ 598,178       
Net realized gain (loss) on investments                           (65,845)               9,024              31,856       
Net change in unrealized appreciation or
depreciation of investments                                       (73,104)            (224,339)            957,259       
                                                                  -------             --------             -------       
Net increase (decrease) in net assets
resulting from operations                                        (127,161)              76,323           1,587,293       
                                                                 --------               ------           ---------       

Contract transactions
Contract purchase payments                                         39,493            1,944,651           3,114,006       
Net transfers*                                                    367,634               11,902            (245,243)      
Annuity payments                                                        -                 (343)               (385)      
Contract terminations:
Surrender benefits and contract charges                           (88,956)            (292,481)           (529,563)      
Death benefits                                                     (2,828)             (13,088)            (21,950)      
                                                                   ------              -------             -------       
Increase (decrease) from contract transactions                    315,343            1,650,641           2,316,865       
                                                                  -------            ---------           ---------       
Net assets at beginning of year                                   782,584            3,969,869           5,940,965       
                                                                  -------            ---------           ---------       
Net assets at end of year                                        $970,766           $5,696,833          $9,845,123       
                                                                 ========           ==========          ==========       

Accumulation unit activity
Units outstanding at beginning of year                            979,513            2,434,211           3,812,754       
Contracts purchase payments                                        56,556            1,189,822           1,848,700       
Net transfers*                                                    543,274               27,517            (146,994)      
Contract terminations:
Surrender benefits and contract charges                          (133,733)            (191,090)           (338,414)      
Death benefits                                                     (3,816)              (7,562)            (12,861)      
                                                                   ------               ------             -------       
Units outstanding at end of year                                1,441,794            3,452,898           5,163,185       
                                                                =========            =========           =========       


Operations                                                          EGD                  EIE                 EMG
Investment income (loss) - net                                   $ (4,574)               $ 565           $794,837
Net realized gain (loss) on investments                               758                2,233              6,346
Net change in unrealized appreciation or
depreciation of investments                                       190,924              259,084             55,365
                                                                  -------              -------             ------
Net increase (decrease) in net assets
resulting from operations                                         187,108              261,882            856,548
                                                                  =======              =======            =======

Contract transactions
Contract purchase payments                                      1,111,110              930,453          3,376,704
Net transfers*                                                    126,930              321,751            (21,220)
Annuity payments                                                        -                 (337)              (118)
Contract terminations:
Surrender benefits and contract charges                           (25,802)            (132,893)          (335,067)
Death benefits                                                     (5,911)              (6,075)           (25,390)
                                                                   ------               ------            ------- 
Increase (decrease) from contract transactions                  1,206,327            1,112,899          2,994,909
                                                                ---------            ---------          ---------
Net assets at beginning of year                                    72,048            1,806,397          4,712,728
                                                                   ------            ---------          ---------
Net assets at end of year                                     $ 1,465,483          $ 3,181,178         $8,564,185
                                                              ===========          ===========         ==========

Accumulation unit activity
Units outstanding at beginning of year                             68,572            1,413,420          2,944,208
Contracts purchase payments                                       965,321              650,786          2,000,537
Net transfers*                                                    108,613              223,131            (16,062)
Contract terminations:
Surrender benefits and contract charges                           (29,255)            (101,940)          (229,369)
Death benefits                                                     (4,928)              (4,205)           (14,848)
                                                                   ------               ------            ------- 
Units outstanding at end of year                                1,108,323            2,181,192          4,684,466
                                                                =========            =========          =========

*Includes  transfer activity from (to) other subaccounts and transfers from (to)
American  Enterprise Life's fixed account.  
See accompanying  notes to financial statements.


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Changes in Net Assets (continued)                                       Year ended Dec. 31, 1998

                                                                          Segregated Asset Subaccounts

Operations                                                        EMS                ESI                 ESB        
<S>                                                            <C>                <C>                 <C>           
Investment income (loss) - net                                 $ 21,695           $ 338,547           $ 63,552      
Net realized gain (loss) on investments                               1              (2,867)             1,461      
Net change in unrealized appreciation or
depreciation of investments                                           3            (378,318)           484,609      
                                                                      -            --------            -------      
Net increase (decrease) in net assets
resulting from operations                                        21,699             (42,638)           549,622      
                                                                 ======             =======            =======      

Contract transactions
Contract purchase payments                                      691,275           4,304,628          2,339,421      
Net transfers*                                                  (85,043)            243,040            716,240      
Annuity payments                                                      -                 (74)                 -      
Contract terminations:
Surrender benefits and contract charges                         (28,396)           (297,229)           (50,428)     
Death benefits                                                        -             (28,304)            (3,329)     
                                                                 ------             -------             ------      
Increase (decrease) from contract transactions                  577,836           4,222,061          3,001,904      
                                                                -------           ---------          ---------      
Net assets at beginning of year                                 259,265           3,374,186             70,780      
                                                                -------           ---------             ------      
Net assets at end of year                                     $ 858,800         $ 7,553,609         $3,622,306      
                                                              =========         ===========         ==========      

Accumulation unit activity
Units outstanding at beginning of year                          231,256           2,543,718             69,342      
Contracts purchase payments                                     635,551           3,245,320          2,055,777      
Net transfers*                                                  (79,775)            183,324            627,096      
Contract terminations:
Surrender benefits and contract charges                         (37,731)           (262,248)           (69,868)     
Death benefits                                                        -             (21,199)            (2,682)     
                                                                  -----             -------             ------      
Units outstanding at end of year                                749,301           5,688,915          2,679,665      
                                                                =======           =========          =========      


Operations                                                        EWG                 EEQ               EMD
Investment income (loss) - net                                 $ 33,300              $ (562)         $ 179,597
Net realized gain (loss) on investments                          12,585              (1,298)            52,047
Net change in unrealized appreciation or
depreciation of investments                                     115,011              26,311            162,352
                                                                -------              ------            -------
Net increase (decrease) in net assets
resulting from operations                                       160,896              24,451            393,996
                                                                =======              ======            =======

Contract transactions
Contract purchase payments                                    1,373,607           1,090,988          3,841,529
Net transfers*                                                  674,282             100,577            (56,698)
Annuity payments                                                      -                   -               (398)
Contract terminations:
Surrender benefits and contract charges                         (23,615)            (25,944)          (574,790)
Death benefits                                                   (5,400)             (2,161)           (29,195)
                                                                 ------              ------            ------- 
Increase (decrease) from contract transactions                2,018,874           1,163,460          3,180,448
                                                              ---------           ---------          ---------
Net assets at beginning of year                                  63,395              67,197          7,890,348
                                                                 ------              ------          ---------
Net assets at end of year                                    $2,243,165          $1,255,108        $11,464,792
                                                             ==========          ==========        ===========

Accumulation unit activity
Units outstanding at beginning of year                           61,836              62,532          4,133,891
Contracts purchase payments                                   1,137,667             948,058          1,900,213
Net transfers*                                                  556,795              86,550            (26,926)
Contract terminations:
Surrender benefits and contract charges                         (30,825)            (36,464)          (306,457)
Death benefits                                                   (4,466)             (1,908)           (14,411)
                                                                 ------              ------            ------- 
Units outstanding at end of year                              1,721,007           1,058,768          5,686,310
                                                              =========           =========          =========

*Includes  transfer activity from (to) other subaccounts and transfers from (to)
American  Enterprise Life's fixed account.  
See accompanying  notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Changes in Net Assets (continued)                                            Year ended Dec. 31, 1998

                                                                               Segregated Asset Subaccounts

Operations                                                              ESC                EUS                 EGR             
<S>                                                                 <C>                <C>                  <C>         
Investment income (loss) - net                                      $ (1,883)          $187,795             $ 7,760     
Net realized gain (loss) on investments                               (1,001)             3,596              (5,845)    
Net change in unrealized appreciation or
depreciation of investments                                          (85,769)            35,291             250,221     
                                                                     -------             ------             -------     
Net increase (decrease) in net assets
resulting from operations                                            (88,653)           226,682             252,136     
                                                                     =======            =======             =======     

Contract transactions
Contract purchase payments                                         1,212,619          1,445,321           1,765,902     
Net transfers**                                                       98,518            411,022             262,936     
Annuity payments                                                           -               (712)                  -     
Contract terminations:
Surrender benefits and contract charges                              (27,460)          (221,642)            (28,552)    
Death benefits                                                        (1,781)           (30,268)             (2,287)    
                                                                      ------            -------              ------     
Increase (decrease) from contract transactions                     1,281,896          1,603,721           1,997,999     
                                                                   ---------          ---------           ---------     
Net assets at beginning of year                                       87,669          2,633,824              67,787     
                                                                      ------          ---------              ------     
Net assets at end of year                                         $1,280,912         $4,464,227          $2,317,922     
                                                                  ==========         ==========          ==========     

Accumulation unit activity
Units outstanding at beginning of year                                86,771          2,252,972              66,744     
Contracts purchase payments                                        1,258,910          1,226,423           1,614,977     
Net transfers**                                                      108,531            335,204             230,326     
Contract terminations:
Surrender benefits and contract charges                              (38,822)          (204,011)            (43,427)    
Death benefits                                                        (2,084)           (25,387)             (2,017)    
                                                                      ------            -------              ------     
Units outstanding at end of year                                   1,413,306          3,585,201           1,866,603     
                                                                   =========          =========           =========     


Operations                                                             EHI                EDI                  EPD*
Investment income (loss) - net                                      $ (2,838)         $ 210,246              $ (470)
Net realized gain (loss) on investments                               (2,451)           (13,263)                 19
Net change in unrealized appreciation or
depreciation of investments                                          (33,388)          (445,119)              3,196
                                                                     -------           --------               -----
Net increase (decrease) in net assets
resulting from operations                                            (38,677)          (248,136)              2,745
                                                                     =======           ========               =====

Contract transactions
Contract purchase payments                                         1,704,341          3,896,228             317,874
Net transfers**                                                      481,070            204,479              24,457
Annuity payments                                                           -                  -                   -
Contract terminations:
Surrender benefits and contract charges                              (26,820)          (372,930)                (71)
Death benefits                                                        (6,846)           (26,715)                  -
                                                                      ------            -------               -----
Increase (decrease) from contract transactions                     2,151,745          3,701,062             342,260
                                                                   ---------          ---------             -------
Net assets at beginning of year                                       78,003          4,107,979                   -
                                                                      ------          ---------             -------
Net assets at end of year                                         $2,191,071         $7,560,905           $ 345,005
                                                                  ==========         ==========           =========

Accumulation unit activity
Units outstanding at beginning of year                                76,928          3,150,958                   -
Contracts purchase payments                                        1,670,612          3,003,542             320,558
Net transfers**                                                      488,656            154,556              24,493
Contract terminations:
Surrender benefits and contract charges                              (44,629)          (325,760)               (767)
Death benefits                                                        (6,844)           (20,493)                  -
                                                                      ------            -------               -----
Units outstanding at end of year                                   2,184,723          5,962,803             344,284
                                                                   =========          =========             =======

*For the period Oct. 5, 1998 (commencement of operations) to Dec. 31, 1998.
**Includes transfer activity from (to) other subaccounts and transfers from (to)
American  Enterprise Life's fixed account.  
See accompanying  notes to financial statements.


