AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
497, 1999-09-16
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<PAGE>

Prospectus

Sept. 13, 1999


American Express Signature Variable AnnuitySM

Individual flexible premium deferred combination fixed/variable annuity

American Enterprise Variable Annuity Account

Issued by: American Enterprise Life Insurance Company (American Enterprise Life)
80 South Eighth Street
P.O. Box 534
Minneapolis, MN 55440-0534
Telephone:  800-333-3437
<TABLE>
<CAPTION>
<S>    <C>                                                                        <C>

This prospectus contains information that you should know before investing.  You
also will receive the prospectuses for:
o        American Express Variable Portfolio Funds                                   o        J. P. Morgan Series Trust II
o        AIM Variable Insurance Funds, Inc.                                          o        Lazard Retirement Series, Inc.
o        Alliance Variable Products Series Fund                                      o        MFS(R) Variable Insurance TrustSM
o        Baron Capital Funds                                                         o        Putnam Variable Trust
o        Fidelity Variable Insurance Products Service Class                          o        Royce Capital Fund
o        Franklin Templeton Variable Insurance Products Trust - Class II             o        Wanger Advisors Trust
o        Goldman Sachs Variable Insurance Trust (VIT)                                o        Warburg Pincus Trust
</TABLE>

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

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

An  investment  in  this  contract  is  not a  deposit  of a bank  or  financial
institution  and is not insured or guaranteed by the Federal  Deposit  Insurance
Corporation  or any other  government  agency.  An  investment  in this contract
involves investment risk including the possible loss of principal.

A  Statement  of  Additional  Information  (SAI),  dated  the same  date as this
prospectus,  is incorporated by reference into this prospectus. It is filed with
the 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.

                                Table of Contents

Key Terms...........................................................3

The Contract in Brief...............................................4

Expense Summary.....................................................6

Condensed Financial Information (Unaudited).........................11

Financial Statements................................................12

Performance Information.............................................13

The Variable Account and the Funds..................................14

The Fixed Account...................................................17

Buying Your Contract................................................17

Charges.............................................................19

Valuing your Investment.............................................22

Making the Most of Your Contract....................................25

Withdrawals.........................................................29

TSA - Special Withdrawal Provisions.................................29

Changing Ownership..................................................29

Benefits in Case of Death...........................................30

The Annuity Payout Period...........................................32

Taxes...............................................................34

Voting Rights.......................................................36

Substitution of Investments.........................................36

About the Service Providers.........................................37

Table of Contents of the Statement of Additional Information........39

Key terms

These terms can help you understand details about your contract.

Accumulation  unit - A measure of the value of each  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 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 (SEP) plans
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 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 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
charges.

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

o    the fixed account, which earns interest at a rate that we adjust
     periodically. (p.17)

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.  After  your  initial
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.17)

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.26)

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.28)

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.29)

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.30)

Annuity  payouts:  You can apply your contract  value to an annuity  payout plan
that begins on the  retirement  date.  You may choose from a variety of plans to
make  sure  that  payouts  continue  as long as you  like.  If you  purchased  a
qualified  annuity,  the  payout  schedule  must  meet the  requirements  of the
qualified plan. We can make payouts on a fixed or variable basis, or both. Total
monthly  payouts may include amounts from each subaccount and the fixed account.
(p.32)

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.34)

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.

Expense Summary


The purpose of the following  information  is to help you understand the various
costs and expenses associated with your contract.

You pay no sales charge when you purchase your contract.  We show all costs that
you bear  directly or  indirectly  for the  subaccounts  and funds  below.  Some
expenses  may  vary  as we  explain  under  "Charges."  Please  see  the  funds'
prospectuses for more information on the operating expenses for each fund.

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                                       7.5%
                   2                                       7.5
                   3                                       7
                   4                                       6
                   5                                       5
                   6                                       4
                   7                                       2
               Thereafter                                  0

Annual contract administrative charge                    $30*

* We will waive this charge when your  contract  value is $50,000 or more on the
current contract anniversary.

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%
<TABLE>
<CAPTION>

Annual  operating  expenses of the funds (as a percentage  of average  daily net
assets)
<S>                                               <C>                  <C>             <C>              <C>
                                                     Management          12b-1           Other
                                                     Fees                Fees            Expenses         Total
AXPSM Variable Portfolio - Bond Fund                 .60%                --              .07              .67%1
AXPSM Variable Portfolio - Capital Resource Fund     .59%                --              .07              .66%1
AXPSM Variable Portfolio - Cash Management Fund      .50%                --              .06              .56%1
AXPSM Variable Portfolio - Extra Income Fund         .62%                --              .09              .71%1
AXPSM Variable Portfolio - Managed Fund              .59%                --              .04              .63%1
AXPSM Variable Portfolio - New Dimensions Fund       .61%                --              .06              .67%1
AIM V.I. Capital Appreciation Fund                   .62%                --              .05              .67%2
AIM V.I. Capital Development Fund (after fee         --%                 --              1.21             1.21%3
waivers and expense reimbursements)
AIM V.I. Value Fund (after fee waivers and expense   .61%                --              .05              .66%3
reimbursements)

Alliance Premier Growth Portfolio (Class B)          1.00%               .25             .09              1.34%4
Alliance Technology Portfolio (Class B)              .81%                .25             .14              1.20%4
Alliance U.S. Government/High Grade Securities       .60%                .25             .18              1.03%4
Portfolio (Class B)
Baron Capital Asset Fund  (after fee waivers and     1.00%               .25             .20              1.45%5
expense reimbursements)
Fidelity VIP III Growth & Income Portfolio (Service   .49%               .10             .11              .70%6
Class)
Fidelity VIP III Mid Cap Portfolio (Service Class)   .59%                .10             .41              1.10%1
Fidelity VIP Overseas Portfolio (Service Class)      .74%                .10             .13              .97%6
(after expense reimbursements)
FT VIP Mutual Shares Securities Fund - Class 2       .74%                .25             .03              1.02%7
FT VIP Real Estate Securities Fund - Class 2         .52%                .25             .02              .79%7
FT VIP Templeton International Smaller Companies     1.00%               .25             .10              1.35%7
Fund - Class 2
Goldman Sachs Capital Growth Fund                    .75%                --              .15              .90%
Goldman Sachs VIT COREsm U.S. Equity Fund            .70%                --              .10              .80%
Goldman Sachs Global Income Fund                     .90%                --              .15              1.05%
Goldman Sachs International Equity Fund              1.00%               --              .25              1.25%
J.P. Morgan U.S. Disciplined Equity Portfolio        .35%                --              .52              .87%8
(after fee waivers and expense reimbursements)
Lazard Retirement Equity Portfolio (after fee        .75%                .25             .25              1.25%9
waivers and expense reimbursements)
Lazard Retirement International Equity Portfolio     .75%                .25             .25              1.25%9
(after fee waivers and expense reimbursements)
MFS(R)New Discovery Series (after fee waivers and    .90%                --              .27              1.17%10
expense reimbursements)
MFS(R)Research Series                                .75%                --              .11              .86%2
MFS(R)Utilities Series                               .75%                --              .26              1.01%2
Putnam VT Growth and Income Fund - Class IB Shares   .46%                .15             .04              .65%11
Putnam VT International Growth Fund - Class IB       .80%                .15             .27              1.22%11
Shares
Putnam VT International New Opportunities Fund -     1.18%               .15             .68              2.01%11
Class IB Shares
Royce Micro-Cap Portfolio (after fee waivers and     1.25%               --              .10              1.35%12
expense reimbursements)
Royce Premier Portfolio (after fee waivers and       1.00%               --              .35              1.35%12
expense reimbursements)
Wanger International Small Cap                       1.27%               --              .28              1.55%2
Wanger U.S. Small Cap                                .96%                --              .06              1.02%2
Warburg Pincus Trust - Emerging Growth Portfolio     .84%                --              .41              1.25%4
</TABLE>

1Annualized operating expenses of funds at Dec. 31, 1998.

2Figures in "Management  Fees," "Other Expenses" and "Total" are based on actual
expenses for the fiscal year ended Dec. 31, 1998.

3Had there been no fee waivers or expense  reimbursements,  expenses  would have
been: 0.75%, 0.00%, 5.05% and 5.80%, respectively.

4The fund's expense figures are based on estimated  expenses (before fee waivers
and expense reimbursements) for the fiscal period ended Dec. 31, 1999.


5Fees are stated net of waivers and/or reimbursements. Absent fee waivers and/or
reimbursements,  the Management Fee, Other Expenses and Total as a percentage of
average  net assets  for Baron  Capital  Asset  Fund would be (1.00%,  6.62% and
7.62%).

6Fidelity  Management  & Research  Company  agreed to reimburse a portion of the
class' expenses during the period.  Without this  reimbursement,  the Management
Fee,  12b-1 Fee,  Other Expenses and Total as a percentage of average net assets
for the  following  funds  would  have  been,  Fidelity  VIP  Growth  and Income
Portfolio (0.49%,  0.10%,  0.12% and 0.71%) and Fidelity VIP Overseas  Portfolio
(Service Class) (0.74%, 0.10%, 0.17% and 1.01%).

7The figure  shown under  Management  Fees,  combines  both the  Management  and
Portfolio  Administration  Fees.  The Portfolio  Administration  Fee is a direct
expense for the Templeton  International  Smaller  Companies Fund and the Mutual
Shares  Securities  Fund;  the Real  Estate  Securities  Fund  pays for  similar
services  indirectly  through the Management Fee. Because no Class 2 shares were
issued as of Dec.  31, 1998,  figures  (other than Rule 12b-1 Fees) are based on
the Portfolios'  Class 1 actual expenses for the fiscal year ended Dec. 31, 1998
plus Class 2's annual Rule 12b-1 Fee of 0.25% (While the maximum  amount payable
under  each  Portfolio's  Class 2 Rule  12b-1  Plan  is  0.35%  per  year of the
Portfolio's  average  daily  net  assets,  the  Board of  Trustees  of  Franklin
Templeton  Variable  Insurance  Products Trust has set the current rate at 0.25%
per year.)

8Fees are stated net of waivers and/or reimbursements. Absent fee waivers and/or
reimbursements,  the Management Fee, Other Expenses and Total as a percentage of
average net assets for J.P. Morgan U.S.  Disciplined  Equity  Portfolio would be
(0.35%, 1.08% and 1.43%).
Effective July 1, 1999 current expenses were lowered to 0.85%.

9The  portfolio's  Investment  Manager agrees to waive its fees and/or reimburse
the  portfolios  through  Dec.  31, 1999 to the extent  total  portfolio  annual
expenses  exceed 1.25% of the portfolio's  average daily net assets.  Absent fee
waivers and/or reimbursements, the Management Fee, 12b-1 Fee, Other Expenses and
Total as a  percentage  of average net assets for fiscal year end Dec.  31, 1998
for the following  portfolios would have been: Equity Portfolio  (0.75%,  0.25%,
20.32% and 21.32%) and International Equity Portfolio (0.75%,  0.25%, 47.67% and
48.67%).  Expenses are annualized for the International Equity Portfolio for the
period Sep. 1 - Dec. 31, 1998  (commencement  of operations  through fiscal year
end).

