AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
497, 1999-08-13
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Prospectus
August 6, 1999

American Express Platinum Variable AnnuitySM
Individual flexible premium deferred combination fixed/variable annuity

American Enterprise Variable Annuity Account

Issued by: American Enterprise Life Insurance Company
Administrative Offices: 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 prospectuses for:
o        AIM Variable Insurance Funds, Inc.
o        American Express(R) Variable Portfolio Funds
o        Dreyfus Variable Investment Funds
o        Oppenheimer Variable Account Funds
o        Putnam Variable Trust
o        Wright Managed Blue Chip Series Trust

Please read the prospectuses carefully and keep them for future reference. This
contract is available for nonqualified annuities, IRAs (including Roth IRAs),
Simplified Employee Pensions Plans (SEPs) and Tax-Sheltered Annuity (TSA)
rollovers.

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

An investment in this annuity 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 annuity
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.

<PAGE>
                                         Table of contents

Key Terms................................................................
The Contract in Brief....................................................
Expense Summary..........................................................
Condensed Financial Information (Unaudited)..............................
Financial Statements.....................................................
Performance Information..................................................
The Variable Account.....................................................
The Funds................................................................
The Fixed Account........................................................
Buying your Contract.....................................................
Charges..................................................................
Valuing your Investment..................................................
Making the Most of your Contract.........................................
Withdrawals from your Contract...........................................
TSA - Special Withdrawal Provisions......................................
Changing Ownership.......................................................
Benefits in Case of Death................................................
The Annuity Payout Period................................................
Taxes....................................................................
Voting Rights............................................................
Substitution of Investments..............................................
Distribution of the Contract.............................................
About the Service Providers..............................................
Year 2000................................................................
Table of Contents of the Statement of Additional Information.............

<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- Investment options under your contract. 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 receives the contract's benefits.

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:

o Individual Retirement Annuities (IRAs), including Roth IRAs
o Simplified Employee Pension Plans (SEPs)
o Tax-Sheltered Annuity (TSA) rollovers

All other contracts are 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 variable subaccount at the close of business on each valuation
date.

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

<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 sales representative or
to our office within the time stated on the first page of your contract and
receive a full refund of the contract value. We will not deduct any charges.
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:

o    the variable 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 of
     purchase payments you allocate to the variable subaccounts. (p. )

o    the fixed account, which earns interest at a rate that we adjus
     periodically. (p. )

Buying your contract: Your sales representative 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
payments.

o   Minimum initial purchase payment - $2,000
o   Minimum additional purchase payment - $100 ($50 for Systematic Investment
    Plan payments)
o   Maximum total purchase payments (without prior approval) -
                  $1,000,000 (for issue ages up to 85)
                  $100,000 (for issue ages 86 to 90) (p. )

Transfers:  Subject to certain  restrictions you currently may redistribute your
money among accounts 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. )

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 you make withdrawals prior to your reaching age 59 1/2) and
may have other tax consequences; also, certain restrictions apply. (p. )

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. )

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. )

<PAGE>

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 variable subaccount and the fixed
account. (p. )

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. However, Roth IRAs may grow and be
distributed tax free if you meet certain distribution requirements. (p.)

Charges:

o    $30 annual contract administrative charge;
o    0.15% variable account administrative charge;
o    1.25% mortality and expense risk fee;
o    withdrawal charge;
o    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, but we reserve the right to
     deduct this tax at other times such as when you make purchase payments;
     and
o    the operating expenses of the funds. (p.)

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 variable subaccounts and funds below.
Some expenses may vary as we explain under "Charges."

Contract owner expenses:

Withdrawal charge (contingent deferred sales charge as a percentage of purchase
payment withdrawn)

          Years from purchase                      Withdrawal charge
            payment receipt                            percentage
                   1                                      8.5%
                   2                                      8.5%
                   3                                        8%
                   4                                        7%
                   5                                        5%
                   6                                        4%
                   7                                        2%
               Thereafter                                   0%

Annual contract administrative charge                  $30

<PAGE>

Annual variable account expenses
(as a percentage of average subaccount value)

         Variable account administrative charge...............0.15%

         Mortality and expense risk fee.......................1.25%

Total annual variable account expenses  ......................1.40%

Annual operating expenses of the funds
(as a percentage of average daily net assets)

<TABLE>
<CAPTION>
<S>             <C>            <C>           <C>          <C>            <C>             <C>         <C>           <C>
                                                                                            AXP
                                                                          AXP Variable   Variable     AXP Variable  AXP Variable
                     AIM V.I.                                               Portfolio-   Portfolio-    Portfolio-    Portfolio-
                     Capital      AIM V.I.                   AXP Variable      Cash        Extra         Managed         New
                   Appreciation International   AIM V.I.    Portfolio-Bond  Management   Income Fund*     Fund*       Dimensions
                       Fund      Equity Fund   Value Fund       Fund*          Fund*                                     Fund*

Management fees      0.62%         0.75%         0.61%         0.60%         0.50%         0.62%         0.59%         0.61%

12b-1 fees            --           --             --             --            --            --           --              --

Other expenses       0.05          0.16          0.05          0.07          0.06          0.09          0.04          0.06

Total                0.67%1        0.91%1        0.66%1        0.67%2        0.56%2        0.71%2        0.63%2        0.67%2

                                  Dreyfus                                  Oppenheimer                               Putnam VT
                      Dreyfus      Small         Dreyfus     Oppenheimer   Main Street   Oppenheimer   Putnam VT    International
                    Disciplined   Company       Socially        Global     Growth &       Strategic    Growth and    Growth and
                       Stock       Stock       Responsible    Securities     Income         Bond         Income        Income
                     Portfolio   Portfolio     Growth Fund     Fund/VA      Fund/VA        Fund/VA    Fund-Class IB   Fund-Class IB
                                                                                                        Shares           Shares

Management fees        0.75%        0.75%         0.75%          0.68%       0.74%          0.74%        0.46%          0.80%

12b-1 fees              --          --             --            --            --            --          0.15           0.15

Other expenses         0.13         0.23          0.05           0.06        0.05           0.06         0.04           0.19

Total                  0.88%        0.98%         0.80%          0.74%       0.79%          0.80%        0.65%          1.14%

                                   Wright
                                  Catholic
                     Putnam VT     Values       Wright        Wright
                    Vista Fund -   Equity     International  Selected
                     Class IB    Investment    Blue Chip     Blue Chip
                     Shares      Portfolio    Portfolio     Portfolio

Management fees       0.65%        0.75%         0.75%         0.55%

12b-1 fees            0.15          --            --            --

Other expenses        0.12         0.50          1.10          0.60

Total                 0.92%        1.25%         1.85%         1.15%

Please read the fund prospectuses for more information about fund operating
expenses.

1 Operating expenses of the underlying funds as of Dec. 31, 1998.
2 Annualized operating expenses of underlying mutual funds at Dec. 31, 1998.

*AXP is a service mark of American Express Company.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>        <C>           <C>           <C>         <C>            <C>             <C>          <C>             <C>
Example:*
                                                                                      AXP
                                                                    AXP Variable    Variable     AXP Variable    AXP Variable
                AIM V.I.                                             Portfolio-    Portfolio-    Portfolio-       Portfolio-
                Capital       AIM V.I.               AXP Variable      Cash          Extra         Managed           New
             Appreciation  International   AIM V.I.  Portfolio-Bond  Management    Income Fund      Fund          Dimensions
                Fund       Equity Fund   Value Fund       Fund*       Fund                                          Fund

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        $ 107.22      $109.68     $ 107.12    $ 107.22        $ 106.09        $ 107.63      $ 106.81        $ 107.22

3 years         148.53       155.94       148.23      148.53          145.13          149.77        147.30          148.53

5 years         167.46       179.82       166.94      167.46          161.75           --           165.38          167.46

10 years        252.16       276.93       251.11      252.16          240.61           --           247.97          252.16

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         $ 22.22       $24.68      $ 22.12     $ 22.22         $ 21.09         $ 22.63       $ 21.81         $ 22.22

3 years          68.53        75.94        68.23       68.53           65.13           69.77         67.30           68.53

5 years         117.46       129.82       116.94      117.46          111.75           --           115.38          117.46

10 years        252.16       276.93       251.11      252.16          240.61           --           247.97          252.16

                Dreyfus     Dreyfus      Dreyfus                    Oppenheimer                                   Putnam VT
              Disciplined    Small       Socially    Oppenheimer    Main Street                    Putnam VT     International
                 Stock      Company    Responsible      Global    Growth & Income    Oppenheimer   Growth and    Growth and Income
               Portfolio     Stock     Growth Fund    Securities      Fund/VA         Strategic    Income Fund    Fund-Class IB
                           Portfolio                   Fund/VA                       Bond Fund/VA  -Class IB       Shares
                                                                                                     Shares
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       $ 109.37      $ 110.40     $ 108.55      $ 107.94      $ 108.45        $ 108.55       $ 107.12       $ 113.37