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Changes in Net Assets (continued)                                                   Year ended Dec. 31, 1998

                                                                             Segregated Asset Subaccounts                           
                                                                                                                                 
Operations                                                    EGI                EPG*              EHY               EPH*           
<S>                                                       <C>                  <C>             <C>                  <C>             
Investment income (loss) - net                            $1,584,977           $ (411)         $ 292,374            $ (178)         
Net realized gain (loss) on investments                       51,395                -            (12,192)              184          
Net change in unrealized appreciation or
depreciation of investments                                  430,830           12,839           (714,913)            1,625          
                                                             -------           ------           --------             -----          
Net increase (decrease) in net assets
resulting from operations                                  2,067,202           12,428           (434,731)            1,631          
                                                           =========           ======           ========             =====          

Contract transactions
Contract purchase payments                                 6,003,340          217,969          2,388,156           123,989          
Net transfers**                                              336,195           53,032            126,428             5,437          
Annuity payments                                                (443)               -               (329)                -          
Contract terminations:
Surrender benefits and contract charges                     (918,096)          (1,298)          (271,971)              (30)         
Death benefits                                               (23,141)               -            (25,120)                -          
                                                             -------            -----            -------             -----
Increase (decrease) from contract transactions             5,397,855          269,703          2,217,164           129,396          
                                                           ---------          -------          ---------           -------          
                                                                                                                                    
Net assets at beginning of year                           12,113,393                -          3,317,498                 -          
                                                          ----------           ------          ---------             -----
Net assets at end of year                                $19,578,450         $282,131         $5,099,931         $ 131,027          
                                                         ===========         ========         ==========         =========          

Accumulation unit activity
Units outstanding at beginning of year                     6,452,046                -          2,321,011                 -          
Contracts purchase payments                                3,037,405          194,565          1,659,150           124,704          
Net transfers**                                              176,523           45,511             98,646             5,393          
Contract terminations:
Surrender benefits and contract charges                     (492,893)          (1,183)          (215,599)             (276)         
Death benefits                                               (12,320)               -            (17,551)                -          
                                                             -------            -----            -------             -----
Units outstanding at end of year                           9,160,761          238,893          3,845,657           129,821          
                                                           =========          =======          =========           =======          


Operations                                                    ENO                 EPV*           Account
Investment income (loss) - net                             $ (11,649)          $ (235)       $ 4,723,280
Net realized gain (loss) on investments                      113,215                -            145,411
Net change in unrealized appreciation or
depreciation of investments                                2,107,898           19,312          3,286,671
                                                           ---------           ------          ---------
Net increase (decrease) in net assets
resulting from operations                                  2,209,464           19,077          8,155,362
                                                           =========           ======          =========

Contract transactions
Contract purchase payments                                 3,248,421          133,430         51,754,421
Net transfers**                                             (206,315)          19,349          5,113,670
Annuity payments                                                 (27)               -             (3,166)
Contract terminations:
Surrender benefits and contract charges                     (563,223)          (1,223)        (5,025,465)
Death benefits                                               (24,012)               -           (303,904)
                                                             -------            -----           -------- 
Increase (decrease) from contract transactions             2,454,844          151,556         51,535,556
                                                           ---------          -------         ----------
                                                                                      
Net assets at beginning of year                            8,398,612                -         61,359,539
                                                           ---------           ------         ----------
Net assets at end of year                                $13,062,920         $170,633      $ 121,050,457
                                                         ===========         ========      =============

Accumulation unit activity
Units outstanding at beginning of year                     4,575,051                -
Contracts purchase payments                                1,636,811          110,435
Net transfers**                                              (95,440)          15,147
Contract terminations:
Surrender benefits and contract charges                     (306,558)          (1,019)
Death benefits                                               (11,714)               -
                                                             -------           ------
Units outstanding at end of year                           5,798,150          124,563
                                                           =========          =======

*For the period Oct. 5, 1998 (commencement of operations) to Dec. 31, 1998.
**Includes transfer activity from (to) other subaccounts and transfers from (to)
American  Enterprise Life's fixed account.  
See accompanying  notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

                                                                                                                                    
Statements of Changes in Net Assets                                           Year ended Dec. 31, 1997

                                                                     Segregated Asset Subaccount
Operations                                                       EGN*             EIN*            EVA*             
<S>                                                              <C>             <C>           <C>           
Investment income (loss) - net                                   $ (6)           $ 660         $ 1,408       
Net realized gain (loss) on investments                             -                -               -       
Net change in unrealized appreciation or
depreciation of investments                                       714             (310)           (991)      
                                                                  ---             ----            ----       
Net increase (decrease) in net assets
resulting from operations                                         708              350             417       
                                                                  ===              ===             ===       

Contract transactions
Contract purchase payments                                     70,582           58,196          66,156       
Net transfers**                                                     -                -           1,184       
Annuity payments                                                    -                -               -       
Contract terminations:
Surrender benefits and contract charges                             -                -               -       
Death benefits                                                      -                -               -       
                                                                -----            -----           -----
Increase (decrease) from contract transactions                 70,582           58,196          67,340       
                                                               ------           ------          ------       
Net assets at beginning of year                                     -                -               -       
                                                               ------           ------          ------
Net assets at end of year                                    $ 71,290         $ 58,546        $ 67,757       
                                                             ========         ========        ========       

Accumulation unit activity
Units outstanding at beginning of year                              -                -               -       
Contract purchase payments                                     69,062           57,468          64,716       
Net transfers**                                                     -                -           1,159       
Contract terminations:                                                                                       
Surrender benefits  and contract charges                            -                -               -       
Death benefits                                                      -                -               -       
                                                                -----            -----           -----
Units outstanding at end of year                               69,062           57,468          65,875       
                                                               ======           ======          ======       


Operations                                                      ELA              EPA              EAG
Investment income (loss) - net                              $ (16,595)        $ (2,559)        $291,712
Net realized gain (loss) on investments                        10,752            8,365            5,719
Net change in unrealized appreciation or
depreciation of investments                                   102,825         (477,894)          52,964
                                                              -------         --------           ------
Net increase (decrease) in net assets
resulting from operations                                      96,982         (472,088)         350,395
                                                               ======         ========          =======

Contract transactions
Contract purchase payments                                    524,916          521,520        1,753,076
Net transfers**                                                20,467           50,856          110,988
Annuity payments                                                    -                -             (140)
Contract terminations:
Surrender benefits and contract charges                       (81,703)         (45,870)        (182,947)
Death benefits                                                 (1,371)          (1,252)          (3,235)
                                                               ------           ------           ------ 
Increase (decrease) from contract transactions                462,309          525,254        1,677,742
                                                              -------          -------        ---------
Net assets at beginning of year                               788,128          729,418        1,941,732
                                                              -------          -------        ---------
Net assets at end of year                                  $1,347,419         $782,584       $3,969,869
                                                           ==========         ========       ==========

Accumulation unit activity
Units outstanding at beginning of year                        663,497          530,176        1,323,955
Contract purchase payments                                    387,161          410,360        1,158,663
Net transfers**                                                16,318           79,558           75,131
Contract terminations:                                                                  
Surrender benefits  and contract charges                      (61,787)         (39,670)        (121,302)
Death benefits                                                 (1,000)            (911)          (2,236)
                                                               ------             ----           ------ 
Units outstanding at end of year                            1,004,189          979,513        2,434,211
                                                            =========          =======        =========

*For the period Oct. 30, 1997 (commencement of operations) to Dec. 31, 1997.
**Includes transfer activity from (to) other subaccounts and transfers (from) to
American   Enterprise  Life  for  conversion   from  (to)  fixed  account.   
See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Changes in Net Assets (continued)                                        Year ended Dec. 31, 1997

                                                                          Segregated Asset Subaccount
Operations                                                           ECR               EGD*               EIE              
<S>                                                              <C>                 <C>               <C>          
Investment income (loss) - net                                   $ 89,908            $ (27)            $ 34,998     
Net realized gain (loss) on investments                             8,855                -                1,875     
Net change in unrealized appreciation or
depreciation of investments                                       780,121            1,378              (56,555)    
                                                                  -------            -----              -------     
Net increase (decrease) in net assets
resulting from operations                                         878,884            1,351              (19,682)    
                                                                  =======            =====              =======     

Contract transactions
Contract purchase payments                                      2,409,335           70,697              978,359     
Net transfers* *                                                  (33,041)               -               62,561     
Annuity payments                                                     (138)               -                 (133)    
Contract terminations:
Surrender benefits and contract charges                          (297,350)               -              (63,562)    
Death benefits                                                     (5,701)               -               (1,267)    
                                                                   ------           ------               ------     
Increase (decrease) from contract transactions                  2,073,105           70,697              975,958     
                                                                ---------           ------              -------     
Net assets at beginning of year                                 2,988,976                -              850,121     
                                                                ---------           ------              -------     
Net assets at end of year                                      $5,940,965         $ 72,048           $1,806,397     
                                                               ==========         ========           ==========     

Accumulation unit activity
Units outstanding at beginning of year                          2,350,045                -              675,237     
Contract purchase payments                                      1,696,748           68,572              746,548     
Net transfers**                                                   (18,567)               -               44,803     
Contract terminations:                                                                                              
Surrender benefits and contract charges                          (211,339)               -              (52,181)    
Death benefits                                                     (4,133)               -                 (987)    
                                                                   ------            -----                 ----     
Units outstanding at end of year                                3,812,754           68,572            1,413,420     
                                                                =========           ======            =========     



Operations                                                         EMG               EMS                ESI
Investment income (loss) - net                                   $375,811         $ 10,527            $ 206,530
Net realized gain (loss) on investments                             9,422                -                  956
Net change in unrealized appreciation or
depreciation of investments                                       110,879               (2)             (31,454)
                                                                  -------               --              ------- 
Net increase (decrease) in net assets
resulting from operations                                         496,112           10,525              176,032
                                                                  =======           ======              =======

Contract transactions
Contract purchase payments                                      2,390,284          327,812            1,670,135
Net transfers* *                                                  (72,853)        (234,808)             (29,630)
Annuity payments                                                        -                -                    -
Contract terminations:
Surrender benefits and contract charges                          (192,773)        (100,987)            (139,046)
Death benefits                                                     (7,254)               -               (6,105)
                                                                   ------            -----               ------ 
Increase (decrease) from contract transactions                  2,117,404           (7,983)           1,495,354
                                                                ---------           ------            ---------
Net assets at beginning of year                                 2,099,212          256,723            1,702,800
                                                                ---------          -------            ---------
Net assets at end of year                                      $4,712,728        $ 259,265          $ 3,374,186
                                                               ==========        =========          ===========

Accumulation unit activity
Units outstanding at beginning of year                          1,545,535          240,823            1,377,190
Contract purchase payments                                      1,581,579          302,938            1,304,174
Net transfers**                                                   (49,221)        (215,723)             (24,030)
Contract terminations:                                                                      
Surrender benefits and contract charges                          (128,743)         (96,782)            (108,787)
Death benefits                                                     (4,942)               -               (4,829)
                                                                   ------           ------               ------ 
Units outstanding at end of year                                2,944,208          231,256            2,543,718
                                                                =========          =======            =========

*For the period Oct. 30, 1997 (commencement of operations) to Dec. 31, 1997.
**Includes transfer activity from (to) other subaccounts and transfers (from) to
American   Enterprise  Life  for  conversion   from  (to)  fixed  account.   
See accompanying notes to financial statements.


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Changes in Net Assets (continued)                                    Year ended Dec. 31, 1997

                                                                           Segregated Asset Subaccount

Operations                                                            ESB*            EWG*             EEQ*     
<S>                                                                  <C>              <C>             <C>       
Investment income (loss) - net                                       $ 531            $ 78            $ (61)    
Net realized gain (loss) on investments                                  -               -                -     
Net change in unrealized appreciation or
depreciation of investments                                            415             890            1,774     
                                                                       ---             ---            -----     
Net increase (decrease) in net assets
resulting from operations                                              946             968            1,713     
                                                                       ===             ===            =====     

Contract transactions
Contract purchase payments                                          69,834          59,091           65,484     
Net transfers**                                                          -           3,336                -     
Annuity payments                                                         -               -                -     
Contract terminations:
Surrender benefits and contract charges                                  -               -                -     
Death benefits                                                           -               -                -     
                                                                     -----           -----            -----
Increase (decrease) from contract transactions                      69,834          62,427           65,484     
                                                                    ------          ------           ------     
Net assets at beginning of year                                          -               -                -     
                                                                    ------          ------           ------
Net assets at end of year                                         $ 70,780        $ 63,395         $ 67,197     
                                                                  ========        ========         ========     

Accumulation unit activity
Units outstanding at beginning of year                                   -               -                -     
Contract purchase payments                                          69,342          58,509           62,532     
Net transfers**                                                          -           3,327                -     
Contract terminations:                                                                                          
Surrender benefits and contract charges                                  -               -                -     
Death benefits                                                           -               -                -     
                                                                     -----           -----            -----
Units outstanding at end of year                                    69,342          61,836           62,532     
                                                                    ======          ======           ======     


Operations                                                          EMD               ESC*            EUS
Investment income (loss) - net                                   $ 109,574           $ (80)        $ 84,396
Net realized gain (loss) on investments                            177,525               -             (713)
Net change in unrealized appreciation or
depreciation of investments                                        813,585           1,403           34,690
                                                                   -------           -----           ------
Net increase (decrease) in net assets
resulting from operations                                        1,100,684           1,323          118,373
                                                                 =========           =====          =======