10Fees  are  stated net of waivers  and/or  reimbursements.  Absent fee  waivers
and/or  reimbursements,  the  Management  Fee,  Other  Expenses  and  Total as a
percentage of average net assets for MFS(R) New Discovery Series would have been
(0.90%, 4.32% and 5.22%).

11Based on estimated expenses.

12Expense ratios are shown after fee waivers and expense  reimbursements  by the
investment  advisor.  The expense  ratios before the waivers and  reimbursements
would have been: Royce Micro-Cap  Portfolio  (1.25%,  1.34% and 2.59%) and Royce
Premier Portfolio (1.00%, 6.05% and 7.05%).

13The  Goldman Sachs VIT CORE U.S.  Equity  Funds'  expenses are based on actual
expenses for fiscal year ended December 31, 1998. The Investment  Advisor to the
Goldman Sachs CORE U.S.  Equity Fund has  voluntarily  agreed to reduce or limit
certain  "Other  Expenses"  of such Funds  (excluding  management  fees,  taxes,
interest   and   brokerage   fees,   litigation,   indemnififcation   and  other
extraordinary  expenses) to the extent such expenses  exceed 0.15% and 0.10% per
annum of such Funds' average daily net assets, respectively.  The expenses shown
include this  reimbursement.  If not included,  the "Other  Expenses" and "Total
Annual Expenses" for the Goldman Sachs CORE U.S. Equity Funds would be 3.17% and
3.92%  and  2.13% and  2.83%,  respectively.  The  reductions  or limits  may be
discontinued  or modified by the investment  adviser in their  discretion at any
time.


Example:*
<TABLE>
<CAPTION>

You would pay the following expenses on a $1,000 investment assuming a 5% annual
return and full withdrawal at the end of each time period.
<S>                                                     <C>             <C>            <C>             <C>
                                                        1 year          3 years        5 years         10 years
AXPSM Variable Portfolio - Bond Fund                    $ 96.90         $137.56        $165.83         $248.87
AXPSM Variable Portfolio - Capital Resource Fund        96.80           137.25         165.31          247.83
AXPSM Variable Portfolio - Cash Management Fund         95.77           134.16         160.11          237.29
AXPSM Variable Portfolio - Extra Income Fund            97.31           138.80         167.90          253.06
AXPSM Variable Portfolio - Managed Fund                 96.49           136.33         163.75          244.68
AXPSM Variable Portfolio - New Dimensions Fund          96.90           137.56         165.83          248.87
AIM V.I. Capital Appreciation Fund                      96.90           137.56         165.83          248.87
AIM V.I. Capital Development Fund                       102.44          154.18         --              --
AIM V.I. Value Fund                                     96.80           137.25         165.31          247.83
Alliance Premier Growth Portfolio (Class B)             103.77          158.15         --              --
Alliance Technology Portfolio (Class B)                 102.33          153.87         --              --
Alliance U.S. Government/High Grade Securities          100.59          148.66         --              --
Portfolio (Class B)
Baron Capital Asset Fund                                104.90          161.50         --              --
Fidelity VIP III Growth & Income Portfolio
(Service Class)                                          97.21          138.49         --              --
Fidelity VIP III Mid Cap Portfolio (Service Class)      101.31          150.81         --              --
Fidelity VIP Overseas Portfolio (Service Class)         99.98           146.82         --              --
FT VIP Mutual Shares Securities Fund - Class 2          100.49          148.35         --              --
FT VIP Real Estate Securities Fund - Class 2            98.13           141.27         --              --
FT VIP Templeton International Smaller Companies Fund   103.87          158.45         --              --
- - - Class 2
Goldman Sachs Capital Growth Fund                       99.26           144.66         177.70          272.70
Goldman Sachs VIT COREsm U.S. Equity Fund               98.23           141.58         172.55          262.41
Goldman Sachs Global Income Fund                        100.80          149.27         185.37          287.94
Goldman Sachs International Equity Fund                 102.85          155.40         195.53          307.92
J.P. Morgan U.S. Disciplined Equity Portfolio           98.95           143.74         --              --
Lazard Retirement Equity Portfolio                      102.85          155.40         --              --
Lazard Retirement International Equity Portfolio        102.85          155.40         --              --
MFS(R)New Discovery Series                              102.03          152.95         --              --
MFS(R)Research Series                                    98.85          143.43         --              --
MFS(R)Utilities Series                                  100.39          148.05         --              --
Putnam VT Growth and Income Fund - Class IB Shares      96.70           136.95         164.79          246.78
Putnam VT International Growth Fund - Class IB Shares   102.54          154.48         --              --
Putnam VT International New Opportunities Fund - Class  110.64          178.45         --              --
IB Shares
Royce Micro-Cap Portfolio                               103.87          158.45         --              --
Royce Premier Portfolio                                 103.87          158.45         --              --
Wanger International Small Cap                          105.92          164.54         --              --
Wanger U.S. Small Cap                                   100.49          148.35         --              --
Warburg Pincus Trust - Emerging Growth Portfolio        102.85          155.40         --              --
</TABLE>

<TABLE>
<CAPTION>

You would pay the following expenses on a $1,000 investment assuming a 5% annual
return and no  withdrawal  or selection of an annuity  payout plan at the end of
each time period.
<S>                                                     <C>             <C>            <C>             <C>
                                                        1 year          3 years        5 years         10 years
AXPSM Variable Portfolio - Bond Fund                    $21.90          $67.56         $115.83         $248.87
AXPSM Variable Portfolio - Capital Resource Fund        21.80           67.25          115.31          247.83
AXPSM Variable Portfolio - Cash Management Fund         20.77           64.16          110.11          237.29
AXPSM Variable Portfolio - Extra Income Fund            22.31           68.80          117.90          253.06
AXPSM Variable Portfolio - Managed Fund                 21.49           66.33          113.75          244.68
AXPSM Variable Portfolio - New Dimensions Fund          21.90           67.56          115.83          248.87
AIM V.I. Capital Appreciation Fund                      21.90           67.56          115.83          248.87
AIM V.I. Capital Development Fund                       27.44           84.18          --              --
AIM V.I. Value Fund                                     21.80           67.25          115.31          247.83
Alliance Premier Growth Portfolio (Class B)             28.77           88.15          --              --
Alliance Technology Portfolio (Class B)                 27.33           83.87          --              --
Alliance U.S. Government/High Grade Securities          25.59           78.66          --              --
Portfolio (Class B)
Baron Capital Asset Fund                                29.90           91.50          --              --
Fidelity VIP III Growth & Income Portfolio
(Service Class)                                         22.21           68.49          --              --
Fidelity VIP III Mid Cap Portfolio (Service Class)      26.31           80.81          --              --
Fidelity VIP Overseas Portfolio (Service Class)         24.98           76.82          --              --
FT VIP Mutual Shares Securities Fund - Class 2          25.49           78.35          --              --
FT VIP Real Estate Securities Fund - Class 2            23.13           71.27          --              --
FT VIP Templeton International Smaller Companies Fund   28.87           88.45          --              --
- - - Class 2
Goldman Sachs Capital Growth Fund                       24.26           74.66          127.70          272.70
Goldman Sachs VIT COREsm U.S. Equity Fund               23.23           71.58          122.55          262.41
Goldman Sachs Global Income Fund                        25.80           79.27          135.37          287.94
Goldman Sachs International Equity Fund                 27.85           85.40          145.53          307.92
J.P. Morgan U.S. Disciplined Equity Portfolio           23.95           73.74          --              --
Lazard Retirement Equity Portfolio                      27.85           85.40          --              --
Lazard Retirement International Equity Portfolio        27.85           85.40          --              --
MFS(R)New Discovery Series                              27.03           82.95          --              --
MFS(R)Research Series                                   23.85           73.43          --              --
MFS(R)Utilities Series                                  25.39           78.05          --              --
Putnam VT Growth and Income Fund - Class IB Shares      21.70           66.95          114.79          246.78
Putnam VT International Growth Fund - Class IB Shares   27.54           84.48          --              --
Putnam VT International New Opportunities Fund - Class  35.64           108.45         --              --
IB Shares
Royce Micro-Cap Portfolio                               28.87           88.45          --              --
Royce Premier Portfolio                                 28.87           88.45          --              --
Wanger International Small Cap                          30.92           94.54          --              --
Wanger U.S. Small Cap                                   25.49           78.35          --              --
Warburg Pincus Trust - Emerging Growth Portfolio        27.85           85.40          --              --
</TABLE>

In this example, the $30 annual contract  administrative  charge is approximated
as a 0.067% charge based on the estimated  average contract size.  Premium taxes
imposed by some state and local  governments  are not reflected in this example.
We entered  into  certain  arrangements  under which we are  compensated  by the
funds' advisors and/or  distributors for the administrative  services we provide
to the funds.

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


Condensed Financial Information (Unaudited)

The following tables give per-unit  information  about the financial  history of
each  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>
Year ended Dec. 31,
                                                                           1998        1997         1996        1995

Subaccount  EVA2 (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            1,779          66           --          --
omitted)

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

Subaccount ECR1 (Investing in shares of AXPSM Variable Portfolio -
Capital Resource Fund)

Accumulation unit value at beginning of period                            $1.56       $1.27        $1.20       $1.00

Accumulation unit value at end of period                                  $1.91       $1.56        $1.27       $1.20

Number of accumulation units outstanding at end of period (000            5,163       3,813        2,350         818
omitted)

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

Subaccount  EGD2 (Investing in shares of AXPSM 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            1,108          69           --          --
omitted)

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

Subaccount EMG1 (Investing in shares of AXPSM 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            4,684       2,944        1,546         589
omitted)

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

Subaccount EMS1 (Investing in shares of AXPSM 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              749         231          241         132
omitted)

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

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 AXPSM 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            5,689       2,544        1,377         414
omitted)

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

Subaccount  EPG3  (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              239          --           --          --
omitted)

Ratio of operating expense to average net assets                          1.40%          --           --          --
</TABLE>

1Operations commenced on Feb. 21, 1995.
2Operations commenced on Oct. 30, 1997.
3Operations commenced on Oct. 5, 1998.
4Net of annual  contract  administrative  charge and  mortality and expense risk
fee.

Financial Statements

You can find our audited financial statements with financial history in the SAI.
The  SAI  does  not  include  audited  financial  statements  for  some  of  the
subaccounts  because  they  are new and do not have any  assets  with  financial
history in the SAI.

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.

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 ten years (or up to the life of
the subaccount if it is less than ten 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 generally will be higher than average annual
total return.

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 the first page of this prospectus.

