APL VARIABLE ANNUITY ACCOUNT 1, 485BPOS, 1996-04-25

APL VARIABLE ANNUITY ACCOUNT 1
485BPOS, 1996-04-25

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<PAGE>
PAGE 1
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X

(File No. 33-57731)

Post-Effective Amendment No. 2

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 X

Amendment No. 3 (File No. 812-9484)

APL VARIABLE ANNUITY ACCOUNT 1
___________________________________________________________________
(Exact Name of Registrant)

American Partners Life Insurance Company
___________________________________________________________________
(Name of Depositor)

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

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

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

Approximate Date of Proposed Public Offering

It is proposed that this filing will become effective (check
appropriate box)
immediately upon filing pursuant to paragraph (b) of Rule 485
X on May 1, 1996 pursuant to paragraph (b) of Rule 485
60 days after filing pursuant to paragraph (a)(i) of Rule 485
on (date) pursuant to paragraph (a)(i) of Rule 485

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

Calculation of Registration Fee Under the Securities Act of 1933

DECLARATION REQUIRED BY RULE 24f-2(a)(1)

The Registrant has registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to Section
24-f of the Investment Company Act of 1940. Registrant's Rule 24f-
2 Notice for its most recent fiscal year was filed on or about
February 28, 1996.<PAGE>
PAGE 2
<TABLE><CAPTION> CROSS REFERENCE SHEET

Cross reference sheet showing location in the prospectus and Statement of Additional
Information of the information called for by the items enumerated in Part A and B of Form N-4.

Negative answers omitted from prospectus and Statement of Additional Information are so indicated.

PART A PART B

Section in
Section Statement of
Item No. in Prospectus Item No. Additional Information
<S> <C> <C> <C>
1 Cover page 15 Cover page

2 Key terms 16 Table of contents

3(a) Expense summary 17(a) Depositor
(b) The Annuity in brief (b) NA
(c) About American Partners Life*
4(a) Condensed financial
information 18(a) NA
(b) Performance information (b) NA
(c) Financial statements (c) Independent auditors
(d) NA
5(a) Cover page; About (e) NA
American Partners Life (f) NA
(b) The variable account
(c) The funds 19(a) Distribution of the contracts*
(d) Cover page; The funds About American Partners Life*
(e) Voting rights (b) NA
(f) NA
20(a) Principal underwriter
6(a) Charges (b) Principal underwriter
(b) Charges (c) NA
(c) Charges (d) NA
(d) NA
(e) The funds 21(a) Performance information
(f) NA (b) Performance information

7(a) Buying your annuity; 22 Calculating Annuity Payouts
Benefits in case of
death; 23(a) Financial Statements
The annuity payout (b) Financial Statements
period
(b) The variable account;
Making the most of your
annuity
(c) The funds; Charges
(d) Cover page

8(a) The annuity payout period
(b) Buying the annuity
(c) The annuity payout period
(d) The annuity payout period
(e) The annuity payout period
(f) The annuity payout period

9(a) Benefits in case of death
(b) Benefits in case of death

10(a) Buying your annuity;
Valuing your investment
(b) Valuing your investment
(c) Buying your annuity; Valuing
your investment
(d) About American Partners Life

11(a) Surrendering your contract
(b) NA
(c) Surrendering your contract
(d) Buying your annuity
(e) The annuity in brief

12(a) Taxes
(b) Key terms
(c) NA
<PAGE>
PAGE 3
13 NA

14 Table of contents of the
Statement of Additional Information

*Designates section in the prospectus, which is hereby incorporated by reference
in this Statement of Additional Information.
/TABLE
<PAGE>
PAGE 4
Privileged Assets (registered trademark) Select Annuity

Prospectus/May 1, 1996

The Privileged Assets (registered trademark) Select Annuity is a
flexible premium deferred fixed/variable annuity contract.

The annuity is available for non-qualified and certain qualified
retirement plans.

APL Variable Annuity Account 1

Sold by: American Partners Life Insurance Company (American
Partners Life),
Service Office: 80 South Eighth Street, P.O. Box 59197,
Minneapolis, MN 55459-0197.
Telephone: 1-800-AXP-SERV (toll free)
(1-800-297-7378).

THIS PROSPECTUS CONTAINS THE INFORMATION ABOUT THE VARIABLE
ACCOUNTS THAT YOU SHOULD KNOW BEFORE INVESTING. Refer to "The
variable accounts" in this prospectus.

THE PROSPECTUS IS ACCOMPANIED OR PRECEDED BY THE FOLLOWING
PROSPECTUSES: THE IDS LIFE INVESTMENT SERIES, INC., IDS LIFE
MANAGED FUND, INC., IDS LIFE SPECIAL INCOME FUND, INC. AND IDS LIFE
MONEYSHARE FUND, INC., INVESCO VARIABLE INVESTMENT FUNDS, INC.,
THE JANUS VARIABLE INVESTMENT FUNDS AND TCI VARIABLE INVESTMENT
FUNDS. PLEASE KEEP THESE PROSPECTUSES FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

AMERICAN PARTNERS LIFE IS NOT A FINANCIAL INSTITUTION, AND THE
SECURITIES IT OFFERS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY ANY FINANCIAL INSTITUTION NOR ARE THEY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY.

A Statement of Additional Information (SAI), dated May 1, 1996
(incorporated by reference into this prospectus), has been filed
with the Securities and Exchange Commission (SEC), and is available
without charge by contacting American Partners 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.

Purchase payments may be allocated among different accounts,
providing variable and/or fixed returns. Through the subaccounts
of the variable account, you can invest in mutual funds that are
managed to meet a variety of investment objectives. The contract
value invested in the subaccounts will vary according to the<PAGE>
PAGE 5
investment performance of the funds you select and you bear the
investment risk.

The annuity offers tax-deferred asset accumulation. This may be
particularly attractive to investors in high federal and state tax
brackets who have made maximum contributions to employer-sponsored
retirement programs and IRAs.

The annuity has no front-end sales charge, nor does it have a
redemption or surrender charge.

The Privileged Assets Select Annuity is designed to allow you to
build up funds for retirement. When you need to access your money,
such as at retirement, you may do so in several ways including the
following: you may take a monthly fixed annuity payout for the
lifetime of the annuitant(s) you have designated, or you may take a
lump-sum or a fixed amount per month on the earnings on the
annuity.
<PAGE>
PAGE 6
Table of contents

Key terms.....................................................
The Privileged Assets (registered trademark) Select
Annuity in brief..............................................
Expense summary...............................................
Financial statements..........................................
Performance information.......................................
The variable account..........................................
The funds.....................................................
IDS Life Aggressive Growth Fund..........................
IDS Life International Equity Fund.......................
IDS Life Capital Resource Fund...........................
IDS Life Managed Fund....................................
IDS Life Special Income Fund.............................
IDS Life Moneyshare Fund.................................
INVESCO VIF-Industrial Income Portfolio..................
Janus Aspen Series Worldwide Growth Portfolio............
TCI Growth...............................................
The fixed account.............................................
Buying your annuity...........................................
Setting the annuity start date...........................
Beneficiary..............................................
Minimum purchase payments................................
Three ways to make purchase payments.....................
Charges.......................................................
Contract administrative charge...........................
Mortality and expense risk fee...........................
Premium taxes............................................
Other information on charges.............................
Valuing your investment.......................................
Number of units..........................................
Accumulation unit value..................................
Net investment factor....................................
Factors that affect variable subaccount
accumulation units...................................
Making the most of your annuity...............................
Automated dollar-cost averaging..........................
Transferring money between accounts......................
Transfer policies........................................
Three ways to request a transfer or a surrender..........
Surrendering your contract....................................
Surrender policies.......................................
Receiving payment when you request a surrender...........
Changing ownership............................................
Benefits in case of death.....................................
The annuity payout period.....................................
Annuity payout plans.....................................
Death after annuity payouts begin........................
Taxes.........................................................
Voting rights.................................................
Substitution of investments...................................
Distribution of the contracts.................................
About American Partners Life..................................
Regular and special reports...................................<PAGE>
PAGE 7
Table of contents of the Statement of Additional
Information..............................................<PAGE>
PAGE 8
Key terms

These terms can help you understand details about your annuity.

American Partners Life - In this prospectus, "we," "us," "our" and
"American Partners Life" refer to American Partners Life Insurance
Company.

Annuity - A contract purchased from an insurance company that
offers tax-deferred growth of the contract owner's investment until
earnings are withdrawn, and that can be tailored to meet the
specific needs of the individual during retirement.

Accumulation unit - A measure of the value of each variable
subaccount before annuity payouts begin.

Annuitant - The person on whose life or life expectancy the annuity
payouts are based.

Annuity payout - An amount paid at regular intervals under one of
several plans available to the owner and/or any other payee. This
amount is paid on a fixed basis.

Annuity start date - The date when annuity payouts are scheduled to
begin. This date is established when you start your contract. As
your financial goals change, you may change the annuity start date.

Beneficiary - The person designated to receive annuity benefits in
case of the owner's or annuitant's death.

Close of business - When the New York Stock Exchange (NYSE) closes,
normally 3 p.m. Central time.

Code - Internal Revenue Code of 1986, as amended.

Contract value - Your total purchase payments, plus investment
return, less any contract administrative charges, premium tax
charges and prior withdrawals.

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 allocated to this account earn interest at rates
that are declared periodically by American Partners Life.

Mutual funds (funds) - Mutual funds or portfolios, each with a
different investment objective. (See "The funds.") You may
allocate your purchase payments into variable subaccounts investing
in shares of any or all of these funds.

Owner (you, your) - The person who controls the annuity (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<PAGE>
PAGE 9
annuity's benefits.

Purchase payments - Payments made to American Partners Life for an
annuity.

Qualified annuity - An annuity purchased for a retirement plan that
is subject to applicable federal law and any rules of the plan
itself. These plans include:

o Individual Retirement Annuities (IRAs), including rollovers from
qualified plans
o Simplified Employee Pension Plans (SEPs)

All other annuities are considered nonqualified annuities.

Surrender value - The amount you are entitled to receive if you
surrender your annuity. It is the contract value minus any
applicable state premium taxes. No surrender charge will apply.

Valuation date - Any normal business day, Monday through Friday,
that the NYSE is open. The value of each variable subaccount is
calculated at the close of business on each valuation date.

Variable account - An account consisting of separate subaccounts to
which you may allocate purchase payments; each invests in shares of
one mutual fund. (See "The variable account.") The value of your
investment in each variable subaccount changes with the performance
of the particular fund.

The Privileged Assets (registered trademark) Select Annuity in
brief

Purpose: The Privileged Assets (registered trademark) Select
Annuity is designed to allow you to build up funds for retirement.
You do this by making one or more investments (purchase payments),
which may earn returns that increase the value of the annuity.
Beginning at a specified future date (the annuity start date), the
annuity provides lifetime or other forms of payouts to you or to
anyone you designate.

Accounts: You may allocate your purchase payments among any or all
of:

o variable subaccounts, each of which invests in a mutual fund
with a particular investment objective. The value of each
variable subaccount varies with the performance of the
particular fund. Therefore, the contract value at the
annuity start date may be more or less than the total of
purchase payments allocated to the variable subaccounts.
(p. )
o a fixed account, which earns interest at rates that are
declared periodically by American Partners Life. The
guaranteed minimum interest rate is 3%. (p. )

Buying the annuity: You can purchase an annuity contract by
submitting a complete application. Applications are subject to
acceptance at our service office. You may buy a nonqualified
annuity or a qualified annuity. Payment may be made either in a<PAGE>
PAGE 10
lump sum with the option of additional payments in the future or
installments:

o Minimum purchase payment - $2,000 ($1,000 for qualified
annuities) unless you pay in installments by means of a bank
authorization at a rate of $100/month, or more or other
payment plan acceptable to us.
o Minimum additional payment - $100.
o Maximum first-year payment(s) - $50,000 to $1,000,000
depending on your age.
o Maximum payment for each subsequent year - $50,000. (p. )

Ten-day free look: You may return your contract for a refund
within 10 days after you receive it (see your contract for
details). The portion of your first purchase payment allocated to
the variable account must be invested initially in the IDS Life
Moneyshare subaccount for the period we estimate or calculate your
free look right to be in existence (generally 15 days after the
contract date or 25 days if you are replacing an existing annuity).

If you choose not to keep your contract, return it to us within the
free look period. The contract will be canceled and we will refund
promptly the greater of (1) your purchase payment without
investment earnings, or (2) your contract value plus any amount
deducted from your payment prior to allocation to the variable
account or the fixed account.

Transfers: Subject to certain restrictions you may re-allocate
your money among accounts without charge at any time until annuity
payouts begin. You may establish automated transfers among the
fixed account and variable subaccount(s) and you may request a
transfer by telephone. (p. )

Surrenders: You may surrender all or part of your contract value
at any time before the annuity start date. You also may establish
systematic surrenders. There is no surrender charge. Amounts you
surrender may be taxable (and include a 10% penalty if surrenders
are made prior to your reaching age 59 1/2); and have other tax
consequences; also, certain restrictions apply. (p. )

Changing ownership: You may change ownership of a nonqualified
annuity by written instruction, however, such changes of
nonqualified annuities may have federal income tax consequences.
Certain restrictions apply concerning change of ownership of a
qualified annuity. (p. )

Payment in case of death: If you or the annuitant dies before
annuity payouts begin, we will pay the beneficiary the greater of
the contract value or total purchase payments made less partial
surrenders. (p. )

Annuity payouts: The contract value of your investment can be
applied to an annuity payout plan that begins on the annuity start
date. You may choose from a variety of plans to make sure that
payouts continue as long as they are needed. If you purchased a
qualified annuity, the payout schedule must meet requirements of<PAGE>
PAGE 11
the qualified plan. Payouts will be made on a fixed basis. (p. )

Taxes: Generally, your annuity grows tax-deferred until you
surrender it or begin to receive payouts. (Under certain
circumstances, IRS penalty taxes may apply.) Even if you direct
payouts to someone else, you will still be taxed on the income if
you are the owner. (p. )

Charges: Your Privileged Assets Select Annuity is subject to a $30
annual contract administrative charge (this fee could be waived,
see "Contract administrative charge" under "Charges"), a 1%
mortality and expense risk charge against the variable subaccounts
and any premium taxes that may be imposed by state or local
governments. Premium taxes are deducted either from your purchase
payments, upon full surrender or when annuity payments begin. (p.
)

Expense summary

The purpose of this summary is to help you understand the various
costs and expenses associated with the Privileged Assets Select
Annuity.

You pay no sales charge when you purchase the Privileged Assets
Select Annuity nor do you pay a surrender charge if you surrender
your annuity. All costs that you bear directly or indirectly for
the variable subaccounts and underlying mutual funds are shown
below. Some expenses may vary, as explained under "Charges."

Direct charge. This charge is deducted directly from the contract
value.

Annual contract administrative charge: $30. If the total purchase
payments (less partial surrenders) is at least $10,000, we will
waive the charge.

Indirect charges. The variable account pays these expenses out of
its assets. They are reflected in the variable subaccounts' daily
accumulation unit value and are not charged directly to your
account. They include:

Mortality and expense risk fee: 1% per year, deducted from the
variable subaccounts as a percentage of the average daily net
assets of the underlying fund.

Operating expenses of underlying mutual funds: management fees and
other expenses deducted as a percentage of average net assets as
follows: *
<TABLE><CAPTION>
IDS Life IDS Life IDS Life IDS Life
Aggressive International Capital IDS Life Special IDS Life
Growth Equity Resource Managed Income Moneyshare
<S> <C> <C> <C> <C> <C> <C>
Management fees .64% .86% .63% .62% .63% .54%

Other expenses .04 .09 .04 .03 .04 .05

Total** .68% .95% .67% .65% .67% .59%
/TABLE
<PAGE>
PAGE 12
<TABLE><CAPTION>
INVESCO VIF Janus Aspen
Industrial Series World-
Income wide Growth TCI Growth
<S> <C> <C> <C>
Management fees .75% .68% 1.00%

Other expenses .28 .19 -

Total*** 1.03% .87% 1.00%

* Premium taxes imposed by some state and local governments are not reflected in this table. American Partners Life has
entered into certain arrangements under which it is compensated for the administrative services it provides to the funds.

** Annualized operating expenses of underlying mutual funds for the year ended Dec. 31, 1995.

*** The figures given above reflect the amounts actually deducted during 1995, for these three funds. As of the date of this
prospectus, certain fees are being waived or expenses are being assumed by the respective investment managers or service
providers for certain of the underlying mutual funds, in each case on a voluntary basis. Without such waivers or
reimbursements, the other expenses and Total Portfolio Annual Expenses that would have been incurred for the last completed
fiscal year would be: 1.56% and 2.31%, respectively, for the INVESCO VIF - Industrial Income Portfolio and .22% and .90%,
respectively for Janus Aspen Series Worldwide Growth. See the Portfolios' prospectuses for a discussion of fee waiver and
expense reimbursements.
</TABLE>
Example:* You would pay the following expenses on a $1,000
investment, assuming 5% annual return and surrender, no surrender
or selection of an annuity payout plan at the end of each time
period:
<TABLE><CAPTION>
IDS Life IDS Life IDS Life IDS Life
Aggressive International Capital IDS Life Special IDS Life
Growth Equity Resource Managed Income Moneyshare
<S> <C> <C> <C> <C> <C> <C>
1 year $20.15 $22.92 $20.05 $19.84 $20.05 $19.23

3 years 62.28 70.64 61.97 61.35 61.97 59.48

5 years 106.95 120.97 106.43 105.39 106.43 102.25

10 years 230.85 259.24 229.79 227.65 229.79 221.22
</TABLE><TABLE><CAPTION>
INVESCO VIF Janus Aspen
Industrial Series World-
Income wide Growth TCI Growth
<S> <C> <C> <C>
1 year $23.74 $22.10 $23.43

3 years 73.10 68.16 72.18

5 years 125.09 116.84 123.55

10 years 267.50 250.90 264.41
</TABLE>
This example should not be considered a representation of past or
future expenses. Actual expenses may be more or less than those
shown.

* In this example, the $30 annual contract administrative charge is
approximated as a .286% charge based on the expected average
contract size. American Partners Life has entered into certain
arrangements under which it is compensated for administrative
services it provides to the funds.

Financial statements

The SAI dated April 30, 1996, contains:

audited financial statements of the variable account including:<PAGE>
PAGE 13
- - statements of net assets as of Dec. 31, 1995;

- - statements of operations for the period from Dec. 5, 1995
(commencement of operations) to Dec. 31, 1995; and

- - statements of changes in net assets for the period from Dec. 5,
1995 (commencement of operations) to Dec. 31, 1995.

audited financial statements of American Partners Life including:

- - balance sheets as of Dec. 31, 1995 and Dec. 31, 1994

- - related statements of income and cash flows for the year ended
Dec. 31, 1995 and the period from Feb. 18, 1994 to Dec. 31, 1994.

Performance information

Performance information for the variable subaccounts may appear
from time to time in advertisements or sales literature. In all
cases, such information reflects the performance of a hypothetical
investment in a particular account during a particular time period.
Calculations are performed as follows:

Simple yield - IDS Life Moneyshare Subaccount: Income over a given
seven-day period (not counting any change in the capital value of
the investment) is annualized (multiplied by 52) by assuming that
the same income is received for 52 weeks. This annual income is
then stated as an annual percentage return on the investment.

Compound yield - IDS Life Moneyshare Subaccount: Calculated like
simple yield, except that, when annualized, the income is assumed
to be reinvested. Compounding of reinvested returns increases the
yield as compared to a simple yield.

Yield - IDS Life Special Income Subaccount: Net investment income
(income less expenses) per accumulation unit during a given 30-day
period is divided by the value of the unit on the last day of the
period. The result is converted to an annual percentage.

Average annual total return: Expressed as an average annual
compounded rate of return of a hypothetical investment over a
period of one, five and 10 years (or up to the life of the
subaccount if it is less than 10 years old). This figure reflects
deduction of all applicable charges, including the contract
administrative charge, and mortality and expense risk fee.

Aggregate total return: Represents the cumulative change in the
value of an investment for a specified period of time (reflecting
change in a subaccount's accumulation unit value). The calculation
assumes reinvestment of investment earnings and reflects the
deduction of all applicable charges, including the contract
administrative charge and mortality and expense risk fee.
Aggregate total return may be shown by means of schedules, charts
or graphs.
<PAGE>
PAGE 14
Performance information should be considered in light of the
investment objectives and policies, characteristics and quality of
the fund in which the subaccount invests and the market conditions
during the given time period. Such information is not intended to
indicate future performance. Because advertised yields and total
return figures include all charges attributable to the annuity,
which has the effect of decreasing advertised performance,
subaccount performance should not be compared 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 yield and
total return for the subaccounts.)

If you would like additional information about actual performance,
contact American Partners Life.

The variable account

Purchase payments can be allocated to any or all of the subaccounts
of the variable account that invest in shares of the following
funds:
Subaccount

IDS Life Aggressive Growth Fund CAG
IDS Life International Equity Fund CIE
IDS Life Capital Resource Fund CCR
IDS Life Managed Fund CMG
IDS Life Special Income Fund CSI
IDS Life Moneyshare Fund CMS
INVESCO VIF - Industrial Income Portfolio CII
Janus Aspen Series Worldwide Growth Portfolio CWG
TCI Growth CGR

Each variable subaccount meets the definition of a separate account
under federal securities laws. Income, capital gains and capital
losses of each subaccount are credited or charged to that account
alone. No subaccount will be charged with liabilities of any other
variable account or of our general business. The obligations
arising under the contracts are general obligations of American
Partners Life.

The variable account was established under Arizona law and is
registered as a 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.

The funds

IDS Life Aggressive Growth Fund
Objective: capital appreciation. Invests primarily in common stock
of small- and medium-size companies.

IDS Life International Equity Fund
Objective: capital appreciation. Invests primarily in common stock
of foreign issuers and foreign securities convertible into common
stock.<PAGE>
PAGE 15
IDS Life Capital Resource Fund
Objective: capital appreciation. Invests primarily in U.S. common
stocks and other securities convertible into common stock,
diversified over many different companies in a variety of
industries.

IDS Life Managed Fund
Objective: maximum total investment return. Invests primarily in
U.S. common stocks, securities convertible into common stock,
warrants, fixed income securities (primarily high-quality corporate
bonds) and money market instruments.

IDS Life Special Income Fund
Objective: to provide a high level of current income while
conserving the value of the investment for the longest time period.
Invests primarily in high-quality, lower-risk corporate bonds
issued by many different companies in a variety of industries, and
in government bonds.

IDS Life Moneyshare Fund
Objective: maximum current income consistent with liquidity and
conservation of capital. Invests in high-quality money market
securities with remaining maturities of 13 months or less. The
fund also will maintain a dollar-weighted average portfolio
maturity not exceeding 90 days. The fund attempts to maintain a
constant net asset value of $1 per share.

INVESCO VIF - Industrial Income Portfolio
Objective: to seek the best possible current income while following
sound investment practices with capital growth potential as a
secondary consideration. Invests in securities providing a
relatively high yield and stable return and which, over a period of
years, also may provide capital appreciation.

Janus Aspen Series Worldwide Growth Portfolio
Objective: long-term growth of capital in a manner consistent with
the preservation of capital. Invests primarily in common stocks of
foreign and domestic issuers.

TCI Growth
Objective: capital growth. Invests primarily in common stocks that
are considered by management to have better-than-average prospects
for appreciation.

All funds are available to serve as the underlying investment for
variable annuities, and some funds are available to serve as the
underlying investment for variable annuities and variable life
insurance contracts and qualified plans. It is conceivable that in
the future it may be disadvantageous for variable annuity separate
accounts, variable life insurance separate accounts and/or
qualified plans to invest in the available funds simultaneously.
Although American Partners Life 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 such contract owners, policyowners
and qualified plans to determine what action, if any, should be
taken in response to a conflict. If a board were to conclude that<PAGE>
PAGE 16
separate funds should be established for variable life insurance,
variable annuities and qualified plan separate accounts, the
variable contract holders would not bear any expenses associated
with establishing separate funds.

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

The U.S. Treasury and the IRS have indicated they may provide
additional guidance concerning how many variable subaccounts may be
offered and how many exchanges among variable subaccounts may be
allowed before the owner is considered to have investment control,
and thus is currently taxed on income earned within variable
subaccount assets. We do not know at this time what the additional
guidance will be or when action will be taken. We reserve the
right to modify the contract, as necessary, to ensure that the
owner will not be subject to current taxation as the owner of the
variable subaccount assets.

We intend to comply with all federal tax laws to ensure 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.

IDS Life, IDS Tower 10, Minneapolis, MN 55440, is the investment
manager for each of the IDS Life Funds. INVESCO Funds Group, Inc.,
7800 E. Union Avenue, Denver, CO 80237, is the investment advisor
for the INVESCO VIF - Industrial Income Portfolio. Janus Capital
Corporation, 100 Fillmore Street, Denver, CO 80206-4923, is the
investment manager for Janus Aspen Series Worldwide Growth
Portfolio. Investors Research Corporation, Twentieth Century
Tower, 4500 Main Street, Kansas City, MO 64111, serves as the
investment manager of TCI Portfolios, Inc. The investment managers
for the funds cannot guarantee that the funds will meet their
investment objectives. Please read the prospectuses for the funds
for complete information on investment risks, deductions, expenses
and other facts you should know before investing. They are
available by contacting American Partners Life at the address or
telephone number on the front of this prospectus.

The fixed account

Purchase payments can also be allocated to the fixed account. The
cash value of the fixed account increases as interest is credited
to the account. Purchase payments and transfers to the fixed
account become part of the general account of American Partners
Life, the company's main portfolio of investments. Interest is
credited daily and compounded annually. We guarantee a minimum
interest rate of 3%. We may declare interest rates above the
guaranteed rate from time to time.

Because of exemptive and exclusionary provisions, interests in the
fixed account have not been registered under the Securities Act of
1933 (1933 Act), nor is the fixed account registered as an
investment company under the 1940 Act. Accordingly, neither the<PAGE>
PAGE 17
fixed account nor any interests in it are generally subject to the
provisions of the 1933 or 1940 Acts, and we have been advised that
the staff of the SEC has not reviewed the disclosures in this
prospectus that relate to 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.

Buying your annuity

Our representative can help you prepare and submit your
application. Alternatively, you may ask us for the forms and
prepare them yourself. As the owner, you have all rights and may
receive all benefits under the contract. The annuity can be owned
in joint tenancy only in spousal situations (but not IRAs or SEPs).

When you apply, you can select:
o the account(s) 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
annuity start date); and
o a beneficiary.

If your application is complete, we will process it and apply your
purchase payment to your account(s) within two days after we
receive it. If your application is accepted, we will send you a
contract. If we cannot accept your application within five days,
we will decline it and return your payment. We will credit
additional purchase payments to your account(s) at the next close
of business.

Setting the annuity start date

Annuity payouts will be scheduled to begin on the annuity start
date. This date can be aligned 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 can also change the
date, provided you send us written instructions at least 30 days
before annuity payouts begin.