3 years        155.01        158.09       152.55        150.70        152.24          152.55         148.23         166.97

5 years         --            --           --            --            --              --            166.94          --

10 years        --            --           --            --            --              --            251.11          --

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         $ 24.37      $ 25.40      $ 23.55       $ 22.94       $ 23.45         $ 23.55        $ 22.12        $ 28.37

3 years          75.01        78.09        72.55         70.70         72.24           72.55          68.23          86.97

5 years          --           --           --            --            --              --            116.94          --

10 years         --           --           --            --            --              --            251.11          --

<PAGE>

                                   Wright
                                  Catholic
                                   Values      Wright          Wright
                    Putnam VT      Equity    International    Selected
                   Vista Fund -  Investment    Blue Chip      Blue Chip
                    Class IB     Portfolio    Portfolio       Portfolio
                     Shares

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              $ 110.81     $ 120.34     $ 119.32       $ 112.14

3 years               159.32       187.59       184.57         163.30

5 years                --           --            --             --

10 years               --           --            --             --

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               $ 25.81      $ 35.34      $ 34.32        $ 27.14

3 years                79.32       107.59       104.57          83.30

5 years                --           --            --             --

10 years               --           --            --             --

* In this example, the $30 annual contract administrative charge is approximated
as a .098% charge based on the average estimated contract size. Premium taxes
imposed by some state and local governments are not reflected in this example.
</TABLE>

You should not consider this example to be a representation of past or future
expenses. Actual expenses may be more or less than those shown.

Condensed Financial Information (unaudited)

The following tables give per-unit information about the financial history of
each variable subaccount. We have not provided this information for some of the
subaccounts because they are new and do not have any history.
<TABLE>
<CAPTION>
<S>                                                                        <C>         <C>        <C>        <C>
                                                                             1998        1997       1996       1995

Subaccount EIN3 (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 EVA3 (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 ESI1 (Investing in shares of AXP Variable Portfolio-Bond
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%
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

<S>                                                                          <C>         <C>        <C>        <C>
                                                                             1998        1997       1996       1995

Subaccount EMS1 (Investing in shares of AXP Variable Portfolio-Cash
Management Fund)
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 yield5                                                                 3.24%       3.71%      3.26%      3.53%
Compound yield5                                                               3.29%       3.78%      3.32%      3.59%

Subaccount EMG1 (Investing in shares of AXP Variable Portfolio-Managed
Fund)
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%

Subaccount EGD2 (Investing in shares of AXP Variable Portfolio-New
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 EPG4 (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%       --         --         --

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.
</TABLE>

Financial Statements

You can find our audited financial statements and the audited financial
statements of the subaccounts in the SAI. We have not provided audited financial
statements for some of the subaccounts because they are new.

Performance Information

Performance information for the variable 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 the funds. For some subaccounts, we do not provide any
performance information because they are new and have not had any activity to
date. We also show performance from the commencement date of the funds as if the
contract existed at that time, which it did not. Although we base performance
figures on historical earnings, past performance does not guarantee future
results.

<PAGE>

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 the deduction of all applicable charges including:
o contract administrative charge;
o mortality and expense risk fee;
o variable account administrative charge; and
o withdrawal charge (assuming a withdrawal at the end of the illustrated period)

We also show optional total return quotations that do not reflect a withdrawal
charge deduction (assuming no withdrawal). We may show total return quotations
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
subaccount if it is less than 10 years old).

Cumulative total return is the cumulative change in the value of the 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 simple yield because of the
compounding effect of the assumed reinvestment.

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 and policies, characteristics and quality of the fund in which the
subaccount invests and the market conditions during the given time period.
Advertised yields and total return figures include charges that reduce the
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,
contact us at the address or telephone number on page 1 of the prospectus.

<PAGE>

The Variable Account

You may allocate purchase payments to any or all of the subaccounts of the
variable account that invest in shares of the following funds:

Subaccount     Investing In:

ECA            AIM V.I. Capital Appreciation Fund
EIN            AIM V.I. International Equity Fund
EVA            AIM V.I. Value Fund
ESI            AXP Variable Portfolio-Bond Fund
EMS            AXP Variable Portfolio-Cash Management Fund
EIA            AXP Variable Portfolio-Extra Income Fund
EMG            AXP Variable Portfolio-Managed Fund
EGD            AXP Variable Portfolio-New Dimensions Fund
EDS            Dreyfus Variable Investment Fund, Disciplined Stock Portfolio
ECO            Dreyfus Variable Investment Fund, Small Company Stock Portfolio
ESR            Dreyfus Socially Responsible Growth Fund
EGS            Oppenheimer Global Securities Fund/VA
EGC            Oppenheimer Main Street Growth & Income Fund/VA
EST            Oppenheimer Strategic Bond Fund/VA
EPG            Putnam VT Growth and Income Fund-Class IB Shares
EPI            Putnam VT International Growth and Income Fund-Class IB Shares
EPT            Putnam VT Vista Fund-Class IB Shares
ECV            Catholic Values Equity Investment Portfolio
EIB            Wright International Blue Chip Portfolio
EBC            Wright Selected Blue Chip Portfolio

We reserve the right to limit the maximum number of subaccounts to which you can
allocate purchase payments or contract value at any time.

The variable account also includes other subaccounts that are available under
contracts not described in this prospectus. 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 variable subaccount or of our general business.

The U.S. Treasury and the Internal Revenue Service (IRS) said that they may
provide additional guidance on investment control. This concerns how many
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 contract 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 the contract continues to
qualify as an annuity for federal income tax purposes. We reserve the right to
modify the contract as necessary to comply with any new tax laws.

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.

<PAGE>

The Funds

AIM V.I. Capital Appreciation Fund

Objective:  growth of  capital.  Invests  in common  stocks,  with  emphasis  on
medium- and small-sized growth companies.

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 market
generally. Income is a secondary objective.

AXP Variable Portfolio-Bond 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.

AXP Variable Portfolio-Cash Management Fund

Objective:  maximum current income consistent with liquidity and conservation of
capital. Invests in money market securities.

AXP Variable Portfolio-Extra Income Fund

Objective:  high current income,  with capital growth as a secondary  objective.
Invests primarily in long-term,  high yielding,  high-risk debt securities below
investment grade issued by U.S. and foreign corporations.

AXP Variable Portfolio-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.

AXP Variable Portfolio-New Dimensions Fund

Objective:  long-term growth of capital.  Invests  primarily in common stocks of
U.S. and foreign companies showing potential for significant growth.

Dreyfus Variable Investment Fund, Disciplined Stock Portfolio

Objective: investment returns (consisting of capital appreciation and income)
that are greater than the total return performance of stocks represented by the
Standard & Poor's 500 Composite Stock Index. Invests primarily in a blended
portfolio of growth and value stocks chosen through a disciplined investment
process.

<PAGE>

Dreyfus Variable Investment Fund, Small Company Stock Portfolio

Objective: investment returns (consisting of capital appreciation and income)
that are greater than the total return performance of stocks represented by the
Russell 2500 (tm) Stock Index (Russell 2500). Invests primarily in a blended
portfolio of growth and value stocks of small and midsize domestic companies,
whose market values generally range between $100 million and $3 billion.

The Dreyfus Socially Responsible Growth Fund, Inc.

Objective: capital growth, with current income as a secondary goal. Invests
primarily in the common stocks of companies that, in the opinion of the fund's
management, meet traditional investment standards and conduct their business in
a manner that contributes to the enhancement of the quality of life in America.

Oppenheimer Global Securities Fund/VA

Objective:  long-term  capital  appreciation.  Invests a substantial  portion of
assets in  securities  of foreign  issuers,  "growth-type"  companies,  cyclical
industries  and special  situations  that are  considered  to have  appreciation
possibilities.

Oppenheimer Main Street Growth & Income Fund/VA

Objective:  high total return (which  includes growth in the value of its shares
as well as current income). Invests in equity and debt securities.

Oppenheimer Strategic Bond Fund/VA

Objective:  high level of current  income  principally  derived from interest on
debt  securities.  The Fund seeks to enhance that income by writing covered call
option on debt securities.

Putnam VT Growth and Income Fund - Class 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 International Growth and Income Fund - Class IB Shares

Objective: capital growth with high current income as a secondary objective by
investing primarily in common stocks that Putnam Investment Management Inc.
("Putnam Management") believes offer potential for capital growth, and may,
consistent with its investment objectives, invest in common stocks that Putnam
Management believes offer potential for current income.

Putnam VT Vista Fund - Class IB Shares

Objective: capital appreciation by investing in a diversified portfolio of
common stocks which Putnam Management believes have the potential for
above-average capital appreciation.

Wright Catholic Values Equity Investment Portfolio

Objective: long-term growth of capital and reasonable current income from
investments consistent with the core values of the Catholic Church. Reasonable
income means the income that can be achieved from an equity portfolio. Invests
at least 80% of its net assets in the equity securities of well-established
companies on the quality oriented Approved Wright Investment Lists (AWIL).