The Variable Account and the Funds
<TABLE>
<CAPTION>

You may  allocate  purchase  payments  to any or all of the  subaccounts  of the
variable account that invest in shares of the following funds:
- - ------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                        <C>                                                 <C>
                                                                                                 Investment Advisor or
  Subaccount    Investing in                Investment Objectives and Policies:                  Manager
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      ESI       AXPSM Variable Portfolio -  Objective: high level of current income while        IDS Life Insurance Company
                Bond Fund                   conserving the value of the investment for the       (IDS Life), investment
                                            longest time period. Invests primarily in            manager; American Express
                                            investment-grade bonds.                              Financial Corporation
                                                                                                 (AEFC) investment advisor.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      ECR       AXPSM Variable Portfolio -  Objective: capital appreciation. Invests primarily   IDS Life, investment
                Capital Resource Fund       in U.S. common stocks.                               manager; AEFC investment
                                                                                                 advisor.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EMS       AXPSM Variable Portfolio -  Objective: maximum current income consistent with    IDS Life, investment
                Cash Management Fund        liquidity and conservation of capital. Invests in    manager; AEFC investment
                                            money market securities.                             advisor.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EIA       AXPSM Variable Portfolio -  Objective: high current income, with capital growth  IDS Life, investment
                Extra Income Fund           as a secondary objective. Invests primarily in       manager; AEFC investment
                                            long-term, high-yielding, high-risk debt securities  advisor.
                                            below investment grade issued by U.S. and foreign
                                            corporations.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EMG       AXPSM Variable Portfolio -  Objective: maximum total investment return through   IDS Life, investment
                Managed Fund                a combination of capital growth and current income.  manager; AEFC investment
                                            Invests primarily in stocks, convertible             advisor.
                                            securities, bonds and money market instruments.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EGD       AXPSM Variable Portfolio -  Objective: long-term growth of capital. Invests      IDS Life, investment
                New Dimensions Fund         primarily in common stocks of U.S. and foreign       manager; AEFC investment
                                            companies showing potential for significant growth.  advisor.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      ECA       AIM V.I. Capital            Objective: growth of capital. Invests primarily in   A I M Advisors, Inc.
                Appreciation Fund           common stocks, with emphasis on medium- or
                                            small-sized growth companies.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      ECD       AIM V.I. Capital            Objective: long term growth of capital. Invests      A I M Advisors, Inc.
                Development Fund            primarily in securities (including common stocks,
                                            convertible securities bond bonds) of small- and
                                            medium-sized companies.
- - ------------------------------------------------------------------------------------------------------------------------------
      EVA       AIM V.I. Value Fund         Objective: long-term growth of capital with income   A I M Advisors, Inc.
                                            as a secondary objective.   Invests primarily in
                                            equity securities judged 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.
- - ------------------------------------------------------------------------------------------------------------------------------

- - ------------------------------------------------------------------------------------------------------------------------------
      EPP       Alliance Premier Growth     Objective: long-term growth of capital. Invests      Alliance Capital
                Portfolio (Class B)         primarily in equity securities of a limited number   Management, L.P.
                                            of large, carefully selected, high-quality U.S.
                                            companies that are judged likely to achieve superior
                                            earnings growth.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      ETC       Alliance Technology         Objective: growth of capital. Invests primarily in   Alliance Capital
                Portfolio (Class B)         securities of companies expected to benefit from     Management, L.P.
                                            technological advances and improvements.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EHG       Alliance U.S.               Objective: high level of current income consistent   Alliance Capital
                Government/High Grade       with preservation of capital. Invest primarily in    Management, L.P.
                Securities Portfolio        (1) U.S. Government securities and (2) other
                (Class B)                   high-grade debt securities or, if unrated, of
                                            equivalent quality.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EAS       Baron Capital Asset Fund    Objective: capital appreciation. Invests primarily   BAMCO, Inc.
                                            in securities of small and medium sized companies
                                            with undervalued assets or favorable growth
                                            prospects.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EFG       Fidelity VIP III Growth &   Objective: high total return through a combination   Fidelity Management &
                Income Portfolio (Service   of current income and capital appreciation. Invests  Research Company (FMR),
                Class)                      primarily in common stocks with a focus on those     investment manager; FMR
                                            that pay current dividends and show potential for    U.K. and FMR Far East,
                                            capital appreciation.                                sub-investment advisors.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EFM       Fidelity VIP III Mid Cap    Objective: long-term growth of capital. Invests      FMR, investment manager;
                Portfolio (Service Class)   primarily in medium market capitalization common     FMR U.K. and FMR Far East,
                                            stocks.                                              sub-investment advisors.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EFO       Fidelity VIP Overseas       Objective: long-term growth of capital. Invests      FMR, investment manager;
                Portfolio (Service Class)   primarily in common stocks of foreign securities.    FMR U.K., FMR Far East,

                                                                                                 Fidelity
                                                                                                 International
                                                                                                 Investment
                                                                                                 Advisors
                                                                                                 (FIIA)
                                                                                                 and
                                                                                                 FIIA
                                                                                                 U.K.,
                                                                                                 sub-investment
                                                                                                 advisors.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EMU       Franklin Templeton VIP      Objective: capital appreciation with income as a     Franklin Mutual Advisers,
                Mutual Shares Securities    secondary goal. Invests primarily in equity          LLC
                Fund - Class 2              securities of companies that the manager believes
                                            are available at market prices less than their
                                            actual value based on certain recognized or objective
                                            criteria (intrinsic value).
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      ERE       Franklin Templeton VIP Trust Objective: capital appreciation with a secondary     Franklin Advisers, Inc.
                Real Estate Securities       goal to earn current income. Invests primarily in
                Fund - Class 2               securities of companies operating in the real
                                             estate industry, primarily equity real estate
                                             investment trusts (REITS).

- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EIS       Franklin Templeton VIP Trust  Objective: long-term capital appreciation. Invests   Templeton Investment
                Templeton   International     primarily  in  equity  securities  of smaller        Counsel Inc.
                Smaller Companies Fund -      companies located outside the U.S., including
                Class 2                       in emerging markets.


- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      JCG       Goldman Sachs Capital       Objective: long-term growth of capital. Invest       Goldman Sachs Asset
                Growth Fund                 primarily in equity securities considered by the     Management
                                            Investment Advisor to have long-term
                                            capital appreciation potential.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      JUS       Goldman Sachs VIT COREsm U.S. Objective: long-term growth of capital and dividend  Goldman Sachs Asset
                Equity Fund                   income. Invests primarily in a broadly diversified   Management
                                              portfolio of large-cap and  blue chip equity
                                              securities representing all major sectors
                                              of the U.S. economy.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      JGL       Goldman Sachs Global        Objective: high total return, emphasizing current    Goldman Sachs Asset
                Income Fund                 income, and, to a lesser extent, providing           Management International
                                            opportunities for capital appreciation. Invests
                                            primarily in a portfolio of high quality
                                            fixed-income securities of U.S. and foreign issuers
                                            and enters into transactions in foreign currencies.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      JIF       Goldman Sachs               Objective: long-term capital appreciation. Invests   Goldman Sachs Asset
                International Equity Fund   primarily in equity securities of companies that     Management International
                                            are organized outside the U.S., or whose securities
                                            are principally traded outside the U.S.
- - ------------------------------------------------------------------------------------------------------------------------------

- - ------------------------------------------------------------------------------------------------------------------------------
      EDE       J.P. Morgan U.S.            Objective: outperform U.S. stock markets over the    J.P. Morgan
                Disciplined Equity          long term through a disciplined management
                Portfolio                   approach. Invests primarily in large- and
                                            medium-capitalization U.S. companies.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      ERQ       Lazard Retirement Equity    Objective: long-term capital appreciation. Invests   Lazard Asset Management
                Portfolio                   primarily in equity securities, principally common
                                            stocks of relatively large U.S. companies (those
                                            whose total market value is more than $1 billion)
                                            that the Investment Manager believes are
                                            undervalued based on their earnings, cash flow or
                                            asset values.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      ERI       Lazard Retirement           Objective: long-term capital appreciation. Invests   Lazard Asset Management
                International Equity        primarily in equity securities, principally common
                Portfolio                   stocks of relatively large non-U.S. companies
                                           (those whose total market value is more than $1
                                            billion) that the Investment Manager believes are
                                            undervalued based on their earnings, cash flow or
                                            asset values.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      END       MFS(R) New Discovery Series   Objective: capital appreciation. Invests primarily   Massachusetts Financial
                                              in equity securities of emerging growth companies.   Service Company (MFS) Investment
                                                                                                   Management (R)
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      ERS       MFS(R) Research Series      Objective: long-term growth of capital and future    MFS Investment Management(R)
                                            income.  Invests primarily in common
                                            stocks  and     related  securities   that
                                            have   favorable prospects  for   long-term
                                            growth, attractive   valuations   based   on
                                            current  and  expected  earnings  or cash  flow,
                                            dominant   or  growing market share, and superior
                                            management.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EUT       MFS(R) Utilities Series       Objective: capital growth and current income.        MFS Investment
                                            Invests primarily in equity and debt securities of   Management(R)
                                            domestic and foreign companies in the utilities
                                            industry.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EPG       Putnam VT Growth and        Objective: capital growth and current income.        Putnam Investment
                Income Fund -- Class IB     Invests primarily in common stocks that offer        Management, Inc.
                Shares                      potential for capital growth, current income or
                                            both.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EPL       Putnam VT International     Objective: capital appreciation. Invests primarily   Putnam Investment
                Growth Fund -- Class IB     in growth stocks outside the U.S.                    Management, Inc.
                Shares
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EPN       Putnam VT International     Objective: long-term capital appreciation by         Putnam Investment
                New Opportunities Fund --   investing in companies that have above-average       Management, Inc.
                Class IB Shares             growth prospects due to the fundamental growth of
                                            their market sector. Invests primarily in growth
                                            stocks outside the U.S.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EMC       Royce Micro-Cap Portfolio   Objective: long-term growth of capital. Invests      Royce & Associates, Inc.
                                            primarily in a broadly diversified portfolio of
                                            equity securities issued by micro-cap companies
                                           (companies with stock market capitalizations below
                                           $300 million).

- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EPR      Royce Premier Portfolio     Objective: long-term growth of capital with current  Royce & Associates, Inc.
                                           income as a secondary objective. Invests primarily
                                           in a limited number of equity securities issued by
                                           small companies  with stock  market capitalization
                                           between $300 million and $1.5 billion.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EIC       Wanger International Small  Objective: long-term growth of capital. Invests      Wanger Asset Management,
                Cap                         primarily in stocks of small- and medium-size        L.P.
                                            non-U.S. companies.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EUC       Wanger U.S. Small Cap       Objective: long-term growth of capital. Invests      Wanger Asset Management,
                                            primarily in stocks of small- and medium-size U.S.   L.P.
                                            companies.
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
      EEG       Warburg Pincus Trust        Objective: maximum capital appreciation. Invests     Warburg Pincus Asset
                Emerging Growth Portfolio   primarily in equity securities of small to           Management, Inc.
                                            medium sized U.S.emerging-growth
                                            companies.
- - ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The  investment  objectives and policies of some of the funds are similar to the
investment  objectives  and policies of other  mutual funds that the  investment
advisor or its  affiliates  manage.  Although the objectives and policies may be
similar,  each fund will have its own  portfolio  holdings  and its own fees and
expenses. Accordingly, each fund will have its own investment results.