Contract transactions
Contract purchase payments                                       3,105,291          86,346        1,258,037
Net transfers**                                                    106,370               -           45,942
Annuity payments                                                      (139)              -             (280)
Contract terminations:
Surrender benefits and contract charges                           (309,146)              -         (161,220)
Death benefits                                                      (7,479)              -           (9,210)
                                                                    ------           -----           ------ 
Increase (decrease) from contract transactions                   2,894,897          86,346        1,133,269
                                                                 ---------          ------        ---------
Net assets at beginning of year                                  3,894,767               -        1,382,182
                                                                 ---------          ------        ---------
Net assets at end of year                                       $7,890,348        $ 87,669       $2,633,824
                                                                ==========        ========       ==========

Accumulation unit activity
Units outstanding at beginning of year                           2,462,112               -        1,252,181
Contract purchase payments                                       1,773,647          86,771        1,120,325
Net transfers**                                                     58,720               -           39,842
Contract terminations:                                                                      
Surrender benefits and contract charges                           (156,347)              -         (151,142)
Death benefits                                                      (4,241)              -           (8,234)
                                                                    ------           -----           ------ 
Units outstanding at end of year                                 4,133,891          86,771        2,252,972
                                                                 =========          ======        =========

*For the period Oct. 30, 1997 (commencement of operations) to Dec. 31, 1997.
**Includes transfer activity from (to) other subaccounts and transfers (from) to
American   Enterprise  Life  for  conversion   from  (to)  fixed  account.   
See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

                                                                                                                               
Statements of Changes in Net Assets (continued)                                             Year ended Dec. 31, 1997
                                                                                                                           
                                                                    Segregated Asset Subaccount                                     

Operations                                           EGR*            EHI*               EDI                   EGI         
<S>                                                 <C>           <C>                <C>                   <C>            
Investment income (loss) - net                      $ (61)        $ 1,031            $ 129,300             $ 369,097      
Net realized gain (loss) on investments                 -               -                1,155                18,759      
Net change in unrealized appreciation or
depreciation of investments                           522            (604)              63,866             1,259,777      
                                                      ---            ----               ------             ---------      
Net increase (decrease) in net assets
resulting from operations                             461             427              194,321             1,647,633      
                                                      ===             ===              =======             =========      

Contract transactions
Contract purchase payments                         67,326          77,576            1,907,829             5,025,579      
Net transfers**                                         -               -              (41,214)              294,386      
Annuity payments                                        -               -                    -                  (139)     
Contract terminations:
Surrender benefits and contract charges                 -               -             (193,089)             (449,047)     
Death benefits                                          -               -               (6,062)               (5,970)     
                                                    -----           -----               ------                ------      
Increase (decrease) from contract transactions     67,326          77,576            1,667,464             4,864,809      
                                                   ------          ------            ---------             ---------      
Net assets at beginning of year                         -               -            2,246,194             5,600,951      
                                                    -----           -----            ---------             ---------      
Net assets at end of year                        $ 67,787        $ 78,003           $4,107,979          $ 12,113,393      
                                                 ========        ========           ==========          ============      

Accumulation unit activity
Units outstanding at beginning of year                  -               -            1,824,245             3,655,312      
Contract purchase payments                         66,744          76,928            1,520,166             2,886,258      
Net transfers**                                         -               -              (34,583)              174,142      
Contract terminations:                                                                                                    
Surrender benefits and contract charges                 -               -             (154,007)             (260,212)     
Death benefits                                          -               -               (4,863)               (3,454)     
                                                    -----           -----               ------                ------      
Units outstanding at end of year                   66,744          76,928            3,150,958             6,452,046      
                                                   ======          ======            =========             =========      

                                                                                      Combined
                                                                                      Variable
Operations                                          EHY             ENO                Account
Investment income (loss) - net                   $146,576       $ (88,022)          $1,744,726
Net realized gain (loss) on investments             6,778          12,390              261,838
Net change in unrealized appreciation or
depreciation of investments                       153,236       1,339,756            4,150,985
                                                  -------       ---------            ---------
Net increase (decrease) in net assets
resulting from operations                         306,590       1,264,124            6,157,549
                                                  =======       =========            =========

Contract transactions
Contract purchase payments                      1,607,690       2,860,597           27,031,748
Net transfers**                                   (64,211)         55,283              275,616
Annuity payments                                     (141)              -               (1,110)
Contract terminations:
Surrender benefits and contract charges          (133,971)       (277,368)          (2,628,079)
Death benefits                                     (6,245)         (3,272)             (64,423)
                                                   ------          ------              ------- 
Increase (decrease) from contract transactions  1,403,122       2,635,240           24,613,752
                                                ---------       ---------           ----------
Net assets at beginning of year                 1,607,786       4,499,248           30,588,238
                                                ---------       ---------           ----------
Net assets at end of year                      $3,317,498      $8,398,612          $61,359,539
                                               ==========      ==========          ===========

Accumulation unit activity
Units outstanding at beginning of year          1,270,037       2,979,587
Contract purchase payments                      1,201,158       1,731,364
Net transfers**                                   (42,259)         30,592
Contract terminations:                                     
Surrender benefits and contract charges          (103,191)       (164,430)
Death benefits                                     (4,734)         (2,062)
                                                   ------          ------ 
Units outstanding at end of year                2,321,011       4,575,051
                                                =========       =========

*For the period Oct. 30, 1997 (commencement of operations) to Dec. 31, 1997.
**Includes transfer activity from (to) other subaccounts and transfers (from) to
American   Enterprise  Life  for  conversion   from  (to)  fixed  account.   
See accompanying notes to financial statements.


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

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.  Each  subaccount  invests
exclusively in shares of the following mutual funds or portfolios (collectively,
the  Funds),   which  are   registered   under  the  1940  Act  as   diversified
(non-diversified for GT Global Variable Latin America Fund), open-end management
investment companies and have the following investment managers.

Subaccount     Invests exclusively in shares of                                Investment Manager

<S>            <C>                                                             <C>
EGN            AIM V.I. Growth and Income Fund                                 A I M Advisors, Inc.
EIN            AIM V.I. International Equity Fund                              A I M Advisors, Inc.
EVA            AIM V.I. Value Fund                                             A I M Advisors, Inc.
EIG            American Century VP Income and Growth Fund                      American Century Investment Management, Inc.
EVL            American Century VP Value Fund                                  American Century Investment Management, Inc.
ELA            GT Global Variable Latin America Fund                           A I M Advisors, Inc.
EPA            GT Global Variable New Pacific Fund                             A I M Advisors, Inc.
EAG            IDS Life Aggressive Growth Fund                                 IDS Life Insurance Company 1
ECR            IDS Life Capital Resource Fund                                  IDS Life Insurance Company 1
EGD            IDS Life Growth Dimensions Fund                                 IDS Life Insurance Company 1
EIE            IDS Life International Equity Fund                              IDS Life Insurance Company 2
EMG            IDS Life Managed Fund                                           IDS Life Insurance Company 1
EMS            IDS Life Moneyshare Fund                                        IDS Life Insurance Company 1
ESI            IDS Life Special Income Fund                                    IDS Life Insurance Company 1
ESB            Janus Aspen Series Balanced Portfolio                           Janus Capital Corporation
EWG            Janus Aspen Series Worldwide Growth Portfolio                   Janus Capital Corporation
EEQ            OCC Accumulation Trust Equity Portfolio                         OpCap Advisors
EMD            OCC Accumulation Trust Managed Portfolio                        OpCap Advisors
ESC            OCC Accumulation Trust Small Cap Portfolio                      OpCap Advisors
EUS            OCC Accumulation Trust U.S. Government Income Portfolio         OpCap Advisors
EGR            Oppenheimer Capital Appreciation Fund/VA                        OppenheimerFunds, Inc.
EHI            Oppenheimer High Income Fund/VA                                 OppenheimerFunds, Inc.
EDI            Putnam VT Diversified Income Fund - Class IA Shares             Putnam Investment Management, Inc.
EPD            Putnam VT Diversified Income Fund - Class IB Shares             Putnam Investment Management, Inc.
EGI            Putnam VT Growth and Income Fund - Class IA Shares              Putnam Investment Management, Inc.
EPG            Putnam VT Growth and Income Fund - Class IB Shares              Putnam Investment Management, Inc.
EHY            Putnam VT High Yield Fund - Class IA Shares                     Putnam Investment Management, Inc.
EPH            Putnam VT High Yield Fund - Class IB Shares                     Putnam Investment Management, Inc.
ENO            Putnam VT New Opportunities Fund - Class IA Shares              Putnam Investment Management, Inc.
EPV            Putnam VT Voyager Fund - Class IB Shares                        Putnam Investment Management, Inc.

1 American Express Financial Corporation (AEFC) is the investment advisor.
2 AEFC  is  the  investment  advisor  and  American  Express  Asset  Management
  International Inc. is the sub-investment advisor.

The assets of each subaccount of the Account are not chargeable with liabilities
arising out of the business  conducted by any other  segregated asset account or
by American Enterprise Life.

American  Enterprise Life issues the contracts that are distributed by banks and
financial  institutions  either  directly  or through a network  of  third-party
marketers.

2. Summary of Significant Accounting Policies

Investments in the Funds

Investments  in shares of the Funds are stated at market  value which is the net
asset  value  per  share  as  determined  by the  respective  Funds.  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  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.

Use of Estimates

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  disclosures  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of increase  and  decrease in net assets from  operations
during the period. Actual results could differ from those estimates.

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.

3. Mortality and Expense Risk Fee

American  Enterprise  Life makes  contractual  assurances  to the  Account  that
possible  future  adverse  changes  in  administrative  expenses  and  mortality
experience of the contract  owners and  annuitants  will not affect the Account.
The mortality and expense risk fee paid to American  Enterprise Life is computed
daily and is equal, on an annual basis, to 1.25% of the average daily net assets
of the subaccounts.

4. Administrative Charge

American  Enterprise  Life deducts a daily charge equal,  on an annual basis, to
0.15% of the average daily net assets of each  subaccount  as an  administrative
charge. This charge 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 a contract  administrative  charge of $30 per
year on each contract anniversary.  This charge cannot be increased and does not
apply after annuity payouts begin.  American  Enterprise Life does not expect to
profit from this charge.  This charge  reimburses  American  Enterprise Life for
expenses  incurred in establishing  and maintaining  the annuity  records.  This
charge is waived  when the  contract  value is  $50,000  or more on the  current
contract anniversary.  The $30 annual charge is deducted at the time of any full
surrender.

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 is deducted
for  withdrawals  up to the first  seven  payment  years  following  a  purchase
payment.  Charges by American Enterprise Life for withdrawals are not identified
on an individual  segregated  asset account  basis.  Charges for all  segregated
asset  accounts  amounted to $199,062 in 1998 and $79,195 in 1997.  Such charges
are not treated as a separate  expense of the  subaccounts.  They are ultimately
deducted from contract  withdrawal  benefits paid by American  Enterprise  Life.
This charge is waived if the  withdrawal  meets certain  provisions as stated in
the contract.

