AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
485APOS, 2000-02-28
Previous: AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT, 485APOS, 2000-02-28
Next: PROVIDENTMUTUAL VARIABLE LIFE SEPARATE ACCOUNT, NSAR-U, 2000-02-28




<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-4


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                      [ ]

         Pre-Effective Amendment No.                                         [ ]
                                     -----       --------------------

         Post-Effective Amendment No.  1         File No. 333-74865          [X]

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

         Amendment No.              3       (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)
     [ ] on (date) pursuant to paragraph (b)
     [ ] 60 days after filing pursuant to paragraph (a) (1)
     [X] on May 1, 2000, pursuant to paragraph (a)(1) of Rule 485

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

<PAGE>





Prospectus

May 1, 2000

American Express Signature Variable Annuity

Individual flexible premium deferred combination fixed/variable annuity

American Enterprise Variable Annuity Account

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

This prospectus contains information that you should know before investing.  You
also will receive the prospectuses for:

<TABLE>
<CAPTION>
<S><C>                                                   <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   Putnam Variable Trust
o   Fidelity Variable Insurance Products Service Class    o   Royce Capital Fund
o   Franklin Templeton Variable Insurance Products Trust  o   Third Avenue Variable Series Trust
o   Goldman Sachs Variable Insurance Trust (VIT)          o   Wanger Advisors Trust
o   Janus Aspen Series: Service Shares                    o   Warburg Pincus Trust
</TABLE>

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

The  Securities  and Exchange  Commission  (SEC) has not approved or disapproved
these securities or passed upon the accuracy or adeqacy 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.....................................................................
TSA - Special Withdrawal Provisions.............................................
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  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 -- a 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 payout 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 -- Investment options under your contract.  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.

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

o    Tax Sheltered Annuity (TSA) rollovers under Section 403(b) of the Code

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.

<PAGE>

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.

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, or in addition to, an existing annuity.

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 your sales  representative or
to our office  within the time  stated on the first  page of your  contract  and
receive a full refund of the  contract  value.  We will not deduct any  charges.
However, you bear the investment risk from the time of purchase until you return
the  contract;  the refund amount may be more or less than the payment you made.
(Exception: If the law requires, we will refund all of your purchase payments.)

Accounts:  Currently,  you may allocate your purchase  payments among any or all
of:

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

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.  Some states have time limitations for making  additional  payments.
(p. __ )

o    Minimum initial purchase payment -

                  $5,000 in Texas, Washington, Pennsylvania and South Carolina;
                  $2,000 in all other states

o    Minimum additional  purchase payment - $100 ($50 for Systematic  Investment
     Plans)

<PAGE>

o    Maximum total purchase payments (without prior approval)-

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

Transfers:  Subject to certain  restrictions you currently may redistribute your
money among the 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
accounts. 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  thebeneficiary  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.  However,  Roth  IRAs  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    $30 annual contract administrative charge;
o    0.15% variable account administrative charge;
o    1.25%  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
     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;
o    any premium  taxes that may be imposed on us by state or local  governments
     (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 total withdrawal); and
o    the operating expenses of the funds in which the subaccounts invest (if you
     allocate money to one or more subaccounts)

<PAGE>

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 for each
fund.

Contract owner expenses:

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


             Years from purchase                Withdrawal charge
             payment receipt                    percentage
                    1                                7%
                    2                                7
                    3                                6
                    4                                6
                    5                                5
                    6                                4
                    7                                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  investment
rate plus  1.77%.  In no event  would your  withdrawal  charge  exceed 9% of the
amount available for payouts under the plan.

         Annual contract administrative charge                $30*

*We will waive this charge when your contract value, or total purchase  payments
less  any  payments  withdrawn,  is  $50,000  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%

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):

         Variable account administrative charge                0.15%
         Mortality and expense risk fee***                     1.25%
                                                               -----
         Total annual variable account expenses                1.40%

***Includes a death  benefit  choice of either the Option A - Return of purchase
payment death benefit, Option B - Maximum anniversary value death benefit or the
5% Accumulation death benefit.

<PAGE>

[Annual operating  expenses of the fund and expense examples to be inserted upon
amendment]

Condensed Financial Information (Unaudited)

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

[To be inserted upon amendment]

Financial Statements

You  can  find  our  audited  financial  statements  and the  audited  financial
statements of the subaccounts in the SAI.

Performance Information

Performance  information  for the  subaccounts  may appear  from time to time in
advertisements or sales literature. This information reflects the performance of
a  hypothetical  investment in a particular  subaccount  during a specified time
period. We show actual performance from the date the subaccounts began investing
in funds. For some  subaccounts,  we do not provide any performance  information
because  they are new and  have  not had any  activity  to  date.  We also  show
performance from the  commencement  date of the funds as if the contract existed
at that  time,  which  it did  not.  Although  we base  performance  figures  on
historical earnings, past performance does not guarantee future results.

We include  non-recurring  charges (such as withdrawal  charges) in total return
figures, but not in yield quotations.  Excluding  non-recurring charges in yield
calculations increases the reported value.

Total return figures reflect deduction of all applicable charges, including the:

o    contract administrative charge,

o    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 full withdrawal at the end of the illustrated
     period).

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

Average annual total return is the average annual  compounded  rate of return of
the  investment  over a period of one,  five and ten years (or up to the life of
the subaccount if it is less than ten years old).

Cumulative  total return is the cumulative  change in the value of 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.

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.

<PAGE>

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.

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
Subaccount             Investing In                 Investment Objectives and Policies:          Manager
- - - -----------------------------------------------------------------------------------------------------------------------
                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
                                            common stocks of companies included in the          Express Financial
                                            unmanaged S&P 500 Index.                            Corporation (AEFC)
                                                                                                investment advisor.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      ESI       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,
                                            longest time period. Invests primarily in           investment advisor.
                                            investment-grade bonds.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      ECR       AXPSM Variable Portfolio -  Objective: capital appreciation. Invests primarily  IDS Life, investment
                Capital Resource Fund       in U.S. common stocks.                              manager; AEFC
                                                                                                investment advisor.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EMS       AXPSM Variable Portfolio -  Objective: maximum current income consistent with   IDS Life, investment
                Cash Management Fund        liquidity and conservation of capital. Invests in   manager; AEFC
                                            money market securities.                            investment advisor.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
                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
                Fund                        Invests primarily in dividend-paying common and     investment advisor.
                                            preferred stocks.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EIA       AXPSM Variable Portfolio -  Objective: high current income, with capital        IDS Life, investment
                Extra Income Fund           growth as a secondary objective. Invests primarily  manager; AEFC
                                            in long-term, high-yielding, high-risk debt         investment advisor.
                                            securities below investment grade issued by U.S.
                                            and foreign corporations.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
                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
                                            in U.S. government and government agency            investment advisor.
                                            securities. Invests primarily in debt obligations
                                            issued or guaranteed as to principal and interest
                                            by the U.S. government, its agencies or
                                            instrumentalities.
- - - -----------------------------------------------------------------------------------------------------------------------
<PAGE>
- - - -----------------------------------------------------------------------------------------------------------------------
                AXPSM Variable Portfolio -  Objective: long-term capital growth. Invests        IDS Life, investment
                Growth Fund                 primarily in common stocks and securities           manager; AEFC
                                            convertible into common stocks that appear to       investment advisor.
                                            offer growth opportunities.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EMG       AXPSM Variable Portfolio -  Objective: maximum total investment return through  IDS Life, investment
                Managed Fund                a combination of capital growth and current         manager; AEFC
                                            income. Invests primarily in stocks, convertible    investment advisor.
                                            securities, bonds and money market instruments.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EGD       AXPSM Variable Portfolio -  Objective: long-term growth of capital. Invests     IDS Life, investment
                New Dimensions Fund         primarily in common stocks of U.S. and foreign      manager; AEFC
                                            companies showing potential for significant growth. investment advisor.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
                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
                                            are often included in the S&P SmallCap 600 Index    investment advisor.
                                            or the Russell 2000 Index.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      ECA       AIM V.I. Capital            Objective: growth of capital.  Invests primarily    A I M Advisors, Inc.
                Appreciation Fund           in common stocks, with emphasis on medium- or
                          small-sized growth companies.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      ECD       AIM V.I. Capital            Objective: long term growth of capital.  Invests    A I M Advisors, Inc.
                Development Fund            primarily in securities (including common stocks,
                                            convertible securities and bonds) of small- and
                                            medium-sized companies.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EVA       AIM V.I. Value Fund         Objective: long-term growth of capital with income  A I M Advisors, Inc.
                                            as a secondary objective. Invests primarily in
                                            equity securities judged to be undervalued
                                            relative to the investment advisor's appraisal of
                                            the current or projected earnings of the companies
                                            issuing the securities, or relative to current
                                            market values of assets owned by the companies
                                            issuing the securities, or relative to the equity
                                            market generally.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EPP       Alliance VP Premier Growth  Objective: long-term growth of capital. Invests     Alliance Capital
                Portfolio (Class B)         primarily in equity securities of a limited number  Management, L.P.
                                            of large, carefully selected, high-quality U.S.
                                            companies that are judged likely to achieve
                                            superior earnings growth.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      ETC       Alliance VP Technology      Objective: growth of capital. Invests primarily in  Alliance Capital
                Portfolio (Class B)         securities of companies expected to benefit from    Management, L.P.
                                            technological advances and improvements.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EHG       Alliance VP U.S.            Objective: high level of current income consistent  Alliance Capital
                Government/High Grade       with preservation of capital. Invest primarily in   Management, L.P.
                Securities Portfolio        (1) U.S. Government securities and (2) other
                (Class B)                   high-grade debt securities or, if unrated, of
                                            equivalent quality.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EAS       Baron Capital Asset Fund    Objective: capital appreciation. Invests primarily  BAMCO, Inc.
                                            in securities of small and medium sized companies
                                            with undervalued assets or favorable growth
                                            prospects.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EFG       Fidelity VIP III Growth &   Objective: high total return through a combination  Fidelity Management &
                Income Portfolio (Service   of current income and capital appreciation.         Research Company
                Class)                      Invests primarily in common stocks with a focus on  (FMR), investment
                                            those that pay current dividends and show           manager; FMR U.K. and
                                            potential for capital appreciation.                 FMR Far East,
                                                                                                sub-investment
                                                                                                advisors.
- - - -----------------------------------------------------------------------------------------------------------------------
<PAGE>
- - - -----------------------------------------------------------------------------------------------------------------------
      EFM       Fidelity VIP III Mid Cap    Objective: long-term growth of capital. Invests     FMR, investment
                Portfolio (Service Class)   primarily in medium market capitalization common    manager; FMR U.K. and
                                            stocks.                                             FMR Far East,
                                                                                                sub-investment
                                                                                                advisors.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EFO       Fidelity VIP Overseas       Objective: long-term growth of capital. Invests     FMR, investment
                Portfolio (Service Class)   primarily in common stocks of foreign securities.   manager; FMR U.K.,