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 the first page of this prospectus.

All funds are  available  to serve as the  underlying  investments  for variable
annuities.  Some funds also are  available  to serve as  investment  options for
variable life insurance policies and qualified plans. It is possible that in the
future,  it may be  disadvantageous  for variable  annuity accounts and variable
life insurance  accounts and/or qualified plans to invest in the available funds
simultaneously.

Although the insurance  company and the funds do not currently  foresee any such
disadvantages, the boards of directors or trustees of the appropriate funds will
monitor  events in order to identify  any  material  conflicts  between  annuity
owners,  policy owners and qualified plans and to determine what action, if any,
should be taken in response to a conflict.  If a board were to conclude  that it
should  establish  separate  funds  for  the  variable  annuity,  variable  life
insurance  and  qualified  plan  accounts,  you  would  not  bear  any  expenses
associated  with  establishing   separate  funds.   Please  refer  to  the  fund
prospectuses for risk disclosure regarding simultaneous  investments by variable
annuity, variable life insurance and qualified plan accounts.

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

The 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.

The variable  account meets the  definition of a separate  account under federal
securities laws. We credit or charge income, capital gains and capital losses of
each subaccount only to that  subaccount.  State insurance law prohibits us from
charging a subaccount with liabilities of any other subaccount or of our general
business.  The variable  account  includes other  subaccounts that are available
under contracts not described in this prospectus.

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 Fixed Account

You also may  allocate  purchase  payments  to the  fixed  account.  We back the
principal and interest  guarantees  relating to the fixed account.  The value of
the fixed  account  increases  as we credit  interest to the  account.  Purchase
payments and transfers to the fixed account become part of our general  account.
We credit and compound  interest  daily.  We will change the interest rates from
time to time at our discretion.

Interests in the fixed account are not required to be  registered  with the SEC.
The SEC staff does not review the  disclosures  in this  prospectus on the fixed
account.  Disclosures  regarding the fixed account,  however,  may be subject to
certain generally applicable  provisions of the federal securities laws relating
to the  accuracy and  completeness  of  statements  made in  prospectuses.  (See
"Making the Most of Your  Contract -- Transfer  policies"  for  restrictions  on
transfers involving the fixed account.)

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 become an 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 of
the variable account 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 it and return your  payment.  We will credit  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.

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 payments

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

Minimum additional purchase payments:
         $ 50 for SIPs

         $100 for regular payments

Maximum total purchase payments*:
        $ 100,000 (for ages 86 to 90 without prior  approval)

         $1,000,000  (for ages up to 85 without prior approval)

    * These limits apply in total to all American  Enterprise Life annuities you
      own.  We reserve  the right to  increase  maximum  limits.  For  qualified
      annuities the qualified plan's limits on annual contributions also apply.

How to make purchase payments
1 By letter

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

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

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

2 By SIP:

Contact your 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 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  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 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.

Withdrawal charge
If you withdraw all or part 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    After  the  first  contract  year,  we  withdraw  up to 10% of  your  prior
     anniversary  contract  value that you have not yet  withdrawn  during  that
     contract year. We do not assess a withdrawal charge on this amount.

o    During the first  contract  year, we withdraw  contract  earnings,  if any.
     After the first contract year, we withdraw those contract earnings that are
     greater than any applicable 10% 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 these purchase payments.

o    Finally, if necessary,  we withdraw purchase payments received in the seven
     years before the withdrawal on a "first-in,  first-out" (FIFO) basis. There
     is 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 that are withdrawn.

     Years from purchase            Withdrawal charge
       payment receipt                 percentage
              1                             7.5%
              2                             7.5
              3                             7
              4                             6
              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

o        The prior anniversary July 1, 2008 contract value was $38,488.
<TABLE>
<CAPTION>
<S>     <C>                          <C>
         Withdrawal charge                           Explanation
                 $0                   $3,848.80 is 10% of the prior anniversary contract value withdrawn
                                      without withdrawal charge; and

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

                 $0                   $10,000 July 1, 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

                $420                  $6,000 Feb. 20, 2007 payment is in its third year from receipt,
                                      withdrawn with a 7% withdrawal charge.

- - -------------------------------------
                $820
</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 a withdrawal charge for:

o    withdrawals of any contract earnings during the first contract year;
o    withdrawals during each contract year after the first totaling the greater
     of 10% 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 we  normally
     assess 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.

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 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 any  contract  value credits 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.

Subaccounts:   We  convert  amounts  you  allocated  to  the  subaccounts   into
accumulation  units.  Each time you make a purchase  payment or transfer amounts
into  one of the  subaccounts  or we  apply  any  contract  value  credits  to a
subaccount,  we credit a certain number of  accumulation  units to your contract
for that  subaccount.  Conversely,  each  time you  take a  partial  withdrawal,
transfer  amounts  out of a  subaccount  or we assess a contract  administrative
charge, we subtract a certain number of accumulation units from your contract.

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

The dollar value of each  accumulation  unit can rise or fall daily depending on
the  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 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
subaccount.

Factors that affect subaccount  accumulation units

Accumulation  units may change in two ways: in number and in value. Here are the
factors that influence those changes:

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

o        additional purchase payments you allocate to the subaccounts;
o        any contract value credits allocated to the subaccounts;
o        transfers into or out of the 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 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.

Contract value credits

Before  annuity  payouts begin,  and starting in the eighth  contract year while
this contract is in force, we periodically  will apply a "contract value credit"
to your contract value if:

o you chose death benefit Option A at the time of application  (see "Benefits in
Case of Death");  and
o there are  "eligible  purchase  payments" at the time we calculate the credit.

"Eligible  purchase  payments"  means payments you made to the contract that you
have not withdrawn and that are no longer subject to a withdrawal charge.

On an annual basis, the contract value credit is 0.50% of an amount we calculate
by multiplying (a) times (b) where:

         (a) is the contract value at the time we make the calculation; and

         (b) is the ratio of  "eligible  purchase  payments"  to total  purchase
             payments.

We reserve  the right to  calculate  and apply the  contract  value  credit on a
quarterly or monthly basis. If we calculate the credit on a quarterly basis, the
percentage  will be 0.125%  instead of 0.50%.  If we  calculate  the credit on a
monthly basis, the percentage will be 0.04167% instead of 0.50%.

We will apply the contract value credit to your contract value according to your
fixed account and subaccount  allocation  instructions that are in effect at the
time. We will continue to apply the contract value credit,  if  applicable,  for
the life of your contract until full  withdrawal or until annuity payouts begin.
The contract value credit will be taxable when we distribute it to you.

Making the Most of your Contract

Automated dollar-cost averaging
Currently,  you can use  automated  transfers to take  advantage of  dollar-cost
averaging  (investing a fixed  amount at regular  intervals).  For example,  you
might transfer a set amount monthly from a relatively conservative subaccount to
a more aggressive one, or to several others, or from the fixed account to one or
more subaccounts.  You also can obtain the benefits of dollar-cost  averaging by
setting up regular  automatic SIP payments.  There is no charge for  dollar-cost
averaging.

This systematic  approach can help you benefit from fluctuations in accumulation
unit values caused by fluctuations in the market values of the funds.  Since you
invest the same amount each period,  you  automatically  acquire more units when
the market value falls and fewer units when it rises. The potential effect is to
lower your average cost per unit.
<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         Sept             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 subaccount will gain in value
nor will it protect  against a decline in value if market  prices fall.  Because
dollar-cost  averaging  involves  continuous  investing,  your success with this
strategy  will depend  upon your  willingness  to  continue to invest  regularly
through periods of low price levels.  Dollar-cost  averaging can be an effective
way to help meet your long-term goals. For specific features, contact your sales
representative.

Asset rebalancing
You can ask us in writing to automatically  rebalance the 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 subaccount, or the fixed account, to another
subaccount  before  annuity  payouts  begin.   (Certain  restrictions  apply  to
transfers  involving  the fixed  account.) We will process your  transfer on the
valuation date we receive your request.  We will value your transfer at the next
accumulation  unit value calculated  after we receive your request.  There is no
charge for transfers.  Before making a transfer,  you should  consider the risks
involved in switching investments.

We may suspend or modify  transfer  privileges  at any time.  Excessive  trading
activity can disrupt fund management  strategy and increase expenses,  which are
borne  by all  contract  owners  who  allocated  purchase  payments  to the fund
regardless  of  their  transfer   activity.   We  may  apply   modifications  or
restrictions  in any  reasonable  manner to prevent  transfers  we believe  will
disadvantage other contract owners.  These modifications could include,  but not
be limited to:

o requiring a minimum time period between each transfer;
o not accepting  transfer requests of an agent acting under power of attorney on
  behalf of more than one contract  owner;  or
o limiting the dollar amount that a contract owner may transfer at any one time.

For  information  on  transfers  after  annuity  payouts  begin,  see  "Transfer
policies" below.

Transfer policies
o        Before annuity payouts begin, you may transfer  contract values between
         the  subaccounts  or from the  subaccounts  to the fixed account at any
         time.  However,  if you made a transfer  from the fixed  account to the
         subaccounts,  you may not make a transfer from any  subaccount  back to
         the fixed account for six months following that transfer.

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

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

Minimum amount
Transfers or withdrawals:           $500 or entire account balance

Maximum amount
Transfers or withdrawals:           Contract value or the entire 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 are
currently in place.

o        Automated transfers may not exceed an amount that, if continued, would
         deplete the fixed account or subaccounts 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.

o        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
Transfers or withdrawals:   $100 monthly/$250 quarterly,
                            semiannually or annually

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

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
Transfers or withdrawals:  $500 or entire account balance

Maximum amount
Transfers:                 Contract value or the entire account balance
Withdrawals:               $25,000

We answer telephone  requests  promptly,  but you may experience delays when the
call volume is unusually  high.  If you are unable to get through,  use the mail
procedure as an alternative.

We will honor any telephone transfer or withdrawal  requests that we believe are
authentic and we will use  reasonable  procedures to confirm that they are. This
includes  asking  identifying  questions and tape recording  calls.  We will not
allow a telephone  withdrawal  within 30 days of a phoned-in  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

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 (except under Plan E). See "The  Annuity  Payout  Period-Annuity
Payout Plans".

Withdrawal policies
If you have a  balance  in more  than one  account  and you  request  a  partial
withdrawal,  we will withdraw money from all your  subaccounts  and/or the fixed
account in the same proportion as your value in each 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.

TSA Special Surrender 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.  However,  if the owner is a trust or  custodian,  or an
employer  acting  in  a  similar  capacity,  ownership  of  a  contract  may  be
transferred to the annuitant.

