AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
485APOS, 2000-02-28
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM N-4


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

         Pre-Effective Amendment No.    ______                              [ ]

         Post-Effective Amendment No.     4        (File No. 333-85567)     [X]
                                       --------

                                                  and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

         Amendment No.                    6       (File No. 811-7195)       [X]
                                       --------

                      (Check appropriate box or boxes)



                AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
                         (Exact Name of Registrant)

                 American Enterprise Life Insurance Company
                            (Name of Depositor)


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

Depositor's Telephone Number, including Area Code              (612) 671-3678

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



It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on [date] pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(i) of Rule 485
[X] on May 1, 2000, pursuant to paragraph (a)(i) of Rule 485

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

The  prospectus  and Statement of Additional  Information  filed  electronically
herewith  are not intended to  supersede  the  prospectuses  and  Statements  of
Additional Information filed with Pre-Effective  Amendment No. 1 to Registration
Statement No. 333-85567, filed on or about November 4, 1999.

<PAGE>
Prospectus


May 1, 2000

American Express Signature One Variable Annuity


Individual  or  group  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

This prospectus contains information that you should know before investing.  You
also will receive the prospectuses for:
<TABLE>
<CAPTION>
<S> <C>                                                         <C>

o   American Express(R)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   Royce Capital Fund
o   Fidelity Variable Insurance Products - Service Class        o   Third Avenue Variable Series Trust
o   Franklin Templeton Variable Insurance Products Trust        o   Wanger Advisors Trust
o   Goldman Sachs Variable Insurance Trust (VIT)                o   Warburg Pincus Trust
o   Janus Aspen Series: Service Shares                          o   Wells Fargo Variable Trust Funds
</TABLE>


Please read the prospectuses carefully and keep them for future reference.


The  contract  provides  for  purchase  payment  credits.  Expense  charges from
contracts with purchase payment credits may be higher than charges for contracts
without  such  credits.  The  amount of the  credit  may be more than  offset by
additional fees and charges associated with the credit.

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.

<PAGE>

Table of Contents

Key Terms
The Contract in Brief
Expense Summary
Condensed Financial Information (Unaudited)
Financial Statements
Performance Information
The Variable Account and the Funds
The Fixed Accounts
Buying Your Contract
Charges
Valuing Your Investment
Making the Most of Your Contract
Withdrawals
Changing Ownership
Benefits in Case of Death
The Annuity Payout Period
Taxes
Voting Rights
Substitution of Investments
About the Service Providers
Additional Information About American Enterprise Life
Directors and Executive Officers
Experts
American Enterprise Life Financial Information
Table of Contents of the Statement of Additional Information

<PAGE>

Key Terms

These terms can help you understand details about your contract.

Accumulation  unit -- A measure of the value of each  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  annuity  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 -- An individual  deferred  annuity  contract or a certificate  showing
your  interest  under a group annuity  contract,  that permits you to accumulate
money for  retirement by making one or more purchase  payments.  It provides for
lifetime or other forms of payouts beginning at a specified time in the future.


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  accounts  -- The  one-year  fixed  account is an account to which you may
allocate purchase  payments.  Amounts you allocate to this account earn interest
at rates that we  declare  periodically.  Guarantee  Period  Accounts  are fixed
accounts to which you may also allocate purchase  payments.  These accounts have
guaranteed  interest rates  declared for periods  ranging from two to ten years.
Withdrawals  from these  accounts  prior to the end of the term  specified  will
receive  a  Market  Value  Adjustment,  which  may  result  in a gain or loss of
principal.

Funds -- Mutual funds and/or  portfolios that are investment  options under your
contract,  each with a different  investment  objective.  You may allocate  your
purchase  payments into  subaccounts  investing in shares of any or all of these
funds.

Guarantee  Period -- The  number of years  that a  guaranteed  interest  rate is
credited.

Market Value Adjustment (MVA) -- A positive or negative  adjustment  assessed if
any portion of a Guarantee  Period Account is withdrawn or transferred  prior to
the end of its Guarantee Period.

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.

Purchase  payment credits -- An addition we make to your contract value based on
your net current payment (current payment less the amount of partial withdrawals
that exceed all prior purchase payments).


Qualified  annuity -- A contract  that you purchase to fund one of the following
tax-deferred  retirement plans that is subject to applicable federal law and any
rules of the plan itself:

o    Individual Retirement Annuities (IRAs) under Section 408(b) of the Internal
     Revenue Code of 1986, as amended (the Code)

o    Roth IRAs under Section 408A of the Code

o    Simplified Employee Pension (SEP) plans under Section 408(k) of the Code


<PAGE>


A qualified annuity will not provide any necessary or additional tax-deferral if
it is used to fund a retirement plan that is already tax-deferred.


All other contracts are considered nonqualified annuities.

Retirement date -- The date when annuity payouts are scheduled to begin.

Valuation date -- Any normal business day, Monday through Friday,  that the NYSE
is open.  Each  valuation  date ends at the close of business.  We calculate the
value of each subaccount at the close of business on each valuation date.

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

Withdrawal  value -- The amount you are  entitled  to receive if you make a full
withdrawal  from your  contract.  It is the contract  value minus any applicable
charges.

<PAGE>

The Contract in Brief


Purpose:            The purpose of the  contract  is to allow you to  accumulate
                    money  for  retirement.  You do this by  making  one or more
                    purchase  payments;  you may allocate your purchase payments
                    to the fixed accounts and/or subaccounts under the contract.
                    These accounts,  in turn, may earn returns that increase the
                    value of the contract.  Beginning at a specified time in the
                    future called the  retirement  date,  the contract  provides
                    lifetime  or other forms of payouts of your  contract  value
                    (less any  applicable  premium tax). As in the case of other
                    annuities,  it may not be  advantageous  for you to purchase
                    this  contract  as a  replacement  for,  in  addition  to an
                    existing contract.

                    A  qualified  annuity  will not  provide  any  necessary  or
                    additional  tax-deferral  if it is used to fund a retirement
                    plan  that  is  tax-deferred.   However,  the  contract  has
                    features  other  than  tax-deferral  that  may  make  it  an
                    appropriate  investment for your retirement plan. You should
                    compare these features and their costs with other investment
                    options before deciding to purchase this contract.


Free look period:   You may return your  contract  to our office  within 10 days
                    after it is  delivered  to you and  receive a full refund of
                    the contract value,  less any purchase payment credits up to
                    the maximum withdrawal charges. (See "Buying Your Contract -
                    Purchase payment credits.") 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. __)

                    o    the fixed  accounts,  which earn interest at rates that
                         we adjust periodically. (p. __)

Buying your
contract:           Your sales  representative will help you complete and submit
                    an  application.  Applications  are subject to acceptance at
                    our  office.  You  may  buy  a  nonqualified  annuity  or  a
                    qualified annuity.  After your initial purchase payment, you
                    have the option of making  additional  purchase  payments in
                    the future.

                    o    Minimum initial purchase payment -- $25,000.


                    o    Minimum  additional  purchase payment -- $100 ($50 with
                         Systematic Investment Plan (SIP) payments).


                    o    Maximum  total   purchase   payments   (without   prior
                         approval)  --  $1,000,000  for issue  ages up to 85 and
                         $100,000 for issue ages 86 to 90. (p. ___)

<PAGE>

Transfers:          Subject   to  certain   restrictions   you   currently   may
                    redistribute  your money among the subaccounts and the fixed
                    accounts  without  charge at any time until annuity  payouts
                    begin,  and once per  contract  year  among the  subaccounts
                    after annuity payouts begin.  Transfers out of the Guarantee
                    Period Accounts before the end of the Guarantee  Period will
                    be subject to a MVA. You may establish  automated  transfers
                    among the fixed  accounts  and  subaccounts.  Fixed  account
                    transfers are subject to special restrictions. (p. __)

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

Changing ownership: You  may  change  ownership  of a  nonqualified  annuity  by
                    written  instruction,  but this may have federal  income tax
                    consequences.  Restrictions apply to changing ownership of a
                    qualified annuity. (p. --)

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

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  one-year  fixed  account.  During  the
                    annuity payout period,  your choices for  subaccounts may be
                    limited.  The  Guarantee  Period  Accounts are not available
                    during the payout period. (p. __)

Taxes:              Generally,  your contract grows  tax-deferred until you make
                    withdrawals  from it or begin  to  receive  payouts.  (Under
                    certain circumstances, IRS penalty taxes may apply.) Even if
                    you direct payouts to someone else, you will be taxed on the
                    income if you are the owner.  Roth IRAs,  however,  may grow
                    and be distributed tax free if you meet certain distribution
                    requirements. (p. __)


Charges:            We assess certain charges in connection with your contract:


                    o    $40 annual contract administrative charge;

                    o    a 0.15% variable account administrative charge;


                    o    a 1.45% mortality and expense risk fee (if you allocate
                         money to one or more subaccounts);

                    o    if you  select  the Value  option  return  of  purchase
                         payment death benefit rider, a reduction of 0.10%in the
                         mortality  and expense risk fee (if you allocate  money
                         to one or more subaccounts);

                    o    if you select the  Guaranteed  Minimum  Income  Benefit
                         Rider (6%  Accumulation  Benefit  Base),  an annual fee
                         based  on an  adjusted  contract  value  (currently  at
                         0.35%);

                    o    if you  select  the 8%  Performance  Credit  Rider,  an
                         annual  fee  of  0.25%  of  the  contract   anniversary
                         contract value;


                    o    withdrawal charge;


<PAGE>

                    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  in  which  the
                         subaccounts  invest  (if you  allocate  money to one or
                         more subaccounts);


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
we deduct  directly from your contract or indirectly  from 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 of 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                           8%
                   2                           8
                   3                           8
                   4                           8
                   5                           7
                   6                           6
                   7                           6
                   8                           4
                   9                           2
               Thereafter                      0

        Withdrawal  charge under Annuity Payout Plan E - Payouts for a specified
        period.  The amount  equal to the  difference  in the  present  value of
        remaining  payments using the assumed  investment  rate and such present
        value using the asumed  investment  rate plus  1.86%.  In no event would
        your  withdrawal  charge  exceed 9% of the amount  available for payouts
        under the plan.

        Annual contract administrative charge                               $40*

        * We will waive this charge when your contract value is $100,000 or more
          on the current contract anniversary.

         Guaranteed Minimum Income Benefit Rider
         (6% Accumulation Benefit Base) fee:**
         as a percentage of an adjusted contract value charged annually.
         This is an optional expense.                                      0.35%

<PAGE>

         8% Performance Credit Rider fee:**
         as a percentage of the contract value at contract
         anniversary charged annually. This is an optional expense.        0.25%

         **You may select either the Guaranteed Minimum Income Benefit Rider (6%
         Accumulation  Benefit Base) or the 8% Performance Credit Rider, but not
         both.

Annual variable account expenses:  as a percentage of average  subaccount value.
You can choose the death benefit guarantee provided.
<TABLE>
<CAPTION>


                                                                     Death Benefit
                                                 --------------------------------------------------
                                                    Maximum anniversary            Value option
                                                        value or 5%                  return of
                                                        Accumulation             purchase payment
<S>                                                        <C>                         <C>

  Variable account administrative charge                   0.15%                       0.15%
  Mortality and expense risk fee                           1.45%                       1.35%
  Total annual variable account expenses                   1.60%                       1.50%
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

Annual  operating  expenses  of the funds  (after  fee  waivers  and/or  expense
reimbursements, if applicable, as a percentage of average daily net assets)
<S>                                                           <C>             <C>        <C>           <C>

                                                              Management      12b-1        Other
                                                                 Fees          Fees      Expenses       Total
AXPSM Variable Portfolio - Blue Chip Advantage Fund                %            --          --         .__%(1)
AXPSM Variable Portfolio - Bond Fund                               %            --          --         .__%(2)
AXPSM Variable Portfolio - Capital Resource Fund                   %            --          --         .__%(2)
AXPSM Variable Portfolio - Cash Management Fund                    %            --          --         .__%(2)
AXPSM Variable Portfolio - Diversified Equity Income Fund          %            --          --         .__%(1)
AXPSM Variable Portfolio - Extra Income Fund                       %            --          --         .__%(2)
AXPSM Variable Portfolio - Federal Income Fund                     %            --          --         .__%(1)
AXPSM Variable Portfolio - Growth Fund                             %            --          --         .__%(1)
AXPSM Variable Portfolio - Managed Fund                            %            --          --         .__%(2)
AXPSM Variable Portfolio - New Dimensions Fund                     %            --          --         .__%(2)
AXPSM Variable Portfolio - Small Cap Advantage Fund                %            --          --         .__%(1)
AIM V.I. Capital Appreciation Fund                                 %            --          --         .__%(3)
AIM V.I. Capital Development Fund                                  %            --          --         .__%(4)
AIM V.I. Value Fund                                                %            --          --         .__%(3)
Alliance VP Premier Growth Portfolio (Class B)                     %            --          --         .__%(5)
Alliance VP Technology Portfolio (Class B)                         %            --          --         .__%(5)
Alliance VP U.S. Government/High Grade Securities                  %            --          --         .__%(5)
Portfolio (Class B)
Baron Capital Asset Fund                                           %            --          --         .__%(6)
Fidelity VIP III Growth & Income Portfolio (Service Class)         %            --          --         .__%(7)
Fidelity VIP III Mid Cap Portfolio (Service Class)                 %            --          --         .__%(2)
Fidelity VIP Overseas Portfolio (Service Class)                    %            --          --         .__%(7)
FT VIP Mutual Shares Securities Fund - Class 2                     %            --          --         .__%(8)
FT VIP Franklin Real Estate Fund - Class 2                         %            --          --         .__%(8)
FT VIP Templeton International Smaller Companies Fund -            %            --          --         .__%(8)
Class 2
Goldman Sachs VIT Capital Growth Fund                              %            --          --         .__%(9)
Goldman Sachs VIT CORESM U.S. Equity Fund                          %            --          --         .__%(9)
Goldman Sachs VIT Global Income Fund                               %            --          --         .__%(9)
Goldman Sachs VIT International Equity Fund                        %            --          --         .__%(9)
Goldman Sachs VIT Internet Tollkeeper Fund                         %            --          --         .__%
Janus Aspen Aggressive Growth Portfolio: Service Shares            %            --          --         .__%
Janus Aspen Growth Portfolio: Service Shares                       %            --          --         .__%(10)
Janus Aspen International Growth Portfolio: Service Shares         %            --          --         .__%(10)
J.P. Morgan U.S. Disciplined Equity Portfolio                      %            --          --         .__%(11)
Lazard Retirement Equity Portfolio                                 %            --          --         .__%(12)
Lazard Retirement International Equity Portfolio                   %            --          --         .__%(12)
MFS(R)VIT New Discovery Series                                     %            --          --         .__%(13)
MFS(R)VIT Research Series                                          %            --          --         .__%(3)
MFS(R)VIT Utilities Series                                         %            --          --         .__%(3)
Royce Micro-Cap Portfolio                                          %            --          --         .__%(14)
Royce Premier Portfolio                                            %            --          --         .__%(14)
Third Avenue Value Portfolio                                       %            --          --         .__%(15)
Wanger International Small Cap                                     %            --          --         .__%(3)
Wanger U.S. Small Cap                                              %            --          --         .__%(3)
Warburg Pincus Trust - Emerging Growth Portfolio                   %            --          --         .__%(16)
Wells Fargo VT Equity Income Fund                                  %            --          --         .__%(17)

[To be updated upon amendment]
</TABLE>


<PAGE>


(1)Based on  estimated  expenses  after fee waivers and expense  reimbursements.
Without  fee waivers and expense  reimbursements  "Other  Expenses"  and "Total"
would be: 0.39% and 1.08% for AXPSM Variable Portfolio - Blue Chip Advantage and
AXPSM Variable  Portfolio - Diversified Equity Income Funds, 0.26% and 1.00% for
AXPSM  Variable  Portfolio  -  Federal  Income  Fund,  0.32% and 1.08% for AXPSM
Variable  Portfolio  - Growth  Fund,  and 0.43%  and  1.35%  for AXPSM  Variable
Portfolio - Small Cap Advantage Fund.

(2)Annualized operating expenses of funds at Dec. 31, 1998.

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

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

(5)The  fund's  expense  figures  are based on  estimated  expenses  (net of fee
waivers  and/or  expense  reimbursements)  for the fiscal  period ended Dec. 31,
1998.  Absent fee waivers and/or  expense  reimbursements,  the Management  Fee,
12b-1 Fee,  Other  Expenses and Total for the  following  portfolios  would have
been:  Technology Portfolio (1.00%,  0.25%, 0.20% and 1.45%) and U.S. Government
High Grade Securities Portfolio (0.60%, 0.25%, 0.31% and 1.16%).

(6)Fees  are stated net of waivers  and/or  reimbursements.  Absent fee  waivers
and/or  reimbursements,  the Management Fee, 12b-1 Fee, Other Expenses and Total
as a  percentage  of average  net assets for Baron  Capital  Asset Fund would be
(1.00%, 0.25%, 6.37% and 7.62%).

(7)Fidelity  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%).

(8)Because  no Class 2 shares were issued as of Dec.  31, 1998,  figures  (other
than Rule 12b-1 fees) are based on the  Portfolio's  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). The figure shown under Management fees,
combines both the  Management and Portfolio  Administration  Fees. The Portfolio
Administration  Fee is a direct expense for the Mutual Share Securities Fund and
the Templeton  International  Smaller Companies Fund;  Franklin Real Estate Fund
pays for similar services indirectly through the Management Fee.