                                                                                                FMR
                                                                                                Far
                                                                                                East,
                                                                                                Fidelity
                                                                                                International
                                                                                                Investment
                                                                                                Advisors
                                                                                                (FIIA)
                                                                                                and
                                                                                                FIIA
                                                                                                U.K.,
                                                                                                sub-investment
                                                                                                advisors.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      ERE       FT VIP Franklin Real        Objective: capital appreciation with a secondary    Franklin Advisers,
                Estate Securities Fund -    goal to earn current income. Invests primarily in   Inc.
                Class 2                     securities of companies operating in the real
                                            estate industry, primarily equity real estate
                                            investment trusts (REITS).
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EMU       FT VIP Mutual Shares        Objective: capital appreciation with income as a    Franklin Mutual
                Securities Fund - Class 2   secondary goal. Invests primarily in equity         Advisers, LLC
                                            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).
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EIS       FT VIP Templeton            Objective: long-term capital appreciation. Invests  Templeton Investment
                International Smaller       primarily in equity securities of smaller           Counsel, Inc.
                Companies Fund - Class 2    companies located outside the U.S., including in
                                            emerging markets.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      JCG       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.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      JUS       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.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      JGL       Goldman Sachs VIT Global    Objective: high total return, emphasizing current   Goldman Sachs Asset
                Income Fund                 income, and, to a lesser extent, providing          Management
                                            opportunities for capital appreciation. Invests     International
                                            primarily in a portfolio of high quality
                                            fixed-income securities of U.S. and foreign
                                            issuers and enters into transactions in foreign
                                            currencies.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      JIF       Goldman Sachs VIT           Objective: long-term capital appreciation. Invests  Goldman Sachs Asset
                International Equity Fund   primarily in equity securities of companies that    Management
                                            are organized outside the U.S., or whose            International
                                            securities are principally traded outside the U.S.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
                Goldman Sachs VIT Internet  Objective:
                Tollkeeper Fund
- - - -----------------------------------------------------------------------------------------------------------------------
<PAGE>
- - - -----------------------------------------------------------------------------------------------------------------------
                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.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
                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.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
                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.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EDE       J.P. Morgan U.S.            Objective: outperform U.S. stock markets over the   J.P. Morgan
                Disciplined Equity          long term through a disciplined management
                Portfolio                   approach. Invests primarily in large- and
                      medium-capitalization U.S. companies.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      ERQ       Lazard Retirement Equity    Objective: long-term capital appreciation. Invests  Lazard Asset
                Portfolio                   primarily in equity securities, principally common  Management
                                            stocks of relatively large U.S. companies (those
                                            whose total market value is more than $1 billion)
                                            that the Investment Manager believes are
                                            undervalued based on their earnings, cash flow or
                                            asset values.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      ERI       Lazard Retirement           Objective: long-term capital appreciation. Invests  Lazard Asset
                International Equity        primarily in equity securities, principally common  Management
                Portfolio                   stocks of relatively large non-U.S. companies
                                            (those whose total market value is more than $1
                                            billion) that the Investment Manager believes are
                                            undervalued based on their earnings, cash flow or
                                            asset values.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      END       MFS(R) VIT New Discovery      Objective: capital appreciation. Invests primarily  MFS Investment
                Series                      in equity securities of emerging growth companies.  Management(R)
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      ERS       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.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EUT       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.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EPG       Putnam VT Growth and        Objective: capital growth and current income.       Putnam Investment
                Income Fund - Class IB      Invests primarily in common stocks that offer       Management, Inc.
                Shares                      potential of capital growth, current income or
                                            both.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EPL       Putnam VT International     Objective: capital appreciation. Invests primarily  Putnam Investment
                Growth Fund - Class IB      in growth stocks outside the U.S.                   Management, Inc.
                Shares
- - - -----------------------------------------------------------------------------------------------------------------------
<PAGE>
- - - -----------------------------------------------------------------------------------------------------------------------
      EPN       Putnam VT International     Objective: long-term capital appreciation by        Putnam Investment
                New Opportunities Fund -    investing in companies that have above-average      Management, Inc.
                Class IB Shares             growth prospects due to the fundamental growth of
                                            their market sector. Invests primarily in growth
                                            stocks outside the U.S.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EMC        Royce Micro-Cap Portfolio  Objective: long-term growth of capital. Invests     Royce & Associates,
                                            primarily in a broadly diversified portfolio of     Inc.
                                            equity securities issued by micro-cap companies
                                            (companies with stock market capitalizations below
                                            $300 million).
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EPR       Royce Premier Portfolio     Objective: long-term growth of capital with         Royce & Associates,
                                            current income as a secondary objective. Invests    Inc.
                                            primarily in a limited number of equity securities
                                            issued by small companies with stock market
                                            capitalization between $300 million and $1.5
                                            billion.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
                Third Avenue Value          Objective: long-term capital appreciation. Invests  The Investment
                Portfolio                   primarily in common stocks of well-finance          Adviser EQSF
                                            companies at a substantial discount to what the     Advisers, Inc.
                                            Advisor believes is their true value.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EIC       Wanger International Small  Objective: long-term growth of capital. Invests     Wanger Asset
                Cap                         primarily in stocks of small- and medium-size       Management, L.P.
                                            non-U.S. companies.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EUC       Wanger U.S. Small Cap       Objective: long-term growth of capital. Invests     Wanger Asset
                                            primarily in stocks of small- and medium-size U.S.  Management, L.P.
                                            companies.
- - - -----------------------------------------------------------------------------------------------------------------------
- - - -----------------------------------------------------------------------------------------------------------------------
      EEG       Warburg Pincus Trust -      Objective: maximum capital appreciation. Invests    Warburg Pincus Asset
                Emerging Growth Portfolio   primarily in equity securities of small- to medium  Management, Inc.
                      sized U.S. emerging-growth companies.
- - - -----------------------------------------------------------------------------------------------------------------------
</TABLE>

[To be updated on amendment]
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 funds' prospectuses for risk disclosure regarding  simultaneous  investments
by variable  annuity,  variable life insurance and tax-deferred  retirement plan
accounts.
<PAGE>
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.

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.  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. These accounts
are not available in all states and are not offered after annuity payouts begin.

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  or  withdraw  money out of the  Guarantee  Period
Accounts  prior to the end of the Guarantee  Period.  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.

<PAGE>

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 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 can fill out an  application  and send it along with your  initial  purchase
payment to our  office.  As the owner,  you have all rights and may  receive all
benefits under the contract. You can own a nonqualified annuity in joint tenancy
with  rights of  survivorship  only in  spousal  situations.  You  cannot  own a
qualified  annuity  in  joint  tenancy.  You can buy a  contract  or  become  an
annuitant if you are 90 or younger.

When you apply, you may select:

o    one of three death benefit options:  Option A - Return of purchase payments
     death  benefit,  Option B - Maximum  anniversary  value death benefit or 5%
     Accumulation  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;

o    the date you want to start receiving annuity payouts (the retirement date);
     and

o    a beneficiary.

*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.

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.

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 at least  $5,000 in
Texas, Washington, Pennsylvania or South Carolina or $2,000 in all other states.
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.

<PAGE>

In most states,  you may make additional  purchase  payments to nonqualified and
qualified annuities until the retirement date.

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

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

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 later).

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

o    on or after the date the annuitant reaches age 59 1/2; and

o    for IRAs and SEPs, by April 1 of the year  following the calendar year when
     the annuitant reaches age 70 1/2; or

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

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

Beneficiary
If death benefits  become payable before the retirement date (while the contract
is in  force  and  before  annuity  payouts  begin),  we  will  pay  your  named
beneficiary all or part of the contract value. If there is no named beneficiary,
then you or your  estate  will be the  beneficiary.  (See  "Benefits  in Case of
Death" for more about beneficiaries.)

Purchase payments

Minimum initial purchase payment (includes SIPs):
         $5,000 in Texas, Washington, Pennsylvania and South Carolina
         $2,000 in all other states

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

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

     *These limits apply in total to all American  Enterprise Life annuities you
      own.  We reserve  the right to  increase  maximum  limits.  For  qualified
      annuities   the   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.