For nonqualified annuities, the annuity start 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 before the
10th contract anniversary, if purchased after age 75. (In
Pennsylvania, the annuity start date must be no later than
the annuitant's 85th birthday.)

For qualified annuities, to avoid IRS penalty taxes, the annuity
start date generally must be:

o on or after the annuitant reaches age 59 1/2; and
o by April 1 of the year following the calendar year when the
annuitant reaches age 70 1/2.<PAGE>
PAGE 18
If you are taking the minimum IRA distributions as required by the
Code from another tax-qualified investment, or in the form of
partial surrenders from this annuity, annuity payouts can start as
late as the annuitant's 85th birthday or the 10th contract
anniversary. (In Pennsylvania, annuity payouts must start no later
than the annuitant's 85th birthday.)

Beneficiary

If death benefits become payable before the annuity start date,
your named beneficiary will receive all or part of the contract
value. If there is no named beneficiary, then you or your estate
will be the beneficiary. (See "Payment in case of death" for more
about beneficiaries.)

Minimum purchase payments

If single payment:
Nonqualified: $2,000
Qualified: $1,000

If installment payments:

$100 monthly; $50.00 biweekly

Installments must total at least $1,000 in the first year.*

*If you make no purchase payments for the most recent 24 months,
and your previous payments total $1,000 or less, we have the right
to give you 30 days' written notice and pay you the total value of
your contract in a lump sum. This right does not apply to
contracts sold to New Jersey residents.

Minimum additional purchase payment(s): $100

Maximum first-year payment(s):

This maximum is based on your age or age of the annuitant (whomever
is older) on the effective date of the contract.

Up to age 75 $1 million
76 to 85 $500,000
86 to 90 $50,000

Maximum payment for each subsequent year: $50,000**

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

Three ways to make purchase payments

1 By letter

Send your check along with your name and account number to:<PAGE>
PAGE 19
Regular mail:

American Partners Life Insurance Company
80 South Eighth Street
P6/Unit 1751
P.O. Box 59197
Minneapolis, MN 55459-0197

Express mail:

American Partners Life Insurance Company
80 South Eighth Street
P6/Unit 1751
Minneapolis, MN 55402

2 By scheduled payment plan

Through:

o a bank authorization.

3 Other

o wire transfer; or
o other method acceptable to us.

Charges

Contract administrative charge
This charge is for establishing and maintaining your records. On
each contract anniversary we will deduct $30 from the contract
value. The deduction will be allocated among the subaccounts on a
pro-rata basis.

This charge will be waived for any contract year where the total
purchase payments (less partial surrenders) on the current contract
anniversary is $10,000 or more, or if, during the contract year, a
death benefit is payable or the contract is surrendered in full.
This charge does not apply after annuity payouts begin.

We do not expect to profit from the contract administrative charge.
While we do not currently plan to increase the charge, we reserve
the right to increase the charge in the future. In no event will
the charge exceed $50 per year. Also, we reserve the right to
impose the charge on all contracts, including those with purchase
payments equal to or greater than $10,000.

Mortality and expense risk fee
This fee is to cover the mortality risk and expense risk and is
applied daily to the variable subaccounts and reflected in the unit
values of the accounts. Annually it totals 1% of their average
daily net assets. 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.<PAGE>
PAGE 20
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 the entire group of American Partners
Life annuitants live. If, as a group, American Partners Life
annuitants outlive the life expectancy we have assumed in our
actuarial tables, then we must take money from our general assets
to meet our obligations. If, as a group, American Partners Life
annuitants do not live as long as expected, we could profit from
the mortality risk fee.

Expense risk arises because the contract administrative charge may
not cover our expenses. Any deficit would have to be made up from
our general assets.

We do hope to profit from the mortality and expense risk fee. We
may use any profits realized from this fee for any proper corporate
purpose, including, among others, payment of distribution (selling)
expenses.

Premium taxes
Certain state and local governments impose premium taxes of up to
3.5%. These taxes are dependent upon the state of residence or the
state in which the contract was sold and are deducted as
applicable. In some cases, premium taxes are deducted from your
purchase payments before they are allocated. In other cases, the
deduction is made when you surrender your contract or when annuity
payouts begin.

Other information on charges
There is no surrender charge if you take a total or a partial
surrender from your contract.

In some cases lower sales and administrative expenses may be
incurred. In such cases, we may be able to reduce or eliminate the
contract administrative charge. However, we expect this to occur
infrequently.

Valuing your investment

Here is how your accounts are valued:

Fixed account: The amounts allocated to the fixed account are
valued directly in dollars and equal the sum of your purchase
payments plus interest earned, less any amounts surrendered or
transferred (including contract administrative charge).

Variable subaccounts: Amounts allocated to the variable
subaccounts are converted into accumulation units. Each time you
make a purchase payment or transfer amounts into one of the
variable subaccounts, a certain number of accumulation units are
credited to your contract for that account. Conversely, each time
you take a partial surrender, transfer amounts out of a variable
subaccount or are assessed a contract administrative charge, a
certain number of accumulation units are subtracted from your
contract.<PAGE>
PAGE 21
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 underlying
fund.

The dollar value of each accumulation unit can rise or fall daily
depending on the performance of the underlying mutual fund and on
certain fund expenses. Here is how unit values are calculated:

Number of units
To calculate the number of accumulation units for a particular
subaccount, we divide your investment, after deduction of any
premium taxes, by the current accumulation unit value.

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

Net investment factor

o Determined each business day by adding the underlying mutual
fund's current net asset value per share, plus per share
amount of any current dividend or capital gain distribution;
then
o dividing that sum by the previous net asset value per share;
and
o subtracting the percentage factor representing the mortality
and expense risk fee from the result.

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

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

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

o additional purchase payments allocated to the variable
subaccounts;
o transfers into or out of the variable subaccount(s);
o partial surrenders; and/or
o contract administrative charges.

Accumulation unit values may fluctuate due to:

o changes in underlying mutual fund(s) net asset value;
o dividends distributed to the variable subaccount(s);
o capital gains or losses of underlying mutual funds;
o mutual fund operating expenses; and/or
o mortality and expense risk fees.

Making the most of your annuity

Automated dollar-cost averaging<PAGE>
PAGE 22
You can use automated transfers to take advantage of dollar-cost
averaging (investing a fixed amount at regular intervals). For
example, you might have a set amount transferred monthly from a
relatively conservative variable subaccount to a more aggressive
one, or to several others.

This systematic approach can help you benefit from fluctuations in
accumulation unit values caused by fluctuations in the market
value(s) of the underlying mutual fund(s). Since you invest the
same amount each period, you automatically acquire more units when
the market value falls, fewer units when it rises. The potential
effect is to lower your average cost per unit. Contact our service
office for more information.
<TABLE><CAPTION>
How dollar-cost averaging works

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

March 100 17 5.88

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

July 100 17 5.88

Aug 100 19 5.26

and fewer units Sept 100 21 4.76
when the per unit
market price is high. Oct 100 20 5.00
</TABLE>
You have paid an average price of only $17.91 per unit over the 10
months, while the average market price actually was $18.10.

Dollar-cost averaging does not guarantee that any variable
subaccount will gain in value, nor will it protect against a
decline in value if market prices fall. However, if you can
continue to invest regularly throughout changing market conditions,
it can be an effective strategy to help meet your long term goals.

Transferring money between accounts
You may transfer money from any one subaccount or the fixed account
to another at any time before annuity payouts begin. If we receive
your request before the close of business, we will process it that
day. Requests received after the close of business will be
processed the next business day. Before making a transfer, you
should consider the risks involved in switching investments. We
may suspend or modify transfer privileges at any time.

Transfer policies

o You may transfer contract values at any time between the
variable subaccounts, from the variable subaccount(s) to the
fixed account or from the fixed account to the variable
subaccount(s).<PAGE>
PAGE 23
o The amount being transferred to any one account must be at
least $100.

o If you make more than 12 transfers in a contract year, we
will charge $25 for each transfer in excess of 12.

o Excessive trading activity can disrupt mutual fund management
strategy and increase expenses, which are borne by all
contract owners participating in the mutual fund regardless
of their transfer activity. Therefore, we reserve the right
to limit the number of transfers permitted, but not to fewer
than twelve per contract year.

Three ways to request a transfer or a surrender

1 By letter

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

Regular mail:
American Partners Life Insurance Company
P6/Unit 1751
P.O. Box 59197
Minneapolis, MN 55459-0197

Express mail:
American Partners Life Insurance Company
80 South Eighth Street
P6/Unit 1751
Minneapolis, MN 55402

Minimum amount
Mail transfers: $100 or entire account balance
Mail surrenders: $100 or entire account balance

Maximum amount
Mail transfers: None (up to contract value)
Mail surrenders: None (up to contract value)

2 By phone

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

1-800-AXP-SERV (toll free)
(1-800-297-7378)

TTY service for the hearing impaired:

1-800-710-5260 (toll free)

Minimum amount
Phone transfers: $100 or entire account balance
Phone surrenders: $100 or entire account balance<PAGE>
PAGE 24
Maximum amount
Phone transfers: None (up to contract value)
Phone surrenders: $50,000

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

We will honor any telephone transfer or surrender request believed
to be authentic and will use reasonable procedures to confirm that
they are. This includes asking identifying questions and tape
recording calls. A telephone surrender will not be allowed within
30 days of a phoned-in address change. As long as the procedures
are followed, neither American Partners Life nor its affiliates
will be liable for any loss resulting from fraudulent requests.

Telephone transfers or surrenders are automatically available. You
may request that telephone transfers or surrenders not be
authorized from your account by writing American Partners Life.

3 By automated transfers and automated partial surrenders

o You can set up automated transfers among your accounts or
partial surrenders from the accounts.

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

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

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

Minimum amount
Automated transfers or surrenders: $100

Maximum amount
Automated transfers or surrenders: None

Surrendering your contract

As owner, you may surrender all or part of your contract at any
time before annuity payouts begin by sending a written request or
calling American Partners Life. For total surrenders we will
compute the value of your contract at the close of business after
we receive your request. We may ask you to return the contract.
You may have to pay IRS taxes and penalties (see "Taxes"). No
surrenders may be made after annuity payouts begin.

Surrender policies
If you have a balance in more than one account and request a<PAGE>
PAGE 25
partial surrender, we will surrender money from all your accounts
in the same proportion as your value in each account correlates to
your total contract value, unless you request otherwise.

Receiving payment when you request a surrender

By regular or express mail:

o Payable to owner.

o Normally mailed to address of record within seven days after
receiving your request. However, we may postpone the payment
if:
-the surrender 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 non-qualified annuity at any time
by filing a change of ownership with us at our service office. The
change will become binding upon us when we receive and record it.
We will honor any change of ownership request believed to be
authentic and will use reasonable procedures to confirm that it is.
If these procedures are followed, we take no responsibility for the
validity of the change.

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

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

Benefits in case of death

If you or the annuitant dies (or, for qualified annuities, if the
annuitant dies) before annuity payouts begin, we will pay the
beneficiary the greater of:

o the contract value; or

o purchase payments, minus any partial surrenders.<PAGE>
PAGE 26
If your spouse is sole beneficiary under a non-qualified annuity
and you die before the annuity start date, your spouse may keep the
annuity 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 reaching
age 70 1/2 and before the annuity start date, and the spouse is the
only beneficiary, the spouse may keep the annuity in force as owner
or 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.

Payouts: We will pay the beneficiary in a single sum unless you
have given us other written instructions, or 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;
o payouts begin no later than one year after death; and
o the payout period does not extend beyond the beneficiary's life
or life expectancy.

When paying the beneficiary, we will determine the contract's value
at the next close of business after our death claim requirements
are fulfilled. Interest, if any, will be paid 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. (See "Taxes.")

The annuity payout period

As owner of the contract, you have the right to decide how and to
whom annuity payouts will be made starting at the annuity start
date. You may select one of the annuity payout plans outlined
below, or we will mutually agree on other payout arrangements. The
amount available for payouts under the plan you select is the
contract value on your annuity start date. Annuity payouts will be
made on a fixed basis.

Amounts of payouts depend on:
o the annuity payout plan you select;
o the annuitant's age and, in most cases, sex; and
o the annuity table in the contract.

For information with respect to transfers between accounts after
annuity payouts begin, see Transfer policies.

Annuity payout plans

You may choose any one of these annuity payout plans by giving us
written instructions at least 30 days before contract values are to
be used to purchase the payout plan:<PAGE>
PAGE 27
o Plan A - Life annuity - no refund: Monthly payouts are made
until the annuitant's death. Payouts end with the last payout
before the annuitant's death; no further payouts will be made.
This means that if the annuitant dies after only one monthly payout
has been made, no more payouts will be made.

o Plan B - Life annuity with five, 10 or 15 years certain: Monthly
payouts are made for a guaranteed payout period of five, 10 or 15
years that the annuitant elects. This election will determine the
length of the payout period to the beneficiary if the annuitant
should die before the elected period has expired. The guaranteed
payout period is calculated from the annuity start date. If the
annuitant outlives the elected guaranteed payout period, payouts
will continue until the annuitant's death.

o Plan C - Life annuity - installment refund: Monthly payouts are
made until the annuitant's death, with our guarantee that payouts
will continue for some period of time. Payouts will be made 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:
Monthly payouts are made to the annuitant and a joint annuitant
while both are living. If either annuitant dies, monthly payouts
continue 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: Monthly payouts are
made for a specific payout period of 10 to 30 years chosen by the
annuitant. Payouts will be made only for the number of years
specified whether the annuitant is living or not. Depending on the
time period selected, it is foreseeable that an annuitant can
outlive the payout period selected. In addition, a 10% IRS penalty
tax could apply under this payout plan. (See "Taxes.")

Restrictions for some qualified plans: If you purchased a
qualified annuity, you must 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.

If we do not receive instructions: You must give us written
instructions for the annuity payouts at least 30 days before the
annuitant's annuity start date. If you do not, we will make
payouts under Plan B, with 120 monthly payouts guaranteed.

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<PAGE>
PAGE 28
payouts would be less than $20, we have the right to pay the
contract value to the owner in a lump sum.

Death after annuity payouts begin

If you or the annuitant dies after annuity payouts begin, any
amount payable to the beneficiary will be provided in the annuity
payout plan in effect.

Taxes

Generally, under current law, any increase in your contract value
is taxable to you only when you receive a payout or surrender.
(However, see detailed discussion below.) Any portion of the
annuity payouts and any surrenders you request that represent
ordinary income are normally taxable. You will receive a 1099 tax
information form for any year in which a taxable distribution was
made.

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 received after your investment
in the annuity is fully recovered will be subject to tax.

Tax law requires that all nonqualified deferred annuity contracts
issued by the same company to the same owner during a calendar year
are to be taxed as a single, unified contract when distributions
are taken from any one of such contracts.

Annuity payouts under qualified annuities: Under a qualified
annuity, the entire payout generally will be includable as ordinary
income and subject to tax except to the extent that contributions
were made with after-tax dollars. If you invested in your contract
with 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.

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

Death benefits to beneficiaries: The death benefit under an
annuity is not tax-exempt. Any amount received by the beneficiary
that represents previously deferred earnings within the contract,
is taxable as ordinary income to the beneficiary in the year(s) he
or she receives the payments.

Annuities owned by corporations, partnerships or trusts: Any
annual increase in the value of annuities held by such entities
generally will be treated as ordinary income received during that<PAGE>
PAGE 29
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 increase in value will be tax-deferred.

Penalties: If you receive amounts from your contract before
reaching age 59 1/2, you may have to pay a 10% IRS penalty on the
amount includable in your ordinary income. However, this penalty
will not apply to any amount received by you or your beneficiary:
o because of your death;
o because you become disabled (as defined in the Code);
o if the distribution is part of a series of substantially equal
periodic payments, made at least annually, over your life or
life expectancy (or joint lives or life expectancies of you and
your beneficiary); or
o if it is allocable to an investment before Aug. 14, 1982 (except
for qualified annuities).

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

Withholding, generally: If you receive all or part of the contract
value from an annuity, withholding may be imposed against the
taxable income portion of the payment. Any withholding that is
done represents a prepayment of your tax due for the year. You
take credit for such amounts on the annual tax return that you
file.

If the payment is part of an annuity payout plan, the amount of
withholding generally is computed using payroll tables. You can
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 total surrender) withholding is computed using 10% of the
taxable portion. Similar to above, as long as you've provided us
with a valid Social Security Number or Taxpayer Identification
Number, you can elect not to have this withholding occur.

Some states also impose withholding requirements similar to the
federal withholding described above. If this should be the case,
any payment from which federal withholding is deducted may also
have state withholding deducted. The withholding requirements may
differ if payment is being made to a non-U.S. citizen or if the
payment is being delivered outside the United States.

Transfer of ownership of a nonqualified annuity: If you make such
a transfer without receiving adequate consideration, the transfer
is considered a gift, and also may be considered a surrender for
federal income tax purposes. If the gift is a currently taxable
event, the amount of deferred earnings at the time of the transfer
will be taxed to the original owner, who also may be subject to a
10% IRS penalty as discussed earlier. In this case, the new
owner's investment in the annuity will be the value of the annuity<PAGE>
PAGE 30
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
surrender.

Important: Our discussion of federal tax laws is based upon our
understanding of these laws as they are currently interpreted.
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: The contract is intended to 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, notwithstanding 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 such amendments.

Voting rights

As a contract owner with investments in the variable account(s),
you may vote on important mutual fund policies. We will vote fund
shares according to your instructions.

The number of votes you have is determined by applying your
percentage interest in each variable subaccount to the total number
of votes allowed to the subaccount.

We calculate votes separately for each subaccount not more than 60
days before a shareholders' meeting. Notice of these meetings,
proxy materials and a statement of the number of votes to which the
voter is entitled, will be sent.

We will vote shares for which we have not received instructions in
the same proportion as the votes for which we have received
instructions. We also will vote the shares for which we have
voting rights in the same proportion as the votes for which we have
received instructions.

Substitution of Investments

If shares of any fund should not be available for purchase by the
appropriate variable subaccount or if, in the judgment of American
Partners Life's Management, further investment in such shares is no
longer appropriate in view of the purposes of the subaccount,
investment in the subaccount may be discontinued or another
registered open-end management investment company may be
substituted for fund shares held in the subaccounts if American<PAGE>
PAGE 31
Partners Life believes it would be in the best interest of persons
having voting rights under the contract. The variable account may
be operated as a management company under the 1940 Act or it may be
deregistered under this Act if the registration is no longer
required. In the event of any such substitution or change,
American Partners Life, without the consent or approval of the
owners, may amend the contract and take whatever action is
necessary and appropriate. However, no such substitution or change
will be made without the necessary approval of the SEC and state
insurance departments. American Partners Life will notify owners
of any substitution or change.

Distribution of the Contracts

The contracts will be distributed by American Express Financial
Advisors Inc., the principal underwriter for the variable account.

About American Partners Life

The Privileged Assets Select Annuity is issued by American Partners
Life. American Partners Life 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 the American Express
Company. American Express Company is a financial services company
principally engaged through subsidiaries (in addition to American
Express Financial Corporation) in travel related services,
investment services and international banking services.

American Partners Life is a stock life insurance company organized
in 1988 under the laws of the State of Arizona. Its service office
is located at 80 South Eighth Street, Minneapolis, MN 55402. Its
statutory address is 3225 North Central Avenue, Phoenix, AZ 85012.
American Partners Life is licensed in the state of Arizona, and it
conducts a conventional life insurance business.

American Express Financial Advisors Inc. is the principal
underwriter for the variable account. Its corporate office is IDS
Tower 10, Minneapolis, MN 55440-0010. American Express Financial
Advisors Inc. is registered with the SEC under the Securities
Exchange Act of 1934 as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc. American Express
Financial Advisors Inc. is a wholly owned subsidiary of American
Express Financial Corporation.

The American Express Financial Corporation family of companies also
offers mutual funds, investment certificates and a broad range of
financial management services.

Other subsidiaries provide investment management and related
services for pension, profit-sharing, employee savings and
endowment funds of businesses and institutions.

Regular and special reports

Services<PAGE>
PAGE 32
To help you track and evaluate the performance of your annuity,
American Partners Life provides:

Quarterly statements showing the value of your investment.

Annual reports containing required information on the annuity and
its underlying investments.

Table of contents of the Statement of Additional Information

Performance information...............................3
Calculating annuity payouts...........................5
Rating agency.........................................6
Depositor.............................................6
Principal underwriter.................................6
Independent auditors..................................6
Mortality and expense risk fee........................6
Retirement planning...................................7
Prospectus............................................7
Financial statements -
APL Variable Annuity Account 1...................8
American Partners Life Insurance
Company..........................................14

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

____ Privileged Assets Select Annuity

____ IDS Life Retirement Annuity Mutual Funds

____ INVESCO Variable Investment Funds, Inc.

____ Janus Variable Investment Funds

____ TCI Portfolios, Inc.

Please return this request to:

American Partners Life Insurance Company
80 South Eighth Street
P.O. Box 59197
Minneapolis, MN 55459-0197

Your name _____________________________________________________

Address _______________________________________________________

City __________________________ State ____________ Zip ________

<PAGE>
PAGE 33

STATEMENT OF ADDITIONAL INFORMATION

for

PRIVILEGED ASSETS SELECT ANNUITY

APL VARIABLE ANNUITY ACCOUNT 1

May 1, 1996

APL Variable Annuity Account 1 is a separate account established
and maintained by American Partners Life Insurance Company
(American Partners Life).

This Statement of Additional Information, dated May 1, 1996, is not
a prospectus. It should be read together with the Account's
prospectus, dated May 1, 1996, which may be obtained by writing or
calling American Partners Life at the address or telephone number
below.

American Partners Life Insurance Company
80 South Eighth Street
P.O. Box 59197
Minneapolis, MN 55459-0197
Phone #1-800-AXP-SERV (toll free)
(1-800-297-7378)

<PAGE>
PAGE 34
TABLE OF CONTENTS

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

Calculating Annuity Payouts..................................p. 5

Rating Agency................................................p. 6

Depositor....................................................p. 6

Principal Underwriter........................................p. 6

Independent Auditors.........................................p. 6

Mortality and Expense Risk Fee...............................p. 6

Retirement Planning..........................................p. 7

Prospectus...................................................p. 7

Financial Statements
- APL Variable Annuity Account 1........................p. 8
- American Partners Life Insurance Company..............p. 14
<PAGE>
PAGE 35
PERFORMANCE INFORMATION

Performance figures are calculated on the basis of historical
performance of the funds. Before the subaccounts began investing
in these funds, the figures show what the subaccount performance
would have been if these subaccounts had existed during the
illustrated periods. Once these subaccounts began investing in
these funds, actual values are used for the calculations.

Calculation of Yield for the Subaccount investing in IDS Life
Moneyshare Fund.

Simple yield for the subaccount investing in the IDS Life
Moneyshare Fund will be based on the: (a) change in the value of a
hypothetical investment (exclusive of capital changes) at the
beginning of a seven-day period for which yield is to be quoted;
(b) subtracting a pro rata share of subaccount expenses accrued
over the seven-day 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) annualizing the results (i.e., multiplying
the base period return by 365/7).

The value of the hypothetical subaccount includes the amount of any
declared dividends, the value of any shares purchased with any
dividend paid during the period and any dividends declared for such
shares. The variable subaccount's yield does not include any
realized or unrealized gains or losses, nor does it include the
effect of any applicable surrender charge.

Calculation of compound yield begins with the same base period
return used in the calculation of yield, which is then annualized
to reflect compounding according to the following formula:

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

On December 31, 1995, the account's annualized simple yield was
3.93% and its compound yield was 4.01%.

The rate of return, or yield, on the subaccount's accumulation unit
may fluctuate daily and does not provide a basis for determining
future yields. Investors must consider, when comparing an
investment in the subaccount with fixed annuities, that fixed
annuities often provide an agreed-to or guaranteed fixed yield for
a stated period of time, whereas the variable subaccount's yield
fluctuates. In comparing the yield of the subaccount to a money
market fund, you should consider the different services that the
annuity provides.

Calculation of Yield for the Subaccount investing in IDS Life
Special Income Fund.

For the IDS Life Special Income subaccount quotations of yield will
be based on all investment income earned during a particular 30-day
period, less expenses accrued during the period (net investment
<PAGE>
PAGE 36
income) and will be computed 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.

Yield on the subaccount is earned from the increase in the net
asset value of shares of the fund in which the subaccount invests
and from dividends declared and paid by the fund, which are
automatically invested in shares of the fund.

Calculation of average annual total return

Quotations of average annual total return for a subaccount will be
expressed in terms of the average annual compounded rate of return
of a hypothetical investment in the annuity contract over a period
of one, five and 10 years (or, if less, up to the life of the
account), calculated according to the following formula:

P(1+T)n = ERV

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

Average Annual Total Return Period Ended Dec. 31, 1995
<TABLE><CAPTION>
Average Annual Total Return with or without Surrender
Since
Subaccount investing in: 1 Year 5 Years 10 Years Inception
<S> <C> <C> <C> <C>
IDS LIFE
Aggressive Growth Fund (1/92)* 30.47% - % - % 9.94%
Capital Resource Fund (10/81) 26.57 14.08 12.42 -
International Equity Fund (1/92) 10.04 - - 8.24
Managed Fund (4/86) 22.92 11.89 - 9.98
Moneyshare Fund (10/81) 4.16 2.91 4.54 -
Special Income Fund (10/81) 21.01 10.55 8.89 -
INVESCO VIF
Industrial Income Portfolio (8/94) 27.96 - - 19.60
Janus Aspen Series Worldwide Growth Portfolio (9/93) 26.08 - - 19.45
TCI Growth (11/87) 29.81 13.60 - 11.56

*inception dates of the funds are shown in parentheses.
</TABLE> <PAGE>
PAGE 37
Aggregate Total Return

Aggregate total return represents the cumulative change in value of
an investment for a given period (reflecting change in a
subaccount's accumulation unit value) and is computed by 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
ten year (or other) period at the end of the one,
five, or ten year (or other) period (or fractional
portion thereof).

The Securities and Exchange Commission requires that an assumption
be made that the contract owner surrenders the entire contract at
the end of the one, five and ten year periods (or, if less, up to
the life of the subaccount) for which performance is required to be
calculated. Subaccount total return figures reflect the deduction
of the contract administrative charge and mortality and expense
risk fee.

Performance of the subaccounts may be quoted or compared to
rankings, yields, or returns as published or prepared by
independent rating or statistical services or publishers or
publications such as The Bank Rate Monitor National Index,
Barron's, Business Week, Donoghue's Money Market Fund Report,
Financial Services Week, Financial Times, Financial World, Forbes,
Fortune, Global Investor, Institutional Investor, Investor's Daily,
Kiplinger's Personal Finance, Lipper Analytical Services, Money,
Mutual Fund Forecaster, Newsweek, The New York Times, Personal
Investor, Stanger Report, Sylvia Porter's Personal Finance, USA
Today, U.S. News & World Report, The Wall Street Journal and
Wiesenberger Investment Companies Service.

CALCULATING ANNUITY PAYOUTS

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

o take the total value of your fixed account and the subaccounts
at the annuity start 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.
o The annuity payout table we use will be the one in effect at the
time you choose to begin your annuity payouts. The table will be
equal to or greater than the table in your contract.