(9)The Goldman Sachs VIT Capital Growth Fund's expenses are estimated due to the
Fund being in existence  for less than 10 months as of December  31,  1998.  The
Goldman  Sachs VIT CORESM  U.S.  Equity,  Goldman  Sachs VIT  Global  Income and
Goldman  Sachs VIT  International  Equity  Funds'  expenses  are based on actual
expenses for fiscal year ended December 31, 1998. The Investment Advisors to the
Goldman Sachs VIT Capital Growth, Goldman Sachs VIT CORE SM U.S. Equity, Goldman
Sachs VIT Global  Income and Goldman Sachs VIT  International  Equity Funds have
voluntarily  agreed to reduce or limit  certain  "Other  Expenses" of such Funds
(excluding  management  fees,  taxes,  interest,   brokerage  fees,  litigation,
indemnification  and other  extraordinary  expenses) to the extent such expenses
exceed 0.15%,  0.10%, 0.15% and 0.25% per annum of such Funds' average daily net
assets,  respectively.  The expenses  shown include this  reimbursement.  If not
included,  the "Other  Expenses" and "Total  Expenses" for the Goldman Sachs VIT
Capital Growth,  Goldman Sachs VIT CORE SM U.S. Equity, Goldman Sachs VIT Global
Income and  Goldman  Sachs VIT  International  Equity  Funds  would be 1.03% and
1.78%,  2.13% and 2.83%, 2.40% and 3.30% and 1.97% and 2.97%  respectively.  The
reductions or limits may be disconnected or modified by the investment  advisors
in their discretion at any time.

(10)All  expenses are based on the estimated gross expenses the Shares expect to
incur in their  initial  fiscal year  (estimated  as of 12-31-99) and are stated
with contractual waivers and fee reductions by Janus Capital. Fee reductions for
Growth and  International  Growth  Portfolios  reduce the  Management Fee to the
level of the corresponding Janus retail fund. Other waivers, if applicable,  are
first applied against the Management Fee and then against Other Expenses.  Janus
Capital has agreed to continue the waivers and fee reductions until at least the
next  annual  renewal  of the  advisory  agreements.  Without  waivers  and  fee
reductions,  Management  Fees and Total expenses would have been 0.67% and 0.93%
for Growth Portfolio and 0.72% and 1.06% for International Growth Portfolio.

     (11)Fees  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%,  0.0%,  1.08% and  1.43%).  Effective  July 1, 1999
current expenses were lowered to 0.85%.

(12)The 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: Lazard Retirement Equity Portfolio
(0.75%,  0.25%,  20.32% and 21.32%) and Lazard Retirement  International  Equity
Portfolio  (0.75%,  0.25%,  47.67% and 48.67%).  Expenses are annualized for the
Lazard  Retirement  Equity  Portfolio  for the  period  March  1-Dec.  31,  1998
(commencement  of operations  through fiscal year end).  Expenses are annualized
for the Lazard Retirement International Equity Portfolio for the period Sep. 1 -
Dec. 31, 1998 (commencement of operations through fiscal year end).

(13)Fees  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%, 0.0%, 4.32% and 5.22%).

<PAGE>

(14)Expense 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%,  0.0%, 1.34% and 2.59%) and
Royce Premier Portfolio (1.00%, 0.0%, 6.05% and 7.05%).

(15)The  Fund's  expenses  are  estimated  because  the fund  had not  commenced
operations as of Sept. 1, 1999.

(16)Fees are estimated net of waivers and/or  reimbursements for the fiscal year
ended Dec. 31, 1999. Fee waivers and/or  reimbursements  may be  discontinued at
any time. Absent waivers and/or  reimbursements,  the Management Fee, 12b-1 Fee,
Other Expenses and Total Expenses would be 0.90%, 0.0%, 0.51% and 1.41%

(17)The funds'  annualized  expenses are estimated for the period Sept. 20, 1999
(inception of the Wells Fargo Variable Trust) - Dec. 31, 1999.

<PAGE>

Examples: *
<TABLE>
<CAPTION>


You would pay the following  expenses on a $1,000 investment if you selected the
value option  return of purchase  payment  death benefit rider and assuming a 5%
annual return and....
                                                                                               no withdrawal or
                                                                    a total withdrawal at  selection of an annuity
                                                                     the end of each time   payout plan at the end
                                                                            period           of each time period
<S>                                                                 <C>       <C>          <C>         <C>
                                                                    1 year    3 years      1 year      3 years
AXPSM Variable Portfolio - Blue Chip Advantage Fund                     $         $            $           $
AXPSM Variable Portfolio - Bond Fund
AXPSM Variable Portfolio - Capital Resource Fund
AXPSM Variable Portfolio - Cash Management Fund
AXPSM Variable Portfolio - Diversified Equity Income Fund
AXPSM Variable Portfolio - Extra Income Fund
AXPSM Variable Portfolio - Federal Income Fund
AXPSM Variable Portfolio - Growth Fund
AXPSM Variable Portfolio - Managed Fund
AXPSM Variable Portfolio - New Dimensions Fund
AXPSM Variable Portfolio - Small Cap Advantage Fund
AIM V.I. Capital Appreciation Fund
AIM V.I. Capital Development Fund
AIM V.I. Value Fund
Alliance VP Premier Growth Portfolio (Class B)
Alliance VP Technology Portfolio (Class B)
Alliance VP U.S. Government/High Grade Securities Portfolio (Class B)
Baron Capital Asset Fund
Fidelity VIP III Growth & Income Portfolio (Service Class)
Fidelity VIP III Mid Cap Portfolio (Service Class)
Fidelity VIP Overseas Portfolio (Service Class)
FT VIP Mutual Shares Securities Fund - Class 2
FT VIP Franklin Real Estate Fund - Class 2
FT VIP Templeton International Smaller Companies Fund - Class 2
Goldman Sachs VIT Capital Growth Fund
Goldman Sachs VIT CORESM U.S. Equity Fund
Goldman Sachs VIT Global Income Fund
Goldman Sachs VIT International Equity Fund
Goldman Sachs VIT Internet Tollkeeper Fund
Janus Aspen Aggressive Growth Portfolio: Service Shares
Janus Aspen Growth Portfolio: Service Shares
Janus Aspen International Growth Portfolio: Service Shares
J.P. Morgan U.S. Disciplined Equity Portfolio
Lazard Retirement Equity Portfolio
Lazard Retirement International Equity Portfolio
MFS(R)VIT New Discovery Series
MFS(R)VIT Research Series
MFS(R)VIT Utilities Series
Royce Micro-Cap Portfolio
Royce Premier Portfolio
Third Avenue Value Portfolio
Wanger International Small Cap
Wanger U.S. Small Cap
Warburg Pincus Trust - Emerging Growth Portfolio
Wells Fargo VT Equity Income Fund

[To be updated upon amendment.]
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

You would pay the following  expenses on a $1,000 investment if you selected the
0.35% Guaranteed Minimum Income Benefit Rider (6% Accumulation Benefit Base) and
assuming a 5% annual return and....
                                                                                           no withdrawal or
                                                                a total withdrawal at  selection of an annuity
                                                                 the end of each time   payout plan at the end
                                                                        period           of each time period
<S>                                                             <C>       <C>          <C>         <C>

                                                                1 year    3 years      1 year      3 years
AXPSM Variable Portfolio - Blue Chip Advantage Fund                 $         $            $           $
AXPSM Variable Portfolio - Bond Fund
AXPSM Variable Portfolio - Capital Resource Fund
AXPSM Variable Portfolio - Cash Management Fund
AXPSM Variable Portfolio - Diversified Equity Income Fund
AXPSM Variable Portfolio - Extra Income Fund
AXPSM Variable Portfolio - Federal Income Fund
AXPSM Variable Portfolio - Growth Fund
AXPSM Variable Portfolio - Managed Fund
AXPSM Variable Portfolio - New Dimensions Fund
AXPSM Variable Portfolio - Small Cap Advantage Fund
AIM V.I. Capital Appreciation Fund
AIM V.I. Capital Development Fund
AIM V.I. Value Fund
Alliance VP Premier Growth Portfolio (Class B)
Alliance VP Technology Portfolio (Class B)
Alliance VP U.S. Government/High Grade Securities Portfolio (Class B)
Baron Capital Asset Fund
Fidelity VIP III Growth & Income Portfolio (Service Class)
Fidelity VIP III Mid Cap Portfolio (Service Class)
Fidelity VIP Overseas Portfolio (Service Class)
FT VIP Mutual Shares Securities Fund - Class 2
FT VIP Franklin Real Estate Fund - Class 2
FT VIP Templeton International Smaller Companies Fund - Class 2
Goldman Sachs VIT Capital Growth Fund
Goldman Sachs VIT CORESM U.S. Equity Fund
Goldman Sachs VIT Global Income Fund
Goldman Sachs VIT International Equity Fund
Goldman Sachs VIT Internet Tollkeeper Fund
Janus Aspen Aggressive Growth Portfolio: Service Shares
Janus Aspen Growth Portfolio: Service Shares
Janus Aspen International Growth Portfolio: Service Shares
J.P. Morgan U.S. Disciplined Equity Portfolio
Lazard Retirement Equity Portfolio
Lazard Retirement International Equity Portfolio
MFS(R)VIT New Discovery Series
MFS(R)VIT Research Series
MFS(R)VIT Utilities Series
Royce Micro-Cap Portfolio
Royce Premier Portfolio
Third Avenue Value Portfolio
Wanger International Small Cap
Wanger U.S. Small Cap
Warburg Pincus Trust - Emerging Growth Portfolio
Wells Fargo VT Equity Income Fund

[To be updated upon amendment.]
</TABLE>


<PAGE>


*In these examples, the $40 contract  administrative charge is approximated as a
[_____]%  charge based on our estimated  average  contract  size.  Premium taxes
imposed by some state and local governments are reflected in these examples.  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  these  examples as  representations  of past or future
expenses. Actual expenses may be more or less than those shown.

<PAGE>

Condensed Financial Information (Unaudited)

We have not provided any condensed  financial  information  for the  subaccounts
because they are new and do not have any history.

Financial Statements

You can find our audited financial statements later in this prospectus.  The SAI
does not include the audited  financial  statements of the  subaccounts  because
they are new and do not have any assets.

Performance Information

Performance  information  for the  subaccounts  may appear  from time to time in
advertisements or sales literature. This information reflects the performance of
a  hypothetical  investment in a particular  subaccount  during a specified time
period. We show actual performance from the date the subaccounts began investing
in the funds.  Currently,  we do not provide any performance information because
they are new and have not had any activity to date. However, we 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 deduction of all applicable charges, including:

o    the contract administrative charge,

o    the variable account administrative charge,

o    the Guaranteed Minimum Income Benefit Rider (6% Accumulation  Benefit Base)
     fee,

o    the 8% Performance Credit Rider fee,

o    mortality and expense risk fee and

o    withdrawal  charge  (assuming a  withdrawal  at the end of the  illustrated
     period).

We also may make optional total return  quotations that do not reflect deduction
of the withdrawal charge (assuming no withdrawal), the Guaranteed Minimum Income
Benefit Rider (6% Accumulation  Benefit Base) fee and the 8% Performance  Credit
Rider fee. Total return quotations may be shown by means of schedules, charts or
graphs.

Average annual total return is the average annual  compounded  rate of return of
the  investment  over a period of one,  five and 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 an 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.

<PAGE>


Annualized  simple  yield (for  subaccounts  investing  in money  market  funds)
"annualizes"  the income  generated  by the  investment  over a given  seven-day
period.  That is, we assume the  amount of income  generated  by the  investment
during the period will be generated  each  seven-day  period for a year. We show
this as a percentage of the investment.

Annualized  compound yield (for subaccounts  investing in money market funds) is
calculated like simple yield except that we assume the income is reinvested when
we annualize it.  Compound yield will be higher than the simple yield because of
the compounding effect of the assumed reinvestment.


Annualized  yield (for  subaccounts  investing in income funds)  divides the net
investment  income  (income less expenses) for each  accumulation  unit during a
given 30-day  period by the value of the unit on the last day of the period.  We
then convert the result to an annual percentage. You should consider performance
information in light of the investment objectives, policies, characteristics and
quality of the fund in which the  subaccount  invests and the market  conditions
during the specified  time period.  Advertised  yields and total return  figures
include charges that reduce advertised  performance.  Therefore,  you should not
compare  subaccount  performance  to that of mutual funds that sell their shares
directly to the public.  (See the SAI for a further  description of methods used
to determine total return and yield.)


If you would  like  additional  information  about  actual  performance,  please
contact  us at the  address  or  telephone  number  on the  first  page  of this
prospectus.

<PAGE>

The Variable Account and the Funds

You may  allocate  payments  to any or all of the  subaccounts  of the  variable
account that invest in shares of the following funds:
<TABLE>
<CAPTION>
<S>             <C>                          <C>                                                 <C>
- - - -------------------------------------------------------------------------------------------------------------------------------
                                                                                                 Investment Advisor or Manager
Subaccount      Investing In                 Investment Objectives and Policies
- - - -------------------------------------------------------------------------------------------------------------------------------
 SBCA1          AXPSM Variable Portfolio -   Objective: long-term total return exceeding that    IDS Life, investment
                Blue Chip Advantage Fund     of the U.S. stock market. Invests primarily in      manager; American Express
                                             common stocks of companies included in the          Financial Corporation (AEFC)
                                             unmanaged S&P 500 Index.                            investment advisor.
- - - -------------------------------------------------------------------------------------------------------------------------------
SBND 1          AXPSM Variable Portfolio -   Objective: high level of current income while       IDS Life, investment
                Bond Fund                    conserving the value of the investment for the      manager; AEFC, investment
                                             longest time period. Invests primarily in           advisor.
                                             investment-grade bonds.
- - - -------------------------------------------------------------------------------------------------------------------------------
SCAR 1          AXPSM Variable Portfolio -   Objective: capital appreciation. Invests primarily  IDS Life, investment
                Capital Resource Fund        in U.S. common stocks.                              manager; AEFC, investment
                                                                                                 advisor.
- - - -------------------------------------------------------------------------------------------------------------------------------
SCMG 1          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.
- - - -------------------------------------------------------------------------------------------------------------------------------
 SDE11          AXPSM Variable Portfolio -   Objective: a high level of current income and, as   IDS Life, investment
                Diversified Equity Income    a secondary goal, steady growth of capital.         manager; AEFC investment
                Fund                         Invests primarily in dividend-paying common and     advisor.
                                             preferred stocks.
- - - -------------------------------------------------------------------------------------------------------------------------------
 SEXI 1         AXPSM Variable Portfolio -   Objective: high current income, with capital        IDS Life, investment
                Extra Income Fund            growth as a secondary objective. Invests primarily  manager; AEFC, investment
                                             in long-term, high-yielding, high-risk debt         advisor.
                                             securities below investment grade issued by U.S.
                                             and foreign corporations.
- - - -------------------------------------------------------------------------------------------------------------------------------
 SFDI 1         AXPSM Variable Portfolio -   Objective: a high level of current income and       IDS Life, investment
                Federal Income Fund          safety of principal consistent with an investment   manager; AEFC investment
                                             in U.S. government and government agency            advisor.
                                             securities. Invests primarily in debt obligations
                                             issued or guaranteed as to principal and interest
                                             by the U.S. government, its agencies or
                                             instrumentalities.
- - - -------------------------------------------------------------------------------------------------------------------------------
SGRO 1          AXPSM Variable Portfolio -   Objective: long-term capital growth. Invests        IDS Life, investment
                Growth Fund                  primarily in common stocks and securities           manager; AEFC investment
                                             convertible into common stocks that appear to       advisor.
                                             offer growth opportunities.
- - - -------------------------------------------------------------------------------------------------------------------------------
SMGD 1          AXPSM Variable Portfolio -   Objective: maximum total investment return through  IDS Life, investment
                Managed Fund                 a combination of capital growth and current         manager; AEFC, investment
                                             income. Invests primarily in stocks, convertible    advisor.
                                             securities, bonds and money market instruments.
- - - -------------------------------------------------------------------------------------------------------------------------------
SNDM 1          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.
- - - -------------------------------------------------------------------------------------------------------------------------------
SSCA 1          AXPSM Variable Portfolio -   Objective: long-term capital growth. Invests        IDS Life, investment
                Small Cap Advantage Fund     primarily in equity stocks of small companies that  manager; AEFC investment
                                             are often included in the S&P SmallCap 600 Index    advisor.
                                             or the Russell 2000 Index.

<PAGE>

- - - -------------------------------------------------------------------------------------------------------------------------------
 SCAP 1         AIM V.I. Capital             Objective: growth of capital. Invests primarily in  A I M Advisors, Inc.
                Appreciation Fund            common stocks, with emphasis on medium- and
                                             small-sized growth companies.
- - - -------------------------------------------------------------------------------------------------------------------------------
SCDV 1          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 and bonds) of small- and
                                             medium-sized companies.
- - - -------------------------------------------------------------------------------------------------------------------------------
 SVAL 1         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.
- - - -------------------------------------------------------------------------------------------------------------------------------
SPGR 1          Alliance VP Premier Growth   Objective: growth of capital by pursuing            Alliance Capital Management, L.P.
                Portfolio (Class B)          aggressive investment policies. Invests primarily
                                             in equity securities of a limited number of large,
                                             carefully selected, high-quality U.S. companies
                                             that are judged likely to achieve superior
                                             earnings growth. As a matter of fundamental
                                             policy, the Portfolio normally invests at least
                                             85% of its total assets in the equity securities
                                             of U.S. companies.
- - - -------------------------------------------------------------------------------------------------------------------------------
STEC 1          Alliance VP Technology       Objective: growth of capital. Current income is     Alliance Capital Management, L.P.
                Portfolio (Class B)          incidental to the Portfolio's objective. Invests
                                             primarily    in    securities    of
                                             companies  expected to benefit from
                                             technological      advances     and
                                             improvements.    The    Portfolio's
                                             policy is to invest in any  company
                                             and  industry  and in any  type  of
                                             security with potential for capital
                                             appreciation.    It    invests   in
                                             well-known     and      established
                                             companies  and new  and  unseasoned
                                             companies.
- - - -------------------------------------------------------------------------------------------------------------------------------
SUGH 1          Alliance VP U.S.             Objective: high level of current income consistent  Alliance Capital Management, L.P.
                Government/High Grade        with preservation of capital. Invest primarily in
                Securities Portfolio         (1) U.S. Government securities and (2) other
                (Class B)                    high-grade debt securities rated AAA, AA or A by
                                             Standard & Poor's,  Duff and Phelps
                                             or Fitch,  or rated Aaa, Aa or A by
                                             Moody's  Investors  Service  or, if
                                             unrated,  of equivalent quality. As
                                             a matter of fundamental policy, the
                                             Portfolio  invests  at least 65% of
                                             its  total  assets  in   investment
                                             grade corporate debt securities and
                                             CMOs.
- - - -------------------------------------------------------------------------------------------------------------------------------
SCAS 1          Baron Capital Asset Fund     Objective: capital appreciation. Invests primarily  BAMCO, Inc. which is a
                                             in securities of small and medium sized companies   wholly owned subsidiary of
                                             with undervalued assets or favorable growth         Baron Capital Group Inc.
                                             prospects.
- - - -------------------------------------------------------------------------------------------------------------------------------
SGRI 1          Fidelity VIP III Growth &    Objective: high total return through a combination  Fidelity Management &
                Income Portfolio (Service    of current income and capital appreciation.         Research Company (FMR),
                Class)                       Invests primarily in common stocks with a focus on  investment manager; FMR U.K.
                                             those that pay current dividends and show           and FMR Far East,
                                             potential for capital appreciation.                 sub-investment advisors.