Benefits in Case of Death

There are two death benefit  options under this  contract.  If either you or the
annuitant are age 79 or older on the contract date, Option A will apply. If both
you and the  annuitant  are under  age 79 on the  contract  date,  you can elect
either Option A or Option B on your application.  Once you elect an option,  you
cannot change it. 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").

Option A
We will pay the beneficiary the greater of:

1.       the contract value; or

2.       the total purchase payments paid minus "adjusted partial withdrawals."

Contract  value  credits  may  apply  if you  choose  Option  A at the  time  of
application (see "Valuing your Investment - Contract value credits").

Option B
We will pay the beneficiary the greatest of:

1.   the contract value; or

2.   the total purchase payments paid minus any "adjusted partial withdrawals";
     or
3.   the "maximum  anniversary  value"  immediately  preceding the date of death
     plus the dollar amount of any payments since that anniversary and minus any
     "adjusted 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 "adjusted 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 "adjusted partial withdrawals".

Adjusted  partial  withdrawals:  Under either Option A or Option B, we calculate
"adjusted 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.

Example:

Option A
o    The contract is purchased with a payment of $20,000 on Jan. 1, 1999.
o    On Jan. 1, 2000 an additional premium payment of $5,000 is made.
o    On March 1, 2000 the contract value has grown to $27,000 ($25,000 in
     premium payments and $2,000 in earnings).  The owner takes a $1,500 partial
     withdrawal.
o    On March 1, 2001 the contract value has fallen to $23,000.

The death benefit on March 1, 2001 is calculated as follows:

         Total premiums paid:                                        $25,000.00
         minus any "adjusted partial withdrawals"
         calculated as:                     1,500 x 25,000  =      -   1,388.89
                                            --------------          ------------
                                                  27,000
         for a death benefit of:                                      $23,611.11

Option B
o        The contract is purchased with a payment of $20,000 on Jan. 1, 1999.
o        On Jan. 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 the owner takes a $1,500 partial withdrawal, leaving a contract
         value of $20,500.
<TABLE>
<CAPTION>
<S>                                                                              <C>
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
         minus 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
</TABLE>

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.

The amount available for payouts under the plan you select is the contract value
on your  retirement  date (less any  applicable  premium  tax). 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 funds will fluctuate. (In the case of fixed
annuities, payouts remain the same from month to month).

For information with respect to transfers between accounts after annuity payouts
begin, see "Making the Most of your Contract Transfer policies."

Annuity Table
The annuity table in your contract shows the amount of the first monthly payment
for each $1,000 of contract value according to the age and, when applicable, the
sex of the  annuitant.  (Where  required by law,  we will use a unisex  table of
settlement  rates). The table assumes that the contract value is invested at the
beginning of the annuity  payout period and earns a 5% rate of return,  which is
reinvested and helps to support future payouts.

Substitution of 3.5% Table
If you ask us at least 30 days before the retirement date, we will substitute an
annuity table based on an assumed 3.5%  investment  rate for the 5% table in the
contract.  The  assumed  investment  rate  affects  both the amount of the first
payout and the extent to which subsequent  payouts  increase or decrease.  Using
the 5% table  results  in a higher  initial  payment,  but  later  payouts  will
increase  more slowly when  annuity  unit  values are rising and  decrease  more
rapidly when they decline.

Annuity payout plans
You may  choose  any one of these  annuity  payout  plans by giving  us  written
instructions  at least 30 days before contract values are 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.  We  determine  the  present  value  separately  for each
variable  subaccount from which you are currently  scheduled to receive payouts.
The present value for each  subaccount is equal to the  discounted  value of the
remaining  annuity payouts 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 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  allocated to the fixed  account  will  provide  fixed
dollar payouts and contract values that you allocated among the subaccounts will
provide variable annuity payouts.

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

Death after annuity payouts begin
If you or the annuitant die after annuity  payouts begin, we will pay any amount
payable to the beneficiary as provided in the annuity payout plan in effect.

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 advisor for more information about these distribution rules.

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

Tax law requires that all nonqualified  deferred annuity contracts issued by the
same company (and possibly its  affiliates)  to the same owner during a calendar
year be taxed as a single, unified contract when you take distributions from any
one of those contracts.

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

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

Death benefits to  beneficiaries:  The death benefit under a contract  (except a
Roth  IRA)  is not  tax  exempt.  Any  amount  your  beneficiary  receives  that
represents  previously  deferred  earnings  within  the  contract  is taxable as
ordinary income to the beneficiary in the 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.

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% federal income tax withholding (and possibly state
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.

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 advisor if you have any questions about taxation of your contract.

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

Voting Rights

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

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

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

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
shareholders'  meetings,  proxy materials and a statement of the number of votes
to which  the  voter is  entitled.  We will  vote  shares  for which we have not
received  instructions in the same proportion as the votes for which we received
instructions.  We also will vote the shares for which we have  voting  rights in
the same proportion as the votes for which we received instructions.

Substitution of Investments

We may substitute the funds in which the subaccounts invest if:

o       laws or regulations change;
o       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.

We may also:
o      add new subaccounts;
o      combine any two or more subaccounts;

o      add 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.

About the Service Providers

Principal Underwriter

American  Express  Financial  Advisors  Inc.  (AEFA)  serves  as  the  principal
underwriter  for  the  contract.  Its  office  are  located  at  IDS  Tower  10,
Minneapolis,  MN 55440.  AEFA is a wholly-owned  subsidiary of American  Express
Financial  Coporation  (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 pays 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 7.0% 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.

Issuer

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.

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 American  Enterprise
Life and by Variable Account are maintained by AEFC and are utilized by multiple
subsidiaries and affiliates of AEFC. American Enterprise Life's and the Variable
Accounts  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 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 Signature Variable AnnuitySM
          American Express Variable Portfolio Funds
          AIM Variable Insurance Funds, Inc.
          Alliance Variable Products Series Fund
          Baron Capital Funds
          Fidelity Variable Insurance Products Service Class
          Franklin Templeton Variable Insurance Products Trust
          Goldman Sachs Variable Insurance Trust
          J. P. Morgan Series Trust II
          Lazard Retirement Series, Inc.
          MFS(R) Variable Insurance TrustSM
          Putnam Variable Trust
          Royce Capital Fund
          Wanger Advisors Trust
          Warburg Pincus 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

We will mail your request to:

Your name

Address

City                                         State                    Zip


                       STATEMENT OF ADDITIONAL INFORMATION

                                       for

                  AMERICAN EXPRESS SIGNATURE VARIABLE ANNUITYSM

                  AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT


                                    Sept. 13, 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

                  TABLE OF CONTENTS

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

Calculating Annuity Payouts....................................10

Rating Agencies................................................11

Principal Underwriter..........................................11

Independent Auditors...........................................11

Financial Statements

PERFORMANCE INFORMATION

The  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 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 ten 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

                EVR   =    Ending  Redeemable  Value of a hypothetical  $1,000
                           payment made at the  beginning of the period,  at the
                           end of the period (or fractional portion thereof)

We  calculated  the  following  performance  figures on the basis of  historical
performance  of  each  fund.  We show  actual  performance  from  the  date  the
subaccounts  began  investing  in the  funds.  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.  Past
performance does not guarantee future results.
<TABLE>
<CAPTION>

Average Annual Total Return With Withdrawal For Periods Ending Dec. 31. 1998

                                                                 Performance Since
                                                                 Commencement of the                 Performance Since
                                                                    Subaccount**                Commencement of the Fund**
<S>       <C>                                                 <C>        <C>            <C>     <C>     <C>       <C>
                                                                             Since                                   Since
Subaccount  Investing In:                                       1 Year     Commencement   1 Year  5 Years 10 Years  Commencement
- - ----------  -------------                                       ------     ------------   ------  ------- --------  ------------
            AXPSM VARIABLE PORTFOLIO
ESI              Bond Fund (2/95;10/81)*                        -6.73%         6.39%      -6.73%   4.35%    7.27%       9.57%
ECR              Capital Resource Fund (2/95;10/81)             14.83%        17.23%      14.83%  14.23%   14.05%      13.78%
EMS              Cash Management Fund (2/95;10/81)              -3.41%         2.13%      -3.41%   2.42%    3.70%       5.05%
EIA              Extra Income Fund (7/99;5/96)                    N/A           N/A      -19.87%    N/A     N/A        -6.99%
EMG              Managed Fund (2/95;4/86)                        6.62%        16.03%       6.62%  11.58%   12.81%      11.01%
EGD              New Dimensions Fund (10/97;5/96)               19.29%        20.67%      19.29%    N/A     N/A        20.57%
            AIM V.I.
ECA              Capital Appreciation Fund (7/99;5/93)            N/A           N/A       10.09%  14.97%    N/A        16.70%
ECD              Capital Development Fund (8/99;5/98)             N/A           N/A         N/A     N/A     N/A       -14.59%
EVA              Value Fund (10/97;5/93)                        23.00%        22.42%      23.00%  19.40%    N/A        19.76%
            ALLIANCE
EPP              Premier Growth Portfolio (Class B)               N/A           N/A         N/A     N/A     N/A         N/A
                 (8/99;6/99)
ETC              Technology Portfolio (Class B) (8/99;6/99)       N/A           N/A         N/A     N/A     N/A         N/A
EHG              U.S. Government/High Grade Securities            N/A           N/A         N/A     N/A     N/A         N/A
                    Portfolio (Class B) (8/99;6/99)
            BARON
EAS              Capital Asset Fund (8/99;10/98)                  N/A           N/A         N/A     N/A     N/A        25.72%
            FIDELITY VIP
EFG              Growth & Income Portfolio (Service Class)        N/A           N/A       19.91%    N/A     N/A        24.19%
                 (8/99;12/96)
EFM              Mid Cap Portfolio (Service Class)                N/A           N/A         N/A     N/A     N/A        -3.96%
                 (8/99;12/98)
EFO              Overseas Portfolio (Service Class)               N/A           N/A       -2.19%   4.17%   6.87%       6.97%
                 (8/99;1/87)
            FRANKLIN TEMPLETON VIP Trust
WMU              Mutual Shares Securities Fund - Class 2          N/A           N/A         N/A     N/A     N/A         N/A
                 (8/99;1/99)
ERE              Real Estate Securities Fund - Class 2            N/A           N/A         N/A     N/A     N/A         N/A
                 (8/99;1/99)
EIS              Templeton International Smaller Companies        N/A           N/A         N/A     N/A     N/A         N/A
                    Fund - Class 2 (8/99;1/99)
            GOLDMAN SACHS Variable Insurance Trust (VIT)
JCG              Capital Growth Fund (5/99;4/98)                  N/A           N/A         N/A     N/A     N/A        4.77%
JUS              COREsm U.S. Equity Fund (5/99;2/98)              N/A           N/A         N/A     N/A     N/A        5.65%
JGL              Global Income Fund (5/99;1/98)                   N/A           N/A         N/A     N/A     N/A       -0.49%
JIF              International Equity Fund (5/99;1/98)            N/A           N/A         N/A     N/A     N/A       10.89%
            J.P. MORGAN SERIES TRUST II
EDE              U.S. Disciplined Equity Portfolio                N/A           N/A       13.53%    N/A     N/A       23.56%
                 (8/99;12/94)
            LAZARD RETIREMENT SERIES INC.
ERQ              Equity Portfolio (8/99;3/98)                     N/A           N/A         N/A     N/A     N/A        2.13%
ERI              International Equity Portfolio (8/99;9/98)       N/A           N/A         N/A     N/A     N/A        4.23%
            MFS INVESTMENT MANAGEMENT(R)
END              New Discovery Series (7/99;5/98)                 N/A           N/A         N/A     N/A     N/A       -5.67%
ERS              Research Series (7/99;7/95)                      N/A           N/A       14.12%    N/A     N/A       19.72%
RUT              Utilities Series (7/99;1/95)                     N/A           N/A        8.87%    N/A     N/A       22.79%
            PUTNAM VARIABLE TRUST
EPG              Putnam VT Growth and Income Fund - Class IB***   6.12%        10.50%       6.12%  16.61%   14.10%     14.57%
                 (10/98;2/88)
EPL              Putnam VT International Growth Fund - Class IB***N/A           N/A        9.25%    N/A     N/A       12.29%
                 (8/99;1/97)
EPN              Putnam VT International New Opportunities Fund - N/A           N/A       -6.80%    N/A     N/A       -7.73%
                 Class IB*** (8/99;1/97)
            ROYCE
EMC              Micro-Cap Portfolio (8/99;12/96)                 N/A           N/A       -4.48%    N/A     N/A        7.21%
EPR              Premier Portfolio (8/99;12/96)                   N/A           N/A       -0.05%    N/A     N/A        7.83%
            WANGER
EIC              International Small Cap (8/99;5/95)              N/A           N/A        7.15%    N/A     N/A       18.63%
EUC              U.S. Small Cap (8/99;5/95)                       N/A           N/A       -0.18%    N/A     N/A       -0.30%
            WARBURG PINCUS TRUST
EEG              Emerging Growth Portfolio (8/99;7/99)            N/A           N/A         N/A     N/A     N/A         N/A
</TABLE>