Charges

Contract administrative charge
We charge this fee for establishing and maintaining your records.  We deduct $30
from the contract value on your contract anniversary at the end of each contract
year. We prorate this charge among the subaccounts and the fixed accounts in the
same  proportion  your  interest in each  account  bears to your total  contract
value.  Some  states  restrict  the amount  that you can  allocate  to the fixed
accounts.

We will waive this charge when your contract value,  or total purchase  payments
less  any  payments  withdrawn,  is  $50,000  or  more on the  current  contract
anniversary.

If you take a full withdrawal from your contract,  we will deduct this 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 your subaccounts and it totals 0.15% of their average daily net assets
on an annual basis. It covers certain  administrative  and operating expenses of
the subaccounts such as accounting,  legal and data processing fees and expenses
involved in the preparation and  distribution  of reports and  prospectuses.  We
cannot increase the variable account administrative charge.

Mortality and expense risk fee
We charge this fee daily to the subaccounts. The unit values of your subaccounts
reflect  this fee and it totals  1.25% of their  average  daily net assets on an
annual basis.  This fee includes  coverage  under any of the three death benefit
options.  This fee  covers  the  mortality  and  expense  risk  that we  assume.
Approximately two-thirds of this amount is for our assumption of mortality risk,
and one-third is for our assumption of expense risk.  This fee does not apply to
the fixed 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.

<PAGE>

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

The  subaccounts  pay us the  mortality  and  expense  risk fee they  accrued as
follows:

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 date 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 seven 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).")

<PAGE>

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

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

o    Next,  we withdraw  contract  earnings,  if any,  that are greater than the
     annual 10% free withdrawal amount described 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
          account.

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

o    Finally,  if necessary,  we withdraw  purchase payments that are all 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 these payments by the
applicable  withdrawal  charge  percentage,  and then  totaling  the  withdrawal
charges.

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

     Years from purchase            Withdrawal charge
       payment receipt                 percentage
              1                             7%
              2                             7
              3                             6
              4                             6
              5                             5
              6                             4
              7                             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  applicable  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 5.27% if the assumed  investment
rate is 3.5% and 6.77% 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.

<PAGE>

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

o    The  contract  date is July 1, 2000 with a contract  year of July 1 through
     June 30 and with an anniversary date of July 1 each year; and

o    We received these payments:
         - $10,000 July 1, 2000;
         - $8,000 Dec. 31, 2005;
         - $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 July 1, 2010 contract value was $38,488.


        Withdrawal charge            Explanation

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

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

               $0   $10,000  July 1, 2000  payment  was  received  eight or more
                    years before withdrawal and is withdrawn without  withdrawal
                    charge; and

               $360 $8,000  Dec.  31,  2005  payment  is in its fifth  year from
                    receipt, withdrawn with a 5% withdrawal charge; and

               $420 $6,000  Feb.  20,  2008  payment  is in its third  year from
                    receipt, withdrawn with a 6% withdrawal charge.

- - - -------------------------------------
               $760

Waiver of withdrawal charge We do not assess a withdrawal charge 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 they exceed contract earnings;

o    required minimum  distributions from a qualified annuity (for those amounts
     required to be distributed from the contract described in this prospectus);

o    contracts settled using an annuity payout plan;

o    death benefits;

o    withdrawals you make under your contract's "Waiver of Withdrawal Charges"
     provision. To the extent permitted by state law, your contract will include
     this provision when the owner and annuitant are under age 76 on the date we
     issue the  contract.  We will waive  withdrawal  charges  that we  normally
     assess upon full or partial withdrawal if you provide proof satisfactory to
     us that,  as of the date you request the  withdrawal,  you or the annuitant
     are  confined to a hospital or nursing  home and have been for the prior 60
     days. (See your contract for additional conditions and restrictions on this
     waiver); and

o    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.

<PAGE>

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 accounts 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 contract value 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 contract  value 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.

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

<PAGE>

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 contract value 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.

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

o    you chose  death  benefit  Option A - Return  of  purchase  payment  death
     benefit, at the time of application (see "Benefits in Case of Death"); and

o    there are "eligible purchase payments" at the time we calculate the credit.

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

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

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

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

We reserve  the right to  calculate  and apply the  contract  value  credit on a
quarterly or monthly basis. If we calculate the credit on a quarterly basis, the
<PAGE>

percentage  will be 0.125%  instead of 0.50%.  If we  calculate  the credit on a
monthly basis, the percentage will be 0.04167% instead of 0.50%.

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

Making the Most of Your Contract

Automated dollar-cost averaging
Currently,  you can use  automated  transfers to take  advantage of  dollar-cost
averaging  (investing a fixed  amount at regular  intervals).  For example,  you
might transfer a set amount monthly from a relatively conservative subaccount to
a more aggressive one, or to several others,  or from the one-year fixed account
or the two-year Guarantee Period Accounts 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.

                                   How dollar-cost averaging works

By investing an                     Amount    Accumulation 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 your sales representative.

Asset Rebalancing
You can ask us in writing to automatically  rebalance the subaccount  portion of
your contract value either quarterly,  semi-annually or annually. The period you
select  will  start to run on the date we  record  your  request.  On the  first
valuation date of each of these periods,  we  automatically  will rebalance your
contract  value  so that the  value  in each  subaccount  matches  your  current
subaccount percentage allocations. These percentage allocations must be in whole
numbers.  Asset  rebalancing  does not apply to the fixed accounts.  There is no
charge for asset rebalancing. The contract value must be at least $2,000.

<PAGE>

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.

These modifications could include, but not be limited to:

o    requiring a minimum time period between each transfer;

o    not accepting  transfer requests of an agent acting under power of attorney
     on behalf of more than one contract owner; or

o    limiting  the dollar  amount that a contract  owner may transfer at any one
     time.

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

Transfer policies
o    Before annuity payouts begin, you may transfer  contract values between the
     subaccounts,  or from the  subaccounts  to the fixed  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,  we reserve the
     right to limit the number of subaccounts in which you may invest.

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 or entire account balance

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           You can start or stop this  service  by written  request or
withdrawals:      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 nnually

               Maximum amount

                  Transfers or
                  withdrawals:    Contract value (except for automated transfers
                                  from the one-year fixed account)

<PAGE>

3                          Call between 8 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 or entire account balance
                 Withdrawals:     $25,000

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

We will honor any telephone transfer or withdrawal  requests that we believe are
authentic and we will use  reasonable  procedures to confirm that they are. This
includes  asking  identifying  questions and tape recording  calls.  We will not
allow a telephone  withdrawal  within 30 days of a phoned-in  address change. As
long as we follow the procedures, we (and our affiliates) will not be liable for
any loss resulting from fraudulent requests.

Telephone transfers and withdrawals are automatically available. You may request
that telephone  transfers and withdrawals not be authorized from your account by
writing to us.

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.

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.

<PAGE>

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 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  total $50,000 or more or if
they are 25% or more of total payments paid into the contract.

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

(a)  contract value less "market value adjusted prior five years of payments"

(b)  total  payments  less prior five years of  payments  and  adjusted  partial
     withdrawals

(c)  the Variable  account 6% floor,  less the "6% adjusted  prior five years of
     payments"

"Market value  adjusted  prior five years of payments" are calculated as the sum
of each such payment, multiplied by the ratio of the current contract value over
the  estimated  contract  value on the  anniversary  prior to such  payment.  We
calculate  the estimated  contract  value at such  anniversary  by assuming that
payments 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"  are  calculated  as the sum of each
payment  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.

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, we will terminate the rider.

Exercising the rider:

o    you may  only  exercise  the  rider  within  30  days  after  any  contract
     anniversary  following the o 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

<PAGE>

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    You purchase the contract with a payment of $104,000 on Jan. 1, 2000.

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:

                                Fixed Annuity Payout Options
                              Minimum Guaranteed Annual Income
<TABLE>
<S>                   <C>                                  <C>               <C>                       <C>
Contract Anniversary   Guaranteed Income Benefit Base       Plan A --         Plan B --                 Plan D --
At Exercise                                                 Life  Annuity     Life Annuity              Joint and last
                                                            - no refund       with ten years certain    annuity - no refund
  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.

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  less  adjusted  partial
           withdrawals and purchase payments 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 less adjusted partial
           withdrawals and purchase payments 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.

<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 initial purchase payment for the calculation of the
target value and any credit.

Target  value:  The target  value  accumulates  purchase  payments  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.

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    You purchase the contract with a payment of $104,000 on January 1, 2000.

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  of  $104,000).  Your  total  contract  value on that  date is
$153,120.

<PAGE>

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  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 -  Withdrawal  charge") and IRS taxes
and penalties (see "Taxes").  You cannot make withdrawals  after annuity payouts
begin  except  under  Plan E (see "The  Annuity  Payout  Period  Annuity  payout
plans").

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

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.

<PAGE>

TSA Special Withdrawal Provisions

Participants in Tax-Sheltered Annuities
The  Code  imposes   certain   restrictions  on  your  right  to  receive  early
distributions from a TSA:

o    Distributions   attributable  to  salary  reduction   contributions   (plus
     earnings) made after Dec. 31, 1988, or to transfers or rollovers from other
     contracts, may be made from the TSA only if:

          -    you are at least age 59 1/2;
          -    you are disabled as defined in the Code;
          -    you separated  from the service of the employer who purchased the
               contract; or
          -    the distribution is because of your death.

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

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

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

Changing Ownership

You may change ownership of your nonqualified  annuity at any time by completing
a change of ownership  form we approve and sending it to our office.  The change
will  become  binding  upon us when we receive  and record it. We will honor any
change  of  ownership  request  that we  believe  is  authentic  and we will use
reasonable procedures to confirm authenticity. If we follow these procedures, we
will not take any responsibility for the validity of the change.