7. Investment in Shares

The subaccounts' investment in shares of the Funds as of Dec. 31, 1998 were as follows:

Subaccount           Investment                                                     Shares            NAV
<S>                  <C>                                                           <C>             <C>   
EGN                  AIM V.I. Growth and Income Fund                               136,708         $23.75
EIN                  AIM V.I. International Equity Fund                             51,240          19.62
EVA                  AIM V.I. Value Fund                                            91,112          26.25
EIG                  American Century VP Income and Growth Fund                     25,259           6.78
EVL                  American Century VP Value Fund                                 26,269           6.73
ELA                  GT Global Variable Latin America Fund                          89,602           9.61
EPA                  GT Global Variable New Pacific Fund                           111,460           8.72
EAG                  IDS Life Aggressive Growth Fund                               371,528          15.33
ECR                  IDS Life Capital Resource Fund                                301,499          32.65
EGD                  IDS Life Growth Dimensions Fund                                83,670          17.52
EIE                  IDS Life International Equity Fund                            204,284          15.58
EMG                  IDS Life Managed Fund                                         462,427          18.52
EMS                  IDS Life Moneyshare Fund                                      858,872           1.00
ESI                  IDS Life Special Income Fund                                  680,095          11.11
ESB                  Janus Aspen Series Balanced Portfolio                         161,173          22.50
EWG                  Janus Aspen Series Worldwide Growth Portfolio                  77,201          29.09
EEQ                  OCC Accumulation Trust Equity Portfolio                        32,469          38.70
EMD                  OCC Accumulation Trust Managed Portfolio                      262,422          43.74
ESC                  OCC Accumulation Trust Small Cap Portfolio                     55,514          23.10
EUS                  OCC Accumulation Trust U.S. Government Income Portfolio       418,550          10.66
EGR                  Oppenheimer Capital Appreciation Fund/VA                       63,283          36.67
EHI                  Oppenheimer High Income Fund/VA                               199,046          11.02
EDI                  Putnam VT Diversified Income Fund - Class IA Shares           721,626          10.49
EPD                  Putnam VT Diversified Income Fund - Class IB Shares            32,982          10.47
EGI                  Putnam VT Growth and Income Fund - Class IA Shares            681,321          28.77
EPG                  Putnam VT Growth and Income Fund - Class IB Shares              9,822          28.75
EHY                  Putnam VT High Yield Fund - Class IA Shares                   436,408          11.70
EPH                  Putnam VT High Yield Fund - Class IB Shares                    11,207          11.70
ENO                  Putnam VT New Opportunities Fund - Class IA Shares            501,857          26.06
EPV                  Putnam VT Voyager Fund - Class IB Shares                        3,728          45.81


8. Investment Transactions

The subaccounts' purchases of Funds' shares,  including reinvestment of dividend
distributions, were as follows:
                                                                                              Year ended Dec. 31,
Subaccount            Investment                                                         1998                  1997
<S>                   <C>                                                             <C>                      <C>     
EGN                   AIM V.I. Growth and Income Fund                                 $ 2,802,460              $ 70,635
EIN                   AIM V.I. International Equity Fund                                  937,757                58,904
EVA                   AIM V.I. Value Fund                                               2,077,208                68,804
EIG1                  American Century VP Income and Growth Fund                          159,983                    --
EVL1                  American Century VP Value Fund                                      174,742                    --
ELA                   GT Global Variable Latin America Fund                               274,360               518,777
EPA                   GT Global Variable New Pacific Fund                                 438,148               639,715
EAG                   IDS Life Aggressive Growth Fund                                   2,163,591             2,056,784
ECR                   IDS Life Capital Resource Fund                                    3,205,569             2,325,297
EGD                   IDS Life Growth Dimensions Fund                                   1,222,554                70,723
EIE                   IDS Life International Equity Fund                                1,196,195             1,107,778
EMG                   IDS Life Managed Fund                                             3,919,323             2,585,442
EMS                   IDS Life Moneyshare Fund                                          1,567,312               543,283
ESI                   IDS Life Special Income Fund                                      4,647,272             1,813,929
ESB                   Janus Aspen Series Balanced Portfolio                             3,112,745                70,424
EWG                   Janus Aspen Series Worldwide Growth Portfolio                     2,099,769                62,556
EEQ                   OCC Accumulation Trust Equity Portfolio                           1,184,532                65,479
EMD                   OCC Accumulation Trust Managed Portfolio                          3,798,024             3,914,139
ESC                   OCC Accumulation Trust Small Cap Portfolio                        1,294,082                86,338
EUS                   OCC Accumulation Trust U.S. Government Income Portfolio           1,941,731             1,355,577
EGR                   Oppenheimer Capital Appreciation Fund/VA                          2,044,331                67,321
EHI                   Oppenheimer High Income Fund/VA                                   2,195,720                78,673
EDI                   Putnam VT Diversified Income Fund - Class IA Shares               4,166,205             2,042,776
EPD1                  Putnam VT Diversified Income Fund - Class IB Shares                 344,115                    --
EGI                   Putnam VT Growth and Income Fund - Class IA Shares                7,603,531             5,363,337
EPG1                  Putnam VT Growth and Income Fund - Class IB Shares                  269,558                    --
EHY                   Putnam VT High Yield Fund - Class IA Shares                       2,785,671             1,935,558
EPH1                  Putnam VT High Yield Fund - Class IB Shares                         136,347                    --
ENO                   Putnam VT New Opportunities Fund - Class IA Shares                3,048,046             2,723,514
EPV1                  Putnam VT Voyager Fund - Class IB Shares                            151,480                    --
                      Combined Variable Account                                       $60,962,362           $29,625,763

1 Operations commenced on Oct. 30, 1997.
2 Operations commenced on Oct. 5, 1998.

9. Year 2000 Issue (unaudited)

The Year 2000 issue is the result of computer programs having been written using
two  digits  rather  than  four  to  define  a  year.  Any  programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of American Enterprise Life
and the  Account.  American  Enterprise  Life and the  Account  have no computer
systems of their own but are  dependent  upon the  systems  of AEFC and  certain
other third parties.

A  comprehensive  review of AEFC's computer  systems and business  processes has
been  conducted to identify the major systems that could be affected by the Year
2000 issue.  Steps are being taken to resolve any potential  problems  including
modification  to  existing  software  and the  purchase of new  software.  These
measures  are  scheduled to be completed  and tested on a timely  basis.  AEFC's
target  date  for  substantially  completing  corrective  measures  on  business
critical  systems was Dec. 31, 1998.  Substantial  testing of these  systems was
targeted  for  completion  early in 1999.  AEFC is  currently on track with this
schedule and is also on track to finish the work on non-critical systems by June
30, 1999. The Year 2000 readiness of unaffiliated  investment managers and other
third parties whose system failures could have an impact on American  Enterprise
Life's and the Account's  operations  continues to be  evaluated.  The potential
materiality of any such impact is not known at this time.

AEFC's Year 2000 project includes  establishing  Year 2000 contingency plans for
all key business units.  Business  continuation  plans,  which address  business
continuation  in the  event of a  system  disruption,  are in place  for all key
business  units.  These plans are being  amended to include  specific  Year 2000
considerations  and will  continue to be refined  throughout  1999 as additional
information related to potential Year 2000 exposure is gathered.


</TABLE>

<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,  1998  and  1997,  and  the  related   statements  of  income,
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1998. 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,  1998 and  1997,  and the  results  of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1998, in conformity with generally accepted accounting principles.




/s/Ernst & Young LLP
February 4, 1999
Minneapolis, Minnesota


<PAGE>
<TABLE>
<CAPTION>


                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                              BALANCE SHEETS
                                               December 31,
                                   ($ thousands, except share amounts)

ASSETS                                                                                  1998              1997
- ------                                                                             - -----------    -  -------

Investments:
  Fixed maturities:
        Held to maturity, at amortized cost (fair value:
<S>                                                                                     <C>              <C>       
           1998, $1,126,732 ; 1997, $1,223,108)                                         $1,081,193       $1,186,682
        Available for sale, at fair value (amortized cost:
           1998, $2,526,712; 1997, $2,609,621)                                           2,594,858        2,685,799
                                                                                       -----------      -----------
                                                                                         3,676,051        3,872,481

  Mortgage loans on real estate                                                            815,806          738,052
  Other investments                                                                         12,103           16,024
                                                                                     -------------    -------------
          Total investments                                                              4,503,960        4,626,557

Accounts receivable                                                                            214              563
Accrued investment income                                                                   61,740           59,588
Deferred policy acquisition costs                                                          196,479          224,501
Other assets                                                                                    43              117
Separate account assets                                                                    123,185           62,087
                                                                                      ------------    -------------

          Total assets                                                                  $4,885,621       $4,973,413
                                                                                        ==========       ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Future policy benefits for fixed annuities                                            $4,166,852       $4,343,213
  Policy claims and other policyholders' funds                                               7,389           11,328
  Deferred income taxes                                                                     23,199           35,601
  Amounts due to brokers                                                                    54,347           34,935
  Other liabilities                                                                         24,500           16,905
  Separate account liabilities                                                             123,185           62,087
                                                                                       -----------     ------------
          Total liabilities                                                              4,399,472        4,504,069

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                                                               282,872          282,872
  Accumulated other comprehensive income:
     Net unrealized securities gains                                                        44,295           49,516
  Retained earnings                                                                        156,982          134,956
                                                                                      ------------     ------------
          Total stockholder's equity                                                       486,149          469,344
                                                                                      ------------     ------------

Total liabilities and stockholder's equity                                              $4,885,621       $4,973,413
                                                                                        ==========       ==========



                                         See accompanying notes.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                           STATEMENTS OF INCOME
                                         Years ended December 31,
                                              ($ thousands)

                                                                       1998              1997             1996
                                                                 ---   ------      ---   ------     ---   ----

Revenues:
<S>                                                                   <C>               <C>              <C>     
  Net investment income                                               $340,219          $332,268         $271,719
  Contractholder charges                                                 6,387             5,688            5,450
  Mortality and expense risk fees                                        1,275               641              303
  Net realized loss on investments                                      (4,788)             (509)          (5,258)
                                                                    ----------        ----------      -----------

          Total revenues                                               343,093           338,088          272,214
                                                                     ---------         ---------       ----------

Benefits and expenses:
  Interest credited on investment contracts                            228,533           231,437          191,672
  Amortization of deferred policy acquisition costs                     53,663            36,803           30,674
  Other operating expenses                                              24,476            24,890           14,133
                                                                    ----------        ----------         --------

          Total benefits and expenses                                  306,672           293,130          236,479
                                                                     ---------         ---------          -------

Income before income taxes                                              36,421            44,958           35,735

Income taxes                                                            14,395            16,645           12,912
                                                                    ----------        ----------        ---------

Net income                                                           $  22,026         $  28,313         $ 22,823
                                                                     =========         =========         ========





                                         See accompanying notes.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                    STATEMENTS OF STOCKHOLDER'S EQUITY
                                   Three years ended December 31, 1998
($ thousands)
                                                                                               Accumulated Other
                                                                                                 Comprehensive
                                                         Total                    Additional
                                                     Stockholder's    Capital      Paid-In          Income,         Retained
                                                         Equity        Stock       Capital        Net of Tax        Earnings

<S>                                                      <C>            <C>          <C>             <C>              <C>    
Balance, December 31, 1995                               $296,816       $2,000       $177,872        $ 33,124         $83,820
Comprehensive income:
     Net income                                            22,823           --             --              --          22,823
      Unrealized holding losses arising
           during the year, net of  taxes of
        $12,282                                           (22,810)          --             --         (22,810)             --
      Reclassification adjustment for losses
           included in net income, net of tax
           of $(1,093)                                      2,029           --             --           2,029              --
                                                                                               -------------------
                                                    -----------------
     Other comprehensive loss                             (20,781)          --             --         (20,781)             --
                                                    -----------------
     Comprehensive income                                   2,042                               
Capital contribution from parent                           65,000           --         65,000              --              --
                                                    ---------------------------------------------------------------------------

Balance, December 31, 1996                                363,858        2,000        242,872          12,343         106,643
Comprehensive income:
     Net income                                            28,313           --             --              --          28,313
     Unrealized holding gains arising
          during the year, net of taxes of
       $(19,891)                                           36,940           --             --          36,940              --
       Reclassification adjustment for losses
           included in net income, net of tax
           of $(126)                                          233           --             --             233              --
                                                                                               -------------------
                                                    -----------------
     Other comprehensive income                            37,173           --             --          37,173              --
                                                    -----------------
     Comprehensive income                                  65,486
Capital contribution from parent                           40,000                      40,000
                                                    ---------------------------------------------------------------------------

Balance, December 31, 1997                                469,344        2,000        282,872          49,516         134,956
Comprehensive income:
     Net income                                            22,026           --             --              --          22,026
     Unrealized holding losses arising
         during the year, net of taxes of $3,400           (6,314)          --             --          (6,314)             --
     Reclassification adjustment for losses
          included in net income, net of tax                1,093
          of $(588)                                                         --             --           1,093              --
                                                    -----------------                          -------------------
                                                                                               -------------------
     Other comprehensive loss                              (5,221)          --             --          (5,221)             --
                                                    -----------------
                                                    -----------------
     Comprehensive income                                  16,805                               
                                                    ---------------------------------------------------------------------------

Balance, December 31, 1998                               $486,149       $2,000       $282,872         $44,295        $156,982
                                                    ===========================================================================