<PAGE>


- - - -------------------------------------------------------------------------------------------------------------------------------
SMDC 1          Fidelity VIP III Mid Cap     Objective: long-term growth of capital. Invests     FMR, investment manager; FMR
                Portfolio (Service Class)    primarily in medium market capitalization common    U.K. and FMR Far East,
                                             stocks.                                             sub-investment advisors.
- - - -------------------------------------------------------------------------------------------------------------------------------
SOVS 1          Fidelity VIP Overseas        Objective: long-term growth of capital. Invests     FMR, investment manager; FMR
                Portfolio (Service Class)    primarily in common stocks of foreign securities.   U.K., FMR Far East, Fidelity
                                                                                                 International Investment Advisors
                                                                                                 (FIIA) and FIIA U.K.,
                                                                                                 sub-investment advisors
- - - -------------------------------------------------------------------------------------------------------------------------------
SMSS 1          Franklin Templeton VIP       Objective: capital appreciation with income as a    Franklin Mutual Advisers, LLC
                Mutual Shares Securities     secondary goal. Invests primarily in equity
                Fund                         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).
- - - -------------------------------------------------------------------------------------------------------------------------------
SRES 1          Franklin Templeton VIP       Objective: capital appreciation with a secondary    Franklin Advisers, Inc.
                Franklin Real Estate Fund    goal to earn current income. Invests primarily in
                                             securities  of companies  operating
                                             in  the   real   estate   industry,
                                             primarily    equity   real   estate
                                             investment trusts (REITS).
- - - -------------------------------------------------------------------------------------------------------------------------------
SISC 1          Franklin Templeton VIP       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 in
                                             emerging markets.
- - - -------------------------------------------------------------------------------------------------------------------------------
SCGR 1          Goldman Sachs VIT 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.
- - - -------------------------------------------------------------------------------------------------------------------------------
SUSE 1          Goldman Sachs VIT CORESM     Objective: long-term growth of capital and          Goldman Sachs Asset
                U.S. Equity Fund             dividend income. Invests primarily in a broadly     Management
                                             diversified portfolio of large-cap and blue chip
                                             equity securities representing all major sectors
                                             of the U.S. economy.
- - - -------------------------------------------------------------------------------------------------------------------------------
SGLI 1          Goldman Sachs VIT 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.
- - - -------------------------------------------------------------------------------------------------------------------------------
SIEQ 1          Goldman Sachs VIT            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.
- - - -------------------------------------------------------------------------------------------------------------------------------
                Goldman Sachs VIT Internet
                Tollkeeper Fund
- - - -------------------------------------------------------------------------------------------------------------------------------
SAGP 1          Janus Aspen Aggressive       Objective: long-term growth of capital. Invests     Janus Capital
                Growth Portfolio: Service    primarily in common stocks selected for their
                Shares                       growth potential and normally invests at least 50%
                                             of its equity assets in medium-sized companies.



<PAGE>


- - - -------------------------------------------------------------------------------------------------------------------------------
SGIP 1          Janus Aspen Growth           Objective: long-term growth of capital in a manner  Janus Capital
                Portfolio: Service Shares    consistent with the preservation of capital.
                                             Invests  primarily in common stocks
                                             selected     for    their    growth
                                             potential.
- - - -------------------------------------------------------------------------------------------------------------------------------
SINT 1          Janus Aspen International    Objective: long-term growth of capital. Invests at  Janus Capital
                Growth Portfolio: Service    least 65% of its total assets in securities of
                Shares                       issuers from at least five different countries,
                                             excluding the U.S. It may at times invest all of
                                             its assets in fewer than five countries or even a
                                             single country.
- - - -------------------------------------------------------------------------------------------------------------------------------
SUDE 1          J.P. Morgan U.S.             Objective: provide high total return from a         J.P. Morgan
                Disciplined Equity Portfolio portfolio of selected equity securities through a
                                             disciplined management approach. Invests primarily
                                             in large- and medium-capitalization U.S. companies.
- - - -------------------------------------------------------------------------------------------------------------------------------
SREQ 1          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.
- - - -------------------------------------------------------------------------------------------------------------------------------
SRIE 1          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.
- - - -------------------------------------------------------------------------------------------------------------------------------
SNDS 1          MFS(R)VIT New Discovery       Objective: capital appreciation. Invests primarily  MFS Investment
                Series                       in equity securities of emerging growth companies.  Management(R)
- - - -------------------------------------------------------------------------------------------------------------------------------
SRSS 1          MFS(R)VIT Research Series     Objective: long-term growth of capital and future   MFS Investment
                                             income. Invests primarily in common stocks and      Management(R)
                                             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.
- - - -------------------------------------------------------------------------------------------------------------------------------
SUTS 1          MFS(R)VIT 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.
- - - -------------------------------------------------------------------------------------------------------------------------------
SMCC 1          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).
- - - -------------------------------------------------------------------------------------------------------------------------------
SPRM 1          Royce Premier Portfolio      Objective: long-term growth of capital with         Royce & Associates, Inc.
                                             current 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.


<PAGE>

- - - -------------------------------------------------------------------------------------------------------------------------------
SVLU 1          Third Avenue Value Portfolio Objective: long-term capital appreciation. Invests  The Investment Adviser EQSF
                                             primarily in common stocks of well-financed         Advisers, Inc.
                                             companies at a substantial discount to what the
                                             Advisor believes is their true value.
- - - -------------------------------------------------------------------------------------------------------------------------------
SISM 1          Wanger International Small   Objective: long-term growth of capital. Invests     Wanger Asset Management, L.P.
                Cap                          primarily in stocks of small- and medium-size
                                             non-U.S. companies.
- - - -------------------------------------------------------------------------------------------------------------------------------
SUSC 1          Wanger U.S. Small Cap        Objective: long-term growth of capital. Invests     Wanger Asset Management, L.P.
                                             primarily in stocks of small- and medium-size U.S.
                                             companies.
- - - -------------------------------------------------------------------------------------------------------------------------------
SEGR 1          Warburg Pincus Trust         Objective: maximum capital appreciation. Invests    Credit Suisse Asset
                Emerging Growth Portfolio    primarily in equity securities of small - or        Management, LLC.
                                             medium sized U.S. emerging-growth companies.
- - - -------------------------------------------------------------------------------------------------------------------------------
SEQI 1          Wells Fargo VT Equity        Objective: long-term capital appreciation and       Wells Fargo Bank, N.A.,
                Income Fund                  above-average dividend income. Invests primarily    advisor; Wells Capital
                                             in   common    stocks   of   large,                 Management Incorporated,
                                             high-quality   domestic companies with              sub-advisor.
                                             above-average  return potential and
                                             above-average dividend income.
- - - -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


The  investment  objectives and policies of some of the funds are similar to the
investment  objectives  and policies of other  mutual  funds that an  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, and those
results  may differ  significantly  from other  funds  with  similar  investment
objectives and policies.


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  also  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  tax-deferred  retirement  plans.  It is
possible  that in the future,  it may be  disadvantageous  for variable  annuity
accounts and variable life insurance  accounts  and/or  tax-deferred  retirement
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  tax-deferred  retirement 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 tax-deferred retirement plan accounts, you would not
bear any expenses  associated with establishing  separate funds. Please refer to
the fund's prospectuses for risk disclosure regarding  simultaneous  investments
by variable  annuity,  variable life insurance and tax-deferred  retirement plan
accounts.

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


<PAGE>

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 that are not described in this prospectus.

The U.S. Treasury and the Internal Revenue Service (IRS) indicated that they may
provide  additional  guidance on  investment  control.  This  concerns  how many
variable subaccounts an insurance company may offer and how many exchanges among
subaccounts it may allow before the contract  owner would be currently  taxed on
income earned within  subaccount  assets.  At this time, we do not know what the
additional  guidance will be or when action will be taken.  We reserve the right
to modify the contract,  as necessary,  so that the owner will not be subject to
current taxation as the owner of the subaccount assets.

We intend to comply with all federal tax laws so that 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 Accounts


Guarantee Period Accounts
You may  allocate  purchase  payments  to one or more  of the  Guarantee  Period
Accounts with Guarantee  Periods  ranging from two to ten years.  These accounts
are not available in all states and are not offered after annuity payouts begin.
Each  Guarantee  Period  Account pays an interest rate that is declared when you
allocate  money  to that  account.  That  interest  rate is then  fixed  for the
Guarantee  Period  that you chose.  We will  periodically  change  the  declared
interest  rate for any future  allocations  to these  accounts,  but we will not
change the rate paid on money currently in a Guarantee Period Account.


We have no specific formula for determining the rate of interest that we declare
as future interest rates on the Guarantee Period  Accounts.  We will declare the
interest  rates  from  time to time  based on our  analysis  of  current  market
conditions.  In  addition,  we  also  may  consider  various  other  factors  in
determining the interest rates for a given Guarantee Period including regulatory
and tax  requirements;  sales commissions and  administrative  expenses we bear;
general economic trends; and competitive factors.

You may  transfer  money out of the  Guarantee  Period  Accounts  within 30 days
before the end of the  Guarantee  Period  without  receiving a MVA (see  "Market
Value  Adjustment  (MVA)"  below.)  At that  time you may  choose to start a new
Guarantee  Period of the same length,  transfer  the money to another  Guarantee
Period Account,  transfer the money to any of the  subaccounts,  or withdraw the
money from the contract (subject to applicable withdrawal provisions).  If we do
not  receive  any  instructions  at the end of your  Guarantee  Period,  we will
automatically transfer the money into the one-year fixed account.

We hold amounts you allocate to the Guarantee Period Accounts in a "nonunitized"
separate  account we have  established  under the Indiana  Insurance  Code. This
separate account  provides an additional  measure of assurance that we will make
full payment of amounts due under the Guarantee Period Accounts. State insurance
law prohibits us from charging this  separate  account with  liabilities  of any
other  separate  account or of our general  business.  We own the assets of this
separate  account  as well as any  favorable  investment  performance  of  those
assets.  You do not  participate  in the  performance of the assets held in this
separate  account.  We  guarantee  all  benefits  relating  to your value in the
Guarantee Period Accounts.

<PAGE>

We intend to  construct  and manage the  investment  portfolio  relating  to the
separate account using a strategy known as "immunization." Immunization seeks to
lock in a defined  return on the pool of assets  versus the pool of  liabilities
over a  specified  time  horizon.  Since the  return on the  assets  versus  the
liabilities  is locked  in, it is  "immune"  to any  potential  fluctuations  in
interest rates during the given time. We achieve  immunization by constructing a
portfolio of assets with a price  sensitivity  to interest  rate changes  (i.e.,
price  duration)  that  is  essentially  equal  to  the  price  duration  of the
corresponding portfolio of liabilities.  Portfolio immunization provides us with
flexibility and efficiency in creating and managing the asset  portfolio,  while
still assuring safety and soundness for funding liability obligations.

We must  invest  this  portfolio  of  assets  in  accordance  with  requirements
established  by  applicable  state laws  regarding  the  nature  and  quality of
investments  that life insurance  companies may make and the percentage of their
assets that they may commit to any particular type of investment. Our investment
strategy will incorporate the use of a variety of debt instruments  having price
durations tending to match the applicable  Guarantee Periods.  These instruments
include, but are not necessarily limited to, the following:

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

o    Debt  securities  that have an investment  grade,  at the time of purchase,
     within  the  four  highest  grades  assigned  by  any of  three  nationally
     recognized  rating agencies - Standard & Poor's,  Moody's Investors Service
     or Duff  and  Phelp's  - or are  rated  in the two  highest  grades  by the
     National Association of Insurance Commissioners;

o    Other debt instruments  which are unrated or rated below investment  grade,
     limited to 10% of assets at the time of purchase; and

o    Real estate  mortgages,  limited to 45% of portfolio  assets at the time of
     acquisition.

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

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

Market Value Adjustment (MVA)
You may choose to transfer  money out of a Guarantee  Period Account at any time
after 60 days of transfer or payment  allocation  into the  account.  The amount
transferred  or withdrawn will receive a MVA which will increase or decrease the
actual amount  transferred or withdrawn.  We calculate the MVA using the formula
shown below and we base it on the current  level of interest  rates  compared to
the rate of your Guarantee Period Account.

Amount transferred    x      (      l + i        )   n/12
                              --------------------
                             (   l + j + .001    )

Where:                       i   =   rate earned in the account from which funds
                                     are being transferred

                             j   =   current rate for a new Guarantee Period
                                     equal to the remaining term
                                     in the current Guarantee Period

                             n   =   number of months remaining in the current
                                     Guarantee Period (rounded up)

We will not make MVAs for amounts withdrawn for withdrawal  charges,  the annual
contract  administrative  charge or paid out as a death claim.  We also will not
make MVAs on automatic  transfers from the two-year Guarantee Period Account. We
determine any applicable  withdrawal  charges based on the market value adjusted
withdrawals. In some states the MVA is limited.

The one-year fixed account
You may also allocate purchase  payments to the one-year fixed account.  We back
the principal and interest  guarantees  relating to the one-year  fixed account.
The value of the one-year fixed account  increases as we credit  interest to the
account.  Purchase  payments and transfers to the one-year  fixed account become
part of our general

<PAGE>


account.  We credit interest daily and compound it annually.  We will change the
interest rates from time to time at our discretion. Interest rates will be based
on various factors including,  but not limited to, returns earned on investments
backing these contracts, interest rates on similar new annuities, interest rates
credited to existing annuities we offer and our profit.


Interest in the one-year fixed account is not required to be registered with the
SEC.  However,  the Market Value  Adjustment  interests  under the contracts are
registered  with the SEC. The SEC staff does not review the  disclosures in this
prospectus  on  the  one-year  fixed  account  (but  the  SEC  does  review  the
disclosures  in this  prospectus  on the  Market  Value  Adjustment  interests).
Disclosures  regarding the one-year  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 one-year fixed account.)

Buying Your Contract

You or your  sales  representative  will  send an  application  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.  (The age limit may be younger for
qualified annuities in some states.)

When you apply, you may select:


o    one of three death benefit options: the 5% Accumulation death benefit*, the
     Value option return of purchase payment death benefit rider* or the Maximum
     anniversary value death benefit;


o    the optional  Guaranteed  Minimum  Income  Benefit  Rider (6%  Accumulation
     Benefit Base)**;

o    the optional 8% Performance Credit Rider**;

o    the one-year fixed account, Guarantee Period Accounts and/or subaccounts in
     which you want to invest;

o    how you want to make purchase payments; and

o    a beneficiary.

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


*May not be available in all states.


**You  may  select  either  the  Guaranteed  Minimum  Income  Benefit  Rider (6%
Accumulation Benefit Base) or the 8% Performance Credit Rider, but not both.

If your  application  is complete,  we will  process it and apply your  purchase
payment to the fixed accounts 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 $25,000. 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.

<PAGE>

The retirement date
Annuity  payouts are scheduled to begin on the retirement  date. When we process
your  application,  we will establish the retirement  date to the maximum age or
date described below. You can also select a date within the maximum limits.  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  tenth  contract
     anniversary, if purchased after age 75.

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 701/2.

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

Beneficiary
We will pay your named  beneficiary  the death  benefit  if it  becomes  payable
before the  retirement  date (while the contract is in force and before  annuity
payouts begin). 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):            $25,000

    Minimum additional purchase payments:

      If paying by SIP:                    If paying by any other method:
         $50                                   $100

    Maximum total allowable purchase payments* (without prior approval):

          $1,000,000    for issue ages up  to 85
            $100,000    for issue ages 86 to 90


  *This limit  applies in total to all American  Enterprise  Life  annuities you
   own. We reserve  the right to  increase  the  maximum  limit.  For  qualified
   annuities,  the tax-deferred retirement plan's limits on annual contributions
   also apply.


<PAGE>

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.

Purchase payment credits
You will generally receive a purchase payment credit with every payment you make
to your contract.  We apply this credit  immediately.  We allocate the credit to
the fixed  accounts and  subaccounts  in the same  proportions  as your purchase
payment.  We  calculate  the credit as a percentage  of the net current  payment
(current  payment less the amount of partial  withdrawals  that exceed all prior
purchase payments) according to the following schedule:

       If total net payments* made during           then the purchase payment
       the life of the contract equals.......       credit percentage equals...
       ----------------------------------           ---------------------------

         $25,000 to less than $100,000                           3%
         $100,000 to less than $1 million                        4
         $1 million and over                                     5

*Net payments equal total payments less total withdrawals.

If you make subsequent  payments which cause the contract to become eligible for
a  higher  percentage  credit,  we will  add  credits  to  increase  the  credit
percentage on prior payments (less  withdrawals).  We allocate credits according
to the  purchase  payment  allocation  on the  date  we add the  credits  to the
contract.

We fund the credit from our general  account.  We do not consider  credits to be
"investments" for income tax purposes. (See "Taxes.")

We will reverse credits from the contract value for any purchase payment that is
not honored.

To the extent a death benefit or withdrawal  payment  includes  purchase payment
credits  applied  within  twelve  months  preceding:  (1) the date of death that
results in a lump sum death  benefit under this  contract;  or (2) a request for
withdrawal  charge waiver due to  "Contingent  events" (see "Charges  Contingent
events"), we will assess a charge,  similar to a withdrawal charge, equal to the
amount of the  purchase  payment  credits.  The amount we pay to you under these
circumstances  will always  equal or exceed your  withdrawal  value.  The amount
returned to you under the free look  provision also will not include any credits
applied to your contract.