*(Commencement date of the subaccount; Commencement date of the fund)
**Current applicable charges deducted from fund performance include a $30 annual
  contract administrative charge, a 1.25% mortality and expense risk fee, a
  0.15% variable account administrative charge and applicable withdrawal charge.
***Performance information for Class IB shares are based on Class IA shares
   adjusted to reflect payments made under the Class IB distribution plan.
Average Annual Total Return Without Withdrawal For Periods Ending Dec. 31. 1998
<TABLE>
<CAPTION>

                                                                 Performance Since
                                                                 Commencement of the                 Performance Since
                                                                     Subaccount**                Commencement of the Fund**
<S>        <C>                                                <C>        <C>           <C>      <C>     <C>       <C>
                                                                               Since                                   Since
Subaccount  Investing In:                                       1 Year     Commencement    1 Year 5 Years 10 Years  Commencement
- - ----------  -------------                                       ------                     ------ ------- --------  ------------
            AXPSM VARIABLE PORTFOLIO
ESI              Bond Fund (2/95;10/81)*                         0.03%         7.67%       0.03%   5.18%    7.27%       9.57%
ECR              Capital Resource Fund (2/95;10/81)             22.33%        18.21%      22.33%  14.81%   14.05%      13.78%
EMS              Cash Management Fund (2/95;10/81)               3.61%         3.57%       3.61%   3.31%    3.70%       5.05%
EIA              Extra Income Fund (7/99;5/96)                    N/A           N/A      -14.19%    N/A     N/A        -4.72%
EMG              Managed Fund (2/95;4/86)                       14.12%        17.04%      14.12%  12.22%   12.81%      11.01%
EGD              New Dimensions Fund (10/97;5/96)               26.79%        26.83%      26.79%   N/A      N/A        22.47%
            AIM V.I.
ECA              Capital Appreciation Fund (7/99;5/93)            N/A           N/A       17.59%  15.53%    N/A        17.04%
ECD              Capital Development Fund (8/99;5/98)             N/A           N/A         N/A     N/A     N/A        -8.48%
EVA              Value Fund (10/97;5/93)                        30.50%        28.59%      30.50%  19.89%    N/A        20.06%
            ALLIANCE
EPP              Premier Growth Portfolio (Class B)               N/A           N/A         N/A     N/A     N/A         N/A
                 (8/99;6/99)
ETC              Technology Portfolio (Class B) (8/99;6/99)       N/A           N/A         N/A     N/A     N/A         N/A
EHG              U.S. Government/High Grade Securities            N/A           N/A         N/A     N/A     N/A         N/A
                    Portfolio (Class B) (8/99;6/99)
            BARON
EAS              Capital Asset Fund (8/99;10/98)                  N/A           N/A         N/A     N/A     N/A        33.22%
            FIDELITY VIP
EFG              Growth & Income Portfolio (Service Class)        N/A           N/A        27.41%   N/A     N/A        27.17%
                 (8/99;12/96)
EFM              Mid Cap Portfolio (Service Class)                N/A           N/A         N/A     N/A     N/A         3.02%
                 (8/99;12/98)
EFO              Overseas Portfolio (Service Class)               N/A           N/A         4.93%  5.01%    6.87%       6.97%
                 (8/99;1/87)
            FRANKLIN TEMPLETON VIP
WMU              Mutual Shares Securities Fund - Class 2          N/A           N/A         N/A     N/A     N/A         N/A
                 (8/99;1/99)
ERE              Real Estate Securities Fund - Class 2            N/A           N/A         N/A     N/A     N/A         N/A
                 (8/99;1/99)
EIS              Templeton International Smaller Companies        N/A           N/A         N/A     N/A     N/A         N/A
                    Fund - Class 2 (8/99;1/99)
            GOLDMAN SACHS Variable Insurance Trust (VIT)
JCG              Capital Growth Fund (5/99;4/98)                  N/A           N/A         N/A     N/A     N/A        12.27%
JUS              COREsm U.S. Equity Fund (5/99;2/98)              N/A           N/A         N/A     N/A     N/A        13.15%
JGL              Global Income Fund (5/99;1/98)                   N/A           N/A         N/A     N/A     N/A         6.76%
JIF              International Equity Fund (5/99;1/98)            N/A           N/A         N/A     N/A     N/A        18.39%
            J.P. MORGAN SERIES TRUST II
EDE              U.S. Disciplined Equity Portfolio                N/A           N/A        21.03%   N/A     N/A        24.22%
                 (8/99;12/94)
            LAZARD RETIREMENT SERIES INC.
ERQ              Equity Portfolio (8/99;3/98)                     N/A           N/A         N/A     N/A     N/A         9.61%
ERI              International Equity Portfolio (8/99;9/98)       N/A           N/A         N/A     N/A     N/A        11.73%
            MFS INVESTMENT MANAGEMENT(R)
END              New Discovery Series (7/99;5/98)                 N/A           N/A         N/A     N/A     N/A         1.17%
ERS              Research Series (7/99;7/95)                      N/A           N/A        21.62%   N/A     N/A        20.84%
RUT              Utilities Series (7/99;1/95)                     N/A           N/A        16.37%   N/A     N/A        23.59%
            PUTNAM VARIABLE TRUST
EPG              Putnam VT Growth and Income Fund - Class IB***  13.62%         18.00%     13.62% 17.14%   14.10%      14.57%
                 (10/98;2/88)
EPL              Putnam VT International Growth Fund - Class IB***N/A           N/A        16.75%   N/A     N/A        15.59%
                 (8/99;1/97)
EPN              Putnam VT International New Opportunities Fund - N/A           N/A        -0.05%   N/A     N/A        -1.06%
                 Class IB*** (8/99;1/97)
            ROYCE
EMC              Micro-Cap Portfolio (8/99;12/96)                 N/A           N/A         2.46%    N/A     N/A        10.65%
EPR              Premier Portfolio (8/99;12/96)                   N/A           N/A         7.24%    N/A     N/A        11.25%
            WANGER
EIC              International Small Cap (8/99;5/95)              N/A           N/A        14.65%    N/A     N/A        19.66%
EUC              U.S. Small Cap (8/99;5/95)                       N/A           N/A         7.11%    N/A     N/A         1.00%
            WARBURG PINCUS TRUST
EEG              Emerging Growth Portfolio (8/99;7/99)            N/A           N/A         N/A      N/A     N/A         N/A
</TABLE>

* (Commencement date of the subaccount; Commencement date of the fund)
** Current  applicable  charges  deducted  from fund  performance  include a $30
annual contract  administrative  charge,  a 1.25% mortality and expense risk fee
and a 0.15% variable account administrative charge.
***Performance information for Class IB shares are based on Class IA shares
adjusted to reflect payments made under the Class IB distribution plan.

Cumulative Total Return

Cumulative  total  return  represents  the  cumulative  change  in  value  of an
investment for a given period (reflecting change in a subaccount's  accumulation
unit value). We compute cumulative total return using the following formula:

                                     ERV - P
                                        P

where:        P = a hypothetical initial payment of $1,000

            ERV = Ending  Redeemable  Value of a  hypothetical  $1,000 payment
                  made at the beginning of the period,  at the end of the period
                  (or fractional 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
ten- year periods (or, if less, up to the life of the  subaccount).  We may also
show  performance  figures  without the  deduction  of a withdrawal  charge.  In
addition,  total return  figures  reflect the deduction of all other  applicable
charges  including  the annual  contract  administrative  charge,  the  variable
account administrative charge and the mortality and expense risk fee.

Calculation of Yield for Subaccounts Investing in Money Market Funds

Annualized Simple Yield

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

The subaccount's value includes:

o any declared dividends;
o the value of any shares purchased with dividends paid during the period; and
o any dividends declared for such shares.

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

Annualized Compound Yield

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

Compound Yield = [(Base Period Return + 1)365/7] - 1
<TABLE>
<CAPTION>
<S>                   <C>                                      <C>                   <C>

Annualized Yields Based on the Seven-Day Period Ending Dec. 31, 1998
Subaccount              Investing In                              Simple Yield           Compound Yield
EMS                        AXPSM VP - Cash Management Fund            3.24%                  3.29%
</TABLE>

You must consider  (when  comparing an investment  in  subaccounts  investing in
money market funds with fixed  annuities)  that fixed annuities often provide an
agreed-to  or  guaranteed  yield  for a  stated  period  of  time,  whereas  the
subaccount's  yield  fluctuates.  In comparing the yield of the  subaccount to a
money market fund, you should consider the different  services that the contract
provides.