<PAGE>

Wright International Blue Chip Portfolio

Objective:  long-term  capital  appreciation.  Invests  at least  80% of its net
assets in the equity securities of  well-established  non-U.S.  companies on the
International Approved Wright Investment List (IAWIL).

Wright Selected Blue Chip Portfolio

Objective:  long-term capital  appreciation,  with current income as a secondary
objective.  Invests at least 80% of its net assets in the equity  securities  of
well-established  quality  companies  on the  Approved  Wright  Investment  List
(AWIL).

The investment objectives and policies of some of the funds may be similar to
the investment objectives and policies of other mutual funds that the investment
advisors or their 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 investment options for variable annuities.
Some funds also are available to serve as underlying investments for variable
life insurance policies and qualified plans. It is possible that in the future
it may be disadvantageous for variable annuity accounts, variable life insurance
accounts and/or qualified plans to invest in the available funds simultaneously.
Although the insurance company and the funds currently do not 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.

The IRS has issued final regulations relating to the diversification
requirements under Section 817(h) of the Internal Revenue Code of 1986, as
amended (Code). Each fund intends to comply with these requirements.

The investment managers for the funds are as follows:

o       AIM Variable Insurance Funds, Inc. - A I M Advisors, Inc.

o       American Express Variable Portfolio Funds. American Express Financial
        Corporation (AEFC) is the investment advisor for the American Express
        Variable Portfolio Funds.

o       Dreyfus Variable Investment Funds - The Dreyfus Corporation

o       The Dreyfus Socially Responsible Growth Fund, Inc. - The Dreyfus
        Corporation, NCM (Sub-Investment Advisor)

o       Oppenhiemer Variable Account Funds - OppenheimerFunds, Inc.

o       Putnam Variable Trust - Putnam Investment Management, Inc.

o       Wright Managed Blue Chip Series Trust - Wright Investors' Service, 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.

<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 the general account
of American Enterprise Life, the company's main portfolio of investments. We
credit and compound interest daily to produce an effective annual interest rate.
We may change the interest rate from time to time.

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
"Transfer Policies" for restrictions on transfers involving the fixed account.)

Buying your Contract

Your sales representative 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 contract or be the annuitant if you are 90 or younger.

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

The contract provides for allocation of purchase payments to the subaccounts
and/or to the fixed account in even 1% increments.

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 the application 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 contract under a Systematic Investment
Plan (SIP). You must make an initial purchase payment of at least $2,000. Then,
to begin the SIP, you will complete and send a form and your first SIP 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.

The retirement date
Annuity payouts are scheduled 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.

<PAGE>

For nonqualified annuities and Roth IRAs, the retirement date must be:

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

For qualified annuities (except Roth IRAs), to avoid IRS penalty taxes, the
retirement date generally must be:

o    on or after the date the annuitant reaches age 59 1/2; and
o    for IRAs and SEPs, by April 1 of the year following the calendar year when
     the annuitant reaches age 70 1/2; or
o    for TSAs:
       - by April 1 of the year following the calendar year when the annuitant
         reaches age 70 1/2, or,
       - if later, retires (except that 5% business owners may not select a
         retirement date that is later than April 1 of the year following the
         calendar year when they reach age 70 1/2).

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

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 initial purchase payment (includes SIPs): $2,000

Minimum additional purchase payment:
         $100 for regular purchase payments
         $ 50 for SIPs

Maximum total purchase payments:
         $1,000,000 (for issue ages up to 85 without prior approval) $100,000
         (for issue ages 86 to 90 without prior approval)

How to make purchase payments
By letter

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

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

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

<PAGE>

By SIP:

Contact your sales representative to complete the necessary SIP paperwork.

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 the 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 the 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 apply this charge daily to the variable subaccounts. It is reflected in the
unit values of the subaccounts 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 variable 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 and 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:

o   first, to the extent possible, the subaccounts pay this fee from any
    dividends distributed from the funds in which they invest;

o   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.

<PAGE>

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:

o    First, we withdraw up to 15% of your prior anniversary contract value that
     you have not yet withdrawn during this contract year. We do not assess a
     withdrawal charge on this amount.

o    Next, we withdraw contract earnings, if any, that are greater than the
     annual 15% free withdrawal amount described above. Contract earnings are
     contract value minus all purchase payments received and not previously
     withdrawn. We determine contract earnings by looking at the entire contract
     value, not the earnings of any particular subaccount or the fixed account.
     We do not assess a withdrawal charge on this amount.

o    Next, we withdraw purchase payments we received eight or more years before
     the withdrawal and not previously withdrawn. We do not assess a withdrawal
     charge on purchase payments received eight or more years before withdrawal.

o    Finally, if necessary, we withdraw purchase payments received in the seven
     years before the withdrawal on a "first-in, first-out" (FIFO) basis. We do
     assess a withdrawal charge on these payments. We determine your withdrawal
     charge 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 years since you made
the payments withdrawn.

     Years from purchase            Withdrawal charge
       payment receipt                 percentage
              1                           8.5%
              2                           8.5%
              3                            8%
              4                            7%
              5                            5%
              6                            4%
              7                            2%
          Thereafter                       0%

Withdrawal charge calculation example

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

o   The contract date is July 1, 1999 with a contract year of July 1 through
    June 30 and with an anniversary date of July 1 each year; and

o   We received these payments:
       - $10,000 July 1, 1999;
       - $8,000 Dec. 31, 2004;
       - $6,000 Feb. 20, 2007; and

o   The owner withdraws the contract for its total withdrawal value of $38,101
    on Aug. 5, 2009 and had not made any other withdrawals during that contract
    year; and

<PAGE>
<TABLE>
<CAPTION>
<S>           <C>                  <C>
o  The prior anniversary July 1, 2008 contract value was $38,488.

         Withdrawal charge                                         Explanation
                $0                    $5,773.20 is 15% of the prior anniversary contract value withdrawn
                                      without withdrawal charge; and

                 0                    $8,327.80 is contract earnings in excess of the 15% free withdrawal
                                      amount withdrawn without withdrawal charge; and

                 0                    $10,000 July 1, 1999 payment was received
                                      eight or more years before withdrawal and
                                      is withdrawn without withdrawal charge;
                                      and

                400                   $8,000 Dec. 31, 2004 payment is in its fifth year from receipt,
                                      withdrawn with a 5% withdrawal charge; and

                480                   $6,000 Feb. 20, 2007 payment is in its third year from receipt
                                      withdrawn with a 8% withdrawal charge.

- - -------------------------------------
                $880
</TABLE>

For a partial withdrawal that is subject to a withdrawal charge, the amount we
actually withdraw from your contract value 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 take a full withdrawal from
your contract, we also will deduct the $30 contract administrative charge.

Waiver of withdrawal charge

We do not assess withdrawal charges for:

o    withdrawals during the year totaling the greater of 15% of your prior
     contract anniversary contract value or contract earnings;
o    required minimum distributions from a qualified annuity (for those amounts
     required to be distributed from the contract described in this prospectus);
o    contracts settled using an annuity payout plan;
o    death benefits;
o    withdrawals you make under your contract's "Waiver of Withdrawal Charges"
     provision. To the extent permitted by state law, your contract will include
     this provision when the owner and annuitant are under age 76 on the date 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, you or the annuitant
     are confined to a hospital or nursing home and have been for the prior 60
     days. (See your contract for additional conditions and restrictions on this
     waiver); and
o    withdrawals you make if you or the annuitant are diagnosed in the second or
     later contract years as disabled with a medical condition that with
     reasonable medical certainty will result in death within 12 months or less
     from the date of the licensed physician's statement. You must provide us
     with a licensed physician's statement containing the terminal illness
     diagnosis and the date the terminal illness was initially diagnosed.

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.

<PAGE>

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. Currently, we deduct any applicable premium tax when you make a full
withdrawal from your contract or when annuity payouts begin, but we reserve the
right to deduct this tax at other times such as when you make purchase payments.

Valuing your Investment

We value your fixed account and variable subaccounts as follows:

Fixed account: We value the amounts you allocated to the fixed account directly
in dollars. The fixed account value equals:
o   the sum of your purchase payments and transfer amounts allocated to the
    fixed account;
o   plus interest credited;
o   minus the sum of amounts withdrawn (including any applicable withdrawal
    charges) and amounts transferred out; and
o   minus any prorated contract administrative charge.

Variable subaccounts: We convert amounts you allocated to the variable
subaccounts into accumulation units. Each time you make a purchase payment or
transfer amounts into one of the variable 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 variable
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 variable
account 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 variable subaccount equals the last
value times the subaccount's current net investment factor.

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 accumulation unit
value may increase or decrease. You bear all the investment risk in a variable
subaccount.

<PAGE>

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

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

o        additional purchase payments you allocate to the variable subaccounts;
o        transfers into or out of the variable subaccounts;
o        partial withdrawals;
o        withdrawal charges; and/or
o        prorated portions of the contract administrative charge.