Because of these higher  charges,  there may be  circumstances  where you may be
worse off for having  received  the credit than in other  contracts.  All things
being  equal  (such  as  guarantee   availability   or  fund   performance   and
availability),  this may occur if you hold your  contract  for 15 years or more.
For  contracts  less  than  $100,000,  this  may  also  occur if you make a full
withdrawal in the fifth to ninth contract years.


<PAGE>

This credit is  available  because of lower costs  associated  with larger sized
contracts  and  through  revenue  from a higher  and  longer  withdrawal  charge
schedule,  a higher contract  administrative  charge and a higher  mortality and
expense risk fee. In general,  we do not profit from the higher charges assessed
to cover the cost of the purchase  payment  credit.  We use all the revenue from
these  higher  charges  to pay for the cost of the  credits.  However,  we could
profit from the higher charges if market appreciation is higher than expected or
if contract owners hold their contracts for longer than expected.

We reserve the right to increase the amount of the credit for certain  groups of
contract owners. The increase will not be greater than 8% of total net payments.
Increases in credit  amounts are funded by reduced  expenses  expected from such
groups.

Charges

Contract administrative charge
We charge this fee for establishing and maintaining your records.  We deduct $40
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 accounts in the
same  proportion  your  interest in each  account  bears to your total  contract
value. Some states restrict the amount you can allocate to the fixed accounts.

We will waive this  charge when your  contract  value is $100,000 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 or purchase  payments
made. 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  1.45% of their  average  daily net assets on an
annual  basis.  This fee  includes  coverage in the  contract  under  either the
Maximum  anniversary  value death benefit or the 5% Accumulation  death benefit.
The fee would be 1.35% if you choose the Value option return of purchase payment
death benefit rider. We cannot increase this fee. These fees cover 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. These fees do not apply to the fixed accounts.


Mortality  risk arises  because of our  guarantee to pay a death benefit and our
guarantee to make annuity  payouts  according to the terms of the  contract,  no
matter  how long a  specific  annuitant  lives and no matter how long our entire
group of annuitants live. If, as a group, annuitants outlive the life expectancy
we assumed in our  actuarial  tables,  then we must take money from our  general
assets to meet our obligations.  If, as a group,  annuitants do not live as long
as expected, we could profit from the mortality risk fee.

Expense  risk arises  because we cannot  increase  the  contract  administrative
charge or the variable account  administrative  charge and these charges may not
cover  our  expenses.  We would  have to make up any  deficit  from our  general
assets.

<PAGE>

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.

Guaranteed Minimum Income Benefit Rider (6% Accumulation Benefit Base) fee
We charge a fee based on the  Guaranteed  Income  Benefit Base for this optional
feature  only if you  choose  this  option.*  If  selected,  we  deduct  the fee
(currently  0.35%) from the contract  value on your contract  anniversary at the
end of each contract year. We prorate this fee among the  subaccounts  and fixed
accounts in the same  proportion  your  interest in each  account  bears to your
total contract value.

We apply the fee on an adjusted  contract value calculated as the contract value
plus the lesser of zero or (a) - (b), where:

(a) is the transfers from the  subaccounts to the fixed accounts in the last six
months, and

(b) is the total contract value in the fixed accounts.

This  adjustment to the contract  value allows us to base the charge  largely on
the subaccounts, and not on the fixed accounts. We will deduct the fee, adjusted
for the number of  calendar  days  coverage  was in place,  if the  contract  is
terminated for any reason or when annuity payouts begin. We cannot increase this
fee after the rider  effective date and it does not apply after annuity  payouts
begin. We can increase this fee on new contracts up to a maximum of 0.75%.

8% Performance Credit Rider fee
We charge a fee for this  optional  feature only if you choose this  option.* If
selected,  we deduct the fee of 0.25% of your  contract  value on your  contract
anniversary  at the end of each  contract  year.  We prorate  this fee among the
subaccounts  and fixed accounts in the same  proportion as your interest in each
account bears to your total contract value.

We will deduct this fee,  adjusted for the number of calendar  days coverage was
in place,  if the contract is terminated for any reason or when annuity  payouts
begin. We cannot increase the 8% Performance Credit Rider fee.

*You  may  select  either  the  Guaranteed  Minimum  Income  Benefit  Rider  (6%
Accumulation Benefit Base) or the 8% Performance Credit Rider, but not both.

Withdrawal charge
If you withdraw all or part of your contract, you may be subject to a withdrawal
charge. A withdrawal  charge applies if all or part of the withdrawal  amount is
from  purchase  payments we received  within nine years before  withdrawal.  The
withdrawal charge  percentages that apply to you are shown in your contract.  In
addition,  amounts withdrawn from a Guarantee Period Account prior to the end of
the  applicable  Guarantee  Period  will be  subject  to a MVA.  (See "The Fixed
Accounts - Market Value Adjustments (MVA).")

For purposes of calculating any withdrawal  charge,  we treat amounts  withdrawn
from your contract value in the following order:

1.   First,  in each contract  year, we withdraw  amounts  totaling up to 10% of
     your prior  anniversary  contract value.  (Your initial purchase payment is
     considered the prior  anniversary  contract value during the first contract
     year.) We do not assess a withdrawal charge on this amount.

<PAGE>

2.   Next we withdraw  contract  earnings,  if any,  that are  greater  than the
     annual 10% free withdrawal  amount described in number one above.  Contract
     earnings  equal  contract  value less  purchase  payments  received and not
     previously  withdrawn.  We do not assess a  withdrawal  charge on  contract
     earnings.

NOTE: We determine  contract  earnings by looking at the entire  contract value,
not the earnings of any particular subaccount or the fixed accounts.

3.   Next we withdraw  purchase payments received prior to the withdrawal charge
     period  shown in your  contract.  We do not assess a  withdrawal  charge on
     these purchase payments.

4.   Finally,  if necessary,  we withdraw  purchase  payments  received that are
     still  within the  withdrawal  charge  period  shown in your  contract.  We
     withdraw these payments on a first-in, first-out (FIFO) basis. We do assess
     a withdrawal charge on these payments.

We  determine  your  withdrawal  charge  by  multiplying  each of your  payments
withdrawn by the applicable  withdrawal charge  percentage,  and then adding the
total withdrawal charges.

The withdrawal charge  percentage  depends on the number of years since you made
the payments that are withdrawn:


 Years from purchase payment         Withdrawal charge
           receipt                      percentage
              1                              8%
              2                              8
              3                              8
              4                              8
              5                              7
              6                              6
              7                              6
              8                              4
              9                              2
          Thereafter                         0


For a partial  withdrawal that is subject to a withdrawal  charge, the amount we
actually  withdraw  from your  contract  will be the amount you request plus any
applicable  withdrawal  charge.  We apply the  withdrawal  charge to this  total
amount.  We pay you the amount you requested.  If you make a full  withdrawal of
your contract, we also will deduct the $40 contract administrative charge.

Withdrawal  charge under Annuity Payout Plan E - Payouts for a specified period.
Under this payout plan, you can choose to take a withdrawal. The amount that you
can  withdraw  is the  present  value of any  remaining  variable  payouts.  The
discount rate we use in the calculation will be 5.36% if the assumed  investment
rate is 3.5% and 6.86% if the  assumed  investment  rate is 5%.  The  withdrawal
charge is equal to the  difference in discount  values using the above  discount
rates and the assumed  investment rate. In no event would your withdrawal charge
exceed 9% of the amount available for payouts under the plan.

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 Nov. 1, 2000 with a contract  year of Nov. 1 through
     Oct. 30 and with an anniversary date of Nov. 1 each year; and


<PAGE>


o    We received these payments
       - $10,000 Nov. 1, 2000;
       - $8,000 Dec. 31, 2006; and
       - $6,000 Feb. 20, 2008; and

o    The owner withdraws the contract for its total  withdrawal value of $38,101
     on Aug. 5, 2010 and had not made any other withdrawals during that contract
     year; and

o    The prior anniversary Nov. 1, 2009 contract value was $38,488.
<TABLE>
<CAPTION>

            Withdrawal Charge                                   Explanation
<S>             <C>                <C>

                $   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 Nov. 1, 2000 payment was received more than nine years before
                                   withdrawal and is withdrawn without withdrawal charge; and

                 $640              $8,000 Dec. 31, 2006 payment is in its fourth year from receipt,
                                   withdrawn with an 8% withdrawal charge; and

                                   $6,000 Feb. 20, 2008 payment is in its third year from receipt
                 $480              withdrawn with an 8% withdrawal charge.
                 ----

               $1,120
</TABLE>

Waiver of withdrawal charges
We do not assess withdrawal charges for:

o    withdrawals of any contract earnings;

o    withdrawals  of  amounts   totaling  up  to  10%  of  your  prior  contract
     anniversary contract value to the extent that it exceeds 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    withdrawals made as a result of one of the "Contingent  events"*  described
     below  to the  extent  permitted  by  state  law  (see  your  contract  for
     additional conditions and restrictions);

o    amounts we refund to you during the free look period; and

o    death benefits.*

*However,  we will reverse  certain  purchase  payment credits up to the maximum
withdrawal charge. (See "Buying Your Contract - Purchase payment credits.")

Contingent events

o    Withdrawals  you make if you or the annuitant are confined to a hospital or
     nursing  home and have  been for the  prior  60 days.  Your  contract  will
     include this provision when the owner and annuitant are under age 76 on the
     date we issue the contract.  You must provide proof  satisfactory  to us of
     the confinement as of the date you request withdrawal.

<PAGE>

o    To the extent  permitted by state law,  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 annuity payouts begin
but we reserve  the right to deduct  this tax at other  times,  such as when you
make purchase payments or when you make a full withdrawal from your contract.

Valuing Your Investment

We value your fixed accounts and subaccounts as follows:

Fixed accounts
We value the amounts you  allocated to the fixed  accounts  directly in dollars.
The value of a fixed account equals:

o    the sum of your  purchase  payments and transfer  amounts  allocated to the
     one-year fixed account and the Guarantee Period Accounts;

o    plus any purchase payment credits allocated to the fixed accounts;

o    plus interest credited;

o    minus the sum of amounts  withdrawn after any applicable MVA (including any
     applicable withdrawal charges) and amounts transferred out;

o    minus any prorated contract administrative charge;

o    minus any prorated  portion of the Guaranteed  Minimum Income Benefit Rider
     (6% Accumulation Benefit Base) fee (if applicable); and

o    minus any  prorated  portion  of the 8%  Performance  Credit  Rider fee (if
     applicable).


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 purchase payment credits, 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, or the 8% Performance Credit Rider fee,
or the Guaranteed  Minimum Income Benefit Rider (6%  Accumulation  Benefit Base)
fee, 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 by the current accumulation unit value.


<PAGE>


Accumulation unit value: the current accumulation unit value for each subaccount
equals the last value times the subaccount's current 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.


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

o    additional purchase payments you allocate to the subaccounts;

o    any purchase payment credits allocated to the subaccounts;

o    transfers into or out of the subaccounts;

o    partial withdrawals;

o    withdrawal charges;

o    prorated portions of the contract administrative charge;

o    prorated  portions  of the  Guaranteed  Minimum  Income  Benefit  Rider (6%
     Accumulation Benefit Base) fee (if selected); and/or

o    prorated portions of the 8% Performance Credit Rider fee (if selected).

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; and/or

o    mortality  and expense  risk fee and the  variable  account  administrative
     charge.

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 one-year fixed account
or the two-year  Guarantee Period Account to one or more subaccounts.  The three
to ten year Guarantee Period Accounts are not available for automated transfers.
You can also 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.

<PAGE>

                                          How dollar-cost averaging works
                                                  Accumulation
By investing an                          Amount       unit     Number of units
equal number of             Month       invested      value       purchased
dollars each month...        Jan          $100         $20           5.00
                             Feb          100          18            5.56
you automatically buy        Mar          100          17            5.88
more units when the          Apr          100          15            6.67
per unit market price        May          100          16            6.25
is low...                    Jun          100          18            5.56
                             Jul          100          17            5.88
and fewer units when         Aug          100          19            5.26
the per unit market         Sept          100          21            4.76
price is high.               Oct          100          20            5.00

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

Dollar-cost  averaging does not guarantee that any subaccount will gain in value
nor will it protect  against a decline in value if market  prices fall.  Because
dollar-cost  averaging involves continuous  investing,  your success 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 us.

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 accounts.  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  accounts,  to
another subaccount before annuity payouts begin.  (Certain restrictions apply to
transfers  involving  the fixed  accounts.) 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.  Transfers  out  of the  Guarantee  Period
Accounts  will be subject  to a MVA if done more than 30 days  before the end of
the Guarantee Period.

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

<PAGE>

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

o    You may transfer  contract  values from the one-year  fixed  account to the
     subaccounts  or the Guarantee  Period  Accounts once a year on or within 30
     days  before  or after  the  contract  anniversary  (except  for  automated
     transfers,  which can be set up at any time for  certain  transfer  periods
     subject to certain minimums). Transfers from the one-year fixed account are
     not subject to a MVA.

o    You may transfer  contract values from a Guarantee  Period Account any time
     after 60 days of transfer or payment  allocation to the account.  Transfers
     made before the end of the Guarantee  Period will receive a MVA,  which may
     result in a gain or loss of contract value.

o    If we  receive  your  request  on or  within  30 days  before  or after the
     contract  anniversary date, the transfer from the one-year fixed account to
     the  subaccounts or the Guarantee  Period Accounts will be effective on the
     valuation date we receive it.

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

o    Once  annuity  payouts  begin,  you may not make  transfers  to or from the
     one-year fixed  account,  but you may make transfers once per contract year
     among the  subaccounts.  During the annuity payout period,  your choices of
     subaccounts may be limited.

o    Once annuity payouts begin, you may not make any transfers to the Guarantee
     Period Accounts.

How to request a transfer or withdrawal
1                      Send your name, contract number, Social Security Number
By letter:             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

<PAGE>

2                   Your  sales  representative  can help  you set up  automated
By automated        transfers or partial  withdrawals  among your subaccounts or
transfers and       fixed accounts.
automated partial
withdrawals:        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 from the one-year fixed account to
                         any one of the  subaccounts  may not  exceed  an amount
                         that,  if continued,  would deplete the one-year  fixed
                         account within 12 months.

                    o    Automated  withdrawals  may be restricted by applicable
                         law under some contracts.

                    o    You  may  not  make  additional  purchase  payments  if
                         automated partial withdrawals are in effect.

                    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, semi-annually
                                               or annually

3                          Call between 7 a.m. and 6 p.m. Central time:
By phone:
                           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
                           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.

Guaranteed Minimum Income Benefit Rider (6% Accumulation Benefit Base)
This optional  Guaranteed  Minimum Income Benefit Rider may be available in many
jurisdictions for a separate annual charge,  (see "Charges - Guaranteed  Minimum
Income Rider (6% Accumulation  Benefit Base) fee"). You cannot select this rider
if you select the 8% Performance  Credit Rider.  The rider  guarantees a minimum
amount of fixed annuity lifetime income during the annuity payout period if your
contract has been in force for at least seven years,  subject to the  conditions
described  below.  The rider also  provides  you the option of variable  annuity
payouts, with a guaranteed minimum initial payment. This rider is only available
at the time you purchase your contract.

<PAGE>

In some  instances,  we may allow you to add this rider if it was not  available
when you initially purchased your contract. In these instances we would add this
rider  at the  next  contract  anniversary  with  the  contract  value  at  that
anniversary reflected as the premium. All conditions of the rider would use this
date as the effective date.

This rider does not create  contract  value or guarantee the  performance of any
investment  option.  Fixed  annuity  payouts  under the terms of this rider will
occur at the guaranteed annuity purchase rates based on the guaranteed annuitant
mortality  table in your contract and a 2.5%  interest  rate. We base first year
payments from the variable annuity payout option offered under this rider on the
same factors as the fixed annuity payout option. We base subsequent  payments on
the initial  payment and an assumed  annual return of 5%.  Because this rider is
based on guaranteed  actuarial factors for the fixed option,  the level of fixed
lifetime  income it guarantees may be less than the level that would be provided
by applying the then current annuity factors. Likewise, for the variable annuity
payout option,  we base the rider on more  conservative  factors  resulting in a
lower initial payment and lower lifetime payments than those provided  otherwise
if the same benefit base were used. However,  the Guaranteed Income Benefit Base
described below establishes a floor,  which when higher than the contract value,
can result in a higher annuity payout level. Thus, the rider is a guarantee of a
minimum amount of annuity income.

The  Guaranteed  Income  Benefit Base uses the same  calculation as the Variable
account 5% floor but uses a 6% accumulation rate.

The  Guaranteed  Income Benefit Base,  less any  applicable  premium tax, is the
value that will be used to  determine  minimum  annuity  payouts if the rider is
exercised.

We reserve the right to exclude subsequent payments and purchase payment credits
paid in the last five years before exercise of the benefit in the calculation of
the  Guaranteed  Income  Benefit  Base. We would do so only if such payments and
credits total $50,000 or more or if they are 25% or more of total  payments paid
into the contract.

If we exclude such  payments and credits,  the  Guaranteed  Income  Benefit Base
would be calculated as the greatest of:

       (a)    contract  value  less  "market  value  adjusted  prior 5 years  of
              payments and purchase payment credits"

       (b)    total payments and purchase  payment credits less prior 5 years of
              payments and  purchase  payment  credits,  less  adjusted  partial
              withdrawals

       (c)    the  Variable  Account 6% Floor,  less the "6%  adjusted  prior 5
              years of payments and purchase payment credits"

"Market value adjusted prior 5 years of payments and purchase  payment  credits"
are  calculated  as the sum of each such  payment or credit,  multiplied  by the
ratio of the current  contract  value over the estimated  contract  value on the
anniversary prior to such payment or credit. We calculate the estimated contract
value at such  anniversary  by  assuming  that  payments,  credits  and  partial
withdrawals occurring in a contract year take place at the beginning of the year
for that anniversary and every year after that to the current contract year.

"6%  Adjusted  prior 5 years of  payments  and  purchase  payment  credits"  are
calculated as the sum of each payment or payment  credit  accumulated  at 6% for
the number of full contract years they have been in the contract.