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

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

Benefits in Case of Death

There are two standard  death  benefit  options  under this  contract or you may
choose to select the 5%  Accumulation  death benefit rider. If either you or the
annuitant  are age 79 or older (in most states) on the contract  date,  Option A
will apply.  If both you and the  annuitant are under age 79 (in most states) on
the contract  date, you can elect either Option B or the 5%  Accumulation  death
benefit rider on your application.  Once you elect an option,  you cannot change
it. We show the option that applies in your contract.

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

<PAGE>

Option A - Return of purchase  payment death benefit We will pay the beneficiary
the greater of:

o    the contract value; or

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

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

Option B - Maximum  anniversary  value death benefit We will pay the beneficiary
the greatest of:

o    the contract value; or

o    the total purchase payments paid minus any "adjusted partial  withdrawals";
     or

o    the "maximum  anniversary  value"  immediately  preceding the date of death
     plus the dollar amount of any payments since that anniversary and minus any
     "adjusted partial withdrawals" since that anniversary.

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

          (a)  the contract value on that anniversary; or

          (b)  total  payments  made to the  contract  minus  "adjusted  partial
               withdrawals."

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

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

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

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

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

Example: Option A - Return of purchase payment death benefit

o    You purchase the contract with a payment of $20,000 on Jan. 1, 2000.

o    On Jan. 1, 2001 you make an additional purchase payment of $5,000.

o    On March 1, 2001 the contract  value falls to $22,000 and you take a $1,500
     partial withdrawal.

o    On March 1, 2002 the contract value falls to $23,000.

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

 Total purchase payments paid:                                       $25,000.00
 minus any "adjusted partial withdrawals"
 calculated as:                     1,500         x 25,000 =         - 1,704.54
                                    -----                            ----------
                                   22,000
 for a death benefit of:                                             $23,295.45

<PAGE>

Example: Option B - Maximum anniversary value death benefit

o    You purchase the contract with a payment of $20,000 on Jan. 1, 2000.

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

o    On March 1, 2001 the  contract  value falls to $22,000,  at which point you
     take a $1,500 partial withdrawal, leaving a contract value of $20,500.

We calculate the death benefit on March 1, 2001 as follows:

The highest contract value on any prior contract anniversary:         $29,000.00
plus any purchase payments paid since that anniversary:                 +   0.00
minus any "adjusted partial withdrawal" taken since that anniversary,
calculated as:                     1,500 x 29,000  =                  - 1,977.27
                                   --------------                     ----------
                                        22,000
for a death benefit of:                                               $27,022.72

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 your
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:

o    the contract value; or

o    the total purchase payments paid less any "adjusted  partial  withdrawals";
     or

o    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 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    You purchase  the  contract  with a payment of $25,000 on Jan. 1, 2000 with
     $5,000 allocated to the one-year fixed account and $20,000 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.  You take a
     $1,500 partial  withdrawal all from the  subaccounts,  leaving the contract
     value at $22,800.

We calculate the death benefit on March 1, 2001 as follows:


The variable account floor on Jan. 1, 2001,
calculated as:    1.05   x   20,000   =                               $ 21,000

plus any purchase payments paid since that anniversary:                + 0.00

minus any "adjusted partial withdrawals" from the subaccounts,
calculated as:    1,500   x   21,000  =
                      19,000                                         -$ 1,657.89
                                                                     -----------

Variable account floor benefit                                       $ 19,342.10
plus the one-year fixed account value                                + 5,300.00
                                                                     ----------

for a death benefit of:
                                                                     $ 24,642.10

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 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 5.27% and 6.77%  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 fixed  accounts  will provide  fixed
dollar payouts and contract values that you allocated among the subaccounts will
provide variable annuity payouts.

<PAGE>

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

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

Taxes

Generally,  under current law, your contract has a tax-deferral 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 normally are taxable.  We
will send you a tax  information  reporting form for any year in which we made a
taxable  distribution  according  to our  records.  Roth  IRAs  may  grow and be
distributed tax free if you meet certain distribution requirements.

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

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

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 these distribution rules.

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.

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

<PAGE>

Death benefits to  beneficiaries:  The death benefit under a contract  (except a
Roth  IRA)  is not  tax  exempt.  Any  amount  your  beneficiary  receives  that
represents  previously  deferred  earnings  within  the  contract  is taxable as
ordinary income to the beneficiary in the years he or she receives the payments.
The death benefit  under a Roth IRA generally is not taxable as ordinary  income
to the beneficiary if certain distribution requirements are met.

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

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

o    because of your death;

o    because you become disabled (as defined in the Code);

o    if the  distribution  is part of a series of  substantially  equal periodic
     payments,  made at least  annually,  over your life or life  expectancy (or
     joint lives or life expectancies of you and your beneficiary); or

o    if it is  allocable  to an  investment  before Aug.  14,  1982  (except for
     qualified annuities).

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

Withholding, generally: If you receive all or part of the contract value, we may
deduct  withholding  against  the taxable  income  portion of the  payment.  Any
withholding  represents  a  prepayment  of your tax due for the  year.  You take
credit for these amounts on your annual tax return.

If the  payment is part of an annuity  payout  plan,  we  generally  compute the
amount of withholding using payroll tables.  You may provide us with a statement
of how many exemptions to use in calculating the withholding.  As long as you've
provided  us with a valid  Social  Security  Number or  Taxpayer  Identification
Number, you can elect not to have any withholding occur.

If the  distribution  is any other  type of  payment  (such as a partial or full
withdrawal) we compute withholding using 10% of the taxable portion.  Similar to
above,  as long as you have provided us with a valid Social  Security  Number or
Taxpayer  Identification  Number,  you can elect  not to have  this  withholding
occur.

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

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

o    instead  of  receiving  the  distribution  check,  you  elect  to have  the
     distribution rolled over directly to an IRA or another eligible plan;

o    the payout is one in a series of substantially equal periodic payouts, made
     at least  annually,  over  your life or the life  expectancy  (or the joint
     lives or life expectancies of you and your designated  beneficiary) or over
     a  specified  period  of ten  years or more;  or

o    the payout is a minimum distribution required under the Code.

<PAGE>

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

State withholding also may be imposed on taxable distributions.

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

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

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

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

Voting Rights

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

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

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

o    the reserve held in each subaccount for your contract; 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.

<PAGE>

Substitution of Investments

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

          o    laws or regulations change;

          o    the existing funds become unavailable; or

          o    in our  judgment,  the  funds  no  longer  are  suitable  for the
               subaccounts.

If any of these  situations  occur, and if we believe it is in the best interest
of  persons  having  voting  rights  under  the  contract,  we have the right to
substitute the funds currently listed in this prospectus for other funds.

We may also:

          o    add new subaccounts;

          o    combine any two or more subaccounts;

          o    make  additional  subaccounts  investing in additional  funds;  o
               transfer  assets  to and from  the  subaccounts  or the  variable
               account; and o eliminate or close any subaccounts.

In the event of substitution or any of these changes,  we may amend the contract
and take whatever  action is necessary and  appropriate  without your consent or
approval.  However,  we will not make any  substitution  or change  without  the
necessary  approval of the SEC and state insurance  departments.  We will notify
you of any substitution or change.

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.  Our administrative  offices are located
at 80 South Eighth Street,  Minneapolis,  MN 55402. Its statutory address is 100
Capitol  Center  South,  201  North  Illinois  Street,  Indianapolis,  IN 46204.
American Enterprise Life conducts a conventional life insurance business.

<PAGE>

Legal proceedings

A number of  lawsuits  have been  filed  against  life and  health  insurers  in
jurisdictions  in which American  Enterprise Life and 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.

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

                                     1999           1998           1997                 1996                  1995
Net investment income                $   ______     $   340,219    $  332,268       $   271,719          $   223,706

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

Other                                ________                           6,329             5,753                4,214
                                                    ---------      --------------    --------------       --------------
                                                         7,662
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
                                     ========       ==========     ==========        ==========           ==========
</TABLE>

[To be updated upon amendment]

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]

<PAGE>

Risk Management
[To be updated upon amendment]

Liquidity and Capital Resources
[To be updated upon amendment]

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 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 interaction 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
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.  At 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,  [___],  [__]% 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  [____]  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).



<PAGE>


[To be updated upon amendment]

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.

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,   assured  assets  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.


<PAGE>


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

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:

[To be updated by life external reports]

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.

<PAGE>

Experts

Ernst & Young LLP, independent  auditors,  have audited the 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.......................................
Calculating Annuity Payouts...................................
Rating Agencies...............................................
Principal Underwriter.........................................
Independent Auditors..........................................
Financial Statements..........................................

<PAGE>

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

[  ] American Express Signature Variable AnnuitySM
[  ] American Express Variable Portfolio Funds
[  ] AIM Variable Insurance Funds, Inc.
[  ] Alliance Variable Products Series Fund
[  ] Baron Capital Funds
[  ] Fidelity Variable Insurance Products Funds - 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 Trust SM
[  ] Putnam Variable Trust
[  ] Royce Capital Fund
[  ] Third Avenue Variable Series Trust
[  ] Wanger Advisors Trust
[  ] Warburg Pincus Trust

Mail your request to:

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

We will mail your request to:

Your name______________________________________________________________________

Address_________________________________________________________________________

City___________________________________________ State_______________ Zip________

<PAGE>


American Express Signature Variable Annuity
American Enterprise Variable Annuity Account



                       STATEMENT OF ADDITIONAL INFORMATION

                                       for

                  AMERICAN EXPRESS SIGNATURE 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 you can
obtain from your sales representative or by writing or calling us at the address
or telephone  number  below.  The  prospectus is  incorporated  into this SAI by
reference.