<PAGE>
PAGE 38
RATING AGENCY

The following chart reflects the rating given to American Partners
Life by an independent rating agency. This agency evaluates 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 Privileged Assets Select Annuity. This
information relates only to the fixed account and reflects American
Partners Life's ability to make annuity payouts and to pay death
benefits and other distributions from the annuity.

Rating agency Rating

A.M. Best A+
(Superior)

DEPOSITOR

National Pension Life Insurance Company was established on October
14, 1988 and changed its name to American Partners Life Insurance
Company on February 18, 1994.

PRINCIPAL UNDERWRITER

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

INDEPENDENT AUDITORS

The financial statements of APL Variable Annuity Account 1
including the statements of net assets as of Dec. 31, 1995, and the
related statements of operations and changes in net assets for the
period from Dec. 5, 1995 (commencement of operations) to Dec. 31,
1995 and the financial statements of American Partners Life
Insurance Company (a wholly owned subsidiary of IDS Life Insurance
Company) at Dec. 31, 1995 and 1994 and the year ended Dec. 31, 1995
and the period from Feb. 18, 1994 (commencement of operations) to
Dec. 31, 1994, appearing in this SAI, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their reports
thereon appearing elsewhere herein.

MORTALITY AND EXPENSE RISK FEE

American Partners Life has represented to the SEC that:

American Partners Life has reviewed publicly available information
regarding products of other companies. Based upon this review,
American Partners Life has concluded that the mortality and expense
risk fee is within the range of charges determined by industry
practice. American Partners Life will maintain at its
administrative office, and make available on request of the SEC or
its staff, a memorandum setting forth in detail the variable<PAGE>
PAGE 39
products analyzed and the methodology, and results of, its
comparative review.

American Partners Life has concluded that there is a reasonable
likelihood that the proposed distribution financing arrangements
made with respect to the contracts will benefit the variable
account and investors in the contracts. The basis for such
conclusion is set forth in a memorandum which will be made
available to the SEC or its staff on request.

RETIREMENT PLANNING

You may have to save more for retirement because social security
and employee savings plans are estimated to cover only 40% of your
retirement savings. The remaining 60% must come from personal
investments, savings and other income.* One way to help save for
retirement is by purchasing a variable annuity. Variable annuity
sales have almost tripled in the last 4 years to over $52 billion
dollars.**

Sources:

* Social Security Administration
**LIMRA 1994 Individual Annuity Market Report

PROSPECTUS

The prospectus dated May 1, 1996, is hereby incorporated in this
Statement of Additional Information by reference.
<PAGE>
PAGE 40
APL Variable Annuity Account 1
<TABLE><CAPTION>
Statements of Net Assets* Dec. 31, 1995
Combined
Segregated Asset Subaccounts Variable
Assets CAG CSI CMS CMG Account
<S> <C> <C> <C> <C> <C>
Investments in shares of mutual funds, at market value:
IDS Life Aggressive
Growth Fund --7 shares at
net asset value of
$15.05 per share (cost
$100)................. $100 $ -- $ -- $ -- $100
IDS Life Special Income
Fund, Inc. --
4 shares at
net asset value of
$12.01 per share
(cost $50)............ -- 50 -- -- 50
IDS Life Moneyshare
Fund, Inc. --2,297 shares at net
asset value of
$1.00 per share
(cost $2,298)......... -- -- 2,300 -- 2,300
IDS Life Managed Fund,
Inc. -- 3 shares at
net asset value of
$15.67 per share
(cost $50)........ -- -- -- 50 50
100 50 2,300 50 2,500
Dividends receivable... -- -- 8 -- 8
Accounts receivable
from American Partners
Life for contract
purchase payments...... 100 50 -- 50 200
Receivable from mutual
funds for share
redemptions............ -- -- 200 -- 200
Total assets........... 200 100 2,508 100 2,908

Liabilities _
Payable to American Partners
Life for:
Mortality and expense
risk fee............... -- -- 2 -- 2
Contract terminations.. -- -- 200 -- 200
Payable to mutual funds
for investments
purchased.............. 100 50 6 50 206
Total liabilities...... 100 50 208 50 408
Net assets applicable to
contracts in
accumulation period.... $ 100 $ 50 $2,300 $ 50 $2,500
Accumulation units
outstanding............ 101 49 2,292 49
Net asset value per
accumulation unit...... $0.99 $1.02 $1.00 $1.02
* The CCR, CIE and CII subaccounts had no activity in 1995.
See accompanying notes to financial statements.
/TABLE
<PAGE>
PAGE 41
APL Variable Annuity Account 1
<TABLE><CAPTION>
Statements of Operations* Year ended Dec. 31, 1995
Combined
Segregated Asset Subaccounts Variable
Investment income: CAG CSI CMS CMG Account
<S> <C> <C> <C> <C> <C>
Dividend income from
mutual funds............ $ -- $ -- $ 8 $ -- $ 8
Mortality and expense
risk fee (Note 3)....... -- -- (2) -- (2)
Investment income - net. -- -- 6 -- 6

Realized and Unrealized Gain on Investments -- net
Realized gain
on sales of investments
in mutual funds:
Proceeds from sales..... -- -- 301 -- 301
Cost of investments
sold.................... -- -- 301 -- 301
Net realized gain
on investments.......... -- -- -- -- --
Net change in unrealized
appreciation or
depreciation of
investments............. -- -- 2 -- 2
Net gain on investments. -- -- 2 -- 2
Net increase
from operations......... $ -- $ -- $ 8 $ -- $ 8
* For the period Dec. 5, 1995 (commencement of operations) to Dec. 31, 1995. The CCR, CIE and CII
subaccounts had no activity in this period.
</TABLE>
See accompanying notes to financial statements.
<PAGE>
PAGE 42
<TABLE><CAPTION>
Statements of Changes in Net Assets* Year ended Dec. 31, 1995

Combined
Segregated Asset Subaccounts Variable
Operations CAG CSI CMS CMG Account
<S> <C> <C> <C> <C> <C>
Investment income -- net $ -- $ -- $ 6 $ -- $ 6
Net change in unrealized
appreciation or
depreciation of
investments............. -- -- 2 -- 2
Net increase
from operations......... -- -- 8 -- 8

Contract Transactions

Variable annuity
contract purchase
payments................ -- -- 2,492 -- 2,492
Net transfers**.......... 100 50 (200) 50 --
Increase from
contract transactions... 100 50 2,292 50 2,492
Net assets at beginning
of period............... -- -- -- -- --
Net assets at end of
period.................. $100 $50 $2,300 $50 $2,500

Accumulation Unit Activity
Units outstanding at
beginning of period..... -- -- -- --
Contract purchase
payments................ -- -- 2,492 --
Net transfers**......... 101 49 (200) 49
Units outstanding at end
of period............... 101 49 2,292 49
* For the period Dec. 5, 1995 (commencement of operations) to Dec. 31, 1995. The CCR, CIE and
CII subaccounts had no activity in 1995.
**Includes transfer activity from (to) other subaccounts.
</TABLE>
See accompanying notes to financial statements.

<PAGE>
PAGE 43
Notes to Financial Statements
___________________________________________________________________
1. Organization

APL Variable Annuity Account 1 (Account) was established as a
segregated asset account of American Partners Life Insurance
Company (American Partners Life) under Arizona law and is
registered as a unit investment trust under the Investment Company
Act of 1940. APL Variable Annuity Account 1 was established on
Feb. 9, 1995 and commenced operations on Dec. 5, 1995. American
Partners is a wholly owned subsidiary of IDS Life Insurance Company
(IDS Life).

The assets of the Account are held for the exclusive benefit of the
Privileged Assets Select Annuity contract owners and are not
chargeable with liabilities arising out of the business conducted
by any other account or by American Partners Life. Contract owners
allocate their variable purchase payments to one or more of the
seven segregated asset subaccounts. Such funds are then invested
in shares of six mutual funds organized by IDS Life as the
investment vehicles for variable annuity contracts issued by IDS
Life and its subsidiaries, or in shares of one mutual fund
portfolio organized by INVESCO Funds Group, Inc.

All of the IDS Life mutual funds, except IDS Life Managed Fund,
Inc., commenced operations Oct. 13, 1981. IDS Life Managed Fund,
Inc. commenced operations April 30, 1986. INVESCO Variable
Investment Funds, Inc. (INVESCO - VIF) commenced operations Dec.
16, 1993. These mutual funds are registered under the Investment
Company Act of 1940 as diversified, open-end management investment
companies. Funds allocated to the CCR Subaccount are invested in
shares of IDS Life Capital Resource Fund; Subaccount CIE invests in
the shares of IDS Life International Equity Fund; Subaccount CAG
invests in the shares of IDS Life Aggressive Growth Fund;
Subaccount CSI invests in the shares of IDS Life Special Income
Fund, Inc.; Subaccount CMS invests in the shares of IDS Life
Moneyshare Fund, Inc.; Subaccount CMG invests in the shares of IDS
Life Managed Fund, Inc.; Subaccount CII invests in shares of
INVESCO VIF - Industrial Income Portfolio.

IDS Life serves as manager, investment adviser and underwriter for
the underlying six IDS Life mutual funds. INVESCO Funds Group,
Inc. is the investment advisor for the INVESCO VIF - Industrial
Income Portfolio. American Partners Life serves as issuer for the
Account.
___________________________________________________________________
2. Summary of Significant Accounting Policies

Investments in Mutual Funds
Investments in shares of the mutual 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 mutual funds are<PAGE>
PAGE 44
2. Summary of Significant Accounting Policies (continued)

reinvested, net of any expenses payable to American Partners Life,
in additional shares of the mutual 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 mutual funds' undistributed net investment income,
undistributed realized gain or loss and the unrealized appreciation
or depreciation on their investment securities.

Federal Income Taxes
American Partners Life is taxed as a life insurance company. The
Account is treated as part of American Partners Life for federal
income tax purposes. Under existing tax law, no income taxes are
payable with respect to any income of the Account.
___________________________________________________________________
3. Mortality and Expense Risk Fee and Contract Charges

American Partners Life makes contractual assurances to the Account
that possible future adverse changes in administrative expenses and
mortality experience of the annuitants and beneficiaries will not
affect the Account. The mortality and expense risk fee paid to
American Partners Life is computed daily and is equal, on an annual
basis, to 1 percent of the average daily net assets of the
subaccounts.

An annual charge of $30 is deducted from the contract value of each
Privileged Assets Select Annuity contract. The annual charges are
deducted at contract year end during the accumulation period, for
administrative services provided to the Account by American
Partners Life. The deduction will be allocated to the subaccounts
on a pro-rata basis. If the total purchase payments (less partial
surrenders) are at least $10,000 the charge will be waived.
American Partners Life reserves the right to increase the charge in
the future, however, in no event will the charge exceed $50 per
year.
___________________________________________________________________
4. Investment Transactions

The subaccounts' purchases of mutual fund shares (net of charges),
including reinvestment of dividend distributions, were as follows:

Year ended Dec. 31,
Subaccount Investment 1995*

CAG IDS Life Aggressive Growth Fund................. $ 100
CSI IDS Life Special Income Fund, Inc............... 50
CMS IDS Life Moneyshare Fund, Inc................... 2,599
CMG IDS Life Managed Fund, Inc...................... 50
$2,799
*For the period Dec. 5, 1995 (commencement of operations) to Dec.
31, 1995. The CCR, CIE and CII subaccounts had no activity in this
period.<PAGE>
PAGE 45
Annual Financial Information

Report of Independent Auditors

The Board of Directors
American Partners Life Insurance Company

We have audited the accompanying individual and combined statements
of net assets of APL Variable Annuity Account 1 (comprising,
respectively, the CCR, CIE, CAG, CSI, CMS, CMG, and CII
subaccounts) as of December 31, 1995, and the related statements of
operations and changes in net assets for the period from December
5, 1995 (commencement of operations) to December 31, 1995. These
financial statements are the responsibility of the management of
American Partners Life Insurance Company. Our responsibility is to
express an opinion on these financial statements based on our
audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned at December
31, 1995 with the 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 audit provides 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 APL
Variable Annuity Account 1 at December 31, 1995, and the individual
and combined results of its operations and changes in its net
assets for the period described above, in conformity with generally
accepted accounting principles.

Ernst & Young LLP
Minneapolis, Minnesota
March 15, 1996
<PAGE>
PAGE 46
American Partners Life Financial Information

The financial statements shown below are those of the insurance
company and not those of any other entity. They are included in
the prospectus for the purpose of informing investors as to the
financial condition of the insurance company and its ability to
carry out its obligations under its variable contracts.

American Partners Life Insurance Company
Balance Sheets
<TABLE><CAPTION> Dec. 31, 1995 Dec. 31, 1994

<S> <C> <C>
Assets (thousands)
Investments:
Fixed maturities:
Held to maturity, at amortized cost (Fair value:
1995, $78,867) $ 72,281 $ -
Available for sale, at fair value (Amortized cost:
1995, $33,527; 1994, $3,197) 35,637 3,024
Total investments 107,918 3,024
Cash and cash equivalents 9,007 3,632
Accrued investment income 2,388 144
Deferred policy acquistion costs 5,809 -
Due from broker - 2,200
State licenses 1,462 1,924
Goodwill 512 673
Other assets 392 -
Total assets $127,488 $11,597
Liabilities and Stockholder's Equity
Liabilities:
Future policy benefits for fixed annuities $106,985 $ -
Policy claims and other policyholders' funds 934 -
Deferred income taxes 713 593
Other liabilities 1,211 17
Total liabilities 109,843 610
Stockholder's equity:
Capital stock, $100 par value per share;
30,000 shares authorized, 25,000 issued and outstanding 2,500 2,500
Additional paid--in capital 11,327 6,327
Net unrealized gain (loss) on investments 1,371 (112)
Retained earnings 2,447 2,272
Total stockholder's equity 17,645 10,987
Total liabilities and stockholder's equity $127,488 $11,597

See accompanying notes.

/TABLE
<PAGE>
PAGE 47
American Partners Life Insurance Company
Statements of Income
<TABLE><CAPTION> Periods ended Dec. 31,
1995 1994*
(thousands)
<S> <C> <C>
Revenues:
Net investment income $3,329 $ 321
Benefits and expenses:
Interested credited on investment contracts 2,113 -
Amortization of deferred policy acquistion costs 224 -
Amortization of state licenses and goodwill 623 519
Other operating expenses 270 29
Total expenses 3,230 548
Income (loss) before income taxes 99 (227)
Income taxes 91 (33)
Net income (loss) $ 8 $(194)
*For the period Feb. 18, 1994 to Dec. 31, 1994.

See accompanying notes.
/TABLE
<PAGE>
PAGE 48
American Partners Life Insurance Company
Statements of Cash Flows
<TABLE><CAPTION> Periods ended Dec. 31,
1995 1994*
(thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 8 $ (194)
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Change in accrued investment income (2,244) (53)
Change in deferred policy acquistion costs, net (5,809) -
Amortization of license agreements and goodwill 623 519
Change in policy claims and other policyholders' funds 934 -
Change in deferred income taxes (512) (155)
Change in other liabilities 1,194 17
Amortization of premium (accretion of discount), net 6 70
Other, net (393) -
Net cash (used in) provided by operating activities (6,193) 204
Cash flows from investing activities:
Fixed maturities held to maturity:
Purchases (72,361) -
Maturities 53 -
Fixed maturities available for sale:
Purchases (30,309) -
Maturities - 4,750
Change in due from broker 2,200 (2,200)
Net cash (used in) provided by investing activities (100,417) 2,550
Cash flows from financing activities:
Activity related to investment contracts:
Considerations received 108,354 -
Surrenders and other benefits (3,482) -
Interested credited to account balances 2,113 -
Capital contribution received from parent 5,000 -
Net cash provided by financing activities 111,985 -
Net increase in cash and cash equivalents 5,375 2,754
Cash and cash equivalents at beginning of year 3,632 878
Cash and cash equivalents at end of year $ 9,007 $3,632
*For the period Feb. 18, 1994 to Dec. 31, 1994.
</TABLE>
See accompanying notes.
<PAGE>
PAGE 49
American Partners Life Insurance Company
Notes to Financial Statements
($ thousands)

1. Summary of significant accounting policies

Nature of business

American Partners Life Insurance Company (the Company), is a stock
life insurance company which is domiciled in Arizona and is
licensed to transact insurance business in 46 states at Dec. 31,
1995. The Company was purchased by IDS Life Insurance Company (IDS
Life) from Mutual of America Life Insurance Company on Feb. 18,
1994. IDS Life paid $11,193 for 100% of the issued and outstanding
shares of the Company. The transaction was accounted for as a
purchase under generally accepted accounting principles and the
excess of the purchase price over the market value of the net
assets acquired has been recorded as goodwill on the financial
statements of the Company.

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.

The Company's principal annuity product in terms of amount in force
is the fixed deferred annuity. The annuity contract guarantees a
minimum interest rate during the accumulation period (the time
before annuity payments begin), although the Company normally pays
a higher rate reflective of current market rates. The fixed
annuity provides for a surrender charge during the first seven to
ten years after a purchase payment is made. The Company has also
adopted a practice whereby the higher current rate is guaranteed
for a specified period. The Company also offers a variable annuity
product under the name Privileged Assets Select Annuity. This is a
fixed/variable annuity offering the purchasers a choice among
mutual funds with portfolios of equities, bonds, managed assets
and/or short-term securities, and the Company's general account, as
the underlying investment vehicles. With respect to funds applied
to the variable portion of the annuity, the purchaser, rather than
the Company, assumes the investment risks and receives the rewards
inherent in the ownership of the underlying investment.

Basis of presentation

The Company is a wholly owned subsidiary of IDS Life, which is a
wholly owned subsidiary of American Express Financial Corporation.
American Express Financial Corporation is a wholly owned subsidiary
of American Express Company. The accompanying financial statements
have been prepared in conformity with generally accepted accounting
principles which vary in certain respects from reporting practices
prescribed or permitted by the Arizona Department of Insurance
(see Note 4). Where the year 1994 is referenced it represents the
period from Feb. 18, 1994 through Dec. 31, 1994.
<PAGE>
PAGE 50
1. Summary of significant accounting policies (continued)

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

Investments

Fixed maturities that the Company has both the positive intent and
the ability to hold to maturity are classified as held to maturity
and carried at amortized cost. All other fixed maturities and all
marketable equity securities are classified as available for sale
and carried at fair value. Unrealized gains and losses on
securities classified as available for sale are carried as a
separate component of stockholder's equity.

Management determines the appropriate classification of fixed
maturities at the time of purchase and reevaluates the
classification at each balance sheet date.

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.

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 Dec. 31 is summarized as follows:

1995 1994
Cash paid during the year for:
Income taxes $144 $104

Recognition of profits on fixed annuity contracts

The Company's deferred annuity contracts provide for a surrender
charge at annually decreasing rates upon withdrawal of the annuity
accumulation value by the contract owner. No front sales load is
deducted from the contract considerations received on these
contracts ("no load" annuities). The deferred annuity contracts
provide for crediting the contract owners' accumulations at <PAGE>
PAGE 51
1. Summary of significant accounting policies (continued)

specified rates of interest. Such rates are revised by the Company
from time to time based on changes in the market investment yield
rates for fixed-income securities.

Profits on deferred annuities are recognized by the Company over
the lives of the contracts and represent the excess of investment
income earned from investment of contract considerations over
interest credited to contract owners and other expenses.

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 over
the lives of the policies as a percentage of the estimated gross
profits expected to be realized on the policies.

Liabilities for future policy benefits

Liabilities for 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 American Express Financial Corporation
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 American Express Financial Corporation to
reimburse a subsidiary for any tax benefit.

Included in other liabilities at Dec. 31, 1995 and 1994 are $476
and $18, respectively, payable to IDS Life for federal income
taxes.

Intangible Assets

In connection with the purchase of the Company by IDS Life, $2,308
of the purchase price was allocated to state licenses and $808 was
allocated to goodwill. These amounts are being amortized over five
years using the straight-line method.

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. <PAGE>
PAGE 52
2. Investments (continued)

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

1995 1994
Fixed maturities:
Held to maturity $6,586 $ --
Available for sale 2,283 (173)

The amortized cost, gross unrealized gains and losses and fair
value of investments in fixed maturities and equity securities at
Dec. 31, 1995 are as follows:
<TABLE><CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Held to maturity Cost Gains Losses Value
<S> <C> <C> <C> <C>
Corporate bonds and>
obligations $72,281 $6,646 $60 $78,867

Available for sale
U.S. Government agency
obligations $ 6,193 $ 134 $48 $ 6,279
Corporate bonds and
obligations 27,334 2,024 - 29,358
Total fixed maturities $33,527 $2,158 $48 $35,637
</TABLE>
The change in net unrealized gain (loss) on available for sale
securities included as a separate component of stockholder's equity
was $1,483 in 1995.

The amortized cost, gross unrealized gains and losses and fair
value of investments in fixed maturities and equity securities at
Dec. 31, 1994 are as follows:
<TABLE><CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Available for sale Cost Gains Losses Value
<S> <C> <C> <C> <C>
U.S. Government agency
obligations $3,197 $ -- $173 $3,024
</TABLE>
The change in net unrealized gain (loss) on available for sale
securities included as a separate component of stockholder's equity
was $(112) in 1994.

The amortized cost and fair value of investments in fixed
maturities at Dec. 31, 1995 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.

<PAGE>
PAGE 53
2. Investments (continued)
Amortized Fair
Held to maturity Cost Value

Due from one to five years $ 8,537 $ 8,840
Due from five to ten years 55,227 60,804
Due in more than ten years 8,517 9,223
$72,281 $78,867

Amortized Fair
Available for sale Cost Value
Due in one year or less $ 2,213 $ 2,235
Due from one to five years 20,502 21,546
Due from five to ten years 10,812 11,856
$33,527 $35,637

During the year ended Dec. 31, 1995 and 1994 there were no sales of
fixed maturities.

At Dec. 31, 1995, bonds carried at $6,094 were on deposit with
various states as required by law.

Net investment income for the years ended Dec. 31 is summarized as
follows:
1995 1994
Interest on fixed maturities $3,077 $243
Interest on cash equivalents 218 81
Other 49 --
3,344 324
Less investment expenses 15 3
$3,329 $321

Securities are rated by Moody's and Standard & Poor's (S&P), except
for securities carried at approximately $4.2 million which are
rated by American Express Financial Corporation internal analysts
using criteria similar to Moody's and S&P. A summary of
investments in fixed maturities, at amortized cost, by rating on
Dec. 31 is as follows:

Rating 1995 1994

Aaa/AAA $ 6,193 $3,024
Aa/AA 2,787 --
Aa/A 4,191 --
A/A 27,392 --
A/BBB 4,355 --
Baa/BBB 55,191 --
Baa/BB 2,799 --
Below investment grade 2,900 --
$105,808 $3,024

At Dec. 31, 1995, 100 percent of the securities rated Aaa/AAA are
U.S. Treasury securities. No holdings of any other issuer are
greater than one percent of the Company's total investments in
fixed maturities.<PAGE>
PAGE 54
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 consists of the following:

1995 1994
Federal income taxes:
Current $603 $122
Deferred (512) (155)
Income tax expense $ 91 $(33)

Increases (decreases) to the federal income tax provision
applicable to pretax income based on the statutory rate are
attributable to:
<TABLE><CAPTION>
1995 1994
Provision Rate Provision Rate
<S> <C> <C> <C> <C>
Federal income taxes based
on the statutory rate $ 35 35.0% $(79) (35.0)%
Increases (decreases) are
attributable to:
Goodwill amortization 56 56.7 46 20.8
Federal income taxes $91 91.7% (33) (14.6)%
</TABLE>
Significant components of the Company's deferred tax assets and
liabilities as of Dec. 31 are as follows:

Deferred tax assets: 1995 1994

Policy reserves $2,445 $ --
Investments -- 60
Other -- 19
Total deferred tax assets 2,445 80

Deferred tax liabilities:
Deferred tax - state licenses 512 673
Investments 739 --
Deferred policy acquisition costs 1,870 --
Other 37 --
Total deferred tax liabilities 3,158 673
Net deferred tax liabilities $ 713 $593

The Company is required to establish a valuation allowance for any
portion of the deferred 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
tax assets and, therefore, no valuation allowance has been
established.

<PAGE>
PAGE 55
4. Stockholder's equity

Retained earnings available for distribution as dividends to the
parent are limited to the Company's surplus as determined in
accordance with accounting practices prescribed by the Arizona
Department of Insurance. Statutory unassigned surplus aggregated
$2,546 and $2,010 as of Dec. 31, 1995 and 1994, respectively.

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

1995 1994

Statutory net income $ 897 $ 289
Statutory stockholder's equity 14,589 9,053

As discussed in Note 5, the Company entered into a reinsurance
agreement with IDS Life during 1995. As a result of this
transaction, a gain of $167 was realized and reported as a
direct credit to retained earnings.

5. Related party transactions

The Company entered a reinsurance agreement to assume single
premium deferred annuity contracts from IDS Life. At September 1,
1995, a $107,564 block of single premium deferred annuities was
transferred from IDS Life to the Company. The accompanying balance
sheet at Dec. 31, 1995 includes $106,193 of future policy benefits
related to this agreement.

Charges by American Express Financial Corporation for use of joint
facilities and other services aggregated $381 and $nil for 1995 and
1994, respectively. Certain of these costs are included in
deferred policy acquisition costs.

6. Fair values of financial instruments

The Company discloses fair value information for most on- and off-
balance sheet financial instruments for which it is practical to
estimate that value. Fair values 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 is significant. The fair value of the Company,
therefore, cannot be estimated by aggregating the amounts
presented.
<PAGE>
PAGE 56
6. Fair values of financial instruments (continued)
<TABLE><CAPTION>
1995 1994
Carrying Fair Carrying Fair
Financial Assets Value Value Value Value
<S> <C> <C> <C> <C>
Investments:
Fixed maturities (Note 2):
Held to maturity $ 72,281 $ 78,867 $ -- $ --
Available for sale 35,637 35,637 3,024 3,024
Cash and cash equivalents
(Note 1) 9,007 9,007 3,632 3,632

Financial Liabilities
Future policy benefits for
fixed annuities 106,985 100,064 -- --
</TABLE>
The fair value of future policy benefits for fixed annuities is
based on the status of the annuities at Dec. 31, 1995. The fair
value of deferred annuities is 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 1995.
<PAGE>
PAGE 57
Report of Independent Auditors

The Board of Directors
American Partners Life Insurance Company

We have audited the accompanying balance sheets of American
Partners Life Insurance Company (a wholly owned subsidiary
of IDS Life Insurance Company) as of December 31, 1995 and 1994,
and the related statements of income and cash flows for the year
ended December 31, 1995 and the period from February 18, 1994
through December 31, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
American Partners Life Insurance Company at December 31, 1995 and
1994, and the results of its operations and its cash flows for the
year ended December 31, 1995 and the period from February 18, 1994
through December 31, 1994, in conformity with generally accepted
accounting principles.