Conditions  on  election of the rider:  The  following  conditions  apply to the
election of the rider:

     o    you must elect the rider at the time you purchase your contract,

     o    you must elect either the Maximum  anniversary  value death benefit or
          the 5% Accumulation death benefit and

     o    the annuitant must be age 75 or younger on the contract date.

<PAGE>

Fund selection to continue the rider: You may allocate your purchase payments to
any of the subaccounts or the fixed accounts.  However,  we reserve the right to
limit the amount in the AXPSM Variable  Portfolio - Cash  Management Fund to 10%
of the total  amount in the  subaccounts.  If we are  required to activate  this
restriction,  and you have more than 10% of your subaccount  value in this fund,
we will send you notice and ask that you reallocate  your contract value so that
the  limitation is satisfied  within 60 days. If after 60 days the limitation is
not satisfied, the rider will be terminated.


Exercising the rider:


     o    you may only  exercise  the rider  within 30 days  after any  contract
          anniversary  following the  expiration of a seven-year  waiting period
          from the effective date of the rider, and

     o    the annuitant on the  retirement  date must be between 50 and 86 years
          old, and

     o    you can only take an annuity  payout in one of the  following  annuity
          payout  plans:

          -    Plan A -- Life Annuity - no refund

          -    Plan B -- Life Annuity with ten years certain

          -    Plan D -- Joint and last survivor life annuity - no refund


Terminating the rider:


     o    You may terminate the rider within 30 days after the first anniversary
          of the latest of the effective date of the rider.

     o    You may terminate the rider any time after the seventh  anniversary of
          the effective date of the rider.

     o    The rider will terminate on the date you make a full  withdrawal  from
          the contract,  or annuity  payouts begin,  or on the date that a death
          benefit is payable.

     o    The  rider  will  terminate  on the  contract  anniversary  after  the
          annuitant's 86th birthday.

Example:

     o    The contract is purchased  with a payment of $100,000 on Jan. 1, 2000,
          and a $4,000 purchase payment credit is added to the contract.

     o    There are no additional purchase payments and no partial withdrawals.

     o    The money is fully allocated to the subaccounts.

     o    The annuitant is male and age 55 on the contract  date.  For the joint
          and last survivor  option (annuity payout Plan D), the joint annuitant
          is female and age 55 on the contract date.

     o    The contract is within 30 days after contract anniversary.

If the Guaranteed Minimum Income Benefit Rider (6% Accumulation Benefit Base) is
exercised,  the minimum fixed annuity  monthly payout or the first year variable
annuity monthly payout would be:
<TABLE>
<CAPTION>

                                                                           Fixed Annuity Payout Options
                                                                        Minimum Guaranteed Annual Income

Contract Anniversary At         Guaranteed Income Benefit Base  Plan A --       Plan B --          Plan D --
Exercise                                                        Life  Annuity   Life Annuity       Joint and last
                                                                - no refund     with               survivor life
                                                                                ten years certain  annuity - no refund
<S>           <C>                          <C>                    <C>               <C>                 <C>

              10                           $186,248                 $970.35           $944.28             $772.93
              15                           $249,242               $1,485.48         $1,415.69           $1,149.00
</TABLE>

After the first year payments,  lifetime income  payments on a variable  annuity
payout option will depend on the investment  performance of the  subaccounts you
select. The payments will be higher if investment  performance is greater than a
5% annual  return and lower if investment  performance  is less than a 5% annual
return.

<PAGE>

8% Performance Credit Rider
If this rider is available in your state,  you may choose to add this benefit to
your  contract  at  issue.  You  cannot  select  this  rider if you  select  the
Guaranteed  Minimum Income Benefit Rider (6%  Accumulation  Benefit Base).  This
feature  provides  certain  benefits if your  contract  value has not reached or
exceeded  a target  value (as  defined  below) on the  seventh  and tenth  rider
anniversaries.

Your benefits under this rider are as follows:

(a)           if on the seventh rider  anniversary,  your contract value has not
              met or exceeded  the target  value,  we will make a credit to your
              contract  equal  to 3% of  your  purchase  payments  and  purchase
              payment  credits  less  adjusted  partial  withdrawals,   purchase
              payments  and  purchase  payment  credits  made in the prior  five
              years; and

(b)           if on the tenth rider anniversary, your contract value has not met
              or exceeded the target value, we will make an additional credit to
              your contract  equal to 5% of your purchase  payments and purchase
              payment  credits  less  adjusted  partial  withdrawals,   purchase
              payments  and  purchase  payment  credits  made in the prior  five
              years.

On the tenth rider anniversary and every ten years thereafter while you have the
contract,  the ten year calculation  period restarts.  We use the contract value
(after any credits) on that contract anniversary as the initial purchase payment
for the calculation of the target value and any credit.  Additional  credits may
then be made at the end of each ten year period as described above.

In some  instances,  we may allow you to add this rider if it was not  available
when you initially purchased your contract. In these instances we would add this
rider  at the  next  contract  anniversary  with  the  contract  value  at  that
anniversary reflected as the initial purchase payment for the calculation of the
target value and any credit.

Target  value:  The target  value  accumulates  purchase  payments  and purchase
payment  credits  at an  annual  interest  rate  of 8%  until  the  tenth  rider
anniversary less adjusted  partial  withdrawals also accumulated at 8% until the
tenth rider anniversary.

Adjusted partial withdrawals:  We calculate the adjusted partial withdrawals for
the 8%  Performance  Credit Rider for each partial  withdrawal as the product of
(a) times (b) where:

(a)           is the ratio of the amount of 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  Target  Value on the date of (but  prior to) the  partial
               withdrawal.

Reset option: You can elect to lock in the growth in your contract by restarting
the  ten-year  period on any contract  anniversary.  If you elect to restart the
calculation  period,  the  contract  value  on the  restart  date is used as the
initial purchase payment for the calculation of the target value and any credit.
The next ten year calculation period will then restart at the end of the new ten
year period from the most recent  restart  date. We must receive your request to
restart the calculation period within 30 days after a contract anniversary.

Fund selection to continue the rider: You may allocate your purchase payments to
any of the subaccounts or the fixed accounts.  However,  we reserve the right to
limit the amount in the fixed accounts and the AXPSM  Variable  Portfolio - Cash
Management  Fund to 10% of the  contract  value.  If we are required to activate
this  restriction  and you have  more than 10% of your  contract  value in these
accounts,  we will send you notice and ask you that you reallocate your contract
value so that  the  limitation  is  satisfied  in 60 days.  If after 60 days the
limitation is not satisfied, we will terminate the rider.

<PAGE>

Terminating the rider:

o             You may  terminate  the rider within 30 days  following  the first
              anniversary after the effective date of the rider.

o             You may  terminate  the rider within 30 days  following  the tenth
              anniversary  of the latest of the  effective  date of the rider or
              the last reset date.

o             The rider will  terminate  on the date you make a full  withdrawal
              from the contract, or annuity payouts begin, or on the date that a
              death benefit is payable.

Example:

o    The contract is purchased with a payment of $100,000 on January 1, 2000 and
     a $4,000 purchase payment credit is added to the contract.

o    There are no additional purchase payments and no partial withdrawals.

o    On January 1, 2007, the contract value is $150,000.

o    The credit on January 1, 2007 is determined as:

     Target Value on January 1, 2007 =
     104,000 x (1.08)^7 = 104,000 x 1.71382 =                  $178,237.72

     As the target value of  $178,237.72  is greater than the contract  value of
     $150,000,  a credit is made to the  contract  equal to $3,120 (or 3% of the
     purchase  payment and credits of $104,000).  Your total  contract  value on
     that date is $153,120.

o    On January 1, 2010, the contract value is $220,000.

o    The credit on January 1, 2010 is determined as:

     Target Value on January 1, 2010 =
     $104,000 x (1.08)^10 = $104,000 x 2.158924 =              $224,528.20

     As the target value of  $224,528.20  is greater than the contract  value of
     $220,000,  a credit is made to the  contract  equal to $5,200 (or 5% of the
     purchase  payment and credits of $104,000).  Your total  contract  value on
     that date is $225,200.

o    The benefit  automatically  restarts  on January 1, 2010 with the  "initial
     payment" equal to $225,200 and the credit  determination made on January 1,
     2017 and January 1, 2020.

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 charges (see  "Charges")  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
accounts in the same proportion as your value in each account correlates to your
total contract value, unless you request otherwise.

<PAGE>

Receiving payment
By regular or express mail:

o    payable to owner;
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.

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

We will pay the death benefit to your beneficiary upon the earlier of your death
or the  annuitant's  death.  The benefit paid will be based on the death benefit
coverage you select when you purchased the contract. 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.  If you own the  contract  in joint  tenancy  with  rights of
survivorship,  we will pay  benefits  upon the first to die of either you or the
annuitant.

Maximum anniversary value death benefit rider
If you or the annuitant die before annuity  payouts begin while this contract is
in force, we will pay the beneficiary the greatest of the following amounts less
any purchase payment credits added in the last 12 months:

1.       the contract value; or

2.       the total purchase payments paid plus purchase payment credits and less
         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  plus
         purchase payment credits and minus any "adjusted  partial  withdrawals"
         since that anniversary.

<PAGE>

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  purchase  payments made to the contract  plus  purchase  payment
         credits and minus any "adjusted partial withdrawals".

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

Adjusted partial withdrawals: We calculate an "adjusted partial withdrawal " 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.

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
purchase payment credits and minus any "adjusted partial withdrawals."

Example:

o    The  contract is  purchased  with a payment of $25,000 on Jan.  1, 2000.  A
     purchase payment credit of $750 is added to the contract.

o    On Jan. 1, 2001 (the first  contract  anniversary)  the contract  value has
     grown to $29,000.

o    On March 1, 2001 the contract  value has fallen to $27,000,  at which point
     the owner takes a $1,500  partial  withdrawal,  leaving a contract value of
     $25,500.

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

The "maximum anniversary value":                                 $29,000.00
(the greatest of the anniversary values which
was the contract value on Jan. 1, 2001)

plus any purchase payments paid since that anniversary:               +0.00

minus any "adjusted partial withdrawal" taken since that
anniversary, calculated as:      1,500  x  29,000   =             -1,611.11
                                 ----------------
                                     27,000

for a death benefit of:                                          $27,388.89


Value option return of purchase payment death benefit rider
If this rider is available  inyour state,  you may choose to add this benefit to
your  contract.  This rider  provides that if you or the  annuitant  dies before
annuity  payouts  begin  while  this  contract  is in  force,  we  will  pay the
beneficiary the greatest of the following amounts:

         1.  the contract value; or
         2.  the  total   purcase   payments   paid  minus   "adjusted   partial
             withdrawals".


<PAGE>


Example:

o    You purchase the contract with a payment of $10,000.

o    On January 1, 2001, you make an additional payment of $20,000.

o    On Marcy 1, 2001, the contract value is $110,000 and you take a $10,000
     withdrawal.

o    On March, 1, 2002, the contract value is $105,000.

We calculate the death benefit on March 1, 2002, as follows:

         Total purchase payments paid:                              $ 120,000.00
         Minus "adjusted partial withdrawals"
         calculated as:           10,000   x    120,000    =         - 10,909.09
                                  ------                             -----------
                                 110,000
         for a death benefit of:                                    $ 109,090.91


5% Accumulation death benefit rider
If this rider is available in your state and both you and the  annuitant are age
79 or younger on the  contract  date,  you may choose to add this benefit to you
contract.  This rider  provides that if you or the annuitant die before  annuity
payouts begin while this contract is in force,  we will pay the  beneficiary the
greatest of the following amounts less any purchase payment credits added in the
last 12 months:

1.       the contract value; or

2.       the total purchase payments paid plus purchase payment credits and less
         any "adjusted partial withdrawals"; or

3.       the Variable account 5% floor

We calculate the "adjusted  partial  withdrawals" as described above except that
only the benefit in number two is taken into account.

The Variable account 5% floor
The Variable account 5% floor is the sum of the value in the fixed accounts plus
the variable account floor. On each contract anniversary prior to the earlier of
your or the annuitant's 81st birthday, we increase the variable account floor by
accumulating  the  prior  anniversary's  floor  at  5%.  On the  first  contract
anniversary,  the floor is increased by 5% of the accumulated  initial  purchase
payments plus purchase payment credits allocated to the subaccounts.  On any day
that you  allocate  additional  amounts to, or  withdraw  or  transfer  from the
subaccounts,   we  adjust  the  floor  by  adding  the  additional  amounts  and
subtracting the "adjusted partial withdrawals" or "adjusted transfers."

After  the  contract  anniversary  immediately  following  either  your  or  the
annuitant's  81st birthday,  the Variable  account 5% floor is the floor on that
anniversary  increased by additional  amounts allocated to the subaccounts since
that  anniversary  plus  purchase  payment  credits and reduced by any "adjusted
partial withdrawals" since that anniversary.

For  the  Variable  account  5%  floor,  we  calculate  the  "adjusted   partial
withdrawals" or "adjusted transfers" as the result of (a) times (b) where:

     (a)  is the ratio of the amount of  withdrawal  (including  any  withdrawal
          charges) or transfer  from the  subaccounts  to the total value in the
          subaccounts on the date of (but prior to) the withdrawal or transfer.

     (b)  is the  variable  account  floor  on the  date of (but  prior  to) the
          withdrawal or transfer.

<PAGE>

Example:
o    The contract is  purchased  with a payment of $25,000 on Jan. 1, 2000 and a
     $750 purchase payment credit is added to the contract with $5,100 allocated
     to the one-year fixed account and $20,650 allocated to the subaccounts.

o    On Jan.  1, 2001 (the  first  contract  anniversary),  the  one-year  fixed
     account value is $5,200 and the subaccount value is $17,000. Total contract
     value is $23, 200.

o    On March 1,  2001,  the  one-year  fixed  account  value is $5,300  and the
     subaccount  value is $19,000.  Total contract  value is $24,300.  The owner
     takes a $1,500  partial  withdrawal all from the  subaccounts,  leaving the
     contract value at $22,800.

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

The variable account floor on Jan. 1, 2001,
calculated as:    1.05   x   20,650   =                             $ 21,682.50

plus any purchase payments paid since that anniversary:               + 0.00

minus any "adjusted partial withdrawals" from the subaccounts,
calculated as:    1,500   x   21,682.50   =
                  ---------------------
                      19,000                                        -$ 1,711.78
                                                                    -----------

Variable account floor benefit                                      $ 19,970.72
plus the one-year fixed account value                               + 5,300.00
                                                                    ----------

for a death benefit of:
                                                                    $ 25,270.72

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 with the
contract  value equal to the death benefit that would have  otherwise been paid.
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.  There will be no
withdrawal  charges on the contract  from that point forward  unless  additional
purchase  payments are made.  The  Guaranteed  Minimum  Income Benefit Rider (6%
Accumulation Benefit Base), if selected, is then terminated.

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.  The contract value is equal to the death benefit that would otherwise
have been paid.  There will be no  withdrawal  charges on the contract from that
point forward  unless  additional  purchase  payments are made.  The  Guaranteed
Minimum Income Benefit Rider (6%  Accumulation  Benefit Base),  if selected,  is
then terminated.

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.

<PAGE>

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 pay interest,  if any, from the date of
death at a rate no less  than  required  by law.  We will  mail  payment  to the
beneficiary within seven days after our death claim requirements are fulfilled.

Other rules may apply to qualified annuities. (See "Taxes").

The Annuity Payout Period

As owner of the  contract,  you have the right to decide how and to whom annuity
payouts will be made starting at the retirement  date. You may select one of the
annuity  payout plans outlined  below,  or we may mutually agree on other payout
arrangements.  We do not deduct any  withdrawal  charges  under the payout plans
listed below.

You also  decide  whether we will make  annuity  payouts on a fixed or  variable
basis, or a combination of fixed and variable. The amounts available to purchase
payouts under the plan you select is the contract value on your  retirement date
(less any applicable premium tax). You may reallocate this contract value to the
one-year  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.  The  Guarantee  Period  Accounts are not  available  during this payout
period.

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 the settlement.

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

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

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

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

<PAGE>

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


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 made only one monthly payout,  we will not make any
     more payouts.


o    Plan B -- Life annuity with five, ten or 15 years certain:  We make monthly
     payouts for a guaranteed  payout  period of five,  ten 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 ten 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 of the  remaining  annuity  payouts which are assumed to
     remain  level  at the  initial  payment.  The  discount  rate we use in the
     calculation  will vary between 5.36% and 6.86%  depending on the applicable
     assumed  investment  rate. (See "Charges - Withdrawal  charge under Annuity
     Payout Plan E"). You can also take a portion of the discounted value once a
     year. If you do so, your monthly  payouts will be reduced by the proportion
     of your  withdrawal  to the full  discounted  value.  A 10% IRS penalty tax
     could apply if you take a withdrawal. (See "Taxes").


Restrictions  for  some  tax-deferred  retirement  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 one-year  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 you in a lump sum or to change the
frequency of the payouts.

<PAGE>

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, your contract has a tax-deffal  feature.  That is
any increase in the value of the fixed accounts and/or  subaccounts in which you
invest is  taxable  to you only when you  receive  a payout or  withdrawal  (see
detailed  discussion  below).  Any  portion  of  the  annuity  payouts  and  any
withdrawals you request that represent ordinary income are normally taxable.  We
will send you a tax  information  reporting form for any year in which we made a
taxable  distribution  according  to our  records.  Roth  IRAs  may  grow and be
distributed tax free if you meet certain distribution requirements.

Qualified annuities: Your contract may be used to fund a tax-deferred retirement
plan that is already  tax-deferred under the Code. The contract will not provide
any necessary or additional tax-deferral if it is used to fund a retirement plan
that is tax-deferred. 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 your 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  annuities  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 tax-deferred  retirement plan, such amounts are not
considered to be part of your  investment in the contract and will be taxed when
paid to you.


Purchase  payment  credits and 8% Performance  Credit Rider  credits:  These are
considered earnings and are taxed accordingly.

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 withdraw 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.

<PAGE>

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  impose  withholding  requirements  similar  to  the  federal
withholding  described  above.  If this should be the case,  we may deduct state
withholding  from any  payment  from which we deduct  federal  withholding.  The
withholding  requirements  may  differ if we are  making  payment  to a non-U.S.
citizen or if we deliver the payment outside the United States.