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

<PAGE>

                                TABLE OF CONTENTS

Performance Information.........................................................

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

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

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

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

Financial Statements............................................................

<PAGE>

PERFORMANCE INFORMATION

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

Average Annual Total Return

We will express quotations of average annual total return for the subaccounts in
terms  of the  average  annual  compounded  rate  of  return  of a  hypothetical
investment  in the  contract  over a period of one,  five and ten years (or,  if
less, up to the life of the subaccounts),  calculated according to the following
formula:

              P(1+T)n = ERV

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

We  calculated  the  following  performance  figures on the basis of  historical
performance  of  each  fund.  We show  actual  performance  from  the  date  the
subaccounts  began  investing  in the  funds.  For some  subaccounts,  we do not
provide any  performance  information  because they are new and have not had any
activity to date. We also show  performance  from the  commencement  date of the
funds  as if  the  contract  existed  at  that  time,  which  it did  not.  Past
performance does not guarantee future results.

<PAGE>

Average Annual Total Return For Annuities Without  Withdrawal For Periods Ending
Dec. 31. 1999
<TABLE>
<CAPTION>

                                                                  Performance Since
                                                                 Commencement of the                 Performance Since
                                                                    Subaccount**                Commencement of the Fund**
<S>        <C>                                                 <C>        <C>            <C>     <C>     <C>       <C>
                                                                              Since                                    Since
Subaccount  Investing In:                                       1 Year     Commencement   1 Year  5 Years 10 Years  Commencement
- - - ----------  -------------                                       ------     ------------   ------  ------- --------  ------------
            AXPSM VARIABLE PORTFOLIO
                 Blue Chip Advantage Fund (_/_;_/_)*              --%           --%         --%     --%     --%         --%
ESI              Bond Fund (2/95;10/81)                           --            --          --      --       --          --
ECR              Capital Resource Fund (2/95;10/81)               --            --          --      --       --          --
EMS              Cash Management Fund (2/95;10/81)                --            --          --      --       --          --
                 Diversified Equity Income Fund (_/_;_/_)         --            --          --      --       --          --
EIA              Extra Income Fund (7/99;5/96)                    --            --          --      --       --          --
                 Federal Income Fund (_/_;_/_)                    --            --          --      --       --          --
                 Growth Fund (_/_;_/_)                            --            --          --      --       --          --
EMG              Managed Fund (2/95;4/86)                         --            --          --      --       --          --
EGD              New Dimensions Fund (10/97, 5/96)                --            --          --      --       --          --
                 Small Cap Advantage Fund  (_/_;_/_)              --            --          --      --       --          --

            AIM V.I.
ECA              Capital Appreciation Fund (7/99;5/93)            --            --          --      --       --          --
ECD              Capital Development Fund (8/99;5/98)             --            --          --      --       --          --
EVA              Value Fund (10/97;5/93)                          --            --          --      --       --          --
            ALLIANCE VP
EPP              Premier Growth Portfolio (Class B)               --            --          --      --       --          --
                 (8/99;6/99)
ETC              Technology Portfolio (Class B) (8/99,6/99)       --            --          --      --       --          --
EHG              U.S. Government/High Grade Securities            --            --          --      --       --          --
                    Portfolio (Class B) (8/99;6/99)
            BARON
EAS              Capital Asset Fund (8/99;10/98)                  --            --          --      --       --          --
            FIDELITY VIP
EFG          III Growth & Income Portfolio (Service Class)        --            --          --      --       --          --
                 (8/99;12/96)
EFM          III Mid Cap Portfolio (Service Class)                --            --          --      --       --          --
                 (7/99;12/98)
EFO              Overseas Portfolio (Service Class)               --            --          --      --       --          --
                 (7/99;12/87)
            FRANKLIN TEMPLETON VIP TRUST
ERE              Franklin Real Estate Securities Fund -           --            --          --      --       --          --
                 Class 2 (8/99;1/99)
WMU              Mutual Shares Securities Fund - Class 2          --            --          --      --       --          --
                 (8/99;1/99)
EIS              Templeton International Smaller Companies        --            --          --      --       --          --
                 Fund - Class 2 (8/99;1/99)
            GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT)
JCG              Capital Growth Fund (5/99;4/98)                  --            --          --      --       --          --
JUS              COREsm U.S. Equity Fund (5/99;2/98)              --            --          --      --       --          --
JGL              Global Income Fund (5/99;1/98)                   --            --          --      --       --          --
JIF              International Equity Fund (5/99;1/98)            --            --          --      --       --          --
                 Internet Tollkeeper Fund (_/_;_/_)+              --            --          --      --       --          --
            Janus Aspen Series
                 Aggressive Growth Portfolio: Service             --            --          --      --       --          --
                 Shares (_/_;_/_)/
                 Growth Portfolio: Service Shares (_/_;_/_)       --            --          --      --       --          --
                 International Growth Portfolio (_/_;_/_)         --            --          --      --       --          --
</TABLE>

*(Commencement date of the subaccount; Commencement date of the fund)
   **Current applicable  charges  deducted from fund  performance  include a $30
       annual contract administrative charge, a 1.25% mortality and expense risk
       fee,  a 0.15%  variable  account  administrative  charge  and  applicable
       withdrawal  charge.  Premium  taxes  are not  reflected  in  these  total
       returns.
         +Fund had not commenced operations as of Dec. 31, 1999.

[To be updated upon amendment.]

<PAGE>

Average Annual Total Return For Annuities Without  Withdrawal For Periods Ending
Dec. 31. 1999 (continued)
<TABLE>
<CAPTION>


                                                                  Performance Since
                                                                 Commencement of the                 Performance Since
                                                                    Subaccount**                Commencement of the Fund**
<S>        <C>                                                 <C>        <C>            <C>     <C>     <C>       <C>
                                                                               Since                                   Since
Subaccount  Investing In:                                       1 Year     Commencement   1 Year  5 Years 10 Years  Commencement
- - - ----------  -------------                                       ------     ------------   ------  ------- --------  ------------
            J.P. MORGAN SERIES TRUST II
EDE              U.S. Disciplined Equity Portfolio                --%           --%         --%     --%     --%         --%
                 (8/99;12/94)*
            LAZARD RETIREMENT SERIES INC.
ERQ              Equity Portfolio (8/99;3/98)                     --            --          --      --       --          --
ERI              International Equity Portfolio (8/99;9/98)       --            --          --      --       --          --
            MFS (R) VARIABLE INSURANCE TRUSTSM (VIT)
END              New Discovery Series (7/99;5/98)                 --            --          --      --       --          --
ERS              Research Series (7/99;7/95)                      --            --          --      --       --          --
RUT              Utilities Series (7/99;1/95)                     --            --          --      --       --          --
            PUTNAM VARIABLE TRUST
EPG              Putnam VT Growth and Income Fund - Class         --            --          --      --       --          --
                 IB*** (10/98;2/88)
EPL              Putnam VT International Growth Fund -            --            --          --      --       --          --
                 Class IB*** (8/99;1/97)
EPN              Putnam VT International New Opportunities        --            --          --      --       --          --
                 Fund - Class IB*** (8/99;1/97)
            ROYCE
EMC              Micro-Cap Portfolio (8/99;12/96)                 --            --          --      --       --          --
EPR              Premier Portfolio (8/99;12/96)                   --            --          --      --       --          --
            THIRD AVENUE
                 Value Portfolio (_/_;_/_)                        --            --          --      --       --          --
            WANGER
EIC              International Small Cap (8/99;5/95)              --            --          --      --       --          --
EUC              U.S. Small Cap (8/99;5/95)                       --            --          --      --       --          --
            WARBURG PINCUS TRUST
EEG              Emerging Growth Portfolio (8/99;7/99)            --            --          --      --       --          --
</TABLE>

*(Commencement date of the subaccount; Commencement date of the fund)
   **Current applicable  charges  deducted from fund  performance  include a $30
        annual  contract  administrative  charge,  a 1.25% mortality and expense
        risk fee, a 0.15% variable account  administrative charge and applicable
        withdrawal  charge.  Premium  taxes  are not  reflected  in these  total
        returns.
  ***Performance  information  for Class IB shares  are based on Class IA shares
adjusted to reflect payments made under the Class IB distribution Plan.

[To be updated upon amendment.]