Ernst & Young LLP
Minneapolis, Minnesota
February 2, 1996
<PAGE>
PAGE 58
PART C.

Item 24. Financial Statements and Exhibits

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

APL Variable Annuity Account 1

Statements of Net Assets for year ended Dec. 31, 1995
Statements of Operations for year ended Dec. 31, 1995
Statements of Changes in Net Assets for year ended Dec. 31
1995.
Notes to Financial Statements.
Report of Independent Auditors dated March 15, 1996.

American Partners Life Insurance Company:

Balance Sheets as of Dec. 31, 1995 and 1994;
Statements of Income for the periods ended Dec. 31, 1995, and
1994;
Statements of Cash Flows for the periods ended Dec. 31, 1995
and 1994.
Notes to Financial Statements.
Report of Independent Auditors dated February 2, 1996.

Financial Statement Schedule I as required by Regulation S-X:

Schedule I - Summary of Investments Other than
Investments in Related Parties

All other schedules to the financial statements required by
Article 7 of Regulation S-X are not required under the
related instructions or are inapplicable and, therefore have
been omitted.

(b) Exhibits:

1. Consent in Writing in Lieu of Meeting of Board of Directors
establishing the APL Variable Annuity Account 1 dated
February 9, 1995, filed electronically as Exhibit 1 to
Registration Statement No. 33-57731 is incorporated herein by
reference.

2. Not applicable.

3. Form of Variable Annuity Distribution Agreement, filed
electronically as Exhibit 3 to Pre-Effective Amendment No. 1
to Registration Statement No. 33-57731 is incorporated herein
by reference.

4.1 Form of Deferred Annuity Contract for nonqualified contract
(form 32028), filed electronically as Exhibit 4.1 to Pre-
Effective Amendment No. 1 to Registration Statement No. 33-
57731 is incorporated herein by reference.<PAGE>
PAGE 59
4.2 Form of Deferred Annuity Contract for qualified contract
(form 32034-IRA), filed electronically as Exhibit 4.2 to Pre-
Effective Amendment No. 1 to Registration Statement No. 33-
57731 is incorporated herein by reference.

5.1 Form of Application for American Partners Life Variable
Annuity (form 32025), filed electronically as Exhibit 5.1 to
Pre-Effective Amendment No. 1 to Registration Statement No.
33-57731 is incorporated herein by reference.

6.1 Articles of Amendment and Restatement of National Pension
Life Insurance Company dated February 18, 1994, filed as
Exhibit 6.1 to Registration Statement No. 33-57731 is
incorporated herein by reference.

6.2 Amended and Restated By-Laws of American Partners Life, filed
as Exhibit 6.2 to Registration Statement No. 33-57731 is
incorporated herein by reference.

7. Not applicable.

8.1 Participation Agreement among INVESCO Variable Investment
Funds, Inc., INVESCO Funds Group, Inc. and American Partners
Life Insurance Company, dated Oct. 31, 1995, filed
electronically herewith.

8.2 Fund Participation Agreement, dated Dec. 19, 1995 by and
among American Partners Life Insurance Company, TCI
Portfolios, Inc. and Investors Research Corporation, filed
electronically herewith.

8.3 Fund Participation Agreement, dated Jan. 23, 1996 between
JANUS ASPEN SERIES and American Partners Life Insurance
Company, filed electronically herewith.

9. Opinion of counsel and consent to its use as to the legality
of the securities being registered was filed with
Registrant's 24f-2 Notice on or about February 28, 1996.

10. Consent of Independent Auditors, filed electronically
herewith.

11. Financial Statement Schedule and Report of Independent
Auditors, filed electronically herewith.

12. Not applicable.

13. Copy of schedule for computation of each performance
quotation provided in the Registration Statement in response
to Item 21, filed as Exhibit 13 to Registration Statement No.
33-57731 is incorporated herein by reference.

14 Financial Data Schedules, filed electronically herewith.

15 Power of Attorney to sign Amendments to this Registration
Statement dated March 22, 1996, filed electronically
herewith.<PAGE>
PAGE 60
Item 25. Directors and Officers of the Depositor (American
Partners Life Insurance Company)
<TABLE><CAPTION>
Positions and
Name Principal Business Address Offices with Depositor
<S> <C> <C>
Timothy V. Bechtold IDS Tower 10 Vice President-Risk
Minneapolis, MN 55440 Management Products

David J. Berry IDS Tower 10 Vice President
Minneapolis, MN 55440

Alan R. Dakay IDS Tower 10 Vice President-
Minneapolis, MN 55440 Institutional Insurance
Marketing

Robert M. Elconin IDS Tower 10 Vice President
Minneapolis, MN 55440

Morris Goodwin Jr. IDS Tower 10 Vice President and Treasurer
Minneapolis, MN 55440

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

David R. Hubers IDS Tower 10 Director
Minneapolis, MN 55440

James M. Jensen IDS Tower 10 Vice President-Insurance
Minneapolis, MN 55440 Product Development

Richard W. Kling IDS Tower 10 Director and President
Minneapolis, MN 55440

Paul F. Kolkman IDS Tower 10 Director and Executive
Minneapolis, MN 55440 Vice President

Ryan R. Larson IDS Tower 10 Vice President
Minneapolis, MN 55440

Janis E. Miller IDS Tower 10 Director and Executive
Minneapolis, MN 55440 Vice President-
Variable Assets

James A. Mitchell IDS Tower 10 Director, Chairman of
Minneapolis, MN 55440 the Board and Chief
Executive Officer

Barry J. Murphy IDS Tower 10 Director and Executive
Minneapolis, MN 55440 Vice President-
Client Service

James R. Palmer IDS Tower 10 Vice President-Taxes
Minneapolis, MN 55440

Stuart A. Sedlacek IDS Tower 10 Director and Executive
Minneapolis, MN 55440 Vice President-Assured
Assets
<PAGE>
PAGE 61
Item 25. Directors and Officers of the Depositor (American Partners Life Insurance
Company (cont'd)

F. Dale Simmons IDS Tower 10 Vice President-
Minneapolis, MN 55440 Real Estate
Loan Management

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

Melinda S. Urion IDS Tower 10 Director, Executive
Minneapolis, MN 55440 Vice President and
Controller
</TABLE>
Item 26. Persons Controlled by or Under Common Control with the
Depositor or Registrant

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

The following list includes the names of major
subsidiaries of American Express.

Jurisdiction
Name of Subsidiary of 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 Investors Diversified Financial Services

American Centurion Life Assurance Company New York
American Enterprise Investment Services Inc. Minnesota
American Enterprise Life Insurance Company Indiana
American Express Financial Advisors Inc. Delaware
American Express Financial Corporation Delaware
American Express Insurance Agency of Nevada Inc. Nevada
American Express Minnesota Foundation Minnesota
American Express Service Corporation Delaware
American Express Tax and Business Services Inc. Minnesota
American Express Trust Company Minnesota
American Partners Life Insurance Company Arizona
AMEX Assurance Company Illinois
IDS Advisory Group Inc. Minnesota
IDS Aircraft Services Corporation Minnesota
IDS Cable Corporation Minnesota
IDS Cable II Corporation Minnesota
IDS Capital Holdings Inc. Minnesota
IDS Certificate Company Delaware<PAGE>
PAGE 62
Item 26. Persons Controlled by or Under Common Control with the
Depositor or Registrant (Continued)
Jurisdiction
Name of Subsidiary of Incorporation

IDS Deposit Corp. Utah
IDS Fund Management Limited U.K.
IDS Futures Corporation Minnesota
IDS Futures III 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 Mississippi Ltd. Mississippi
IDS Insurance Agency of New Mexico Inc. New Mexico
IDS Insurance Agency of North Carolina Inc. North Carolina
IDS Insurance Agency of Ohio Inc. Ohio
IDS Insurance Agency of Texas Inc. Texas
IDS Insurance Agency of Utah Inc. Utah
IDS Insurance Agency of Wyoming Inc. Wyoming
IDS International, Inc. Delaware
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

Item 27. Number of Contractowners

Not applicable.

Item 28. Indemnification

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
director, 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<PAGE>
PAGE 63
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:

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

(b) As to each director, officer or partner of the principal
underwriter:
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant
Ronald G. Abrahamson Vice President- None
IDS Tower 10 Service Quality and
Minneapolis, MN 55440 Reengineering

Douglas A. Alger Vice President-Total None
IDS Tower 10 Compensation
Minneapolis, MN 55440

Peter J. Anderson Senior Vice President- None
IDS Tower 10 Investments
Minneapolis, MN 55440

Ward D. Armstrong Vice President- None
IDS Tower 10 Sales and Marketing,
Minneapolis, MN 55440 IDS Institutional
Retirement Services

Joseph M. Barsky III Vice President-Senior None
IDS Tower 10 Portfolio Manager
Minneapolis, MN 55440

Robert C. Basten Vice President-Tax None
IDS Tower 10 and Business Services
Minneapolis, MN 55440

Timothy V. Bechtold Vice President-Risk None
IDS Tower 10 Management Products
Minneapolis, MN 55440<PAGE>
PAGE 64
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

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

Carl E. Beihl Vice President- None
IDS Tower 10 Strategic Technology
Minneapolis, MN 55440 Planning

Jack A. Benjamin Group Vice President- None
Suite 200 Greater Pennsylvania
3500 Market Street
Camp Hill, PA 17011

Alan F. Bignall Vice President- None
IDS Tower 10 Technology and
Minneapolis, MN 55440 Development

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

John C. Boeder Vice President- None
IDS Tower 10 Mature Market Group
Minneapolis, MN 55440

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

Bruce J. Bordelon Group Vice President- None
Galleria One Suite 1900 Gulf States
Galleria Blvd.
Metairie, LA 70001

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

Karl J. Breyer Senior Vice President- None
IDS Tower 10 Corporate Affairs and
Minneapolis, MN 55440 Special Counsel

Daniel J. Candura Vice President- None
IDS Tower 10 Marketing Support
Minneapolis, MN 55440
<PAGE>
PAGE 65
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

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

Orison Y. Chaffee III Vice President-Field None
IDS Tower 10 Real Estate
Minneapolis, MN 55440

James E. Choat Senior Vice President- None
IDS Tower 10 Field Management
Minneapolis, MN 55440

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

Roger C. Corea Group Vice President- None
290 Woodcliff Drive Upstate New York
Fairport, NY 14450

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

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

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

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

Alan R. Dakay Vice President- None
IDS Tower 10 Institutional Products
Minneapolis, MN 55440 Group

Regenia David Vice President- None
IDS Tower 10 Systems Services
Minneapolis, MN 55440

Scott M. DiGiammarino Group Vice President- None
Suite 500 Washington/Baltimore
8045 Leesburg Pike
Vienna, VA 22182<PAGE>
PAGE 66
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

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

William H. Dudley Director and Executive None
IDS Tower 10 Vice President-
Minneapolis MN 55440 Investment Operations

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

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

Mark A. Ernst Vice President- None
IDS Tower 10 Retail Services
Minneapolis, MN 55440

Joseph Evanovich Jr. Group Vice President- None
One Old Mill Nebraska/Iowa/Dakotas
101 South 108th Avenue
Omaha, NE 68154

Louise P. Evenson Group Vice President- None
Suite 200 San Francisco Bay Area
1333 N. California Blvd.
Walnut Creek, CA 94596

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

Douglas L. Forsberg Group Vice President- None
Suite 100 Portland/Eugene
7931 N. E. Halsey
Portland, OR 97213

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

Carl W. Gans Group Vice President- None
8500 Tower Suite 1770 Twin City Metro
8500 Normandale Lake Blvd.
Bloomington, MN 55437
<PAGE>
PAGE 67
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Robert G. Gilbert Vice President- None
IDS Tower 10 Real Estate
Minneapolis, MN 55440

John J. Golden Vice President- None
IDS Tower 10 Field Compensation
Minneapolis, MN 55440 Development

Morris Goodwin Jr. Vice President and Vice
IDS Tower 10 Corporate Treasurer President and
Minneapolis, MN 55440 Treasurer

Suzanne Graf Vice President- None
IDS Tower 10 Systems Services
Minneapolis, MN 55440

Bruce M. Guarino Group Vice President- None
Suite 1736 Hawaii
1585 Kapiolani Blvd.
Honolulu, HI 96814

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

Teresa A. Hanratty Group Vice President- None
Suites 6&7 Northern New England
169 South River Road
Bedford, NH 03110

John R. Hantz Group Vice President- None
Suite 107 Detroit Metro
17177 N. Laurel Park
Livonia, MI 48154

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

Lorraine R. Hart Vice President- Director and
IDS Tower 10 Insurance Investments Vice
Minneapolis, MN 55440 President,
Investments

Scott A. Hawkinson Vice President-Assured None
IDS Tower 10 Assets Product Development
Minneapolis, MN 55440 and Management

Brian M. Heath Group Vice President- None
Suite 150 North Texas
801 E. Campbell Road
Richardson, TX 75081<PAGE>
PAGE 68
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

James G. Hirsh Vice President and None
IDS Tower 10 Assistant General
Minneapolis, MN 55440 Counsel

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

Kevin P. Howe Vice President- None
IDS Tower 10 Government and
Minneapolis, MN 55440 Customer Relations and
Chief Compliance Officer

David R. Hubers Chairman, Chief None
IDS Tower 10 Executive Officer and
Minneapolis, MN 55440 President

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

James E. Kaarre Vice President- None
IDS Tower 10 Marketing Promotions
Minneapolis, MN 55440

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

G. Michael Kennedy Vice President-Investment None
IDS Tower 10 Services and Investment
Minneapolis, MN 55440 Research

Susan D. Kinder Senior Vice President- None
IDS Tower 10 Human Resources
Minneapolis, MN 55440

Richard W. Kling Senior Vice President- Chairman of
IDS Tower 10 Risk Management Products the Board
Minneapolis, MN 55440

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

Claire Kolmodin Vice President- None
IDS Tower 10 Service Quality
Minneapolis, MN 55440
<PAGE>
PAGE 69
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

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

Steven C. Kumagai Director and Senior None
IDS Tower 10 Vice President-Field
Minneapolis, MN 55440 Management and Business
Systems

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

Edward Labenski Jr. Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager

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

Lori J. Larson Vice President- None
IDS Tower 10 Variable Assets Product
Minneapolis, MN 55440 Development

Ryan R. Larson Vice President- None
IDS Tower 10 IPG Product Development
Minneapolis, MN 55440

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

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

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

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

Mary J. Malevich Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager
<PAGE>
PAGE 70
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

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

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

William J. McKinney Vice President- None
IDS Tower 10 Field Management
Minneapolis, MN 55440 Support

Thomas W. Medcalf Vice President- None
IDS Tower 10 Senior Portfolio Manager
Minneapolis, MN 55440

William C. Melton Vice President- None
IDS Tower 10 International Research
Minneapolis, MN 55440 and Chief International
Economist

Janis E. Miller Vice President- None
IDS Tower 10 Variable Assets
Minneapolis, MN 55440

James A. Mitchell Executive Vice President- None
IDS Tower 10 Marketing and Products
Minneapolis, MN 55440

John P. Moraites Group Vice President- None
Union Plaza Suite 900 Kansas/Oklahoma
3030 Northwest Expressway
Oklahoma City, OK 73112

Pamela J. Moret Vice President-Services None
IDS Tower 10
Minneapolis, MN 55440

Alan D. Morgenstern Group Vice President- None
Suite 200 Central California/
3500 Market Street Western Nevada
Camp Hill, NJ 17011

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

Mary Owens Neal Vice President- None
IDS Tower 10 Mature Market Segment
Minneapolis, MN 55440
<PAGE>
PAGE 71
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Robert J. Neis Vice President- None
IDS Tower 10 Technology Services
Minneapolis, MN 55440 Operations

Ronald E. Newton Group Vice President- None
319 Southbridge St. Rhode Island/Central
Auburn, MA 01501 Massachusetts

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

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

Carla P. Pavone Vice President- None
IDS Tower 10 Specialty Service Teams
Minneapolis, MN 55440 and Emerging Business

Susan B. Plimpton Vice President- None
IDS Tower 10 Segmentation Development
Minneapolis, MN 55440 and Support

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

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

James M. Punch Vice President- None
IDS Tower 10 Geographical Service
Minneapolis, MN 55440 Teams

Frederick C. Quirsfeld Vice President-Taxable None
IDS Tower 10 Mutual Fund Investments
Minneapolis, MN 55440

R. Daniel Richardson Group Vice President- None
Suite 800 Southern Texas
Arboretum Plaza One
9442 Capital of Texas Hwy N.
Austin, TX 78759
<PAGE>
PAGE 72
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

Roger B. Rogos Group Vice President- None
One Sarasota Tower Western Florida
Suite 700
Two N. Tamiami Trail
Sarasota, FL 34236

ReBecca K. Roloff Vice President-Private None
IDS Tower 10 Client Group
Minneapolis, MN 55440

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

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

Robert A. Rudell Vice President- None
IDS Tower 10 American Express
Minneapolis, MN 55440 Institutional Retirement
Services

John P. Ryan Vice President and None
IDS Tower 10 General Auditor
Minneapolis, MN 55440

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

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

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

Stuart A. Sedlacek Vice President- Director and
IDS Tower 10 Assured Assets President
Minneapolis, MN 55440

Donald K. Shanks Vice President- None
IDS Tower 10 Property Casualty
Minneapolis, MN 55440
<PAGE>
PAGE 73
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

F. Dale Simmons Vice President-Senior Vice
IDS Tower 10 Portfolio Manager, President,
Minneapolis, MN 55440 Insurance Investments Real Estate
Loan
Management

Judy P. Skoglund Vice President- None
IDS Tower 10 Human Resources and
Minneapolis, MN 55440 Organization Development

Julian W. Sloter Group Vice President- None
Ste 1700 Orlando FinCtr Orlando/Jacksonville
800 North Magnolia Ave.
Orlando, FL 32803

Ben C. Smith Vice President- None
IDS Tower 10 Workplace Marketing
Minneapolis, MN 55440

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

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

Bridget Sperl Vice President- None
IDS Tower 10 Human Resources
Minneapolis, MN 55440 Management Services

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

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

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

James J. Strauss Vice President- None
IDS Tower 10 Corporate Planning
Minneapolis, MN 55440 and Analysis
<PAGE>
PAGE 74
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

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

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

John R. Thomas Senior Vice President- None
IDS Tower 10 Information and
Minneapolis, MN 55440 Technology

Melinda S. Urion Senior Vice President Director and
IDS Tower 10 and Chief Financial Vice
Minneapolis, MN 55440 Officer President

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

Charles F. Wachendorfer Group Vice President- None
Suite 100 Denver/Salt Lake City/
Stanford Plaza II Albuquerque
7979 East Tufts Ave Pkwy
Denver, CO 80237

Wesley W. Wadman Vice President- None
IDS Tower 10 Senior Portfolio
Minneapolis, MN 55440 Manager

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

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

Lawrence J. Welte Vice President- None
IDS Tower 10 Investment Administration
Minneapolis, MN 55440

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

William N. Westhoff Senior Vice President and None
IDS Tower 10 Global Chief Investment
Minneapolis, MN 55440 Officer
<PAGE>
PAGE 75
Item 29(b). As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
Positions and
Name and Principal Position and Offices Offices with
Business Address with Underwriter Registrant

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

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

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

Michael R. Woodward Senior Vice President- None
32 Ellicott St Ste 100 Field Management
Batavia, NY 14020
<TABLE><CAPTION>
(c) Name of Net Underwriting
Principal Discounts and Compensation on Brokerage Other
Underwriter Commissions Redemption Commissions Compensation
<S> <C> <C> <C> <C>
American Express None None None None
Financial
Advisors Inc.

Item 30. Location of Accounts and Records

American Partners Life Insurance Company
80 South Eighth Street
Minneapolis, MN

Item 31. Management Services

Not Applicable

Item 32. Undertakings

(a)(b)&(c) These undertakings were filed with the Registrant's
Pre-Effective Amendment No. 1, File No. 33-57731.
<PAGE>
PAGE 76
SIGNATURES

As required by the Securities Act of 1933 and the Investment
Company Act of 1940, American Partners 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 25th day of April, 1996.

APL VARIABLE ANNUITY ACCOUNT 1
(Registrant)

By American Partners Life Insurance Company
(Sponsor)

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

As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the
capacities indicated on the 25th day of April, 1996.

Signature Title

/s/ Lorraine R. Hart* Director and Vice President
Lorraine R. Hart

/s/ Jay C. Hatelstad* Controller
Jay C. Hatelstad

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

/s/ Stuart A. Sedlacek Director and President
Stuart A. Sedlacek

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

/s/ Melinda S. Urion* Director and Vice President
Melinda S. Urion

*Signed pursuant to Power of Attorney, filed electronically
herewith.

______________________________
Mary Ellyn Minenko
<PAGE>
PAGE 77
CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 2
TO REGISTRATION STATEMENT NO. 33-57731

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

The Cover Page.

Cross-reference sheet.

Part A.

The prospectus.

Part B.

Statement of Additional Information.

Financial Statements.

Part C.

Other Information.

The signatures.

Exhibits.

</TABLE>

<PAGE>
PAGE 1
APL VARIABLE ANNUITY ACCOUNT 1
Registration Number 33-57731/812-9484

EXHIBIT INDEX

8.1 Participation Agreement among INVESCO Variable Investment
Funds, Inc., INVESCO Funds Group, Inc. and American Partners
Life Insurance Company, dated Oct. 31, 1995.

8.2 Fund Participation Agreement, dated Dec. 19, 1995 by and
among American Psrtners Life Insurance Company, TCI
Portfolios, Inc. and Investors Research Corporation.

8.3 Fund Participation Agreement, dated Jan. 23, 1996 between
JANUS ASPEN SERIES and American Partners Life Insurance
Company.

10. Consent of Independent Auditors.

11. Financial Statement Schedule and Report of Independent
Auditors.

14. Financial Data Schedules.

15. Power of Attorney to sign Amendments to this Registration
Statement dated March 22, 1996.

<PAGE>
PAGE 1
PARTICIPATION AGREEMENT

Among

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO FUNDS GROUP, INC.

and

AMERICAN PARTNERS LIFE INSURANCE COMPANY

THIS AGREEMENT, made and entered into this 31st day of
October 1995 by and among AMERICAN PARTNERS LIFE INSURANCE COMPANY,
(hereinafter the "Insurance Company"), an Arizona corporation, on
its own behalf and on behalf of each separate account of the
Insurance Company set forth on Schedule A hereto as may be amended
from time to time (each such account hereinafter referred to as the
"Account"), INVESCO VARIABLE INVESTMENT FUNDS, INC., a Maryland
corporation (the "Company") and INVESCO FUNDS GROUP, INC.
("INVESCO"), a Delaware corporation.

WHEREAS, the Company engages in business as an open-end
management investment company and is available to act as the
investment vehicle for separate accounts established for variable
annuity and life insurance contracts to be offered by insurance
companies which have entered into participation agreements
substantially identical to this Agreement ("Participating Insurance
Companies"); and

WHEREAS, the beneficial interest in the Company is divided into
several series of shares, each designated a "Fund" and representing
the interest in a particular managed portfolio of securities and
other assets; and

WHEREAS, the Company has obtained an order from the Securities
and Exchange Commission (the "Commission"), dated December 29, 1993
(File No. 812-8590), granting Participating Insurance Companies and
their separate accounts exemptions from the provisions of sections
9(a), 13(a), 15(a), and l5(b) of the Investment Company Act of
1940, as amended, (the "1940 Act") and Rules 6e2(b)(15) and 6e-
3(T)(b)(15) thereunder, to the extent necessary to permit shares of
the Company to be sold to and held by variable annuity and variable
life insurance separate accounts of life insurance companies that
may or may not be affiliated with one another (the "Mixed and
Shared Funding Exemptive Order"); and

WHEREAS, the Company is registered as an open-end management
investment company under the 1940 Act and its shares are registered
under the Securities Act of 1933, as amended (hereinafter the
"1933 Act"); and

<PAGE>
PAGE 2
WHEREAS, INVESCO is duly registered as an investment adviser
under the Investment Advisers Act of 1940 and any applicable state
securities law and as a broker dealer under the Securities Exchange
Act of 1934, as amended, (the "1934 Act"), and is a member in good
standing of the National Association of Securities Dealers, Inc.
(the "NASD"); and

WHEREAS, the Insurance Company has registered under the 1933
Act, or will register under the 1933 Act, certain variable annuity
contracts identified by the form number(s) listed on Schedule B to
this Agreement, as amended from time to time hereafter by mutual
written agreement of all the parties hereto (the "Contracts"); and

WHEREAS, each Account is a duly organized, validly existing
segregated asset account, established by resolution of the board of
directors of the Insurance Company on the date shown for that
Account on Schedule A hereto, to set aside and invest assets
attributable to the Contracts; and

WHEREAS, the Insurance Company has registered or will register
each Account as a unit investment trust under the 1940 Act; and

WHEREAS, to the extent permitted by applicable insurance laws
and regulations, the Insurance Company intends to purchase shares
in the Funds designated on Schedule C to this Agreement, as it may
be amended from time to time, on behalf of the Accounts to fund the
Contracts and INVESCO is authorized to sell such shares to unit
investment trusts such as the Account at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the
Insurance Company, the Company and INVESCO agree as follows:

ARTICLE I. Sale of Company Shares

1.1. INVESCO agrees to sell to the Insurance Company those
shares of the Company which each Account orders, executing such
orders on a daily basis at the net asset value next computed after
receipt by the Company or its designee of the order for the shares
of the Company. For purposes of this Section 1.1, the Insurance
Company shall be the designee of the Company for receipt of such
orders from the Accounts and receipt by such designee shall
constitute receipt by the Company; provided that the Company
receives notice of such order by 9:00 a.m., Mountain Time, on the
next following Business Day. "Business Day" shall mean any day on
which the New York Stock Exchange is open for trading and on which
the Company calculates its net asset value pursuant to the rules of
the Commission.

<PAGE>
PAGE 3
1.2. The Company agrees to make its shares available for
purchase at the applicable net asset value per share by the
Insurance Company and its Accounts on those days on which the
Company calculates its Funds' net asset values pursuant to rules of
the Commission and the Company shall use reasonable efforts to
calculate its Funds' net asset values on each day on which the New
York Stock Exchange is open for trading. Notwithstanding the
foregoing, the board of directors of the Company (hereinafter the
"Board") may refuse to sell shares of any Fund to any person, or
suspend or terminate the offering of shares of any Fund if such
action is required by law or by regulatory authorities having
jurisdiction or is, in the sole discretion of the Board acting in
good faith and in light of their fiduciary duties under federal and
any applicable state laws, necessary in the best interests of the
shareholders of that Fund.

1.3. The Company and INVESCO agree that shares of the Company
will be sold only to Participating Insurance Companies and their
separate accounts. No shares of any Fund will be sold to the
general public.

1.4. The Company and INVESCO will not sell Company shares to
any insurance company or separate account unless an agreement
containing provisions substantially the same as Sections 2.1, 3.4,
3.5 and Article VII of this Agreement is in effect to govern such
sales.