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

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

Important: Our discussion of federal tax laws is based upon our understanding of
current   interpretations   of  these   laws.   Federal   tax  laws  or  current
interpretations of them may change. For 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.

<PAGE>

Voting Rights

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

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

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

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

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

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

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
funds other than those 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.

<PAGE>

About the Service Providers


Principal Underwriter
American  Express  Financial  Advisors  Inc.  (AEFA)  serves  as  the  principal
underwriter  for the  contract.  Its offices  are  located at 200 AXP  Financial
Center,  Minneapolis,  MN 55474.  AEFA is a wholly-owned  subsidiary of American
Express  Financial  Corporation  (AEFC) which is a  wholly-owned  subsidiary  of
American Express Company.


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

We 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 we pay the commissions as a combination of a certain amount
of the  commission  at the  time of sale  and a trail  commission  (which,  when
totaled, could exceed 7% of purchase payments).  In addition, we may pay certain
sellers  additional  compensation for selling and distribution  activities under
certain  circumstances.  From  time  to  time,  we  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 its affiliates do business
involving  insurers'  sales  practices,  alleged  agent  misconduct,  failure to
properly  supervise  agents and other matters.  IDS Life is a defendant in three
class  action  lawsuits  of this  nature.  American  Enterprise  Life is a named
defendant  in one of these  suits,  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 which was  commenced  in  Minnesota  State Court in October  1998.  The
action was brought by individuals  who purchased an annuity in a qualified plan.
The plaintiffs  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 is included as a party to preliminary settlement of all
three class  action  lawsuits.  We believe  this  approach  will put these cases
behind us and provide a fair  outcome for our  clients.  Our  decision to settle
does not include any admission of  wrongdoing.  We do not  anticipate  that this
proposed settlement,  or any other lawsuits in which American Enterprise Life is
a defendant, will have a material adverse effect on our financial condition.

<PAGE>

Additional Information About American Enterprise Life

Selected financial data
The following  selected  financial data for American  Enterprise  Life should be
read in conjunction with the financial statements and notes.
<TABLE>
<CAPTION>

                                     Years ended Dec. 31, (thousands)


                                     1999           1998           1997            1996            1995
<S>                                                 <C>            <C>             <C>             <C>

Net investment income                               $   340,219    $   332,268     $    271,719    $   223,706

Net gain (loss) on investments                         (4,788)         (509)          (5,258)          (1,154)

Other                                                      7,662          6,329           5,753           4,214
                                                   -------------    ------------  --------------  -------------
Total revenues                                      $    343,093    $   338,088     $   272,214     $   226,766
                                                    ===========     ===========     ===========     ===========

Income before income taxes                          $     36,421   $     44,958    $     35,735    $     33,440
                                                    ============   ============    ============    ============

Net income                                          $     22,026   $     28,313    $     22,823    $     21,748
                                                    ============   ============    ============    ============

Total assets                                          $4,885,621     $4,973,413      $4,425,837      $3,570,960
                                                      ==========     ==========      ==========      ==========

[To be updated upon amendment]
</TABLE>


Management's  discussion  and  analysis of  financial  condition  and results of
operations


1999 Compared to 1998:

[To be updated upon amendment]

1998 Compared to 1997:
[To be updated upon amendment]

Risk Management
[To be updated upon amendment]

Liquidity and Capital Resources
[To be updated upon amdnement]


Year 2000 Issue

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

A  comprehensive  review of  AEFC's  computer  systems  and  business  processes
including those specific to American  Enterprise Life and the variable  account,
was  conducted to identify the major  systems that could be affected by the Year
2000  issue.   Steps  were  taken  to  resolve  potential   problems   including
modification to existing  software and the purchase of new software.  As of Dec.
31, 1999, AEFC had completed its program of corrective  measures on its internal

<PAGE>

systems and applications, including Year 2000 compliance testing. As of Dec. 31,
1999,  AEFC had also completed an evaluation of the Year 2000 readiness of other
third parties whose system failures could have an impact on American  Enterprise
Life's and the variable account's operations.

AEFC's Year 2000 project also included  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.  As of Dec. 31,  1999,  these plans had been amended to include
specific Year 2000 considerations.

In  assessing  its Year 2000  initiatives  and the results of actual  production
since Jan. 1, 2000,  management  believes no material adverse  consequences were
experienced,  and there was no material effect on American Enterprise Life's and
the variable account's business,  results of operations,  or financial condition
as a result of the Year 2000 issue.

Reserves
In accordance with the insurance laws and regulations under which we operate, we
are  obligated to carry on our books,  as  liabilities,  actuarially  determined
reserves to meet our obligations on our outstanding  annuity contracts.  We base
our reserves for deferred annuity contracts on accumulation  value and for fixed
annuity contracts in a benefit status on established  industry mortality tables.
These  reserves are computed  amounts that will be sufficient to meet our policy
obligations at their maturities.


Investments
Of our total investments of $_____________ at Dec. 31, 1999, __% was invested in
mortgage-backed  securities,  __% in corporate  and other bonds,  __% in primary
mortgage loans on real estate and the remaining __% in other investments. [To be
updated upon amendment]


Competition
We are engaged in a business that is highly  competitive due to the large number
of stock and  mutual  life  insurance  companies  and other  entities  marketing
insurance  products.  There are over  1,600  stock,  mutual  and other  types of
insurers in the life insurance business.  Best's Insurance Reports,  Life-Health
edition 1998, assigned us one of its highest classifications, A+ (Superior).


Employees
As of Dec. 31, 1999, we had no employees.


Properties
We occupy office space in Minneapolis, MN, which is rented by AEFC. We reimburse
AEFC for rent  based on  direct  and  indirect  allocation  methods.  Facilities
occupied by us are  believed to be adequate  for the purposes for which they are
used and well maintained.

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

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



<PAGE>


Directors and Executive Officers*

The directors and principal  executive officers of American  Enterprise Life and
the principal occupation of each during the last five years is as follows:

Directors

James E. Choat
Born in 1947

Director,  president  and  chief  executive  officer  since  1996;  Senior  vice
president - Institutional Products Group, AEFA, 1994 to 1997.

Richard W. Kling
Born 1940

Director and chairman of the board since March 1989.

Paul S. Mannweiler**
Born in 1949

Director since 1986; Partner at Locke Reynolds Boyd & Weisell since 1980.

Paula R. Meyer
Born in 1954

Director and executive vice president  since 1998;  vice  president,  AEFC since
1998;  Piper Capital  Management (PCM) President from Oct. 1997 to May 1998; PCM
Director  of  Marketing  from June 1995 to Oct.  1997;  PCM  Director  of Retail
Marketing from Dec. 1993 to June 1995.

William A. Stoltzmann
Born in 1948

Director since Sept.  1989; vice president,  general counsel and secretary since
1985.

Officers other than directors

Jeffrey S. Horton
Born 1961

Vice  president  and treasurer  since Dec.  1997;  vice  president and corporate
treasurer,  AEFC, since Dec. 1997;  controller,  American Express Technologies -
Financial  Services,  AEFC,  from  July  1997 to  Dec.  1997;  controller,  Risk
Management  Products,  AEFC, from May 1994 to July 1997; director of finance and
analysis, Corporate Treasury, AEFC, from June 1990 to May 1994.

Philip C. Wentzel
Born in 1961

Vice  president  and  controller  since 1998;  vice  president  - Finance,  Risk
Management  Products,  AEFC since 1997; and director of financial  reporting and
analysis from 1992 to 1997.


*The  address  for all of the  directors  and  principal  officers  is:  200 AXP
Financial  Center,  Minneapolis,  MN 55474 except for Mr.  Mannweiler  who is an
independent director.


**Mr. Mannweiler's address is: 201 No. Illinois Street, Indianapolis, IN 46204

<PAGE>

Executive compensation
Our executive  officers  also may serve one or more  affiliated  companies.  The
following  table  reflects  cash  compensation  paid  to the  five  most  highly
compensated  executive  officers  as a group for  services  rendered in the most
recent  year to us and our  affiliates.  The table  also  shows  the total  cash
compensation paid to all our executive officers,  as a group, who were executive
officers at any time during the most recent year.

Name of individual or
number in group                            Position held      Cash compensation


Five most highly compensated executive                          $____________
officers as a group:

All executive officers as a group (__)                          $____________

[To be updated upon amendment]


Security ownership of management
Our directors and officers do not  beneficially  own any  outstanding  shares of
stock of the company.  All of our outstanding  shares of stock are  beneficially
owned by IDS Life.  The  percentage of shares of IDS Life owned by any director,
and by all our  directors  and  officers  as a group,  does not exceed 1% of the
class outstanding.


Experts


Ernst & Young LLP, independent auditors, have audited the consolidated financial
statements of American  Enterprise  Life Insurance  Company at Dec. 31, 1999 and
1998,  and for each of the three years in the period ended Dec. 31, 1999, as set
forth in their report. We've included our financial statements in the prospectus
and elsewhere in the  registration  statement in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.

American Enterprise Life Financial Information



[To be inserted upon amendment]


<PAGE>

Table of Contents of the Statement of Additional Information

Performance Information                                                p.
Calculating Annuity Payouts                                            p.
Rating Agencies                                                        p.
Principal Underwriter                                                  p.

<PAGE>

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

- - - -- American   Express   Signature   One   Variable   AnnuitySM
- - - -- American Express(R)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 (VIT)
- - - -- Janus Aspen  Series:  Service  Shares
- - - -- J. P. Morgan  Series Trust II
- - - -- Lazard Retirement  Series,  Inc.
- - - -- MFS(R) Variable  Insurance TrustSM
- - - -- Royce Capital Fund
- - - -- Third Avenue  Variable  Series Trust
- - - -- Wanger Advisors Trust
- - - -- Warburg Pincus Trust
- - - -- Wells Fargo Variable Trust Funds

Mail your request to:

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

We will mail your request to:

Your name _____________________________________________
Address _______________________________________________
City _____________________ State _________ Zip ________

<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                                       for

                AMERICAN EXPRESS SIGNATURE ONE VARIABLE ANNUITYSM

                  American Enterprise Variable Annuity Account


                                   May 1, 2000


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

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


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

<PAGE>

                                TABLE OF CONTENTS


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

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

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

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


<PAGE>

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

We  calculated  the  following  performance  figures on the basis of  historical
performance of each fund. Currently,  we do not show any performance information
for the subaccounts  because they are new and have not had any activity to date.
However,  we 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.

<PAGE>


Average Annual Total Return  (Without  Purchase  Payment  Credits) For Annuities
Without  Withdrawal and Selection of the Value Option Return of Purchase Payment
Death Benefit Rider For Periods Ending Dec. 31, 1999
<TABLE>
<CAPTION>


                                                                           Performance Since
                                                                       Commencement of the Fund*
<S>           <C>                                             <C>     <C>      <C>          <C>

                                                                                               Since
Subaccount    Investing In:                                   1 Year  5 Years  10 Years     Commencement
- - - ----------    -------------                                   ------  -------  --------     ------------
              AXPSM VARIABLE PORTFOLIO
                 Blue Chip Advantage Fund(__/__)**              --%      --%       --%            --%
                 Bond Fund (10/81)                              --       --       --             --
                 Capital Resource Fund (10/81)                  --       --       --             --
                 Cash Management Fund (10/81)                   --       --       --             --
                 Diversified Equity Income Fund(__/__)          --       --       --             --
                 Extra Income Fund (5/96)                       --       --       --             --
                 Federal Income Fund(__/__)                     --       --       --             --
                 Growth Fund(__/__)                             --       --       --             --
                 Managed Fund (4/86)                            --       --       --             --
                 New Dimensions Fund ( 5/96)                    --       --       --             --
                 Small Cap Advantage Fund(__/__)                --       --       --             --

              AIM V.I.
                 Capital Appreciation Fund (5/93)               --       --       --             --
                 Capital Development Fund (5/98)                --       --       --             --
                 Value Fund (5/93)                              --       --       --             --

              ALLIANCE VP
                 Premier Growth Portfolio (Class B) (7/99)      --       --       --             --
                 Technology Portfolio (Class B) (9/99)          --       --       --             --
                 U.S. Government/High Grade Securities          --       --       --             --
                 Portfolio (Class B) (6/99)

              BARON
                 Capital Asset Fund (10/98)                     --       --       --             --

              FIDELITY VIP
                 III Growth & Income Portfolio (Service         --       --       --             --
                 Class) (12/96)
                 III Mid Cap Portfolio                          --       --       --             --
                 (Service Class) (12/98)
                 Overseas Portfolio (Service Class) (12/87)     --       --       --             --

              FRANKLIN TEMPLETON VIP TRUST
                 Franklin Real Estate Securities Fund -         --       --       --             --
                 Class 2 (1/89)***
                 Mutual Shares Securities Fund -                --       --       --             --
                 Class 2 (11/96)***
                 Templeton International Smaller Companies      --       --       --             --
                 Fund - Class 2 (11/95)***
</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $40
contract  administrative  charge,  a 1.35%  mortality and expense risk fee and a
0.15% variable account administrative charge. Premium taxes are not reflected in
these total returns.
**(Commencement  date of the Fund.)
***Because  no  Class  2  shares  were  issued  as of  Dec.  31,  1998,  Class 2
performance  represents  the historical  performance  results of Class 1 shares.
Performance  of Class 2 shares for periods after its Jan. 6, 1999 inception will
reflect Class 2's  additional  12b-1 fee expense,  which also affects all future
performance.

[To be updated upon amendment]


<PAGE>


Average Annual Total Return  (Without  Purchase  Payment  Credits) For Annuities
Without  Withdrawal and Selection of the Value Option Return of Purchase Payment
Death Benefit Rider For Periods Ending Dec. 31, 1999 (continued)
<TABLE>
<CAPTION>


                                                                                     Performance Since
                                                                                 Commencement of the Fund*
<S>           <C>                                                       <C>      <C>      <C>         <C>

                                                                                                         Since
Subaccount    Investing In:                                             1 Year   5 Years  10 Years    Commencement
- - - ----------    -------------                                             ------   -------  --------    ------------
              GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT)
                 Capital Growth Fund (4/98)**                             --%      --%       --%           --%
                 CORESM U.S. Equity Fund (2/98)                           --        --       --            --
                 Global Income Fund (1/98)                                --        --       --            --
                 International Equity Fund (1/98)                         --        --       --            --
                 Internet Tollkeeper Fund (__/__)(+)                      --        --       --            --

              JANUS ASPEN SERIES
                 Aggressive Growth Portfolio: Service Shares (__/__)      --        --       --            --
                 Growth Portfolio: Service Shares (__/__)                 --        --       --            --
                 International Growth Portfolio: Service Shares           --        --       --            --
                 (--/--)

              J.P. MORGAN
                 U.S. Disciplined Equity Portfolio (12/94)                --        --       --            --

              LAZARD RETIREMENT
                 Equity Portfolio (3/98)                                  --        --       --            --
                 International Equity Portfolio (9/98)                    --        --       --            --

              MFS(R) VARIABLE INSURANCE TRUSTSM (VIT)
                 New Discovery Series (4/98)                              --        --       --            --
                 Research Series (7/95)                                   --        --       --            --
                 Utilities Series (1/95)                                  --        --       --            --

              ROYCE
                 Micro-Cap Portfolio (12/96)                              --        --       --            --
                 Premier Portfolio (12/96)                                --        --       --            --

              THIRD AVENUE VARIABLE SERIES TRUST
                 Value Portfolio (__/__)                                  --        --       --            --

              WANGER
                 International Small Cap (5/95)                           --        --       --            --
                 U.S. Small Cap (5/95)                                    --        --       --            --

              WARBURG PINCUS TRUST
                 Emerging Growth Portfolio (9/99)                         --        --       --            --

              WELLS FARGO VARIABLE TRUST
                 Equity Income Fund (5/96)                                --        --       --            --
</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $40
contract  administrative  charge,  a 1.35%  mortality and expense risk fee and a
0.15% variable account administrative charge. Premium taxes are not reflected in
these total returns.
**(Commencement date of the Fund.)
+Had not commenced operations as of Dec. 31, 1999.

[To be updated upon amendment]



<PAGE>



Average Annual Total Return  (Without  Purchase  Payment  Credits) For Annuities
With  Withdrawal  and Selection of the Value Option  Return of Purchase  Payment
Death Benefit Rider For Periods Ending Dec. 31, 1999
<TABLE>
<CAPTION>


                                                                           Performance Since
                                                                       Commencement of the Fund*
<S>           <C>                                             <C>     <C>      <C>          <C>

                                                                                               Since
Subaccount    Investing In:                                   1 Year  5 Years  10 Years     Commencement
- - - ----------    -------------                                   ------  -------  --------     ------------
              AXPSM VARIABLE PORTFOLIO
                 Blue Chip Advantage Fund(__/__)**              --%      --%       --%           --%
                 Bond Fund (10/81)                              --       --       --             --
                 Capital Resource Fund (10/81)                  --       --       --             --
                 Cash Management Fund (10/81)                   --       --       --             --
                 Diversified Equity Income Fund(__/__)          --       --       --             --
                 Extra Income Fund (5/96)                       --       --       --             --
                 Federal Income Fund(__/__)                     --       --       --             --
                 Growth Fund(__/__)                             --       --       --             --
                 Managed Fund (4/86)                            --       --       --             --
                 New Dimensions Fund ( 5/96)                    --       --       --             --
                 Small Cap Advantage Fund(__/__)                --       --       --             --

              AIM V.I.
                 Capital Appreciation Fund (5/93)               --       --       --             --
                 Capital Development Fund (5/98)                --       --       --             --
                 Value Fund (5/93)                              --       --       --             --

              ALLIANCE VP
                 Premier Growth Portfolio (Class B) (7/99)      --       --       --             --
                 Technology Portfolio (Class B) (9/99)          --       --       --             --
                 U.S. Government/High Grade Securities          --       --       --             --
                 Portfolio (Class B) (6/99)

              BARON
                 Capital Asset Fund (10/98)                     --       --       --             --

              FIDELITY VIP
                 III Growth & Income Portfolio (Service         --       --       --             --
                 Class) (12/96)
                 III Mid Cap Portfolio                          --       --       --             --
                 (Service Class) (12/98)
                 Overseas Portfolio (Service Class) (12/87)     --       --       --             --

              FRANKLIN TEMPLETON VIP TRUST
                 Franklin Real Estate Securities Fund -         --       --       --             --
                 Class 2 (1/89)***
                 Mutual Shares Securities Fund -                --       --       --             --
                 Class 2 (11/96)***
                 Templeton International Smaller Companies      --       --       --             --
                 Fund - Class 2 (11/95)***
</TABLE>


*Current  applicable  charges  deducted  from  fund  performance  include  a $40
contract  administrative charge, a 1.35% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge  and  applicable  withdrawal  charges.
Premium taxes are not reflected in these total returns.
**(Commencement date of the Fund.)
***Because  no  Class  2  shares  were  issued  as of  Dec.  31,  1998,  Class 2
performance  represents  the historical  performance  results of Class 1 shares.
Performance  of Class 2 shares for periods after its Jan. 6, 1999 inception will
reflect Class 2's  additional  12b-1 fee expense,  which also affects all future
performance.