Annualized Yield for Subaccounts Investing in Income Funds

For the  subaccounts  investing in income funds,  we base quotations of yield on
all investment  income earned during a particular  30-day period,  less expenses
accrued during the period (net investment income) and compute it by dividing net
investment  income per accumulation unit by the value of an accumulation unit on
the last day of the period according to the following formula:

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

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

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

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

Subaccount        Investing In                                     Yield
ESI               AXPSM Variable Portfolio - Bond Fund             7.20%

The yield on the subaccount's accumulation unit may fluctuate daily and does not
provide a basis for determining future yields.

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

         The Bank Rate Monitor  National  Index,  Barron's,  Business  Week, CDA
         Technologies,  Donoghue's Money Market Fund Report,  Financial Services
         Week,  Financial  Times,  Financial  World,  Forbes,   Fortune,  Global
         Investor,   Institutional  Investor,   Investor's  Daily,   Kiplinger's
         Personal  Finance,  Lipper  Analytical  Services,  Money,  Morningstar,
         Mutual  Fund  Forecaster,   Newsweek,  The  New  York  Times,  Personal
         Investor,  Stanger Report, Sylvia Porter's Personal Finance, USA Today,
         U.S.  News & World  Report,  The Wall Street  Journal and  Wiesenberger
         Investment Companies Service.

CALCULATING ANNUITY PAYOUTS

The Variable Account

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

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

o determine the dollar value of your  contract as of the  valuation  date that
  falls on (or 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
closest to the 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 closest
         to the  valuation  date that falls  before)  the seventh  calendar  day
         before the payout is due; by

o        the fixed number of annuity units credited to you.

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

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

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

Net Investment Factor

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.

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 subaccounts
of the contract. This information relates only to the fixed account and reflects
our  ability  to make  annuity  payouts  and to pay  death  benefits  and  other
distributions from the annuities.

             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. which offers the contract on a continuous basis.

The contract is new and, therefore,  we have not received any withdrawal charges
or paid any commissions.

INDEPENDENT AUDITORS

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

FINANCIAL STATEMENTS
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  EVA, ECR, EGD, EMG, EMS, ESI and EPG ) as of December
31, 1998,  and the related  statements  of  operations  for the year then ended,
except for subaccount EPG, which is 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 EVA
and EGD  which  are for the year  ended  December  31,  1998 and for the  period
October  30,  1997  (commencement  of  operations)  to  December  31,  1997  and
subaccount  EPG,  which is 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

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  (collectively,  the Funds),
which are  registered  under the 1940 Act as  diversified,  open-end  management
investment companies and have the following investment managers.
<TABLE>
<CAPTION>
<S>            <C>                                                          <C>

Subaccount       Invests exclusively in shares of                            Investment Manager
EVA              AIM V.I. Value Fund                                         A I M Advisors, Inc.
ECR              AXPSM Variable Portfolio - Capital Resource Fund            IDS Life Insurance Company 1
EGD              AXPSM Variable Portfolio -  New Dimensions Fund             IDS Life Insurance Company 1
EMG              AXPSM Variable Portfolio -  Managed Fund                    IDS Life Insurance Company 1
EMS              AXPSM Variable Portfolio -  Cash Management Fund            IDS Life Insurance Company 1
ESI              AXPSM Variable Portfolio -  Bond Fund                       IDS Life Insurance Company 1
EPG              Putnam VT Growth and Income Fund-- Class IB Shares          Putnam Investment Management, Inc.
</TABLE>

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
<TABLE>
<CAPTION>

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

Subaccount       Investment                                               Shares       NAV
EVA              AIM V.I. Value Fund                                      91,112    $26.25
ECR              AXPSM Variable Portfolio - Capital Resource Fund        301,499     32.65
EGD              AXPSM Variable Portfolio - New Dimensions Fund           83,670     17.52
EMG              AXPSM Variable Portfolio - Managed Fund                 462,427     18.52
EMS              AXPSM Variable Portfolio - Cash Management Fund         858,872      1.00
ESI              AXPSM Variable Portfolio - Bond Fund                    680,095     11.11
EPG              Putnam VT Growth and Income Fund-- Class IB Shares        9,822     28.75
</TABLE>

8. Investment Transactions
<TABLE>
<CAPTION>

The subaccounts' purchases of Funds' shares,  including reinvestment of dividend
distributions, were as follows:
<S>             <C>                                                             <C>             <C>
                                                                                       Year ended Dec. 31,
Subaccount       Investment                                                            1998            1997
EVA1             AIM V.I. Value Fund                                               $2,077,208        $ 68,804
ECR              AXPSM Variable Portfolio - Capital Resource Fund                   3,205,569       2,325,297
EGD1             AXPSM Variable Portfolio - New Dimensions Fund                     1,222,554          70,723
EMG              AXPSM Variable Portfolio - Managed Fund                            3,919,323       2,585,442
EMS              AXPSM Variable Portfolio - Cash Management Fund                    1,567,312         543,283
ESI              AXPSM Variable Portfolio - Bond Fund                               4,647,272       1,813,929
EPG2             Putnam VT Growth and Income Fund-- Class IB Shares                   269,558              --
                                                                                      -------          ------
                 Combined Variable Account                                        $16,908,796      $7,407,478
</TABLE>

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 the  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 Dec. 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.

American Enterprise Variable Annuity Account

Statements of Net Assets                                          Dec. 31, 1998
<TABLE>
<CAPTION>
<S>                                                    <C>           <C>             <C>           <C>           <C>

                                                                              Segregated Asset Subaccounts

Assets                                                         EVA         ECR              EGD          EMG          EMS
Investments in shares of mutual funds:
   at cost                                                 $2,129,905   $8,367,712      $1,273,181   $ 8,289,853    $858,797
                                                           ----------   ----------      ----------   -----------    --------
   at market value                                         $2,391,678   $9,845,123      $1,465,483   $ 8,564,185    $858,800
Dividends receivable                                                -            -               -             -       3,497
Accounts receivable from American Enterprise Life for
contract purchase payments                                      1,237       12,759           6,154        21,217           -
                                                                -----       ------           -----        ------
Total assets                                                2,392,915    9,857,882       1,471,637     8,585,402     862,297
                                                            ---------    ---------       ---------     ---------     -------

Liabilities
Payable to American Enterprise Life for:
Mortality and expense risk fee                                  2,413       10,405           1,513         8,984         918
Issue and administrative fee                                      290        1,249             182         1,078         110
Payable to mutual funds
for investments purchased                                       1,237        1,105           4,459        11,155       2,469
                                                                -----        -----           -----        ------       -----
Total liabilities                                               3,940       12,759           6,154        21,217       3,497
                                                                -----       ------           -----        ------       -----
Net assets applicable to contracts in
accumulation period                                         2,388,975    9,839,380       1,465,483     8,559,908     858,800
Net assets applicable to contracts in
payment period                                                      -        5,743               -         4,277           -
                                                                 ----        -----            ----         -----        ----
Total net assets                                           $2,388,975   $9,845,123      $1,465,483   $ 8,564,185    $858,800
                                                           ==========   ==========      ==========   ===========    ========
Accumulation units outstanding                              1,778,901    5,163,185       1,108,323     4,684,466     749,301
                                                            ---------    ---------       ---------     ---------     -------
Net asset value per accumulation unit                          $ 1.34       $ 1.91          $ 1.32        $ 1.83      $ 1.15
                                                               ------       ------          ------        ------      ------

                                                                                          Combined
                                                                                          Variable
Assets                                                         ESI          EPG            Account
Investments in shares of mutual funds:
   at cost                                                 $7,944,815    $ 269,558    $ 29,133,821
                                                           ----------    ---------    ------------
   at market value                                         $7,553,609    $ 282,397    $ 30,961,275
Dividends receivable                                           45,255            -          48,752
Accounts receivable from American Enterprise Life for
contract purchase payments                                     16,799        2,714          60,880
                                                               ------        -----          ------
Total assets                                                7,615,663      285,111      31,070,907
                                                            ---------      -------      ----------

Liabilities
Payable to American Enterprise Life for:
Mortality and expense risk fee                                  7,851          237          32,321
Issue and administrative fee                                      942           29           3,880
Payable to mutual funds
for investments purchased                                      53,261        2,714          76,400
                                                               ------        -----          ------
Total liabilities                                              62,054        2,980         112,601
                                                               ------        -----         -------
Net assets applicable to contracts in
accumulation period                                         7,550,694      282,131      30,945,371
Net assets applicable to contracts in
payment period                                                  2,915            -          12,935
                                                                -----         ----          ------
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>
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Operations                                                                          Year ended Dec. 31, 1998

                                                                              Segregated Asset Subaccounts
<S>                                                        <C>          <C>           <C>         <C>           <C>

Investment income                                               EVA         ECR            EGD          EMG          EMS
Dividend income from mutual funds                            $104,609     $704,897       $ 4,537     $ 886,695    $ 30,212
                                                             --------     --------       -------     ---------    --------
Expenses:
Mortality and expense risk fee                                 12,205       95,285         8,135        82,016       7,605
Administrative charge                                           1,464       11,434           976         9,842         912
                                                                -----       ------           ---         -----         ---
Total expenses                                                 13,669      106,719         9,111        91,858       8,517
                                                               ------      -------         -----        ------       -----
Investment income (loss) - net                                 90,940      598,178        (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                                            16,585      297,921        20,854       135,373     967,780
Cost of investments sold                                       16,107      266,065        20,096       129,027     967,779
                                                               ------      -------        ------       -------     -------
Net realized gain (loss) on investments                           478       31,856           758         6,346           1
Net change in unrealized appreciation or
depreciation of investments                                   262,764      957,259       190,924        55,365           3
                                                              -------      -------       -------        ------           -
Net gain (loss) on investments                                263,242      989,115       191,682        61,711           4
                                                              -------      -------       -------        ------           -
Net increase (decrease) in net assets
resulting from operations                                    $354,182   $1,587,293     $ 187,108     $ 856,548    $ 21,699
                                                             ========   ==========     =========     =========    ========


                                                                                        Combined
                                                                                        Variable
Investment income                                               ESI           EPG*       Account
Dividend income from mutual funds                            $415,320          $ -   $ 2,146,270
                                                             --------           --   -----------
Expenses:
Mortality and expense risk fee                                 68,547          367       274,160
Administrative charge                                           8,226           44        32,898
                                                                -----           --        ------
Total expenses                                                 76,773          411       307,058
                                                               ------          ---       -------
Investment income (loss) - net                                338,547         (411)    1,839,212
                                                              -------         ----     ---------

Realized and unrealized gain (loss) on investments - net
Realized gain (loss) on sales of investments in mutual funds:
Proceeds from sales                                            86,664            -     1,525,177
Cost of investments sold                                       89,531            -     1,488,605
                                                               ------          ---     ---------
Net realized gain (loss) on investments                        (2,867)           -        36,572
Net change in unrealized appreciation or
depreciation of investments                                  (378,318)      12,839     1,100,836
                                                             --------       ------     ---------
Net gain (loss) on investments                               (381,185)      12,839     1,137,408
                                                             --------       ------     ---------
Net increase (decrease) in net assets
resulting from operations                                    $(42,638)    $ 12,428   $ 2,976,620
                                                             =========    ========   ===========