Accumulation unit values will fluctuate due to:

o  changes in funds net asset value;
o  dividends distributed to the variable subaccounts;
o  capital gains or losses of funds;
o  fund operating expenses;
o  mortality and expense risk fees; and/or
o  variable account administrative charges.

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 underlying 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.

<PAGE>
<TABLE>
<CAPTION>
How dollar-cost averaging works
<S>                   <C>            <C>              <C>                 <C>

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

                        Mar              100                17                  5.88

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

                        Jul              100                17                  5.88

                        Aug              100                19                  5.26

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

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

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

Asset allocation and rebalancing
You can ask us in writing to have the variable subaccount portion of your
contract value allocated according to the percentages (in whole percentage
amounts) that you choose. We automatically will rebalance this variable
subaccount portion of your contract value either quarterly, semi-annually or
annually. The period you select will start to run on the date we record your
request. On the first valuation date of each of these periods, we automatically
will rebalance your contract value so that the value in each subaccount matches
your current subaccount percentage allocations. These percentage allocations
must be in whole numbers. Asset rebalancing does not apply to the fixed account.
There is no charge for asset rebalancing.

You can change your percentage allocations or your rebalancing period at any
time by contacting us in writing. We will restart the rebalancing period you
selected as of the date we record your change. You also can ask us in writing to
stop rebalancing your contract value. You must allow 30 days for us to change
any instructions that currently are in place. For more information on asset
rebalancing, contact your sales representative.

Transferring money between accounts
You may transfer money from any one variable 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.

<PAGE>

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, at our sole discretion, that the exercise of that right by one
or more contract owners is, or would be, to the disadvantage of other contract
owners. We could apply any modification to transfers to or from some or all of
the subaccounts. These modifications could include, but not be limited to:

o    the requirement of a minimum time period between each transfer;
o    not accepting transfer requests of a sales representative acting under a
     power of attorney on behalf of more than one contract owner; or
o    limiting the dollar amount that a contract owner can transfer between the
     subaccounts and the fixed account at any one time.

We may apply these modifications or restrictions in any reasonable manner to
prevent transfers we believe will disadvantage other contract owners. (For
information on transfers after annuity payouts begin, see "Transfer policies.")

Transfer policies
o        Before annuity payouts begin, you may transfer contract values between
         the variable 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.

o        You may transfer contract values from the fixed account to the variable
         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). The transfer
         from the fixed account to the subaccounts will be effective on the
         valuation date we receive it.

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

o        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 variable subaccounts. During the annuity payout period, we reserve
         the right to limit the number of subaccounts in which you may invest.

How to request a transfer or a withdrawal
1        By letter

Send your name, contract number, Social Security Number or Taxpayer
Identification Number and signed request for a transfer or withdrawal to:

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

<PAGE>

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

2        By automated transfers and automated partial withdrawals

Your sales representative can help you set up automated transfers among your
subaccounts or fixed account or partial withdrawals from the accounts.

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

o        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.

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

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

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

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

3        By Phone

Call between 8 a.m. and 6 p.m. Central time:

1-800-333-3437 or
(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

<PAGE>

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 withdrawal 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.

Withdrawals from your Contract

You may withdraw all or part of your contract 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 your 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-Withdrawal charge") 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 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 account correlates to your total contract
value, unless you request otherwise.

Receiving payment when you request a withdrawal By regular or express mail:

o        Payable to you.
o        Mailed to address of record.

NOTE: We will charge you a fee if you request express mail delivery.

Normally, we will send the payment 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.

<PAGE>

TSA Special Withdrawal Provisions

Participants in tax-sheltered annuities: The Code imposes certain restrictions
on your right to receive early distributions from a TSA:

o    Distributions attributable to salary reduction contributions (plus
     earnings) made after Dec. 31, 1988, or to transfers or rollovers from other
     contracts, may be made from the TSA only if:
        -  you are at least age 59 1/2;
        -  you are disabled as defined in the Code;
        -  you separated from the service of the employer who purchased the
           contract; or
        -  the distribution is because of your death.

o    If you encounter a financial hardship (as defined by the Code), you may
     receive a distribution of all contract values attributable to salary
     reduction contributions made after Dec. 31, 1988, but not the earnings on
     them.

o    Even though a distribution may be permitted under the above rules, it may
     be subject to IRS taxes and penalties (see "Taxes").

o    The above restrictions on distributions do not affect the availability of
     the amount credited to the contract as of Dec. 31, 1988. The restrictions
     also do not apply to transfers or exchanges of contract value within the
     contract, or to another registered variable annuity contract or investment
     vehicle available through the employer.

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.

Benefits in Case of Death

There are two death benefit options under this contract. If both you and the
annuitant are under age 76 on the contract date, you can elect either Option A
or Option B in your application. If either you or the annuitant are age 76 or
older on the contract date, Option B will apply. We show the option that applies
in your contract.

Under either option, we will pay the death benefit to your beneficiary upon the
earlier of your death or the annuitant's death. If a contract has more than one
person as the owner, we will pay benefits upon the first to die of any owner or
the annuitant. Other rules apply to qualified annuities (See "Taxes").

<PAGE>

Option A
We will pay the beneficiary the greatest of:

1.  the contract value; or
2.  the total purchase payments paid less "adjustments for partial withdrawals;"
    or
3.  the "maximum anniversary value" immediately preceding the date of death
    increased by the dollar amount of any payments since that anniversary and
    reduced by any adjustments for partial withdrawals since that anniversary.

Maximum anniversary value: Each contract anniversary prior to the earlier of
your or the annuitant's 81st birthday, we calculate the anniversary value which
is the greater of:

         (a) the contract value on that anniversary; or

         (b) total payments made to the contract minus adjustments for partial
             withdrawals.

The "maximum anniversary value" is equal to the greatest of these anniversary
values.

After your or the annuitant's 81st birthday, the death benefit continues to be
the death benefit value as of that date, plus any subsequent payments and minus
any adjustments for partial withdrawals.

Option B
We will pay the beneficiary the greatest of:

1.  the contract value; or
2.  the total purchase payments paid less "adjustments for partial withdrawals;"
    or
3.  the maximum fifth year anniversary value immediately preceding the date of
    death increased by the dollar amount of any payments since that fifth
    anniversary and reduced by any adjustments for partial withdrawals since
    that fifth  anniversary.

Maximum fifth year anniversary value: Each fifth contract anniversary prior to
the earlier of your or the annuitant's 86th birthday, we calculate the fifth
year anniversary value which is the greater of:

         (a) the contract value on that anniversary; or

         (b) total payments made to the contract minus adjustments for partial
             withdrawals.

The "maximum fifth year anniversary value" is equal to the greatest of these
fifth year anniversary values.

After your or the annuitant's 86th birthday, the death benefit continues to be
the death benefit value as of that date, plus any subsequent payments and minus
any adjustments for partial withdrawals.

Adjustments for partial withdrawals: Under either Option A or Option B, we
calculate "adjustments for partial withdrawals" for each partial withdrawal as
the product of (a) times (b) where:

         (a) is the ratio of the amount of the partial withdrawal (including any
         applicable withdrawal charge) to the contract value on the date of (but
         prior to) the partial withdrawal; and

         (b) is the death benefit on the date of (but prior to) the partial
          withdrawal.

<PAGE>

Example:

Option A

o  The contract is purchased with a payment of $20,000 on January 1, 1999.

o  On January 1, 2000 (the first contract anniversary) the contract value has
   grown to $24,000.

o  On March 1, 2000 the contract value has fallen to $22,000, at which point th
   owner takes a $1,500 partial withdrawal, leaving a contract value of $20,500.

The death benefit on March 1, 2000 is calculated as follows:

   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, calculated as:         1,500 x 24,000 =                -1,636.36
                                           22,000

   for a death benefit of:                                            $22,363.64

Example:

Option B

o  The contract is purchased with a payment of $20,000 on January 1, 1999.

o  On January 1, 2004 (the fifth contract anniversary) the contract value has
   grown to $35,000.

o  On March 1, 2005 the contract value has fallen to $32,000, at which point the
   owner takes a $1,500 partial withdrawal, leaving a contract value of $30,500.

The death benefit on March 1, 2005 is calculated as follows:

  The highest contract value on any prior contract anniversary:       $35,000.00

  plus any purchase payments paid since that anniversary:                 + 0.00

  less any "adjusted partial withdrawal" taken since that anniversary,
  calculated as:         1,500 x 35,000 =                              -1,640.63
                            32,000

  for a death benefit of:                                            $33,359.37

<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 contract as owner until the date on which the annuitant would have
reached age 70 1/2 or any other date permitted by the Code. To do this, the
spouse must give us written instructions within 60 days after we receive proof
of death.

Payments: 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:

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

When paying the beneficiary, we will process the death claim on the valuation
date 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 are 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").