[To be updated upon amendment]



<PAGE>



Average Annual Total Return  (Without  Purchase  Payment  Credits) For Annuities
With  Withdrawal  and Selection of the Value Option  Return of Purchase  Payment
Death Benefit Rider For Periods Ending Dec. 31, 1999 (continued)


<TABLE>
<CAPTION>

                                                                                     Performance Since
                                                                                 Commencement of the Fund*
<S>           <C>                                                       <C>      <C>      <C>         <C>

                                                                                                         Since
Subaccount    Investing In:                                             1 Year   5 Years  10 Years    Commencement
- - - ----------    -------------                                             ------   -------  --------    ------------
              GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT)
                 Capital Growth Fund (4/98)**                             --%      --%       --%          --%
                 CORESM U.S. Equity Fund (2/98)                           --        --       --            --
                 Global Income Fund (1/98)                                --        --       --            --
                 International Equity Fund (1/98)                         --        --       --            --
                 Internet Tollkeeper Fund (__/__)(+)                      --        --       --            --

              JANUS ASPEN SERIES
                 Aggressive Growth Portfolio: Service Shares (__/__)      --        --       --            --
                 Growth Portfolio: Service Shares (__/__)                 --        --       --            --
                 International Growth Portfolio: Service Shares           --        --       --            --
                 (--/--)

              J.P. MORGAN
                 U.S. Disciplined Equity Portfolio (12/94)                --        --       --            --

              LAZARD RETIREMENT
                 Equity Portfolio (3/98)                                  --        --       --            --
                 International Equity Portfolio (9/98)                    --        --       --            --

              MFS(R) VARIABLE INSURANCE TRUSTSM (VIT)
                 New Discovery Series (4/98)                              --        --       --            --
                 Research Series (7/95)                                   --        --       --            --
                 Utilities Series (1/95)                                  --        --       --            --

              ROYCE
                 Micro-Cap Portfolio (12/96)                              --        --       --            --
                 Premier Portfolio (12/96)                                --        --       --            --

              THIRD AVENUE VARIABLE SERIES TRUST
                 Value Portfolio (__/__)                                  --        --       --            --

              WANGER
                 International Small Cap (5/95)                           --        --       --            --
                 U.S. Small Cap (5/95)                                    --        --       --            --

              WARBURG PINCUS TRUST
                 Emerging Growth Portfolio (9/99)                         --        --       --            --

              WELLS FARGO VARIABLE TRUST
                 Equity Income Fund (5/96)                                --        --       --            --
</TABLE>

*Current  applicable  charges  deducted  from  fund  performance  include  a $40
contract  administrative charge, a 1.35% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge  and  applicable  withdrawal  charges.
Premium taxes are not reflected in these total returns.
**(Commencement date of the Fund.)
+Had not commenced operations as of Dec. 31, 1999.

[To be updated upon amendment]



<PAGE>



Average Annual Total Return  (Without  Purchase  Payment  Credits) For Annuities
Without  Withdrawal and Selection of the Guaranteed Minimum Income Benefit Rider
(6% Accumulation Benefit Base) For Periods Ending Dec. 31, 1999
<TABLE>
<CAPTION>


                                                                           Performance Since
                                                                       Commencement of the Fund*
<S>           <C>                                             <C>     <C>      <C>          <C>

                                                                                               Since
Subaccount    Investing In:                                   1 Year  5 Years  10 Years     Commencement
- - - ----------    -------------                                   ------  -------  --------     ------------
              AXPSM VARIABLE PORTFOLIO
SBCA1            Blue Chip Advantage Fund (__/__)**            --%      --%       --%            --%
SBND1            Bond Fund (10/81)                              --       --       --             --
SCAR1            Capital Resource Fund (10/81)                  --       --       --             --
SCMG1            Cash Management Fund (10/81)                   --       --       --             --
SDEI1            Diversified Equity Income Fund (__/__)         --       --       --             --
SEXI1            Extra Income Fund (5/96)                       --       --       --             --
SFDI1            Federal Income Fund (__/__)                    --       --       --             --
SGRO1            Growth Fund (__/__)                            --       --       --             --
SMGD1            Managed Fund (4/86)                            --       --       --             --
SNDM1            New Dimensions Fund ( 5/96)                    --       --       --             --
SSCA1            Small Cap Advantage Fund (__/__)               --       --       --             --

              AIM V.I.
SCAP1            Capital Appreciation Fund (5/93)               --       --       --             --
SCDV1            Capital Development Fund (5/98)                --       --       --             --
SVAL1            Value Fund (5/93)                              --       --       --             --

              ALLIANCE VP
SPGR1            Premier Growth Portfolio (Class B) (7/99)      --       --       --             --
STEC1            Technology Portfolio (Class B) (9/99)          --       --       --             --
SUGH1            U.S. Government/High Grade Securities          --       --       --             --
                 Portfolio (Class B) (6/99)

              BARON
SCAS1            Capital Asset Fund (10/98)                     --       --       --             --

              FIDELITY VIP
SGRI1            III Growth & Income Portfolio (Service         --       --       --             --
                 Class) (12/96)
SMDC1            III Mid Cap Portfolio                          --       --       --             --
                 (Service Class) (12/98)
SOVS1            Overseas Portfolio (Service Class) (12/87)     --       --       --             --

              FRANKLIN TEMPLETON VIP TRUST
SRES1            Franklin Real Estate Securities Fund -         --       --       --             --
                 Class 2 (1/89)***
SMSS1            Mutual Shares Securities Fund -                --       --       --             --
                 Class 2 (11/96)***
SISC1            Templeton International Smaller Companies      --       --       --             --
                 Fund - Class 2 (11/95)***
</TABLE>


*Current  applicable  charges  deducted  from  fund  performance  include  a $40
contract  administrative charge, a 1.45% mortality and expense risk fee, a 0.15%
variable account  administrative  charge and a 0.35%  Guaranteed  Minimum Income
Benefit  Rider  (6%  Accumulation  Benefit  Base)  fee.  Premium  taxes  are not
reflected in these total returns.
**(Commencement date of the Fund.)
***Because  no  Class  2  shares  were  issued  as of  Dec.  31,  1998,  Class 2
performance  represents  the historical  performance  results of Class 1 shares.
Performance  of Class 2 shares for periods after its Jan. 6, 1999 inception will
reflect Class 2's  additional  12b-1 fee expense,  which also affects all future
performance.

[To be updated upon amendment]



<PAGE>



Average Annual Total Return  (Without  Purchase  Payment  Credits) For Annuities
Without  Withdrawal and Selection of the Guaranteed Minimum Income Benefit Rider
(6% Accumulation Benefit Base) For Periods Ending Dec. 31, 1999 (continued)
<TABLE>
<CAPTION>


                                                                                    Performance Since
                                                                                Commencement of the Fund*
<S>           <C>                                                      <C>     <C>     <C>          <C>

                                                                                                       Since
Subaccount    Investing In:                                            1 Year  5 Years 10 Years     Commencement
- - - ----------    -------------                                            ------  ------- --------     ------------
              GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT)
SCGR1            Capital Growth Fund (4/98)**                           --%      --%      --%           --%
SUSE1            CORESM U.S. Equity Fund (2/98)                          --      --       --             --
SGLI1            Global Income Fund (1/98)                               --      --       --             --
SIEQ1            International Equity Fund (1/98)                        --      --       --             --
                 Internet Tollkeeper Fund (__/__)(+)

              JANUS ASPEN SERIES
SAGP1            Aggressive Growth Portfolio: Service Shares (__/__)     --      --       --             --
SGIP1            Growth Portfolio: Service Shares (__/__)                --      --       --             --
SINT1            International Growth Portfolio: Service Shares          --      --       --             --
                 (-/--)

              J.P. MORGAN
SUDE1            U.S. Disciplined Equity Portfolio (12/94)               --      --       --             --

              LAZARD RETIREMENT
SREQ1            Equity Portfolio (3/98)                                 --      --       --             --
SRIE1            International Equity Portfolio (9/98)                   --      --       --             --

              MFS(R) VARIABLE INSURANCE TRUSTSM (VIT)
SNDS1            New Discovery Series (4/98)                             --      --       --             --
SRSS1            Research Series (7/95)                                  --      --       --             --
SUTS1            Utilities Series (1/95)                                 --      --       --             --

              ROYCE
SMCC1            Micro-Cap Portfolio (12/96)                             --      --       --             --
SPRM1            Premier Portfolio (12/96)                               --      --       --             --

              THIRD AVENUE VARIABLE SERIES TRUST
SVLU1            Value Portfolio (__/__)                                 --      --       --             --

              WANGER
SISM1            International Small Cap (5/95)                          --      --       --             --
SUSC1            U.S. Small Cap (5/95)                                   --      --       --             --

              WARBURG PINCUS TRUST
SEGR1            Emerging Growth Portfolio (9/99)                        --      --       --             --

              WELLS FARGO VARIABLE TRUST
SEQI1            Equity Income Fund (5/96)                               --      --       --             --
</TABLE>


*Current  applicable  charges  deducted  from  fund  performance  include  a $40
contract  administrative charge, a 1.45% mortality and expense risk fee, a 0.15%
variable account  administrative  charge and a 0.35%  Guaranteed  Minimum Income
Benefit  Rider  (6%  Accumulation  Benefit  Base)  fee.  Premium  taxes  are not
reflected in these total  returns.
**(Commencement  date of the Fund.)
+Had not commenced operations as of Dec. 31, 1999.

[To be updated upon amendment]



<PAGE>



Average Annual Total Return  (Without  Purchase  Payment  Credits) For Annuities
With Withdrawal and Selection of the Guaranteed Minimum Income Benefit Rider (6%
Accumulation Benefit Base) For Periods Ending Dec. 31, 1999
<TABLE>
<CAPTION>


                                                                           Performance Since
                                                                       Commencement of the Fund*
<S>           <C>                                             <C>     <C>      <C>          <C>

                                                                                               Since
Subaccount    Investing In:                                   1 Year  5 Years  10 Years     Commencement
- - - ----------    -------------                                   ------  -------  --------     ------------
              AXPSM VARIABLE PORTFOLIO
SBCA1            Blue Chip Advantage Fund (__/__)**            --%      --%       --%           --%
SBND1            Bond Fund (10/81)                              --       --       --             --
SCAR1            Capital Resource Fund (10/81)                  --       --       --             --
SCMG1            Cash Management Fund (10/81)                   --       --       --             --
SDEI1            Diversified Equity Income Fund (__/__)         --       --       --             --
SEXI1            Extra Income Fund (5/96)                       --       --       --             --
SFDI1            Federal Income Fund (__/__)                    --       --       --             --
SGRO1            Growth Fund (__/__)                            --       --       --             --
SMGD1            Managed Fund (4/86)                            --       --       --             --
SNDM1            New Dimensions Fund ( 5/96)                    --       --       --             --
SSCA1            Small Cap Advantage Fund (__/__)               --       --       --             --

              AIM V.I.
SCAP1            Capital Appreciation Fund (5/93)               --       --       --             --
SCDV1            Capital Development Fund (5/98)                --       --       --             --
SVAL1            Value Fund (5/93)                              --       --       --             --

              ALLIANCE VP
SPGR1            Premier Growth Portfolio (Class B) (7/99)      --       --       --             --
STEC1            Technology Portfolio (Class B) (9/99)          --       --       --             --
SUGH1            U.S. Government/High Grade Securities          --       --       --             --
                 Portfolio (Class B) (6/99)

              BARON
SCAS1            Capital Asset Fund (10/98)                     --       --       --             --

              FIDELITY VIP
SGRI1            III Growth & Income Portfolio (Service         --       --       --             --
                 Class) (12/96)
SMDC1            III Mid Cap Portfolio                          --       --       --             --
                 (Service Class) (12/98)
SOVS1            Overseas Portfolio (Service Class) (12/87)     --       --       --             --

              FRANKLIN TEMPLETON VIP TRUST
SRES1            Franklin Real Estate Securities Fund -         --       --       --             --
                 Class 2 (1/89)***
SMSS1            Mutual Shares Securities Fund -                --       --       --             --
                 Class 2 (11/96)***
SISC1            Templeton International Smaller Companies      --       --       --             --
                 Fund - Class 2 (11/95)***
</TABLE>


*Current  applicable  charges  deducted  from  fund  performance  include  a $40
contract  administrative charge, a 1.45% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge,  a 0.35%  Guaranteed  Minimum  Income
Benefit  Rider (6%  Accumulation  Benefit  Base) fee and  applicable  withdrawal
charges. Premium taxes are not reflected in these total returns.
**(Commencement date of the Fund.)
***Because  no  Class  2  shares  were  issued  as of  Dec.  31,  1998,  Class 2
performance  represents  the historical  performance  results of Class 1 shares.
Performance  of Class 2 shares for periods after its Jan. 6, 1999 inception will
reflect Class 2's  additional  12b-1 fee expense,  which also affects all future
performance.

[To be updated upon amendment]


<PAGE>


Average Annual Total Return  (Without  Purchase  Payment  Credits) For Annuities
With Withdrawal and Selection of the Guaranteed Minimum Income Benefit Rider (6%
Accumulation Benefit Base) For Periods Ending Dec. 31, 1999 (continued)
<TABLE>
<CAPTION>


                                                                                    Performance Since
                                                                                Commencement of the Fund*
<S>           <C>                                                      <C>     <C>     <C>          <C>

                                                                                                       Since
Subaccount    Investing In:                                            1 Year  5 Years 10 Years     Commencement
- - - ----------    -------------                                            ------  ------- --------     ------------
              GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT)
SCGR1            Capital Growth Fund (4/98)**                           --%      --%      --%           --%
SUSE1            CORESM U.S. Equity Fund (2/98)                          --      --       --             --
SGLI1            Global Income Fund (1/98)                               --      --       --             --
SIEQ1            International Equity Fund (1/98)                        --      --       --             --
                 Internet Tollkeeper Fund (__/__)(+)

              JANUS ASPEN SERIES
SAGP1            Aggressive Growth Portfolio: Service Shares (__/__)     --      --       --             --
SGIP1            Growth Portfolio: Service Shares (__/__)                --      --       --             --
SINT1            International Growth Portfolio: Service Shares          --      --       --             --
                 (-/--)

              J.P. MORGAN
SUDE1            U.S. Disciplined Equity Portfolio (12/94)               --      --       --             --

              LAZARD RETIREMENT
SREQ1            Equity Portfolio (3/98)                                 --      --       --             --
SRIE1            International Equity Portfolio (9/98)                   --      --       --             --

              MFS(R) VARIABLE INSURANCE TRUSTSM (VIT)
SNDS1            New Discovery Series (4/98)                             --      --       --             --
SRSS1            Research Series (7/95)                                  --      --       --             --
SUTS1            Utilities Series (1/95)                                 --      --       --             --


              ROYCE
SMCC1            Micro-Cap Portfolio (12/96)                             --      --       --             --
SPRM1            Premier Portfolio (12/96)                               --      --       --             --


              THIRD AVENUE VARIABLE SERIES TRUST
SVLU1            Value Portfolio (__/__)                                 --      --       --             --


              WANGER
SISM1            International Small Cap (5/95)                          --      --       --             --
SUSC1            U.S. Small Cap (5/95)                                   --      --       --             --


              WARBURG PINCUS TRUST
SEGR1            Emerging Growth Portfolio (9/99)                        --      --       --             --

              WELLS FARGO VARIABLE TRUST
SEQI1            Equity Income Fund (5/96)                               --      --       --             --
</TABLE>


*Current  applicable  charges  deducted  from  fund  performance  include  a $40
contract  administrative charge, a 1.45% mortality and expense risk fee, a 0.15%
variable  account  administrative  charge,  a 0.35%  Guaranteed  Minimum  Income
Benefit  Rider (6%  Accumulation  Benefit  Base) fee and  applicable  withdrawal
charges. Premium taxes are not reflected in these total returns.
**(Commencement date of the Fund.)
+Had not commenced operations as of Dec. 31, 1999.

[To be updated upon amendment]



<PAGE>


Cumulative Total Return

Cumulative  total return  represents  the  cumulative  change in the value of an
investment for a given period (reflecting change in a subaccount's  accumulation
unit value). We compute cumulative total return by 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 also may
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 contract  administrative  charge,  the variable  account
administrative  charge,  the Maximum  Anniversary Value Death Benefit Rider fee,
the Enhanced  Death Benefit Rider fee, the  Guaranteed  Minimum  Income  Benefit
Rider fee and the mortality and expense risk fee.

Calculation of Yield for Subaccounts Investing in Money Market Funds


Annualized Simple Yield

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

          (a)  the change in the value of a hypothetical  subaccount  (exclusive
               of capital  changes and income other than  investment  income) at
               the beginning of a particular seven-day period;

          (b)  less, a pro rata share of the  subaccount  expenses  accrued over
               the period;

          (c)  dividing this  difference  by the value of the  subaccount at the
               beginning of the period to obtain the base period return; and

          (d)  multiplying the base period return by 365/7.

The subaccount's value includes:

          o    any declared dividends;

          o    the value of any shares  purchased with dividends paid during the
               period; and

          o    any dividends declared for such shares.

It does not include:

          o    the effect of any applicable withdrawal charge; or

          o    any realized or unrealized gains or losses.