<PAGE>

Average  Annual Total Return For Annuities  With  Withdrawal  For Periods Ending
Dec. 31. 1999
<TABLE>
<CAPTION>

                                                                  Performance Since
                                                                 Commencement of the                 Performance Since
                                                                    Subaccount**                Commencement of the Fund**
<S>        <C>                                                 <C>        <C>            <C>     <C>     <C>       <C>
                                                                               Since                                   Since
Subaccount  Investing In:                                       1 Year     Commencement   1 Year  5 Years 10 Years  Commencement
- - - ----------  -------------                                       ------     ------------   ------  ------- --------  ------------
            AXPSM VARIABLE PORTFOLIO
                 Blue Chip Advantage Fund (_/_;_/_)*              --%           --%         --%     --%     --%         --%
ESI              Bond Fund (2/95;10/81)                           --            --          --      --       --          --
ECR              Capital Resource Fund (2/95;10/81)               --            --          --      --       --          --
EMS              Cash Management Fund (2/95;10/81)                --            --          --      --       --          --
                 Diversified Equity Income Fund (_/_;_/_)         --            --          --      --       --          --
EIA              Extra Income Fund (7/99;5/96)                    --            --          --      --       --          --
                 Federal Income Fund (_/_;_/_)                    --            --          --      --       --          --
                 Growth Fund (_/_;_/_)                            --            --          --      --       --          --
EMG              Managed Fund (2/95;4/86)                         --            --          --      --       --          --
EGD              New Dimensions Fund (10/97, 5/96)                --            --          --      --       --          --
                 Small Cap Advantage Fund  (_/_;_/_)              --            --          --      --       --          --

            AIM V.I.
ECA              Capital Appreciation Fund (7/99;5/93)            --            --          --      --       --          --
ECD              Capital Development Fund (8/99;5/98)             --            --          --      --       --          --
EVA              Value Fund (10/97;5/93)                          --            --          --      --       --          --
            ALLIANCE VP
EPP              Premier Growth Portfolio (Class B)               --            --          --      --       --          --
                 (8/99;6/99)
ETC              Technology Portfolio (Class B) (8/99,6/99)       --            --          --      --       --          --
EHG              U.S. Government/High Grade Securities            --            --          --      --       --          --
                    Portfolio (Class B) (8/99;6/99)
            BARON
EAS              Capital Asset Fund (8/99;10/98)                  --            --          --      --       --          --
            FIDELITY VIP
EFG          III Growth & Income Portfolio (Service Class)        --            --          --      --       --          --
                 (8/99;12/96)
EFM          III Mid Cap Portfolio (Service Class)                --            --          --      --       --          --
                 (7/99;12/98)
EFO              Overseas Portfolio (Service Class)               --            --          --      --       --          --
                 (7/99;12/87)
            FRANKLIN TEMPLETON VIP TRUST
ERE              Franklin Real Estate Securities Fund -           --            --          --      --       --          --
                 Class 2 (8/99;1/99)
WMU              Mutual Shares Securities Fund - Class 2          --            --          --      --       --          --
                 (8/99;1/99)
EIS              Templeton International Smaller Companies        --            --          --      --       --          --
                 Fund - Class 2 (8/99;1/99)
            GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT)
JCG              Capital Growth Fund (5/99;4/98)                  --            --          --      --       --          --
JUS              COREsm U.S. Equity Fund (5/99;2/98)              --            --          --      --       --          --
JGL              Global Income Fund (5/99;1/98)                   --            --          --      --       --          --
JIF              International Equity Fund (5/99;1/98)            --            --          --      --       --          --
                 Internet Tollkeeper Fund (_/_;_/_)+              --            --          --      --       --          --
            Janus Aspen Series
                 Aggressive Growth Portfolio: Service             --            --          --      --       --          --
                 Shares (_/_;_/_)/
                 Growth Portfolio: Service Shares (_/_;_/_)       --            --          --      --       --          --
                 International Growth Portfolio (_/_;_/_)         --            --          --      --       --          --
</TABLE>

*(Commencement date of the subaccount; Commencement date of the fund)
   **Current applicable  charges  deducted from fund  performance  include a $30
       annual contract administrative charge, a 1.25% mortality and expense risk
       fee,  a 0.15%  variable  account  administrative  charge  and  applicable
       withdrawal  charge.  Premium  taxes  are not  reflected  in  these  total
       returns.
         +Fund had not commenced operations as of Dec. 31, 1999.

[To be updated upon amendment.].

<PAGE>

Average  Annual Total Return For Annuities  With  Withdrawal  For Periods Ending
Dec. 31. 1999 (continued)
<TABLE>
<CAPTION>

                                                                  Performance Since
                                                                 Commencement of the                 Performance Since
                                                                    Subaccount**                Commencement of the Fund**
<S>        <C>                                                 <C>        <C>            <C>     <C>     <C>       <C>
                                                                               Since                                   Since
Subaccount  Investing In:                                       1 Year     Commencement   1 Year  5 Years 10 Years  Commencement
- - - ----------  -------------                                       ------     ------------   ------  ------- --------  ------------
            J.P. MORGAN SERIES TRUST II
EDE              U.S. Disciplined Equity Portfolio                --%           --%         --%     --%     --%         --%
                 (8/99;12/94)*
            LAZARD RETIREMENT SERIES INC.
ERQ              Equity Portfolio (8/99;3/98)                     --            --          --      --       --          --
ERI              International Equity Portfolio (8/99;9/98)       --            --          --      --       --          --
            MFS (R) VARIABLE INSURANCE TRUSTSM (VIT)
END              New Discovery Series (7/99;5/98)                 --            --          --      --       --          --
ERS              Research Series (7/99;7/95)                      --            --          --      --       --          --
RUT              Utilities Series (7/99;1/95)                     --            --          --      --       --          --
            PUTNAM VARIABLE TRUST
EPG              Putnam VT Growth and Income Fund - Class         --            --          --      --       --          --
                 IB*** (10/98;2/88)
EPL              Putnam VT International Growth Fund -            --            --          --      --       --          --
                 Class IB*** (8/99;1/97)
EPN              Putnam VT International New Opportunities        --            --          --      --       --          --
                 Fund - Class IB*** (8/99;1/97)
            ROYCE
EMC              Micro-Cap Portfolio (8/99;12/96)                 --            --          --      --       --          --
EPR              Premier Portfolio (8/99;12/96)                   --            --          --      --       --          --
            THIRD AVENUE
                 Value Portfolio (_/_;_/_)                        --            --          --      --       --          --
            WANGER
EIC              International Small Cap (8/99;5/95)              --            --          --      --       --          --
EUC              U.S. Small Cap (8/99;5/95)                       --            --          --      --       --          --
            WARBURG PINCUS TRUST
EEG              Emerging Growth Portfolio (8/99;7/99)            --            --          --      --       --          --
</TABLE>

*(Commencement date of the subaccount; Commencement date of the fund)
   **Current applicable  charges  deducted from fund  performance  include a $30
        annual  contract  administrative  charge,  a 1.25% mortality and expense
        risk fee, a 0.15% variable account  administrative charge and applicable
        withdrawal  charge.  Premium  taxes  are not  reflected  in these  total
        returns.
  ***Performance  information  for Class IB shares  are based on Class IA shares
adjusted to reflect payments made under the Class IB distribution Plan.

[To be updated upon amendment.]

<PAGE>

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

                                                                  Performance Since
                                                                 Commencement of the                 Performance Since
                                                                    Subaccount**                Commencement of the Fund**
<S>        <C>                                                 <C>        <C>            <C>     <C>     <C>       <C>
                                                                               Since                                   Since
Subaccount  Investing In:                                       1 Year     Commencement   1 Year  5 Years 10 Years  Commencement
- - - ----------  -------------                                       ------     ------------   ------  ------- --------  ------------
            AXPSM VARIABLE PORTFOLIO
                 Blue Chip Advantage Fund (_/_;_/_)*              --%           --%         --%     --%     --%         --%
                 Bond Fund (2/95;10/81)                           --            --          --      --       --          --
                 Capital Resource Fund (2/95;10/81)               --            --          --      --       --          --
                 Cash Management Fund (2/95;10/81)                --            --          --      --       --          --
                 Diversified Equity Income Fund (_/_;_/_)         --            --          --      --       --          --
                 Extra Income Fund (7/99;5/96)                    --            --          --      --       --          --
                 Federal Income Fund (_/_;_/_)                    --            --          --      --       --          --
                 Growth Fund (_/_;_/_)                            --            --          --      --       --          --
                 Managed Fund (2/95;4/86)                         --            --          --      --       --          --
                 New Dimensions Fund (10/97, 5/96)                --            --          --      --       --          --
                 Small Cap Advantage Fund  (_/_;_/_)              --            --          --      --       --          --

            AIM V.I.
                 Capital Appreciation Fund (7/99;5/93)            --            --          --      --       --          --
                 Capital Development Fund (8/99;5/98)             --            --          --      --       --          --
                 Value Fund (10/97;5/93)                          --            --          --      --       --          --
            ALLIANCE VP
                 Premier Growth Portfolio (Class B)               --            --          --      --       --          --
                 (8/99;6/99)
                 Technology Portfolio (Class B) (8/99,6/99)       --            --          --      --       --          --
                 U.S. Government/High Grade Securities            --            --          --      --       --          --
                    Portfolio (Class B) (8/99;6/99)
            BARON
                 Capital Asset Fund (8/99;10/98)                  --            --          --      --       --          --
            FIDELITY VIP
             III Growth & Income Portfolio (Service Class)        --            --          --      --       --          --
                 (8/99;12/96)
             III Mid Cap Portfolio (Service Class)                --            --          --      --       --          --
                 (7/99;12/98)
                 Overseas Portfolio (Service Class)               --            --          --      --       --          --
                 (7/99;12/87)
            FRANKLIN TEMPLETON VIP TRUST
                 Franklin Real Estate Securities Fund -           --            --          --      --       --          --
                 Class 2 (8/99;1/99)
                 Mutual Shares Securities Fund - Class 2          --            --          --      --       --          --
                 (8/99;1/99)
                 Templeton International Smaller Companies        --            --          --      --       --          --
                 Fund - Class 2 (8/99;1/99)
            GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT)
                 Capital Growth Fund (5/99;4/98)                  --            --          --      --       --          --
                 COREsm U.S. Equity Fund (5/99;2/98)              --            --          --      --       --          --
                 Global Income Fund (5/99;1/98)                   --            --          --      --       --          --
                 International Equity Fund (5/99;1/98)            --            --          --      --       --          --
                 Internet Tollkeeper Fund (_/_;_/_)+              --            --          --      --       --          --
            Janus Aspen Series
                 Aggressive Growth Portfolio: Service             --            --          --      --       --          --
                 Shares (_/_;_/_)/
                 Growth Portfolio: Service Shares (_/_;_/_)       --            --          --      --       --          --
                 International Growth Portfolio (_/_;_/_)         --            --          --      --       --          --
</TABLE>

 *   (Commencement date of the subaccount; Commencement date of the fund)
**   Current  applicable  charges deducted from fund  performance  include a $30
     annual contract  administrative  charge, a 1.25% mortality and expense risk
     fee, 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.
 +   Fund had not commenced operations as of Dec. 31, 1999.