                                         See accompanying notes.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                         STATEMENTS OF CASH FLOWS
                                         Years ended December 31,
                                              ($ thousands)
                                                                                1998              1997             1996__
                                                                          -   --------      -   --------         --------
Cash flows from operating activities:
<S>                                                                          <C>               <C>               <C>       
  Net income                                                                 $   22,026        $   28,313        $   22,823
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Change in accrued investment income                                        (2,152)           (8,017)           (9,692)
      Change in accounts receivable                                                 349             9,304                --
      Change in deferred policy acquisition costs, net                           28,022           (21,276)          (32,651)
      Change in other assets                                                         74             4,840           (10,007)
      Change in policy claims and other policyholders' funds                     (3,939)          (16,099)           15,786
      Deferred income tax (benefit) provision                                    (9,591)           (2,485)            5,084
      Change in other liabilities                                                 7,595             1,255             8,621
      Amortization of premium (accretion of discount), net                          122            (2,316)           (2,091)
      Net realized loss on investments                                            4,788               509             5,258
      Other, net                                                                  2,544               959              (129)
                                                                          -------------         ---------         ----------

         Net cash provided by (used in) operating activities                     49,838            (5,013)            3,002

Cash flows from investing activities: Fixed maturities held to maturity:
        Purchases                                                                    --            (1,996)          (16,967)
        Maturities                                                               73,601            41,221            26,190
        Sales                                                                    31,117            30,601            27,944
    Fixed maturities available for sale:
        Purchases                                                              (298,885)         (688,050)         (921,914)
        Maturities                                                              335,357           231,419           212,212
        Sales                                                                    48,492            73,366            47,542
    Other investments:
        Purchases                                                              (161,252)         (199,593)         (212,182)
        Sales                                                                    78,681            29,139            19,850
    Change in amounts due to brokers                                             19,412           (53,796)           88,568
                                                                             ----------        -----------       ----------

          Net cash provided by (used in) investing activities                   126,523          (537,689)         (728,757)

Cash flows from financing activities: Activity related to investment contracts:
    Considerations received                                                     302,158           783,339           846,378
    Surrenders and other benefits                                              (707,052)         (552,903)         (312,362)
    Interest credited to account balances                                       228,533           231,437           191,672
  Change in securities sold under repurchase agreements                              --                --           (67,000)
  Capital contribution from parent                                                     --          40,000            65,000
                                                                          ---------------      ----------         ---------

          Net cash (used in) provided by financing activities                  (176,361)          501,873           723,688
                                                                             -----------        ---------          --------

Net decrease in cash and cash equivalents                                            --           (40,829)           (2,067)

Cash and cash equivalents at beginning of year                                         --          40,829            42,896
                                                                          ---------------      ----------         ---------

Cash and cash equivalents at end of year                                  $          --     $          --        $   40,829
                                                                          ==============    ==============       ==========

                                         See accompanying notes.

</TABLE>


<PAGE>


1.   Summary of significant accounting policies

     Nature of business

     American  Enterprise  Life Insurance  Company (the Company) is a stock life
     insurance  company that is domiciled in Indiana and is licensed to transact
     insurance  business  in 48  states.  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  (AEFC).  AEFC 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 are classified as available
     for  sale and  carried  at fair  value.  Unrealized  gains  and  losses  on
     securities  classified  as  available  for sale are  reported as a separate
     component of accumulated other comprehensive income, net of deferred income
     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 an
     allowance  for  mortgage  loan  losses.  The  estimated  fair  value of the
     mortgage  loans is  determined  by a discounted  cash flow  analysis  using
     mortgage   interest  rates  currently  offered  for  mortgages  of  similar
     maturities.

<PAGE>


1.   Summary of significant accounting policies (continued)

     Impairment  of  mortgage  loans is  measured  as the  excess of the  loan's
     recorded  investment  over its  present  value of  expected  principal  and
     interest payments  discounted at the loan's effective interest rate, or the
     fair value of  collateral.  The amount of the  impairment is recorded in an
     allowance for mortgage loan losses.  The allowance for mortgage loan losses
     is  maintained  at a level that  management  believes is adequate to absorb
     estimated  losses in the portfolio.  The level of the allowance  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 allowance for mortgage
     loan losses.

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

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

     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 for the years
     ended December 31, is summarized as follows:

                                         1998          1997             1996
                                         ----          -----            ----
    Cash paid during the year for:
      Income taxes                       $19,035      $19,456           $10,317
      Interest on borrowings               5,437        1,832               998

     Contractholder charges

     Contractholder   charges  include  surrender  charges  and  fees  collected
     regarding the issue and administration of annuity contracts.



<PAGE>


1.   Summary of significant accounting policies (continued)

     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 using primarily the interest method.

     Liabilities for future policy benefits

     Liabilities for deferred annuities are accumulation values. Liabilities for
     fixed annuities in a benefit status are based on the  established  industry
     mortality  tables 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
     AEFC and American Express Company,  tax benefit is recognized for losses to
     the  extent  they can be used on the  consolidated  tax  return.  It is the
     policy of AEFC and its subsidiaries  that AEFC will reimburse  subsidiaries
     for all tax benefits.

     Included  in other  liabilities  at  December  31, 1998 and 1997 are $3,504
     payable to and $1,289, receivable from , respectively, 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 beneficiaries from the mortality assumptions implicit in
     the annuity  contracts.  The Company makes  periodic fund  transfers to, or
     withdrawals   from,   the  separate   account  assets  for  such  actuarial
     adjustments for variable  annuities that are in the benefit payment period.
     The Company also guarantees that the rates at which administrative fees are
     deducted from contract funds will not exceed contractual maximums.

     Accounting Changes

     Effective  January 1, 1998,  the Company  adopted  Statement  of  Financial
     Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income." SFAS
     No. 130 requires the reporting and display of comprehensive  income and its
     components.  Comprehensive  income is  defined as the  aggregate  change in
     stockholder's  equity  excluding  changes in ownership  interests.  For the
     Company,   it  is  net  income  and  the  unrealized  gains  or  losses  on
     available-for-sale securities net of taxes and reclassification adjustment.


<PAGE>


1.   Summary of significant accounting policies (continued)

     In March 1998,  the  American  Institute of  Certified  Public  Accountants
     (AICPA) issued  Statement of Position (SOP) 98-1,  "Accounting for Costs of
     Computer  Software  Developed or obtained for Internal Use." The SOP, which
     is effective January 1, 1999,  requires the capitalization of certain costs
     incurred  after the date of  adoption  to  develop or obtain  software  for
     internal use. Software utilized by the Company is owned by AEFC and will be
     capitalized on AEFC's financial statements.  As a result, the new rule will
     not have a  material  impact on the  Company's  results  of  operations  or
     financial condition.

     In December 1997,  the AICPA issued SOP 97-3,  "Accounting by Insurance and
     Other Enterprises for  Insurance-Related  Assessments",  providing guidance
     for the timing of  recognition  of  liabilities  related to  guaranty  fund
     assessments. The Company will adopt the SOP on January 1, 1999. The Company
     has  historically  carried a balance in other  liabilities  on the  balance
     sheet for potential guaranty fund assessment exposure.  Adoption of the SOP
     will not have a material  impact on the Company's  results of operations or
     financial condition

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     "Accounting for Derivative  Instruments and Hedging  Activities,"  which is
     effective  January 1,  2000.  This  Statement  establishes  accounting  and
     reporting   standards  for  derivative   instruments,   including   certain
     derivative  instruments  embedded  in  other  contracts,  and  for  hedging
     activities.  It requires that an entity recognize all derivatives as either
     assets or liabilities in the balance sheet and measure those instruments at
     fair value.  The  accounting  for changes in the fair value of a derivative
     depends  on  the  intended  use  of  the   derivative   and  the  resulting
     designation. Earlier application of all of the provisions of this Statement
     is  encouraged,  but it is permitted only as of the beginning of any fiscal
     quarter that begins after issuance of the Statement.  This Statement cannot
     be applied  retroactively.  The ultimate  financial  impact of the new rule
     will be measured  based on the  derivatives in place at adoption and cannot
     be estimated at this time.

     Reclassification

     Certain 1997 and 1996 amounts have been reclassified to conform to the 1998
presentation.



<PAGE>



2.   Investments

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

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1998 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            $       8,652     $      423      $        --      $      9,075
    State and municipal obligations                       3,003            149               --             3,152
    Corporate bonds and obligations                     877,140         48,822            6,670           919,292
    Mortgage-backed securities                          192,398          2,844               29           195,213
                                                   ------------     ----------       ----------       -----------
                                                     $1,081,193       $ 52,238          $ 6,699        $1,126,732
                                                     ==========       ========          =======        ==========

    Available for sale
    U.S. Government agency obligations            $       2,062    $       116      $        --      $      2,178
    Corporate bonds and obligations                   1,472,814         69,990           34,103         1,508,701
    Mortgage-backed securities                        1,051,836         32,232               89         1,083,979
                                                    -----------     ----------      -----------         ---------
                                                     $2,526,712       $102,338          $34,192        $2,594,858
                                                     ==========       ========          =======        ==========

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1997 are as follows:

                                                                       Gross            Gross
                                                    Amortized       Unrealized       Unrealized          Fair
    Held to maturity                                  Cost              Gains           Losses           Value
    ----------------                             --------------   ----  -------    --   ------      ---- -----
    U.S. Government agency obligations             $     11,120      $     710      $        --      $     11,830
    State and municipal obligations                       3,003            173               --             3,176
    Corporate bonds and obligations                     970,498         38,176            2,763         1,005,911
    Mortgage-backed securities                          202,061          1,497            1,367           202,191
                                                   ------------      ---------          -------       -----------
                                                     $1,186,682        $40,556           $4,130        $1,223,108
                                                     ==========        =======           ======        ==========

    Available for sale
    U.S. Government agency obligations            $       2,077    $        13       $       --      $      2,090
    Corporate bonds and obligations                   1,273,217         52,207            8,020         1,317,404
    Mortgage-backed securities                        1,334,327         33,017            1,039         1,366,305
                                                    -----------       --------          -------        ----------
                                                     $2,609,621        $85,237           $9,059        $2,685,799
                                                     ==========        =======           ======        ==========

</TABLE>


<PAGE>


2.   Investments (continued)

     The amortized  cost and fair value of  investments  in fixed  maturities at
     December  31,  1998 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            $     33,208      $     33,499
    Due from one to five years              215,010           227,139
    Due from five to ten years              539,917           562,708
    Due in more than ten years              100,660           108,173
    Mortgage-backed securities              192,398           195,213
                                       ------------      ------------
                                         $1,081,193        $1,126,732

                                        Amortized            Fair
    Available for sale                     Cost             Value

    Due in one year or less          $          350    $          358
    Due from one to five years               96,412           101,441
    Due from five to ten years              981,556         1,021,961
    Due in more than ten years              396,558           387,119
    Mortgage-backed securities            1,051,836         1,083,979
                                          ---------         ---------
                                         $2,526,712        $2,594,858

     During the years ended December 31, 1998, 1997 and 1996,  fixed  maturities
     classified  as held to maturity were sold with  amortized  cost of $31,117,
     $29,561 and $27,969, respectively. Net gains and losses on these sales were
     not  significant.   The  sales  of  these  fixed  maturities  were  due  to
     significant deterioration in the issuers' creditworthiness.

     In addition, fixed maturities available for sale were sold during 1998 with
     proceeds  of  $48,492  and gross  realized  gains and  losses of $2,835 and
     $4,516, respectively.  Fixed maturities available for sale were sold during
     1997 with proceeds of $73,366 and gross realized gains and losses of $1,081
     and $1,440,  respectively.  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.

     At December 31, 1998,  bonds carried at $3,292 were on deposit with various
     states as required by law.



<PAGE>


2.   Investments (continued)

     At December 31, 1998,  investments in fixed maturities comprised 82 percent
     of the Company's  total  invested  assets.  These  securities  are rated by
     Moody's  and  Standard & Poor's  (S&P),  except for  securities  carried at
     approximately  $480 million which are rated by AEFC internal analysts using
     criteria  similar to Moody's  and S&P.  A summary of  investments  in fixed
     maturities, at amortized cost, by rating on December 31 is as follows:

           Rating                         1998             1997
    ----------------------         --   --------     --  ------
    Aaa/AAA                            $1,242,301        $1,531,588
    Aa/AA                                  45,526            34,167
    Aa/A                                   60,019            69,775
    A/A                                   422,725           421,733
    A/BBB                                 228,656           222,022
    Baa/BBB                             1,030,874           954,962
    Baa/BB                                 79,687            84,053
    Below investment grade                498,117           478,003
                                     ------------      ------------
                                       $3,607,905        $3,796,303

     At December  31, 1998,  approximately  94 percent of the  securities  rated
     Aaa/AAA are GNMA, FNMA and FHLMC mortgage-backed securities. No holdings of
     any other  issuer  are  greater  than one  percent of the  Company's  total
     investments in fixed maturities.