1.5. The Company agrees to redeem, on the Insurance Company's
request, any full or fractional shares of the Company held by the
Insurance Company, executing such requests on a daily basis at the
net asset value next computed after receipt by the Company or its
designee of the request for redemption. For purposes of this
Section 1.5, the Insurance Company shall be the designee of the
Company for receipt of requests for redemption from each Account
and receipt by that designee shall constitute receipt by the
Company; provided that the Company receives notice of the request
for redemption by 9:00 a.m., Mountain Time, on the next following
Business Day.

1.6. The Insurance Company agrees to purchase and redeem the
shares of each Fund offered by the then-current prospectus of the
Company in accordance with the provisions of that prospectus.

1.7. The Insurance Company shall pay for Company shares by 9:00
a.m., Mountain Time, on the next Business Day after an order to
purchase Company shares is made in accordance with the provisions
of Section 1.1 hereof. Payment shall be in federal funds
transmitted by wire. For the purpose of Sections 2.10 and 2.11,
upon receipt by the Company of the federal funds so wired, such
funds shall cease to be the responsibility of the Insurance Company
and shall become the <PAGE>
PAGE 4
responsibility of the Company. Payment of aggregate redemption
proceeds (aggregate redemptions of a Fund's shares by an Account)
for a given Business Day will be made by wiring federal funds to
the Insurance Company on the next Business Day after receipt of the
redemption request. Notwithstanding the foregoing, in the event
that one or more Funds has insufficient cash on hand to pay
aggregate redemptions on the next Business Day, and if such Fund
has determined to settle redemption transactions for all of its
shareholders on a delayed basis (more than one Business Day, but in
no event more than seven calendar days, after the date on which the
redemption order is received, unless otherwise permitted by an
order of the Commission under Section 22(e) of the 1940 Act), the
Company shall be permitted to delay sending redemption proceeds to
the Insurance Company by the same number of days that the Company
is delaying sending redemption proceeds to the other shareholders
of the Fund.

1.8. Issuance and transfer of the Company's shares will be by
book entry only. Stock certificates will not be issued to the
Insurance Company or any Account. Shares ordered from the Company
will be recorded in an appropriate title for each Account or the
appropriate subaccount of each Account.

1.9. The Company shall furnish same day notice (by wire or
telephone, followed by written confirmation) to the Insurance
Company of any income, dividends or capital gain distributions
payable on the Funds' shares. The Insurance Company hereby elects
to receive all income dividends and capital gain distributions
payable on a Fund's shares in additional shares of that Fund. The
Insurance Company reserves the right to revoke this election and to
receive all such income, dividends and capital gain distributions
in cash. The Company shall notify the Insurance Company of the
number of shares issued as payment of dividends and distributions.

1.10. The Company shall make the net asset value per share for
each Fund available to the Insurance Company on a daily basis as
soon as reasonably practical after the net asset value per share is
calculated and shall use its best efforts to make those per-share
net asset values available by 4:00 p.m., Mountain Time. If there
are dividends or capital gain distributions payable on the Funds'
Shares, the Company will use its best efforts to make the per share
net asset values and dividend or distribution amounts available by
5:00 p.m., Mountain Time, but in no event later than 6:00 p.m.,
Mountain Time. In the event adjustments are required to correct any
error in the computation of the net asset value of Fund shares made
by the Company or INVESCO, INVESCO shall notify the Insurance
Company as soon as possible after discovering the need for such
adjustments. The parties shall negotiate in good faith to develop a
reasonable method for effecting such adjustments.

<PAGE>
PAGE 5
ARTICLE II. Representations and Warranties

2.1. The Insurance Company represents and warrants that the
Contracts are, or will be, registered under the 1933 Act; that the
Contracts will be issued and sold in compliance in all material
respects with all applicable federal and state laws and that the
sale of the Contracts shall comply in all material respects with
applicable state insurance suitability requirements. The Insurance
Company further represents and warrants that it is an insurance
company duly organized and in good standing under applicable law
and that it has legally and validly established the Account prior
to any issuance or sale thereof as a segregated asset account under
A.R.S. Section 20-651 of the Arizona Insurance Laws and has
registered, or prior to any issuance or sale of the Contracts will
register, the Account as a unit investment trust in accordance with
the provisions of the 1940 Act to serve as a segregated investment
account for the Contracts.

2.2. The Company represents and warrants that Company shares
sold pursuant to this Agreement shall be registered under the 1933
Act, duly authorized for issuance and sale in compliance with the
laws of the State of Maryland and all applicable federal securities
laws and that the Company is and shall remain registered under the
1940 Act. The Company shall amend the registration statement for
its shares under the 1933 Act and the 1940 Act from time to time as
required in order to effect the continuous offering of its shares.
The Company shall register and qualify the shares for sale in
accordance with the laws of the various states only if and to the
extent deemed advisable by the Company or INVESCO.

2.3. The Company represents that it is currently qualified as a
Regulated Investment Company under Subchapter M of the Internal
Revenue Code of 1986, as amended, (the "Code") and that it will
make every effort to maintain that qualification (under Subchapter
M or any successor or similar provision) and that it will notify
the Insurance Company immediately upon having a reasonable basis
for believing that it has ceased to so qualify or that it might not
so qualify in the future.

2.4. The Insurance Company represents and warrants that the
Contracts are currently treated as annuity contracts under
applicable provisions of the Code and that it will make every
effort to maintain such treatment and that it will notify the
Company and INVESCO immediately upon having a reasonable basis for
believing that the Contracts have ceased to be so treated or that
they might not be so treated in the future.

<PAGE>
PAGE 6
2.5. The Company currently does not intend to make any payments
to finance distribution expenses pursuant to Rule 12b-1 under the
1940 Act or otherwise, although it may make such payments in the
future. To the extent that it decides to finance distribution
expenses pursuant to Rule 12b-1, the Company undertakes to have a
board of directors, a majority of whom are not interested persons
of the Company, formulate and approve any plan under Rule 12b-1 to
finance distribution expenses.

2.6. The Company makes no representation as to whether any
aspect of its operations (including, but not limited to, fees and
expenses and investment policies) complies with the insurance laws
or regulations of the various states.

2.7. INVESCO represents and warrants that it is a member in
good standing of the NASD and is registered as a broker-dealer with
the Commission. INVESCO further represents that it will sell and
distribute the Company shares in accordance with the laws of the
State of Minnesota and all applicable state and federal securities
laws, including without limitation the 1933 Act, the 1934 Act, and
the 1940 Act.

2.8. The Company represents that it is lawfully organized and
validly existing under the laws of the State of Maryland and that
it does and will comply in all material respects with the 1940 Act.

2.9. INVESCO represents and warrants that it is and shall
remain duly registered in all material respects under all
applicable federal and state securities laws and that it shall
perform its obligations for the Company in compliance in all
material respects with the laws of the State of Colorado and any
applicable state and federal securities laws.

2.10. The Company and INVESCO represent and warrant that all of
their officers, employees, investment advisers, investment sub-
advisers, and other individuals or entities dealing with the money
and/or securities of the Company are, and shall continue to be at
all times, covered by a blanket fidelity bond or similar coverage
for the benefit of the Company in an amount not less than the
minimum coverage required currently by Section 17g-(1) of the 1940
Act or related provisions as may be promulgated from time to time.
That fidelity bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.

2.11. The Insurance Company represents and warrants that all of
its officers, employees, investment advisers and other
individuals/entities dealing with the money and/or securities of
the Company are covered by a blanket fidelity bond or similar
coverage for the benefit of the Company, in <PAGE>
PAGE 7
an amount not less than $5 million. The aforesaid includes coverage
for larceny and embezzlement and is issued by a reputable bonding
company. The Insurance Company agrees to make all reasonable
efforts to see that this bond or another bond containing these
provisions is always in effect, and agrees to notify the Company
and INVESCO in the event that such coverage no longer applies. The
Insurance Company further represents and warrants that the
employees of Insurance Company, or such other persons designated by
Insurance Company, listed on Schedule D have been authorized by all
necessary action of Insurance Company to give directions,
instructions and certifications to the Company and INVESCO on
behalf of Insurance Company. The Company and INVESCO are authorized
to act and rely upon any directions, instructions and
certifications received from such persons unless and until they
have been notified in writing by the Insurance Company of a change
in such persons, and the Company and INVESCO shall incur no
liability in doing so.

2.12. The Insurance Company represents and warrants that it
will not purchase Company shares with Account assets derived from
tax-qualified retirement plans except indirectly, through Contracts
purchased in connection with such plans.

ARTICLE III. Prospectuses and Proxy Statements; Voting

3.1 INVESCO shall provide the Insurance Company (at INVESCO's
expense) with as many copies of the Company's current prospectus as
the Insurance Company may reasonably request for distribution, at
the Insurance Company's expense, to prospective Contract owners and
applicants. The Company will provide, at the Company's expense, as
many copies of said prospectus as necessary for distribution, at
the Company's expense, to existing Contract owners whose Contract
values are invested in the Company. INVESCO (or the Company) will
provide the copies of said prospectus to the Insurance Company or
to its mailing agent. The Insurance Company will distribute the
prospectus to existing Contract owners and will bill the Company
for the reasonable cost of such distribution. If requested by the
Insurance Company in lieu thereof, the Company shall provide such
documentation (including a final copy of the new prospectus as set
in type at the Company's expense) and other assistance as is
reasonably necessary in order for the Insurance Company once each
year (or more frequently if the prospectus for the Company is
amended) to have the Company's prospectus and the prospectuses of
other mutual funds in which assets attributable to the Contracts
may be invested printed together in one document, in which case the
Company or INVESCO will bear its reasonable share of expenses as
described above, allocated based on the proportionate number of
pages of the Company's and other funds' respective portions of the
document.

<PAGE>
PAGE 8
3.2. The Company's prospectus shall state that the Statement of
Additional Information for the Company (the "SAI") is available
from INVESCO (or in the Company's discretion, the Prospectus shall
state that the SAI is available from the Company), and INVESCO, at
its expense, shall print and provide the SAI free of charge to the
Insurance Company for distribution, at INVESCO's expense, to
prospective Contract owners and applicants. The Company will
provide, at the Company's expense, as many copies of said SAI as
necessary for distribution, at the Company's expense, to any
existing Contract owner whose Contract values are invested in the
Company who requests such SAI or whenever state or federal law
otherwise requires that such SAI be provided. INVESCO (or the
Company) will provide the copies of said SAI to the Insurance
Company or to its mailing agent. The Insurance Company will
distribute the SAI as requested or required and will bill the
Company or INVESCO for the reasonable cost of such distribution.

3.3. The Company, at its expense, shall provide the Insurance
Company or its mailing agent with copies of its proxy material,
reports to stockholders and other communications to stockholders
in such quantity as the Insurance Company shall reasonably require
for distributing to Contract owners. The Insurance Company will
distribute this proxy material, reports and other communications to
existing Contract owners and tabulate the votes and will bill the
Company for the reasonable cost of such distribution and
tabulation.

3.4. If and to the extent required by law, the Insurance
Company shall:

(i) solicit voting instructions from Contract
owners;

(ii) vote the Company shares in accordance with
instructions received from Contract owners; and

(iii) vote Company shares for which no instructions
have been received in the same proportion as
Company shares of such portfolio for which
instructions have been received:

so long as and to the extent that the Commission continues to
interpret the 1940 Act to require pass-through voting privileges
for variable contract owners. The Insurance Company reserves the
right to vote Company shares held in any segregated asset account
in its own right, to the extent permitted by law. Participating
Insurance Companies shall be responsible for assuring that each of
their separate accounts participating in the Company calculates
voting privileges in a manner consistent with the standards agreed
to by the parties, which standards will also be consistent <PAGE>
PAGE 9
with those of the other Participating Insurance Companies. The
Insurance Company shall fulfill its obligations under, and abide by
the terms and conditions of, the Mixed and Shared Funding Exemptive
Order.

3.5. The Company will comply with all provisions of the 1940
Act requiring voting by shareholders, and in particular the Company
will either provide for annual meetings (except insofar as the
Commission may interpret Section 16 of the 1940 Act not to require
such meetings) or, as the Company currently intends, comply with
Section 16(c) of the 1940 Act (although the Company is not one of
the trusts described in Section 16(c) of that Act) as well as with
Sections 16(a) and, if and when applicable, 16(b). Further, the
Company will act in accordance with the Commission's interpretation
of the requirements of Section 16(a) with respect to periodic
elections of directors and with whatever rules the Commission may
promulgate with respect thereto.

ARTICLE IV. Sales Material and Information

4.1. The Insurance Company shall furnish, or shall cause to be
furnished, to the Company or its designee, each piece of sales
literature or other promotional material in which the Company, a
sub-adviser of one of the Funds, or INVESCO is named, at least ten
calendar days prior to its use. No such material shall be used if
the Company or its designee objects to such use within five
calendar days after receipt of such material.

4.2. The Insurance Company shall not give any information or
make any representations or statements on behalf of the Company or
concerning the Company in connection with the sale of the Contracts
other than the information or representations contained in the
registration statement, prospectus or SAI for the Company's shares,
as such registration statement, prospectus or SAI may be amended or
supplemented from time to time, or in reports or proxy statements
for the Company, or in published reports for the Company which are
in the public domain and approved by the Company or INVESCO for
distribution, or in sales literature or other promotional material
approved by the Company or its designee or by INVESCO, except with
the permission of the Company or INVESCO. The Company and INVESCO
agree to respond to any request for approval on a reasonably prompt
and timely basis. Nothing in this Section 4.2 will be construed as
preventing the Insurance Company or its employees or agents from
giving advice on investment in the Company.

4.3. The Company, INVESCO, or its designee shall furnish, or
shall cause to be furnished, to the Insurance Company or its
designee, each piece of sales literature or other promotional
material in which the Insurance Company and/or its separate
account(s), is named at least ten <PAGE>
PAGE 10
calendar days prior to its use. No such material shall be used if
the Insurance Company or its designee object to such use within
five calendar days after receipt of that material.

4.4. The Company and INVESCO shall not give any information or
make any representations on behalf of the Insurance Company or
concerning the Insurance Company, the Account, or the Contracts
other than the information or representations contained in a
registration statement, prospectus or statement of additional
information for the Contracts, as that registration statement,
prospectus or statement of additional information may be amended or
supplemented from time to time, or in published reports for the
Account which are in the public domain and approved by the
Insurance Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Insurance
Company or its designee, except with the permission of the
Insurance Company. The Insurance Company agrees to respond to any
request for approval on a reasonably prompt and timely basis.

4.5. The Company will provide to the Insurance Company at least
one complete copy of each registration statement, prospectus, SAI,
report, proxy statement, piece of sales literature or other
promotional material, application for exemption, request for no-
action letter, and any amendment to any of the above, that relate
to the Company or its shares, contemporaneously with the filing of
the document with the Commission, the NASD, or other regulatory
authorities.

4.6. The Insurance Company will provide to the Company at least
one complete copy of each registration statement, prospectus,
statement of additional information, report, solicitation for
voting instructions, piece of sales literature and other
promotional material, application for exemption, request for no
action letter, and any amendment to any of the above, that relates
to the Contracts or the Account, contemporaneously with the filing
of the document with the Commission, the NASD, or other regulatory
authorities.

4.7. For purposes of this Agreement, the phrase "sales
literature or other promotional material" includes, but is not
limited to, advertisements, newspaper, magazine, or other
periodical, radio, television, telephone or tape recording,
videotape display, signs or billboards, motion pictures, or other
public media (e.g., on-line networks such as the Internet or other
electronic messages), sales literature (i.e., any written
communication distributed or made generally available to customers
or the public, including brochures, circulars, research reports,
market letters, form letters, seminar texts, reprints or excerpts
of any other advertisement, sales literature, or published <PAGE>
PAGE 11
article), educational or training materials or other communications
distributed or made generally available to some or all agents or
employees, and registration statements, prospectuses, statements of
additional information, shareholder reports, and proxy materials.

4.8. At the request of any party to this Agreement, each other
party will make available to the other party's independent auditors
and/or representative of the appropriate regulatory agencies, all
records, data and access to operating procedures that may be
reasonably requested. Company agrees that Insurance Company shall
have the right to inspect, audit and copy all records pertaining to
the performance of services under this Agreement pursuant to the
requirements of the California Insurance Department. However,
Company and INVESCO shall own and control all of their respective
records pertaining to their performance of the services under this
Agreement.

4.9. The Company and INVESCO hereby consent to the Insurance
Company's use of the names INVESCO and INVESCO VIF-Industrial
Income Portfolio in connection with marketing the Contracts,
subject to Sections 4.1 and 4.2 of this Agreement. Such consent
will terminate with the termination of this Agreement.

ARTICLE V. Fees and Expenses

5.1. The Company and INVESCO shall pay no fee or other
compensation to the Insurance Company under this Agreement, except
that if the Company or any Fund adopts and implements a plan
pursuant to Rule 12b-1 to finance distribution expenses, then
INVESCO may make payments to the Insurance Company if and in
amounts agreed to by INVESCO in writing, subject to review by the
board of directors of the Company. No such payments shall be made
directly by the Company.

5.2. All expenses incident to performance by the Company under
this Agreement shall be paid by the Company. The Company shall see
to it that all its shares are registered and authorized for
issuance in accordance with applicable federal law and, if and to
the extent deemed advisable by the Company or INVESCO, in
accordance with applicable state laws prior to their sale. The
Company shall bear the expenses for the cost of registration and
qualification of the Company's shares, preparation and filing of
the Company's prospectus, SAI and registration statement, proxy
materials and reports, setting the prospectus in type, setting in
type and printing the proxy materials and reports to shareholders
(including the costs of printing a prospectus that constitutes an
annual report), the preparation of all statements and notices
required by any federal or state law, all taxes on the issuance or
transfer of the Company's shares and other typesetting, printing
and distribution expenses set forth in Article III of this
Agreement.
<PAGE>
PAGE 12
5.3. The Insurance Company shall bear the expenses of printing
and distributing to Contract owners the Contract prospectuses.

ARTICLE VI. Diversification

6.1. The Company will, at the end of each calendar quarter,
comply with Section 817(h) of the Code and Treasury Regulation
1.817-5 relating to the diversification requirements for variable
annuity, endowment, modified endowment or life insurance contracts
and any amendments or other modifications to that Section or
Regulation. In the event of a breach of this Article VI by the
Company, it will take all reasonable steps to: (i) notify the
Insurance Company of such breach; and (ii) adequately diversify the
Company so as to achieve compliance within the grace period
afforded by Treasury Regulation 1.817-5.

ARTICLE VII. Potential Conflicts

7.1. The Board will monitor the Company for the existence of
any material irreconcilable conflict between the interests of the
variable contract owners of all separate accounts investing in the
Company. An irreconcilable material conflict may arise for a
variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state
insurance, tax, or securities laws or regulations, or a public
ruling, private letter ruling, no-action or interpretive letter, or
any similar action by insurance, tax, or securities regulatory
authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of any
Fund are being managed; (e) a difference in voting instructions
given by variable annuity contract and variable life insurance
contract owners; or (f) a decision by a Participating Insurance
Company to disregard the voting instructions of variable contract
owners. The Board shall promptly inform the Insurance Company if it
determines that an irreconcilable material conflict exists and the
implications thereof. The Board shall have sole authority to
determine whether an irreconcilable material conflict exists and
such determination shall be binding upon the Insurance Company.

7.2 The Insurance Company will report promptly any potential or
existing conflicts of which it is aware to the Board. The Insurance
Company will assist the Board in carrying out its responsibilities
under the Mixed and Shared Funding Exemptive Order, by providing
the Board with all information reasonably necessary for the Board
to consider any issues raised. This includes, but is not limited
to, an obligation by the Insurance Company to inform the Board
whenever Contract owner voting instructions are to be disregarded.
Such responsibilities shall be carried out by Insurance Company
with a view only to the interests of the Contract owners.<PAGE>
PAGE 13
7.3. If it is determined by a majority of the Board, or a
majority of its directors who are not interested persons of the
Company, INVESCO, or any sub-adviser to any of the Funds (the
"Independent Directors"), that a material irreconcilable conflict
exists, the Insurance Company and/or other Participating Insurance
Companies shall, at their expense and to the extent reasonably
practicable (as determined by a majority of the Independent
Directors), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and
including: (1), withdrawing the assets allocable to some or all of
the separate accounts from the Company or any Fund and reinvesting
those assets in a different investment medium, including (but not
limited to) another Fund of the Company, or submitting the question
whether such segregation should be implemented to a vote of all
affected variable contract owners and, as appropriate, segregating
the assets of any appropriate group (e.g., annuity contract owners,
life insurance contract owners, or variable contract owners of one
or more Participating Insurance Companies) that votes in favor of
such segregation, or offering to the affected variable contract
owners the option of making such a change; and (2), establishing a
new registered management investment company or managed separate
account and obtaining approval thereof by the Commission.

7.4. If a material irreconcilable conflict arises because of a
decision by the Insurance Company to disregard Contract owner
voting instructions and that decision represents a minority
position or would preclude a majority vote, the Insurance Company
may be required, at the Company's election, to withdraw the
affected Account's investment in the Company and terminate this
Agreement with respect to that Account; provided, however that such
withdrawal and termination shall be limited to the extent required
by the foregoing material irreconcilable conflict as determined by
a majority of the Independent Directors. No charge or penalty will
be imposed as a result of such withdrawal. Any such withdrawal and
termination must take place within six (6) months after the Company
gives written notice that this provision is being implemented, and
until the end of that six month period INVESCO and the Company
shall continue to accept and implement orders by the Insurance
Company for the purchase (and redemption) of shares of the Company.

7.5. If a material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to the
Insurance Company conflicts with the majority of other state
regulators, then the Insurance Company will withdraw the affected
Account's investment in the Company and terminate this Agreement
with respect to that Account within six months after the Board
informs the Insurance Company in writing that it has determined
that the state insurance regulator's decision has created an <PAGE>
PAGE 14
irreconcilable material conflict; provided, however, that such
withdrawal and termination shall be limited to the extent required
by the foregoing material irreconcilable conflict as determined by
a majority of the Independent Directors. No charge or penalty will
be imposed as a result of such withdrawal. Until the end of the
foregoing six month period, INVESCO and the Company shall continue
to accept and implement orders by the Insurance Company for the
purchase (and redemption) of shares of the Company.

7.6. For purposes of Sections 7.3 through 7.6 of this
Agreement, a majority of the Independent Directors shall determine
whether any proposed action adequately remedies any irreconcilable
material conflict, but in no event will the Company be required to
establish a new funding medium for the Contracts. The Insurance
Company shall not be required by Section 7.3 to establish a new
funding medium for the Contracts if an offer to do so has been
declined by vote of a majority of Contract owners materially
adversely affected by the irreconcilable material conflict. In the
event that the Board determines that any proposed action does not
adequately remedy any irreconcilable material conflict, then the
Insurance Company will withdraw the Account's investment in the
Company and terminate this Agreement within six (6) months after
the Board informs the Insurance Company in writing of the foregoing
determination, provided, however, that the withdrawal and
termination shall be limited to the extent required by the material
irreconcilable conflict, as determined by a majority of the
Independent Directors.

7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are
amended, or Rule 6e-3 is adopted, to provide exemptive relief from
any provision of the Act or the rules promulgated thereunder with
respect to mixed or shared funding (as defined in the Mixed and
Shared Funding Exemptive Order) on terms and conditions materially
different from those contained in the Mixed and Shared Funding
Exemptive Order, then (a) the Company and/or the Participating
Insurance Companies, as appropriate, shall take such steps as may
be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and
Rule 6e-3, as adopted, to the extent those rules are applicable;
and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this
Agreement shall continue in effect only to the extent that terms
and conditions substantially identical to those Sections are
contained in the Rule(s) as so amended or adopted.

ARTICLE VIII. Indemnification

8.1. Indemnification By The Insurance Company

8.1(a). The Insurance Company agrees to indemnify and hold
harmless the Company and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act and any
director, officer, employee or agent of the <PAGE>
PAGE 15
foregoing (collectively, the "Indemnified Parties" for purposes of
this Section 8.1) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Insurance Company) or litigation (including
reasonable legal and other expenses), to which the Indemnified
Parties may become subject under any statute, regulation, at common
law or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of the Company's
shares or the Contracts and:

(i) arise out of or are based upon any untrue
statements or alleged untrue statements of any
material fact contained in the registration
statement, prospectus or statement of additional
information for the Contracts or contained in the
Contracts or sales literature for the Contracts (or
any amendment or supplement to any of the
foregoing), or arise out of or are based upon the
omission or the alleged omission to state therein a
material fact required to be stated therein or
necessary to make the statements therein not
misleading, provided that this agreement to
indemnify shall not apply as to any Indemnified
Party if such statement or omission or such alleged
statement or omission was made in reliance upon and
in conformity with information furnished in writing
to the Insurance Company by or on behalf of the
Company for use in the registration statement,
prospectus or statement of additional information
for the Contracts or in the Contracts or sales
literature (or any amendment or supplement) or
otherwise for use in connection with the sale of
the Contracts or shares of the Company;

(ii) arise out of or as a result of statements or
representations (other than statements or
representations contained in the registration
statement, prospectus, SAI or sales literature of
the Company (or any amendment or supplement) not
supplied by the Insurance Company, or persons under
its control) or wrongful conduct of the Insurance
Company or persons under its control, with respect
to the sale or distribution of the Contracts or
Company Shares; or

(iii) arise out of any untrue statement or alleged
untrue statement of a material fact contained in a
registration statement, prospectus, SAI or sales
literature of the Company or any amendment thereof
or supplement thereto or the omission or alleged
omission to state therein a material fact required
to be stated therein or necessary to make the
statements therein not misleading if such a
<PAGE>
PAGE 16
statement or omission was made in reliance upon
information furnished in writing to the Company by
or on behalf of the Insurance Company: or

(iv) arise as a result of any failure by the Insurance
Company to provide the services and furnish the
materials under the terms of this Agreement; or

(v) arise out of or result from any material breach of
any representation and/or warranty made by the
Insurance Company in this Agreement or arise out of
or result from any other material breach of this
Agreement by the Insurance Company,

as limited by and in accordance with the provisions of Sections
8.1(b) and 8.1(c) hereof.

8.1(b). The Insurance Company shall not be liable under this
indemnification provision with respect to any losses, claims,
damages, liabilities or litigation incurred or assessed against an
Indemnified Party that may arise from that Indemnified Party's
willful misfeasance, bad faith, or gross negligence in the
performance of that Indemnified Party's duties or by reason of that
Indemnified Party's reckless disregard of obligations or duties
under this Agreement or to the Company, whichever is applicable.