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. We do not deduct 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 amount 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, we reserve
the right to limit the number of subaccounts in which you may invest.

Amounts of fixed and variable payouts depend on:
o        the annuity payout plan you select;
o        the annuitant's age and, in most cases, sex;
o        the annuity table in the contract; and
o        the amounts you allocated to the accounts 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 underlying 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.

<PAGE>

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 are rising and decrease more
rapidly when they are declining.

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

o Plan A - Life annuity - no refund: 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.

o 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.

o 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.

o 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.


o Plan E -  Payouts  for a  specified  period:  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.  During the payout period,  you can elect to
have us determine the present value of any remaining variable payouts and pay it
to you in a lump  sum.  The  present  value is  determined  separately  for each
variable  subaccount from which you are currently scheduled to receive payments.
The present value for each  subaccount is equal to the  discounted  value of the
remaining annuity  payments which are assumed to remain level. The discount rate
used in the calculation will vary  between  5.05%  and 7.15%  depending  on the
applicable assumed investment rate (AIR) and the fund management fees. 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:

o        over the life of the annuitant;
o        over the joint lives of the annuitant and a designated beneficiary;
o        for a period not exceeding the life expectancy of the annuitant; or
o        for a period not exceeding the joint life expectancies of the annuitant
         and a designated beneficiary.

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 have allocated to the fixed account will provide fixed
dollar payouts and contract values that you have allocated among the subaccounts
will provide variable annuity payouts.

<PAGE>

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.

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 normally are 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 and be distributed 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 IRAs) and after your
death. You should refer to your retirement plan or adoption agreement, or
consult a tax adviser 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 years 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.

<PAGE>

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:

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

For a qualified annuity, other penalties or exceptions may apply if you make
withdrawals from your 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.

Withholding from TSAs: If you receive directly all or part of the contract value
from your TSA, mandatory 20% income tax withholding generally will be imposed at
the time we make the payout. This mandatory withholding is in place of the
elective withholding discussed above. This mandatory withholding will not be
imposed if:

o    instead of receiving the distribution check, you elect to have the
     distribution rolled over directly to an IRA or another eligible plan;
o    the payout is one in a series of substantially equal periodic payouts, made
     at least annually, over your life or life expectancy (or the joint lives or
     life expectancies of you and your designated beneficiary) or over a
     specified period of 10 years or more; or
o    the payout is a minimum distribution required under the Code.

Payments we make to a surviving spouse instead of being directly rolled over to
an IRA also may be subject to mandatory 20% income tax withholding.

State withholding also may be imposed on taxable distributions.

<PAGE>

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 this reason and because tax consequences
are complex and highly individual and cannot always be anticipated, you should
consult a tax adviser 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 amendments.

Voting Rights

As a contract owner with investments in the variable 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 variable subaccount to the total
number of votes allowed to the subaccount.

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

o  the reserve held in each subaccount for your contract; divided by
o  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 these
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 have received instructions.

Substitution of Investments

We may change the funds in which the subaccounts invest if:
o  laws or regulations change;
o  the existing funds become unavailable; or
o  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 the funds currently listed in this prospectus for other funds.

<PAGE>

We may also:
         o  add new subaccounts;
         o  combine any two or more subaccounts;
         o  make additional subaccounts investing in additional funds;
         o  transfer assets to and from the subaccounts or the variable
            account; and
         o  eliminate or close any subaccounts.

In the event of substitution or 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.

Distribution of the Contract

American  Express  Financial  Advisors  Inc.  (AEFA),  serves  as the  principal
underwriter  for the  contract.  Its home  office  is  located  at IDS Tower 10,
Minneapolis,  Mn 55440.  AEFA is a wholly-owned  subsidiary of American  Express
Financial  Corporation (AEFC)  which is a wholly-owned  subsidiary of American
Express Company.

The contracts will be distributed by broker-dealers which have entered into
distribution agreements with AEFA and American Enterprise Life.

American  Enterprise  Life will pay commissions for sales of the contracts of up
to 7% of purchase  payments to insurance  agencies or  broker-dealers,  that are
also  insurance  agencies.  Sometimes  American  Enterprise  Life  will  pay the
commissions  as a combination  of a certain amount of the commission at the time
of sale and a trail commission (which, when totaled, could exceed 7% of purchase
payments).  In  addition,  American  Enterprise  Life  may pay  certain  sellers
additional  compensation for selling and  distribution  activities under certain
circumstances.  From time to time,  American  Enterprise Life will pay or permit
other promotional incentives, in cash or credit or other compensation.

About American Enterprise Life

American Enterprise Life issues the annuities. American Enterprise Life is a
wholly-owned subsidiary of IDS Life, which is a wholly-owned subsidiary of AEFC.
AEFC is a wholly-owned subsidiary of American Express Company. American Express
Company is a financial services company principally engaged through subsidiaries
(in addition to AEFC) in travel related services, investment services and
international banking services.

American Enterprise Life is a stock life insurance company organized in 1981
under the laws of the state of Indiana. Its administrative offices are 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.

<PAGE>

Legal Proceedings

A number of lawsuits have been filed against life and health insurers in
jurisdictions in which American Enterprise Life and AEFC do business involving
insurers' sales practices, alleged agent misconduct, failure to properly
supervise agents and other matters. American Enterprise Life and AEFC, 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. American Enterprise Life also is a defendant
in various other lawsuits. In American Enterprise Life's opinion, none of these
lawsuits will have a material adverse effect on our financial condition.

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 American Enterprise Life
and the Variable  Account.  All of the major systems used by Amerian  Enterprise
Life and by the  Variable  Account are  maintained  by AEFC and are  utilized by
multiple subsidiaries and affiliates of AEFC. American Enterprise Life's and the
Variable Account's businesses are heavily dependent upon AEFC's computer systems
and have significant interactions with systems of 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  have been  taken to resolve  potential  problems  including
modification  to existing  software  and the  purchase of new  software.  AEFC's
target date for substantially  completing its program of corrective  measures on
internal  business  critical systems was December 31, 1998. As of June 30, 1999,
AEFC  completed its program of corrective  measures on its internal  systems and
applications, including Year 2000 compliance testing. 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 Variable  Account's
operations continues to be evaluated. The failure of external parties to resolve
their  own Year 2000  issues  in a timely  manner  could  result  in a  material
financial risk to AEFC, American Enterprise Life or the Variable Account.

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>

Table of contents of the Statement of Additional Information

Performance Information................................................
Calculating Annuity Payouts............................................
Rating Agencies........................................................
Principal Underwriter..................................................
Independent Auditors...................................................
Financial Statements...................................................

- - -------------------------------------------------------------------------------
Please check the appropriate box to receive a copy of the Statement of
Additional Information for:

        American Express Platinum Variable Annuitysm

          AIM Variable Insurance Funds, Inc.
          American Express Variable Portfolio Funds
          Dreyfus Variable Investment Funds
          Oppenheimer Variable Account Funds
          Putnam Variable Trust
          Wright Managed Blue Chip Series Trust

Mail your request to:

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

American Enterprise Life will mail your request to:

Your name

Address

City                     State                    Zip

<PAGE>

                      STATEMENT OF ADDITIONAL INFORMATION


                                       for
                  AMERICAN EXPRESS PLATINUM VARIABLE ANNUITYSM


                  AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT

                                 August 6, 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 you can
obtain  from your  sales  representative,  or by  writing  or  calling us at the
address or telephone number below. The prospectus is incorporated  into 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................................

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

Rating Agencies........................................

Principal Underwriter..................................

Independent Auditors...................................

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  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 one-,  five-, or
                           10-year  (or  other)  period  at the end of the one-,
                           five-,  or 10-year (or other)  period (or  fractional
                           portion thereof)

<PAGE>

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.  For some  subaccounts,  we do not
provide any  performance  information  because they are new and have not had any
activity to date. We also show  performance  from the  commencement  date of the
funds as if the  contract  had  existed  at that  time,  which it did not.  Past
performance does not guarantee future results.
<TABLE>
<CAPTION>

                        Average Annual Total Return For Period Ended Dec. 31, 1998

Average Annual Total Return with Withdrawal

                                                     Performance since
                                                    Commencement of the                   Performance Since
                                                        Subaccount**                Commencement of the Fund**
Subaccount     Investing in:                                    Since                                       Since
                                                  1 Year    Commencement     1 Year   5 Year   10 Year Commencement
                                                  ------    ------------     ------   ------   ------- ------------
<S>                                                 <C>          <C>          <C>      <C>      <C>         <C>
               AIM V.I.
ECA              Capital Appreciation Fund            -- %      -- %          9.06%   14.94%     -- %       16.20%
                 (___; 5/93)*
EIN              International Equity Fund          6.77         8.40         5.29     8.92    --           10.72
                 (10/97; 5/93)
EVA              Value Fund (10/97; 5/93)          23.45        23.61        21.97    19.37    --           19.26