     At December 31, 1998,  approximately  18 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>

                                               December 31, 1998                        December 31, 1997 
                                            -----------------------                  ---------------------
                                          On Balance         Commitments         On Balance         Commitments
    Region                                   Sheet           to Purchase           Sheet            to Purchase
<S>                                         <C>                 <C>               <C>                  <C>     
    South Atlantic                          $198,552            $    651          $186,714             $  9,199
    Middle Atlantic                          129,284                 520           128,239               10,167
    East North Central                       134,165               2,211           125,018                6,294
    Mountain                                 113,581                  --            94,061               11,620
    West North Central                       119,380               9,626            96,701               11,135
    New England                               46,103                  --            50,932                   --
    Pacific                                   43,706                  --            33,052                   --
    West South Central                        32,086                  --            19,573                   --
    East South Central                         7,449                  --             7,480                   --
                                           ---------        ------------         ---------         ------------
                                             824,306              13,008           741,770               48,415
    Less allowance for losses                  8,500                  --             3,718                   --
                                          ----------        ------------        ----------         ------------
                                            $815,806             $13,008          $738,052              $48,415
                                            ========             =======          ========              =======

</TABLE>


<PAGE>


2.   Investments (continued)

<TABLE>
<CAPTION>
                                               December 31, 1998                       December 31, 1997 
                                              -------------------                     -------------------
                                          On Balance         Commitments         On Balance         Commitments
              Property type                  Sheet            to Purchase          Sheet            to Purchase
<S>                                         <C>               <C>                 <C>                 <C>     
    Department/retail stores                $253,380          $     781           $242,307            $  9,683
    Apartments                               186,030              2,211            189,752              10,167
    Office buildings                         206,285              9,496            169,177               7,262
    Industrial buildings                      82,857                520             60,195              17,430
    Hotels/Motels                             45,552                 --             33,508                  --
    Medical buildings                         33,103                 --             30,103               3,873
    Nursing/retirement homes                   6,731                 --              9,552                  --
    Mixed Use                                 10,368                 --              7,176                  --
                                          ----------       ------------        -----------        ------------
                                             824,306             13,008            741,770              48,415
    Less allowance for losses                  8,500                 --              3,718                  --
                                         -----------        -----------        -----------         -----------
                                            $815,806            $13,008           $738,052             $48,415
                                            ========            =======           ========             =======
</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 it the right to take  possession  of the property if
     the  borrower  fails to perform  according  to the terms of the  agreement.
     Commitments  to  purchase  mortgages  are made in the  ordinary  course  of
     business. The fair value of the mortgage commitments is $nil.

     At December 31, 1998, the Company's  recorded  investment in impaired loans
     was $1,932 with an allowance of $500.  At December 31, 1997,  the Company's
     recorded investment in impaired loans was $4,443 with an allowance of $718.
     During 1998 and 1997, the average recorded investment in impaired loans was
     $2,736 and $6,473, respectively.

     The Company  recognized  $251,  $nil and $nil of interest income related to
     impaired  loans for the  years  ended  December  31,  1998,  1997 and 1996,
     respectively.

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

<TABLE>
<CAPTION>

                                                                      1998             1997              1996
                                                                -     ----       -     ----        -     ----
<S>                                                                   <C>              <C>            <C>      
    Balance, January 1                                                $3,718           $2,370         $      --
    Provision for investment losses                                    4,782            1,805             2,370
    Loan payoffs                                                          --             (457)               --
                                                                  ----------          -------         ---------
    Balance, December 31                                              $8,500           $3,718            $2,370
                                                                      ======           ======            ======

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

                                                                     1998              1997             1996
                                                                -    -----       --    -----       -    ----
    Interest on fixed maturities                                     $285,260         $278,736          $230,559
    Interest on mortgage loans                                         65,351           55,085            41,010
    Interest on cash equivalents                                          137              704             1,402
    Other                                                              (2,493)           1,544             1,194
                                                                   -----------   -------------       -----------
                                                                      348,255          336,069           274,165
    Less investment expenses                                            8,036            3,801             2,446
                                                                  -----------      -----------       -----------
                                                                     $340,219         $332,268          $271,719
                                                                     ========         ========          ========

</TABLE>

<PAGE>


2.   Investments (continued)

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

                                1998              1997             1996
                          --    ----       --     ----       --    ----
    Fixed maturities          $    863          $ 1,638           $(2,888)
    Mortgage loans              (4,816)          (1,348)           (2,370)
    Other investments             (835)            (799)               --
                              --------           ------        ----------
                               $(4,788)         $  (509)          $(5,258)
                               =======          =======           =======

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

                                                                      1998              1997             1996
                                                                --    ----       --     ----       --    ----
<S>                                                                  <C>              <C>              <C>      
    Fixed maturities available for sale                              $(8,032)         $57,188          $(31,970)

</TABLE>

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  (benefit) for the years ended December 31, consists
of the following:

                                     1998              1997             1996
                               --    ----       --     ----       --    ----
    Federal income taxes:
      Current                      $ 23,227          $17,668            $7,124
      Deferred                       (9,591)          (2,485)            5,084
                                  ---------         --------           -------
                                     13,636           15,183            12,208

    State income taxes-current          759            1,462               704
                                -----------        ---------          --------
    Income tax expense             $ 14,395          $16,645           $12,912
                                   ========          =======           =======

     Increases  (decreases)  to the federal  income tax provision  applicable to
     pretax income based on the statutory rate, for the years ended December 31,
     are attributable to:

<TABLE>
<CAPTION>

                                                           1998                      1997                     1996 
                                                       -----------                --------                  -------
                                               Provision      Rate      Provision    Rate        Provision    Rate 
     Federal income taxes based
<S>                                             <C>         <C>           <C>        <C>          <C>        <C>  
       on the statutory rate                    $13,972     35.0%         $15,735    35.0%        $12,507    35.0%
     Increases (decreases) are attributable to :
         Tax-excluded interest                      (35)    (0.1)             (41)   (0.1)            (53)   (0.1)
           State tax, net of federal benefit        493      1.2              956     2.1             459     1.3
     Other, net                                     (35)       --              (5)       --            (1)          --
                                                 ------    ------         -------    ------        ------       ------
Federal income taxes                            $14,395     36.1%         $16,645    37.0%        $12,912    36.2%
                                                =======     ====          =======    ====         =======    ====

</TABLE>

<PAGE>


3.   Income taxes (continued)

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

    Deferred income tax assets:                   1998              1997
                                                --------         -------
    Policy reserves                               $51,298           $54,468
    Other                                           2,214             1,736
                                                ---------           -------
         Total deferred income tax assets          53,512            56,204
                                                 --------            ------

    Deferred income tax liabilities:
    Deferred policy acquisition costs              52,908            63,630
    Investments                                    23,803            28,175
                                                 --------            ------
         Total deferred income tax liabilities    _76,711            91,805
                                                  -------          --------
         Net deferred income tax liabilities      $23,199           $35,601
                                                  =======           =======

     The Company is required to establish a valuation  allowance for any portion
     of the  deferred  income 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  income tax assets and,
     therefore, no such valuation allowance has been established.

4.   Stockholder's equity

     Retained  earnings  available for distribution as dividends to IDS Life are
     limited  to  the  Company's   surplus  as  determined  in  accordance  with
     accounting practices prescribed by state insurance regulatory  authorities.
     Statutory  unassigned surplus aggregated $45,716 and $17,392 as of December
     31,  1998 and  1997,  respectively.  In  addition,  dividends  in excess of
     $37,902 would require approval by the Insurance  Department of the state of
     Indiana.

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

                                       1998              1997             1996
                                     --------         ---------        -------
    Statutory net income              $ 37,902        $   23,589     $    9,138
    Statutory stockholder's equity     330,588           302,264        250,975

5.   Related party transactions

     On December 31, 1998, the Company  purchased  interest rate floors from IDS
     Life and  entered  into an  interest  rate swap with IDS Life to manage its
     exposure to interest  rate risk.  The  interest  rate floors had a carrying
     amount of $6,651 and $8,400 at December  31,  1998 and 1997,  respectively.
     The interest rate swap is an off balance sheet transaction.

     The Company has no  employees.  Charges by IDS Life for services and use of
     other  joint  facilities  aggregated  $28,482,  $24,535 and $17,936 for the
     years ended  December 31,  1998,  1997 and 1996,  respectively.  Certain of
     these costs are included in deferred policy acquisition costs.



<PAGE>


6.   Lines of credit

     The Company has an available line of credit with AEFC aggregating  $50,000.
     The rate for the line of credit is the parent's cost of funds,  established
     by reference to various  indices plus 20 to 45 basis  points,  depending on
     the term.  There were no  borrowings  outstanding  under this  agreement at
     December 31, 1998 or 1997.

7.   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 are
     largely  used to manage  risk  and,  therefore,  the cash  flow and  income
     effects of the  derivatives  are inverse to the  effects of the  underlying
     transactions.

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

     Credit  risk  related  to  interest  rate caps and  floors 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:

<TABLE>
<CAPTION>

                                 Notional         Carrying            Fair         Total Credit
    December 31, 1998             Amount            Amount            Value          Exposure
    -----------------             ------       -    ------      --    -----          --------
      Assets:
<S>                             <C>                 <C>              <C>               <C>     
        Interest rate caps      $   900,000         $  5,452         $  1,518          $  1,518
        Interest rate floors      1,000,000            6,651           17,798            17,798
        Interest rate swaps       1,000,000               --               --                --
                                               -------------     ------------     -------------
                                                     $12,103          $19,316           $19,316
                                          =          =======          =======           =======
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

7.   Derivative financial instruments (continued)

                                                  Notional         Carrying            Fair         Total Credit
    December 31, 1997                              Amount            Amount            Value           Exposure
    -----------------                         -    ------       --   ------      --    -----       --  --------
      Assets:
<S>                                              <C>                 <C>              <C>               <C>     
        Interest rate caps                       $   900,000         $  7,624         $  5,340          $  5,340
        Interest rate floors                       1,000,000            8,400            8,400             8,400
        Interest rate swaps                        1,000,000               --               --                --
                                                                -------------     ------------      ------------
                                                                      $16,024          $13,740           $13,740
                                                                      =======          =======           =======
</TABLE>

     The fair values of  derivative  financial  instruments  are based on market
     values, dealer quotes or pricing models. All interest rate caps, floors and
     swaps will expire on various dates from 2000 to 2003.

     Interest  rate  caps,  floors  and swaps 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.

8.   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.
<TABLE>
<CAPTION>

                                                                                December 31,
                                                                1998                              1997 
                                                               --------                        --------
                                                         Carrying          Fair          Carrying         Fair
    Financial Assets                                      Amount          Value           Amount          Value
    Investments:
    Fixed maturities (Note 2):
<S>                                                      <C>             <C>             <C>             <C>       
       Held to maturity                                  $1,081,193      $1,126,732      $1,186,682      $1,223,108
       Available for sale                                 2,594,858       2,594,858       2,685,799       2,685,799
    Mortgage loans on real estate (Note 2)                  815,806         874,064         738,052         775,869
    Derivative financial instruments (Note 7)                12,103          19,316          16,024          13,740
    Separate account assets (Note 1)                        123,185         123,185          62,087          62,087

    Financial Liabilities
    Future policy benefits for fixed annuities           $4,152,059      $4,000,789      $4,330,173      $4,152,471
    Separate account liabilities                            123,185         115,879          62,087          58,116
</TABLE>

     At December 31, 1998 and 1997, the carrying amount and fair value of future
     policy  benefits  for  fixed  annuities   exclude  life   insurance-related
     contracts carried at $14,793 and $13,040,  respectively.  The fair value of
     these benefits is based on the status of the annuities at December 31, 1998
     and 1997.

<PAGE>

8. Fair values of financial instruments (continued)

     The fair values of deferred annuities and separate account  liabilities are
     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 1998 and 1997.

9.   Commitments and contingencies

     A number of lawsuits  have been filed  against life and health  insurers in
     jurisdictions in which the Company conducts  business  involving  insurers'
     sales practices,  alleged agent misconduct,  failure to properly  supervise
     agents, and other matters.  The Company,  along with AEFC and its insurance
     subsidiaries,  has been  named  as a  defendant  in one of  these  types of
     actions.