8.1(c). The Insurance Company shall not be liable under this
indemnification provision with respect to any claim made against an
Indemnified Party unless that Indemnified Party shall have notified
the Insurance Company in writing within a reasonable time after the
summons or other first legal process giving information of the
nature of the claim shall have been served upon that Indemnified
Party (or after the Indemnified Party shall have received notice of
such service on any designated agent). Notwithstanding the
foregoing, the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Insurance Company of its
obligations hereunder except to the extent that the Insurance
Company has been prejudiced by such failure to give notice. In
addition, any failure by the Indemnified Party to notify the
Insurance Company of any such claim shall not relieve the Insurance
Company from any liability which it may have to the Indemnified
Party against whom the action is brought otherwise than on account
of this indemnification provision. In case any such action is
brought against the Indemnified Parties, the Insurance Company
shall be entitled to participate, at its own expense, in the
defense of the action. The Insurance Company also shall be entitled
to assume the defense thereof, with counsel satisfactory to the
party named in the action; provided, however, that if the
Indemnified Party shall have reasonably concluded that there may be
defenses available to it which are different from or additional to
those available <PAGE>
PAGE 17
to the Insurance Company, the Insurance Company shall not have the
right to assume said defense, but shall pay the costs and expenses
thereof (except that in no event shall the Insurance Company be
liable for the fees and expenses of more than one counsel for
Indemnified Parties in connection with any one action or separate
but similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances). After notice
from the Insurance Company to the Indemnified Party of the
Insurance Company's election to assume the defense thereof, and in
the absence of such a reasonable conclusion that there may be
different or additional defenses available to the Indemnified
Party, the Indemnified Party shall bear the fees and expenses of
any additional counsel retained by it, and the Insurance Company
will not be liable to that party under this Agreement for any legal
or other expenses subsequently incurred by the party independently
in connection with the defense thereof other than reasonable costs
of investigation.

8.1(d). The Indemnified Parties will promptly notify the
Insurance Company of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of
the Company's shares or the Contracts or the operation of the
Company.

8.2. Indemnification by INVESCO

8.2(a). INVESCO agrees to indemnify and hold harmless the
Insurance Company and each person, if any, who controls the
Insurance Company within the meaning of Section 15 of the 1933 Act
and any director, officer, employee or agent of the foregoing
(collectively, the "Indemnified Parties" for purposes of this
Section 8.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of INVESCO) or litigation (including reasonable legal and
other expenses) to which the Indemnified Parties may become subject
under any statute, at common law or otherwise, insofar as such
losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the sale or
acquisition of the Company's shares or the Contracts and:

(i) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact
contained in the registration statement,
prospectus, SAI or sales literature of the Company
(or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the
omission or the alleged omission to state therein a
material fact required to be stated therein or
necessary to make the statements therein not
misleading, provided that this agreement to
indemnify shall not apply as to any Indemnified
Party if the statement or omission or alleged
<PAGE>
PAGE 18
statement or omission was made in reliance upon and
in conformity with information furnished in writing
to INVESCO or the Company by or on behalf of the
Insurance Company for use in the registration
statement, prospectus or SAI for the Company or in
sales literature (or any amendment or supplement)
or otherwise for use in connection with the sale of
the Contracts or Company shares: or

(ii) arise out of or as a result of statements or
representations (other than statements or
representations contained in the registration
statement, prospectus, statement of additional
information or sales literature for the Contracts
(or any amendment or supplement) not supplied by
INVESCO or persons under its control) or wrongful
conduct of the Company, INVESCO or persons under
their control, with respect to the sale or
distribution of the Contracts or shares of the
Company; or

(iii) arise out of any untrue statement or alleged
untrue statement of a material fact contained in a
registration statement, prospectus, statement of
additional information or sales literature covering
the Contracts, or any amendment thereof or
supplement thereto, or the omission or alleged
omission to state therein a material fact required
to be stated therein or necessary to make the
statement or statements therein not misleading, if
such statement or omission was made in reliance
upon information furnished in writing to the
Insurance Company by or on behalf of the Company;
or

(iv) arise as a result of any failure by the Company to
provide the services and furnish the materials
under the terms of this Agreement (including a
failure, whether unintentional or in good faith or
otherwise, to comply with the diversification
requirements specified in Article VI of this
Agreement); or

(v) arise out of or result from any material breach of
any representation and/or warranty made by INVESCO
in this Agreement or arise out of or result from
any other material breach of this Agreement by
INVESCO; as limited by and in accordance with the
provisions of Sections 8.2(b) and 8.2(c) hereof.

8.2(b) INVESCO shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities
or litigation incurred or assessed against an Indemnified Party
that may arise from the Indemnified Party's willful misfeasance,
bad faith, or <PAGE>
PAGE 19
gross negligence in the performance of the Indemnified Party's
duties or by reason of the Indemnified Party's reckless disregard
of obligations and duties under this Agreement or to the Insurance
Company or the Account, whichever is applicable.

8.2(c) INVESCO shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified
Party unless the Indemnified Party shall have notified INVESCO in
writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall
have been served upon the Indemnified Party (or after the
Indemnified Party shall have received notice of such service on any
designated agent). Notwithstanding the foregoing, the failure of
any Indemnified Party to give notice as provided herein shall not
relieve INVESCO of its obligations hereunder except to the extent
that INVESCO has been prejudiced by such failure to give notice. In
addition, any failure by the Indemnified Party to notify INVESCO of
any such claim shall not relieve INVESCO from any liability which
it may have to the Indemnified Party against whom such action is
brought otherwise than on account of this indemnification
provision. In case any such action is brought against the
Indemnified Parties, INVESCO will be entitled to participate, at
its own expense, in the defense thereof. INVESCO also shall be
entitled to assume the defense thereof, with counsel satisfactory
to the party named in the action; provided, however, that if the
Indemnified Party shall have reasonably concluded that there may be
defenses available to it which are different from or additional to
those available to INVESCO, INVESCO shall not have the right to
assume said defense, but shall pay the costs and expenses thereof
(except that in no event shall INVESCO be liable for the fees and
expenses of more than one counsel for Indemnified Parties in
connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general
allegations or circumstances). After notice from INVESCO to the
Indemnified Party of INVESCO's election to assume the defense
thereof, and in the absence of such a reasonable conclusion that
there may be different or additional defenses available to the
Indemnified Party, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and INVESCO will
not be liable to that party under this Agreement for any legal or
other expenses subsequently incurred by that party independently in
connection with the defense thereof other than reasonable costs of
investigation.

8.2(d) The Insurance Company agrees to notify INVESCO promptly
of the commencement of any litigation or proceedings against it or
any of its officers or directors in connection with the issuance or
sale of the Contracts or the operation of the Account.

<PAGE>
PAGE 20
8.3 Indemnification By the Company

8.3(a). The Company agrees to indemnify and hold harmless the
Insurance Company, and each person, if any, who controls the
Insurance Company within the meaning of Section 15 of the 1933 Act
and any director, officer, employee or agent of the foregoing
(collectively, the "Indemnified Parties" for purposes of this
Section 8.3) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Company) or litigation (including reasonable legal
and other expenses) to which the Indemnified Parties may become
subject under any statute, at common law or otherwise, insofar as
those losses, claims, damages, liabilities or expenses (or actions
in respect thereof) or settlements result from the gross
negligence, bad faith or willful misconduct of the Board or any
member thereof, are related to the operations of the Company and:

(i) arise as a result of any failure by the Company to
provide the services and furnish the materials
under the terms of this Agreement (including a
failure to comply with the diversification
requirements specified in Article VI of this
Agreement); or

(ii) arise out of or result from any material breach of
any representation and/or warranty made by the
Company in this Agreement or arise out of or result
from any other material breach of this Agreement by
the Company;

as limited by, and in accordance with the provisions of, Sections
8.3(b) and 8.3(c) hereof.

8.3(b). The Company shall not be liable under this
indemnification provision with respect to any losses, claims,
damages, liabilities or litigation incurred or assessed against an
Indemnified Party that may arise from the Indemnified Party's
willful misfeasance, bad faith, or gross negligence in the
performance of the Indemnified Party's duties or by reason of the
Indemnified Party's reckless disregard of obligations and duties
under this Agreement or to the Insurance Company, the Company,
INVESCO or the Account, whichever is applicable.

8.3(c). The Company shall not be liable under this
indemnification provision with respect to any claim made against an
Indemnified Party unless the Indemnified Party shall have notified
the Company in writing within a reasonable time after the summons
or other first legal process giving information of the nature of
the claim shall have been served upon the Indemnified Party (or
after the Indemnified Party shall have received notice of such
service on any designated agent). Notwithstanding the foregoing,
the <PAGE>
PAGE 21
failure of any Indemnified Party to give notice as provided herein
shall not relieve the Company of its obligations hereunder except
to the extent that the Company has been prejudiced by such failure
to give notice. In addition, any failure by the Indemnified Party
to notify the Company of any such claim shall not relieve the
Company from any liability which it may have to the Indemnified
Party against whom such action is brought otherwise than on account
of this indemnification provision. In case any such action is
brought against the Indemnified Parties, the Company will be
entitled to participate, at its own expense, in the defense
thereof. The Company also shall be entitled to assume the defense
thereof, with counsel satisfactory to the party named in the
action; provided, however, that if the Indemnified Party shall have
reasonably concluded that there may be defenses available to it
which are different from or additional to those available to the
Company, the Company shall not have the right to assume said
defense, but shall pay the costs and expenses thereof (except that
in no event shall the Company be liable for the fees and expenses
of more than one counsel for Indemnified Parties in connection with
any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or
circumstances). After notice from the Company to the Indemnified
Party of the Company's election to assume the defense thereof, and
in the absence of such a reasonable conclusion that there may be
different or additional defenses available to the Indemnified
Party, the Indemnified Party shall bear the fees and expenses of
any additional counsel retained by it, and the Company will not be
liable to that party under this Agreement for any legal or other
expenses subsequently incurred by that party independently in
connection with the defense thereof other than reasonable costs of
investigation.

8.3(d). The Insurance Company and INVESCO agree promptly to
notify the Company of the commencement of any litigation or
proceedings against it or any of its respective officers or
directors in connection with this Agreement, the issuance or sale
of the Contracts, the operation of the Account, or the sale or
acquisition of shares of the Company.

8.4. A successor by law of the parties to this Agreement shall
be entitled to the benefits of indemnification contained in this
Article VIII. The indemnification provisions contained in this
Article VIII shall survive any termination of this Agreement.

ARTICLE IX. Applicable Law

9.1. This Agreement shall be construed and provisions hereof
interpreted under and in accordance with the laws of the State of
Colorado.

<PAGE>
PAGE 22
9.2. This Agreement shall be subject to the provisions of the
1933, 1934, and 1940 acts, and the rules and regulations and
rulings thereunder, including any exemptions from those statutes,
rules and regulations the Commission may grant (including, but not
limited to, the Mixed and Shared Funding Exemptive Order) and the
terms hereof shall be interpreted and construed in accordance
therewith.

ARTICLE X. Termination

10.1. This Agreement shall terminate:

(a) at the option of any party upon one year advance
written notice to the other parties; provided,
however such notice shall not be given earlier
than one year following the date of this
Agreement; or

(b) at the option of the Insurance Company to the
extent that shares of Funds are not reasonably
available to meet the requirements of the
Contracts as determined by the Insurance Company,
provided however, that such a termination shall
apply only to the Fund(s) not reasonably
available. Prompt written notice of the election
to terminate for such cause shall be furnished by
the Insurance Company; or

(c) at the option of the Company in the event that
formal administrative proceedings are instituted
against the Insurance Company by the NASD, the
Commission, an insurance commissioner or any
other regulatory body regarding the Insurance
Company's duties under this Agreement or related
to the sale of the Contracts, the operation of
any Account, or the purchase of the Company's
shares, provided, however, that the Company
determines in its sole judgment exercised in good
faith, that any such administrative proceedings
will have a material adverse effect upon the
ability of the Insurance Company to perform its
obligations under this Agreement; or

(d) at the option of the Insurance Company in the
event that proceedings are instituted against the
Company or INVESCO by the NASD, the Commission,
or any state securities or insurance department
or any other regulatory body, provided, however,
that the Insurance Company determines in its sole
judgment exercised in good faith, that any such
administrative proceedings will have a material
adverse effect upon the ability of the Company or
INVESCO to perform its obligations under this
Agreement; or

<PAGE>
PAGE 23
(e) with respect to any Account, upon requisite vote
of the Contract owners having an interest in that
Account (or any subaccount) to substitute the
shares of another investment company for the
corresponding Fund shares in accordance with the
terms of the Contracts for which those Fund
shares had been selected to serve as the
underlying investment media. The Insurance
Company will give at least 30 days' prior written
notice to the Company of the date of any proposed
vote to replace the Company's shares; or

(f) at the option of the Insurance Company, in the
event any of the Company's shares are not
registered, issued or sold in accordance with
applicable state and/or federal law or exemptions
therefrom, or such law precludes the use of those
shares as the underlying investment media of the
Contracts issued or to be issued by the Insurance
Company; or

(g) at the option of the Insurance Company, if the
Company ceases to qualify as a regulated
investment company under Subchapter M of the Code
or under any successor or similar provision, or
if the Insurance Company reasonably believes that
the Company may fail to so qualify; or

(h) at the option of the Insurance Company, if the
Company fails to meet the diversification
requirements specified in Article VI hereof; or

(i) at the option of either the Company or INVESCO,
if (1) the Company or INVESCO, respectively,
shall determine, in their sole judgment
reasonably exercised in good faith, that the
Insurance Company has suffered a material adverse
change in its business or financial condition or
is the subject of material adverse publicity and
that material adverse change or material adverse
publicity will have a material adverse impact
upon the business and operations of either the
Company or INVESCO, (2) the Company or INVESCO
shall notify the Insurance Company in writing of
that determination and its intent to terminate
this Agreement, and (3) after considering the
actions taken by the Insurance Company and any
other changes in circumstances since the giving
of such a notice, the determination of the
Company or INVESCO shall continue to apply on the
sixtieth (60th) day following the giving of that
notice, which sixtieth day shall be the effective
date of termination; or

<PAGE>
PAGE 24
(j) at the option of the Insurance Company, if (1)
the Insurance Company shall determine, in its
sole judgment reasonably exercised in good faith,
that either the Company or INVESCO has suffered a
material adverse change in its business or
financial condition or is the subject of material
adverse publicity and that material adverse
change or material adverse publicity will have a
material adverse impact upon the business and
operations of the Insurance Company, (2) the
Insurance Company shall notify the Company and
INVESCO in writing of the determination and its
intent to terminate the Agreement, and (3) after
considering the actions taken by the Company
and/or INVESCO and any other changes in
circumstances since the giving of such a notice,
the determination shall continue to apply on the
sixtieth (60th) day following the giving of the
notice, which sixtieth day shall be the effective
date of termination; or

(k) at the option of any party to this Agreement upon
another party's material breach of any provision
of this Agreement.

10.2. It is understood and agreed that the right of any party
hereto to terminate this Agreement pursuant to Section 10.1(a) may
be exercised for any reason or for no reason.

10.3 Notice Requirement. No termination of this Agreement shall
be effective unless and until the party terminating this Agreement
gives prior written notice to all other parties to this Agreement
of its intent to terminate, which notice shall set forth the basis
for the termination. Furthermore,

(a) in the event that any termination is based upon
the provisions of Article VII, or the provisions
of Section 10.1(a), 10.1(i), or 10.1(j) of this
Agreement, the prior written notice shall be
given in advance of the effective date of
termination as required by those provisions; and

(b) in the event that any termination is based upon
the provisions of Section 10.1(c) or 10.1(d) of
this Agreement, the prior written notice shall be
given at least ninety (90) days before the
effective date of termination.

10.4. Effect of Termination. Notwithstanding any termination of
this Agreement, the Company and INVESCO shall at the option of the
Insurance Company, continue to make available additional shares of
the Company pursuant to the terms and conditions of this Agreement,
for all Contracts in <PAGE>
PAGE 25
effect on the effective date of termination of this Agreement
("Existing Contracts"). Specifically, without limitation, the
owners of the Existing Contracts shall be permitted to reallocate
investments in the Company, redeem investments in the Company
and/or invest in the Company upon the making of additional purchase
payments under the Existing Contracts. The parties agree that this
Section 10.4 shall not apply to any terminations under Article VII
and the effect of Article VII terminations shall be governed by
Article VII of this Agreement. In addition, with respect to
Existing Contracts, all provisions of this Agreement will survive
and not be affected by any termination of this Agreement.

ARTICLE XI. Notices

Any notice shall be sufficiently given when sent by registered
or certified mail to the other party at the address of that other
party set forth below or at such other address as the other party
may from time to time specify in writing.

If to the Company:
P.O. Box 173706
Denver, Colorado 80217-3706
Attention: General Counsel

If to the Insurance Company:
American Partners Life Insurance Company
c/o American Express Financial Advisors Inc.
IDS Tower 10
Minneapolis, MN 55440
Attention: Jim Mortensen
Manager - Product Development

with a simultaneous copy to:
American Partners Life Insurance Company
c/o American Express Financial Advisors Inc.
IDS Tower 10
Minneapolis, MN 55440
Attention: Mary Ellyn Minenko
Counsel

If to INVESCO:
P.O. Box 173706
Denver, Colorado 80217-3706
Attention: General Counsel

ARTICLE XII. Miscellaneous

12.1. The Company and INVESCO acknowledge that the identities
of the customers of the Insurance Company or any of its affiliates
(collectively, the "Insurance Company Protected Parties" for
purposes of this Section 12.1), <PAGE>
PAGE 26
information maintained regarding those customers, and all computer
programs and procedures or other information developed or used by
the Insurance Company Protected Parties or any of their employees
or agents in connection with the Insurance Company's performance of
its duties under this Agreement are the valuable property of the
Insurance Company Protected Parties. The Company and INVESCO agree
that if they come into possession of any list or compilation of the
identities of or other information about the Insurance Company
Protected Parties' customers, or any other information or property
of the Insurance Company Protected Parties, other than such
information as may be independently developed or compiled by the
Company or INVESCO from information supplied to them by the
Insurance Company Protected Parties' customers who also maintain
accounts directly with the Company, INVESCO or other mutual funds
advised by INVESCO, the Company and INVESCO shall hold such
information or property in confidence and refrain from using,
disclosing or distributing any of such information or other
property except: (i) with the Insurance Company's prior written
consent; or (ii) as required by law or judicial process. The
Insurance Company acknowledges that all computer programs,
procedures and other information developed or used by the Company
or INVESCO (collectively, the "INVESCO Protected Parties" for
purposes of this Section 12.1) or any of their employees or agents
in connection with the Company's or INVESCO's performance of their
respective duties under this Agreement are the valuable property of
the INVESCO Protected Parties. The Insurance Company agrees that if
it comes into possession of any information or property of the
INVESCO Protected Parties, other than such information as may be
independently developed or compiled by the Insurance Company, the
Insurance Company shall hold such information or property in
confidence and refrain from using, disclosing or distributing any
of such information or other property except: (i) with the prior
written consent of INVESCO and the Company; or (ii) as required by
law or judicial process. Each party acknowledges that any breach of
the agreements in this Section 12.1 would result in immediate and
irreparable harm to the other parties for which there would be no
adequate remedy at law and agree that in the event of such a
breach, the other parties shall be entitled to equitable relief by
way of temporary and permanent injunctions, as well as such other
relief as any court of competent jurisdiction deems appropriate.

12.2. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any
of the provisions hereof or otherwise affect their construction or
effect.

12.3. This Agreement may be executed simultaneously in two or
more counterparts, each of which taken together shall constitute
one and the same instrument.

<PAGE>
PAGE 27
12.4. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the
remainder of the Agreement shall not be affected thereby.

12.5. Each party hereto shall cooperate with each other party
and all appropriate governmental authorities (including without
limitation the Commission, the NASD and state insurance regulators)
and shall permit those authorities reasonable access to its books
and records in connection with any investigation or inquiry
relating to this Agreement or the transactions contemplated hereby.

12.6. The rights, remedies and obligations contained in this
Agreement are cumulative and are in addition to any and all rights,
remedies and obligations, at law or in equity, which the parties
hereto are entitled to under state and federal laws.

12.7. No party may assign this Agreement without the prior
written consent of the others.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly
authorized representative and its seal to be hereunder affixed
hereto as of the date specified below.

Insurance Company:

AMERICAN PARTNERS LIFE INSURANCE COMPANY
By its authorized officer,

By: /s/
Title: President
Date: October 27,1995

Company:

INVESCO VARIABLE INVESTMENT FUNDS, INC.
By its authorized officer,

By: /s/
Title: Treasurer
Date: October 31,1995

INVESCO:

INVESCO FUNDS GROUP, INC.
By its authorized officer,

By: /s/
Title: Senior Vice president
Date: October 31, 1995
<PAGE>
PAGE 28
Schedule A
Accounts

Name of Account Date of Resolution of
Insurance Company's
Board which
Established the
Account

APL Variable Annuity Account 1 February 9, 1995
<PAGE>
PAGE 29
Schedule B
Contracts

American Partners Life Insurance Company Deferred Annuity Contract

1. Contract Form 32028
2. Contract Form 32034-IRA

In addition, there are a number of state variations of these forms.

<PAGE>
PAGE 30
Schedule C
Funds

INVESCO VIF - Industrial Income Portfolio

<PAGE>
PAGE 31
Schedule D
Persons Authorized to Give Instructions to the Company and INVESCO

NAME ADDRESS AND
PHONE NUMBER

(1) Julie Kiel T11/229
Print or Type Name
/s/ Julie Kiel 612/671-1725
Signature Phone

(2) Sheila Ranum T11/1438
Print or Type Name
/s/ Sheila Ranum 612/671-1148
Signature Phone

(3) Sherry Trebus T11/125
Print or Type Name
/s/ Sherry Trebus 612/671-4019
Signature Phone

(4) Dean Reznecheck T11/125
Print or Type Name
/s/ Dean Reznecheck 612/671-3182
Signature Phone

(5) Richard Taliaferro T11/125
Print or Type Name
/s/ Richard S. Taliaferro 612/671-2748
Signature Phone

(6) Keith Halen T11/125
Print or Type Name
/s/ Keith A Halen 612/671-4059
Signature Phone

(7) Mary Berger T11-125
Print or Type Name
/s/ Mary Berger 612/671-5003
Signature Phone

(8) Theresa Sjerven T11/125
Print or Type Name
/s/ Theresa Sjerven 612/671-3842
Signature Phone

All addresses are IDS Tower 10, Minneapolis, MN 55440.

<PAGE>
PAGE 1
FUND PARTICIPATION AGREEMENT

THIS FUND PARTICIPATION AGREEMENT is made and entered into as
of December 19, 1995 by and among AMERICAN PARTNERS LIFE INSURANCE
COMPANY (the "Company") TCI PORTFOLIOS, INC. (the "Issuer") and the
investment adviser of the Issuer, INVESTORS RESEARCH CORPORATION
("Investors Research").

WHEREAS, the Company offers to the public certain qualified
and nonqualified variable annuity contracts (collectively, the
"Contracts"), which the Company has registered under the Securities
Act of 1933, as amended (the "1933 Act"); and

WHEREAS, the Company wishes to offer as investment options
under the Contracts, TCI Growth (the "Fund"), a series of mutual
fund shares registered under the Investment Company act of 1940, as
amended (the "1940 Act"), and issued by the Issuer; and

WHEREAS, on the terms and conditions hereinafter set forth,
Investors Research and the Issuer desire to make shares of the
Funds available as investment options under the Contracts;

NOW, THEREFORE, the Company, the Issuer and Investors Research
agree as follows:

1. Transactions in the Funds. Subject to the terms and
conditions of this Agreement, The Issuer will make shares of the
Funds available to be purchased, exchanged, or redeemed, by the
Company on behalf of the Account (defined in Section 6(a) below)
through a single account per Fund at the net asset value applicable
to each order. The Funds' shares shall be purchased and redeemed
on a net basis in such quantity and at such time as determined by
the Company to satisfy the requirements of the Contracts for which
the Funds serve as underlying investment media. Dividends and
capital gains distributions will be automatically reinvested in
full and fractional shares of the Funds.

2. Administrative Services. The Company shall be solely
responsible for providing all administrative services for the
Contracts owners. The Company agrees that it will maintain and
preserve all records as required by law to be maintained and
preserved, and will otherwise comply with all laws, rules and
regulations applicable to the marketing of the Contracts and the
provision of administrative services to the Contract owners.<PAGE>
PAGE 2
3. Processing and Timing of Transactions

(a) The Issuer hereby appoints the Company as its agent for
the limited purpose accepting purchase and redemption orders for
Fund shares from the Contract owners. On each day the New York
Stock Exchange (the "Exchange") is open for business (each, a
"Business Day"), the Company may receive instructions from the
Contract owners for the purchase or redemption of shares of the
Funds ("Orders"). Orders received and accepted by the Company
prior to the close of regular trading on the Exchange (the "Close
of Trading") on any given Business Day (currently, 3:00 p.m.
Central time) and transmitted to the Issuer at the next asset value
determined as of the Close of Trading on the previous Business Day
("Day 1"). Any Orders received by the Company after the Close of
Trading, and all Orders that are transmitted to the Issuer after
9:00 a.m. Central time on the next following Business Day, will be
executed by the Issuer at the net asset value determined following
receipt by the Issuer of such Order. The day as of which an Order
is executed by the Issuer pursuant to the provisions set forth
above is referred to herein as the "Effective Trade Date".

(b) 5:30 p.m. Central time on each Business Day, Investors
Research will provide to the Company via facsimile or other
electronic transmission acceptable to the Company the Funds' net
asset value, dividend and capital gain information and, in the case
of income funds, the daily accrual for interest rate factor (mil
rate), determined at the Close of Trading.

(c) By 9:00 a.m. Central time on each Business Day, the
Company will provide to Investors Research via facsimile or other
electronic transmission acceptable to Investors Research a report
(referred to in subsection (a) above) stating whether the Orders
received by the Company from Contract owners by the Close of
Trading on the preceding Business Day resulted in the Account being
a net purchaser or net seller of shares of the Funds. As used in
this Agreement, the phrase "other electronic transmission
acceptable to Investors Research" includes the use of remote
computer terminals located at the premises of the Company, its
agents or affiliates, which terminals may be linked electronically
to the computer system of Investors Research, its agents or
affiliates (hereinafter, "Remote Computer Terminals").

(d) Upon the timely receipt from the Company of the report
described in subsection (c) above, Investors Research will execute
the purchase or redemption transactions (as the case may be) at the
net asset value computed as at the Close of Trading on Day 1.
Payment for net purchase transactions shall be made by wire
transfer by the Company to the custodial account designated by the
Fund on the Business Day next following the Effective Trade Date.
Such wire transfers shall be initiated by the Company's bank prior<PAGE>
PAGE 3
to 3:00 p.m. Central time and received by the Funds prior to 5:00
p.m. Central time on the Business Day next following the Effective
Trade Date. If payment for a purchase Order is not timely
received, such Order will be executed at the net asset value next
computed following receipt of payment. Payments for net redemption
transactions shall be made by wire transfer by the Issuer to the
account designated by the Company within the time period set forth
in the applicable Fund's then-current prospectus; provided,
however, Investors Research will use all reasonable efforts to
settle all redemptions on the Business Day next following the
Effective Trade Date. On any Business Day when the Federal Reserve
Wire Transfer System is closed, all communication and processing
rules will be suspended for the settlement of Orders. Orders will
be settled on the next Business Day on which the Federal Reserve
Wire Transfer System is open and the Effective Trade Date will
apply.