Annualized Compound Yield

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

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

Annualized Yields Based on the Seven-Day Period Ending Dec. 31, 1999
<TABLE>
<CAPTION>
<S>                     <C>                                    <C>                  <C>
Subaccount              Investing In                           Simple Yield         Compound Yield
                        AXPSM VP - Cash Management Fund             --%                    --%
</TABLE>
[To be updated upon amendment]


<PAGE>


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, 1999

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

[To be updated upon amendment]


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.

<PAGE>

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

o    determine the dollar value of your  contract as of the valuation  date that
     falls on (or closest to the  valuation  date that falls before) the seventh
     calendar  day before the  retirement  date and then  deduct any  applicable
     premium tax; then

o    apply the result to the annuity table  contained in the contract or another
     table at least as favorable.

The annuity table shows the amount of the first monthly  payment for each $1,000
of value which depends on factors built into the table, as described below.

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

Subsequent Payouts: To compute later payouts, we multiply:

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

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

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

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

Net Investment Factor:

We determine the net investment factor by:

o    adding the fund's  current  net asset  value per share,  plus the per share
     amount of any accrued  income or capital gain dividends to obtain a current
     adjusted net asset value per share; then
o    dividing that sum by the previous adjusted net asset value per share; and
o    subtracting the percentage  factor  representing  the mortality and expense
     risk fee and the variable account administrative charge from the result.

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

The One-Year 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 one-year fixed account at the retirement date or the
     date you selected to begin receiving your annuity payouts; then

o    using an annuity table,  we apply the value according to the annuity payout
     plan you select.

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

<PAGE>

RATING AGENCIES

The  following  chart  reflects the ratings  given to us by  independent  rating
agencies.  These  agencies  evaluate the financial  soundness and  claims-paying
ability of  insurance  companies  based on a number of different  factors.  This
information  does not relate to the management or performance of the subaccounts
of the  contract.  This  information  relates  only to our  general  account and
reflects our ability to make annuity payouts and to pay death benefits and other
distributions from the contract.


              Rating Agency              Rating
              -------------           -------------

                A.M. Best                  A+
                                       (Superior)

              Duff & Phelps               AAA

                 Moody's                  Aa2

PRINCIPAL UNDERWRITER

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

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

<PAGE>

PART C.

Item 24.      Financial Statements and Exhibits

(a)      Financial Statements included in Part A of this Registration  Statement
         to be added upon amendment.

(b)      Exhibits:

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

1.2  Resolution of the Board of Directors of American  Enterprise Life Insurance
     Company   establishing   67   subaccounts   dated  Nov.  22,  1999,   filed
     electronically  as  Exhibit  1.2  to  Post-Effective  Amendment  No.  2  to
     Registration  Statement  No.  333-85567  filed on or about Dec. 30, 1999 is
     incorporated by reference.

2.   Not applicable.

3.   Form of  Master  General  Agent  Agreement  for  American  Enterprise  Life
     Insurance Company Variable Annuities (form 9802 B), filed electronically as
     Exhibit 3 to  Pre-Effective  Amendment No. 1 to Registration  Statement No.
     333-74865 filed on or about Aug. 4, 1999 is incorporated by reference.

4.1  Form of Deferred Annuity Contract for the American Express Signature Credit
     Variable  AnnuitySM (form 240180),  filed  electronically as Exhibit 4.1 to
     Post-Effective  Amendment No. 1 to  Registration  Statement  No.  333-85567
     filed on or about Dec. 8, 1999 is incorporated by reference.

4.2  Form of Guaranteed  Minimum Income Benefit Rider (6%  Accumulation  Benefit
     Base) (form 240186),  filed electronically as Exhibit 4.2 to Post-Effective
     Amendment No. 3 to Registrant  Statement  No.  333-85567  filed on or about
     Feb. 11, 2000, is incorporated by reference.

4.3  Form  of  5%  Accumulation   Death  Benefit  Rider  (form  240183),   filed
     electronically  as  Exhibit  4.3  to  Post-Effective  Amendment  No.  1  to
     Registration  Statement  No.  333-85567  filed on or about Dec.  8, 1999 is
     incorporated by reference.

4.4  Form of 8% Performance Credit Rider (form 240187),  filed electronically as
     Exhibit 4.4 to Post-Effective Amendment No. 2 to Registration Statement No.
     333-85567 filed on or about Dec. 30, 1999 is incorporated by reference.

<PAGE>

4.5  Form of Roth IRA Endorsement  (form 43094) filed  electronically as Exhibit
     4.2  to  Pre-Effective  Amendment  No.  1  to  Registration  Statement  No.
     333-74865, filed on or about Aug. 4, 1999, is incorporated by reference.

4.6  Form of  SEP-IRA  (form  43412)  filed  electronically  as  Exhibit  4.3 to
     Pre-Effective  Amendment No. 1 to  Registration  Statement  No.  333-72777,
     filed on or about July 8, 1999, is incorporated by reference.

5.   Form of Variable  Annuity  Application for the American  Express  Signature
     Credit Variable AnnuitySM (form 240181),  filed electronically as Exhibit 5
     to Post-Effective  Amendment No. 1 to Registration  Statement No. 333-85567
     filed on or about Dec. 8, 1999 is incorporated by reference.

6.1  Amendment  and  Restatement  of  Articles  of   Incorporation  of  American
     Enterprise Life dated July 29, 1986, filed electronically as Exhibit 6.1 to
     the Initial Registration Statement No. 33-54471,  filed on or about July 5,
     1994, is incorporated by reference.

6.2  Amended  By-Laws of  American  Enterprise  Life,  filed  electronically  as
     Exhibit 6.2 to the Initial Registration Statement No. 33-54471, filed on or
     about July 5, 1994, is incorporated by reference.

7.   Not applicable.

8. Participation Agreement to be filed by amendment.

9.   Opinion  of  counsel  and  consent  to its  use as to the  legality  of the
     securities being registered to be filed by amendment.

10. Consent of Independent Auditors to be filed by amendment.

11.  None.

12. Not applicable.

13.  Copy of schedule for computation of each performance  quotation provided in
     the  Registration  Statement  in  response  to  Item  21,  to be  filed  by
     amendment.

14. Not applicable.

15.  Power of Attorney to sign this Registration Statement, dated July 29, 1999,
     filed  electronically  as Exhibit 15 to Registrant's  Initial  Registration
     Statement No. 333-85567, filed on or about Aug. 19, 1999 is incorporated by
     reference.

<PAGE>

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

<TABLE>
<CAPTION>

<S>                                   <C>                                    <C>
Name                                  Principal Business Address             Positions and Offices with Depositor
- - - ------------------------------------- -------------------------------------- --------------------------------------

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

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

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

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

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

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

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

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

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

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

Philip C. Wentzel                     IDS Tower 10                           Vice President and Controller
                                      Minneapolis, MN 55440
</TABLE>

<PAGE>

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

         American Enterprise Life Insurance Company is a wholly-owned subsidiary
         of IDS Life  Insurance  Company which is a  wholly-owned  subsidiary of
         American Express  Financial  Corporation.  American  Express  Financial
         Corporation is a wholly-owned  subsidiary of American  Express  Company
         (American Express).

The following list includes the names of major subsidiaries of American Express.
<TABLE>
<CAPTION>
<S>                                                                                       <C>
                                                                                          Jurisdiction of
Name of Subsidiary                                                                        Incorporation

I. Travel Related Services

     American Express Travel Related Services Company, Inc.                               New York

II. International Banking Services

     American Express Bank Ltd.                                                           Connecticut

III.Companies engaged in Financial Services

     Advisory Capital Strategies Group Inc.                                               Minnesota
     American Centurion Life Assurance Company                                            New York
     American Enterprise Investment Services Inc.                                         Minnesota
     American Enterprise Life Insurance Company                                           Indiana
     American Express Asset Management Group Inc.                                         Minnesota
     American Express Asset Management International Inc.                                 Delaware
     American Express Asset Management International (Japan) Ltd.                         Japan
     American Express Asset Management Ltd.                                               England
     American Express Client Service Corporation                                          Minnesota
     American Express Corporation                                                         Delaware
     American Express Financial Advisors Inc.                                             Delaware
     American Express Financial Corporation                                               Delaware
     American Express Insurance Agency of Arizona Inc.                                    Arizona
     American Express Insurance Agency of Idaho Inc.                                      Idaho
     American Express Insurance Agency of Nevada Inc.                                     Nevada
     American Express Insurance Agency of Oregon Inc.                                     Oregon
     American Express Minnesota Foundation                                                Minnesota
     American Express Property Casualty Insurance Agency of Kentucky Inc.                 Kentucky
     American Express Property Casualty Insurance Agency of Maryland Inc.                 Maryland
     American Express Property Casualty Insurance Agency of Pennsylvania Inc.             Pennsylvania
     American Express Trust Company                                                       Minnesota
     American Partners Life Insurance Company                                             Arizona
     IDS Cable Corporation                                                                Minnesota
     IDS Cable II Corporation                                                             Minnesota
     IDS Capital Holdings Inc.                                                            Minnesota
     IDS Certificate Company                                                              Delaware
     IDS Futures Corporation                                                              Minnesota
     IDS Insurance Agency of Alabama Inc.                                                 Alabama
     IDS Insurance Agency of Arkansas Inc.                                                Arkansas
     IDS Insurance Agency of Massachusetts Inc.                                           Massachusetts
     IDS Insurance Agency of New Mexico Inc.                                              New Mexico
     IDS Insurance Agency of North Carolina Inc.                                          North Carolina

<PAGE>

     IDS Insurance Agency of Utah Inc.                                                    Utah
     IDS Insurance Agency of Wyoming Inc.                                                 Wyoming
     IDS Life Insurance Company                                                           Minnesota
     IDS Life Insurance Company of New York                                               New York
     IDS Management Corporation                                                           Minnesota
     IDS Partnership Services Corporation                                                 Minnesota
     IDS Plan Services of California, Inc.                                                Minnesota
     IDS Property Casualty Insurance Company                                              Wisconsin
     IDS Real Estate Services, Inc.                                                       Delaware
     IDS Realty Corporation                                                               Minnesota
     IDS Sales Support Inc.                                                               Minnesota
     IDS Securities Corporation                                                           Delaware
     Investors Syndicate Development Corp.                                                Nevada
     Public Employee Payment Company                                                      Minnesota
</TABLE>

Item 27.   Number of Contract owners

           Not applicable.

Item 28.   Indemnification

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

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

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

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

<PAGE>

Item 29.   Principal Underwriters

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

         AXP Bond Fund,  Inc.; AXP California  Tax-Exempt  Trust;  AXP Discovery
         Fund,  Inc.; AXP Equity Select Fund, Inc.; AXP Extra Income Fund, Inc.;
         AXP Federal  Income Fund,  Inc.;  AXP Global  Series,  Inc.; AXP Growth
         Series,  Inc.; AXP High Yield Tax-Exempt Fund, Inc.; AXP  International
         Fund, Inc.; AXP Investment Series,  Inc.; AXP Managed Series, Inc.; AXP
         Market Advantage Series,  Inc.; AXP Money Market Series,  Inc.; AXP New
         Dimensions  Fund, Inc.; AXP Precious Metals Fund, Inc.; AXP Progressive
         Fund,  Inc.; AXP Selective Fund,  Inc.; AXP Special  Tax-Exempt  Series
         Trust; AXP Stock Fund, Inc.; AXP Strategy Series,  Inc.; AXP Tax-Exempt
         Series, Inc.; AXP Tax-Free Money Fund, Inc.; AXP Utilities Income Fund,
         Inc.,  Growth Trust;  Growth and Income Trust;  Income Trust,  Tax-Free
         Income Trust, World Trust and IDS Certificate Company.

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

<TABLE>
<CAPTION>

<S>                                        <C>                                  <C>
Name and Principal Business Address        Position and Offices with            Positions with Offices with
                                           Underwriter                          Registrant
- - - ------------------------------------------ ------------------------------------ -----------------------------

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

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

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

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

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

Joseph M. Barsky III                   Vice President - Mutual Fund        None
IDS Tower 10                           Equities
Minneapolis, MN  55440

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

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

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

<PAGE>

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

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

Bruce J. Bordelon                      Group Vice President - San          None
1333 N. California Blvd., Suite 200    Francisco Area
Walnut Creek, CA  94596

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

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

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

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

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

James E. Choat                         Senior Vice President - Third       None
IDS Tower 10                           Party Distribution
Minneapolis, MN  55440

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

Paul A. Connolly                       Vice President-Retail - Retail      None
IDS Tower 10                           Distribution Services
Minneapolis, MN 55440

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

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

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

<PAGE>

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

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

Arthur E. Delorenzo                    Group Vice President - Upstate      None
4 Atrium Drive, #100                   New York
Albany, NY  12205

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

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

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

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

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

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

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

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

Douglas L. Forsberg                    Vice President - International      None
IDS Tower 10
Minneapolis, MN  55440

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

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

<PAGE>

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

Peter A. Gallus                        Vice President-Investment           None
IDS Tower 10                           Administration
Minneapolis, MN  55440

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

Teresa A. Hanratty                     Senior Vice President-Field         None
Suites 6&7                             Management
169 South River Road
Bedford, NH  03110

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

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

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

Brian M. Heath                         Senior Vice President and General   None
Suite 150                              Sales Manager
801 E. Campbell Road
Richardson, TX  75081

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

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

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

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

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

Debra A. Hutchinson                    Vice President - Relationship       None
IDS Tower 10                           Leader
Minneapolis, MN  55440

<PAGE>

James M. Jensen                        Vice President and                  None
IDS Tower 10                           Controller-Advice and Retail
Minneapolis, MN  55440                 Distribution Group

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

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

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

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

Raymond G. Kelly                       Group Vice President-North Texas    None
Suite 250
801 East Campbell Road
Richardson, TX  75081

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

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

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

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

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

Steven C. Kumagai                      Director and Senior Vice            None
IDS Tower 10                           President-Direct and Interactive
Minneapolis, MN  55440                 Group

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

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

<PAGE>

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

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

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

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

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

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

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

Timothy J. Masek                       Vice President and Director of      None
IDS Tower 10                           Global Research
Minnapolis, MN  55440

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

Paula R. Meyer                         Vice President-Assured Assets       None
IDS Tower 10
Minneapolis, MN  55440

Shashank B. Modak                      Vice President - Technology Leader  None
IDS Tower 10
Minneapolis, MN  55440

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

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

Mary Owens Neal                        Vice President-Consumer Marketing   None
IDS Tower 10
Minneapolis, MN  55440

<PAGE>

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

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

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

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

Carla P. Pavone                        Vice President-Compensation         None
IDS Tower 10                           Services and ARD Product
Minneapolis, MN  55440                 Distribution

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

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

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

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

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

James M. Punch                         Vice President Branded Platform     None
IDS Tower 10                           Project
Minneapolis, MN  55440

Frederick C. Quirsfeld                 Senior Vice President-Fixed Income  Vice President - Fixed Income
IDS Tower 10                                                               Investments
Minneapolis, MN  55440

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

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

<PAGE>

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

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

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

Diane M. Ruebling                      Group Vice President-Central        None
Suite 200, Bldg. B                     California/Western Nevada
2200 Douglas Blvd.
Roseville, CA  95661

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

Theresa M. Sapp                        Vice President - Relationship       None
IDS Tower 10                           Leader
Minneapolis, MN  55440

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

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

Stuart A. Sedlacek                     Senior Vice President and Chief     None
IDS Tower 10                           Financial Officer
Minneapolis, MN  55440

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

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

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

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

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

<PAGE>

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

Lisa A. Steffes                        Vice President - Marketing Offer    None
IDS Tower 10                           Development
Minneapolis, MN  55440

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

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

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

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

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

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

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

John R. Thomas                         Senior Vice President               Board Member
IDS Tower 10
Minneapolis, MN  55440

Keith N. Tufte                         Vice President and Director of      None
IDS Tower 10                           Equity Research
Minneapolis, MN  55440

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

Charles F. Wachendorfer                Group Vice President-Detroit Metro  None
8115 East Jefferson Avenue
Detroit, MI  48214

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

<PAGE>

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

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

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

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

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

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

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

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

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

Rande L. Zellers                       Group Vice President-Gulf States    None
1 Galleria Blvd., Suite 1900
Metairie, LA  70001

</TABLE>

Item 29(c)
<TABLE>
<CAPTION>
<S>                     <C>                   <C>                  <C>                  <C>
                        Net Underwriting
Name of Principal       Discounts and         Compensation on      Brokerage
Underwriter             Commissions           Redemption           Commissions          Compensation

American Express        $[--------]           $[-------]           None                 None
Financial Advisors
Inc.

To be updated upon amendment.
</TABLE>


Item 30.   Location of Accounts and Records

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

<PAGE>

Item 31.   Management Services

           Not applicable.

Item 32.   Undertakings

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

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

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

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

<PAGE>


                                SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940,  American  Enterprise Life Insurance Company, on behalf of the Registrant,
has duly caused this Amendment to its Registration Statement to be signed on its
behalf by the  undersigned,  thereto duly authorized in the City of Minneapolis,
and State of Minnesota, on the 28th day of February, 2000.

                 AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
                              (Registrant)

                 By American Enterprise Life Insurance Company
                              (Sponsor)

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

As required by the Securities Act of 1933, this Registration  Statement has been
signed by the following  persons in the capacities  indicated on the 28th day of
February, 2000.

Signature                                  Title

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

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

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

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

/s/  Paula R. Meyer*               Director and Executive Vice
     Paula R. Meyer                President-Assured Assets

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

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

*Signed pursuant to Power of Attorney, dated July 29, 1999, filed electronically
as Exhibit 15 to  Registrant's  Initial  Registration  Statement No.  333-85567,
filed on or about Aug. 19, 1999 is incorporated by reference.




By:  /s/ Mary Ellyn Minenko
     Mary Ellyn Minenko


<PAGE>

CONTENTS  OF  POST-EFFECTIVE  AMENDMENT  NO.  4 TO  REGISTRATION  STATEMENT  NO.
333-85567

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

The Cover Page.

Part A.

     The prospectus.

Part B.

     Statement of Additional Information.


Part C.

     Other Information.

     The signatures.



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