</TABLE>

*For the period Oct. 5, 1998 (commencement of operations) to Dec. 31, 1998.
See accompanying notes to financial statements.
<TABLE>
<CAPTION>

American Enterprise Variable Annuity Account

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

<S>                                                         <C>        <C>            <C>            <C>           <C>
                                                                              Segregated Asset Subaccounts

Operations                                                      EVA         ECR              EGD          EMG          EMS
Investment income (loss) - net                               $ 90,940     $598,178        $ (4,574)    $ 794,837    $ 21,695
Net realized gain (loss) on investments                           478       31,856             758         6,346           1
Net change in unrealized appreciation or
depreciation of investments                                   262,764      957,259         190,924        55,365           3
                                                              -------      -------         -------        ------           -
Net increase (decrease) in net assets
resulting from operations                                     354,182    1,587,293         187,108       856,548      21,699
                                                              -------    ---------         -------       -------      ------

Contract transactions
Contract purchase payments                                  1,616,894    3,114,006       1,111,110     3,376,704     691,275
Net transfers**                                               381,890     (245,243)        126,930       (21,220)    (85,043)
Annuity payments                                                    -         (385)              -          (118)          -
Contract terminations:
Surrender benefits and contract charges                       (25,796)    (529,563)        (25,802)     (335,067)    (28,396)
Death benefits                                                 (5,952)     (21,950)         (5,911)      (25,390)          -
                                                               ------      -------          ------       -------      ------
Increase (decrease) from contract transactions              1,967,036    2,316,865       1,206,327     2,994,909     577,836
                                                            ---------    ---------       ---------     ---------     -------

Net assets at beginning of year                                67,757    5,940,965          72,048     4,712,728     259,265
                                                               ------    ---------          ------     ---------     -------
Net assets at end of year                                  $2,388,975   $9,845,123      $1,465,483   $ 8,564,185    $858,800
                                                           ----------   ----------      ----------   -----------    --------

Accumulation unit activity
Units outstanding at beginning of year                         65,875    3,812,754          68,572     2,944,208     231,256
Contracts purchase payments                                 1,418,576    1,848,700         965,321     2,000,537     635,551
Net transfers**                                               327,920     (146,994)        108,613       (16,062)    (79,775)
Contract terminations:
Surrender benefits and contract charges                       (28,544)    (338,414)        (29,255)     (229,369)    (37,731)
Death benefits                                                 (4,926)     (12,861)         (4,928)      (14,848)          -
                                                               ------      -------          ------       -------
Units outstanding at end of year                            1,778,901    5,163,185       1,108,323     4,684,466     749,301
                                                            =========    =========       =========     =========     =======


                                                                                          Combined
                                                                                          Variable
Operations                                                      ESI          EPG*          Account
Investment income (loss) - net                               $338,547       $ (411)    $ 1,839,212
Net realized gain (loss) on investments                        (2,867)           -          36,572
Net change in unrealized appreciation or
depreciation of investments                                  (378,318)      12,839       1,100,836
                                                             --------       ------       ---------
Net increase (decrease) in net assets
resulting from operations                                     (42,638)      12,428       2,976,620
                                                              -------       ------       ---------

Contract transactions
Contract purchase payments                                  4,304,628      217,969      14,432,586
Net transfers**                                               243,040       53,032         453,386
Annuity payments                                                  (74)           -            (577)
Contract terminations:
Surrender benefits and contract charges                      (297,229)      (1,298)     (1,243,151)
Death benefits                                                (28,304)           -         (87,507)
                                                              -------         ----         -------
Increase (decrease) from contract transactions              4,222,061      269,703      13,554,737
                                                            ---------      -------      ----------

Net assets at beginning of year                             3,374,186            -      14,426,949
                                                            ---------        -----      ----------
Net assets at end of year                                  $7,553,609    $ 282,131    $ 30,958,306
                                                           ----------    ---------    ------------

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
                                                            =========      =======
</TABLE>

 *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>
<CAPTION>

American Enterprise Variable Annuity Account

Statements of Changes in Net Assets                                                               Year ended Dec. 31, 1997
<S>                                                       <C>        <C>             <C>         <C>            <C>

                                                                              Segragated Asset Subaccount

Operations                                                   EVA*           ECR          EGD*           EMG           EMS
Investment income (loss) - net                             $ 1,408      $ 89,908         $ (27)    $ 375,811      $ 10,527
Net realized gain (loss) on investments                          -         8,855             -         9,422             -
Net change in unrealized appreciation or
depreciation of investments                                   (991)      780,121         1,378       110,879            (2)
                                                              ----       -------         -----       -------            --
Net increase (decrease) in net assets
resulting from operations                                      417       878,884         1,351       496,112        10,525
                                                               ---       -------         -----       -------        ------

Contract transactions
Contract purchase payments                                  66,156     2,409,335        70,697     2,390,284       327,812
Net transfers**                                              1,184       (33,041)            -       (72,853)     (234,808)
Annuity payments                                                 -          (138)            -             -             -
Contract terminations:
Surrender benefits and contract charges                          -      (297,350)            -      (192,773)     (100,987)
Death benefits                                                   -        (5,701)            -        (7,254)            -
                                                               ---        ------           ---        ------           ---
Increase (decrease) from contract transactions              67,340     2,073,105        70,697     2,117,404        (7,983)
                                                            ------     ---------        ------     ---------        ------
Net assets at beginning of year                                  -     2,988,976             -     2,099,212       256,723
                                                              ----     ---------         -----     ---------       -------
Net assets at end of year                                 $ 67,757    $5,940,965      $ 72,048    $4,712,728      $259,265
                                                          --------    ----------      --------    ----------      --------

Accumulation unit activity
Units outstanding at beginning of year                           -     2,350,045             -     1,545,535       240,823
Contract purchase payments                                  64,716     1,696,748        68,572     1,581,579       302,938
Net transfers**                                              1,159       (18,567)            -       (49,221)     (215,723)
Contract terminations:
Surrender benefits  and contract charges                         -      (211,339)            -      (128,743)      (96,782)
Death benefits                                                   -        (4,133)            -        (4,942)            -
                                                              ----        ------          ----        ------          ----
Units outstanding at end of year                            65,875     3,812,754        68,572     2,944,208       231,256
                                                            ======     =========        ======     =========       =======

Statements of Changes in Net Assets

                                                                        Combined
                                                                        Variable
Operations                                                ESI            Account
Investment income (loss) - net                           $ 206,530     $ 684,157
Net realized gain (loss) on investments                        956        19,233
Net change in unrealized appreciation or
depreciation of investments                                (31,454)      859,931
                                                           -------       -------
Net increase (decrease) in net assets
resulting from operations                                  176,032     1,563,321
                                                           -------     ---------

Contract transactions
Contract purchase payments                               1,670,135     6,934,419
Net transfers**                                            (29,630)     (369,148)
Annuity payments                                                 -          (138)
Contract terminations:
Surrender benefits and contract charges                   (139,046)     (730,156)
Death benefits                                              (6,105)      (19,060)
                                                            ------       -------
Increase (decrease) from contract transactions           1,495,354     5,815,917
                                                         ---------     ---------
Net assets at beginning of year                          1,702,800     7,047,711
                                                         ---------     ---------
Net assets at end of year                               $3,374,186   $14,426,949
                                                        ----------   -----------

Accumulation unit activity
Units outstanding at beginning of year                   1,377,190
Contract purchase payments                               1,304,174
Net transfers**                                            (24,030)
Contract terminations:
Surrender benefits  and contract charges                  (108,787)
Death benefits                                              (4,829)
                                                            ------
Units outstanding at end of year                         2,543,718
                                                         =========

</TABLE>

 *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.


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

<TABLE>
<CAPTION>


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

ASSETS                                                                                  1998              1997
- - ------                                                                             - -----------    -  -------
Investments:
  Fixed maturities:
        Held to maturity, at amortized cost (fair value:
           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
                                                                                        ==========       ==========
</TABLE>

                                         See accompanying notes.


<TABLE>
<CAPTION>


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

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

Revenues:
  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
                                                                     =========         =========         ========
</TABLE>

                                         See accompanying notes.



<TABLE>
<CAPTION>

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

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
                                                    ===========================================================================
</TABLE>


                                         See accompanying notes.


<TABLE>
<CAPTION>

                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                         STATEMENTS OF CASH FLOWS
                                         Years ended December 31,
                                              ($ thousands)
<S>                                                                             <C>               <C>              <C>
                                                                                1998              1997             1996__
                                                                          -   --------      -   --------         --------
Cash flows from operating activities:
  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
                                                                          ==============    ==============       ==========
</TABLE>

                                         See accompanying notes.


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.

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.

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.

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.

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

                                                                       Gross            Gross
                                                    Amortized       Unrealized       Unrealized          Fair
    Held to maturity                                  Cost              Gains          Losses            Value
    ----------------                             --------------   ----  -------        ------       ---- -----
    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>

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.


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>
<S>                                     <C>               <C>                  <C>               <C>
                                               December 31, 1998                        December 31, 1997
                                            -----------------------                  ---------------------
                                          On Balance         Commitments         On Balance         Commitments
    Region                                   Sheet           to Purchase           Sheet            to Purchase
    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
                                            ========             =======          ========              =======


2.   Investments (continued)

                                               December 31, 1998                       December 31, 1997
                                              -------------------                     -------------------
                                          On Balance         Commitments         On Balance         Commitments
              Property type                  Sheet            to Purchase          Sheet            to Purchase
    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>
<S>                                                              <C>               <C>              <C>

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


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)
                               =======          =======           =======
<TABLE>
<CAPTION>

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

                                                                      1998              1997             1996
                                                                --    ----       --     ----       --    ----
    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>
<S>                                           <C>       <C>            <C>       <C>          <C>         <C>

                                                           1998                      1997                     1996
                                                       -----------                --------                  -------
                                               Provision      Rate      Provision    Rate        Provision    Rate
     Federal income taxes based
       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>

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.


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>
<S>                            <C>              <C>                 <C>          <C>
                                 Notional         Carrying            Fair         Total Credit
    December 31, 1998             Amount            Amount            Value          Exposure
    -----------------             ------       -    ------      --    -----          --------
      Assets:
        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>


7.   Derivative financial instruments (continued)
<TABLE>
<CAPTION>
<S>                                             <C>              <C>              <C>             <C>
                                                  Notional         Carrying            Fair         Total Credit
    December 31, 1997                              Amount            Amount            Value           Exposure
    -----------------                         -    ------       --   ------      --    -----       --  --------
      Assets:
        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>
<S>                                                   <C>            <C>              <C>              <C>

                                                                                December 31,
                                                                1998                              1997
                                                               --------                        --------
                                                         Carrying          Fair          Carrying         Fair
    Financial Assets                                      Amount          Value           Amount          Value
    Investments:
    Fixed maturities (Note 2):
       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.


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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