               AXPSM Variable Portfolio
ESI              Bond Fund (2/95; 10/81)           -6.32         6.78        -7.65     4.32     7.24        --
EMS              Cash Management Fund (2/95;       -2.99         2.57        -4.38     2.39     3.67        --
                 10/81)
EIA              Extra Income Fund (___; 5/96)     --           --          -20.66    --       --           -7.52
EMG              Managed Fund (2/95; 4/86)          7.07        16.33         5.59    11.55    12.78        --
EGD              New Dimensions Fund (10/97;       19.74        21.86        18.26    --       --
                 5/96)
               Dreyfus Variable Investment
EDS              Disciplined Stock Portfolio       --           --           16.39    --       --           25.14
                 (___; 5/96)
ECO              Small Company Stock Portfolio     --           --          -14.41    --       --            4.04
                 (___; 5/96)
ESR              Socially Responsible Growth       --           --           19.01    20.18    --           20.54
                 Fund (___; 10/93)

               OPPENHEIMER VARIABLE ACCOUNT
EGS              Global Securities Fund (___;      --           --            3.93     7.31    --           10.13
                 11/90)
EGC              Mainstreet Growth & Income        --           --           -4.93    --       --           23.60
                 Fund (___; 7/95)
EST              Strategic Bond Fund (___; 5/93)   --           --           -6.72     4.30    --            4.05

               PUTNAM VT FUNDS
EPG              Growth and Income Fund - Class    --           10.95         5.09    16.58    14.07        --
                 IB Shares (10/98; 2/88)
EPI              International Growth and          --           --            1.10    --       --            9.64
                 Income Fund - Class IB Shares
                 (___; 1/97)
EPT              Vista Fund - Class IB Shares      --           --            9.24    --       --           --
                 (___; 1/97)
               WRIGHT
ECV              Catholic Values Equity            --           --           --       --       --           --
                 Investment Portfolio (___; ___)
EIB              International Blue Chip           --           --           -5.11    --       --            2.60
                 Portfolio (___; 1/94)
EBC              Selected Blue Chip Portfolio      --           --          -11.41    --       --           10.65
                 (___; 1/94)

* (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 risk fee and a
0.15% variable account administrative charge and applicable withdrawal charges.

<PAGE>

Average Annual Total Return without Withdrawal

                                                     Performance since
                                                    Commencement of the                   Performance Since
                                                        Subaccount**                Commencement of the Fund**
Subaccount     Investing in:                                    Since                                       Since
                                                  1 Year    Commencement     1 Year   5 Year   10 Year Commencement
                                                  ------    ------------     ------   ------   ------- ------------
               AIM V.I.
ECA              Capital Appreciation Fund            -- %      -- %         17.56%   15.50%     -- %       16.55%
                 (___; 5/93)*
EIN              International Equity Fund         13.77        13.44        13.79     9.62    --           11.16
                 (10/97; 5/93)
EVA              Value Fund (10/97; 5/93)          30.45        28.55        30.47    19.86    --           19.57

               AXPSM Variable Portfolio
ESI              Bond Fund (2/95; 10/81)           -0.02         7.62         0.00     5.15     7.24        --
EMS              Cash Management Fund (2/95;        3.56         3.52         3.58     3.28     3.67        --
                 10/81)
EIA              Extra Income Fund (___; 5/96)     --           --          -14.22    --       --           -4.87
EMG              Managed Fund (2/95; 4/86)         14.07        16.99        14.09    12.18    12.78        --
EGD              New Dimensions Fund (10/97;       26.74        26.78        26.76    --       --           22.27
                 5/96)
               Dreyfus Variable Investment
EDS              Disciplined Stock Portfolio       --           --           24.89    --       --           27.17
                 (___; 5/96)
ECO              Small Company Stock Portfolio     --           --           -7.39    --       --            6.79
                 (___; 5/96)
ESR              Socially Responsible Growth       --           --           27.51    20.66    --           20.89
                 Fund (___; 10/93)

               OPPENHEIMER VARIABLE ACCOUNT
EGS              Global Securities Fund (___;      --           --           12.43     8.05    --           10.13
                 11/90)
EGC              Mainstreet Growth & Income        --           --            2.98    --       --           24.77
                 Fund (___; 7/95)
EST              Strategic Bond Fund (___; 5/93)   --           --            1.02     5.14    --            4.63

               PUTNAM VT FUNDS
EPG              Growth and Income Fund - Class    --           17.95        13.59    17.11    14.07        --
                 IB Shares (10/98; 2/88)
EPI              International Growth and          --           --            9.56    --       --           13.46
                 Income Fund - Class IB Shares
                 (___; 1/97)
EPT              Vista Fund - Class IB Shares      --           --           17.74    --       --           19.53
                 (___; 1/97)
               WRIGHT
ECV              Catholic Values Equity            --           --           --       --       --           --
                 Investment Portfolio (___; ___)
EIB              International Blue Chip           --           --            2.78    --       --            3.49
                 Portfolio (___; 1/94)
EBC              Selected Blue Chip Portfolio      --           --           -4.11    --       --           11.31
                 (___; 1/94)

* (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 risk 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  one-,  five-,  or 10- year (or
                  other) period at the end of the one-,  five-,  or 10- year (or
                  other) period (or fractional portion thereof)

Total  return  figures  reflect the  deduction  of the  withdrawal  charge which
assumes you withdraw the entire contract value at the end of the one-, five- and
10- year  periods (or, if less,  up to the life of the  variable  subaccount).We
also may show performance  figures without the deduction of a withdrawal charge.
In  addition,  all total  return  figures  reflect  the  deduction  of all other
applicable  charges including the contract  administrative  charge, the variable
account administrative charge and the mortality and expense risk fee.

Calculation of Yield for Variable Subaccounts Investing in Money Market Funds

Annualized Simple Yield

For variable subaccounts investing in money market funds, we base quotations of
simple yield on:

        (a)     the change in the value of a  hypothetical  variable  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  variable  subaccount  expenses
                accrued over the period;
        (c)     dividing the difference by the value of the variable  subaccount
                at the beginning of the period to obtain the base period return;
                and
        (d)     multiplying the base period return by 365/7.

The variable 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>

Subaccount          Investing In                                          Simple Yield      Compound Yield
- - ----------          ------------                                          ------------      --------------
<S>                                                                       <C>               <C>
EMS                 AXPSM Variable Portfolio - Cash Management Fund       3.24%             3.29%
</TABLE>

<PAGE>

Annualized Yield for Subaccounts Investing in Income Funds

For the variable  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 variable  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 in which the
variable subaccount invests.

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


Subaccount                     Investing In                              Yield
- - ----------                     ------------                              -----
ESI                            AXPSM Variable Portfolio - Bond 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   Business   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 & World  Report,  The Wall  Street  Journal  and
         Wiesenberger Investment Companies Service.

<PAGE>

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 annuity as of the  valuation  date
         that falls on (or the  closest  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.

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
the closest  valuation date that falls before) the seventh  calendar  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 the
         closest  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 value we multiply the last annuity value by the product of:

o        the net investment factor; and
o        the neutralizing factor.

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

<PAGE>

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 you 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 annuity.  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  contract  is  American  Express  Financial
Advisors Inc. (AEFA) which offers them on a continuous basis.

INDEPENDENT AUDITORS

The financial statements  appearing in this Statement of Additional  Information
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 Changes in Net Assets                                                                        Year ended Dec. 31, 1997

                                                                           Segragated Asset Subaccount                     Combined
                                                                                                                           Variable
Operations                                          EIN*        EVA*        EGD*        EMG          EMS         ESI        Account
<S>                                                <C>       <C>           <C>        <C>         <C>          <C>         <C>
Investment income (loss) - net                     $ 660     $ 1,408       $ (27)     $375,811    $ 10,527     $206,530    $594,909
Net realized gain (loss) on investments                -           -           -         9,422           -          956      10,378
Net change in unrealized appreciation or
depreciation of investments                         (310)       (991)      1,378       110,879          (2)     (31,454)     79,500
                                                    ----        ----       -----       -------          --      -------      ------
Net increase (decrease) in net assets
resulting from operations                            350         417       1,351       496,112      10,525      176,032     684,787
                                                     ---         ---       -----       -------      ------      -------     -------
Contract transactions
Contract purchase payments                        58,196      66,156      70,697     2,390,284     327,812    1,670,135   4,583,280
Net transfers**                                        -       1,184           -       (72,853)   (234,808)     (29,630)   (336,107)
Contract terminations:
Surrender benefits and contract charges                -           -           -      (192,773)   (100,987)    (139,046)   (432,806)
Death benefits                                         -           -           -        (7,254)          -       (6,105)    (13,359)
                                                    ----        ----        ----        ------        ----       ------     -------
Increase (decrease) from contract transactions    58,196      67,340      70,697     2,117,404      (7,983)   1,495,354   3,801,008
                                                  ------      ------      ------     ---------      ------    ---------   ---------
Net assets at beginning of year                        -           -           -     2,099,212     256,723    1,702,800   4,058,735
                                                    ----        ----        ----     ---------     -------    ---------   ---------
Net assets at end of year                       $ 58,546    $ 67,757    $ 72,048    $4,712,728    $259,265   $3,374,186  $8,544,530
Accumulation unit activity
Units outstanding at beginning of year                 -           -           -     1,545,535     240,823    1,377,190
Contract purchase payments                        57,468      64,716      68,572     1,581,579     302,938    1,304,174
Net transfers**                                        -       1,159           -       (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                  57,468      65,875      68,572     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's fixed account.