     The plaintiffs  purport to represent a class  consisting of all persons who
     purchased  policies or contracts  from IDS Life and its  subsidiaries.  The
     complaint   puts   at   issue   various   alleged   sales   practices   and
     misrepresentations,  alleged  breaches  of  fiduciary  duties  and  alleged
     violations  of  consumer  fraud  statutes.  IDS Life  and its  subsidiaries
     believe  they  have  meritorious  defenses  to the  claims  raised  in this
     lawsuit.

     The outcome of any litigation  cannot be predicted with  certainty.  In the
     opinion of  management,  however,  the ultimate  resolution of this lawsuit
     should  not have a  material  adverse  effect  on the  Company's  financial
     position.

10.  Year 2000 Issue (Unaudited)

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

     A comprehensive  review of AEFC's computer systems and business  processes,
     including those specific to the Company, has been conducted to identify the
     major  systems  that could be affected  by the Year 2000  issue.  Steps are
     being taken to resolve any potential  problems  including  modification  to
     existing  software and the  purchase of new  software.  These  measures are
     scheduled to be completed and tested on a timely basis.  AEFC's target date
     for  substantially  completing  corrective  measures on  business  critical
     systems was  December  31, 1998.  Substantial  testing of these  systems is
     targeted for completion early in 1999. AEFC is currently on track with this
     schedule and is also on track to finish the work on non-critical systems by
     June 30, 1999.

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


10. Year 2000 Issue (Unaudited) (continued)

     AEFC's Year 2000 project includes  establishing Year 2000 contingency plans
     for all key business  units.  Business  continuation  plans,  which address
     business continuation in the event of a system disruption, are in place for
     all key business units.  These plans are being amended to include  specific
     Year 2000 considerations and will continue to be refined throughout 1999 as
     additional information related to potential Year 2000 exposure is gathered.

<PAGE>

PART C.

Item 24. Financial Statements and Exhibits

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

The audited financial statements of the variable account including:

         Statements of net assets as of Dec. 31, 1998;
         Statements of operations for the year ended Dec. 31, 1998; and
         Statements of changes in net assets for the years ended Dec. 31, 1998 
         and 1997.
         Notes to Financial Statements.
         Report of Independent Auditors dated February 4, 1999.

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

         Balance sheets as of Dec. 31, 1998 and 1997; and
         Related statements of income, stockholder's equity and cash flows for
         the years ended Dec. 31, 1998, 1997, and 1996.
         Notes to Financial Statements.
         Report of Independent Auditors dated February 4, 1999.

(b)      Exhibits:

1.1      Resolution of the Board of Directors of American Enterprise Life
         establishing the American Enterprise Variable Annuity Account dated
         July 15, 1987, filed electronically as Exhibit 1 to the Initial
         Registration Statement No. 33-54471, filed on or about July 5, 1994, is
         incorporated herein by reference.

1.2  Resolution  of  the  Board  of  Directors  of  American   Enterprise   Life
     establishing ten additional  subaccounts  within the separate account dated
     Aug.  21,  1997,  filed  electronically  as Exhibit  1.2 to  Post-Effective
     Amendment No. 8 to  Registration  Statement No.  33-54471,  is incorporated
     herein by reference.

1.3      Resolution of the Board of Directors of American Enterprise Life
         establishing six additional subaccounts within the separate account
         dated June 17, 1998, filed electronically as Exhibit 1.3 to
         Post-Effective Amendment No. 11 to Registration Statement No. 33-54471,
         filed on or about August 24, 1998, is incorporated herein by reference.

2.       Not applicable.

3.1  Form of Variable Annuity and Life Insurance Distribution  Agreement,  filed
     electronically  as  Exhibit  3.1  to  Pre-Effective   Amendment  No.  1  to
     Registration Statement No. 33-54471, is incorporated herein by reference.

3.2  Form of Managing General Agent Agreement,  filed  electronically as Exhibit
     3.2  to  Pre-Effective  Amendment  No.  1  to  Registration  Statement  No.
     33-54471, is incorporated herein by reference.

4.1      Form of Deferred Annuity Contract (form 34560), filed electronically as
         Exhibit 4.1 to the Initial Registration Statement No. 33-54471, filed
         on or about July 5, 1994, is incorporated herein by reference.

4.2      Form of Tax-Qualified Endorsement (form 34563), filed electronically as
         Exhibit 4.2 to the Initial Registration Statement No. 33-54471, filed
         on or about July 5, 1994, is incorporated herein by reference.

4.3      Form of Annuity Endorsement (form 34562), filed electronically as
         Exhibit 4.3 to the Initial Registration Statement No. 33-54471, filed
         on or about July 5, 1994, is incorporated herein by reference.

<PAGE>

5.       Form of Application for American Enterprise Life Variable Annuity (form
         34561), filed electronically as Exhibit 5.1 to the Initial Registration
         Statement No. 33-54471, filed on or about July 5, 1994, is incorporated
         herein by reference.

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. 33-54471, filed on or
         about July 5, 1994, 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. 33-54471, filed
         on or about July 5, 1994, is incorporated herein by reference.

7.       Not applicable.

8.1(a)   Copy of Participation Agreement among American Enterprise Life
         Insurance Company and GT Global Variable Investment Trust and GT Global
         Variable Investment Series and GT Global Financial Services, Inc.,
         dated February 10, 1995, filed electronically as Exhibit 8.1 to
         Post-Effective Amendment No. 3 to Registration Statement No. 33-54471,
         is incorporated herein by reference.

8.1(b) Form of Amendment 1 to Participation  Agreement among American Enterprise
     Life Insurance  Company and G.T. Global Variable  Investment Trust and G.T.
     Global Variable Investment Series and GT Global, Inc. (formerly G.T. Global
     Financial  Services,  Inc.),  filed  electronically  as  Exhibit  8.1(b) to
     Post-Effective  Amendment No. 9 to Registration  Statement No. 33-54471, is
     incorporated herein by reference.

8.2(a) Copy of  Participation  Agreement  among Putnam  Capital  Manager  Trust,
     Putnam Mutual Funds Corp. and American  Enterprise Life Insurance  Company,
     dated   January  16,  1995,   filed   electronically   as  Exhibit  8.2  to
     Post-Effective  Amendment No. 2 to Registration  Statement No. 33-54471, is
     incorporated herein by reference.

8.2(b) Copy of Amendment 1 to Schedule A to Participation Agreement among Putnam
     Capital  Manager Trust,  Putnam Mutual Funds Corp. and American  Enterprise
     Life  Insurance  Company,  dated April 30, 1997,  filed  electronically  as
     Exhibit 8.2(b) to Post-Effective  Amendment No. 9 to Registration Statement
     No. 33-54471, is incorporated herein by reference.

8.2(c) Copy of Amendment 2 to Schedule A to Participation Agreement among Putnam
     Capital  Manager Trust,  Putnam Mutual Funds Corp. and American  Enterprise
     Life Insurance  Company,  dated October 30, 1997, filed  electronically  as
     Exhibit 8.2(c) to Post-Effective Amendment No. 10 to Registration Statement
     No. 33-54471, is incorporated herein by reference.

8.2(d) Form of Amendment 3 to Schedule A to Participation Agreement among Putnam
     Capital  Manager Trust,  Putnam Mutual Funds Corp. and American  Enterprise
     Life   Insurance   Company,   filed   electronically   as  Exhibit  8.2  to
     Post-Effective  Amendment No. 11 to  Registration  Statement No.  33-54471,
     filed on or about August 24, 1998, is incorporated herein by reference.

8.3(a)   Copy of Participation Agreement by and among Quest for Value
         Accumulation Trust and American Enterprise Life Insurance Company and
         Quest for Value Distributors, dated February 21, 1995, filed
         electronically as Exhibit 8.3 to Post- Effective Amendment No. 2 to
         Registration Statement No. 33-54471, is incorporated herein by
         reference.

8.3(b)   Copy of Amendment 1 to Schedule A to Participation Agreement among OCC
         Accumulation Trust, American Enterprise Life Insurance Company and OCC
         Distributors, dated October 15, 1997, filed electronically as Exhibit
         8.3(b) to Post-Effective Amendment No. 10 to Registration Statement No.
         33-54471, is incorporated herein by reference.

8.4  Copy of  Participation  Agreement  among  Oppenheimer  Trust  and  American
     Enterprise  Life  Insurance   Company,   dated  October  30,  1997,   filed
     electronically  as  Exhibit  8.4  to  Post-Effective  Amendment  No.  10 to
     Registration Statement No. 33-54471, is incorporated herein by reference.

<PAGE>

8.5      Copy of Participation Agreement among AIM Variable Insurance Funds and
         American Enterprise Life Insurance Company, dated October 30, 1997,
         filed electronically as Exhibit 8.5 to Post-Effective Amendment No. 10
         to Registration Statement No. 33-54471, is incorporated herein by
         reference.

8.6  Copy of  Participation  Agreement  among  Janus Aspen  Series and  American
     Enterprise   Life  Insurance   Company,   dated  October  8,  1997,   filed
     electronically  as  Exhibit  8.6  to  Post-Effective  Amendment  No.  9  to
     Registration Statement No. 33-54471, is incorporated herein by reference.

8.7  Form  of  Fund  Participation  Agreement  among  American  Enterprise  Life
     Insurance Company, American Century Variable Portfolios,  Inc. and American
     Century Investment Management, Inc., filed electronically as Exhibit 8.7 to
     Post-Effective  Amendment No. 11 to  Registration  Statement No.  33-54471,
     filed on or about August 24, 1998, is incorporated herein by reference.

8.8  Copy of Reinsurance Agreement, dated October 16, 1997, filed electronically
     as Exhibit 8.7 to Post-Effective  Amendment No. 9 to Registration Statement
     No. 33-54471, is incorporated herein by reference.

9.       Opinion of counsel and consent to its use as to the legality of the
         securities being registered is filed electronically herewith.

10.      Consent of Independent Auditors is filed electronically herewith.

11.      None.

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 No.
         33-54471, filed on or about July 5, 1994, is incorporated herein by
         reference.

14.1.    Power of Attorney to sign Amendments to this Registration Statement,
         dated March 28, 1997, filed electronically as Exhibit 15 to
         Post-Effective Amendment No. 7 to Registration Statement No. 33-54471,
         is incorporated herein by reference.

14.2.    Power of Attorney to sign Amendments to this Registration Statement,
         dated April 9, 1998, filed electronically as Exhibit 15.2 to
         Post-Effective Amendment No. 10 to Registration Statement No. 33-54471,
         is incorporated herein by reference.
<TABLE>
<CAPTION>

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

<S>                                 <C>                                     <C>   

Name                                  Principal Business Address             Positions and Offices with Depositor
- ------------------------------------- -------------------------------------- --------------------------------------

James E. Choat                        IDS Tower 10                           Director, President and Chief
                                      Minneapolis, MN  55440                 Executive Officer

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

Jeffrey S. Horton                     IDS Tower 10                           Vice President and Treasurer
                                      Minneapolis, MN  55440

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

Bruce A. Kohn                         IDS Tower 10                           Vice President, Group Counsel and
                                      Minneapolis, MN  55440                 Assistant Secretary

<PAGE>

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

Paula R. Meyer                        IDS Tower 10                           Executive Vice President, Assured
                                      Minneapolis, MN  55440                 Assets

Mary Ellyn Minenko                    IDS Tower 10                           Vice President, Group Counsel and
                                      Minneapolis, MN  55440                 Assistant Secretary

Stuart A. Sedlacek                    IDS Tower 10                           Executive Vice President
                                      Minneapolis, MN  55440

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

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

Philip C. Wentzel                     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 Company 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.