[To be updated upon amendment.].

<PAGE>

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

                                                                  Performance Since
                                                                 Commencement of the                 Performance Since
                                                                    Subaccount**                Commencement of the Fund**
<S>        <C>                                                 <C>        <C>            <C>     <C>     <C>       <C>
                                                                               Since                                   Since
Subaccount  Investing In:                                       1 Year     Commencement   1 Year  5 Years 10 Years  Commencement
- - - ----------  -------------                                       ------     ------------   ------  ------- --------  ------------
            J.P. MORGAN SERIES TRUST II
                 U.S. Disciplined Equity Portfolio                --%           --%         --%     --%     --%         --%
                 (8/99;12/94)*
            LAZARD RETIREMENT SERIES INC.
                 Equity Portfolio (8/99;3/98)                     --            --          --      --       --          --
                 International Equity Portfolio (8/99;9/98)       --            --          --      --       --          --
            MFS (R) VARIABLE INSURANCE TRUSTSM (VIT)
                 New Discovery Series (7/99;5/98)                 --            --          --      --       --          --
                 Research Series (7/99;7/95)                      --            --          --      --       --          --
                 Utilities Series (7/99;1/95)                     --            --          --      --       --          --
            PUTNAM VARIABLE TRUST
                 Putnam VT Growth and Income Fund - Class         --            --          --      --       --          --
                 IB*** (10/98;2/88)
                 Putnam VT International Growth Fund -            --            --          --      --       --          --
                 Class IB*** (8/99;1/97)
                 Putnam VT International New Opportunities        --            --          --      --       --          --
                 Fund - Class IB*** (8/99;1/97)
            ROYCE
                 Micro-Cap Portfolio (8/99;12/96)                 --            --          --      --       --          --
                 Premier Portfolio (8/99;12/96)                   --            --          --      --       --          --

            THIRD AVENUE
                 Value Portfolio (_/_;_/_)                        --            --          --      --       --          --

            WANGER
                 International Small Cap (8/99;5/95)              --            --          --      --       --          --
                 U.S. Small Cap (8/99;5/95)                       --            --          --      --       --          --
            WARBURG PINCUS TRUST
                 Emerging Growth Portfolio (8/99;7/99)            --            --          --      --       --          --
</TABLE>

*(Commencement date of the subaccount; Commencement date of the fund)
   **Current  applicable  charges deducted from fund  performance  include a $30
   annual  contract  administrative  charge,  a 1.25% mortality and expense risk
   fee, a 0.15%  variable  account  administrative  charge,  a 0.35 % Guaranteed
   Minimum  Income  Benefit  Rider  (6%  Accumulation   Benefit  Base)  fee  and
   applicable withdrawal charge.  Premium taxes are not reflected in these total
   returns.
  ***Performance  information  for Class IB shares  are based on Class IA shares
adjusted to reflect payments made under the Class IB distribution Plan.

[To be updated upon amendment.]

<PAGE>

Average Annual Total Return For Annuities  With  Withdrawal and Selection of the
Guaranteed  Minumum  Income  Benefit  Rider (6%  Accumulation  Benefit Base) For
Periods Ending Dec. 31. 1999
<TABLE>
<CAPTION>

                                                                  Performance Since
                                                                 Commencement of the                 Performance Since
                                                                    Subaccount**                Commencement of the Fund**
<S>        <C>                                                 <C>        <C>            <C>     <C>     <C>       <C>
                                                                               Since                                   Since
Subaccount  Investing In:                                       1 Year     Commencement   1 Year  5 Years 10 Years  Commencement
- - - ----------  -------------                                       ------     ------------   ------  ------- --------  ------------
            AXPSM VARIABLE PORTFOLIO
                 Blue Chip Advantage Fund (_/_;_/_)*              --%           --%         --%     --%     --%         --%
                 Bond Fund (2/95;10/81)                           --            --          --      --       --          --
                 Capital Resource Fund (2/95;10/81)               --            --          --      --       --          --
                 Cash Management Fund (2/95;10/81)                --            --          --      --       --          --
                 Diversified Equity Income Fund (_/_;_/_)         --            --          --      --       --          --
                 Extra Income Fund (7/99;5/96)                    --            --          --      --       --          --
                 Federal Income Fund (_/_;_/_)                    --            --          --      --       --          --
                 Growth Fund (_/_;_/_)                            --            --          --      --       --          --
                 Managed Fund (2/95;4/86)                         --            --          --      --       --          --
                 New Dimensions Fund (10/97, 5/96)                --            --          --      --       --          --
                 Small Cap Advantage Fund  (_/_;_/_)              --            --          --      --       --          --

            AIM V.I.
                 Capital Appreciation Fund (7/99;5/93)            --            --          --      --       --          --
                 Capital Development Fund (8/99;5/98)             --            --          --      --       --          --
                 Value Fund (10/97;5/93)                          --            --          --      --       --          --
            ALLIANCE VP
                 Premier Growth Portfolio (Class B)               --            --          --      --       --          --
                 (8/99;6/99)
                 Technology Portfolio (Class B) (8/99,6/99)       --            --          --      --       --          --
                 U.S. Government/High Grade Securities            --            --          --      --       --          --
                    Portfolio (Class B) (8/99;6/99)
            BARON
                 Capital Asset Fund (8/99;10/98)                  --            --          --      --       --          --
            FIDELITY VIP
             III Growth & Income Portfolio (Service Class)        --            --          --      --       --          --
                 (8/99;12/96)
             III Mid Cap Portfolio (Service Class)                --            --          --      --       --          --
                 (7/99;12/98)
                 Overseas Portfolio (Service Class)               --            --          --      --       --          --
                 (7/99;12/87)
            FRANKLIN TEMPLETON VIP TRUST
                 Franklin Real Estate Securities Fund -           --            --          --      --       --          --
                 Class 2 (8/99;1/99)
                 Mutual Shares Securities Fund - Class 2          --            --          --      --       --          --
                 (8/99;1/99)
                 Templeton International Smaller Companies        --            --          --      --       --          --
                 Fund - Class 2 (8/99;1/99)
            GOLDMAN SACHS VARIABLE INSURANCE TRUST (VIT)
                 Capital Growth Fund (5/99;4/98)                  --            --          --      --       --          --
                 COREsm U.S. Equity Fund (5/99;2/98)              --            --          --      --       --          --
                 Global Income Fund (5/99;1/98)                   --            --          --      --       --          --
                 International Equity Fund (5/99;1/98)            --            --          --      --       --          --
                 Internet Tollkeeper Fund (_/_;_/_)+              --            --          --      --       --          --
            Janus Aspen Series
                 Aggressive Growth Portfolio: Service             --            --          --      --       --          --
                 Shares (_/_;_/_)/
                 Growth Portfolio: Service Shares (_/_;_/_)       --            --          --      --       --          --
                 International Growth Portfolio (_/_;_/_)         --            --          --      --       --          --
</TABLE>

 *(Commencement date of the subaccount; Commencement date of the fund)
**Current  applicable  charges deducted from fund  performance  include a $30
   annual  contract  administrative  charge,  a 1.25% mortality and expense risk
   fee, 0.15% variable account administrative charge, a 0.35% Guaranteed Minimum
   Income  Benefit  Rider (6%  Accumulation  Benefit  Base)  fee and  applicable
   withdrawal charge. Premium taxes are not reflected in these total returns.
  +Fund had not commenced operations as of Dec. 31, 1999.

[To be updated upon amendment.].

<PAGE>

Average Annual Total Return For Annuities  With  Withdrawal and Selection of the
Guaranteed  Minumum  Income  Benefit  Rider (6%  Accumulation  Benefit Base) For
Periods Ending Dec. 31. 1999 (continued)
<TABLE>
<CAPTION>

                                                                  Performance Since

                                                                 Commencement of the                 Performance Since
                                                                    Subaccount**                Commencement of the Fund**
<S>        <C>                                                 <C>        <C>            <C>     <C>     <C>       <C>
                                                                               Since                                   Since
Subaccount  Investing In:                                       1 Year     Commencement   1 Year  5 Years 10 Years  Commencement
- - - ----------  -------------                                       ------     ------------   ------  ------- --------  ------------
            J.P. MORGAN SERIES TRUST II
                 U.S. Disciplined Equity Portfolio                --%           --%         --%     --%     --%         --%
                 (8/99;12/94)*
            LAZARD RETIREMENT SERIES INC.
                 Equity Portfolio (8/99;3/98)                     --            --          --      --       --          --
                 International Equity Portfolio (8/99;9/98)       --            --          --      --       --          --
            MFS (R) VARIABLE INSURANCE TRUSTSM (VIT)
                 New Discovery Series (7/99;5/98)                 --            --          --      --       --          --
                 Research Series (7/99;7/95)                      --            --          --      --       --          --
                 Utilities Series (7/99;1/95)                     --            --          --      --       --          --
            PUTNAM VARIABLE TRUST
                 Putnam VT Growth and Income Fund - Class         --            --          --      --       --          --
                 IB*** (10/98;2/88)
                 Putnam VT International Growth Fund -            --            --          --      --       --          --
                 Class IB*** (8/99;1/97)
                 Putnam VT International New Opportunities        --            --          --      --       --          --
                 Fund - Class IB*** (8/99;1/97)
            ROYCE
                 Micro-Cap Portfolio (8/99;12/96)                 --            --          --      --       --          --
                 Premier Portfolio (8/99;12/96)                   --            --          --      --       --          --
            THIRD AVENUE
                 Value Portfolio (_/_;_/_)                        --            --          --      --       --          --
            WANGER
                 International Small Cap (8/99;5/95)              --            --          --      --       --          --
                 U.S. Small Cap (8/99;5/95)                       --            --          --      --       --          --
            WARBURG PINCUS TRUST
                 Emerging Growth Portfolio (8/99;7/99)            --            --          --      --       --          --
</TABLE>

  *(Commencement date of the subaccount; Commencement date of the fund)
  **Current  applicable  charges deducted from fund  performance  include a $30
  annual  contract  administrative  charge,  a 1.25% mortality and expense risk
  fee, a 0.15%  variable  account  administrative  charge,  a 0.35 % Guaranteed
  Minimum  Income  Benefit  Rider  (6%  Accumulation   Benefit  Base)  fee  and
  applicable withdrawal charge.  Premium taxes are not reflected in these total
  returns.
  ***Performance  information  for Class IB shares  are based on Class IA shares
adjusted to reflect payments made under the Class IB distribution Plan.