See accompanying  notes to financial statements.
</TABLE>

<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Net Assets                                                                                   Dec. 31, 1998

                                                                                   Segregated Asset Subaccounts

Assets                                                         EIN         EVA          EGD          EMG          EMS
Investments in shares of mutual funds:
<S>                                                        <C>          <C>         <C>          <C>            <C>
   at cost                                                 $  982,557   $2,129,905  $1,273,181   $ 8,289,853    $858,797
                                                           ----------   ----------  ----------   -----------    --------
   at market value                                         $1,005,337   $2,391,678  $1,465,483   $ 8,564,185    $858,800
Dividends receivable                                                -            -           -             -       3,497
Accounts receivable from American Enterprise Life for
contract purchase payments                                        880        1,237       6,154        21,217           -
                                                                 ----         ----        ----          ----        ----
Total assets                                                1,006,217    2,392,915   1,471,637     8,585,402     862,297
                                                            =========    =========   =========     =========     =======
Liabilities
Payable to American Enterprise Life for:
Mortality and expense risk fee                                  1,020        2,413       1,513         8,984         918
Issue and administrative fee                                      122          290         182         1,078         110
Payable to mutual funds
for investments purchased                                         880        1,237       4,459        11,155       2,469
                                                                  ---        -----       -----        ------       -----
Total liabilities                                               2,022        3,940       6,154        21,217       3,497
                                                                =====        =====       =====        ======       =====
Net assets applicable to contracts in
accumulation period                                         1,004,195    2,388,975   1,465,483     8,559,908     858,800
Net assets applicable to contracts in
payment period                                                      -            -           -         4,277           -
                                                                 ----         ----        ----         -----        ----
Total net assets                                           $1,004,195   $2,388,975  $1,465,483   $ 8,564,185    $858,800
                                                           ==========   ==========  ==========   ===========    ========
Accumulation units outstanding                                865,556    1,778,901   1,108,323     4,684,466     749,301
                                                              =======    =========   =========     =========     =======
Net asset value per accumulation unit                          $ 1.16       $ 1.34      $ 1.32        $ 1.83      $ 1.15
                                                               ======       ======      ======        ======      ======

American Enterprise Variable Annuity Account

Statements of Net Assets

                                                                                          Combined
                                                                                          Variable
Assets                                                        ESI          EPG             Account
Investments in shares of mutual funds:
   at cost                                                 $7,944,815    $ 269,558    $ 21,748,666
                                                           ----------    ---------    ------------
   at market value                                         $7,553,609    $ 282,397    $ 22,121,489
Dividends receivable                                           45,255            -          48,752
Accounts receivable from American Enterprise Life for
contract purchase payments                                     16,799        2,714          49,001
                                                                 ----         ----            ----
Total assets                                                7,615,663      285,111      22,219,242
                                                            =========      =======      ==========
Liabilities
Payable to American Enterprise Life for:
Mortality and expense risk fee                                  7,851          237          22,936
Issue and administrative fee                                      942           29           2,753
Payable to mutual funds
for investments purchased                                      53,261        2,714          76,175
                                                               ------        -----          ------
Total liabilities                                              62,054        2,980         101,864
                                                               ======        =====         =======
Net assets applicable to contracts in
accumulation period                                         7,550,694      282,131      22,110,186
Net assets applicable to contracts in
payment period                                                  2,915            -           7,192
                                                                -----         ----           -----
Total net assets                                           $7,553,609    $ 282,131
                                                           ==========    =========
Accumulation units outstanding                              5,688,915      238,893
                                                            =========      =======
Net asset value per accumulation unit                          $ 1.33       $ 1.18
                                                               ======       ======

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                                                EIN         EVA          EGD          EMG         EMS
<S>                                                           <C>         <C>          <C>         <C>          <C>
Dividend income from mutual funds                             $ 7,628     $104,609     $ 4,537     $ 886,695    $ 30,212
                                                              -------     --------     -------     ---------    --------
Expenses:
Mortality and expense risk fee                                  6,286       12,205       8,135        82,016       7,605
Administrative charge                                             754        1,464         976         9,842         912
                                                                  ---        -----         ---         -----         ---
Total expenses                                                  7,040       13,669       9,111        91,858       8,517
                                                                -----       ------       -----        ------       -----
Investment income (loss) - net                                    588       90,940      (4,574)      794,837      21,695
                                                                  ---       ------      ------       -------      ------
Realized and unrealized gain (loss) on investments - net
Realized gain (loss) on sales of investments
in mutual funds:
Proceeds from sales                                            13,508       16,585      20,854       135,373     967,780
Cost of investments sold                                       14,104       16,107      20,096       129,027     967,779
                                                               ------       ------      ------       -------     -------
Net realized gain (loss) on investments                          (596)         478         758         6,346           1
Net change in unrealized appreciation or
depreciation of investments                                    23,090      262,764     190,924        55,365           3
                                                               ------      -------     -------        ------           -
Net gain (loss) on investments                                 22,494      263,242     191,682        61,711           4
                                                               ------      -------     -------        ------           -
Net increase (decrease) in net assets
resulting from operations                                    $ 23,082     $354,182   $ 187,108     $ 856,548    $ 21,699
                                                             ========     ========   =========     =========    ========

                                                                                          Combined
                                                                                          Variable
Investment income                                               ESI          EPG*          Account
Dividend income from mutual funds                            $415,320          $ -     $ 1,449,001
                                                             --------          --      -----------
Expenses:
Mortality and expense risk fee                                 68,547          367         185,161
Administrative charge                                           8,226           44          22,218
                                                                -----           --          ------
Total expenses                                                 76,773          411         207,379
                                                               ------          ---         -------
Investment income (loss) - net                                338,547         (411)      1,241,622
                                                              -------         ----       ---------
Realized and unrealized gain (loss) on investments - net
Realized gain (loss) on sales of investments
in mutual funds:
Proceeds from sales                                            86,664            -       1,240,764
Cost of investments sold                                       89,531            -       1,236,644
                                                               ------          ---       ---------
Net realized gain (loss) on investments                        (2,867)           -           4,120
Net change in unrealized appreciation or
depreciation of investments                                  (378,318)      12,839         166,667
                                                             --------       ------         -------
Net gain (loss) on investments                               (381,185)      12,839         170,787
                                                             --------       ------         -------
Net increase (decrease) in net assets
resulting from operations                                   $ (42,638)    $ 12,428     $ 1,412,409
                                                            =========     ========     ===========

*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                                                     EIN         EVA          EGD          EMG          EMS
<S>                                                        <C>          <C>         <C>          <C>            <C>
Investment income (loss) - net                             $      588   $   90,940  $   (4,574)  $   794,837    $ 21,695
Net realized gain (loss) on investments                          (596)         478         758         6,346           1
Net change in unrealized appreciation or
depreciation of investments                                    23,090      262,764     190,924        55,365           3
                                                               ------      -------     -------        ------           -
Net increase (decrease) in net assets
resulting from operations                                      23,082      354,182     187,108       856,548      21,699
                                                               ------      -------     -------       -------      ------
Contract transactions
Contract purchase payments                                    871,262    1,616,894   1,111,110     3,376,704     691,275
Net transfers**                                                73,375      381,890     126,930       (21,220)    (85,043)
Annuity payments                                                    -            -           -          (118)          -
Contract terminations:
Surrender benefits and contract charges                       (20,202)     (25,796)    (25,802)     (335,067)    (28,396)
Death benefits                                                 (1,868)      (5,952)     (5,911)      (25,390)          -
                                                               ------       ------      ------       -------        ----
Increase (decrease) from contract transactions                922,567    1,967,036   1,206,327     2,994,909     577,836
                                                              -------    ---------   ---------     ---------     -------
Net assets at beginning of year                                58,546       67,757      72,048     4,712,728     259,265
                                                               ------       ------      ------     ---------     -------
Net assets at end of year                                  $1,004,195   $2,388,975  $1,465,483   $ 8,564,185    $858,800
                                                           ==========   ==========  ==========   ===========    ========