4. Prospectus and Proxy Materials.

(a) Investors Research shall provide to the shareholder of
record copies of the Issuer's proxy materials, periodic reports to
shareholders and other materials that are required by law to be
sent to the Issuer's shareholders. In addition, Investors Research
shall provide the Company copies of the Fund's prospectuses and
periodic reports to shareholders in sufficient quantity to
distribute to each Contract owner, together with such additional
copies of the Fund's prospectuses as may be reasonably requested by
Company. If the Company provides for pass-through voting by the
Contract owners, Investors Research will provide the Company with a
sufficient quantity of proxy materials for each Contract owner.

(b) The cost of preparing, typesetting, printing and shipping
to the Company the Fund's separate prospectuses, proxy materials,
periodic reports to shareholders and other materials shall be paid
by Investors Research or its agents or affiliates. If the Company
elects to print a prospectus that combines the separate
prospectuses of the Fund with the prospectuses of other investment
options under the Contracts, Investors Research shall provide the
Company a copy of the Fund's prospectus in electronic format. The
cost of preparing, typesetting and printing the combined prospectus
shall be borne by the Company.

(c) The cost of mailing prospectuses, proxy materials,
periodic fund reports and other materials of the Issuer to the
Contract owners and prospective Contract owners shall be paid by
the Company and shall not be the responsibility of Investors
Research or the Issuer.<PAGE>
PAGE 4
5. Compensation and Expenses.

(a) Investors Research will pay no fee or other compensation
to the Company under this Agreement.

(b) All expenses incident to performance by the Issuer of its
duties under this including, but not limited to, the cost of
registration and qualification of the Fund's shares, will be paid
by Investors Research to the extent permitted by law. All expenses
incident to performance by the Company of its duties under this
Agreement, including, but not limited to, the cost of providing the
administrative services to Contract owners, shall be paid by the
Company.

6. Representations and Warranties.

(a) The Company represents and warrants that: (i) this
Agreement has been duly authorized by all necessary corporate
action and, when executed and delivered, shall constitute the
legal, valid and binding obligation of the Company, enforceable in
accordance with its terms; (ii) it has established the APL Variable
Annuity Account 1 (the "Account"), which is a separate account
under Arizona Insurance law, and has registered each Account as a
unit investment trust under the Investment Company Act of 1940 (the
"1940 Act") to serve as an investment vehicle for the Contracts;
(iii) each Contract provides for the allocation of net amounts
received by the Company to an Account for investment in the shares
of one or more specified investment companies selected among those
companies available through the Account to act as underlying
investment media; (iv) selection of a particular investment company
is made by the Contract owner under a particular Contract, who may
change such selection from time to time in accordance with the
terms of the applicable Contract; and (v) the activities of the
Company contemplated by this Agreement comply in all material
respects with all provisions of federal and state insurance,
securities, and tax laws applicable to such activities.

(b) Investors Research represents that: (i) this Agreement
has been duly authorized by all necessary corporate action and,
when executed and delivered, shall constitute the legal, valid and
binding obligation of Investors Research and Issuer, enforceable in
accordance with its terms; and (ii) the investments of the Funds
will at all times be adequately diversified within the Section
817(h) of the Internal Revenue Service Code of 1986, as amended
(the "Code"), and the regulations thereunder, and that at all times
while this Agreement is in effect, all beneficial interests in each
of the Funds will be owned by one or more insurance companies or by
any other party permitted under Section 1.817-5(f)(3) of the
Regulations promulgated under the Code. In the event of a breach,
Investors Research will take reasonable steps to notify the Company<PAGE>
PAGE 5
of such breach and to adequately diversify the Fund so as to
achieve compliance within the grace period afforded by Regulation
1.817-5.

(c) Investors Research represents that the Fund's investment
objectives, policies, and restrictions comply in all material
respects with applicable state investment laws as they may apply to
the Fund. Neither the Issuer nor Investors Research makes any
representation as to whether any aspect of the Fund's operations
(including, but not limited to, fees and expenses and investment
policies, objections and restrictions) complies with the insurance
laws and regulations of any state. Investors Research agrees that
it will use reasonable effort to furnish such information regarding
the Funds as may be reasonably required by state insurance laws so
that the Company may obtain the authority needed to issue the
Contracts in the various states.

7. Additional Covenants and Agreements.

(a) Each party shall comply with all provisions of federal
and state laws applicable to its respective activities under this
Agreement.

(b) Each party shall promptly notify the other parties in the
event that it is, for any reason, unable to perform any of its
obligations under this Agreement.

(c) The Company covenants and agrees that all Orders accepted
and transmitted by in hereunder with respect to each Account on any
Business Day will be based upon instructions that it received from
the Contract owners in proper form prior to the Close of Trading of
the Exchange on the previous Business Day.

(d) The Company covenants and agrees that all Orders
transmitted to the Issuer, whether by telephone, telecopy, or other
electronic transmission acceptable to Investors Research, shall be
sent by or under the authority and direction of a person designated
by the Company as being duly authorized to act on behalf of the
owner of the Account. Absent actual knowledge to the contrary,
Investors Research shall be entitled to rely on the existence of
such authority and to assume that any person transmitting Orders
for the purchase, redemption or transfer of Fund shares on behalf
of the Company is "an appropriate person" as used in Sections 8-308
and 8-404 of the Uniform Commercial Code with respect to the
transmission of instructions regarding Fund shares on behalf of the
owner of such Fund shares. The Company shall maintain the
confidentiality of all passwords and security procedures issued,
installed or otherwise put in place with respect to the use of
Remote Computer Terminals and assumes full responsibility for the
security therefor. The Company further agrees to be solely<PAGE>
PAGE 6
responsible for the accuracy, propriety, and consequences of all
data transmitted to Investors Research by the Company by telephone,
telecopy, or other electronic transmission acceptable to Investors
Research.

(e) The Company agrees to make every reasonable effort to
market its Contracts. It will use its best efforts to give equal
emphasis and promotion to shares of the Funds as is given to other
underlying investments of the Account.

(f) The Company or its employees or agents will not give any
information or advice, or make any representations or statements on
behalf of or concerning the Issuer or the Fund, in connection with
the sale of the Contracts unless based upon information or
representations contained in the registration statement for the
Fund's shares, as such registration statement may be amended or
supplemented from time to time, or in reports or proxy statements
of the Fund, or in published reports for the Fund that are
published in reputable financial publications or approved by
Investors Research for distribution, or in sales literature or
other material provided by Investors Research. Investors Research
agrees to use reasonable efforts to respond to any request for
approval on a prompt and timely basis.

(g) Notwithstanding anything in Section 7(f) above, the
Company will furnish, or will cause to be furnished, to the Issuer
or Investors Research, each piece of sales literature or other
promotional material in which the Fund or the Issuer or Investors
Research is named, at least ten (10) business days prior to its
use. No such material will be used if Investors Research
reasonably objects to such use. Investors Research agrees to use
reasonable efforts to respond to any request for approval on a
prompt and timely basis.

(i) Investors Research will not give any information or
statements on behalf of the Company or concerning the Company, the
Account, or the Contracts unless based upon such information or
representations contained in the registration statement for the
Contracts, as such registration statement may be amended or
supplemented from time to time, or in reports for the Contracts, or
in published reports for the Account or the Contracts that are
published in reputable financial publications or are approved by
the Company for distribution, or in sales literature or other
material provided by the Company. The Company agrees to use
reasonable efforts to respond to any request for approval on a
prompt and timely basis.<PAGE>
PAGE 7
(j) The Company will provide to Investors Research at least
on complete copy of all registration statements, annual and semi-
annual reports, proxy statements, and all amendments or supplements
to any of the above that include a description of or information
regarding the Funds promptly after the filing of such document with
the SEC or other regulatory authority.

(k) For purposes of this Section 7, the phrase "sales
literature or other promotional material" includes, but is not
limited to, advertisements (such as material published, or designed
for use in, a newspaper, magazine, or other periodical, radio,
television, telephone or tape recording, videotape display, signs
or billboards, motion pictures, or other public media (e.g., online
networks such as the Internet or other electronic messages), sales
literature (i.e., any written communication distributed or made
generally available to customers or the public, including
brochures, circulars, research reports, market letters, form
letters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article), educational
or training materials or other communications distributed or made
generally available to some or all agents or employees,
registration statements, shareholder reports, and proxy materials
and any other material constituting sales literature or advertising
under the NASD rules, the 1933 Act or the 1940 Act.

8. Use of Names. Except as otherwise expressly provided for
in this Agreement, neither Investors Research nor the Funds shall
use any trademark, trade name, service mark or logo of the Company,
or any variation of any such trademark, trade name, service mark or
logo, without the Company's prior written consent, the granting of
which shall be at the Company's sole option. Except as otherwise
expressly provided for in this Agreement, the Company shall not use
any trademark, trade name, service mark or logo of the Issuer or
Investors Research, or any variation of any such trademarks, trade
names, service marks, or logos, without the prior written consent
of either the Issuer or Investors Research, as appropriate, the
granting of which shall be at the sole option of Investors Research
and/or the Issuer.

9. Proxy Voting

(a) The Company shall provide pass-through voting privileges
to all Contract owners so long as the SEC continues to interpret
the 1940 Act as requiring such privileges. It shall be the
responsibility of the Company to assure that it and the separate
accounts of the other Participating Companies (as defined in
Section 11(a) below) participating in any Fund calculate voting
privileges in a consistent manner.<PAGE>
PAGE 8
(b) The Company will distribute to Contract owners all proxy
material furnished by Investors Research and will vote shares in
accordance with instructions received from such Contract owners.
The Company shall vote Fund shares for which no instructions have
been received in the same proportion as shares for which such
instructions have been received. The Company and its agents shall
not oppose or interfere with the solicitation shares held for such
Contract owners.

10. Indemnity.

(a) Investors Research agrees to indemnify and hold harmless
the Company and each person, if any, who controls the Company
within the meaning of the Securities Act of 1933, and any officers,
directors, employees, agents, and affiliates of the foregoing
(collectively, the "Indemnified Parties" for purposes of this
Section 10(a)) against any losses, claims, expenses, damages or
liabilities (including amounts paid in settlement thereof) or
litigation expenses (including reasonable legal and other expenses)
(collectively, "Losses"), to which the Indemnified Parties may
become subject, insofar as such Losses (i) result from a breach by
Investors Research of a material provision of this Agreement,
including the incorrect calculation or reporting of the
daily net asset value per share or dividend or capital gain
distribution rate, or (ii) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact
contained in any registration statement or any prospectus of the
Fund or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading.
Investors Research will reimburse any legal or other expenses
reasonably incurred by the Indemnified Parties in connection with
investigating or defending any such Losses. Investors Research
shall not be liable for indemnification hereunder if such Losses
are attributable to the negligence or misconduct of the Company
performing its obligations under this Agreement or as a result of a
breach of Section 21.

(b) The Company agrees to indemnify and hold harmless
Investors Research and the Issuer and each person, if any, who
controls the Issuer or Investors Research within the meaning of the
Securities Act of 1933, and their respective officers, directors,
employees, agents, and affiliates of the foregoing (collectively,
the "Indemnified Parties" for purposes of this Section 10(b))
against any Losses to which the Indemnified Parties may become
subject, insofar as such Losses (i) result from a breach by the
Company of a material provision of this Agreement, or (ii) arise
out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the sales literature of
the Company or in a registration statement or any prospectus of the<PAGE>
PAGE 9
Company regarding the Contracts or the Account, if any, or arise
out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, or arise out of or
as a result of conduct, statements or representations of the
Company or its agents (other than statements or representations
contained in the prospectuses or sales literature of the Fund),
with respect to the sale and distribution of Contracts for which
the Fund's shares serve as the underlying investment, or (iii)
result from the use by any person of a Remote Computer Terminal.
The Company will reimburse any legal or other expenses reasonably
incurred by connection with investigating or defending any such
Losses. The Company shall not be liable for indemnification
hereunder if such Losses are attributable to the negligence or
misconduct of Investors Research or the Issuer in performing their
obligations under this Agreement.

(c) Promptly after receipt by an indemnified party hereunder
of notice of the commencement of action, such indemnified party
will, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party of the
commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under this Section
10. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish to, assume the defense
thereof, with counsel satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party
of its election to assume the defense thereof, the indemnifying
party will not be liable to such indemnified party under this
Section 10 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof other
than reasonable costs of investigation.

(d) If the indemnifying party assumes the defense of any such
action, the indemnifying party shall not, without the prior written
consent of the indemnified parties in such action, settle or
compromise the liability of the indemnified parties in such action,
or permit a default or consent to the entry of any judgement in
respect thereof, unless in connection with such settlement,
compromise or consent, each indemnified party receives from such
claimant an unconditional release from all liability in respect of
such claim.<PAGE>
PAGE 10
11. Potential Conflicts.

(a) The Company has received a copy of an application for
exemptive relief, as amended, filed by Investors Research on
December 21, 1987, with the SEC and the order issued by the SEC in
response thereto (the "Shared Funding Exemptive Order"). The
Company has reviewed the conditions to the requested relief set
forth in such application for exemptive relief. As set forth in
such application, the Board of Directors of the Issuer (the
"Board") will monitor the Issuer for the existence of any material
irreconcilable conflict between the interests of the contract
owners of all separate accounts ("Participating Companies")
investing in funds of the Issuer. An irreconcilable material
conflict may arise for a variety of reasons, including: (i) an
action by any state insurance regulatory authority; (ii) a change
in applicable federal or state insurance, tax, or securities laws
or regulations, or a public ruling, private letter ruling, no-
action or interpretative letter, or any similar actions by
insurance, tax or securities regulatory authorities; (iii) an
administrative or judicial decision in any relevant proceeding;
(iv) the manner in which the investments of any portfolio are being
managed; (v) a difference in voting instructions given by variable
annuity contract owners and variable life insurance contract
owners; or (vi) a decision by an insurer to disregard the voting
instructions of contract owners. The Board shall promptly inform
the Company if it determines that an irreconcilable material
conflict exists and the implications thereof.

(b) The Company will report any potential or existing
conflicts of which it is aware to the Board. The Company will
assist the Board in carrying out its responsibilities under the
Shared Funding Exemptive Order by providing the Board with all
information reasonably necessary for the Board to consider any
issues raised. This includes, but is not limited to, an obligation
by the Company to inform the Board whenever contract owner voting
instructions are disregarded.

(c) If a majority of the Board, or a majority of its
disinterested Board members, determines that a material
irreconcilable conflict exists with regard to contract owner
investments in a Fund, the Board shall give prompt notice to all
Participating Companies. If the Board determines that the Company
is responsible for causing or creating said conflict, the Company
shall at its sole cost and expense, and to the extent reasonably
practicable (as determined by a majority of the disinterested Board
members), take such action as is necessary to remedy or eliminate
the irreconcilable material conflict. Such necessary action may
include but shall not be limited to:<PAGE>
PAGE 11
(i) withdrawing the assets allocable to the Account from
the Fund and reinvesting such assets in a different
investment medium or submitting the question of
whether such segregation should be implemented to a
vote of all affected contract owners and as
appropriate, segregating the assets of any
appropriate group (i.e., annuity contract owners,
life insurance contract owners, or variable contract
owners of one or more Participating Companies) that
votes in favor of such segregation, or offering to
the affected contract owners the option of making
such a change; and/or

(ii) establishing a new registered management investment
company or managed separate account.

(d) If a material irreconcilable conflict arises as a result
of a decision by the Company to disregard its contract owner voting
instructions and said decision represents a minority position or
would preclude a majority vote by all of its contract owners having
an interest in the Issuer, the Company at its sole cost, may be
required, at the Board's election, to withdraw an Account's
investment in the Issuer and terminate this Agreement; provided,
however, that such withdrawal and termination shall be limited to
the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested members
of the Board.

(e) For the purpose of this Section 11, a majority of the
disinterested Board members shall determine whether or not any
proposed action adequately remedies any irreconcilable material
conflict, but in no event the Issuer be required to establish a new
funding medium for any Contract. The Company shall not be required
by this Section 11 to establish a new funding medium for any
Contract if an offer to do so has been declined by vote of a
majority of the Contract owners materially adversely affected by
the irreconcilable material conflict.

12. Termination. This agreement shall terminate as to the
sale and issuance of new Contracts:

(a) at the option of either the Company, Investors Research
or the Issuer upon six months' advance written notice, except that
if exemptive relief or an exemptive order from the SEC is required
in connection with such termination, at such later date as may be
necessary to obtain such exemptive relief;<PAGE>
PAGE 12
(b) at the option of the Company if the Funds' shares are not
available for any reason to meet the requirement of Contracts as
determined by the Company. Reasonable advance notice of election to
terminate shall be furnished by Company;

(c) at the option of either the Company, Investors Research
or the Issuer, upon institution of formal proceedings against the
broker-dealer or broker-dealers marketing the Contracts, the
Account, the Company, or the Issuer by the National Association of
Securities Dealers, Inc. (the "NASD"), the SEC or any other
regulatory body;

(d) upon termination of the Management Agreement between the
Issuer and Investors Research. Notice of such termination shall be
promptly furnished to the Company. This Section 12(d) shall not be
deemed to apply if contemporaneously with such termination a new
contract of substantially similar terms is entered into between the
Issuer and Investors Research;

(e) upon the requisite vote of Contract owners having an
interest in the Issuer to substitute for the Issuer's shares the
shares of another investment company in accordance with the terms
of Contracts for which the Issuer's shares had been selected to
serve as the underlying investment medium. The Company will give
60 days' written notice to the Issuer and Investors Research of any
proposed vote to replace the Funds' shares;

(f) upon assignment of this Agreement unless made with the
written consent of all other parties hereto;

(g) if the Issuer's shares are not registered, issued or sold
in conformance with Federal law or such law precludes the use of
Fund shares as an underlying investment medium of Contracts issued
or to be issued by the Company. Prompt notice shall be given by
either party should such situation occur; or

(h) at the option of the Issuer, if the Issuer reasonably
determines in good faith that the Company is not offering shares of
the Fund in conformity with the terms of this Agreement or
applicable law.

(i) at the option of any party hereto upon a determination
that continuing to perform under this Agreement would, in the
reasonable opinion of the terminating party's counsel, violate any
applicable federal or state law, rule, regulation or judicial
order.<PAGE>
PAGE 13
(j) at the option of the Company, if the Company determines,
in its sole judgement exercised in good faith, that Investors
Research has suffered a material adverse change in its business,
operations or financial condition since the date of this Agreement
or is the subject of material adverse publicity that is likely to
have a material adverse impact upon the business and operations of
the Company, such termination to be effective sixty (60) days'
after receipt by Investors Research of written notice of the
Company's election to terminate this Agreement.

(k) at the option of Investors Research, if Investors
Research determines, in its sole judgment exercised in good faith,
that the Company has suffered a material adverse change in its
business, operations or financial condition since the date of this
Agreement or is the subject of material adverse publicity that is
likely to have a material adverse impact upon the business and
operations of the Fund or Investors Research, such termination to
be effective sixty (60) days' after receipt by the Company of
written notice of Investors Research's election to terminate this
Agreement

13. Continuation of Agreement. Termination as the result of
any cause listed in Section 12 shall not affect the Issuer's
obligation to furnish, under the terms of this Agreement, its
shares to Contracts then in force for which its shares serve or may
serve as the underlying medium (unless such further sale of Fund
shares is proscribed by law or the SEC or other regulatory body).

14. Non-Exclusivity. Each of the parties acknowledges and
agrees that this Agreement and the arrangement described herein are
intended to be non-exclusive and that each is free to enter into
similar agreements and arrangements with other entities.

15. Survival. The provisions of Section 8 (use of names) and
Section 10 (indemnity) of this Agreement shall survive termination
of this Agreement.

16. Amendment. Neither this Agreement, nor any provision
hereof, may be amended, waived, discharged or terminated orally,
but only by an instrument in writing signed by all of the parties
hereto.

17. Notices. All notices and other communications hereunder
shall be given or made in writing and shall be delivered
personally, or sent by telex, telecopier, express delivery or
registered or certified mail, postage prepaid, return receipt
requested, to the party or parties to whom they are directed at the
following addresses or at such other addresses as may be designated
by notice from such party to all other parties.<PAGE>
PAGE 14
To the Company:

American Partners Life Insurance Company
c/o American Express Financial Advisors Inc.
IDS Tower 10
Minneapolis, Minnesota 55440
Attention: Jim Mortensen, Manager-Product Development
(612) 671-2269 (telecopy number)

With a simultaneous copy to:

American Partners Life Insurance Company
c/o American Express Financial Advisors Inc.
IDS Tower 10
Minneapolis, Minnesota 55440
Attention: Mary Ellyn Minenko, Counsel
(612) 671-3767 (telecopy number)

To the Issuer or Investors Research:

Twentieth Century Mutual Funds
4500 Main Street
Kansas City, Missouri 64111
Attention: Charles A. Etherington, Esq.
(816) 340-4964 (telecopy number)

Any notice, demand or other communication given in a manner
prescribed in this Section 17 shall be deemed to have been
delivered on receipt.

18. Successors and Assigns. This Agreement may not be
assigned without the written consent of all parties to the
Agreement at the time of such assignment. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and
their respective permitted successors and assigns.

19. Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall
constitute one agreement, and any party hereto may execute this
Agreement by signing any such counterpart.

20. Severability. In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.<PAGE>
PAGE 15
21. Confidentiality.

(a) Investors Research acknowledges that the identities of
the customers of the Company or any of its affiliates
(collectively, the "Protected Parties" for purposes of this Section
21), information maintained regarding those customers, and all
computer programs and procedures or other confidential information
developed or used by the Protected Parties or any of their
employees or agents in connection with the Company's performance of
its duties under this Agreement are the valuable property of the
Protected Parties. Investors Research agrees that if in connection
with the performance of its duties under this Agreement it comes
into possession of any list or compilation of the identities of or
other confidential information about the Protected Parties'
customers, or any other confidential information or property of the
Protected Parties, other than such information as may be
independently developed, compiled or obtained by Investors
Research, whether from information supplied by the Protected
Parties' customers who also maintain accounts directly with the
Issuer or another affiliate of Investors Research or otherwise,
Investors Research will hold such information or property in
confidence and refrain from using, disclosing or distributing any
of such information or other property except: (a) with the
Company's prior written consent; or (b) as required by law or
judicial process. Investors Research acknowledges that any breach
of this Section 21(a) would result in immediate and irreparable
harm to the Protected Parties for which there would be no adequate
or quantifiable remedy at law. As a result, the parties agree that
in the event of a breach, as their sole remedy, the Protected
Parties will be entitled to equitable relief by way of temporary
and permanent injunctions, as well as such other equitable relief
as a court of competent jurisdiction deems appropriate.

(b) The parties acknowledge that it is not contemplated that
any confidential information of the Protected Parties is necessary
for the performance by Investors Research or the Issuer of their
respective duties under this Agreement. If the parties determine
that the communication of such confidential information is
necessary or desirable, the parties agree to cooperate in the
establishment of procedures to identify such information as
confidential in order to ensure its protection.

22. Access to Books and Records. Each party to this
Agreement agrees to cooperate with each other party and all
appropriate governments authorities (including without limitation
the SEC, the NASD and state insurance regulators) and will permit
each other and such authorities reasonable access to its books and
records in connection with any investigation or inquiry relating to
this Agreement or the transactions contemplated hereby. Each party
agrees to permit the other party or the appropriate governmental<PAGE>
PAGE 16
authority to make copies of portions of its books and records that
relate to the party's performance of its duties under this
Agreement an which are the subject matter of the investigation or
inquiry.

23. Entire Agreement. This Agreement, including the
Attachments hereto, constitutes the entire agreement between the
parties with respect to the matters dealt with herein, and
supersedes all previous agreements, written or oral, with respect
to such matters.<PAGE>
PAGE 17
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date set forth above.

INVESTORS RESEARCH CORPORATION AMERICAN PARTNERS LIFE
INSURANCE COMPANY

/s/ William M. Lyons /s/ Richard W. Kling
William M. Lyons Richard W. Kling
Executive Vice President Chairman of the Board

TCI PORTFOLIOS, INC.

/s/ William M. Lyons
William M. Lyons
Executive Vice President

<PAGE>
PAGE 1
JANUS ASPEN SERIES
FUND PARTICIPATION AGREEMENT

THIS AGREEMENT made this 23rd day of January, 1996, between
JANUS ASPEN SERIES, an open-end management investment company
organized as a Delaware business trust (the "Trust"), and American
Partners Life Insurance Company, a life insurance company organized
under the laws of the State of Arizona (the "Company"), on its own
behalf and on behalf of each segregated asset account of the
Company set forth on Schedule A, as may be amended from time to
time (the "Accounts").

WITNESSETH

WHEREAS, the Trust has registered with the Securities and
Exchange Commission as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "1940
Act"), and has registered the offer and sale of its shares under
the Securities Act of 1933, as amended (the "1933 Act"); and

WHEREAS, the Trust desires to act as an investment vehicle for
separate accounts established for variable life insurance policies
and variable annuity contracts to be offered by insurance companies
have entered into "Participating Insurance Companies"); and

WHEREAS, the beneficial interest in the Trust is divided into
several series of shares, each series representing an interest in a
particular managed portfolio of securities and other assets (the
"Portfolios"); and

WHEREAS, the Trust has received an order from the Securities
and Exchange Commission granting Participating Insurance Companies
and their separate accounts exemptions from the provisions of
Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules
6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary
to permit shares of the Trust to be sold to and held by variable
annuity and variable life insurance separate accounts of both
affiliated and unaffiliated life insurance companies and certain
qualified pension and retirement plans (the "Exemptive Order"); and

WHEREAS, the Company has registered or will register (unless
registration is not required under applicable law) certain variable
life insurance policies and/or variable annuity contracts under the
1933 Act (the "Contracts"); and

WHEREAS, the Company has registered or will register (unless
registration is not required under applicable law) each Account as
a unit investment trust under the 1940 Act; and

WHEREAS, the Company desires to utilize shares of the
Portfolios listed on Schedule B, as may be amended from time to
time, as an investment vehicle of the Accounts;

NOW THEREFORE, in consideration of their mutual promises, the
parties agree as follows:<PAGE>
PAGE 2
ARTICLE I
Sale of Trust Shares

1.1 The Trust shall make shares of its Portfolios available
to the Accounts at the net asset value next computed after receipt
of such purchase order by the Trust (or its agent), as established
in accordance with the provisions of the then current prospectus of
the Trust. Shares of a particular Portfolio of the Trust shall be
ordered in such quantities and at such times as determined by the
Company to be necessary to meet the requirements of the Contracts.
The Trustees of the Trust (the "Trustees") may refuse to sell
shares of any Portfolio to any person, or suspend or terminate the
offering of shares of any Portfolio if such action is required by
law or by regulatory authorities having jurisdiction or is, in the
sole discretion of the Trustees acting in good faith and in light
of their fiduciary duties under federal and any applicable state
laws, necessary in the best interests of the shareholders of such
Portfolio.