[To be updated upon amendment.]

<PAGE>

Cumulative Total Return

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

                             ERV - P
                         -----------------
                                P

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

Total  return  figures  reflect the  deduction  of the  withdrawal  charge which
assumes you withdraw the entire contract value at the end of the one-, five- and
ten- year periods (or, if less, up to the life of the  subaccount).  We may also
show  performance  figures  without the  deduction  of a withdrawal  charge.  In
addition,  total return  figures  reflect the deduction of all other  applicable
charges  including  the annual  contract  administrative  charge,  the  variable
account  administrative  charge, the Guaranteed Minimum Income Benefit Rider (6%
Accumulation  Benefit  Base) fee,  the 8%  Performance  Credit 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.

<PAGE>

Annualized Compound Yield

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

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

Annualized Yields Based on the Seven-Day Period Ending Dec. 31, 1998

Subaccount       Investing In                      Simple Yield   Compound Yield
EMS              AXPSM VP - Cash Management Fund        --%            --%
[To be updated upon amendment]

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

Annualized Yield for Subaccounts Investing in Income Funds

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

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

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

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

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

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

<PAGE>

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

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

CALCULATING ANNUITY PAYOUTS

The Variable Account

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

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

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

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

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

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

Subsequent Payouts: To compute later payouts, we multiply:

o    the annuity unit value on the  valuation  date that falls on (or closest to
     the valuation  date that falls before) the seventh  calendar day before the
     payout is due; by

o    the fixed number of annuity units credited to you.

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

o    the net investment factor; and

o    the neutralizing factor.

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

Net Investment Factor

We determine the net investment factor by:

o    adding  the fund's  current  net asset  value per share plus the  per-share
     amount of any accrued  income or capital gain dividends to obtain a current
     adjusted net asset value per share; then

o    dividing that sum by the previous adjusted net asset value per share; and

o    subtracting the percentage  factor  representing  the mortality and expense
     risk fee and the variable account administrative charge from the result.

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

The 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 have selected to begin receiving your annuity payouts; then

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

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

RATING AGENCIES

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

             Rating agency                          Rating

               A.M. Best                              A+
                                                  (Superior)

             Duff & Phelps                           AAA

                Moody's                              Aa2

PRINCIPAL UNDERWRITER

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

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

INDEPENDENT AUDITORS

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

FINANCIAL STATEMENTS
[To be updated upon amendment]

<PAGE>

PART C.

Item 24.          Financial Statements and Exhibits

(a)  Financial  Statements included in Part B 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
     establishing 37 additional  subaccounts  within the separate  account dated
     June  29,  1999,  filed  electronically  as  Exhibit  1.2 to  Pre-Effective
     Amendment  No.  1  to  American   Enterprise   Variable   Annuity   Account
     Registration  Statement No.  333-67595,  filed on or about July 8, 1999, is
     incorporated by reference.

2.   Not applicable.

3.   Form of  Master  General  Agent  Agreement  for  American  Enterprise  Life
     Insurance Company Variable  Annuities (form 9802B) 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 (form 43431) filed  electronically  as
     Exhibit 4.1 to Pre-Effective  Amendment No. 1 to Registration Statement No.
     333-74865 filed on or about Aug. 4, 1999, is incorporated by reference.

4.2  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.

4.3  Form of SEP-IRA Endorsement (form 43433) filed electronically as Exhibit
     4.3  to  Pre-Effective  Amendment  No.  1  to  Registration  Statement  No.
     333-74865 filed on or about Aug. 4, 1999, is incorporated by reference.

4.4  Form of TSA Endorsement (form 43413) filed electronically as Exhibit 4.4 to
     Pre-Effective  Amendment  No. 1 to  American  Enterprise  Variable  Annuity
     Account  Registration  Statement No.  333-67595,  filed on or about July 8,
     1999, is incorporated by reference.

5.   Form of Variable Annuity  Application (form 43432) filed electronically as
     Exhibit 5 to  Pre-Effective  Amendment No. 1 to Registration  Statement No.
     333-74865  filed on or about Aug. 4, 1999,  is  incorporated  by reference.

<PAGE>

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.

8.1  Form  of  Participation   Agreement  among  Royce  Capital  Fund,  Royce  &
     Associates,  Inc. and American  Enterprise Life Insurance  Company  filed
     electronically  as  Exhibit  8.1  to  Pre-Effective   Amendment  No.  1  to
     Registration  Statement  No.  333-74865  filed on or about Aug. 4, 1999, is
     incorporated by reference.

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

8.2(b) Form of Amendment No. 4 to  Participation  Agreement among Putnam Capital
     Manager  Trust,  Putnam  Mutual Funds Corp.  and American  Enterprise  Life
     Insurance  Company  dated  June 15,  1999 filed  electronically  as Exhibit
     8.2(b) to  Pre-Effective  Amendment  No. 1 to  Registration  Statement  No.
     333-74865 filed on or about Aug. 4, 1999, is incorporated by reference.

8.3  Form of Participation  Agreement among Templeton  Variable  Products Series
     Fund,  Franklin  Templeton  Variable  Insurance  Products  Trust,  Franklin
     Templeton Distributors, Inc. and American Enterprise Life Insurance Company
     filed  electronically  as Exhibit 8.3 to  Pre-Effective  Amendment No. 1 to
     Registration  Statement  No.  333-74865  filed on or about Aug. 4, 1999, is
     incorporated by reference.

8.4(a) Copy of  Participation  Agreement among Goldman Sachs Variable  Insurance
     Trust,  Goldman Sachs & Co. and American Enterprise Life Insurance Company,
     dated  April  1,  1999,   filed   electronically   as  Exhibit 8.4(a)  to
     Pre-Effective Amendment No. 1 to Registration Statement No. 333-74865 filed
     on or about Aug. 4, 1999, is incorporated by reference.

8.4(b) Form of  Amendment  1 to  Schedule  2 to  Participation  Agreement  among
     Goldman Sachs Variable  Insurance  Trust,  Goldman Sachs & Co. and American
     Enterprise Life Insurance Company filed electronically as Exhibit 8.4(b) to
     Pre-Effective Amendment No. 1 to Registration Statement No. 333-74865 filed
     on or about Aug. 4, 1999, is incorporated by reference.

8.4(c) Form of  Amendment  1 to  Schedule  3 to  Participation  Agreement  among
     Goldman Sachs Variable  Insurance  Trust,  Goldman Sachs & Co. and American
     Enterprise Life Insurance Company filed electronically as Exhibit 8.4(c) to
     Pre-Effective Amendment No. 1 to Registration Statement No. 333-74865 filed
     on or about Aug. 4, 1999, is incorporated by reference.

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

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

14.  Power of Attorney  to sign this  Post-Effective  Amendment,  dated July 29,
     1999,  filed   electronically  as  Exhibit  15.3  to  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

<PAGE>

     IDS Insurance Agency of North Carolina Inc.                                        North Carolina
     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; IDS Certificate  Company;  Strategist Income
         Fund, Inc.;  Strategist Growth Fund, Inc.; Strategist Growth and Income
         Fund, Inc.;  Strategist World Fund, Inc. and Strategist Tax-Free Income
         Fund, Inc.

(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           Offices with Registrant
                                       Underwriter
- - - -------------------------------------- ----------------------------------- -----------------------------------

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

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

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

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

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

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

<PAGE>
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

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

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
2200 Douglas Blvd.                      California/Western Nevada
Suite 200, Bldg. B
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

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

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

Item 29(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>

<PAGE>


Item 30.                            Location of Accounts and Records

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

Item 31.     Management Services

             Not applicable.

Item 32. Undertakings

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

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

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

         (d)      Registrant represents that it is relying upon the no-action
                  assurance given to the American Council of Life Insurance
                 (pub. avail. Nov. 28, 1998). Further, Registrant represents
                  that it has complied with the provisions of paragraphs (1)-(4)
                  of that no-action letter.

         (e)      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  Registration  Statement  to be signed on its behalf by the
undersigned,  thereunto duly authorized in the City of Minneapolis, and State of
Minnesota, on the 28th day of 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*             Director and Chairman of the Board
     Richard W. Kling

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

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

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

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

<PAGE>


*Signed pursuant to Power of Attorney, dated July 29, 1999, filed electronically
as Exhibit 15 to 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. 1 TO REGISTRATION STATEMENT

This  Post-Effective   Amendment  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.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission