AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT
485BPOS, 2000-10-03
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-4


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

   Pre-Effective Amendment No.                                               [ ]

   Post-Effective Amendment No.  2               (File No. 333-82149)        [X]
                              ---------

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   Amendment No.   4         (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)

829 AXP Financial Center, Minneapolis, MN                                 55474
--------------------------------------------------------------------------------
(Address of Depositor's Principal Executive Offices)                 (Zip Code)

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

       Mary Ellyn Minenko, 200 AXP Financial Center, Minneapolis, MN 55474
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

It is proposed that this filing will become effective (check  appropriate box)
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on Oct. 3,  2000  pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing  pursuant to  paragraph  (a)(1) of Rule 485
[ ] on (date)  pursuant to paragraph (a)(1) of Rule 485

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

The  Prospectus  and Statement of Additional  Information  filed  electronically
herewith  are  not  intended  to  supersede  the  Prospectus  and  Statement  of
Additional Information filed with Post-Effective Amendment No. 1 to Registration
Statement No. 333-82149, filed on or about April 27, 2000.

<PAGE>

Prospectus

Oct. 3, 2000

American Express(R) Galaxy Premier 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)
           829 AXP Financial Center
           Minneapolis, MN 55474
           Telephone: 800-333-3437

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

o    American Express(R) Variable Portfolio Funds
o    AIM Variable Insurance Funds
o    Fidelity Variable Insurance Products - Service Class
o    Franklin(R)Templeton(R)Variable Insurance Products Trust (FTVIPT) - Class 2
o    Galaxy VIP Funds
o    Janus Aspen Series: Service Shares
o    MFS(R) Variable Insurance TrustSM
o    Putnam Variable Trust - Class IB Shares

Please read the prospectuses carefully and keep them for future reference.  This
contract  is  available  for  nonqualified   annuities,   Individual  Retirement
Annuities  (IRAs)  (including Roth IRAs) and Simplified  Employee  Pension (SEP)
plans.

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

An  investment  in  this  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...................................................................3
The Contract in Brief.......................................................5
Expense Summary.............................................................7
Condensed Financial Information (Unaudited)................................14
Financial Statements.......................................................20
Performance Information....................................................20
The Variable Account and the Funds.........................................22
The Fixed Account..........................................................27
Buying Your Contract.......................................................28
Charges....................................................................31
Valuing Your Investment....................................................35
Making the Most of Your Contract...........................................37
Withdrawals................................................................41
Changing Ownership.........................................................42
Benefits in Case of Death..................................................43
The Annuity Payout Period..................................................46
Taxes......................................................................49
Voting Rights..............................................................51
Substitution of Investments................................................52
About the Service Providers................................................53
Year 2000..................................................................54
Table of Contents of the Statement of Additional Information...............55

<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 that permits you to accumulate money for
retirement by making one or more purchase payments.  It provides for lifetime or
other forms of payouts beginning at a specified time in the future.

Contract  value - The  total  value  of  your  contract  before  we  deduct  any
applicable charges.

Contract year - A period of 12 months,  starting on the  effective  date of your
contract and on each anniversary of the effective date.

Fixed account - An account to which you may allocate purchase payments.  Amounts
you  allocate  to  this   account  earn   interest  at  rates  that  we  declare
periodically.

Funds - Investment  options under your contract.  You may allocate your purchase
payments into subaccounts investing in shares of any or all of these funds.

Owner (you, your) - The person who controls the contract  (decides on investment
allocations,  transfers,  payout options,  etc.).  Usually,  but not always, the
owner is also the annuitant.  The owner is responsible for taxes,  regardless of
whether he or she receives the contract's benefits.

Qualified  annuity - A contract  that you purchase 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 408 A of the Code

o    Simplified Employee Pension (SEP) plans under Section 408(k) 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.

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.

<PAGE>

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 account 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. 22)

o    the  fixed  account,  which  earns  interest  at  a  rate  that  we  adjust
     periodically. (p. 27)

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. 28)

o    Minimum initial purchase payment -

          $5,000 in Texas, Washington and South Carolina;

          $2,000 in all other states

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

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.
You  may  establish  automated  transfers  among  the  accounts.  Fixed  account
transfers are subject to special restrictions. (p. 38)

<PAGE>

Withdrawals:  You may  withdraw all or part of your  contract  value at any time
before  the  retirement   date.  You  also  may  establish   automated   partial
withdrawals.  Withdrawals may be subject to charges and tax penalties (including
a 10% IRS penalty if  withdrawals  are made prior to your  reaching age 59 1/2 )
and may have other tax consequences; also, certain restrictions apply. (p. 41)

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. 42)

Benefits in case of death:  If you or the annuitant die before  annuity  payouts
begin,  we will pay the  beneficiary  an amount at least  equal to the  contract
value. (p. 43)

Annuity  payouts:  You can apply your contract  value to an annuity  payout plan
that begins on the  retirement  date.  You may choose from a variety of plans to
make  sure  that  payouts  continue  as long as you  like.  If you  purchased  a
qualified  annuity,  the  payout  schedule  must  meet the  requirements  of the
qualified plan. We can make payouts on a fixed or variable basis, or both. Total
monthly  payouts may include amounts from each subaccount and the fixed account.
(p. 46)

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. 49)

Charges:

We assess certain charges in connection with your contract:

o    $30 annual contract administrative charge;

o    0.15% variable account administrative charge;

o    1.00%  mortality and expense risk fee (if you allocate money to one or more
     subaccounts)  if death  benefit  Option A applies;  or 1.10%  mortality and
     expense  risk fee (if you  allocate  money to one or more  subaccounts)  if
     death benefit Option B applies;

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.

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 fund  prospectuses for more  information on the operating  expenses for each
fund.

<PAGE>

Contract owner expenses

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

              Years from purchase                 Withdrawal charge
                payment receipt                      percentage
                      1                                  8%
                      2                                  8
                      3                                  7
                      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 assumed
investment rate plus 1.60%.  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 is $50,000 or more on
      the current contract anniversary.

Annual Variable  Account  expenses (as a percentage of average  subaccount value
and will vary depending on the death option that applies):

                                                   Option A          Option B
 Variable account administrative charge              0.15%             0.15%
 Mortality and expense risk fee                      1.00%             1.10%
                                                     -----             -----
 Total annual variable account expenses              1.15%             1.25%

<PAGE>

<TABLE>
<CAPTION>

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

<S>                                                           <C>               <C>          <C>         <C>
                                                                Management       12b-1         Other       Total
                                                                  Fees           Fees         Expenses
AXPSM VARIABLE PORTFOLIO -
  Cash Management Fund                                            .51%           .13            .05        .69%1
  Diversified Equity Income Fund                                  .56%           .13            .26        .95%2
  Emerging Markets Fund                                          1.17%           .13            .45       1.75%2
  Extra Income Fund                                               .62%           .13            .08        .83%1
  Managed Fund                                                    .59%           .13            .04        .76%1
  New Dimensions Fund(R)                                          .61%           .13            .07        .81%1
  S&P 500 Index Fund                                              .29%           .13            .08        .50%2
  Small Cap Advantage Fund                                        .79%           .13            .31       1.23%2
AIM V.I.
  Capital Appreciation Fund                                       .62%           --             .11        .73%3
  Value Fund                                                      .61%           --             .15        .76%3
FIDELITY VIP
  III Balanced Portfolio (Service Class)                          .43%           .10            .14        .67%4
  III Growth & Income Portfolio (Service Class)                   .48%           .10            .12        .70%4
  III Mid Cap Portfolio (Service Class)                           .57%           .10            .40       1.07%5

FTVIPT
  Franklin Small Cap Fund - Class 2                               .55%           .256           .27       1.07%7
  Mutual Shares Securities Fund - Class 2                         .60%           .256           .19       1.04%8
  Templeton International Securities Fund - Class 2               .69%           .256           .19       1.13%9
GALAXY VIP
  Asset Allocation Fund                                           .75%           --             .65       1.40%10
  Columbia High Yield Fund II                                     .60%           --            1.00       1.60%10
  Equity Fund                                                     .75%           --             .65       1.40%10
  Growth and Income Fund                                          .75%           --             .75       1.50%10
  High Quality Bond Fund                                          .55%           --             .35        .90%10
  Small Company Growth Fund                                       .75%           --             .85       1.60%10
JANUS ASPEN SERIES
  Aggressive Growth Portfolio: Service Shares                     .65%           .25            .02        .92%11
  Global Technology Portfolio: Service Shares                     .65%           .25            .13       1.03%11
  Growth Portfolio: Service Shares                                .65%           .25            .02        .92%11
MFS(R) VARIABLE INSURANCE TRUST SM
   Growth with Income Series - Service Class                      .75%           .20            .13       1.08%12,13
  New Discovery Series - Service Class                            .90%           .20            .17       1.27%12,13,14
  Total Return Series - Service Class                             .75%           .20            .15       1.10%12,13
  Utilities Series - Service Class                                .75%           .20            .16       1.11%12,13
PUTNAM VARIABLE TRUST
  Putnam VT Growth and Income Fund - Class IB Shares              .46%           .15            .04        .65%3
  Putnam VT International Growth Fund - Class IB Shares           .80%           .15            .22       1.17%3
  Putnam VT Vista Fund - Class IB Shares                          .65%           .15            .10        .90%3

1   The fund's expense  figures are based on actual expenses for the fiscal year
    ended Aug.  31, 1999  restated to include a Rule 12b-1  distribution  fee of
    .125% that went into effect Sept. 21, 1999.
2   Based on estimated  expenses  after fee waivers and expense  reimbursements.
    Without fee waivers and expense  reimbursements "Other Expenses" and "Total"
    would be 0.39% and 1.08% for AXPSM Variable  Portfolio - Diversified  Equity
    Income Fund, 0.71% and 1.88% for AXPSM Variable Portfolio - Emerging Markets
    Fund, 0.21% and 0.71% for AXPSM Variable  Portfolio - S&P 500 Fund and 0.43%
    and 1.35% for AXPSM Variable Portfolio - Small Cap Advantage Fund.
3   Figures in "Management Fees", "12b-1 Fees", "Other Expenses" and "Total" are
    based on actual expenses for the fiscal year ended Dec. 31, 1999.

<PAGE>

4   A portion of the  brokerage  commissions  that certain funds pay was used to
    reduce fund expenses. In addition,  through arrangements with certain funds'
    custodian,  credits  realized as a result of  uninvested  cash balances were
    used to reduce a portion  of each  applicable  funds'  expenses.  With these
    reductions,  "Other Expenses" and "Total"  presented in the table would have
    been 0.13% and 0.66% for Balanced Portfolio,  and 0.11% and 0.69% for Growth
    & Income Portfolio.
5   FMR agreed to reimburse a portion of Mid Cap Portfolio's expenses during the
    period.   Without  this  reimbursement,   the  Portfolio's  management  fee,
    distribution & service fee (12b-1),  other expenses and total expenses would
    have been 0.57%, 0.10%, 2.47% and 3.41%, respectively.
6   The fund's class 2  distribution  plan or "Rule 12b-1 plan" is described in
    the fund's prospectus.
7   On Feb. 8, 2000 a merger and  reorganization was approved that combined the
    assets of the fund with a similar fund of the Templeton  Variable  Products
    Series  Fund,  effective  May 1, 2000.  On Feb.  8, 2000 fund  shareholders
    approved new  management  fees,  which apply to the combined fund effective
    May 1, 2000.  The table shows restated total expenses based on the new fees
    and  assets  of the fund as of Dec.  31,  1999,  and not the  assets of the
    combined fund.  However,  if the table  reflected both the new fees and the
    combined  assets,  the fund's expenses after May 1, 2000 would be estimated
    as:  Management Fees 0.55%,  12b-1 Fees 0.25%,  Other Expenses  0.27%,  and
    Total 1.07%.
8   On Feb. 8, 2000, a merger and  reorganization was approved that combined the
    fund  with a  similar  fund of  Templeton  Variable  Products  Series  Fund,
    effective May 1, 2000.  The table shows total  expenses  based on the fund's
    assets  as of Dec.  31,  1999,  and not the  assets  of the  combined  fund.
    However,  if the table reflected  combined assets, the fund's expenses after
    May 1, 2000 would be estimated as: Management Fees 0.60%,  12b-1 Fees 0.25%,
    Other Expenses 0.19%, and Total 1.04%.
9   Previously  Templeton  International  Fund.  On Feb.  8, 2000,  shareholders
    approved  a merger  and  reorganization  that  combined  the  fund  with the
    Templeton International Equity Fund, effective May 1, 2000. The shareholders
    of that fund approved new management  fees, which apply to the combined fund
    effective May 1, 2000.  The table shows restated total expenses based on the
    new fees and the assets of the funds as of Dec. 31, 1999, and not the assets
    of the combined fund. However, if the table  reflected both the new fees and
    the  combined  assets,  the  fund's  expenses  after  May 1,  2000  would be
    estimated as: Management Fees 0.65%, 12b-1 Fees 0.25%, Other Expenses 0.20%,
    and Total 1.10%.
10  The  fund's  expense  figures  are based on  estimated  expenses  (after fee
    waivers and expense  reimbursements)  for the fiscal  period  ended Dec. 31,
    2000.  Without fee waivers and expense  reimbursements  "Other Expenses" and
    "Total" would be 2.39% and 2.99% for Galaxy VIP Columbia High Yield Fund II,
    0.50% and 1.05% for  Galaxy VIP High  Quality  Bond Fund and 2.58% and 3.33%
    for Galaxy VIP Small Company Growth Fund.
11  Expenses are based on estimated  expenses that the new Service Class of each
    portfolio  expects to incur in its initial  fiscal year.  All expenses shown
    are without the effects of expense offset arrangements.
12  Each Series has adopted a distribution plan under Rule 12b-1 that permits it
    to pay  marketing  and other fees to support the sales and  distribution  of
    service class (these fees are referred to as distribution fees).
13  Each  series has an expense  offset  arrangement  which  reduces the series'
    custodian  fee based upon the amount of cash  maintained  by the series with
    its  custodian  and dividend  disbursing  agent.  Each series may enter into
    other such  arrangements and directed  brokerage  arrangements,  which would
    also have the effect of reducing the series'  expenses.  "Other Expenses" do
    not take into account these  expense  reductions,  and are therefore  higher
    than the actual expenses of the series.  Had these fee reductions been taken
    into account,  "Net Expenses"  would be lower,  and for service class shares
    would be estimated to be: 1.07% for Growth with Income Series, 1.25% for New
    Discovery  Series,  1.09% for Total Return  Series,  and 1.10% for Utilities
    Series.
14  MFS has contractually agreed, subject to reimbursement, to bear expenses for
    these  series  such that "Other  Expenses"  (after  taking into  account the
    expense offset  arrangement  described  above),  do not exceed the following
    percentages of the average daily net assets of the series during the current
    fiscal year 0.15%  annually.  Without this agreement,  "Other  Expenses" and
    "Total" would be 1.59% and 2.69% for New Discovery Series. These contractual
    fee  arrangements  will continue until at least May 1, 2001,  unless changed
    with the consent of the board of trustees which oversees the series.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Examples:*

You would pay the following  expenses on a $1,000  investment in an annuity with
death benefit Option A and 1.00%  mortality and expense risk fee,  assuming a 5%
annual return and....

                                                           full withdrawal at the                 no withdrawal or selection
                                                           end of each time period                of an annuity payout plan
                                                                                                  at the end of each time period
<S>                                              <C>       <C>       <C>       <C>          <C>       <C>      <C>       <C>
                                                  1 year    3 years   5 years   10 years     1 year    3 years   5 years  10 years

AXPSM VARIABLE PORTFOLIO -
  Cash Management Fund                            $99.55    $130.44   $153.87   $224.55      $19.55    $60.44   $103.87   $224.55
  Diversified Equity Income Fund                  102.21     138.50    167.40    252.05       22.21     68.50    117.40    252.05
  Emerging Markets Fund                           110.41     163.03    208.13    332.37       30.41     93.03    158.13    332.37
  Extra Income Fund                               100.98     134.79    161.18    239.45       20.98     64.79    111.18    239.45
  Managed Fund                                    100.26     132.62    157.53    232.02       20.26     62.62    107.53    232.02
  New Dimensions Fund(R)                          100.78     134.17    160.14    237.33       20.78     64.17    110.14    237.33
  S&P 500 Index Fund                              97.60      124.53    143.89    204.00       17.60     54.53    93.89     204.00
  Small Cap Advantage Fund                        105.08     147.14    181.82    280.90       25.08     77.14    131.82    280.90
AIM V.I.
  Capital Appreciation Fund                       99.96      131.69    155.96    228.83       19.96     61.69    105.96    228.83
  Value Fund                                      100.26     132.62    157.53    232.02       20.26     62.62    107.53    232.02
FIDELITY VIP
  III Balanced Portfolio (Service Class)          99.34      129.82    152.82    222.40       19.34     59.82    102.82    222.40
  III Growth & Income Portfolio (Service Class)   99.65      130.75    154.39    225.62       19.65     60.75    104.39    225.62
  III Mid Cap Portfolio (Service Class)           103.44     142.21    173.60    264.51       23.44     72.21    123.60    264.51
FTVIPT
  Franklin Small Cap Fund - Class 2               103.44     142.21    173.60    264.51       23.44     72.21    123.60    264.51
  Mutual Shares Securities Fund - Class 2         103.13     141.28    172.06    261.41       23.13     71.28    122.06    261.41
  Templeton International Securities Fund -       104.06     144.06    176.69    270.69       24.06     74.06    126.69    270.69
  Class 2
GALAXY VIP
  Asset Allocation Fund                           106.82     152.35    190.48    298.02       26.82     82.35    140.48    298.02
  Columbia High Yield Fund II                        --         --        --        --          --        --        --        --
  Equity Fund                                     106.82     152.35    190.48    298.02       26.82     82.35    140.48    298.02
  Growth and Income Fund                          107.85     155.41    195.55    307.96       27.85     85.41    145.55    307.96
  High Quality Bond Fund                          101.70     136.96    164.81    246.82       21.70     66.96    114.81    246.82
  Small Company Growth Fund                       108.87     158.47    200.60    317.80       28.87     88.47    150.60    317.80
JANUS ASPEN SERIES
  Aggressive Growth Portfolio: Service Shares     101.90     137.58    165.85    248.92       21.90     67.58    115.85    248.92
  Global Technology Portfolio: Service Shares     103.03     140.98    171.54    260.38       23.03     70.98    121.54    260.38
  Growth Portfolio: Service Shares                101.90     137.58    165.85    248.92       21.90     67.58    115.85    248.92
MFS(R) VARIABLE INSURANCE TRUST SM
   Growth with Income Series - Service Class      103.54     142.52    174.12    265.54       23.54     72.52    124.12    265.54
  New Discovery Series - Service Class            105.49     148.36    183.86    284.95       25.49     78.36    133.86    284.95
  Total Return Series - Service Class             103.75     143.13    175.15    267.60       23.75     73.13    125.15    267.60
  Utilities Series - Service Class                103.85     143.44    175.66    268.63       23.85     73.44    125.66    268.63
PUTNAM VARIABLE TRUST
  Putnam VT Growth and Income Fund - Class IB     99.14      129.20    151.78    220.26       19.14     59.20    101.78    220.26
  Shares
  Putnam VT International Growth Fund - Class     104.47     145.29    178.74    274.78       24.47     75.29    128.74    274.78
  IB Shares
  Putnam VT Vista Fund - Class IB Shares          101.70     136.96    164.81    246.82       21.70     66.96    114.81    246.82
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

You would pay the following  expenses on a $1,000  investment in an annuity with
death benefit Option B and 1.10%  mortality and expense risk fee,  assuming a 5%
annual return and....

                                                           total withdrawal at the                no withdrawal or selection
                                                           end of each time period                of an annuity payout plan
                                                                                                  at the end of each time period
<S>                                             <C>       <C>       <C>       <C>          <C>        <C>      <C>      <C>
                                                  1 year   3 years    5 years   10 years     1 year    3 years   5 years  10 years

AXPSM VARIABLE PORTFOLIO -
  Cash Management Fund                           $100.57    $133.55   $159.09   $235.21      $20.57    $63.55   $109.09   $235.21
  Diversified Equity Income Fund                  103.24     141.59    172.57    262.45       23.24     71.59    122.57    262.45
  Emerging Markets Fund                           111.44     166.07    213.13    341.97       31.44     96.07    163.13    341.97
  Extra Income Fund                               102.01     137.89    166.37    249.96       22.01     67.89    116.37    249.96
  Managed Fund                                    101.29     135.72    162.74    242.61       21.29     65.72    112.74    242.61
  New Dimensions Fund(R)                          101.80     137.27    165.33    247.87       21.80     67.27    115.33    247.87
  S&P 500 Index Fund                               98.62     127.64    149.15    214.86       18.62     57.64    99.15     214.86
  Small Cap Advantage Fund                        106.11     150.21    186.92    291.00       26.11     80.21    136.92    291.00
AIM V.I.
  Capital Appreciation Fund                       100.98     134.79    161.18    239.45       20.98     64.79    111.18    239.45
  Value Fund                                      101.29     135.72    162.74    242.61       21.29     65.72    112.74    242.61
FIDELITY VIP
  III Balanced Portfolio (Service Class)          100.37     132.93    158.05    233.09       20.37     62.93    108.05    233.09
  III Growth & Income Portfolio (Service Class)   100.67     133.86    159.61    236.27       20.67     63.86    109.61    236.27
  III Mid Cap Portfolio (Service Class)           104.47     145.29    178.74    274.78       24.47     75.29    128.74    274.78
FTVIPT
  Franklin Small Cap Fund - Class 2               104.47     145.29    178.74    274.78       24.47     75.29    128.74    274.78
  Mutual Shares Securities Fund - Class 2         104.16     144.37    177.20    271.71       24.16     74.37    127.20    271.71
  Templeton International Securities Fund -       105.08     147.14    181.82    280.90       25.08     77.14    131.82    280.90
  Class 2
GALAXY VIP
  Asset Allocation Fund                           107.85     155.41    195.55    307.96       27.85     85.41    145.55    307.96
  Columbia High Yield Fund II                        --         --        --        --          --        --        --        --
  Equity Fund                                     107.85     155.41    195.55    307.96       27.85     85.41    145.55    307.96
  Growth and Income Fund                          108.87     158.47    200.60    317.80       28.87     88.47    150.60    317.80
  High Quality Bond Fund                          102.72     140.05    169.99    257.26       22.72     70.05    119.99    257.26
  Small Company Growth Fund                       109.90    161.51    205.63    327.54       29.90      91.51    155.63    327.54
JANUS ASPEN SERIES
  Aggressive Growth Portfolio: Service Shares     102.93     140.67    171.02    259.34       22.93     70.67    121.02    259.34
  Global Technology Portfolio: Service Shares     104.06     144.06    176.69    270.69       24.06     74.06    126.69    270.69
  Growth Portfolio: Service Shares                102.93     140.67    171.02    259.34       22.93     70.67    121.02    259.34
MFS(R) VARIABLE INSURANCE TRUST SM
   Growth with Income Series - Service Class      104.57     145.60    179.26    275.80       24.57     75.60    129.26    275.80
  New Discovery Series - Service Class            106.52     151.43    188.96    295.02       26.52     81.43    138.96    295.02
  Total Return Series - Service Class             104.77     146.21    180.28    277.84       24.77     76.21    130.28    277.84
  Utilities Series - Service Class                104.88     146.52    180.79    278.86       24.88     76.52    130.79    278.86
PUTNAM VARIABLE TRUST
  Putnam VT Growth and Income Fund - Class IB     100.16     132.31    157.01    230.96       20.16     62.31    107.01    230.96
  Shares
  Putnam VT International Growth Fund - Class     105.49     148.36    183.86    284.95       25.49     78.36    133.86    284.95
  IB Shares
  Putnam VT Vista Fund - Class IB Shares          102.72     140.05    169.99    257.26       22.72     70.05    119.99    257.26

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

You should not  consider  these  examples as  representations  of past or future
expenses. Actual expenses may be more or less than those shown.

<PAGE>

Condensed Financial Information (Unaudited)

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

We have not provided this information for some subaccounts  because they are new
and do not have any history.

Year ended Dec. 31,
                                               1999

Subaccount  PCMG11  (Investing  in shares of AXPSM  Variable  Portfolio  -- Cash
Management Fund)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.01
at end of period

Number of accumulation                          260
units outstanding at end
of period

Ratio of operating                             1.25%
expense to average
net assets

Simple yield3                                  4.62%

Compound yield3                                4.73%

Subaccount  PCMG22  (Investing  in shares of AXPSM  Variable  Portfolio  -- Cash
Management Fund)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.01
at end of period

Number of accumulation                          260
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

Simple yield3                                  4.82%

Compound yield3                                4.93%

<PAGE>

Subaccount  PDEI11   (Investing  in  shares  of  AXPSM  Variable   Portfolio  --
Diversified Equity Income Fund)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.02
at end of period

Number of accumulation                          262
units outstanding at end
of period

Ratio of operating                             1.25%
expense to average
net assets

Subaccount  PDEI22   (Investing  in  shares  of  AXPSM  Variable   Portfolio  --
Diversified Equity Income Fund)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.02
at end of period

Number of accumulation                          262
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

Subaccount  PEXI11  (Investing  in shares of AXPSM  Variable  Portfolio -- Extra
Income Fund)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.03
at end of period

Number of accumulation                          259
units outstanding at end
of period

Ratio of operating                             1.25%
expense to average
net assets

<PAGE>

Subaccount  PEXI22  (Investing  in shares of AXPSM  Variable  Portfolio -- Extra
Income Fund)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.03
at end of period

Number of accumulation                          259
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

Subaccount  PMGD11  (Investing in shares of AXPSM Variable  Portfolio -- Managed
Fund)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.08
at end of period

Number of accumulation                          259
units outstanding at end
of period

Ratio of operating                             1.25%
expense to average
net assets

Subaccount  PMGD22  (Investing in shares of AXPSM Variable  Portfolio -- Managed
Fund)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.08
at end of period

Number of accumulation                          259
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

<PAGE>

Subaccount  PNDM11  (Investing  in shares  of AXPSM  Variable  Portfolio  -- New
Dimensions Fund(R))

Accumulation unit                             $1.00
 value at beginning
of period

Accumulation unit value                       $1.15
at end of period

Number of accumulation                          257
units outstanding at end
of period

Ratio of operating                             1.25%
expense to average
net assets

Subaccount  PNDM22  (Investing  in shares  of AXPSM  Variable  Portfolio  -- New
Dimensions Fund(R))

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.15
at end of period

Number of accumulation                          257
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

Subaccount PSCA11 (Investing in shares of AXPSM Variable  Portfolio -- Small Cap
Advantage Fund)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.11
at end of period

Number of accumulation                          254
units outstanding at end
of period

Ratio of operating                             1.25%
expenses to average
net assets

<PAGE>

Subaccount PSCA22 (Investing in shares of AXPSM Variable  Portfolio -- Small Cap
Advantage Fund)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.11
at end of period

Number of accumulation                          254
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

Subaccount PCAP14(Investing in shares of AIM V.I. Capital Appreciation Fund)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.26
at end of period

Number of accumulation                          251
units outstanding at end
of period

Ratio of operating                             1.25%
expense to average
net assets

Subaccount PCAP25(Investing in shares of AIM V.I. Capital Appreciation Fund)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.26
at end of period

Number of accumulation                          251
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

<PAGE>

Subaccount PVAL14 (Investing in shares of AIM V.I. Value Fund)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.11
at end of period

Number of accumulation                          258
units outstanding at end
of period

Ratio of operating                             1.25%
expense to average
net assets

Subaccount PVAL25(Investing in shares of AIM V.I. Value Fund)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.11
at end of period

Number of accumulation                          258
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

Subaccount PBAL14 (Investing in shares of Fidelity VIP III Balanced  Portfolio -
Service Class)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.02
at end of period

Number of accumulation                          196
units outstanding at end
of period

Ratio of operating                             1.25%
expense to average
net assets

<PAGE>

Subaccount  PBAL25(Investing  in shares of Fidelity VIP III Balanced Portfolio -
Service Class)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.02
at end of period

Number of accumulation                          196
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

Subaccount  PGRI14  (Investing  in shares of  Fidelity  VIP  Growth  and  Income
Portfolio - Service Class)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.03
at end of period

Number of accumulation                          195
units outstanding at end
of period

Ratio of operating                             1.25%
expense to average
net assets

Subaccount  PGRI25(Investing  in shares of  Fidelity  VIP III  Growth and Income
Portfolio - Service Class)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.03
at end of period

Number of accumulation                          195
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

<PAGE>

Subaccount  PMDC14(Investing  in shares of Fidelity VIP III Mid Cap  Portfolio -
Service Class)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.24
at end of period

Number of accumulation                          188
units outstanding at end
of period

Ratio of operating                             1.25%
expense to average
net assets

Subaccount  PMDC25  (Investing in shares of Fidelity VIP III Mid Cap Portfolio -
Service Class)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.24
at end of period

Number of accumulation                          188
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

Subaccount  PSMC14(Investing in shares of FTVIPT Franklin Small Cap Fund - Class
2)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.43
at end of period

Number of accumulation                          243
units outstanding at end
of period

Ratio of operating                             1.25%
expense to average
net assets

<PAGE>

Subaccount  PSMC25(Investing in shares of FTVIPT Franklin Small Cap Fund - Class
2)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.43
at end of period

Number of accumulation                          243
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

Subaccount PMSS14 (Investing in shares of FTVIPT Mutual Shares Securities Fund -
Class 2)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.03
at end of period

Number of accumulation                          260
units outstanding at end
of period

Ratio of operating                             1.25%
expense to average
net assets

Subaccount  PMSS25(Investing in shares of FTVIPT Mutual Shares Securities Fund -
Class 2)

Accumulation unit                             $1.00
 value at beginning
of period

Accumulation unit value                       $1.03
at end of period

Number of accumulation                          260
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

<PAGE>

Subaccount   PINT14(Investing  in  shares  of  FTVIPT  Templeton   International
Securities Fund - Class 2)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.13
at end of period

Number of accumulation                          254
units outstanding at end
of period

Ratio of operating                             1.25%
expense to average
net assets

Subaccount  PINT25  (Investing  in  shares  of  FTVIPT  Templeton  International
Securities Fund - Class 2)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.13
at end of period

Number of accumulation                          254
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

Subaccount  PGIN14  (Investing  in shares of Putnam VT Growth and Income  Fund -
Class IB Shares)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $0.97
at end of period

Number of accumulation                          262
units outstanding at end
of period

Ratio of operating                             1.25%
expense to average
net assets

<PAGE>

Subaccount  PGIN25(Investing  in shares of Putnam VT Growth  and  Income  Fund -
Class IB Shares)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $0.97
at end of period

Number of accumulation                          262
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

Subaccount PIGR14 (Investing in shares of Putnam VT International  Growth Fund -
Class IB Shares)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.29
at end of period

Number of accumulation                          252
units outstanding at end
of period

Ratio of operating                             1.25%
expense to average
net assets

Subaccount PIGR25 (Investing in shares of Putnam VT International  Growth Fund -
Class IB Shares)

Accumulation unit                             $1.00
 value at beginning
of period

Accumulation unit value                       $1.29
at end of period

Number of accumulation                          252
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

<PAGE>

Subaccount  PVIS14  (Investing  in shares  of  Putnam  VT Vista  Fund - Class IB
Shares)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.30
at end of period

Number of accumulation                          253
units outstanding at end
of period

Ratio of operating                             1.25%
expense to average
net assets

Subaccount PVIS25(Investing in shares of Putnam VT Vista Fund - Class IB Shares)

Accumulation unit                             $1.00
value at beginning
of period

Accumulation unit value                       $1.30
at end of period

Number of accumulation                          253
units outstanding at end
of period

Ratio of operating                             1.15%
expense to average
net assets

1  Operations commenced on Nov. 10, 1999.
2  Operations commenced on Nov. 12, 1999.
3  Net of annual contract administrative charge and mortality and expense risk
   fee.
4  Operations commenced on Nov. 9, 1999.
5  Operations commenced on Nov. 11, 1999.

Financial Statements

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

<PAGE>

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.  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:

o    contract administrative charge,

o    variable account administrative charge,

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).  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.

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

Annualized  yield (for  subaccounts  investing in income funds)  divides the net
investment  income  (income less expenses) for each  accumulation  unit during a
given 30-day  period by the value of the unit on the last day of the period.  We
then convert the result to an annual percentage.

You  should  consider  performance   information  in  light  of  the  investment
objectives,  policies,  characteristics  and  quality  of the fund in which  the
subaccount  invests and the market  conditions during the specified time period.
Advertised   yields  and  total  return  figures  include  charges  that  reduce
advertised performance. Therefore, you should not compare subaccount performance
to that of mutual funds that sell their shares directly to the public.  (See the
SAI for a further  description  of methods  used to  determine  total return and
yield.)

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

<PAGE>
<TABLE>
<CAPTION>

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

Subaccount     Investing In            Investment Objectives and Policies          Investment Advisor or Manager
---------------------------------------------------------------------------------------------------------------------
PCMG1          AXPSM Variable          Objective: maximum current income           IDS Life Insurance Company (IDS
PCMG2          Portfolio - Cash        consistent with liquidity and conservation  Life), investment manager;
               Management Fund         of capital. Invests in money market         American Express Financial
                                       securities.                                 Corporation (AEFC) investment
                                                                                   advisor.
---------------------------------------------------------------------------------------------------------------------
PDEI1          AXPSM Variable          Objective: high level of current income     IDS Life, investment manager;
PDEI2          Portfolio -             and, as a secondary goal, steady growth of  AEFC investment advisor.
               Diversified Equity      capital. Invests primarily in
               Income Fund             dividend-paying common and preferred
                                       stocks.
---------------------------------------------------------------------------------------------------------------------
PEMK1          AXPSM Variable          Objective: long-term capital growth.        IDS Life, investment manager;
PEMK2          Portfolio - Emerging    Invests primarily in equity securities of   AEFC investment advisor;
               Markets Fund            companies in emerging markets.              American Express Asset
                                                                                   Management International, Inc.,
                                                                                   a wholly-owned subsidiary of
                                                                                   AEFC, is the sub-investment
                                                                                   advisor.
---------------------------------------------------------------------------------------------------------------------
PEXI1          AXPSM Variable          Objective: high current income, with        IDS Life, investment manager;
PEXI2          Portfolio - Extra       capital growth as a secondary objective.    AEFC investment advisor.
               Income Fund             Invests primarily in high-yielding,
                                       high-risk corporate bonds issued by U.S.
                                       and foreign companies and governments.
---------------------------------------------------------------------------------------------------------------------
PMGD1          AXPSM Variable          Objective: maximum total investment return  IDS Life, investment manager;
PMGD2          Portfolio - Managed     through a combination of capital growth     AEFC investment advisor.
               Fund                    and current income.  Invests primarily in
                                       a  combination  of common  and  preferred
                                       stocks, convertible securities, bonds and
                                       other debt securities.
---------------------------------------------------------------------------------------------------------------------
PNDM1          AXPSM Variable          Objective: long-term growth of capital.     IDS Life, investment manager;
PNDM2          Portfolio - New         Invests primarily in common stocks of U.S.  AEFC investment advisor.
               Dimensions Fund(R)      and  foreign  companies  showing
                                       potential for significant growth.
---------------------------------------------------------------------------------------------------------------------
PSPF1          AXPSM Variable          Objective: long-term capital appreciation.  IDS Life, investment manager;
PSPF2          Portfolio - S&P 500     Invests primarily in securities that are    AEFC investment advisor.
               Index Fund              expected to provide investment results
                                       that correspond to the performance of the
                                       S&P 500 Index.
---------------------------------------------------------------------------------------------------------------------
PSCA1          AXPSM Variable          Objective: long-term capital growth.        IDS Life, investment manager;
PSCA2          Portfolio - Small Cap   Invests primarily in equity stocks of       AEFC investment advisor. Kenwood
               Advantage Fund          small   companies  that  are  often         Capital Management LLC is the
                                       included in the S&P SmallCap 600            sub-investment advisor.
                                       Index or the Russell 2000(R) Index.
---------------------------------------------------------------------------------------------------------------------
<PAGE>
---------------------------------------------------------------------------------------------------------------------
PCAP1          AIM V.I. Capital        Objective: growth of capital. Invests       A I M Advisors, Inc.
PCAP2          Appreciation Fund       primarily in common stocks, with emphasis
                                       on medium- or small-sized growth
                                       companies.
---------------------------------------------------------------------------------------------------------------------
PVAL1          AIM V.I. Value Fund     Objective: long-term growth of capital      A I M Advisors, Inc.
PVAL2                                  with income 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.
---------------------------------------------------------------------------------------------------------------------
PBAL1          Fidelity VIP III        Objective: income and growth of capital.    Fidelity Management & Research
PBAL2          Balanced Portfolio      Invests primarily in a diversified          Company (FMR), investment
               (Service Class)         portfolio of equity and fixed-income        manager; FMR U.K., FMR Far East
                                       securities with income, growth of income,   and Fidelity Investments Money
                                       and capital appreciation potential.         Market Management Inc. (FIMM),
                                                                                   sub-investment advisors.
---------------------------------------------------------------------------------------------------------------------
PGRI1          Fidelity VIP III        Objective: high total return through a      FMR, investment manager; FMR
PGRI2          Growth & Income         combination of current income and capital   U.K. and FMR Far East,
               Portfolio (Service      appreciation. Invests primarily in common   sub-investment advisors.
               Class)                  stocks with a focus on those that pay
                                       current dividends and show potential for
                                       capital appreciation.
---------------------------------------------------------------------------------------------------------------------
PMDC1          Fidelity VIP III Mid    Objective: long-term growth of capital.     FMR, investment manager; FMR
PMDC2          Cap Portfolio (Service  Invests primarily in medium market          U.K. and FMR Far East,
               Class)                  capitalization common stocks.               sub-investment advisors.
---------------------------------------------------------------------------------------------------------------------
PSMC1          FTVIPT Franklin Small   Objective: seeks long-term capital growth.  Franklin Advisers, Inc.
PSMC2          Cap Fund - Class 2      Invests primarily in equity securities of
                                       U.S. small capitalization (small cap)
                                       companies with market cap values of less
                                       than $1.5 billion or similar in size to
                                       those in the Russell 2000(R) Index,
                                       whichever is greater, at the time of
                                       purchase.
---------------------------------------------------------------------------------------------------------------------
PMSS1          FTVIPT Mutual Shares    Objective: seeks capital appreciation         Franklin Mutual Advisers, LLC
PMSS2          Securities Fund -       with income as a secondary goal. Invests
               Class 2                 primarily in equity securities of
                                       companies that the manager believes are
                                       available at market prices less than
                                       their value based on certain recognized
                                       or objective criteria (intrinsic value).
---------------------------------------------------------------------------------------------------------------------
PINT1          FTVIPT Templeton        Objective: seeks long-term capital growth.  Templeton Investment Counsel,
PINT2          International           Invests primarily in equity securities of   Inc.
               Securities Fund -       companies located outside the U.S.,
               Class 2 (previously     including those in emerging markets.
               Templeton
               International Fund)
---------------------------------------------------------------------------------------------------------------------
<PAGE>
---------------------------------------------------------------------------------------------------------------------
PGAA1          Galaxy VIP Asset        Objective: high total return. Invests       Fleet Investments Advisor Inc.
PGAA2          Allocation Fund         primarily in a diversified portfolio of     (Fleet), investment advisor.
                                       equity, bond, and short-term obligations.
---------------------------------------------------------------------------------------------------------------------
PCHY1          Galaxy VIP Columbia     Objective: high level of current income     Columbia Management Co.
PCHY2          High Yield Fund II      with capital appreciation as a secondary    (Columbia), investment advisor.
                                       objective. Invests primarily in
                                       high-yielding corporate debt securities,
                                       such as bonds, debentures and notes.
---------------------------------------------------------------------------------------------------------------------
PEQU1          Galaxy VIP Equity Fund  Objective: long-term growth of capital.     Fleet Investment Advisors Inc.,
PEQU2                                  Invests primarily in stocks of companies    investment advisor.
                                       that the Fund's investment advisor
                                       believes have above-average earnings
                                       potential.
---------------------------------------------------------------------------------------------------------------------
PGGI1          Galaxy VIP Growth and   Objective: relatively high total return     Fleet Investment Advisors Inc.,
PGGI2          Income Fund             through long-term capital appreciation and  investment advisor.
                                       current income. Invests primarily in
                                       common stocks of U.S. companies with large
                                       market capitalization.
---------------------------------------------------------------------------------------------------------------------
PHQB1          Galaxy VIP High         Objective: high level of current income     Fleet Investment Advisors Inc.,
PHQB2          Quality Bond Fund       consistent with prudent risk of capital.    investment advisor.
                                       Invests primarily in obligations issued or
                                       guaranteed by the U.S. Government, as well
                                       as in corporate debt obligations such as
                                       notes and bonds.
---------------------------------------------------------------------------------------------------------------------
PSCG1          Galaxy VIP Small        Objective: capital appreciation. Invests    Fleet Investment Advisors Inc.,
PSCG2          Company Growth Fund     primarily in common stocks of small         investment advisor.
                                       companies that have market capitalization
                                       of $1.5 billion or less.
---------------------------------------------------------------------------------------------------------------------
PJAG1          Janus Aspen Series      Objective: long-term growth of capital.     Janus Capital
PJAG2          Aggressive Growth       Non-diversified mutual fund that invests
               Portfolio: Service      primarily in common stocks selected for
               Shares                  their growth potential and normally
                                       invests at least 50% of its equity assets
                                       in medium-sized companies.
---------------------------------------------------------------------------------------------------------------------
PJGT1          Janus Aspen Series      Objective: long-term growth of capital.     Janus Capital
PJGT2          Global Technology       Non-diversified mutual fund that invests
               Portfolio: Service      primarily in equity securities of U.S. and
               Shares                  foreign companies selected for their
                                       growth  potential.  Normally  invests  at
                                       least  65% of  assets  in  securities  of
                                       companies that the manager  believes will
                                       benefit  significantly  from advancements
                                       or improvements in technology.
---------------------------------------------------------------------------------------------------------------------
<PAGE>
---------------------------------------------------------------------------------------------------------------------
PJGP1          Janus Aspen Series      Objective: long-term growth of capital in   Janus Capital
PJGP2          Growth Portfolio:       a manner consistent with the preservation
               Service  Shares         of capital.  Invests  primarily in
                                       common  stocks  selected for their growth
                                       potential.
---------------------------------------------------------------------------------------------------------------------
PSGI1          MFS(R) VIT Growth with  Objective: current income and long-term     MFS Investment Management(R)
PSGI2          Income Series -         growth of capital and income. Invests
               Service Class           primarily  in  common  stocks  and
                                       related  securities,  such  as  preferred
                                       stocks,    convertible   securities   and
                                       depository receipts for those securities.
---------------------------------------------------------------------------------------------------------------------
PSND1          MFS(R) VIT New          Objective: capital appreciation. Invests    MFS Investment Management(R)
PSND2          Discovery Series -      primarily in equity securities of
               Service Class           emerging growth companies.
---------------------------------------------------------------------------------------------------------------------
PSTR1          MFS(R) VIT Total        Objective: above-average income consistent  MFS Investment Management(R)
PSTR2          Return Series -         with the prudent employment of capital,
               Service Class           with growth of capital and income as a
                                       secondary objective. Invests primarily in
                                       a combination of equity and fixed income
                                       securities.
---------------------------------------------------------------------------------------------------------------------
PSUT1          MFS(R) VIT Utilities    Objective: capital growth and current       MFS Investment Management(R)
PSUT2          Series - Service Class  income. Invests primarily in equity and
                                       debt securities of domestic and foreign
                                       companies in the utilities industry.
---------------------------------------------------------------------------------------------------------------------
PGIN1          Putnam VT Growth and    Objective: capital growth and current       Putnam Investment Management, Inc.
PGIN2          Income Fund - Class IB  income. Invests mainly in common stocks
               Shares                  of U.S. companies with a focus on value
                                       stocks.
---------------------------------------------------------------------------------------------------------------------
PIGR1          Putnam VT               Objective: capital appreciation. Invests    Putnam Investment Management, Inc.
PIGR2          International Growth    primarily in common stocks of companies
               Fund -- Class IB Shares outside the United States.
---------------------------------------------------------------------------------------------------------------------
PVIS1          Putnam VT Vista Fund    Objective: capital appreciation. Invests    Putnam Investment Management, Inc.
PVIS2          -- Class IB Shares      mainly in common stocks of U.S. companies
                                       with a focus on growth stocks.
---------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

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 fund  prospectuses for facts you
should  know  before  investing.   These  prospectuses  are  also  available  by
contacting  us at the  address  or  telephone  number on the first  page of this
prospectus.

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

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

The Internal  Revenue  Service  (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.

<PAGE>

The  U.S.  Treasury  and the 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 Account

You also may  allocate  purchase  payments  to the  fixed  account.  We back the
principal and interest  guarantees  relating to the fixed account.  The value of
the fixed  account  increases  as we credit  interest to the  account.  Purchase
payments and transfers to the fixed account become part of our general  account.
We credit and compound  interest  daily.  We will change the interest rates from
time to time at our  discretion.  These  rates will be based on various  factors
including, but not limited to, the interest rate environment,  returns earned on
investments  backing these annuities,  the rates currently in effect for new and
existing  company  annuities,  product  design,  competition,  and the company's
revenues and expenses.

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

Buying Your Contract

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 be the annuitant
if you are 90 or younger.  (In  Pennsylvania,  the  annuitant  must be age 80 or
younger.)

When you apply, you may select:

o    the fixed account and/or subaccounts in which you want to invest;

o    how you want to make purchase payments;

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

o    a death benefit option; and

o    a beneficiary.

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

If your  application  is complete,  we will  process it and apply your  purchase
payment to the fixed account and  subaccounts  you selected  within two business
days after we receive it at our office. If we accept your  application,  we will
send you a contract.  If we cannot accept your application  within five business
days, we will decline the  application  and return your payment.  We will credit
the additional purchase payments you make to your accounts on the valuation date
we receive them. We will value the additional  payments at the next accumulation
unit value calculated after we receive your payments at our office.

<PAGE>

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 or South  Carolina and $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.

In most states,  you may make additional  purchase  payments to nonqualified and
qualified  annuities until the retirement date. In Maryland and Washington,  you
may make additional purchase payments to nonqualified  annuities until the later
of the annuitant's 63rd birthday or the third contract anniversary,  and you may
make additional  purchase payments to qualified  annuities until the annuitant's
63rd birthday.  In Massachusetts,  you may make additional purchase payments for
ten years only.

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.

If you are taking the  minimum  IRA  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. (In Pennsylvania,  annuity
payouts  must  start no later  than  annuitant's  82nd  birthday  or the  eighth
contract anniversary.)

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

Purchase payments

Minimum allowable purchase payments:

Initial purchase payments (includes SIPs):
         $5,000 in Texas, Washington and South Carolina
         $2,000 in all other states

Additional purchase payments:
         $100 for regular purchase payments
         $ 50 for SIPs

<PAGE>

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

How to make purchase payments
By letter

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

         American Enterprise Life Insurance Company
         829 AXP Financial Center
         Minneapolis, MN 55474

By SIP:

Contact your sales representative to complete the necessary SIP paperwork.

Charges

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

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  either 1.00% or 1.10% of their average daily net
assets on an annual basis  depending on the death benefit option that applies to
your contract. If death benefit Option A applies, the mortality and expense risk
fee is 1.00%.  If death Option B applies,  the mortality and expense risk fee is
1.10%.  This  fee  covers  the  mortality  and  expense  risk  that  we  assume.
Approximately two-thirds of this amount is for our assumption of mortality risk,
and one-third is for our assumption of expense risk.  This fee does not apply to
the fixed account.

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

<PAGE>

Expense  risk arises  because we cannot  increase  the  contract  administrative
charge and  variable  account  administrative  charge and these  charges may not
cover  our  expenses.  We would  have to make up any  deficit  from our  general
assets.  We could profit from the expense  risk fee if future  expenses are less
than expected.

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

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

o    then,  if necessary,  the funds redeem  shares to cover any remaining  fees
     payable.

We may use any  profits we realize  from the  subaccounts'  payment to us of the
mortality  and expense  risk fee for any proper  corporate  purpose,  including,
among others,  payment of distribution (selling) expenses. We do not expect that
the withdrawal charge,  discussed in the following paragraphs,  will cover sales
and distribution expenses.

Withdrawal charge
If you withdraw part or all of your contract, you may be subject to a withdrawal
charge.  We calculate the withdrawal  charge by drawing from your total contract
value in the following order:

o    First,  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 eight or more years before
     the withdrawal and not previously withdrawn.  We do not assess a withdrawal
     charge on these purchase payments.

o    Finally, if necessary,  we withdraw purchase payments received in the seven
     years before the withdrawal on a "first-in,  first-out" (FIFO) basis. There
     is a withdrawal  charge on these  payments.  We determine  your  withdrawal
     charge by multiplying  each of these payments by the applicable  withdrawal
     charge percentage, and then totaling the withdrawal charges.

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

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

<PAGE>

For a partial  withdrawal  that is subject to a  withdrawal  charge,  the amount
deducted  for the  withdrawal  charge will be a  percentage  of the total amount
withdrawn.  We will deduct the charge from the value  remaining after we pay you
the amount you requested. Example: Assume you request a withdrawal of $1,000 and
there is a 7% withdrawal  charge.  The  withdrawal  charge is $75.26 for a total
withdrawal  amount of $1,075.26.  This charge  represents 7% of the total amount
withdrawn and we deduct it from the contract  value  remaining  after we pay you
the $1,000 you requested.

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 5.10% if the assumed  investment
rate is 3.5% and 6.60% if the  assumed  investment  rate is 5%.  The  withdrawal
charge is equal to the  difference in discount  values using the above  discount
rates and the assumed  investment rate. In no event would your withdrawal charge
exceed 9% of the amount available for payouts under the plan.

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

o    The  contract  date is July 1, 2001 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, 2001;
          -    $8,000 Dec. 31, 2006;
          -    $6,000 Feb. 20, 2009; and

o    The owner withdraws the contract for its total  withdrawal value of $38,101
     on Aug. 5, 2011 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, 2001 payment was received
                                     eight or more years before  withdrawal and
                                     is withdrawn  without  withdrawal  charge;
                                     and

          400                        $8,000 Dec. 31, 2006 payment is in its
                                     fifth year from receipt, withdrawn with a
                                     5% withdrawal charge; and

          420                        $6,000 Feb. 20, 2009 payment is in its
                                     third year from receipt,  withdrawn with a
                                     7% withdrawal charge.

-------------------------------------
         $820

<PAGE>

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.

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 on us (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 account
We value the amounts you allocated to the fixed account directly in dollars. The
fixed account value equals:

o    the sum of your  purchase  payments and transfer  amounts  allocated to the
     fixed account;

o    plus interest credited;

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

o    minus any prorated contract administrative charge.

<PAGE>

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

The  accumulation  units  are the  true  measure  of  investment  value  in each
subaccount during the accumulation period. They are related to, but not the same
as, the net asset value of the fund in which the subaccount invests.  The dollar
value of each accumulation unit can rise or fall daily depending on the 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 variable
subaccount  equals the last value times the subaccount's  current net investment
factor.

We determine the net investment factor by:

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

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

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

Because the net asset value of the fund may  fluctuate,  the  accumulation  unit
value  may  increase  or  decrease.  You  bear  all  the  investment  risk  in a
subaccount.

Factors that affect subaccount accumulation units: accumulation units may change
in two ways - in number and in value.

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

o    additional purchase payments you allocated to the subaccounts;

o    transfers into or out of the subaccounts;

o    partial withdrawals;

o    withdrawal charges; and/or

o    prorated portions of contract administrative charge.

Accumulation unit values will fluctuate due to:

o    changes in funds' net asset value;

o    dividends distributed to the subaccounts;

o    capital gains or losses of funds;

o    fund operating expenses;

o    mortality and expense risk fees; and/or

o    variable account administrative charges.

<PAGE>

Making the Most of Your Contract

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

This systematic  approach can help you benefit from fluctuations in accumulation
unit values caused by fluctuations in the market values of the funds.  Since you
invest the same amount each period,  you  automatically  acquire more units when
the market value falls and fewer units when it rises. The potential effect is to
lower your average cost per unit.

                              How dollar-cost averaging works

                                      Amount      Accumulation   Number of units
                          Month      invested      unit value       purchased
                        ---------- ------------- -------------- ---------------

By investing an            Jan         $100         $20              5.00
equal number of
dollars each month...      Feb          100          18              5.56

                           Mar          100          17              5.88

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

                           Jul          100          17              5.88

                           Aug          100          19              5.26

and fewer units            Sept         100          21              4.76
when the per unit
market price is high.      Oct          100          20              5.00

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 have  the  variable  subaccount  portion  of your
contract  value  allocated  according to the  percentages  (in whole  percentage
amounts)  that  you  choose.  We  automatically  will  rebalance  this  variable
subaccount  portion of your contract value either  quarterly,  semi-annually  or
annually.  The period you  select  will start to run on the date we record  your
request.  On the first valuation date of each of these periods, we automatically
will rebalance your contract value so that the value in each subaccount  matches
your current subaccount  percentage  allocations.  These percentage  allocations
must be in whole numbers. Asset rebalancing does not apply to the fixed account.
There is no charge for asset  rebalancing.  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 account, to another
subaccount  before  annuity  payouts  begin.   (Certain  restrictions  apply  to
transfers  involving  the fixed  account.) We will process your  transfer on the
valuation date we receive your request.  We will value your transfer at the next
accumulation  unit value calculated  after we receive your request.  There is no
charge for transfers.  Before making a transfer,  you should  consider the risks
involved in switching investments.

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

o    requiring a minimum time period between each transfer;

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

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

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

Transfer policies

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

o    You may transfer  contract values from the fixed account to the subaccounts
     on or within 30 days before or after the contract  anniversary  (except for
     automated  transfers,  which can be set up at any time for certain transfer
     periods subject to certain  minimums).  The transfer from the fixed account
     to the subaccounts will be effective on the valuation date we receive it.

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

o    Once annuity payouts begin, you may not make transfers to or from the fixed
     account,  but you may make  transfers  once per  contract  year  among  the
     subaccounts.  During the  annuity  payout  period,  we reserve the right to
     limit the number of subaccounts in which you may invest.

How to request a transfer or withdrawal
1        By letter

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

American Enterprise Life Insurance Company
829 AXP Financial Center
Minneapolis, MN 55474

<PAGE>

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

Maximum amount
Transfers or withdrawals:  Contract value or the entire account balance

2        By automated transfers and automated partial withdrawals

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

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

o    Automated  transfers  may not exceed an amount that,  if  continued,  would
     deplete the fixed account or  subaccounts  from which you are  transferring
     within 12 months.

o    Automated transfers and automated partial withdrawals are subject to all of
     the contract  provisions and terms,  including  transfer of contract values
     between accounts.

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

o    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, semiannually or annually

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

3        By phone

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

1-800-333-3437

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

Maximum amount
Transfers:     Contract value or the entire subaccount or fixed 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.

<PAGE>

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

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

Withdrawals

You may withdraw all or part of your contract at any time before annuity payouts
begin by  sending  us a written  request or  calling  us. We will  process  your
withdrawal  request on the valuation date we receive it. For total  withdrawals,
we will compute the value of your contract at the next  accumulation  unit value
calculated after we receive your request. We may ask you to return the contract.
You may have to pay withdrawal  charges (see "Charges - Withdrawal  charge") and
IRS taxes and penalties (see "Taxes"). You cannot make withdrawals after annuity
payouts  begin except under Plan E. (see "The  Annuity  Payout  Period - Annuity
Payout Plans").

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

Receiving payment By regular or express mail:

o    payable to you.

o    mailed to address of record.

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

Normally,  we will send the  payment  within  seven  days after  receiving  your
request. However, we may postpone the payment if:

          -    the withdrawal  amount includes a purchase payment check that has
               not cleared;

          -    the  NYSE is  closed,  except  for  normal  holiday  and  weekend
               closings;

          -    trading on the NYSE is restricted, according to SEC rules;

          -    an emergency,  as defined by SEC rules,  makes it  impractical to
               sell securities or value the  net assets of the accounts; or

          -    the  SEC  permits  us to  delay  payment  for the  protection  of
               security holders.

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.")

<PAGE>

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 death  benefit  options under this  contract.  If both you and the
annuitant are age 79 or older on the contract date, Option A will apply. If both
you and the  annuitant  are under  age 79 on the  contract  date,  you can elect
either Option A or Option B on your application.  Once you elect an option,  you
cannot  change it. We show the option that applies in your  contract.  The death
benefit  option that applies  determines the mortality and expense risk fee that
is assessed against the subaccounts.  (See "Charges - Mortality and expense risk
fee").

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

Option A
We will pay the beneficiary the greater of:

1.   the contract value; or

2.   the total purchase payment paid less "adjusted partial withdrawals."

Option B
We will pay the beneficiary the greatest of:

1.   the contract value; or

2.   the total purchase payments paid less "adjusted partial withdrawals;" or

3.   the highest contract value on any prior contract  anniversary before either
     you or the annuitant's 81st birthday, plus any purchase payments made since
     that contract anniversary and less any "adjusted partial withdrawals" since
     that  contract  anniversary.  After  either  you  or the  annuitant's  81st
     birthday,  this  value  will only  change  due to  additional  payments  or
     "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:

o    You purchase the contract for $25,000 on January 1, 2001.

o    On January 1, 2002 (the first  contract  anniversary),  the contract  value
     grows to $29,000.

o    On March 1, 2002, the contract  value falls to $22,000,  at which point you
     take a $1,500 partial withdrawal, leaving a contract value of $20,500.

<PAGE>

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

Total purchase payments paid:                                        $25,000.00

minus any "adjusted partial withdrawal"
calculated as:                     1,500 x 29,000  =                 - 1,977.27
                                   --------------                    ----------
                                      22,000


for a death benefit of:                                              $23,295.45

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

The "maximum anniversary value" (the greatest of the anniversary values which
was the contract value on Jan. 1, 2002):                             $29,000.00

plus any purchase payments paid since that anniversary:                       0

minus any "adjusted partial withdrawals" taken since that anniversary,
calculated as:                     1,500 x 29,000  =                 - 1,977.27
                                   --------------                    ----------
                                      22,000

for a death benefit of:                                              $27,022.72

If your  spouse is sole  beneficiary  under a  nonqualified  annuity and you die
before the retirement  date,  your spouse may keep the contract as owner.  To do
this your spouse must,  within 60 days after we receive proof of death,  give us
written instructions to keep the contract in force.

Under a  qualified  annuity,  if the  annuitant  dies  before the Code  requires
distributions to begin, and the spouse is the only  beneficiary,  the spouse may
keep the  contract  as owner  until the date on which the  annuitant  would have
reached  age 70 1/2 or any other date  permitted  by the Code.  To do this,  the
spouse must give us written  instructions  within 60 days after we receive proof
of death.

Payments:  Under a nonqualified  annuity we will pay the beneficiary in a single
sum unless you give us other written instructions.  We must fully distribute the
death benefit  within five years of your death.  However,  the  beneficiary  may
receive payouts under any annuity payout plan available under this contract if:

o    the beneficiary asks us in writing within 60 days after we receive proof of
     death; and

o    payouts  begin no later than one year after  your  death,  or other date as
     permitted by the Code; and

o    the payout  period does not extend  beyond the  beneficiary's  life or life
     expectancy.

When paying the  beneficiary,  we will process the death claim on the  valuation
date  our  death  claim  requirements  are  fulfilled.  We  will  determine  the
contract's value at the next  accumulation unit value calculated after our death
claim  requirements  are  fulfilled.  We 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.")

<PAGE>

The Annuity Payout Period

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

You also  decide  whether we will make  annuity  payouts on a fixed or  variable
basis, or a combination of fixed and variable.  The amount available to purchase
payouts under the plan you select is the contract value on your  retirement date
(less any applicable premium tax). You may reallocate this contract value to the
fixed account to provide fixed dollar  payouts  and/or among the  subaccounts to
provide variable annuity payouts.  During the annuity payout period,  we reserve
the right to limit the number of subaccounts in which you may invest.

Amounts of fixed and variable  payouts  depend on:

o    the annuity payout plan you select;

o    the annuitant's age and, in most cases, sex;

o    the annuity table in the contract; and

o    the amounts you allocated to the accounts at settlement.

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

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

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

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

Annuity payout plans
You may  choose  any one of these  annuity  payout  plans by giving  us  written
instructions  at least 30 days before  contract  values are 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.

<PAGE>

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 5.10% and 6.60%  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  account  will  provide  fixed
dollar payouts and contract values that you allocated among the subaccounts will
provide variable annuity payouts.

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

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

<PAGE>

Taxes

Generally,  under current law, your  contract has a tax deferral  feature.  This
means,  any increase in the value of the fixed  account  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 qualified  retirement  plan,  such amounts are not
considered to be part of your  investment in the contract and will be taxed when
paid to you.

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

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

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

<PAGE>

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

o    because of your death;

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

Voting Rights

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

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

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

o    the reserve held in each subaccount for your contract; divided by

o    the net asset value of one share of the applicable fund.

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

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

Substitution of Investments

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

          o    laws or regulations change;

          o    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.

<PAGE>

About the Service Providers

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

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

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

Other  contracts  issued by American  Enterprise  Life that are not described in
this  prospectus  may  be  available  through  your  sales  representative.  The
features,  investment options, sales charges and expenses of the other contracts
are different than those of this contract.  Therefore, the contract values under
the other  contracts  may be  different  than your  contract  value  under  this
contract.  In addition,  sales commissions for the other contracts may be higher
or lower than sales commissions for this contract.

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 829 AXP Financial Center, Minneapolis, MN 55474. Its statutory address is 100
Capitol  Center  South,  201  North  Illinois  Street,  Indianapolis,  IN 46204.
American Enterprise Life conducts a conventional life insurance business.

Legal proceedings
A number of  lawsuits  have been  filed  against  life and  health  insurers  in
jurisdictions  in which American  Enterprise Life and its affiliates do business
involving  insurers'  sales  practices,  alleged  agent  misconduct,  failure to
properly  supervise  agents and other matters.  IDS Life is a defendant in three
class  action  lawsuits  of this  nature.  American  Enterprise  Life is a named
defendant  in one of these  suits,  Richard W. and  Elizabeth  J.  Thoresen  vs.
American  Express  Financial  Corporation,  American  Centurion  Life  Assurance
Company,  American  Enterprise Life Insurance  Company,  American  Partners Life
Insurance Company,  IDS Life Insurance Company and IDS Life Insurance Company of
New York which was  commenced  in  Minnesota  State Court in October  1998.  The
action was brought by individuals  who purchased an annuity in a qualified plan.
The plaintiffs  allege that the sale of annuities in  tax-deferred  contributory
retirement  investment plans (e.g., IRAs) is never  appropriate.  The plaintiffs
purport  to  represent  a class  consisting  of all  persons  who  made  similar
purchases. The plaintiffs seek damages in an unspecified amount.

American Enterprise Life is included as a party to preliminary settlement of all
three class  action  lawsuits.  We believe  this  approach  will put these cases
behind us and provide a fair  outcome for our  clients.  Our  decision to settle
does not include any admission of  wrongdoing.  We do not  anticipate  that this
proposed settlement,  or any other lawsuits in which American Enterprise Life is
a defendant, will have a material adverse effect on our financial condition.

<PAGE>

Year 2000

The Year 2000 issue is the result of computer programs having been written using
two  digits  rather  than  four  to  define  a  year.  Any  programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of American Enterprise Life
and the variable account.  All of the major systems used by American  Enterprise
Life  and the  variable  account  are  maintained  by AEFC and are  utilized  by
multiple  subsidiaries and affiliates of AEFC.  American Enterprise Life 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.  As of Dec. 31,  1999,  these plans had been amended to include
specific Year 2000 considerations.

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

<PAGE>

Table of Contents of the Statement of Additional Information

Performance Information......................................3
Calculating Annuity Payouts..................................9
Rating Agencies.............................................11
Principal Underwriter.......................................11
Independent Auditors........................................11
Financial Statements

<PAGE>

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

[  ] American Express(R)Galaxy Premier Variable Annuity
[  ] American Express Variable Portfolio Funds
[  ] AIM Variable Insurance Funds
[  ] Fidelity Variable Insurance Products - Service Class
[  ] Franklin Templeton Variable Insurance Products Trust
[  ] Galaxy VIP Funds
[  ] Janus Aspen Series: Service Shares
[  ] MSF(R)Variable Insurance TrustSM
[  ] Putnam Variable Trust - Class IB Shares

Mail your request to:

American Enterprise Life Insurance Company
829 AXP Financial Center
Minneapolis, MN 55474

We will mail your request to:

Your name______________________________________________________________________

Address________________________________________________________________________

City_______________________________________ State_______________ Zip___________

<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                                       for

               AMERICAN EXPRESS(R) GALAXY PREMIER VARIABLE ANNUITY

                  AMERICAN ENTERPRISE VARIABLE ANNUITY ACCOUNT

                                  Oct. 3, 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
829 AXP Financial Center
Minneapolis, MN  55474
800-333-3437

<PAGE>

                                TABLE OF CONTENTS

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

Calculating Annuity Payouts............................................p.9

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

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

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

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

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

<PAGE>
<TABLE>
<CAPTION>

Average Annual Total Return Without Withdrawal and Selection of Death Benefit Option A For Periods
Ending Dec. 31, 1999
                                                                 Performance Since       Performance Since Commencement of the
                                                                Commencement of the                       Fund**
                                                                    Subaccount
<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 -
PCMG2            Cash Management Fund (11/99; 10/81)*            --%         0.14%       3.11%    3.78%     3.61%       5.27%
PDEI2            Diversified Equity Income Fund (11/99; 9/99)    --          2.02         --       --        --         4.34
PEMK2            Emerging Markets Fund (___; 5/00)               --           --          --       --        --          --
PEXI2            Extra Income Fund (11/99; 5/96)                 --          2.60        4.96      --        --         4.24
PMGD2            Managed Fund (11/99; 4/86)                      --          6.11       13.46    16.80     12.18       11.53
PNDM2            New Dimensions Fund(R)(11/99; 5/96)             --         11.80       30.42      --        --        24.84
PSPF2            S&P 500 Index Fund (___; 5/00)                  --           --          --       --        --          --
PSCA2            Small Cap Advantage Fund (11/99; 9/99)          --          9.07         --       --        --        13.40
               AIM V.I.
PCAP2            Capital Appreciation Fund (11/99; 5/93)         --         19.48       42.90    24.08       --        20.86
PVAL2            Value Fund (11/99; 5/93)                        --          7.95       28.34    25.70       --        21.58
               FIDELITY VIP
PBAL2            III Balanced Portfolio (Service Class)          --          1.22        3.15      --        --        12.06
                 (11/99; 1/95)
PGRI2            III Growth & Income Portfolio (Service          --          1.76        6.51      --        --        20.08
                 Class) (11/99; 12/96)
PMDC2            III Mid Cap Portfolio (Service Class)           --         17.80       46.97      --        --        51.01
                 (11/99; 12/98)
               FRANKLIN TEMPLETON VIP TRUST
PSMC2            Franklin Small Cap Fund - Class 2 (11/99;       --         30.98      103.80      --        --        30.26
                 10/95)1,3
PMSS2            Mutual Shares Securities Fund - Class 2         --          3.43       12.19      --        --         9.56
                 (11/99; 11/96)1,3
PINT2            Templeton International Securities Fund -       --          8.75       21.74    15.63       --        13.87
                 Class 2 (11/99; 5/92)1,2,3
               GALAXY VIP
PGAA2            Asset Allocation Fund (___; 2/93)               --           --         5.77    15.96       --        11.44
PCHY2            Columbia High Yield Fund II (___; 3/98)         --           --        -0.66      --        --         4.11
PEQU2            Equity Fund (___; 1/93)                         --           --        25.66    23.81       --        17.41
PGGI2            Growth and Income Fund (___; 3/98)              --           --         5.81      --        --         4.79
PHQB2            High Quality Bond Fund (___; 1/93)              --           --        -4.95     6.52       --         4.20
PSCG2            Small Company Growth Fund (___; 4/98)           --           --        65.51      --        --        25.10
               JANUS ASPEN SERIES
PJAG2            Aggressive Growth Portfolio: Service Shares     --           --       120.71    34.25       --        32.41
                 (___; 9/93)
PJGT2            Global Technology Portfolio: Service Shares     --           --          --       --        --          --
                 (___; 1/00)
PJGP2            Growth Portfolio: Service Shares (___; 9/93)    --           --        41.36    27.06       --        21.67
               MFS(R) VARIABLE INSURANCE TRUSTSM
PSGI2            Growth with Income Series - Service Class       --           --         5.39      --        --        19.64
                 (___; 5/00)
PSND2            New Discovery Series - Service Class (___;      --           --        71.37      --        --        39.23
                 5/00)
PSTR2            Total Return Series - Service Class (___;       --           --         1.84      --        --        14.02
                 5/00)
PSUT2            Utilities Series - Service Class (___; 5/00)    --           --        29.28      --        --        24.96

<PAGE>

               PUTNAM VARIABLE TRUST
PGIN2            Putnam VT Growth and Income Fund - Class IB     --         -2.27        0.17    18.46     12.86      14.00
                 Shares (11/99; 2/88) ***
PIGR2            Putnam VT International Growth Fund - Class     --         20.65       58.15      --        --        28.56
                 IB Shares (11/99; 1/97)***
PVIS2            Putnam VT Vista Fund - Class IB (11/99;         --         23.35       50.88      --        --        29.51
                 1/97)***

*    (Commencement date of the subaccount; commencement date of the Fund)
**   Current  applicable  charges deducted from fund  performance  include a $30
     contract administrative charge, a 1.00% mortality and expense risk fee, and
     a 0.15% variable account administrative charge.
     Premium taxes are not reflected in these total returns.
***  Class IB shares  commenced  operations on April 30, 1998. For periods prior
     to the inception of Class IB shares,  performance  information for Class IB
     shares is based upon  performance of the Fund's Class IA shares adjusted to
     reflect the fees paid by Class IB shares, including a 12b-1 fee of 0.15%.
1    Because  Class 2 shares  were not  offered  until  1/6/99  (or  5/1/97  for
     Templeton  International  Securities  Fund),   standardized  Class  2  fund
     performance  for prior  periods  represents  historical  results of Class 1
     shares.  For periods  beginning  on 1/6/99 (or  5/1/97),  Class 2's results
     reflect an  additional  12b-1 fee  expense  which also  affects  all future
     performance. Figures assume reinvestment of dividends and capital gains.
2    Performance prior to the 5/1/00 merger reflects the historical  performance
     of the Templeton International Fund.
3    These  returns  reflect  periods of rapidly  rising stock  markets and such
     gains may not continue.  On going stock market volatility,  particularly in
     the  technology  sector  can  dramatically  change  the  funds'  short term
     performance; current results may be lower.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Average Annual Total Return With Withdrawal and Selection of Death Benefit Option A Risk For Periods
Ending Dec. 31, 1999
                                                                 Performance Since      Performance Since Commencement of the
                                                                Commencement of the                    Fund**
                                                                    Subaccount
<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 -
PCMG2            Cash Management Fund (11/99; 10/81)*            --%        -7.98%      -4.34%    2.90%     3.61%       5.27%
PDEI2            Diversified Equity Income Fund (11/99; 9/99)    --         -7.73         --       --        --        -3.23
PEMK2            Emerging Markets Fund (___; 5/00)               --           --          --       --        --          --
PEXI2            Extra Income Fund (11/99; 5/96)                 --         -7.65       -2.63      --        --         2.75
PMGD2            Managed Fund (11/99; 4/86)                      --         -7.18        5.46    16.26     12.18       11.53
PNDM2            New Dimensions Fund(R)(11/99; 5/96)             --         -6.46       22.42      --        --        23.92
PSPF2            S&P 500 Index Fund (___; 5/00)                  --           --          --       --        --          --
PSCA2            Small Cap Advantage Fund (11/99; 9/99)          --         -6.80         --       --        --         5.40
               AIM V.I.
PCAP2            Capital Appreciation Fund (11/99; 5/93)         --         -5.53       34.90    23.66       --        20.75
PVAL2            Value Fund (11/99; 5/93)                        --         -6.95       20.34    25.30       --        21.48
               FIDELITY VIP
PBAL2            III Balanced Portfolio (Service Class)          --         -7.83       -4.30      --        --        11.41
                 (11/99; 1/95)
PGRI2            III Growth & Income Portfolio (Service          --         -7.76       -1.21      --        --        18.44
                 Class) (11/99; 12/96)
PMDC2            III Mid Cap Portfolio (Service Class)           --         -5.73       38.97      --        --        43.10
                 (11/99; 12/98)
               FRANKLIN TEMPLETON VIP TRUST
PSMC2            Franklin Small Cap Fund - Class 2 (11/99;       --         -4.23       95.80      --        --        29.73
                 10/95)1,3
PMSS2            Mutual Shares Securities Fund - Class 2         --         -7.54        4.19      --        --         7.97
                 (11/99; 11/96)1,3
PINT2            Templeton International Securities Fund -       --         -6.84        13.74   15.07       --        13.87
                 Class 2 (11/99; 5/92)1,2,3
               GALAXY VIP
PGAA2            Asset Allocation Fund (___; 2/93)               --           --        -1.89    15.40       --        11.29
PCHY2            Columbia High Yield Fund II (___; 3/98)         --           --        -7.80      --        --        -0.05
PEQU2            Equity Fund (___; 1/93)                         --           --        17.66    23.38       --        17.30
PGGI2            Growth and Income Fund (___; 3/98)              --           --        -1.85      --        --         0.58
PHQB2            High Quality Bond Fund (___; 1/93)              --           --       -11.76     5.73       --         3.97
PSCG2            Small Company Growth Fund (___; 4/98)           --           --        57.51      --        --        21.05
               JANUS ASPEN SERIES
PJAG2            Aggressive Growth Portfolio: Service Shares     --           --       112.71    33.94       --        32.34
                 (___; 9/93)
PJGT2            Global Technology Portfolio: Service Shares     --           --          --       --        --          --
                 (___; 1/00)
PJGP2            Growth Portfolio: Service Shares (___; 9/93)    --           --        33.36    26.67       --        21.56
               MFS(R) VARIABLE INSURANCE TRUSTSM
PSGI2            Growth with Income Series - Service Class       --           --        -2.24      --        --        18.97
                 (___; 5/00)
PSND2            New Discovery Series - Service Class (___;      --           --        63.37      --        --        35.35
                 5/00)
PSTR2            Total Return Series - Service Class (___;       --           --        -5.51      --        --        13.42
                 5/00)
PSUT2            Utilities Series - Service Class (___; 5/00)    --           --        21.28      --        --        24.55

<PAGE>

               PUTNAM VARIABLE TRUST
PGIN2            Putnam VT Growth and Income Fund - Class IB     --         -8.29       -7.04    17.95     12.86       14.00
                 Shares (11/99; 2/88) ***
PIGR2            Putnam VT International Growth Fund - Class     --         -5.40       50.15      --        --        27.13
                 IB Shares (11/99; 1/97)***
PVIS2            Putnam VT Vista Fund - Class IB (11/99;         --         -5.08        42.88     --        --        28.10
                 1/97)***

*    (Commencement date of the subaccount; commencement date of the Fund)
**   Current  applicable  charges deducted from fund  performance  include a $30
     contract  administrative  charge, a 1.00% mortality and expense risk fee, a
     0.15% variable  account  administrative  charge and  applicable  withdrawal
     charges. Premium taxes are not reflected in these total returns.
***  Class IB shares  commenced  operations on April 30, 1998. For periods prior
     to the inception of Class IB shares,  performance  information for Class IB
     shares is based upon  performance of the Fund's Class IA shares adjusted to
     reflect the fees paid by Class IB shares, including a 12b-1 fee of 0.15%.
1    Because  Class 2 shares  were not  offered  until  1/6/99  (or  5/1/97  for
     Templeton  International  Securities  Fund),   standardized  Class  2  fund
     performance  for prior  periods  represents  historical  results of Class 1
     shares.  For periods  beginning  on 1/6/99 (or  5/1/97),  Class 2's results
     reflect an  additional  12b-1 fee  expense  which also  affects  all future
     performance. Figures assume reinvestment of dividends and capital gains.
2    Performance prior to the 5/1/00 merger reflects the historical  performance
     of the Templeton International Fund.
3    These  returns  reflect  periods of rapidly  rising stock  markets and such
     gains may not continue.  On going stock market volatility,  particularly in
     the  technology  sector  can  dramatically  change  the  funds'  short term
     performance; current results may be lower.

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

Average Annual Total Return Without Withdrawal and Selection of Death Benefit Option B For Periods
Ending Dec. 31, 1999
                                                                 Performance Since      Performance Since Commencement of the
                                                                Commencement of the                    Fund**
                                                                    Subaccount
<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 -
PCMG1            Cash Management Fund (11/99; 10/81)*                        0.53%       3.40%    3.75%     3.54%       5.18%
                                                                 --%
PDEI1            Diversified Equity Income Fund (11/99; 9/99)    --          2.03         --       --        --         4.31
PEMK1            Emerging Markets Fund (___; 5/00)               --           --          --       --        --          --
PEXI1            Extra Income Fund (11/99; 5/96)                 --          2.49        4.86      --        --         4.14
PMGD1            Managed Fund (11/99; 4/86)                      --          7.04       13.36    16.69     12.07       11.42
PNDM1            New Dimensions Fund(R)(11/99; 5/96)             --         13.86       30.30      --        --        24.71
PSPF1            S&P 500 Index Fund (___; 5/00)                  --           --          --       --        --          --
PSCA1            Small Cap Advantage Fund (11/99; 9/99)          --          8.63         --       --        --        12.86
               AIM V.I.
PCAP1            Capital Appreciation Fund (11/99; 5/93)         --         21.73       42.81    23.97       --        20.74
PVAL1            Value Fund (11/99; 5/93)                        --         10.09       28.25    25.58       --        21.46
               FIDELITY VIP
PBAL1            III Balanced Portfolio (Service Class)          --          1.94        3.08      --        --        11.95
                 (11/99; 1/95)
PGRI1            III Growth & Income Portfolio (Service          --          2.75        6.44      --        --        19.97
                 Class) (11/99; 12/96)
PMDC1            III Mid Cap Portfolio (Service Class)           --         19.38       46.88      --        --        50.91
                 (11/99; 12/98)
               FRANKLIN TEMPLETON VIP TRUST
PSMC1            Franklin Small Cap Fund - Class 2 (11/99;       --         34.14      103.67      --        --        30.14
                 10/95)1,3
PMSS1            Mutual Shares Securities Fund - Class 2         --          3.28       12.13      --        --         9.47
                 (11/99; 11/96)1,3
PINT1            Templeton International Securities Fund -       --         10.13       21.67    15.53       --        13.76
                 Class 2 (11/99; 5/92)1,2,3
               GALAXY VIP
PGAA1            Asset Allocation Fund (___; 2/93)               --           --         5.67    15.84       --        11.33
PCHY1            Columbia High Yield Fund II (___; 3/98)         --           --        -0.76      --        --         4.00
PEQU1            Equity Fund (___; 1/93)                         --           --        25.53    23.69       --        17.29
PGGI1            Growth and Income Fund (___; 3/98)              --           --         5.71      --        --         4.68
PHQB1            High Quality Bond Fund (___; 1/93)              --           --        -5.05     6.41       --         4.10
PSCG1            Small Company Growth Fund (___; 4/98)           --           --        65.34      --        --        24.97
               JANUS ASPEN SERIES
PJAG1            Aggressive Growth Portfolio: Service Shares     --           --       120.50    34.11       --        32.28
                 (___; 9/93)
PJGT1            Global Technology Portfolio: Service Shares     --           --          --       --        --          --
                 (___; 1/00)
PJGP1            Growth Portfolio: Service Shares (___; 9/93)    --           --        41.22    26.93       --        21.55
               MFS(R) VARIABLE INSURANCE TRUSTSM
PSGI1            Growth with Income Series - Service Class       --           --         5.31      --        --        19.52
                 (___; 5/00)
PSND1            New Discovery Series - Service Class (___;      --           --        71.21      --        --        39.10
                 5/00)
PSTR1            Total Return Series - Service Class (___;       --           --         1.74      --        --        13.90
                 5/00)
PSUT1            Utilities Series - Service Class (___; 5/00)    --           --        29.15      --        --        24.84

<PAGE>

               PUTNAM VARIABLE TRUST
PGIN1            Putnam VT Growth and Income Fund - Class IB     --         -2.44        0.07    18.35     12.75       13.89
                 Shares (11/99; 2/88) ***
PIGR1            Putnam VT International Growth Fund - Class     --         24.49       58.04      --        --        28.45
                 IB Shares (11/99; 1/97)***
PVIS1            Putnam VT Vista Fund - Class IB (11/99;         --         26.42       50.77      --        --        29.39
                 1/97)***

*    (Commencement date of the subaccount; commencement date of the Fund)
**   Current  applicable  charges deducted from fund  performance  include a $30
     contract administrative charge, a 1.10% mortality and expense risk fee, and
     a 0.15% variable account administrative charge.
     Premium taxes are not reflected in these total returns.
***  Class IB shares  commenced  operations on April 30, 1998. For periods prior
     to the inception of Class IB shares,  performance  information for Class IB
     shares is based upon  performance of the Fund's Class IA shares adjusted to
     reflect the fees paid by Class IB shares, including a 12b-1 fee of 0.15%.
1    Because  Class 2 shares  were not  offered  until  1/6/99  (or  5/1/97  for
     Templeton  International  Securities  Fund),   standardized  Class  2  fund
     performance  for prior  periods  represents  historical  results of Class 1
     shares.  For periods  beginning  on 1/6/99 (or  5/1/97),  Class 2's results
     reflect an  additional  12b-1 fee  expense  which also  affects  all future
     performance. Figures assume reinvestment of dividends and capital gains.
2    Performance prior to the 5/1/00 merger reflects the historical  performance
     of the Templeton International Fund.
3    These  returns  reflect  periods of rapidly  rising stock  markets and such
     gains may not continue.  On going stock market volatility,  particularly in
     the  technology  sector  can  dramatically  change  the  funds'  short term
     performance; current results may be lower.

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

Average Annual Total Return With Withdrawal and Selection of Death Benefit Option B For Periods Ending
Dec. 31, 1999
                                                                 Performance Since      Performance Since Commencement of the
                                                                Commencement of the                    Fund**
                                                                    Subaccount
<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 -
PCMG1            Cash Management Fund (11/99; 10/81)*                       -7.93%      -4.07%    2.88%     3.54%      -1.23%
                                                                 --%
PDEI1            Diversified Equity Income Fund (11/99; 9/99)    --         -7.72         --       --        --          --
PEMK1            Emerging Markets Fund (___; 5/00)               --           --          --       --        --          --
PEXI1            Extra Income Fund (11/99; 5/96)                 --         -7.66       -2.73      --        --        -3.27
PMGD1            Managed Fund (11/99; 4/86)                      --         -7.06        5.36    16.14     12.07        5.68
PNDM1            New Dimensions Fund(R)(11/99; 5/96)             --         -6.21       22.30      --        --        16.71
PSPF1            S&P 500 Index Fund (___; 5/00)                  --           --          --       --        --          --
PSCA1            Small Cap Advantage Fund (11/99; 9/99)          --         -6.86         --       --        --          --
               AIM V.I.
PCAP1            Capital Appreciation Fund (11/99; 5/93)         --         -5.27       34.81    23.54       --        13.08
PVAL1            Value Fund (11/99; 5/93)                        --         -6.67       20.25    25.18       --        14.18
               FIDELITY VIP
PBAL1            III Balanced Portfolio (Service Class)          --         -7.74       -4.37      --        --         4.38
                 (11/99; 1/95)
PGRI1            III Growth & Income Portfolio (Service          --         -7.63       -1.27      --        --        11.97
                 Class) (11/99; 12/96)
PMDC1            III Mid Cap Portfolio (Service Class)           --         -5.54       38.88      --        --        42.91
                 (11/99; 12/98)
               FRANKLIN TEMPLETON VIP TRUST
PSMC1            Franklin Small Cap Fund - Class 2 (11/99;       --         -3.89       95.67      --        --        22.14
                 10/95)1,3
PMSS1            Mutual Shares Securities Fund - Class 2         --         -7.56        4.13      --        --         1.76
                 (11/99; 11/96)1,3
PINT1            Templeton International Securities Fund -       --         -6.67       13.67    14.96       --         6.50
                 Class 2 (11/99; 5/92)1,2,3
               GALAXY VIP
PGAA1            Asset Allocation Fund (___; 2/93)               --           --        -1.99    15.28       --         4.00
PCHY1            Columbia High Yield Fund II (___; 3/98)         --           --        -7.89      --        --        -3.45
PEQU1            Equity Fund (___; 1/93)                         --           --        17.53    23.26       --         9.93
PGGI1            Growth and Income Fund (___; 3/98)              --           --        -1.95      --        --        -2.84
PHQB1            High Quality Bond Fund (___; 1/93)              --           --       -11.84     5.62       --        -3.11
PSCG1            Small Company Growth Fund (___; 4/98)           --           --        57.34      --        --        16.97
               JANUS ASPEN SERIES
PJAG1            Aggressive Growth Portfolio: Service Shares     --           --       112.50    33.80       --        24.65
                 (___; 9/93)
PJGT1            Global Technology Portfolio: Service Shares     --           --          --       --        --          --
                 (___; 1/00)
PJGP1            Growth Portfolio: Service Shares (___; 9/93)    --           --        33.22    26.55       --        14.05
               MFS(R) VARIABLE INSURANCE TRUSTSM
PSGI1            Growth with Income Series - Service Class       --           --        -2.32      --        --        18.85
                 (___; 5/00)
PSND1            New Discovery Series - Service Class (___;      --           --        63.21      --        --        31.10
                 5/00)
PSTR1            Total Return Series - Service Class (___;       --           --        -5.60      --        --         6.29
                 5/00)
PSUT1            Utilities Series - Service Class (___; 5/00)    --           --        21.15      --        --        16.84

<PAGE>

               PUTNAM VARIABLE TRUST
PGIN1            Putnam VT Growth and Income Fund - Class IB     --         -8.31       -7.14    17.83     12.75        8.51
                 Shares (11/99; 2/88) ***
PIGR1            Putnam VT International Growth Fund - Class     --         -4.95       50.04      --        --        20.45
                 IB Shares (11/99; 1/97)***
PVIS1            Putnam VT Vista Fund - Class IB (11/99;         --         -4.74       42.77      --        --        21.39
                 1/97)***

*    (Commencement date of the subaccount; commencement date of the Fund)
**   Current  applicable  charges deducted from fund  performance  include a $30
     contract  administrative  charge, a 1.10% mortality and expense risk fee, a
     0.15% variable  account  administrative  charge and  applicable  withdrawal
     charges. Premium taxes are not reflected in these total returns.
***  Class IB shares  commenced  operations on April 30, 1998. For periods prior
     to the inception of Class IB shares,  performance  information for Class IB
     shares is based upon  performance of the Fund's Class IA shares adjusted to
     reflect the fees paid by Class IB shares, including a 12b-1 fee of 0.15%.
1    Because  Class 2 shares  were not  offered  until  1/6/99  (or  5/1/97  for
     Templeton  International  Securities  Fund),   standardized  Class  2  fund
     performance  for prior  periods  represents  historical  results of Class 1
     shares.  For periods  beginning  on 1/6/99 (or  5/1/97),  Class 2's results
     reflect an  additional  12b-1 fee  expense  which also  affects  all future
     performance. Figures assume reinvestment of dividends and capital gains.
2    Performance prior to the 5/1/00 merger reflects the historical  performance
     of the Templeton International Fund.
3    These  returns  reflect  periods of rapidly  rising stock  markets and such
     gains may not continue.  On going stock market volatility,  particularly in
     the  technology  sector  can  dramatically  change  the  funds'  short term
     performance; current results may be lower.

</TABLE>

<PAGE>

Cumulative Total Return

Cumulative  total  return  represents  the  cumulative  change  in  value  of an
investment for a given period (reflecting change in a 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  one-,  five-,  or 10- year (or
                  other) period at the end of the one-,  five-,  or 10- year (or
                  other) period (or fractional portion thereof)

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

Calculation of Yield for Variable Subaccounts Investing in Money Market Funds

Annualized Simple Yield

For  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 the  difference  by the value of the  subaccount  at the
               beginning of the period to obtain the base period return; and

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

The subaccount's value includes:

          o    any declared dividends;

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

          o    any dividends declared for such shares.

It does not include:

          o    the effect of any applicable withdrawal charge; or

          o    any realized or unrealized gains or losses.

Annualized Compound Yield

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

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

<PAGE>
<TABLE>
<CAPTION>

Annualized Yields based on the Seven-Day Period Ending Dec. 31, 1999
<S>              <C>                                                    <C>               <C>

Subaccount                            Investing In                         Simple Yield       Compound Yield
----------                            ------------                         ------------       --------------
PCMG1             AXPSM Variable Portfolio - Cash Management Fund             4.62%                  4.73%
PCMG2             AXPSM Variable Portfolio - Cash Management Fund             4.82                   4.93
</TABLE>

You must consider  (when  comparing an investment  in  subaccounts  investing in
money market funds with fixed  annuities)  that fixed annuities often provide an
agreed-to  or  guarantee  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 in which the subaccount
invests.

Annualized Yields Based on 30-Day Period Ending Dec. 31, 1999

Subaccount                     Investing In                               Yield
PEXI1          AXPSM Variable Portfolio - Extra Income Fund               11.28
PEXI2          AXPSM Variable Portfolio - Extra Income Fund               11.19

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

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

<PAGE>

CALCULATING ANNUITY PAYOUTS

The Variable Account

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

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

o    determine the dollar value of your annuity on the  valuation  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. 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; 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 subaccount.

<PAGE>

The Fixed Account

We guarantee your fixed annuity payout  amounts.  Once  calculated,  your payout
will remain the same and never change. To calculate your annuity payouts we:

o    take the value of your fixed account at the retirement date or the date you
     have selected to begin receiving your annuity payouts; then

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

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

RATING AGENCIES

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

Withdrawal charges received by AEFA for the last year aggregated total $479,554.
Commissions paid by AEL for the last year aggregated total $5,924,368.

The contract is new, and therefore,  we have not received any surrender  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.

<PAGE>

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
American  Enterprise  Variable  Annuity  Account -- American  Express(R)  Galaxy
Premier Variable Annuity

Statements of Net Assets
December 31, 1999

                                                                            Segregated Asset Subaccounts

Assets                                              PCMG1          PCMG2         PDEI1          PDEI2        PEXI1         PEXI2
Investments in shares of mutual funds and
portfolios:
<S>                                                 <C>            <C>           <C>            <C>          <C>           <C>
  at cost                                           $ 261          $ 261         $ 261          $ 262        $ 261         $ 261
                                                    -----          -----         -----          -----        -----         -----
  at market value                                   $ 261          $ 261         $ 267          $ 267        $ 265         $ 265
Dividends receivable                                    1              1            --             --            2             2
                                                        -              -           ---            ---            -             -
Total assets                                          262            262           267            267          267           267
                                                      ===            ===           ===            ===          ===           ===

Net assets applicable to contracts in
accumulation period                                 $ 262          $ 262         $ 267          $ 267        $ 267         $ 267
                                                    =====          =====         =====          =====        =====         =====
Accumulation units outstanding                        260            260           262            262          259           259
                                                      ===            ===           ===            ===          ===           ===
Net asset value per accumulation unit               $1.01          $1.01         $1.02          $1.02        $1.03         $1.03
                                                    =====          =====         =====          =====        =====         =====


Assets                                              PMGD1          PMGD2         PNDM1          PNDM2        PSCA1         PSCA2
Investments in shares of mutual funds and
portfolios:
  at cost                                           $ 273          $ 275         $ 262          $ 266        $ 261         $ 260
                                                    -----          -----         -----          -----        -----         -----
  at market value                                   $ 279          $ 279         $ 296          $ 296        $ 282         $ 282
Dividends receivable                                   --             --            --             --           --            --
                                                      ---            ---           ---            ---          ---           ---
Total assets                                          279            279           296            296          282           282
                                                      ===            ===           ===            ===          ===           ===

Net assets applicable to contracts in
accumulation period                                 $ 279          $ 279         $ 296          $ 296        $ 282         $ 282
                                                    =====          =====         =====          =====        =====         =====
Accumulation units outstanding                        259            259           257            257          254           254
                                                      ===            ===           ===            ===          ===           ===
Net asset value per accumulation unit               $1.08          $1.08         $1.15          $1.15        $1.11         $1.11
                                                    =====          =====         =====          =====        =====         =====


Assets                                              PCAP1          PCAP2         PVAL1          PVAL2        PBAL1         PBAL2
Investments in shares of mutual funds and
portfolios:
  at cost                                           $ 266          $ 271         $ 264          $ 269        $ 195         $ 196
                                                    -----          -----         -----          -----        -----         -----
  at market value                                   $ 317          $ 317         $ 287          $ 287        $ 199         $ 199
Dividends receivable                                   --             --            --             --           --            --
                                                      ---            ---           ---            ---          ---           ---
Total assets                                          317            317           287            287          199           199
                                                      ===            ===           ===            ===          ===           ===

<PAGE>

Net assets applicable to contracts in
accumulation period                                 $ 317          $ 317         $ 287          $ 287        $ 199         $ 199
                                                    =====          =====         =====          =====        =====         =====
Accumulation units outstanding                        251            251           258            258          196           196
                                                      ===            ===           ===            ===          ===           ===
Net asset value per accumulation unit               $1.26          $1.26         $1.11          $1.11        $1.02         $1.02
                                                    =====          =====         =====          =====        =====         =====


Assets                                              PGRI1         PGRI2         PMDC1          PMDC2        PSMC1          PSMC2
Investments in shares of mutual funds and
portfolios:
  at cost                                           $ 195          $ 196         $ 196          $ 199        $ 260         $ 266
                                                    -----          -----         -----          -----        -----         -----
  at market value                                   $ 200          $ 200         $ 233          $ 233        $ 349         $ 349
Dividends receivable                                   --             --            --             --           --            --
                                                      ---            ---           ---            ---          ---           ---
Total assets                                          200            200           233            233          349           349
                                                      ===            ===           ===            ===          ===           ===

Net assets applicable to contracts in
accumulation period                                 $ 200          $ 200         $ 233          $ 233        $ 349         $ 349
                                                    =====          =====         =====          =====        =====         =====
Accumulation units outstanding                        195            195           188            188          243           243
                                                      ===            ===           ===            ===          ===           ===
Net asset value per accumulation unit               $1.03          $1.03         $1.24          $1.24        $1.43         $1.43
                                                    =====          =====         =====          =====        =====         =====


Assets                                              PMSS1          PMSS2         PINT1          PINT2        PGIN1         PGIN2
Investments in shares of mutual funds and
portfolios:
  at cost                                           $ 260          $ 259         $ 260          $ 263        $ 260         $ 259
                                                    -----          -----         -----          -----        -----         -----
  at market value                                   $ 269          $ 269         $ 286          $ 286        $ 254         $ 254
Dividends receivable                                   --             --            --             --           --            --
                                                      ---            ---           ---            ---          ---           ---
Total assets                                          269            269           286            286          254           254
                                                      ===            ===           ===            ===          ===           ===

Net assets applicable to contracts in
accumulation period                                 $ 269          $ 269         $ 286          $ 286        $ 254         $ 254
                                                    =====          =====         =====          =====        =====         =====
Accumulation units outstanding                        260            260           254            254          262           262
                                                      ===            ===           ===            ===          ===           ===
Net asset value per accumulation unit               $1.03          $1.03         $1.13          $1.13        $0.97         $0.97
                                                    =====          =====         =====          =====        =====         =====


                                                                                                          Combined
                                                                                                          Variable
Assets                                              PIGR1          PIGR2         PVIS1          PVIS2      Account
Investments in shares of mutual funds and
portfolios:
  at cost                                           $ 260          $ 268         $ 284          $ 290      $ 8,600
                                                    -----          -----         -----          -----      -------
  at market value                                   $ 324          $ 324         $ 329          $ 329      $ 9,394
Dividends receivable                                   --             --            --             --            6
                                                      ---            ---           ---            ---            -
Total assets                                          324            324           329            329        9,400
                                                      ===            ===           ===            ===        =====

Net assets applicable to contracts in
accumulation period                                 $ 324          $ 324         $ 329          $ 329      $ 9,400
                                                    =====          =====         =====          =====      =======
Accumulation units outstanding                        252            252           253            253
                                                      ===            ===           ===            ===
Net asset value per accumulation unit               $1.29          $1.29         $1.30          $1.30
                                                    =====          =====         =====          =====

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
American  Enterprise  Variable  Annuity  Account -- American  Express(R)  Galaxy
Premier Variable Annuity

Statements of Operations
Period ended December 31, 1999

                                                                                   Segregated Asset Subaccounts

Investment income                                          PCMG11        PCMG22        PDEI11      PDEI22        PEXI11      PEXI22
Dividend income from mutual funds and
<S>                                                           <C>           <C>           <C>         <C>           <C>         <C>
portfolios                                                    $ 2           $ 2           $ 1         $ 1           $ 4         $ 4
Mortality and expense risk fee                                  1             1             1           1             1           1
                                                                -             -             -           -             -           -
Investment income (loss) - net                                  1             1            --          --             3           3
                                                                =             =           ===         ===             =           =

Realized and unrealized gain (loss) on investments - net
Realized gain (loss) on sales of investments in
mutual funds and portfolios:
  Proceeds from sales                                          --            --            --          --            --          --
  Cost of investments sold                                     --            --            --          --            --          --
                                                              ---           ---           ---         ---           ---         ---
Net realized gain (loss) on investments                        --            --            --          --            --          --
Net change in unrealized appreciation or
depreciation of investments                                    --            --             6           5             4           4
                                                              ---           ---             -           -             -           -
Net gain (loss) on investments                                 --            --             6           5             4           4
                                                              ---           ---             -           -             -           -
Net increase (decrease) in net assets resulting
from operations                                               $ 1           $ 1           $ 6         $ 5           $ 7         $ 7
                                                              ===           ===           ===         ===           ===         ===

1 For the period Nov. 10, 1999 (commencement of operations) to Dec. 31, 1999.
2 For the period Nov. 12, 1999 (commencement of operations) to Dec. 31, 1999.


Investment income                                          PMGD11        PMGD22        PNDM11      PNDM22        PSCA11      PSCA22
Dividend income from mutual funds and portfolios             $ 13          $ 13           $ 2         $ 2           $ 2         $ 2
Mortality and expense risk fee                                  1             1             1           1             1           1
                                                                -             -             -           -             -           -
Investment income (loss) - net                                 12            12             1           1             1           1
                                                               ==            ==             =           =             =           =

Realized and unrealized gain (loss) on investments - net
Realized gain (loss) on sales of investments in
mutual funds and portfolios:
  Proceeds from sales                                          --            --            --          --            --          --
  Cost of investments sold                                     --            --            --          --            --          --
                                                              ---           ---           ---         ---           ---         ---
Net realized gain (loss) on investments                        --            --            --          --            --          --
Net change in unrealized appreciation or
depreciation of investments                                     6             4            34          30            21          22
                                                                -             -            --          --            --          --
Net gain (loss) on investments                                  6             4            34          30            21          22
                                                                -             -            --          --            --          --
Net increase (decrease) in net assets resulting
from operations                                              $ 18          $ 16          $ 35        $ 31          $ 22        $ 23
                                                             ====          ====          ====        ====          ====        ====

1 For the period Nov. 10, 1999 (commencement of operations) to Dec. 31, 1999.
2 For the period Nov. 12, 1999 (commencement of operations) to Dec. 31, 1999.

<PAGE>

Investment income                                          PCAP13        PCAP24        PVAL11      PVAL22        PBAL11      PBAL22
Dividend income from mutual funds and portfolios              $ 7           $ 7           $ 5         $ 5           $--         $--
Mortality and expense risk fee                                  1             1             1           1            --          --
                                                                -             -             -           -           ---         ---
Investment income (loss) - net                                  6             6             4           4            --          --
                                                                -             -             -           -           ---         ---

Realized and unrealized gain (loss) on investments - net
Realized gain (loss) on sales of investments in
mutual funds and portfolios:
  Proceeds from sales                                          --            --            --           1             1          --
  Cost of investments sold                                     --            --            --           1             1          --
                                                              ---           ---           ---           -             -         ---
Net realized gain (loss) on investments                        --            --            --          --            --          --
Net change in unrealized appreciation or
depreciation of investments                                    51            46            23          18             4           3
                                                               --            --            --          --             -           -
Net gain (loss) on investments                                 51            46            23          18             4           3
                                                               --            --            --          --             -           -
Net increase (decrease) in net assets resulting
from operations                                              $ 57          $ 52          $ 27        $ 22           $ 4         $ 3
                                                             ====          ====          ====        ====           ===         ===

1 For the period Nov. 10, 1999 (commencement of operations) to Dec. 31, 1999.
2 For the period Nov. 12, 1999 (commencement of operations) to Dec. 31, 1999.
3 For the period Nov. 9, 1999 (commencement of operations) to Dec. 31, 1999.
4 For the period Nov. 11, 1999 (commencement of operations) to Dec. 31, 1999.


Investment income                                          PGRI11        PGRI22        PMDC11      PMDC22        PSMC11      PSMC22
Dividend income from mutual funds and portfolios              $--           $--           $ 1         $ 1           $--         $--
Mortality and expense risk fee                                 --            --            --          --            --          --
                                                              ---           ---           ---         ---           ---         ---
Investment income (loss) - net                                 --            --             1           1            --          --
                                                              ===           ===             =           =           ===         ===

Realized and unrealized gain (loss) on investments - net
Realized gain (loss) on sales of investments in
mutual funds and portfolios:
  Proceeds from sales                                           1            --            --          --            --          --
  Cost of investments sold                                      1            --            --          --            --          --
                                                              ---           ---           ---         ---           ---         ---
Net realized gain (loss) on investments                        --            --            --          --            --          --
Net change in unrealized appreciation or
depreciation of investments                                     5             4            37          34            89          83
                                                                -             -            --          --            --          --
Net gain (loss) on investments                                  5             4            37          34            89          83
                                                                -             -            --          --            --          --
Net increase (decrease) in net assets resulting
from operations                                               $ 5           $ 4          $ 38        $ 35          $ 89        $ 83
                                                              ===           ===          ====        ====          ====        ====

1 For the period Nov. 9, 1999 (commencement of operations) to Dec. 31, 1999.
2 For the period Nov. 11, 1999 (commencement of operations) to Dec. 31, 1999.

<PAGE>

Investment income                                          PMSS11        PMSS22        PINT11      PINT22        PGIN11      PGIN22
Dividend income from mutual funds and portfolios              $--           $--           $--         $--           $--         $--
Mortality and expense risk fee                                 --            --            --          --            --          --
                                                              ---           ---           ---         ---           ---         ---
Investment income (loss) - net                                 --            --            --          --            --          --
                                                              ===           ===           ===         ===           ===         ===

Realized and unrealized gain (loss) on investments - net
Realized gain (loss) on sales of investments in
mutual funds and portfolios:
  Proceeds from sales                                          --            --            --          --            --          --
  Cost of investments sold                                     --            --            --          --            --          --
                                                              ---           ---           ---         ---           ---         ---
Net realized gain (loss) on investments                        --            --            --          --            --          --
Net change in unrealized appreciation or
depreciation of investments                                     9            10            26          23            (6)         (5)
                                                                -            --            --          --            --          --
Net gain (loss) on investments                                  9            10            26          23            (6)         (5)
                                                                -            --            --          --            --          --
Net increase (decrease) in net assets resulting
from operations                                               $ 9          $ 10          $ 26        $ 23          $ (6)       $ (5)
                                                              ===          ====          ====        ====          ====        ====

1 For the period Nov. 9, 1999 (commencement of operations) to Dec. 31, 1999.
2 For the period Nov. 11, 1999 (commencement of operations) to Dec. 31, 1999.


                                                                                                                Combined
                                                                                                                Variable
Investment income                                          PIGR11        PIGR22        PVIS11      PVIS22        Account
Dividend income from mutual funds and portfolios              $--           $--          $ 24        $ 24         $ 122
Mortality and expense risk fee                                 --            --            --          --            16
                                                              ---           ---           ---         ---           ---
Investment income (loss) - net                                 --            --            24          24           106

Realized and unrealized gain (loss) on investments - net
Realized gain (loss) on sales of investments in
mutual funds and portfolios:
  Proceeds from sales                                          --             1            --          --             4
  Cost of investments sold                                     --             1            --          --             4
                                                              ---           ---           ---         ---           ---
Net realized gain (loss) on investments                        --            --            --          --            --
Net change in unrealized appreciation or
depreciation of investments                                    64            56            45          39           794
                                                               --            --            --          --           ---
Net gain (loss) on investments                                 64            56            45          39           794
                                                               --            --            --          --           ---
Net increase (decrease) in net assets resulting
from operations                                              $ 64          $ 56          $ 69        $ 63         $ 900
                                                             ====          ====          ====        ====         =====

1 For the period Nov. 9, 1999 (commencement of operations) to Dec. 31, 1999.
2 For the period Nov. 11, 1999 (commencement of operations) to Dec. 31, 1999.


See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

American  Enterprise  Variable  Annuity  Account -- American  Express(R)  Galaxy
Premier Variable Annuity

Statements of Changes in Net Assets
Period ended December 31, 1999

                                                                            Segregated Asset Subaccounts

Operations                                            PCMG11        PCMG22        PDEI11       PDEI22        PEXI11        PEXI22
<S>                                                      <C>           <C>           <C>          <C>           <C>           <C>
Investment income (loss) - net                           $ 1           $ 1           $--          $--           $ 3           $ 3
Net change in unrealized appreciation or
depreciation of investmeents                              --            --             6            5             4             4
                                                         ---           ---             -            -             -             -
Net increase (decrease) in net assets resulting
from operations                                            1             1             6            5             7             7
                                                           =             =             =            =             =             =

Contract transactions
Contract purchase payments                               261           261           261          262           260           260
                                                         ---           ---           ---          ---           ---           ---
Net assets at beginning of year                           --            --            --           --            --            --
                                                         ---           ---           ---          ---           ---           ---
Net assets at end of year                              $ 262         $ 262         $ 267        $ 267         $ 267         $ 267
                                                       =====         =====         =====        =====         =====         =====

Accumulation unit activity
Units outstanding at beginning of year                    --            --            --           --            --            --
Contract purchase payments                               260           260           262          262           259           259
                                                         ---           ---           ---          ---           ---           ---
Units outstanding at end of year                         260           260           262          262           259           259
                                                         ===           ===           ===          ===           ===           ===

1 For the period Nov. 10, 1999 (commencement of operations) to Dec. 31, 1999.
2 For the period Nov. 12, 1999 (commencement of operations) to Dec. 31, 1999.


Operations                                            PMGD11        PMGD22        PNDM11       PNDM22        PSCA11        PSCA22
Investment income (loss) - net                          $ 12          $ 12           $ 1          $ 1           $ 1           $ 1
Net change in unrealized appreciation or
depreciation of investments                                6             4            34           30            21            22
                                                           -             -            --           --            --            --
Net increase (decrease) in net assets resulting
from operations                                           18            16            35           31            22            23
                                                          ==            ==            ==           ==            ==            ==

Contract transactions
Contract purchase payments                               261           263           261          265           260           259
                                                         ---           ---           ---          ---           ---           ---
Net assets at beginning of year                           --            --            --           --            --            --
                                                         ---           ---           ---          ---           ---           ---
Net assets at end of year                              $ 279         $ 279         $ 296        $ 296         $ 282         $ 282
                                                       =====         =====         =====        =====         =====         =====

Accumulation unit activity
Units outstanding at beginning of year                    --            --            --           --            --            --
Contract purchase payments                               259           259           257          257           254           254
                                                         ---           ---           ---          ---           ---           ---
Units outstanding at end of year                         259           259           257          257           254           254
                                                         ===           ===           ===          ===           ===           ===

1 For the period Nov. 10, 1999 (commencement of operations) to Dec. 31, 1999.
2 For the period Nov. 12, 1999 (commencement of operations) to Dec. 31, 1999.

<PAGE>

Operations                                            PCAP13        PCAP24        PVAL11       PVAL22        PBAL11        PBAL22
Investment income (loss) - net                           $ 6           $ 6           $ 4          $ 4           $--           $--
Net change in unrealized appreciation or
depreciation of investments                               51            46            23           18             4             3
                                                          --            --            --           --             -             -
Net increase (decrease) in net assets resulting
from operations                                           57            52            27           22             4             3
                                                          ==            ==            ==           ==             =             =

Contract transactions
Contract purchase payments                               260           265           260          265           195           196
                                                         ---           ---           ---          ---           ---           ---
Net assets at beginning of year                           --            --            --           --            --            --
                                                         ---           ---           ---          ---           ---           ---
Net assets at end of year                              $ 317         $ 317         $ 287        $ 287         $ 199         $ 199
                                                       =====         =====         =====        =====         =====         =====

Accumulation unit activity
Units outstanding at beginning of year                    --            --            --           --            --            --
Contract purchase payments                               251           251           258          258           196           196
                                                         ---           ---           ---          ---           ---           ---
Units outstanding at end of year                         251           251           258          258           196           196
                                                         ===           ===           ===          ===           ===           ===

1 For the period Nov. 10, 1999 (commencement of operations) to Dec. 31, 1999.
2 For the period Nov. 12, 1999 (commencement of operations) to Dec. 31, 1999.
3 For the period Nov. 9, 1999 (commencement of operations) to Dec. 31, 1999.
4 For the period Nov. 11, 1999 (commencement of operations) to Dec. 31, 1999.


Operations                                            PGRI11        PGRI22        PMDC11       PMDC22        PSMC11        PSMC22
Investment income (loss) - net                           $--           $--           $ 1          $ 1           $--           $--
Net change in unrealized appreciation or
depreciation of investments                                5             4            37           34            89            83
                                                           -             -            --           --            --            --
Net increase (decrease) in net assets resulting
from operations                                            5             4            38           35            89            83
                                                           =             =            ==           ==            ==            ==

Contract transactions
Contract purchase payments                               195           196           195          198           260           266
Net assets at beginning of year                           --            --            --           --            --            --
                                                         ---           ---           ---          ---           ---           ---
Net assets at end of year                              $ 200         $ 200         $ 233        $ 233         $ 349         $ 349
                                                       =====         =====         =====        =====         =====         =====

Accumulation unit activity
Units outstanding at beginning of year                    --            --            --           --            --            --
Contract purchase payments                               195           195           188          188           243           243
                                                         ---           ---           ---          ---           ---           ---
Units outstanding at end of year                         195           195           188          188           243           243
                                                         ===           ===           ===          ===           ===           ===

1 For the period Nov. 9, 1999 (commencement of operations) to Dec. 31, 1999.
2 For the period Nov. 11, 1999 (commencement of operations) to Dec. 31, 1999.

<PAGE>

Operations                                            PMSS11        PMSS22        PINT11       PINT22        PGIN11        PGIN22
Investment income (loss) - net                           $--           $--           $--          $--           $--           $--
Net change in unrealized appreciation or
depreciation of investments                                9            10            26           23            (6)           (5)
                                                           -            --            --           --            --            --
Net increase (decrease) in net assets resulting
from operations                                            9            10            26           23            (6)           (5)
                                                           =            ==            ==           ==            ==            ==

Contract transactions
Contract purchase payments                               260           259           260          263           260           259
Net assets at beginning of year                           --            --            --           --            --            --
                                                         ---           ---           ---          ---           ---           ---
Net assets at end of year                              $ 269         $ 269         $ 286        $ 286         $ 254         $ 254
                                                       =====         =====         =====        =====         =====         =====

Accumulation unit activity
Units outstanding at beginning of year                    --            --            --           --            --            --
Contract purchase payments                               260           260           254          254           262           262
                                                         ---           ---           ---          ---           ---           ---
Units outstanding at end of year                         260           260           254          254           262           262
                                                         ===           ===           ===          ===           ===           ===

1 For the period Nov. 9, 1999 (commencement of operations) to Dec. 31, 1999.
2For the period Nov. 11, 1999 (commencement of operations) to Dec. 31, 1999.


                                                                                                            Combined
                                                                                                            Variable
Operations                                            PIGR11        PIGR22        PVIS11       PVIS22        Account
Investment income (loss) - net                           $--           $--          $ 24         $ 24         $ 106
Net change in unrealized appreciation or
depreciation of invesmeents                               64            56            45           39           794
                                                          --            --            --           --           ---
Net increase (decrease) in net assets resulting
from operations                                           64            56            69           63           900
                                                          ==            ==            ==           ==           ===

Contract transactions
Contract purchase payments                               260           268           260          266          8,500
                                                         ---           ---           ---          ---          -----
Net assets at beginning of year                           --            --            --           --             --
                                                         ---           ---           ---          ---           ----
Net assets at end of year                              $ 324         $ 324         $ 329        $ 329        $ 9,400
                                                       =====         =====         =====        =====        =======

Accumulation unit activity
Units outstanding at beginning of year                    --            --            --           --
Contract purchase payments                               252           252           253          253
                                                         ---           ---           ---          ---
Units outstanding at end of year                         252           252           253          253
                                                         ===           ===           ===          ===

1 For the period Nov. 9, 1999 (commencement of operations) to Dec. 31, 1999.
2 For the period Nov. 11, 1999 (commencement of operations) to Dec. 31, 1999.

See accompanying notes to financial statements.
</TABLE>

<PAGE>

American  Enterprise  Variable  Annuity  Account -  American  Express(R)  Galaxy
Premier Variable Annuity

Annual Financial Information

Report of Independent Auditors

The Board of Directors
American Enterprise Life Insurance Company

We have  audited the  individual  and combined  statements  of net assets of the
segregated  asset  subaccounts of American  Enterprise  Variable Annuity Account
(comprised of subaccounts PCMG1,  PCMG2,  PDEI1,  PDEI2,  PEXI1,  PEXI2,  PMGD1,
PMGD2,  PNDM1,  PNDM2,  PSCA1,  PSCA2, PCAP1, PCAP2, PVAL1, PVAL2, PBAL1, PBAL2,
PGRI1,  PGRI2,  PMDC1,  PMDC2,  PSMC1, PSMC2, PMSS1, PMSS2, PINT1, PINT2, PGIN1,
PGIN2,  PIGR1,  PIGR2, PVIS1 and PVIS2) as of December 31, 1999, and the related
statements  of  operations  and changes in net assets for the periods  indicated
therein.  These financial statements are the responsibility of the management of
American Enterprise Life Insurance Company.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial  statements.  Our
procedures  included  confirmation of securities owned at December 31, 1999 with
the affiliated  and  unaffiliated  mutual fund managers.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the individual and combined  financial  position of the
segregated asset subaccounts of American Enterprise Variable Annuity Account (as
described  above) at December 31, 1999, and the individual and combined  results
of  their  operations  and the  changes  in their  net  assets  for the  periods
indicated therein, in conformity with accounting  principles  generally accepted
in the United States.

/s/ Ernst & Young LLP
    Ernst & Young LLP
Minneapolis, Minnesota
March 17, 2000

<PAGE>

American  Enterprise  Variable  Annuity  Account -  American  Express(R)  Galaxy
Premier Variable Annuity

Notes to Financial Statements

1. ORGANIZATION

American Enterprise Variable Annuity Account (the Account) was established under
Indiana law on July 15, 1987 and the  subaccounts  are registered  together as a
single unit  investment  trust of American  Enterprise  Life  Insurance  Company
(American  Enterprise Life) under the Investment Company Act of 1940, as amended
(the 1940 Act). Operations of the Account commenced on Feb. 21, 1995.

The  Account  is  comprised  of various  subaccounts.  Each  subaccount  invests
exclusively in shares of the following mutual funds or portfolios (collectively,
the Funds),  which are registered  under the 1940 Act as  diversified,  open-end
management investment companies and have the following investment managers.

<TABLE>
<CAPTION>

Subaccount               Invests exclusively in shares of                          Investment Manager
<S>                      <C>                                                       <C>
PCMG1                    AXPSM Variable Portfolio-- Cash Management Fund           IDS Life Insurance Company 1
PCMG2
PDEI1                    AXPSM Variable Portfolio-- Diversified Equity Income      IDS Life Insurance Company 1
PDEI2                    Fund
PEXI1                    AXPSM Variable Portfolio-- Extra Income Fund              IDS Life Insurance Company 1
PEXI2
PMGD1                    AXPSM Variable Portfolio-- Managed Fund                   IDS Life Insurance Company 1
PMGD2
PNDM1                    AXPSM Variable Portfolio-- New Dimensions Fund            IDS Life Insurance Company 1
PNDM2
PSCA1                    AXPSM Variable Portfolio-- Small Cap Advantage Fund       IDS Life Insurance Company 2
PSCA2
PCAP1                    AIM V.I. Capital Appreciation Fund                        A I M Advisors, Inc.
PCAP2
PVAL1                    AIM V.I. Value Fund                                       A I M Advisors, Inc.
PVAL2
PBAL1                    Fidelity VIP Balanced Portfolio - Service Class           Fidelity Management & Research
PBAL2                                                                              Company (FMR) 3
PGRI1                    Fidelity VIP Growth & Income Portfolio - Service Class    FMR 4
PGRI2
PMDC1                    Fidelity VIP Mid Cap Portfolio - Service Class            FMR 4
PMDC2
PSMC1                    FTVIPT Franklin Small Cap Fund - Class 2                  Franklin Advisers, Inc.
PSMC2
PMSS1                    FTVIPT Mutual Shares Securities Fund - Class 2            Franklin Mutual Advisers, LLC
PMSS2
PINT1                    FTVIPT Templeton International Securities Fund - Class 2  Templeton Investment Counsel, Inc.
PINT2
PGIN1                    Putnam VT Growth and Income Fund - Class IB  Shares       Putnam Investment Management, Inc.
PGIN2
PIGR1                    Putnam VT International Growth Fund - Class IB Shares     Putnam Investment Management, Inc.
PIGR2
PVIS1                    Putnam VT Vista Fund - Class IB Shares                    Putnam Investment Management, Inc.
PVIS2

1    American Express Financial Corporation (AEFC) is the investment advisor.
2    AEFC is the  investment  advisor.  Kenwood  Capital  Management  LLC is the
     sub-investment advisor.
3    FMR U.K.,  FMR Far East and Fidelity  Investments  Money Market  Management
     Inc. (FIMM) are the  sub-investment  advisors.
4    FMR U.K. and FMR Far East are the sub-investment advisors.
</TABLE>
<PAGE>

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investments in the Funds

Investments  in shares of the Funds are stated at market  value which is the net
asset  value  per  share  as  determined  by the  respective  Funds.  Investment
transactions  are  accounted  for on the date the shares are purchased and sold.
The cost of  investments  sold and  redeemed is  determined  on the average cost
method.  Dividend  distributions  received  from the  Funds  are  reinvested  in
additional  shares of the Funds and are recorded as income by the subaccounts on
the ex-dividend date.

Unrealized  appreciation  or  depreciation  of investments  in the  accompanying
financial   statements   represents  the   subaccounts'   share  of  the  Funds'
undistributed net investment income, undistributed realized gain or loss and the
unrealized appreciation or depreciation on their investment securities.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosures  of contingent  assets and  liabilities at the date of the financial
statements and the reported  amounts of increase and decrease in net assets from
operations during the period. Actual results could differ from those estimates.

Federal Income Taxes

American  Enterprise Life is taxed as a life insurance  company.  The Account is
treated as part of American  Enterprise  Life for federal  income tax  purposes.
Under existing  federal income tax law, no income taxes are payable with respect
to any investment income of the Account.

3. MORTALITY AND EXPENSE RISK FEE

American  Enterprise  Life makes  contractual  assurances  to the  Account  that
possible  future  adverse  changes  in  administrative  expenses  and  mortality
experience of the contract  owners and  annuitants  will not affect the Account.
The mortality and expense risk fee paid to American  Enterprise Life is computed
daily and is equal,  on an annual basis, to either 1.00% or 1.10% of the average
daily net assets of the subaccounts,  depending on the death benefit option that
applies to the contract.

4. ADMINISTRATIVE CHARGE

American  Enterprise  Life deducts a daily charge equal,  on an annual basis, to
0.15% of the average daily net assets of each  subaccount  as an  administrative
charge. This charge covers certain  administrative and operating expenses of the
subaccounts  incurred by American Enterprise Life such as accounting,  legal and
data processing fees, and expenses  involved in the preparation and distribution
of reports and prospectuses. This charge cannot be increased.

<PAGE>

5. CONTRACT ADMINISTRATIVE CHARGE

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

6. WITHDRAWAL CHARGE

American Enterprise Life will use a withdrawal charge to help it recover certain
expenses relating to the sale of the annuity.  The withdrawal charge is deducted
for  withdrawals  up to the first  seven  payment  years  following  a  purchase
payment.  Charges by American Enterprise Life for withdrawals are not identified
on an individual  segregated  asset account  basis.  Charges for all  segregated
asset accounts  amounted to $479,554 in 1999.  Such charges are not treated as a
separate expense of the subaccounts.  They are ultimately deducted from contract
withdrawal  benefits paid by American  Enterprise Life. This charge is waived if
the withdrawal meets certain provisions as stated in the contract.
<PAGE>
<TABLE>
<CAPTION>

7. INVESTMENT IN SHARES

The subaccounts' investment in shares of the Funds as of Dec. 31, 1999 were as follows:

Subaccount              Investment                                                        Shares          NAV
<S>                     <C>                                                                  <C>         <C>
PCMG1                   AXPSM Variable Portfolio-- Cash Management Fund                      261         1.00
PCMG2                                                                                        261         1.00
PDEI1                   AXPSM Variable Portfolio-- Diversified Equity Income Fund             26        10.19
PDEI2                                                                                         26        10.19
PEXI1                   AXPSM Variable Portfolio-- Extra Income Fund                          31         8.58
PEXI2                                                                                         31         8.58
PMGD1                   AXPSM Variable Portfolio-- Managed Fund                               14        19.82
PMGD2                                                                                         14        19.82
PNDM1                   AXPSM Variable Portfolio-- New Dimensions Fund                        13        22.86
PNDM2                                                                                         13        22.86
PSCA1                   AXPSM Variable Portfolio-- Small Cap Advantage Fund                   25        11.13
PSCA2                                                                                         25        11.13
PCAP1                   AIM V.I. Capital Appreciation Fund                                     9        35.58
PCAP2                                                                                          9        35.58
PVAL1                   AIM V.I. Value Fund                                                    9        33.50
PVAL2                                                                                          9        33.50
PBAL1                   Fidelity VIP Balanced Portfolio - Service Class                       12        15.94
PBAL2                                                                                         12        15.94
PGRI1                   Fidelity VIP Growth & Income Portfolio - Service Class                12        17.24
PGRI2                                                                                         12        17.24
PMDC1                   Fidelity VIP Mid Cap Portfolio - Service Class                        15        15.24
PMDC2                                                                                         15        15.24
PSMC1                   FTVIPT Franklin Small Cap Fund - Class 2                              13        26.79
PSMC2                                                                                         13        26.79
PMSS1                   FTVIPT Mutual Shares Securities Fund - Class 2                        20        13.25
PMSS2                                                                                         20        13.25
PINT1                   FTVIPT Templeton International Securities Fund - Class 2              13        22.13
PINT2                                                                                         13        22.13
PGIN1                   Putnam VT Growth and Income Fund - Class IB  Shares                    9        26.75
PGIN2                                                                                          9        26.75
PIGR1                   Putnam VT International Growth Fund - Class IB Shares                 15        21.62
PIGR2                                                                                         15        21.62
PVIS1                   Putnam VT Vista Fund - Class IB Shares                                16        20.65
PVIS2                                                                                         16        20.65
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

8. INVESTMENT TRANSACTIONS

The subaccounts' purchases of Funds' shares,  including reinvestment of dividend
distributions, were as follows:

                                                                          Year ended Dec. 31,
Subaccount       Investment                                                     1999
<S>              <C>                                                                 <C>
PCMG11           AXPSM Variable Portfolio-- Cash Management Fund                     261
PCMG22                                                                               261
PDEI11           AXPSM Variable Portfolio-- Diversified Equity Income Fund           261
PDEI22                                                                               262
PEXI11           AXPSM Variable Portfolio-- Extra Income Fund                        261
PEXI22                                                                               261
PMGD11           AXPSM Variable Portfolio-- Managed Fund                             273
PMGD22                                                                               275
PNDM11           AXPSM Variable Portfolio-- New Dimensions Fund                      262
PNDM22                                                                               266
PSCA11           AXPSM Variable Portfolio-- Small Cap Advantage Fund                 261
PSCA22                                                                               260
PCAP13           AIM V.I. Capital Appreciation Fund                                  266
PCAP24                                                                               271
PVAL13           AIM V.I. Value Fund                                                 264
PVAL24                                                                               270
PBAL13           Fidelity VIP Balanced Portfolio - Service Class                     196
PBAL24                                                                               196
PGRI13           Fidelity VIP Growth & Income Portfolio - Service Class              196
PGRI24                                                                               196
PMDC13           Fidelity VIP Mid Cap Portfolio - Service Class                      196
PMDC24                                                                               199
PSMC13           FTVIPT Franklin Small Cap Fund - Class 2                            260
PSMC24                                                                               266
PMSS13           FTVIPT Mutual Shares Securities Fund - Class 2                      260
PMSS24                                                                               259
PINT13           FTVIPT Templeton International Securities Fund - Class 2            260
PINT24                                                                               263
PGIN13           Putnam VT Growth and Income Fund - Class IB  Shares                 260
PGIN24                                                                               259
PIGR13           Putnam VT International Growth Fund - Class IB Shares               260
PIGR24                                                                               269
PVIS13           Putnam VT Vista Fund - Class IB Shares                              284
PVIS24                                                                               290
                 Combined Variable Account                                        $8,604

1 Operations commenced on Nov. 10, 1999.
2 Operations commenced on  Nov. 12, 1999.
3 Operations commenced on Nov. 9, 1999.
4 Operations commenced on  Nov. 11, 1999.
</TABLE>
<PAGE>

9. YEAR 2000 (UNAUDITED)

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

A  comprehensive  review of AEFC's  computer  systems  and  business  processes,
including  those  specific  to American  Enterprise  Life and the  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 Account's operations.

AEFC's Year 2000 project also included  establishing Year 2000 contingency plans
for all key business units.  Business continuation plans, which address business
continuation  in the  event of a  system  disruption,  are in place  for all key
business  units.  As of Dec. 31,  1999,  these plans had been amended to include
specific Year 2000 considerations.

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

<PAGE>



AMERICAN ENTERPRISE LIFE INSURANCE COMPANY FINANCIAL INFORMATION


REPORT OF INDEPENDENT AUDITORS

The Board of Directors
American Enterprise Life Insurance Company


We have audited the  accompanying  balance  sheets of American  Enterprise  Life
Insurance  Company (a wholly owned subsidiary of IDS Life Insurance  Company) as
of  December  31,  1999  and  1998,  and  the  related   statements  of  income,
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1999. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of American  Enterprise  Life
Insurance  Company  at  December  31,  1999 and  1998,  and the  results  of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1999, in conformity with accounting  principles  generally accepted
in the United States.



/s/ Ernst & Young LLP
Ernst & Young LLP
February 3, 2000
Minneapolis, Minnesota

<PAGE>

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

ASSETS                                                              1999              1998
------                                                           -----------      -----------

Investments:
  Fixed maturities:
    Held to maturity, at amortized cost (fair value:
       1999, $984,103; 1998, $1,126,732)                          $1,006,349       $1,081,193
    Available for sale, at fair value (amortized cost:
       1999, $2,411,799; 1998, $2,526,712)                         2,304,487        2,594,858
                                                                 -----------      -----------
                                                                   3,310,836        3,676,051

  Mortgage loans on real estate                                      785,253          815,806
  Other investments                                                   11,470           12,103
                                                                 -----------      -----------
          Total investments                                        4,107,559        4,503,960

Accounts receivable                                                      316              214
Accrued investment income                                             56,676           61,740
Deferred policy acquisition costs                                    180,288          196,479
Deferred income taxes                                                 37,501               --
Other assets                                                               9               43
Separate account assets                                              220,994          123,185
                                                                 -----------      -----------

          Total assets                                            $4,603,343       $4,885,621
                                                                  ==========       ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Future policy benefits for fixed annuities                      $3,921,513       $4,166,852
  Policy claims and other policyholders' funds                        12,097            7,389
  Deferred income taxes                                                   --           23,199
  Amounts due to brokers                                              25,215           54,347
  Other liabilities                                                   17,436           24,500
  Separate account liabilities                                       220,994          123,185
                                                                 -----------      -----------
          Total liabilities                                        4,197,255        4,399,472

Stockholder's equity:
  Capital stock, $100 par value per share;
    100,000 shares authorized,
    20,000 shares issued and outstanding                               2,000            2,000
  Additional paid-in capital                                         282,872          282,872
  Accumulated other comprehensive (loss) income:
     Net unrealized securities (losses) gains                        (69,753)          44,295
  Retained earnings                                                  190,969          156,982
                                                                 -----------      -----------
          Total stockholder's equity                                 406,088          486,149
                                                                 -----------      -----------

Total liabilities and stockholder's equity                        $4,603,343       $4,885,621
                                                                  ==========       ==========
</TABLE>

<PAGE>

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

                                                            1999              1998             1997
                                                          ---------         ---------        ---------

Revenues:
  Net investment income                                    $322,746          $340,219         $332,268
  Contractholder charges                                      6,069             6,387            5,688
  Mortality and expense risk fees                             2,269             1,275              641
  Net realized gain (loss) on investments                     6,565            (4,788)            (509)
                                                          ---------         ---------        ---------

          Total revenues                                    337,649           343,093          338,088
                                                          ---------         ---------        ---------

Benefits and expenses:
  Interest credited on investment contracts                 208,583           228,533          231,437
  Amortization of deferred policy acquisition costs          43,257            53,663           36,803
  Other operating expenses                                   35,147            24,476           24,890
                                                          ---------         ---------        ---------

          Total benefits and expenses                       286,987           306,672          293,130
                                                          ---------         ---------        ---------

Income before income taxes                                   50,662            36,421           44,958

Income taxes                                                 16,675            14,395           16,645
                                                          ---------         ---------        ---------

Net income                                                $  33,987         $  22,026        $  28,313
                                                          =========         =========        =========
</TABLE>

<PAGE>

                   AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY
                       Three years ended December 31, 1999
                                  ($ thousands)
<TABLE>
<CAPTION>

                                                                                                   Accumulated
                                                                                                     Other
                                                         Total                      Additional    Comprehensive
                                                     Stockholder's     Capital       Paid-In      (Loss) Income,     Retained
                                                         Equity         Stock         Capital        Net of Tax       Earnings
                                                     -------------    --------    ------------    ------------    -------------
<S>                                                  <C>              <C>         <C>             <C>             <C>
Balance, December 31, 1996                               $363,858       $2,000       $242,872        $ 12,343        $106,643
Comprehensive income:
     Net income                                            28,313           --             --              --          28,313
      Unrealized holding gains arising
           during the year, net of  taxes of
        ($19,891)                                          36,940           --             --          36,940              --
      Reclassification adjustment for losses
           included in net income, net of tax
           of ($126)                                          233           --             --             233              --
                                                     -------------                                ------------
     Other comprehensive income                            37,173           --             --          37,173              --
                                                     -------------
     Comprehensive income                                  65,486
Capital contribution from IDS Life                         40,000           --         40,000              --              --
                                                     -------------    --------    ------------    ------------    -------------

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

Balance, December 31, 1998                                486,149        2,000        282,872          44,295         156,982
Comprehensive loss:
     Net income                                            33,987           --             --              --          33,987
     Unrealized holding losses arising
         during the year, net of taxes of $(59,231)      (110,001)          --             --        (110,001)             --
     Reclassification adjustment for gains
          included in net income, net of tax               (4,047)                                     (4,047)             --
          of $(2,179)                                -------------                                ------------
     Other comprehensive loss                            (114,048)          --             --        (114,048)             --
                                                     -------------
     Comprehensive loss                                   (80,061)
                                                     -------------    --------    ------------    ------------    -------------

Balance, December 31, 1999                               $406,088       $2,000       $282,872        $(69,753)       $190,969
                                                     =============    ========    ============    ============    =============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                         See accompanying notes.

                                AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
                                         STATEMENTS OF CASH FLOWS
                                         Years ended December 31,
                                              ($ thousands)
<S>                                                                <C>           <C>           <C>
                                                                      1999          1998          1997
                                                                   -----------   -----------   -----------
Cash flows from operating activities:
  Net income                                                       $   33,987    $   22,026    $   28,313
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Change in accrued investment income                               5,064        (2,152)       (8,017)
      Change in accounts receivable                                      (102)          349         9,304
      Change in deferred policy acquisition costs, net                 16,191        28,022       (21,276)
      Change in other assets                                               34            74         4,840
      Change in policy claims and other policyholders' funds            4,708        (3,939)      (16,099)
      Deferred income tax (benefit) provision                             711        (9,591)       (2,485)
      Change in other liabilities                                      (7,064)        7,595         1,255
      Amortization of premium (accretion of discount), net              2,315           122        (2,316)
      Net realized (gain) loss on investments                          (6,565)        4,788           509
      Other, net                                                      (1,562)         2,544           959
                                                                   -----------   -----------   -----------

         Net cash provided by (used in) operating activities           47,717        49,838        (5,013)

Cash flows from investing activities:
    Fixed maturities held to maturity:
        Purchases                                                          --            --        (1,996)
        Maturities                                                     65,705        73,601        41,221
        Sales                                                           8,466        31,117        30,601
    Fixed maturities available for sale:
        Purchases                                                    (593,888)     (298,885)     (688,050)
        Maturities                                                    248,317       335,357       231,419
        Sales                                                         469,126        48,492        73,366
    Other investments:
        Purchases                                                     (28,520)     (161,252)     (199,593)
        Sales                                                          57,548        78,681        29,139
    Change in amounts due to brokers                                  (29,132)       19,412       (53,796)
                                                                   -----------   -----------   ------------

          Net cash provided by (used in) investing activities         197,622       126,523      (537,689)

Cash flows from financing activities:
 Activity related to investment contracts:
    Considerations received                                           299,899       302,158       783,339
    Surrenders and other benefits                                    (753,821)     (707,052)     (552,903)
    Interest credited to account balances                             208,583       228,533       231,437
    Capital contribution from parent                                       --            --        40,000
                                                                   -----------   -----------   -----------

          Net cash (used in) provided by financing activities        (245,339)     (176,361)      501,873
                                                                   -----------   -----------   -----------

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

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

Cash and cash equivalents at end of year                           $       --    $       --    $      --
                                                                   ===========   ===========   ==========
                                         See accompanying notes.

</TABLE>

<PAGE>

1.   Summary of significant accounting policies

     Nature of business

     American  Enterprise  Life Insurance  Company (the Company) is a stock life
     insurance  company that is domiciled in Indiana and is licensed to transact
     insurance  business  in 48  states.  The  Company's  principal  product  is
     deferred  annuities,  which are issued primarily to individuals.  It offers
     single  premium and annual premium  deferred  annuities on both a fixed and
     variable dollar basis.
     Immediate annuities are offered as well.

     Basis of presentation

     The Company is a wholly-owned subsidiary of IDS Life Insurance Company (IDS
     Life),  which is a wholly owned  subsidiary of American  Express  Financial
     Corporation  (AEFC).  AEFC is a wholly owned subsidiary of American Express
     Company.  The  accompanying  financial  statements  have been  prepared  in
     conformity  with  accounting  principles  generally  accepted in the United
     States which vary in certain respects from reporting  practices  prescribed
     or permitted by the Indiana Department of Insurance (see Note 4).

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally accepted in the United States requires  management to
     make estimates and assumptions  that affect the reported  amounts of assets
     and liabilities and disclosure of contingent  assets and liabilities at the
     date of the financial  statements and the reported  amounts of revenues and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     Investments

     Fixed  maturities  that the  Company has both the  positive  intent and the
     ability to hold to maturity are  classified as held to maturity and carried
     at amortized  cost. All other fixed  maturities are classified as available
     for  sale and  carried  at fair  value.  Unrealized  gains  and  losses  on
     securities  classified  as  available  for sale are  reported as a separate
     component of accumulated other comprehensive (loss) income, net of deferred
     income taxes.

     Realized investment gain or loss is determined on an identified cost basis.

     Prepayments  are  anticipated  on certain  investments  in  mortgage-backed
     securities in determining  the constant  effective  yield used to recognize
     interest  income.  Prepayment  estimates are based on information  received
     from brokers who deal in mortgage-backed securities.

     Mortgage  loans on real  estate  are  carried  at  amortized  cost  less an
     allowance  for  mortgage  loan  losses.  The  estimated  fair  value of the
     mortgage  loans is  determined  by a discounted  cash flow  analysis  using
     mortgage   interest  rates  currently  offered  for  mortgages  of  similar
     maturities.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Impairment  of  mortgage  loans is  measured  as the  excess of the  loan's
     recorded  investment  over its  present  value of  expected  principal  and
     interest payments  discounted at the loan's effective interest rate, or the
     fair value of  collateral.  The amount of the  impairment is recorded in an
     allowance for mortgage loan losses.  The allowance for mortgage loan losses
     is  maintained  at a level that  management  believes is adequate to absorb
     estimated  losses in the portfolio.  The level of the allowance  account is
     determined  based on  several  factors,  including  historical  experience,
     expected  future  principal  and interest  payments,  estimated  collateral
     values,  and current and  anticipated  economic and  political  conditions.
     Management  regularly  evaluates the adequacy of the allowance for mortgage
     loan losses.

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

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

     When evidence  indicates a decline,  which is other than temporary,  in the
     underlying  value  or  earning  power  of  individual   investments,   such
     investments are written down to the fair value by a charge to income.

     Statements of cash flows

     The  Company  considers  investments  with a maturity  at the date of their
     acquisition  of  three  months  or  less  to  be  cash  equivalents.  These
     securities are carried  principally  at amortized  cost which  approximates
     fair value.

     Supplementary  information  to the  statements  of cash flows for the years
     ended December 31, is summarized as follows:

                                        1999            1998           1997
                                        ----            -----          ----
    Cash paid during the year for:
      Income taxes                      $22,007        $19,035       $19,456
      Interest on borrowings              2,187          5,437         1,832

     Contractholder charges

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

<PAGE>

1.   Summary of significant accounting policies (continued)

     Deferred policy acquisition costs

     The costs of acquiring new business, principally sales compensation, policy
     issue costs,  and certain  sales  expenses,  have been  deferred on annuity
     contracts. These costs are amortized using primarily the interest method.

     Amortization  of deferred  policy  acquisition  costs  requires  the use of
     assumptions  including  interest margins,  mortality  margins,  persistency
     rates,  maintenance  expense  levels and, for variable  products,  separate
     account  performance.   For  universal  life-type  insurance  and  deferred
     annuities,  actual  experience is reflected in the  Company's  amortization
     models monthly. As actual experience differs from the current  assumptions,
     management  considers  the need to change key  assumptions  underlying  the
     amortization  models  prospectively.  The  impact of  changing  prospective
     assumptions  is  reflected  in the period that such changes are made and is
     generally referred to as an unlocking  adjustment.  During 1998,  unlocking
     adjustments  resulted in a net increase in amortization of $11 million. Net
     unlocking adjustments in 1999 and 1997 were not significant.

     Liabilities for future policy benefits

     Liabilities  for  universal-life  type  insurance  and fixed  and  variable
     deferred annuities are accumulation values.

     Federal income taxes

     The Company's taxable income is included in the consolidated federal income
     tax return of American  Express  Company.  The Company  provides for income
     taxes on a separate return basis,  except that, under an agreement  between
     AEFC and American Express Company,  tax benefit is recognized for losses to
     the  extent  they can be used on the  consolidated  tax  return.  It is the
     policy of AEFC and its subsidiaries  that AEFC will reimburse  subsidiaries
     for all tax benefits.

     Included in other  liabilities at December 31, 1999 and 1998 are $2,147 and
     $3,504, respectively, payable to IDS Life for federal income taxes.

     Separate account business

     The separate  account assets and  liabilities  represent funds held for the
     exclusive  benefit of the variable  annuity  contract  owners.  The Company
     receives mortality and expense risk fees from the variable annuity separate
     accounts.

<PAGE>

1.    Summary of significant accounting policies (continued)

     The Company makes contractual  mortality assurances to the variable annuity
     contract  owners that the net assets of the separate  accounts  will not be
     affected by future  variations in the actual life expectancy  experience of
     the annuitants and beneficiaries from the mortality assumptions implicit in
     the annuity  contracts.  The Company makes  periodic fund  transfers to, or
     withdrawals   from,   the  separate   account  assets  for  such  actuarial
     adjustments for variable  annuities that are in the benefit payment period.
     The Company also guarantees that the rates at which administrative fees are
     deducted from contract funds will not exceed contractual maximums.

      Accounting changes

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

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

     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial   Accounting   Standards  No.  133,  "Accounting  for  Derivative
     Instruments and Hedging  Activities,"  which is effective  January 1, 2001.
     This  Statement   establishes   accounting  and  reporting   standards  for
     derivative  instruments,  including certain derivative instruments embedded
     in other contracts, and for hedging activities.  It requires that an entity
     recognize all  derivatives  as either assets or  liabilities in the balance
     sheet and measure  those  instruments  at fair value.  The  accounting  for
     changes in the fair value of a  derivative  depends on the  intended use of
     the derivative and the resulting designation. The ultimate financial effect
     of the new  rule  will be  measured  based on the  derivatives  in place at
     adoption and cannot be estimated at this time.

<PAGE>

2.   Investments

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

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1999 are as follows:
<TABLE>
<S>                                             <C>              <C>              <C>             <C>

                                                                   Gross           Gross
                                                Amortized        Unrealized       Unrealized        Fair
    Held to maturity                             Cost              Gains           Losses           Value
    ----------------                            ----------       --------         --------        ----------
    U.S. Government agency obligations          $    7,514       $     23         $    431        $    7,106
    State and municipal obligations                  3,002             44               --             3,046
    Corporate bonds and obligations                816,826          5,966           23,311           799,482
    Mortgage-backed securities                     179,007            296            4,834           174,469
                                                ----------       --------         --------        ----------
                                                $1,006,349       $  6,329         $ 28,576        $  984,103
                                                ==========       ========         ========        ==========

    Available for sale
    U.S. Government agency obligations          $    2,047   $         --         $     47        $    1,999
    State and municipal obligations                  2,250             --              190             2,060
    Corporate bonds and obligations              1,419,150          7,445           90,703         1,335,892
    Mortgage-backed securities                     988,352          1,929           25,746           964,536
                                                ------------     --------         --------        ----------
                                                $2,411,799       $  9,374         $116,686        $2,304,487
                                                ==========       ========         ========        ==========

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1998 are as follows:

                                                                   Gross           Gross
                                                 Amortized       Unrealized       Unrealized         Fair
    Held to maturity                               Cost            Gains           Losses            Value
    ----------------                            ----------       --------         --------        ----------
    U.S. Government agency obligations          $    8,652       $    423         $     --        $    9,075
    State and municipal obligations                  3,003            149               --             3,152
    Corporate bonds and obligations                877,140         48,822            6,670           919,292
    Mortgage-backed securities                     192,398          2,844               29           195,213
                                                ----------       --------         --------        ----------
                                                $1,081,193       $ 52,238         $  6,699        $1,126,732
                                                ==========       ========         ========        ==========

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

<PAGE>

2.   Investments (continued)

     The amortized  cost and fair value of  investments  in fixed  maturities at
     December  31,  1999 by  contractual  maturity  are  shown  below.  Expected
     maturities will differ from contractual  maturities  because  borrowers may
     have the  right  to call or  prepay  obligations  with or  without  call or
     prepayment penalties.

                                               Amortized            Fair
    Held to maturity                              Cost             Value

    Due in one year or less                    $    26,214        $   26,334
    Due from one to five years                     412,533           408,638
    Due from five to ten years                     331,187           320,146
    Due in more than ten years                      57,408            54,516
    Mortgage-backed securities                     179,007           174,469
                                             -------------     -------------
                                               $ 1,006,349        $  984,103
                                               ===========      ============

                                               Amortized            Fair
    Available for sale                            Cost             Value

    Due in one year or less                    $    46,937        $   47,236
    Due from one to five years                      75,233            73,525
    Due from five to ten years                   1,037,001           980,633
    Due in more than ten years                     264,276           238,557
    Mortgage-backed securities                     988,352           964,536
                                              ------------      ------------
                                                $2,411,799        $2,304,487

     During the years ended December 31, 1999, 1998 and 1997,  fixed  maturities
     classified  as held to maturity  were sold with  amortized  cost of $8,466,
     $31,117 and $29,561, respectively. Net gains and losses on these sales were
     not  significant.   The  sales  of  these  fixed  maturities  were  due  to
     significant deterioration in the issuers' creditworthiness.

     In addition, fixed maturities available for sale were sold during 1999 with
     proceeds of  $469,126  and gross  realized  gains and losses of $10,374 and
     $4,147  respectively.  Fixed maturities available for sale were sold during
     1998 with proceeds of $48,492 and gross realized gains and losses of $2,835
     and $4,516,  respectively.  Fixed  maturities  available for sale were sold
     during 1997 with proceeds of $73,366 and gross realized gains and losses of
     $1,081 and $1,440, respectively.

     At December 31, 1999,  bonds carried at $3,277 were on deposit with various
     states as required by law.

<PAGE>

2.   Investments (continued)

     At December 31, 1999,  investments in fixed maturities comprised 81 percent
     of the Company's  total  invested  assets.  These  securities  are rated by
     Moody's  and  Standard & Poor's  (S&P),  except for  securities  carried at
     approximately  $486 million which are rated by AEFC internal analysts using
     criteria  similar to Moody's  and S&P.  A summary of  investments  in fixed
     maturities, at amortized cost, by rating on December 31 is as follows:

           Rating                                    1999             1998
    ----------------------                       -----------       -----------
    Aaa/AAA                                       $1,168,144        $1,242,301
    Aa/AA                                             42,859            45,526
    Aa/A                                              52,416            60,019
    A/A                                              422,668           422,725
    A/BBB                                            189,072           228,656
    Baa/BBB                                          995,152         1,030,874
    Baa/BB                                            64,137            79,687
    Below investment grade                           483,700           498,117
                                                ------------      ------------
                                                  $3,418,148        $3,607,905

     At December  31, 1999,  approximately  94 percent of the  securities  rated
     Aaa/AAA were GNMA, FNMA and FHLMC mortgage-backed  securities.  No holdings
     of any other issuer were greater  than one percent of the  Company's  total
     investments in fixed maturities.

     At December 31, 1999,  approximately  19 percent of the Company's  invested
     assets were mortgage  loans on real estate.  Summaries of mortgage loans by
     region of the United States and by type of real estate are as follows:
<TABLE>
<CAPTION>

                                               December 31, 1999                        December 31, 1998
                                         -------------------------------       --------------------------------
<S>                                      <C>                 <C>                 <C>                <C>
                                          On Balance         Commitments         On Balance         Commitments
    Region                                   Sheet           to Purchase           Sheet            to Purchase
    ----------------------------------   -----------         -----------        ----------          -----------
    South Atlantic                          $194,325         $        --          $198,552             $    651
    Middle Atlantic                          118,699                  --           129,284                  520
    East North Central                       126,243                  --           134,165                2,211
    Mountain                                 103,751                  --           113,581                   --
    West North Central                       125,891                 513           119,380                9,626
    New England                               43,345                 802            46,103                   --
    Pacific                                   41,396                  --            43,706                   --
    West South Central                        31,153                  --            32,086                   --
    East South Central                         7,100                  --             7,449                   --
                                         -----------        ------------       -----------         ------------
                                             791,903               1,315           824,306               13,008
    Less allowance for losses                  6,650                  --             8,500                   --
                                         -----------        ------------       -----------         ------------
                                            $785,253            $  1,315          $815,806              $13,008
                                            ========            ========          ========              =======

<PAGE>

2.   Investments (continued)
                                               December 31, 1999                       December 31, 1998
                                          ------------------------------         ------------------------------
                                          On Balance         Commitments         On Balance         Commitments
              Property type                  Sheet            to Purchase          Sheet            to Purchase
                                          ----------      --------------        ----------         ------------
    Department/retail stores                $232,449        $     1,315           $253,380            $     781
    Apartments                               181,346                 --            186,030                2,211
    Office buildings                         202,132                 --            206,285                9,496
    Industrial buildings                      83,186                 --             82,857                  520
    Hotels/Motels                             43,839                 --             45,552                   --
    Medical buildings                         32,284                 --             33,103                   --
    Nursing/retirement homes                   6,608                 --              6,731                   --
    Mixed Use                                 10,059                 --             10,368                   --
                                          ----------      --------------        ----------         ------------
                                             791,903              1,315            824,306               13,008
    Less allowance for losses                  6,650                 --              8,500                   --
                                         -----------      --------------       -----------         ------------
                                            $785,253         $    1,315           $815,806              $13,008
                                            ========         ==========           ========              =======
</TABLE>

     Mortgage  loan  fundings  are  restricted  by  state  insurance  regulatory
     authorities to 80 percent or less of the market value of the real estate at
     the time of  origination  of the  loan.  The  Company  holds  the  mortgage
     document,  which gives it the right to take  possession  of the property if
     the  borrower  fails to perform  according  to the terms of the  agreement.
     Commitments  to  purchase  mortgages  are made in the  ordinary  course  of
     business. The fair value of the mortgage commitments is $nil.

     At December 31, 1999, the Company's  recorded  investment in impaired loans
     was $5,200 with an allowance of $1,250. At December 31, 1998, the Company's
     recorded investment in impaired loans was $1,932 with an allowance of $500.
     During 1999 and 1998, the average recorded investment in impaired loans was
     $5,399 and $2,736, respectively.

     The Company  recognized  $136,  $251 and $nil of interest income related to
     impaired  loans for the  years  ended  December  31,  1999,  1998 and 1997,
     respectively.

     The following table presents changes in the allowance for investment losses
related to all loans:
<TABLE>
<S>                                                <C>         <C>          <C>
                                                     1999        1998         1997
                                                     ----        ----         ----
    Balance, January 1                               $8,500      $3,718       $2,370
    Provision (reduction) for investment losses      (1,850)      4,782        1,805
    Loan payoffs                                         --          --         (457)
                                                     ------   ---------      -------
    Balance, December 31                             $6,650      $8,500       $3,718
                                                     ======      ======       ======

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

                                                     1999         1998        1997
                                                     -----        -----       ----
    Interest on fixed maturities                   $265,199    $285,260     $278,736
    Interest on mortgage loans                       63,721      65,351       55,085
    Interest on cash equivalents                        534         137          704
    Other                                            (1,755)     (2,493)       1,544
                                                   ---------- ----------   ----------
                                                    327,699     348,255      336,069
    Less investment expenses                          4,953       8,036        3,801
                                                   ---------  ----------   ----------
                                                   $322,746    $340,219     $332,268
                                                   ========    ========     ========
</TABLE>

<PAGE>

2.   Investments (continued)

     Net realized gain (loss) on investments  for the years ended December 31 is
summarized as follows:
<TABLE>
<S>                                                <C>          <C>          <C>
                                                      1999        1998         1997
                                                      ----        ----         ----
    Fixed maturities                               $  6,534     $   863      $ 1,638
    Mortgage loans                                   (1,650)     (4,816)      (1,348)
    Other investments                                (1,819)       (835)        (799)
                                                   ---------   --------      -------
                                                   $  3,065     $(4,788)     $  (509)
                                                   =========    =======      =======

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

                                                      1999       1998         1997
                                                     -----        -----       ----
    Fixed maturities available for sale           $(175,458)    $(8,032)     $57,188

3.    Income taxes

     The Company  qualifies as a life  insurance  company for federal income tax
     purposes.  As such,  the Company is subject to the  Internal  Revenue  Code
     provisions applicable to life insurance companies.

     The income tax expense  (benefit) for the years ended December 31, consists
of the following:

                                                     1999         1998        1997
                                                     ----         ----        ----
    Federal income taxes:
      Current                                      $ 15,531    $ 23,227      $17,668
      Deferred                                          711      (9,591)      (2,485)
                                                   --------    --------      -------
                                                     16,242      13,636       15,183

    State income taxes-current                          433         759        1,462
                                                   --------    --------      -------
    Income tax expense                             $ 16,675    $ 14,395      $16,645
                                                   ========    ========      =======
</TABLE>

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

                                                       1999                      1998                     1997
                                               ------------------       ------------------       ---------------------
                                               Provision    Rate        Provision    Rate        Provision       Rate
                                               ---------    -----       ---------    -----       ---------       -----
<S>                                            <C>          <C>           <C>        <C>          <C>           <C>
     Federal income taxes based
       on the statutory rate                    $17,731     35.0%         $13,972    35.0%        $15,735        35.0%
     Increases (decreases) are
      attributable to:
         Tax-excluded interest                      (14)      --              (35)   (0.1)            (41)       (0.1)
         State tax, net of federal benefit          281      0.5              493     1.2             956         2.1
         Reduction of mortgage loss
           reserve                               (1,225)    (2.4)              --       --             --          --
      Other, net                                    (98)    (0.2)             (35)       --            (5)         --
                                                 ------    -----         --------    ------          ----      ------
      Total income taxes                        $16,675     32.9 %        $14,395    36.1%        $16,645        37.0%
                                                =======     =====         =======    ====         =======        ====
</TABLE>

<PAGE>

3.   Income taxes (continued)

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

    Deferred income tax assets:                             1999          1998
                                                          -------       -------
    Policy reserves                                        $46,243      $51,298
    Unrealized losses on investments                        39,678           --
    Other                                                    1,070        2,214
                                                          --------     --------
         Total deferred income tax assets                   86,991       53,512
                                                          --------     --------

    Deferred income tax liabilities:
    Deferred policy acquisition costs                       49,490       52,908
    Unrealized gains on investments                             --       23,803
                                                          --------     --------
         Total deferred income tax liabilities              49,490       76,711
                                                          --------     --------
         Net deferred income tax assets (liabilities)      $37,501     ($23,199)
                                                           =======     ========

     The Company is required to establish a valuation  allowance for any portion
     of the  deferred  income tax assets that  management  believes  will not be
     realized. In the opinion of management, it is more likely than not that the
     Company  will  realize the benefit of the  deferred  income tax assets and,
     therefore, no such valuation allowance has been established.

4.   Stockholder's equity

     Retained  earnings  available for distribution as dividends to IDS Life are
     limited  to  the  Company's   surplus  as  determined  in  accordance  with
     accounting practices prescribed by state insurance regulatory  authorities.
     Statutory  unassigned surplus aggregated $58,223 and $45,716 as of December
     31,  1999 and  1998,  respectively.  In  addition,  dividends  in excess of
     $15,241 would require approval by the Insurance  Department of the state of
     Indiana.

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

                                           1999           1998             1997
                                        ---------      ---------        -------
    Statutory net income                  $ 15,241       $ 37,902      $ 23,589
    Statutory stockholder's equity         343,094        330,588       302,264

5.   Related party transactions

     The Company has  purchased  interest  rate floors from IDS Life and entered
     into an interest rate swap with IDS Life to manage its exposure to interest
     rate risk.  The  interest  rate floors had a carrying  amount of $8,258 and
     $6,651 at December 31, 1999 and 1998, respectively.  The interest rate swap
     is an off balance sheet transaction.

     The Company has no  employees.  Charges by IDS Life for services and use of
     other  joint  facilities  aggregated  $38,931,  $28,482 and $24,535 for the
     years ended  December 31,  1999,  1998 and 1997,  respectively.  Certain of
     these costs are included in deferred policy acquisition costs.

<PAGE>

6.   Lines of credit

     The Company has an available line of credit with AEFC aggregating  $50,000.
     The rate for the line of credit is  established  by  reference  to  various
     indices plus 20 to 45 basis  points,  depending on the term.  There were no
     borrowings outstanding under this agreement at December 31, 1999 or 1998.

7.   Derivative financial instruments

     The  Company  enters  into  transactions   involving  derivative  financial
     instruments to manage its exposure to interest rate risk, including hedging
     specific transactions. The Company does not hold derivative instruments for
     trading   purposes.   The  Company  manages  risks  associated  with  these
     instruments as described below.

     Market risk is the possibility  that the value of the derivative  financial
     instruments  will  change due to  fluctuations  in a factor  from which the
     instrument  derives its value,  primarily an interest  rate. The Company is
     not impacted by market risk  related to  derivatives  held for  non-trading
     purposes beyond that inherent in cash market transactions.  Derivatives are
     largely  used to manage  risk  and,  therefore,  the cash  flow and  income
     effects of the  derivatives  are inverse to the  effects of the  underlying
     transactions.

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

     Credit  risk  related  to  interest  rate caps and  floors is  measured  by
     replacement cost of the contracts. The replacement cost represents the fair
     value of the instruments.

     The notional or contract  amount of a derivative  financial  instrument  is
     generally  used to calculate  the cash flows that are received or paid over
     the life of the agreement. Notional amounts are not recorded on the balance
     sheet. Notional amounts far exceed the related credit exposure.

     The Company's holdings of derivative financial instruments are as follows:
<TABLE>
<CAPTION>

                                            Notional         Carrying            Fair         Total Credit
    December 31, 1999                        Amount            Amount            Value          Exposure
    -----------------                       --------         --------           ------        ------------
    <S>                                    <C>                <C>              <C>               <C>
      Assets:
    Interest rate caps                     $  900,000         $  3,212         $  4,437          $  4,437
        Interest rate floors                2,000,000            8,258            2,251             2,251
     Off balance sheet assets:
        Interest rate swaps                 2,000,000               --           18,274            18,274
                                                             ---------         --------          --------
                                                               $11,470          $24,962           $24,962
                                                               =======          =======           =======

<PAGE>

7.   Derivative financial instruments (continued)

                                            Notional         Carrying            Fair         Total Credit
    December 31, 1998                        Amount            Amount            Value           Exposure
    -----------------                       --------         --------           ------        ------------
      Assets:
        Interest rate caps                 $  900,000         $  5,452         $  1,518          $  1,518
        Interest rate floors                1,000,000            6,651           17,798            17,798
      Off balance sheet liabilities:
        Interest rate swaps                 1,000,000               --          (33,500)               --
                                                             ---------        ----------         --------
                                                               $12,103        ($ 14,184)          $19,316
                                                               =======        ===========         =======
</TABLE>

     The fair values of  derivative  financial  instruments  are based on market
     values, dealer quotes or pricing models. All interest rate caps, floors and
     swaps will expire on various dates from 2000 to 2006.

     Interest  rate  caps,  floors  and swaps are used to manage  the  Company's
     exposure to interest rate risk.  These  instruments  are used  primarily to
     protect the margin between  interest  rates earned on  investments  and the
     interest rates credited to related annuity contract holders.

8.   Fair values of financial instruments

     The Company  discloses fair value  information for most on- and off-balance
     sheet  financial  instruments  for which it is practicable to estimate that
     value.  Fair  value  of life  insurance  obligations,  receivables  and all
     non-financial instruments, such as deferred acquisition costs are excluded.
     Off-balance sheet intangible assets are also excluded.  Management believes
     the value of excluded assets and liabilities is significant. The fair value
     of the Company,  therefore,  cannot be estimated by aggregating the amounts
     presented.
<TABLE>
<CAPTION>

                                                                                December 31,
                                                                    1999                          1998
                                                         --------------------------      --------------------------
                                                         Carrying          Fair          Carrying         Fair
    Financial Assets                                      Amount          Value           Amount          Value
    ----------------                                     ----------       ---------      ----------      ----------
<S>                                                      <C>              <C>            <C>             <C>
    Investments:
    Fixed maturities (Note 2):
       Held to maturity                                  $1,006,349        $984,103      $1,081,193      $1,126,732
       Available for sale                                 2,304,487       2,304,487       2,594,858       2,594,858
    Mortgage loans on real estate (Note 2)                  785,253         770,095         815,806         874,064
    Derivative financial instruments (Note 7)                11,470          24,962          12,103          19,316
    Separate account assets (Note 1)                        220,994         220,994         123,185         123,185

    Financial Liabilities
    Future policy benefits for fixed annuities           $3,905,849      $3,778,945      $4,152,059      $4,000,789
    Separate account liabilities                            220,994         209,942         123,185         115,879
    Derivative financial instruments (Note 7)                    --              --              --          33,500
</TABLE>

     At December 31, 1999 and 1998, the carrying amount and fair value of future
     policy  benefits  for  fixed  annuities   exclude  life   insurance-related
     contracts carried at $15,633 and $14,793,  respectively.  The fair value of
     these benefits is based on the status of the annuities at December 31, 1999
     and 1998.

<PAGE>

8.   Fair values of financial instruments (continued)

     The fair values of deferred annuities and separate account  liabilities are
     estimated as the carrying amount less  applicable  surrender  charges.  The
     fair value for annuities in non-life  contingent payout status is estimated
     as the present value of projected benefit payments at rates appropriate for
     contracts issued in 1999 and 1998.

9.   Commitments and contingencies

     In January  2000,  AEFC  reached an  agreement in principle to settle three
     class-action  lawsuits. The Company had been named as a co-defendant in one
     of these lawsuits.  It is expected the settlement will provide $215 million
     of benefits to more than 2 million participants. The agreement in principle
     to settle also  provides for release by class  members of all insurance and
     annuity  market  conduct  claims  dating  back to 1985 and is  subject to a
     number  of  contingencies   including  a  definitive  agreement  and  court
     approval.  The portion of the  settlement  allocated to the Company did not
     have a material impact on the Company's  financial position or results from
     operations.

10. YEAR 2000 ISSUE (unaudited)

     The Year 2000 issue is the result of computer  programs having been written
     using two digits rather than four to define a year.  Any programs that have
     time-sensitive  software  may  recognize a date using "00" as the year 1900
     rather  than 2000.  This could  result in the  failure of major  systems or
     miscalculations,  which could have a material  impact on the  operations of
     the Company. All of the major systems used by the Company are maintained by
     AEFC and are utilized by multiple  subsidiaries and affiliates of AEFC. The
     Company's 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 the  Company,  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 December 31, 1999,  AEFC
     had completed its program of  corrective  measures on its internal  systems
     and applications,  including Year 2000 compliance  testing.  As of December
     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 the
     Company'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 December  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 January 1, 2000, management believes no material adverse consequences
     were  experienced,  and  there  was no  material  effect  on the  Company's
     business,  results of operations, or financial condition as a result of the
     Year 2000 issue.



<PAGE>

PART C.

Item 24.          Financial Statements and Exhibits

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

         The audited financial statements of the variable account including:

         Statements of net assets as of December 31, 1999;
         Statements of operations for the period ended Dec. 31, 1999; and
         Statements of changes in net assets for the period ended Dec. 31, 1999.
         Notes to Financial Statements.
         Report of Independent Auditors dated March 17, 2000.

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

         Balance sheets as of Dec. 31, 1999 and 1998; and
         Related statements of income,  stockholder's  equity and cash flows for
         the years ended Dec. 31, 1999, 1998, and 1997.
         Notes to Financial Statements.
         Report of Independent Auditors dated Feb. 3, 2000.

(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 herein by reference.

1.2      Resolution  of the  Board of  Directors  of  American  Enterprise  Life
         establishing 236 additional  subaccounts  within the separate  account,
         dated  September  8,  1999  filed  electronically  as  Exhibit  1.2  to
         Pre-Effective  Amendment No. 1 to Registration Statement No. 333-82149,
         filed on or about Sept. 21, 1999, is incorporated herein by reference.

1.3      Resolution  of the Board of  Directors  of  American  Enterprise  Life
         establishing 141 additional  subaccounts  within the separate account,
         dated  April  25,  2000  filed   electronically   as  Exhibit  1.3  to
         Post-Effective   Amendment  No.  1  to   Registration   Statement  No.
         333-92297, filed on or about April 28, 2000, is incorporated herein by
         reference.

2.       Not applicable.

3.       Form of  Selling  Agreement  for  American  Enterprise  Life  Insurance
         Company  Variable  Annuities  filed  electronically  as  Exhibit  3  to
         Pre-Effective  Amendment No. 1 to Registration Statement No. 333-82149,
         filed on or about Sept. 21, 1999, is incorporated herein by reference.

4.1      Form of Deferred Annuity Contract (form 44170) filed electronically as
         Exhibit 4.1 to Pre-Effective Amendment No. 1 to Registration Statement
         No.  333-82149,  filed on or about Sept.  21,  1999,  is  incorporated
         herein 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. 33-74865,  filed on or about August 4, 1999, is incorporated herein
         by reference.

4.3      Form of SEP-IRA  Endorsement  (form  43412)  filed  electronically  as
         Exhibit 4.3 to Pre-Effective Amendment No. 1 to Registration Statement
         No. 33-72777, is incorporated herein by reference.

5.       Form of Variable Annuity Application (form 44171) filed electronically
         as  Exhibit  5  to  Pre-Effective  Amendment  No.  1  to  Registration
         Statement  No.  333-82149,  filed  on or  about  Sept.  21,  1999,  is
         incorporated herein 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 herein by reference.

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

7.       Not applicable.

8.1      Form of  Participation  Agreement  among Variable  Insurance  Products
         Fund, Fidelity Distribution Corporation and IDS Life Insurance Company
         filed  electronically as Exhibit 8.1 to Pre-Effective  Amendment No. 1
         to Registration  Statement No. 333-82149,  filed on or about Sept. 21,
         1999, is incorporated herein by reference.

8.2      Form of Participation agreement among Variable Insurance Products Fund
         III, Fidelity Distributors  Corporation and IDS Life Insurance Company
         filed  electronically as Exhibit 8.2 to Pre-Effective  Amendment No. 1
         to Registration  Statement No. 333-82149,  filed on or about Sept. 21,
         1999, is incorporated herein by reference.

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

10.      Consent of Independent Auditors is filed electronically herewith.

11.      None.

12.      Not applicable.

13.      Copy of schedule for computation of each performance quotation provided
         in  the   Registration   Statement   in  response  to  Item  21,  filed
         electronically as Exhibit 13 to the Initial Registration  Statement No.
         33-54471,  filed on or about July 5, 1994,  is  incorporated  herein by
         reference.

14.      Not applicable.

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

15.2     Power of Attorney to sign this Registration  Statement,  dated July 29,
         1999, filed  electronically as Exhibit 15.3 to Pre-Effective  Amendment
         No. 1 to Registration Statement No.
         33-74865, is incorporated herein by reference.
<TABLE>
<CAPTION>
<PAGE>
Item 25.          Directors and Officers of the Depositor (American Enterprise Life Insurance Company)

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

James E. Choat                        200 AXP Financial Center               Director, President and Chief
                                      Minneapolis, MN  55474                 Executive Officer

Lorraine R. Hart                      200 AXP Financial Center               Vice President, Investments
                                      Minneapolis, MN  55474

Jeffrey S. Horton                     200 AXP Financial Center               Vice President and Treasurer
                                      Minneapolis, MN  55474

Richard W. Kling                      200 AXP Financial Center               Director and Chairman of the Board
                                      Minneapolis, MN  55474

Bruce A. Kohn                         200 AXP Financial Center               Vice President, Group Counsel and
                                      Minneapolis, MN  55474                 Assistant Secretary

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

Eric L. Marhoun                       200 AXP Financial Center               Vice President, Group Counsel and
                                      Minneapolis, MN  55474                 Assistant Secretary

Paula R. Meyer                        200 AXP Financial Center               Director and Executive Vice
                                      Minneapolis, MN  55474                 President, Assured Assets

Mary Ellyn Minenko                    200 AXP Financial Center               Vice President, Group Counsel and
                                      Minneapolis, MN  55474                 Assistant Secretary

Stuart A. Sedlacek                    200 AXP Financial Center               Executive Vice President
                                      Minneapolis, MN  55474

William A. Stoltzmann                 200 AXP Financial Center               Director, Vice President, General
                                      Minneapolis, MN  55474                 Counsel and Secretary

Philip C. Wentzel                     200 AXP Financial Center               Vice President and Controller
                                      Minneapolis, MN  55474
</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).
<TABLE>
<CAPTION>
The following list includes the names of major subsidiaries of American Express.
<S>                                                                                <C>
                                                                                        Jurisdiction of
Name of Subsidiary                                                                      Incorporation

I. Travel Related Services

     American Express Travel Related Services Company, Inc.                             New York

II. International Banking Services

     American Express Bank Ltd.                                                         Connecticut

III. Companies engaged in Financial Services

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

<PAGE>

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.

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.

<PAGE>

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

<TABLE>
<CAPTION>
<S>                                 <C>

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

Ronald. G. Abrahamson                 Vice President - Business
200 AXP Financial Center              Transformation
Minneapolis, MN  55474

Douglas A. Alger                      Senior Vice President - Human
200 AXP Financial Center              Resources
Minneapolis, MN  55474

Peter J. Anderson                     Senior Vice President -
200 AXP Financial Center              Investment Operations
Minneapolis, MN  55474

Ward D. Armstrong                     Senior Vice President -
200 AXP Financial Center              Retirement Services
Minneapolis, MN  55474

John M. Baker                         Vice President - Plan Sponsor
200 AXP Financial Center              Services
Minneapolis, MN  55474

Joseph M. Barsky, III                 Vice President - Mutual Fund
200 AXP Financial Center              Equities
Minneapolis, MN  55474

Timothy V. Bechtold                   Vice President - Risk Management
200 AXP Financial Center              Products
Minneapolis, MN  55474

John D. Begley                        Group Vice President -
Suite 100                             Ohio/Indiana
7760 Olentangy River Rd.
Columbus, OH  43235

Brent L. Bisson                       Group Vice President - Los
Suite 900                             Angeles Metro
E. Westside Twr
11835 West Olympic Blvd.
Los Angeles, CA  90064

John C. Boeder                        Vice President - Nonproprietary
200 AXP Financial Center              Products
Minneapolis, MN  55474

Walter K. Booker                      Group Vice President - New Jersey
200 AXP Financial Center
Minneapolis, MN  55474

Bruce J. Bordelon                     Group Vice President - San
1333 N. California Blvd., Suite 200   Francisco Bay Area
Walnut Creek, CA  94596

Charles R. Branch                     Group Vice President - Northwest
Suite 200
West 111 North River Dr.
Spokane, WA  99201

<PAGE>

Douglas W. Brewers                    Vice President - Sales Support
200 AXP Financial Center
Minneapolis, MN  55474

Karl J. Breyer                        Corporate Senior Vice President
200 AXP Financial Center
Minneapolis, MN  55474

Cynthia M. Carlson                    Vice President - American Express
200 AXP Financial Center              Securities Services
Minneapolis, MN  55474

Mark W. Carter                        Senior Vice President and Chief
200 AXP Financial Center              Marketing Officer
Minneapolis, MN  55474

James E. Choat                        Senior Vice President - Third
200 AXP Financial Center              Party Distribution
Minneapolis, MN  55474

Kenneth J. Ciak                       Vice President and General
IDS Property Casualty                 Manager - IDS Property Casualty
1400 Lombardi Avenue
Green Bay, WI  54304

Paul A. Connolly                      Vice President - Advisor
200 AXP Financial Center              Staffing, Training and Support
Minneapolis, MN  55474

Henry J. Cormier                      Group Vice President - Connecticut
Commerce Center One
333 East River Drive
East Hartford, CT  06108

John M. Crawford                      Group Vice President -
Suite 200                             Arkansas/Springfield/Memphis
10800 Financial Ctr Pkwy
Little Rock, AR  72211

Kevin F. Crowe                        Group Vice President -
Suite 312                             Carolinas/Eastern Georgia
7300 Carmel Executive Pk
Charlotte, NC  28226

Colleen Curran                        Vice President and Assistant
200 AXP Financial Center              General Counsel
Minneapolis, MN  55474

Luz Maria Davis                       Vice President - Communications
200 AXP Financial Center
Minneapolis, MN  55474

Arthur E. DeLorenzo                   Group Vice President - Upstate
4 Atrium Drive, #100                  New York
Albany, NY  12205

Scott M. DiGiammarino                 Group Vice President -
Suite 500                             Washington/Baltimore
8045 Leesburg Pike
Vienna, VA  22182

<PAGE>

Bradford L. Drew                      Group Vice President - Eastern
Two Datran Center                     Florida
Penthouse One B
9130 S. Dadeland Blvd.
Miami, FL  33156

Douglas K. Dunning                    Vice President - Assured Assets
200 AXP Financial Center              Product Development and Management
Minneapolis, MN  55474

James P. Egge                         Group Vice President - Western
4305 South Louise, Suite 202          Iowa, Nebraska, Dakotas
Sioux Falls, SD  57103

Gordon L. Eid                         Senior Vice President, General
200 AXP Financial Center              Counsel and Chief Compliance
Minneapolis, MN  55474                Officer

Robert M. Elconin                     Vice President - Government
200 AXP Financial Center              Relations
Minneapolis, MN  55474

Phillip W. Evans,                     Group Vice President - Rocky
Suite 600                             Mountain
6985 Union Park Center
Midvale, UT  84047-4177

Gordon M. Fines                       Vice President - Mutual Fund
200 AXP Financial Center              Equity Investments
Minneapolis, MN  55474

Douglas L. Forsberg                   Vice President - International
200 AXP Financial Center
Minneapolis, MN  55474

Jeffrey P. Fox                        Vice President and Corporate
200 AXP Financial Center              Controller
Minneapolis, MN  55474

William P. Fritz                      Group Vice President - Gateway
Suite 160
12855 Flushing Meadows Dr.
St. Louis, MO  63131

Carl W. Gans                          Group Vice President - Twin City
8500 Tower Suite 1770                 Metro
8500 Normandale Lake Blvd.
Bloomington, MN  55437

Peter A. Gallus                       Vice President-Investment
200 AXP Financial Center              Administration
Minneapolis, MN  55474

Derek G. Gledhill                     Vice President - Integrated
200 AXP Financial Center              Financial Services Field
Minneapolis, MN  55474                Implementation

David A. Hammer                       Vice President and Marketing
200 AXP Financial Center              Controller
Minneapolis, MN  55474

<PAGE>

Teresa A. Hanratty                    Senior Vice President-Field
Suites 6&7                            Management
169 South River Road
Bedford, NH  03110

Robert L. Harden                      Group Vice President - Boston
Two Constitution Plaza                Metro
Boston, MA  02129

Lorraine R. Hart                      Vice President - Insurance
200 AXP Financial Center              Investments
Minneapolis, MN  55474

Scott A. Hawkinson                    Vice President and Controller -
200 AXP Financial Center              Private Client Group
Minneapolis, MN  55474

Brian M. Heath                        Senior Vice President and General
Suite 150                             Sales Manager
801 E. Campbell Road
Richardson, TX  75081

Janis K. Heaney                       Vice President - Incentive
200 AXP Financial Center              Management
Minneapolis, MN  55474

Jon E. Hjelm                          Group Vice President - Rhode
310 Southbridge Street                Island/Central - Western
Auburn, MA  01501                     Massachusetts

David J. Hockenberry                  Group Vice President - Tennessee
30 Burton Hills Blvd.                 Valley
Suite 175
Nashville, TN  37215

Jeffrey S. Horton                     Vice President and Treasurer
200 AXP Financial Center
Minneapolis, MN  55474

David R. Hubers                       Chairman, President and Chief
200 AXP Financial Center              Executive Officer
Minneapolis, MN  55474

Debra A. Hutchinson                   Vice President - Relationship
200 AXP Financial Center              Leader
Minneapolis, MN  55474

James M. Jensen                       Vice President and
200 AXP Financial Center              Controller-Advice and Retail
Minneapolis, MN  55474                Distribution Group

Marietta L. Johns                     Senior Vice President - Field
200 AXP Financial Center              Management
Minneapolis, MN  55474

Nancy E. Jones                        Vice President - Business
200 AXP Financial Center              Development
Minneapolis, MN  55474

<PAGE>

Ora J. Kaine                          Vice President - Financial
200 AXP Financial Center              Advisory Services
Minneapolis, MN  55474

Linda B. Keene                        Vice President - Market
200 AXP Financial Center              Development
Minneapolis, MN  55474

G. Michael Kennedy                    Vice President - Senior Portfolio
200 AXP Financial Center              Manager
Minneapolis, MN  55474

Richard W. Kling                      Senior Vice President - Products
200 AXP Financial Center
Minneapolis, MN  55474

John M. Knight                        Vice President - Investment
200 AXP Financial Center              Accounting
Minneapolis, MN  55474

Paul F. Kolkman                       Vice President - Actuarial Finance
200 AXP Financial Center
Minneapolis, MN  55474

Claire Kolmodin                       Vice President - Service Quality
200 AXP Financial Center
Minneapolis, MN  55474

David S. Kreager                      Group Vice President - Greater
Suite 108                             Michigan
Trestle Bridge V
5126 Lovers Lane
Kalamazoo, MI  49002

Steven C. Kumagai                     Director and Senior Vice
200 AXP Financial Center              President-Direct and Interactive
Minneapolis, MN  55474                Group

Mitre Kutanovski                      Group Vice President - Chicago
Suite 680                             Metro
8585 Broadway
Merrillville, IN  48410

Kurt A. Larson                        Vice President - Senior Portfolio
200 AXP Financial Center              Manager
Minneapolis, MN  55474

Lori J. Larson                        Vice President - Brokerage and
200 AXP Financial Center              Direct Services
Minneapolis, MN  55474

Daniel E. Laufenberg                  Vice President and Chief U.S.
200 AXP Financial Center              Economist
Minneapolis, MN  55474

Jane W. Lee                           Vice President - New Business
200 AXP Financial Center              Development and Marketing
Minneapolis, MN  55474

<PAGE>

Peter A. Lefferts                     Senior Vice President - Corporate
200 AXP Financial Center              Strategy and Development
Minneapolis, MN  55474

Douglas A. Lennick                    Director and Executive Vice
200 AXP Financial Center              President - Private Client Group
Minneapolis, MN  55474

Fred A. Mandell                       Vice President - Field Marketing
200 AXP Financial Center              Readiness
Minneapolis, MN  55474

Daniel E. Martin                      Group Vice President - Pittsburgh
Suite 650                             Metro
5700 Corporate Drive
Pittsburgh, PA  15237

Timothy J. Masek                      Vice President and Director of
200 AXP Financial Center              Global Research
Minneapolis, MN  55474

Sarah A. Mealey                       Vice President - Mutual Funds
200 AXP Financial Center
Minneapolis, MN  55474

Paula R. Meyer                        Vice President - Assured Assets
200 AXP Financial Center
Minneapolis, MN  55474

William P. Miller                     Vice President and Senior
200 AXP Financial Center              Portfolio Manager
Minneapolis, MN  55474

Shashank B. Modak                     Vice President - Technology Leader
200 AXP Financial Center
Minneapolis, MN  55474

Pamela J. Moret                       Vice President - Variable Assets
200 AXP Financial Center
Minneapolis, MN  55474

Barry J. Murphy                       Senior Vice President - Client
200 AXP Financial Center              Service
Minneapolis, MN  55474

Mary Owens Neal                       Vice President-Consumer Marketing
200 AXP Financial Center
Minneapolis, MN  55474

Thomas V. Nicolosi                    Group Vice President - New York
Suite 220                             Metro Area
500 Mamaroneck Avenue
Harrison, NY  10528

Michael J. O'Keefe                    Vice President - Advisory
200 AXP Financial Center              Business Systems
Minneapolis, MN  55474

<PAGE>

James R. Palmer                       Vice President - Taxes
200 AXP Financial Center
Minneapolis, MN  55474

Marc A. Parker                        Group Vice President -
10200 SW Greenburg Road               Portland/Eugene
Suite 110
Portland, OR  97223

Carla P. Pavone                       Vice President-Compensation
200 AXP Financial Center              Services and ARD Product
Minneapolis, MN  55474                Distribution

Thomas P. Perrine                     Senior Vice President - Group
200 AXP Financial Center              Relationship Leader/American
Minneapolis, MN  55474                Express Technologies Financial
                                      Services

Susan B. Plimpton                     Vice President - Marketing
200 AXP Financial Center              Services
Minneapolis, MN  55474

Larry M. Post                         Group Vice President -
One Tower Bridge                      Philadelphia Metro and Northern
100 Front Street, 8th Fl              New England
West Conshohocken, PA  19428

Ronald W. Powell                      Vice President and Assistant
200 AXP Financial Center              General Counsel
Minneapolis, MN  55474

Diana R. Prost                        Group Vice President -
3030 N.W. Expressway                  Kansas/Oklahoma
Suite 900
Oklahoma City, OK  73112

James M. Punch                        Vice President and Project
200 AXP Financial Center              Manager - Platform I Value
Minneapolis, MN  55474                Enhanced

Frederick C. Quirsfeld                Senior Vice President - Fixed
200 AXP Financial Center              Income
Minneapolis, MN  55474

Rollyn C. Renstrom                    Vice President - Corporate
200 AXP Financial Center              Planning and Analysis
Minneapolis, MN  55474

R. Daniel Richardson                  Group Vice President - Southern
Suite 800                             Texas
Arboretum Plaza One
9442 Capital of Texas Hwy. N
Austin, TX  78759

ReBecca K. Roloff                     Senior Vice President - Field
200 AXP Financial Center              Management and Financial Advisory
Minneapolis, MN  55474                Service

Stephen W. Roszell                    Senior Vice President -
200 AXP Financial Center              Institutional
Minneapolis, MN  55474

<PAGE>

Max G. Roth                           Group Vice President -
Suite 201 S. IDS Ctr                  Wisconsin/Upper Michigan
1400 Lombardi Avenue
Green Bay, WI  54304

Erven A. Samsel                       Senior Vice President - Field
45 Braintree Hill Park                Management
Suite 402
Braintree, MA  02184

Theresa M. Sapp                       Vice President - Relationship
200 AXP Financial Center              Leader
Minneapolis, MN  55474

Russell L. Scalfano                   Group Vice President -
Suite 201                             Illinois/Indiana/Kentucky
101 Plaza East Blvd.
Evansville, IN  47715

William G. Scholz                     Group Vice President -
Suite 205                             Arizona/Las Vegas
7333 E. Doubletree Ranch Rd
Scottsdale, AZ  85258

Stuart A. Sedlacek                    Senior Vice President and Chief
200 AXP Financial Center              Financial Officer
Minneapolis, MN  55474

Donald K. Shanks                      Vice President - Property Casualty
200 AXP Financial Center
Minneapolis, MN  55474

Judy P. Skoglund                      Vice President - Quality and
200 AXP Financial Center              Service Support
Minneapolis, MN  55474

James B. Solberg                      Group Vice President - Eastern
466 Westdale Mall                     Iowa Area
Cedar Rapids, IA  52404

Bridget Sperl                         Vice President - Geographic
200 AXP Financial Center              Service Teams
Minneapolis, MN  55474

Paul J. Stanislaw                     Group Vice President - Southern
Suite 1100                            California
Two Park Plaza
Irvine, CA  92714

Lisa A. Steffes                       Vice President - Marketing Offer
200 AXP Financial Center              Development
Minneapolis, MN  55474

Lois A. Stilwell                      Group Vice President - Outstate
Suite 433                             Minnesota Area/North
9900 East Bren Road                   Dakota/Western Wisconsin
Minnetonka, MN  55343

William A. Stoltzmann                 Vice President and Assistant
200 AXP Financial Center              General Counsel
Minneapolis, MN  55474

James J. Strauss                      Vice President and General Auditor
200 AXP Financial Center
Minneapolis, MN  55474

<PAGE>

Jeffrey J. Stremcha                   Vice President - Information
200 AXP Financial Center              Resource Management/ISD
Minneapolis, MN  55474

Barbara Stroup Stewart                Vice President - Channel
200 AXP Financial Center              Development
Minneapolis, MN  55474

Craig P. Taucher                      Group Vice President -
Suite 150                             Orlando/Jacksonville
4190 Belfort Road
Jacksonville, FL  32216

Neil G. Taylor                        Group Vice President -
Suite 425                             Seattle/Tacoma/Hawaii
101 Elliott Avenue West
Seattle, WA  98119

John R. Thomas                        Senior Vice President
200 AXP Financial Center
Minneapolis, MN  55474

Keith N. Tufte                        Vice President and Director of
200 AXP Financial Center              Equity Research
Minneapolis, MN  55474

Peter S. Velardi                      Group Vice President -
Suite 180                             Atlanta/Birmingham
1200 Ashwood Parkway
Atlanta, GA  30338

Charles F. Wachendorfer               Group Vice President - Detroit
Suite 100                             Metro
Stanford Plaza II
7979 East Tufts Ave. Pkwy
Denver, CO  80237

Donald F. Weaver                      Group Vice President - Greater
3500 Market Street, Suite 200         Pennsylvania
Camp Hill, PA  17011

Norman Weaver Jr.                     Senior Vice President - Alliance
1010 Main St., Suite 2B               Group
Huntington Beach, CA  92648

Michael L. Weiner                     Vice President - Tax Research and
200 AXP Financial Center              Audit
Minneapolis, MN  55474

Jeffry M. Welter                      Vice President - Equity and Fixed
200 AXP Financial Center              Income Trading
Minneapolis, MN  55474

Thomas L. White                       Group Vice President - Cleveland
Suite 200                             Metro
28601 Chagrin Blvd.
Woodmere, OH  44122

Eric S. Williams                      Group Vice President - Virginia
Suite 250
3951 Westerre Parkway
Richmond, VA  23233

<PAGE>

William J. Williams                   Group Vice President - Western
Two North Tamiami Trail               Florida
Suite 702
Sarasota, FL  34236

Edwin M. Wistrand                     Vice President and Assistant
200 AXP Financial Center              General Counsel
Minneapolis, MN  55474

Michael D. Wolf                       Vice President - Senior Portfolio
200 AXP Financial Center              Manager
Minneapolis, MN  55474

Michael R. Woodward                   Senior Vice President - Field
32 Ellicott St.                       Management
Suite 100
Batavia, NY  14020

Rande L. Zellers                      Group Vice President-Gulf States
1 Galleria Blvd., Suite 1900
Metairie, LA  70001
</TABLE>

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

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

American Express         $________             $________           None                  None
Financial Advisors
Inc.

</TABLE>

<PAGE>

Item 30. Location of Accounts and Records

         American Enterprise Life Insurance Company
         200 AXP Financial Center
         Minneapolis, MN  55474

Item 31. Management Services

         Not applicable.

Item 32. Undertakings

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

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

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

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

<PAGE>

                                   SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940,  American  Enterprise Life Insurance Company,  on behalf of the Registrant
certifies  that it  meets  all of the  requirements  for  effectiveness  of this
Amendment  to its  Registration  Statement  pursuant  to Rule  485(b)  under the
Securities  Act of 1933 and has duly caused this  Amendment to its  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Minneapolis,  and State of Minnesota,  on the 3rd day
of October, 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 3rd day of
October, 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*                      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

*    Signed  pursuant  to  Power  of  Attorney,   dated  July  29,  1999,  filed
     electronically  as  Exhibit  15.3  to  Pre-Effective  Amendment  No.  1  to
     Registration  Statement  No.  33-74865,  filed on or about  August 4, 1999,
     incorporated herein by reference.




By:/s/ Mary Ellyn Minenko
       Mary Ellyn Minenko

<PAGE>

CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 2 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.

         Financial Statements

Part C.

         Other Information.

         The signatures.

         Exhibits



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