Jurisdiction of
Name of Subsidiary
Incorporation
<TABLE>
<CAPTION>
<S>                                                                                  <C>

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 Financial Services

     Advisory Capital Partners LLC                                                      Delaware
     Advisory Capital Strategies Group Inc.                                             Minnesota
     American Centurion Life Assurance Company                                          New York
     American Enterprise Investment Services Inc.                                       Minnesota
     American Enterprise Life Insurance Company                                         Indiana
     American Express Asset Management Group Inc.                                       Minnesota
     American Express Asset Management International Inc.                               Delaware
     American Express Asset Management International (Japan) Ltd.                       Japan
     American Express Asset Management Ltd.                                             England
     American Express Client Service Corporation                                        Minnesota
     American Express Corporation                                                       Delaware
     American Express Financial Advisors Inc.                                           Delaware
     American Express Financial Advisors Japan Inc.                                     Delaware
     American Express Financial Corporation                                             Delaware

<PAGE>

     American Express Insurance Agency of Arizona Inc.                                  Arizona
     American Express Insurance Agency of Idaho Inc.                                    Idaho
     American Express Insurance Agency of Nevada Inc.                                   Nevada
     American Express Insurance Agency of Oregon Inc.                                   Oregon
     American Express Minnesota Foundation                                              Minnesota
     American Express Property Casualty Insurance Agency of Kentucky Inc.               Kentucky
     American Express Property Casualty Insurance Agency of Maryland Inc.               Maryland
     American Express Property Casualty Insurance Agency of Mississippi Inc.
     Mississippi
     American Express Property Casualty Insurance Agency of Pennsylvania Inc.
     Pennsylvania
     American Express Trust Company                                                     Minnesota
     American Partners Life Insurance Company                                           Arizona
     IDS Cable Corporation                                                              Minnesota
     IDS Cable II Corporation                                                           Minnesota
     IDS Capital Holdings Inc.                                                          Minnesota
     IDS Certificate Company                                                            Delaware
     IDS Futures Brokerage Group                                                        Minnesota
     IDS Futures 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 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
     Investors Syndicate Development Corp.                                              Nevada
     Public Employee Payment Company                                                    Minnesota
</TABLE>

Item 27. Number of Contract owners

                  As of March 31, 1999, there were 2,339 contract owners of
                  qualified contracts and there were 2,134 owners of
                  non-qualified contracts.

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.

<PAGE>

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

Item 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 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.
<TABLE>
<CAPTION>

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

<S>                                       <C>                                 <C>   

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

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

Douglas A. Alger                           Senior Vice President - Human        None
IDS Tower 10                               Resources
Minneapolis, MN  55440

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

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

John M. Baker                              Vice President - Plan Sponsor        None
IDS Tower 10                               Services
Minneapolis, MN  55440

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

<PAGE>

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

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

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

John C. Boeder                             Vice President - Nonproprietary      None
IDS Tower 10                               Products
Minneapolis, MN  55440

Walter K. Booker                           Group Vice President - New Jersey    None
IDS Tower 10
Minneapolis, MN  55440

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

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

<PAGE>

Douglas W. Brewers                         Vice President - Sales Support       None
IDS Tower 10
Minneapolis, MN  55440

Karl J. Breyer                             Corporate Senior Vice President      None
IDS Tower 10
Minneapolis, MN  55440

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

Mark W. Carter                             Senior Vice President and Chief      None
IDS Tower 10                               Marketing Officer
Minneapolis, MN  55440

James E. Choat                             Senior Vice President -              Director, President and
IDS Tower 10                               Institutional Products Group         Chief Executive Officer
Minneapolis, MN  55440

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

<PAGE>

Paul A. Connolly                           Vice President - Advisor Staffing,   None
IDS Tower 10                               Training and Support
Minneapolis, MN  55440

Henry J. Cormier                           Group Vice President - Connecticut   None
Commerce Center One
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 Assistant         None
IDS Tower 10                               General Counsel
Minneapolis, MN  55440

Luz Maria Davis                            Vice President - Communications      None
IDS Tower 10
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 - Eastern       None
Two Datran Center                          Florida
Penthouse One B
9130 S. Dadeland Blvd.
Miami, FL  33156

Douglas K. Dunning                         Vice President - Assured Assets      None
IDS Tower 10                               Product Development and Management
Minneapolis, MN  55440

James P. Egge                              Group Vice President - Western       None
4305 South Louise, Suite 202               Iowa, Nebraska, Dakotas
Sioux Falls, SD  57103

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

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

Phillip W. Evans,                          Group Vice President - Rocky         None
Suite 600                                  Mountain
6985 Union Park Center
Midvale, UT  84047-4177

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

Jon E. Hjelm                               Group Vice President - Rhode         None
310 Southbridge Street                     Island/Central - Western
Auburn, MA  01501                          Massachusetts

<PAGE>

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

Jeffrey S. Horton                          Vice President and Treasurer         None
IDS Tower 10
Minneapolis, MN  55440

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

Martin G. Hurwitz                          Vice President - Senior Portfolio    None
IDS Tower 10                               Manager
Minneapolis, MN  55440

James M. Jensen                            Vice President - Insurance Product   None
IDS Tower 10                               Development and Management
Minneapolis, MN  55440

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

Nancy E. Jones                             Vice President - Business            None
IDS Tower 10                               Development
Minneapolis, MN  55440

Ora J. Kaine                               Vice President - Financial           None
IDS Tower 10                               Advisory Services
Minneapolis, MN  55440

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

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

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

Richard W. Kling                           Senior Vice President - Products     Director and Chairman of
IDS Tower 10                                                                    the Board
Minneapolis, MN  55440

John M. Knight                             Vice President - Investment          Treasurer
IDS Tower 10                               Accounting
Minneapolis, MN  55440

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

<PAGE>

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

David S. Kreager                           Group Vice President - Greater       None
Suite 108                                  Michigan
Trestle Bridge V
5126 Lovers Lane
Kalamazoo, MI  49002

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

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

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

Lori J. Larson                             Vice President - Brokerage and       None
IDS Tower 10                               Direct Services
Minneapolis, MN  55440

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

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

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

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

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

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

Sarah A. Mealey                            Vice President - Mutual Funds        None
IDS Tower 10
Minneapolis, MN  55440

Paula R. Meyer                             Vice President - Assured Assets      Director and Executive Vice
IDS Tower 10                                                                    President - Assured Assets
Minneapolis, MN  55440

<PAGE>

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

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

Pamela J. Moret                            Vice President - Variable Assets     None
IDS Tower 10
Minneapolis, MN  55440

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

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

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

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

Michael J. O'Keefe                         Vice President - Advisory Business   None
IDS Tower 10                               Systems
Minneapolis, MN  55440

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

Marc A. Parker                             Group Vice President -               None
10200 SW Greenburg Road                    Portland/Eugene
Suite 110
Portland, OR  97223

Carla P. Pavone                            Vice President - Compensation and    None
IDS Tower 10                               Field Administration
Minneapolis, MN  55440

Thomas P. Perrine                          Senior Vice President - Group        None
IDS Tower 10                               Relationship Leader/American
Minneapolis, MN  55440                     Express Technologies Financial
                                           Services

Susan B. Plimpton                          Vice President - Marketing Services  None
IDS Tower 10
Minneapolis, MN  55440

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

<PAGE>

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

Diana R. Prost                             Group Vice President -               None
3030 N.W. Expressway                       Kansas/Oklahoma
Suite 900
Oklahoma City, OK  73112

James M. Punch                             Vice President and Project Manager   None
IDS Tower 10                               - Platform I Value Enhanced
Minneapolis, MN  55440

Frederick C. Quirsfeld                     Senior Vice President - Fixed        None
IDS Tower 10                               Income
Minneapolis, MN  55440

Rollyn C. Renstrom                         Vice President - Corporate           None
IDS Tower 10                               Planning and Analysis
Minneapolis, MN  55440

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

ReBecca K. Roloff                          Senior Vice President - Field        None
IDS Tower 10                               Management and Financial Advisory
Minneapolis, MN  55440                     Service

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

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

Erven A. Samsel                            Senior Vice President - Field        None
45 Braintree Hill Park                     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 - Arizona/Las   None
Suite 205                                  Vegas
7333 E. Doubletree Ranch Rd
Scottsdale, AZ  85258

Stuart A. Sedlacek                         Senior Vice President and Chief      Executive Vice President
IDS Tower 10                               Financial Officer
Minneapolis, MN  55440

<PAGE>

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

F. Dale Simmons                            Vice President - Senior Portfolio    Vice President, Real Estate
IDS Tower 10                               Manager, Insurance Investments       Loan Management
Minneapolis, MN  55440

Judy P. Skoglund                           Vice President - Quality and         None
IDS Tower 10                               Service Support
Minneapolis, MN  55440

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

Bridget Sperl                              Vice President - Geographic          None
IDS Tower 10                               Service Teams
Minneapolis, MN  55440

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

Lisa A. Steffes                            Vice President - Cardmember          None
IDS Tower 10                               Initiatives
Minneapolis, MN  55440

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

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

James J. Strauss                           Vice President and General Auditor   None
IDS Tower 10
Minneapolis, MN  55440

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

Barbara Stroup Stewart                     Vice President - Channel             None
IDS Tower 10                               Development
Minneapolis, MN  55440

Craig P. Taucher                           Group Vice President -               None
Suite 150                                  Orlando/Jacksonville
4190 Belfort Road
Jacksonville, FL  32216

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

<PAGE>

John R. Thomas                             Senior Vice President                None
IDS Tower 10
Minneapolis, MN  55440

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

Charles F. Wachendorfer                    Group Vice President - Detroit       None
Suite 100                                  Metro
Stanford Plaza II
7979 East Tufts Ave. Pkwy
Denver, CO  80237

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

Donald F. Weaver                           Group Vice President - Greater       None
3500 Market Street, Suite 200              Pennsylvania
Camp Hill, PA  17011

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

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

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

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

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

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

William J. Williams                        Group Vice President - Western       None
Two North Tamiami Trail                    Florida
Suite 702
Sarasota, FL  34236

<PAGE>

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

Michael D. Wolf                            Vice President - Senior Portfolio    None
IDS Tower 10                               Manager
Minneapolis, MN  55440

Michael R. Woodward                        Senior Vice President - Field        None
32 Ellicott St.                            Management
Suite 100
Batavia, NY  14020
</TABLE>
<TABLE>
<CAPTION>

Item 29(c).
<S>                  <C>                    <C>                  <C>                   <C>   

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

American Express        $4,415,795            $199,062             None                  None
Financial Advisors
Inc.
</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.

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 in 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>

                                            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 all of the requirements for effectiveness of this
Amendment to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Minneapolis, and State of Minnesota, on the 28th day
of April, 1999.

                       AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
                              (Registrant)

                       By American Enterprise Life Insurance Company
                                (Sponsor)

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

As required by the Securities Act of 1933, this Amendment to the Registration
Statement has been signed by the following persons in the capacities indicated
on the 28th day of April, 1999.

Signature                           Title

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

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

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

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

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

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

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

<PAGE>

*Signed  pursuant  to  Power  of   Attorney,   dated  March  28,   1997,   filed
     electronically  as  Exhibit  15  to  Post-Effective   Amendment  No.  7  to
     Registration  Statement  No.  33-54471,  filed on or about April 23,  1997,
     incorporated herein by reference.

**Signed   pursuant  to  Power  of   Attorney,   dated  April  9,  1998,   filed
     electronically  as  Exhibit  15.2 to  Post-Effective  Amendment  No.  10 to
     Registration  Statement  No.  33-54471,  filed on or about April 30,  1998,
     incorporated herein by reference.





By:  /s/Mary Ellyn Minenko
      Mary Ellyn Minenko

<PAGE>

CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 12 TO REGISTRATION STATEMENT 
NO. 33-54471

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

The Cover Page.

Part A.

         The prospectus.

Part B.

         Statement of Additional Information.

         Financial Statements.

Part C.

         Other Information.

         The signatures.

Exhibits.



<PAGE>

AEL Personal Portfolio Plus 2
Registration Number 33-54471

EXHIBIT INDEX

Exhibit  9        Opinion of Counsel.

Exhibit 10        Consent of Independent Auditors.



<PAGE>


April 28, 1999




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

RE:      American Enterprise Variable Annuity Account
         Post-Effective Amendment No. 12
         File No.: 33-54471/811-7195

Ladies and Gentlemen:

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

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

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

2.   The Account is a validly created and existing separate account of the
     Company and is duly authorized to issue the securities registered.

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

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

Sincerely,



/s/Mary Ellyn Minenko
Mary Ellyn Minenko
Group Counsel



<PAGE>

                         Consent of Independent Auditors




We consent to the use of our report dated February 4, 1999 on the financial
statements American Enterprise Life Insurance Company and our report dated March
12, 1999 on the financial statements of American Enterprise Variable Annuity
Account in Post-Effective Amendment No. 12 to the Registration Statement (Form
N-4, No. 33-54471) and related Prospectus for the registration of the AEL
Personal Portfolio, AEL Personal Portfolio Plus and AEL Personal Portfolio Plus
2 Annuity Contracts to be offered by American Enterprise Life Insurance Company.






/s/Ernst & Young LLP
Minneapolis, Minnesota
April 28, 1999



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