Accumulation unit activity
Units outstanding at beginning of year                         57,468       65,875      68,572     2,944,208     231,256
Contracts purchase payments                                   768,632    1,418,576     965,321     2,000,537     635,551
Net transfers**                                                65,124      327,920     108,613       (16,062)    (79,775)
Contract terminations:
Surrender benefits and contract charges                       (24,010)     (28,544)    (29,255)     (229,369)    (37,731)
Death benefits                                                 (1,658)      (4,926)     (4,928)      (14,848)          -
                                                               ------       ------      ------       -------        ----
Units outstanding at end of year                              865,556    1,778,901   1,108,323     4,684,466     749,301
                                                              =======    =========   =========     =========     =======

                                                                                          Combined
                                                                                          Variable
Operations                                                     ESI          EPG*           Account
Investment income (loss) - net                             $  338,547       $ (411)    $ 1,241,622
Net realized gain (loss) on investments                        (2,867)           -           4,120
Net change in unrealized appreciation or
depreciation of investments                                  (378,318)      12,839         166,667
                                                             --------       ------         -------
Net increase (decrease) in net assets
resulting from operations                                     (42,638)      12,428       1,412,409
                                                              -------       ------       ---------
Contract transactions
Contract purchase payments                                  4,304,628      217,969      12,189,842
Net transfers**                                               243,040       53,032         772,004
Annuity payments                                                  (74)           -            (192)
Contract terminations:
Surrender benefits and contract charges                      (297,229)      (1,298)       (733,790)
Death benefits                                                (28,304)           -         (67,425)
                                                              -------         ----         -------
Increase (decrease) from contract transactions              4,222,061      269,703      12,160,439
                                                            ---------      -------      ----------
Net assets at beginning of year                             3,374,186            -       8,544,530
                                                            ---------         ----       ---------
Net assets at end of year                                  $7,553,609    $ 282,131    $ 22,117,378
                                                           ==========    =========    ============

Accumulation unit activity
Units outstanding at beginning of year                      2,543,718            -
Contracts purchase payments                                 3,245,320      194,565
Net transfers**                                               183,324       45,511
Contract terminations:
Surrender benefits and contract charges                      (262,248)      (1,183)
Death benefits                                                (21,199)           -
                                                              -------         ----
Units outstanding at end of year                            5,688,915      238,893
                                                            =========      =======

 *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>

<TABLE>
<CAPTION>

Condensed Financial Information (Unaudited)

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

Year ended Dec. 31,
<S>                              <C>         <C>        <C>        <C>
                                 1998        1997       1996       1995

Subaccount  EIN2 (Investing in shares of AIM V.I. International Equity Fund)

Accumulation unit               $1.02       $1.00         --         --
value at beginning
of period

Accumulation unit value         $1.16       $1.02         --         --
at end of period

Number of accumulation            866          57         --         --
units outstanding at end
of period (000 omitted)

Ratio of operating              1.40%       1.40%         --         --
expense to average
net assets

Subaccount  EVA2 (Investing in shares of AIM V.I. Value Fund)

Accumulation unit               $1.03       $1.00         --         --
value at beginning
of period

Accumulation unit value         $1.34       $1.03         --         --
at end of period

Number of accumulation          1,779          66         --         --
units outstanding at end
of period (000 omitted)

Ratio of operating              1.40%       1.40%         --         --
expense to average
net assets

Subaccount EGD2 (Investing in shares of IDS Life Growth Dimensions Fund)

Accumulation unit               $1.05       $1.00         --         --
value at beginning
of period

Accumulation unit value         $1.32       $1.05         --         --
at end of period

Number of accumulation          1,108          69         --         --
units outstanding at end
of period (000 omitted)

Ratio of operating              1.40%       1.40%         --         --
expense to average
net assets

Subaccount EMG1 (Investing in shares of IDS Life Managed Fund)

Accumulation unit               $1.60       $1.36      $1.18      $1.00
value at beginning
of period

Accumulation unit value         $1.83       $1.60      $1.36      $1.18
at end of period

Number of accumulation          4,684       2,944      1,546        589
units outstanding at end
of period (000 omitted)

Ratio of operating              1.40%       1.40%      1.50%      1.50%
expense to average
net assets

</TABLE>
<TABLE>
<CAPTION>

Subaccount EMS1 (Investing in shares of IDS Life Moneyshare Fund)

<S>                             <C>         <C>        <C>        <C>
Accumulation unit               $1.11       $1.07      $1.03      $1.00
value at beginning
of period

Accumulation unit value         $1.15       $1.11      $1.07      $1.03
at end of period

Number of accumulation            749         231        241        132
units outstanding at end
of period (000 omitted)

Ratio of operating              1.40%       1.40%      1.50%      1.50%
expense to average
net assets

Simple yield4                   3.24%       3.71%      3.26%      3.53%

Compound yield4                 3.29%       3.78%      3.32%      3.59%

Subaccount ESI1 (Investing in shares of IDS Life Special Income Fund)

Accumulation unit               $1.33       $1.24      $1.17      $1.00
value at beginning
of period

Accumulation unit value         $1.33       $1.33      $1.24      $1.17
at end of period

Number of accumulation          5,689       2,544      1,377        414
units outstanding at end
of period (000 omitted)

Ratio of operating              1.40%       1.40%      1.50%      1.50%
expense to average
net assets

Subaccount  EPG3  (Investing  in shares of Putnam VT Growth and  Income  Fund --
Class IB Shares)

Accumulation unit               $1.00          --         --         --
value at beginning
of period

Accumulation unit value         $1.18          --         --         --
at end of period

Number of accumulation            239          --         --         --
units outstanding at end
of period (000 omitted)

Ratio of operating              1.40%          --         --         --
expense to average
net assets

1 Operations commenced on Feb. 21, 1995.
2 Operations commenced on Oct. 30, 1997.
3 Operations commenced on Oct. 5, 1998.
4 Net of annual  contract  administrative  charge and  mortality and expense
  risk fee.
</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  open-end
management investment companies and have the following investment managers.

Subaccount              Invests exclusively in shares of                       Investment Manager

<S>                     <C>                                                    <C>
EIN                     AIM V.I. International Equity Fund                     A I M Advisors, Inc.
EVA                     AIM V.I. Value Fund                                    A I M Advisors, Inc.
EGD                     IDS Life Growth Dimensions Fund                        IDS Life Insurance Company 1
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
EPG                     Putnam VT Growth and Income Fund - Class IB Shares     Putnam Investment Management, Inc.

1 American Express Financial Corporation (AEFC) is the 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>
EIN                  AIM V.I. International Equity Fund                      51,240         $19.62
EVA                  AIM V.I. Value Fund                                     91,112          26.25
EGD                  IDS Life Growth Dimensions Fund                         83,670          17.52
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
EPG                  Putnam VT Growth and Income Fund - Class IB Shares       9,822          28.75


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>
EIN1                  AIM V.I. International Equity Fund                       $ 937,757              $ 58,904
EVA1                  AIM V.I. Value Fund                                      2,077,208                68,804
EGD1                  IDS Life Growth Dimensions Fund                          1,222,554                70,723
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
EPG2                  Putnam VT Growth and Income Fund - Class IB Shares         269,558                    --
                                                                                 -------             ---------
                      Combined Variable Account                              $14,640,984            $5,141,085

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 Variable Account.  All of the major systems used by American  Enterprise
Life and by the  Variable  Account are  maintained  by AEFC and are  utilized by
multiple subsidiaries and affiliates of AEFC. American Enterprise Life's and the
Variable Account's businesses are heavily dependent upon AEFC's computer systems
and have significant interactions with systems of 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  have been  taken to resolve  potential  problems  including
modification  to existing  software  and the  purchase of new  software.  AEFC's
target date for substantially  completing its program of corrective  measures on
internal  business  critical systems was December 31, 1998. As of June 30, 1999,
AEFC  completed its program of corrective  measures on its internal  systems and
applications, including Year 2000 compliance testing. 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 Variable  Account's
operations continues to be evaluated. The failure of external parties to resolve
their  own Year 2000  issues  in a timely  manner  could  result  in a  material
financial risk to AEFC, American Enterprise Life or the Variable Account.

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
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>

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 AEFC. The
     Company's  business is heavily  dependent upon AEFC's computer  systems and
     has significant interactions with systems of third parties.

     A comprehensive  review of AEFC's computer systems and business  processes,
     has been  conducted to identify the major systems that could be affected by
     the Year 2000 issue.  Steps have been taken to resolve  potential  problems
     including  modification  to  existing  software  and  the  purchase  of new
     software.  AEFC's target date for  substantially  completing its program of
     corrective  measures on internal business critical systems was December 31,
     1998.  As of June 30,  1999,  AEFC  completed  its  program  of  corrective
     measures on its  internal  systems and  applications,  including  Year 2000
     compliance  testing.  The Year 2000  readiness of  unaffiliated  investment
     managers and other third parties whose system failures could have an impact
     on the  Company's  operations  continues to be  evaluated.  The failure of
     external  parties to resolve  their own Year 2000 issues in a timely manner
     could result in a material financial risk to AEFC or the company.

     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 20000 considerations and will contine to be refined throughout 1999 as
     additional information related to potential Year 2000 exposure is gathered.


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