1.2 The Trust will redeem any full or fractional shares of
any Portfolio when requested by the Company on behalf of an Account
at the net asset value next computed after receipt by the Trust (or
its agent) of the request for redemption, as established in
accordance with the provisions of the then current prospectus of
the Trust. The Trust shall make payment for such shares on the
same Business Day (as defined below) as the Trust receives notice
of redemption orders in accordance with Section 1.3 and in the
manner established from time to time by the Trust, except that the
Trust reserves the right to suspend payment consistent with Section
22(e) of the 1940 Act and any rules thereunder.

1.3 For the purposes of Sections 1.1 and 1.2, the Trust
hereby appoints the Company as its agent for the limited purpose of
receiving and accepting purchase and redemption orders resulting
from investment in and payments under the Contracts. Receipt by
the Company shall constitute receipt by the Trust provided that i)
such orders are received by the Company in good order prior to the
time the net asset value of each Portfolio is priced in accordance
with its prospectus and ii) the Trust receives notice of such
orders by 11:00 a.m. New York time on the next following Business
Day. "Business Day" shall mean any day on which the New York Stock
Exchange is open for trading and on which the Trust calculates its
net asset value pursuant to the rules of the Securities and
Exchange Commission.

1.4 Purchase orders that are transmitted to the Trust in
accordance with Section 1.3 shall be initiated by wire no later
than 12:00 noon New York time on the same Business Day that the
Trust receives notice of the order. Payments shall be made in
federal funds transmitted by wire.

1.5 Issuance and transfer of the Trust's shares will be by
book entry only. Stock certificates will not be issued to the
Company or the Account. Shares ordered from the Trust will be
recorded in the appropriate title for each Account or the
appropriate subaccount of each Account.<PAGE>
PAGE 3
1.6 The Trust shall furnish same-day notice (by wire or
telephone followed by written confirmation) to the Company of any
income dividends or capital gain distributions payable on the
Trust's shares. The Company hereby elects to receive all such gain
distributions as are payable on a Portfolio's shares in additional
shares of that Portfolio. The Company reserves the right to revoke
this election and to receive all such dividends and distributions
in cash upon 90 days' prior notice to the Trust. The Trust shall
notify the Company of the number of shares so issued as payment of
such dividends and distributions.

1.7 The Trust shall make the net asset value per share for
each Portfolio available to the Company on a daily basis as soon as
reasonably practical after the net asset value per share is
calculated and shall use its best efforts to make such net asset
value per share available by 6 p.m. New York time.

1.8 The Trust agrees that its shares will be sold only to
Participating Insurance Companies and their separate accounts and
to certain qualified pension and retirement plans to the extent
permitted by the Exemptive Order. No shares of any Portfolio will
be sold directly to the
general public. The Company agrees that Trust shares will be used
only for the purposes of funding the Contracts and Accounts listed
in Schedule A, as amended from time to time.

1.9 The Trust agrees that all Participating Insurance
Companies shall have the obligations and responsibilities regarding
pass-through voting and conflicts of interest corresponding to
those contained in Section 2.8 and Article IV of this Agreement.

ARTICLE II
Obligations of the Parties

2.1 The Trust shall prepare and be responsible for filing
with the Securities and Exchange Commission and any state
regulators requiring such filing all shareholder reports, notices,
proxy materials (or similar materials such as voting instruction
solicitation materials), prospectuses and statements of additional
information of the Trust. The Trust shall bear the costs of
registration and qualification of its shares, preparation and
filing of the documents listed in this Section 2.1 and all taxes to
which an issuer is subject on the issuance and transfer of its
shares.

2.2 At the option of the Company, the Trust shall either (a)
provide the Company (at the Company's expense) with as many copies
of the Trust's current prospectus, annual report, semi-annual
report and other shareholder communications, including any
amendments or supplements to any of the foregoing, as the Company
shall reasonably request; or (b) provide the Company with a camera
ready copy or a computer disk of such documents in a form suitable
for printing. The Trust shall provide the Company with a copy of
its statement of additional information in a form suitable for
duplication by the Company. The Trust (at its expense) shall
provide the Company with copies of any Trust-sponsored proxy
materials in such quantity as the Company shall reasonably require
for distribution to Contract owners.<PAGE>
PAGE 4
2.3 The Company shall bear the costs of printing and
distributing the Trust's prospectus, statement of additional
information, shareholder reports and other shareholder
communications to owners of and applicants for policies for which
the Trust is serving or is to serve as an investment vehicle. The
Company shall bear the costs of distributing proxy materials (or
similar materials such as voting solicitation instructions) to
Contract owners. The Company assumes sole responsibility for
ensuring that such materials are delivered to Contract owners in
accordance with applicable federal and state securities laws.

2.4 The Company agrees and acknowledges that the Trust's
adviser, Janus Capital Corporation ("Janus Capital"), is the sole
owner of the name and mark "Janus" and that all use of any
designation comprised in whole or part of Janus (a "Janus Mark")
under this Agreement shall inure to the benefit of Janus Capital.
Except as provided in Section 2.5, the Company shall not use any
Janus Mark on its own behalf or on behalf of the Accounts or
Contracts in any registration statement, advertisement, sales
literature or other materials relating to the Accounts or Contracts
without the prior written consent of Janus Capital. Upon
termination of this Agreement for any reason, the Company shall
cease all use of any Janus Mark(s) as soon as reasonably
practicable.

2.5 The Company shall furnish, or cause to be furnished, to
the Trust or its designee, a copy of each Contract prospectus or
statement of additional information in which the Trust or its
investment adviser is named prior to the filing of such document
with the Securities and Exchange Commission. The Company shall
furnish, or shall cause to be furnished, to the Trust or its
designee, each piece of sales literature or other promotional
material in which the Trust or its investment adviser is named, at
least ten Business Days prior to its use. No such material shall
be used if the Trust or its designee reasonably objects to such use
within five Business Days after receipt of such material.

2.6 The Trust shall furnish, or cause to be furnished, to the
Company or its designee, a copy of each Trust prospectus or
statement of additional information in which the Company is named
prior to the filing of such document with the Securities and
Exchange Commission. The Trust shall furnish, or shall cause to be
furnished, to the Company or its designee, each piece of sales
literature or other promotional material in which the Company is
named, at least ten Business Days prior to its use. No such
material shall be used if the Company or its designee reasonably
objects to such use within five Business Days after receipt of such
material.

2.7 The Company shall not give any information
or make any representations or statements on behalf of the Trust or
concerning the Trust or its investment adviser in connection with
the sale of the Contracts other than information or representations
contained in and accurately derived from the registration
statement, prospectus or statement of additional information for
the Trust shares (as such registration statement, prospectus and
statement of additional information may be amended or supplemented
from time to time), reports of the Trust, Trust-sponsored proxy<PAGE>
PAGE 5
statements, or in sales literature or published reports in the
public domain or other promotional material approved by the Trust
or its designee, except as required by legal process or regulatory
authorities or with the written permission of the Trust or its
designee. Nothing in this Section 2.7 will be construed as
preventing the Company or its employees or agents from giving
advice on investments in the Trust.

2.8 The Trust shall not give any information or make any
representations or statements on behalf of the Company or
concerning the Company, the Accounts or the Contracts other than
information or representations contained in and accurately derived
from the registration statement, prospectus or statement of
additional information for the Contracts (as such registration
statement, prospectus and statement of additional information may
be amended or supplemented from time to time), or in materials
approved by the Company for distribution including sales literature
or other promotional materials, except as required by legal process
or regulatory authorities or regulatory authorities or with the
written permission of the Company.

2.9 So long as, and to the extent that the Securities and
Exchange Commission interprets the 1940 Act to require pass-through
voting privileges for variable policyowners, the Company will
provide pass-through voting privileges to owners of policies whose
cash values are invested, through the Accounts, in shares of the
Trust. The Trust shall require all Participating Insurance
Companies to calculate voting privileges in the same manner and the
Company shall be responsible for assuring that the Accounts
calculate voting privileges in the manner established by the Trust.
With respect to each Account, the Company will vote shares of the
Trust held by the Account and for which no timely voting
instructions from policyowners are received as well as shares it
owns that are held by that Account, in the same proportion as those
shares for which voting instructions are received. The Company and
its agents will in no way recommend or oppose or interfere with the
solicitation of proxies for Trust shares held by Contract owners
without the prior written consent of the Trust, which consent may
be withheld in the Trust's sole discretion.

2.10 The Company shall notify the Trust of any applicable
state insurance laws of which it becomes aware that restrict the
Portfolios' investments or otherwise affect the operation of the
Trust and shall notify the Trust of any changes in such laws.

ARTICLE III
Representations and Warranties

3.1 The Company represents and warrants that it is an
insurance company duly organized and in good standing under the
laws of the State of Arizona and that it has legally and
validly established each Account as a segregated asset account
under such law on the date set forth in Schedule A.

3.2 The Company represents and warrants that each Account (1)
has been registered or, prior to any issuance or sale of the
Contracts, will be registered as a unit investment trust in<PAGE>
PAGE 6
accordance with the provisions of the 1940 Act or, alternatively
(2) has not been registered in proper reliance upon an exclusion
from registration under the 1940 Act.

3.3 The Company represents and warrants that the Contracts or
interests in the Accounts (1) are or, prior to issuance, will be
registered as securities under the 1933 Act or, alternatively (2)
are not registered because they are properly exempt from
registration under the 1933 Act or will be offered exclusively in
transactions that are properly exempt from registration under the
1933 Act. The Company further represents and warrants that the
Contracts will be issued and sold in compliance in all material
respects with all applicable federal and state laws; and the sale
of the contracts shall comply in all material respects with state
insurance suitability requirements.

3.4 The Trust represents and warrants that it is duly
organized and validly existing under the laws of the State of
Delaware.

3.5 The Trust represents and warrants that the Trust shares
offered and sold pursuant to this Agreement will be registered
under the 1940 Act prior to any issuance or sale of such shares.
The Trust shall amend its registration statement under the 1933 Act
and the 1940 Act from time to time as required in order to effect
the continuous offering of its shares. The Trust shall register
and qualify its shares for sale in accordance with the laws of the
various states only if and to the extent deemed advisable by the
Trust.

3.6 The Trust represents and warrants that the investments of
each Portfolio will comply with the diversification requirements
set forth in Section 817(h) of the Internal Revenue Code of 1986,
as amended, and the rules and regulations thereunder. In the event
the Trust fails to comply with these diversification requirements,
the Trust will take all reasonable steps: (a) to notify the Company
of such noncompliance; and (b) to adequately diversify the Trust so
as to achieve compliance within the grace period afforded by
Treasury Regulation 1.817-5.

3.7 The Trust represents that it is currently qualified as a
Regulated Investment Company under Subchapter M of the Internal
Revenue Code, and that it will make every effort to maintain such
qualification (under Subchapter M or any successor or similar
provision) and that it will notify the Company immediately upon
having a reasonable basis for believing that it has ceased to so
qualify or that it might not so qualify in the future.

3.8 The Trust represents that its investment objectives,
policies and restrictions comply in all material respects with any
applicable state securities laws of which the Trust is aware as
they may apply to the Trust. The Trust makes no representation as
to whether any aspect of its operations (including, but not limited
to, fees and expenses and investment policies, objectives and
restrictions) complies with the insurance laws and regulations of
any state. The Trust agrees that it will furnish the information
required by state insurance laws and requested by the Company to
assist the Company in obtaining the authority needed to issue the<PAGE>
PAGE 7
Contracts in the various states.

3.9 The Trust represents and warrants that all of its
trustees, officers, employees, investment advisors, and other
individuals/entities having access to the funds and/or securities
of the Trust are and continue to be at all times covered by a
blanket fidelity bond or similar coverage for the benefit of the
Trust in an amount not less than the minimal coverage as required
currently by Rule 17g-(1) of the 1940 Act or related provisions as
may be promulgated from time to time. The aforesaid bond includes
coverage for larceny and embezzlement and is issued by a reputable
bonding company.

ARTICLE IV
Potential Conflicts

4.1 The parties acknowledge that the Trust's shares may be
made available for investment to other Participating Insurance
Companies. In such event, the Trustees will monitor the Trust for
the existence of any material irreconcilable conflict between the
interests of the contract owners of all Participating Insurance
Companies. An irreconcilable material conflict may arise for a
variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state
insurance, tax, or securities laws or regulations, or a public
ruling, private letter ruling, no-action or interpretative letter,
or any similar action by insurance, tax, or securities regulatory
authorities; (c) an administrative or judicial decision in any
relevant proceeding; (d) the manner in which the investments of any
Portfolio are being managed; (e) a difference in voting
instructions given by variable annuity contract and variable life
insurance contract owners; or (f) a decision by an insurer to
disregard the voting instructions of contract owners. The Trustees
shall promptly inform the Company if they determine that an
irreconcilable material conflict exists and the implications
thereof.

4.2 The Company agrees to promptly report any potential or
existing conflicts of which it is aware to the Trustees. The
Company will assist the Trustees in carrying out their
responsibilities under the Exemptive Order by providing the
Trustees with all information reasonably necessary for the Trustees
to consider any issues raised including, but not limited to,
information as to a decision by the Company to disregard Contract
owner voting instructions.

4.3 If it is determined by a majority of the Trustees, or a
majority of its disinterested Trustees, that a material
irreconcilable conflict exists that affects the interests of
Contract owners, the Company shall, in cooperation with other
Participating Insurance Companies whose contract owners are also
affected, at its expense and to the extent reasonably practicable
(as determined by the Trustees) take whatever steps are necessary
to remedy or eliminate the irreconcilable material conflict, which
steps could include: (a) withdrawing the assets allocable to some
or all of the subaccounts of the Accounts from the Trust or any
Portfolio and reinvesting such assets in a different investment<PAGE>
PAGE 8
medium, including (but not limited to) another Portfolio of the
Trust, or submitting the question of whether or not such
segregation should be implemented to a vote of all affected
Contract owners and, as appropriate, segregating the assets of any
appropriate group (i.e., annuity contract owners, life insurance
contract owners, or variable contract owners of one or more
Participating Insurance Companies) that votes in favor of such
segregation, or offering to the affected Contract owners the option
of making such a change; and (b) establishing a new registered
management investment company or managed separate account.

4.4 If a material irreconcilable conflict arises because of a
decision by the Company Contract owner voting instructions and that
decision represents a minority position or would preclude a
majority vote, the Company may be required, at the Trust's
election, to withdraw the affected subaccount of the Account's
investment in the Trust and terminate this Agreement with respect
to such subaccount of the Account; provided, however that such
withdrawal and termination shall be limited to the extent required
by the foregoing material irreconcilable conflict as determined by
a majority of the disinterested Trustees. No charge or penalty
will be imposed as a result of such withdrawal. Any such
withdrawal and termination must take place within six (6) months
after the Trust gives written notice that this provision is being
implemented. Until the end of such six (6) month period, the Trust
shall continue to accept and implement orders by the Company for
the purchase and redemption of shares of the Trust.

4.5 If a material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to the
Company conflicts with the majority of other state regulators, then
the Company will withdraw the affected subaccount of the Account's
investment in the Trust and terminate this Agreement with respect
to such subaccount of the Account within six (6) months after the
Trustees inform the Company in writing that it has determined that
such decision has created an irreconcilable material conflict;
provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the
disinterested Trustees. No charge or penalty will be imposed as a
result of such withdrawal. Until the end of such six (6) month
period, the Trust shall continue to accept and implement orders by
the Company for the purchase and redemption of shares of the Trust.

4.6 For purposes of Sections 4.3 through 4.6 of this
Agreement, a majority of the disinterested Trustees shall determine
whether any proposed action adequately remedies any irreconcilable
material conflict, but in no event will the Company be required to
establish a new funding medium for the Contracts if an offer to do
so has been declined by vote of a majority of Contract owners
materially adversely affected by the irreconcilable material
conflict. In the event that the Trustees determine that any
proposed action does not adequately remedy any irreconcilable
material conflict, then the Company will withdraw the subaccount of
the Account's investment in the Trust and terminate this Agreement
within six (6) months after the Trustees inform the Company in
writing of the foregoing determination provided, however, that such
withdrawal and termination shall be limited to the extent required<PAGE>
PAGE 9
by any such material irreconcilable conflict as determined by a
majority of the disinterested Trustees. No charge or penalty will
be imposed as a result of such withdrawal.

4.7 The Company shall at least annually submit to the
Trustees such reports, materials or data as the Trustees may
reasonable request so that the Trustees may fully carry out the
duties imposed upon them by the Exemptive Order, and said reports,
materials and data shall be submitted more frequently of deemed
appropriate by the Trustees.

4.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are
amended or Rule 6e-3 is adopted, to provide exemptive relief from
any provision of the 1940 Act or the rules promulgated thereunder
with respect to mixed or shared funding (as defined in the
Exemptive Order) on terms and conditions materially different from
those contained in the Exemptive Order, then the Trust and/or the
Participating Insurance Companies, as appropriate, shall take such
steps as may be necessary to comply with Rules 6e-2 and 6e-3(t), as
amended, and Rule 6e-3, as adopted, to the extent such rules are
applicable.

ARTICLE V
Indemnification

5.1 Indemnification By the Company. The Company agrees to
indemnify and hold harmless the Trust and each person, if any, who
controls the Trust within the meaning of Section 15 of the 1933 Act
and any Trustees, officers, employees and agents of the foregoing
(collectively, the "Indemnified Parties" for purposes of this
Article V) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of
the Company) or expenses (including the reasonable costs of
investigating or defending any alleged loss, claim, damage,
liability or expense and reasonable legal counsel fees incurred in
connection therewith) (collectively, "Losses"), to which the
Indemnified Parties may become subject under any statute or
regulation, or at common law or otherwise, insofar as such Losses:

(a) arise out of or are based upon any untrue
statements or alleged untrue statements of any material
fact contained in a registration statement, prospectus
or statement of additional information for the
Contracts or in the Contracts themselves or in sales
literature generated or approved by the Company on
behalf of the Contracts or Accounts (or any amendment
or supplement to any of the foregoing) (collectively,
"Company Documents" for the purposes of this Article
V), or arise out of or are based upon the omission or
the alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, provided that this
indemnity shall not apply as to any Indemnified Party
if such statement or omission was made in reliance upon
and was accurately derived from written information
furnished to the Company by or on behalf of the Trust
for use in Company Documents or otherwise for use in
connection with the sale of the Contracts or Trust<PAGE>
PAGE 10
shares; or

(b) arise out of or result from statements or
representations (other than or representations
contained in and accurately derived from Trust
Documents as defined in Section 5.2(a)) or wrongful
conduct of the Company or persons under its the sale or
acquisition of the Contracts or Trust shares: or

(c) arise out of or result from any untrue
statement or alleged untrue statement of a material
fact contained in Trust Documents as defined in Section
5.2(a) or the omission or alleged omission to state
therein a material fact required to be stated therein
or necessary to make the statements therein not
misleading if such statement or omission was made in
reliance upon and accurately derived from written
information furnished to the Trust by or on behalf of
the Company; or

(d) arise out of or result from any failure by
the Company to furnish the materials required under the
terms of this Agreement; or

(e) arise out of or result from any material
breach of any representation and/or warranty made by
the Company in this Agreement or arise out of or result
from any other material breach of this Agreement by the
Company.

5.2 Indemnification By the Trust. The Trust agrees to
indemnify and hold harmless the Company and each person, if any,
who controls the Company within the meaning of Section 15 of the
1933 Act and any directors, officers, employees and agents of the
foregoing (collectively, the "Indemnified Parties" for purposes of
this Article V) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Trust) or expenses (including the reasonable costs
of investigating or defending any alleged loss, claim, damage,
liability or expense and reasonable legal counsel fees incurred
therewith) (collectively, "Losses"), to which the Indemnified
Parties may become subject under any statute or regulation, or at
common law or otherwise, insofar as such Losses:

(a) arise out of or are based upon any untrue
statements or alleged untrue statements of any material
fact contained in the registration statement,
prospectus or statement of additional information for
the Trust or any sales literature generated or approved
by the Trust (or any amendment or supplement thereto),
(collectively, "Trust Documents" for the purposes of
this Article V), or arise out of or are based upon the
omission or the alleged omission to therein a material
fact required to be stated therein or necessary to make
the statements therein not misleading, provided that
this indemnity shall not apply as to any Indemnified
Party if such statement or omission or such alleged
statement or omission was made in reliance upon and was<PAGE>
PAGE 11
accurately derived from written information furnished
to the Trust by or on behalf of the Company for use in
Trust Documents or otherwise for use in connection with
the sale of the Contracts or Trust shares; or

(b) arise out of or result from statements or
representations (other than statements or
representations contained in and accurately derived
from Company Documents) or wrongful conduct of the
Trust or persons under its control, with respect to the
sale or acquisition of the Contracts or Trust shares;
or

(c) arise out of or result from any untrue
statement or alleged untrue statement of a material
fact contained in Company Documents or the omission or
alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading if such statement or
omission was made in reliance upon and accurately
derived from written information furnished to the
Company by or on behalf of the Trust; or

(d) arise out of or result from any failure by
the Trust to provide the services or furnish the
materials required under the terms of this Agreement,
including, but not limited to, any material (based on
current standards of the Securities and Exchange
Commission) errors in or untimely calculation or
reporting of the daily net asset value per share or
dividend or capital gain distribution rate; or

(e) arise out of or result from any material
breach of any representation and/or warranty made by
the Trust in this Agreement or arise out of or result
from any material breach of this Agreement by the
Trust.

5.3 Neither the Company nor the trust shall be liable under
the indemnification provisions of Sections 5.1 or 5.2, ass
applicable, with respect to any Losses incurred or assessed against
an Indemnified Party that arise from such Indemnified Party's
duties or by reason of such Indemnified Party's reckless disregard
of obligations or duties under this Agreement.

5.4 Neither the Company nor the trust shall be liable under
the indemnification provisions of Sections 5.1 or 5.2, as
applicable, with respect to any claim made against an Indemnified
Party unless such Indemnified Party shall have notified the other
party in writing within a reasonable time after the summons, or
other first written notification, giving information of the nature
of the claim, complaint or action by a regulatory authority shall
have been served upon or otherwise received by such Indemnified
Party (or after such Indemnified Party shall have received notice
of service upon or other notification to any designated agent), but
failure to notify the party against whom indemnification is sought
of any such claim shall not relieve that party from any liability
which it may have to the Indemnified Party in the absence of<PAGE>
PAGE 12
Sections 5.1 and 5.2.

5.5 in case any such action is brought against the
Indemnified Parties, the indemnifying party shall be entitled to
participate, at its own expense, in the defense of such action.
The indemnifying party also shall be entitled to assume the defense
thereof, with counsel reasonably satisfactory to the party named in
the action. After notice from the indemnifying party shall bear
the fees and expenses of any additional counsel retained by it, and
the indemnifying party will not be liable to the Indemnified Party
under this Agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

ARTICLE VI
Termination

6.1 This Agreement may be terminated by either party for any
reason by ninety (90) days' advance written notice delivered to the
other party or as otherwise agreed in writing by both parties.
This Agreement may be terminated at the option of the Trust
immediately of the company is no longer controlled by or under
common control with IDS Life Insurance Company.

6.2 Notwithstanding any termination of this Agreement, the
Trust shall, at the option of the Company, continue to make
available additional shares of the Trust (or any Portfolio)
pursuant to the terms and conditions of this Agreement for all
Contracts in effect on the effective date of termination of this
Agreement, provided that the company continues to pay the costs set
forth in Section 2.3.

6.3 The provisions of Article V shall survive the termination
of this Agreement, and as long as shares of the trust are held on
behalf on Contract owners in accordance with Section 6.2, the
provisions of this Agreement shall survive the termination of this
Agreement with respect to those Contract owners.

ARTICLE VII
Notices

Any notice shall be sufficiently given when sent by registered
or certified mail to the other party at the address of such party
set forth below or at such other address as such party may from
time to time specify in writing to the other party.

If to the Trust:

100 Fillmore Street, Suite 300
Denver, Colorado 80206
Attention: David C. Tucker, Esq.<PAGE>
PAGE 13
If to the Company:

American Partners Life Insurance Company
c/o American Express Financial Advisors Inc.
IDS Tower 10
Minneapolis, MN 55440-0010
Attention: Jim Mortensen
Manager-Product Development

With a simultaneous copy to:

American Partners Life Insurance Company
c/o American Express Financial Advisors Inc.
IDS Tower 10
Minneapolis, MN 55440-0010
Attention: Mary Ellyn Minenko
Counsel

ARTICLE VIII
Miscellaneous

8.1 The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any
of the provisions hereof or otherwise affect their construction or
effect.

8.2 this Agreement may be executed simultaneously in two or
more counterparts, each of which taken together shall constitute
one and the same instrument.

8.3 If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the
remainder of the Agreement shall not be affected thereby.

8.4 This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws of State
of Colorado. This Agreement will be subject to the provisions of
the 1933 Act, the Securities Exchange Act of 1934 and the 1940 Act,
and the rules and regulations and rulings thereunder, including
such exemptions from those statues, rules and regulations as the
Securities and Exchange commission may grant (including, but not
limited to, the Exemptive Order) and the terms hereof will be
interpreted and construed in accordance therewith.

8.5 The parties to this Agreement acknowledge and agree that
all liabilities of the Trust arising directly or indirectly, under
this Agreement, of any and every nature whatsoever, shall be
satisfied solely out of the assets of the trust and that no
Trustee, officer, agent or holder of shares of beneficial interest
of the Trust shall be personally liable for any such liabilities.

8.6 Each party shall cooperate with each other party and all
appropriate governmental authorities (including without limitation
the Securities and Exchange Commission, the National Association of
Securities Dealers, Inc., and state insurance regulators) and shall
permit such authorities reasonable access to its books and records
in connection with any investigation or inquiry relating to this
Agreement or the transactions contemplated hereby. The Trust<PAGE>
PAGE 14
agrees that the Company will have the right to inspect, audit and
copy all records pertaining to the performance of services under
this Agreement to the extent required by any state insurance
department upon reasonable notice to the Trust and during the
Trust's normal business hours.

8.7 The rights, remedies and obligations contained in this
Agreement are cumulative and are in addition to any and all rights,
remedies and obligations, at law or in equity, which the parties
hereto are entitled to under state and federal laws.

8.8 The parties to this Agreement acknowledge and agree that
this Agreement shall not be exclusive in any respect.

8.9 Neither this Agreement nor any rights or obligations
hereunder may be assigned by either party without the prior written
approval of the other party.

8.10 No provisions of this Agreement may be amended or
modified in any manner except by a written agreement properly
authorized and executed by both parties.

8.11 The Trust acknowledges that the identities of the
customers of the Company or any of its affiliates (collectively the
"Protected Parties" for purposes of this Section 8.11), information
maintained regarding those customers, and all computer programs and
procedures or other information developed or used by the Protected
Parties or any of their employees or agents in connection with the
Company's performance of its duties under this Agreement are the
valuable property of the Protected Parties. The Trust agrees that
if it comes into possession of any list or compilation of the
identities of or other information about the Protected Parties'
customers, or any other information or property of the Protected
Parties, other than such information as may be independently
developed or compiled by the Trust from information supplied to it
by the Protected Parties' customers who also maintain accounts
directly with the Trust, the Trust will hold such information or
property in confidence and refrain from using, disclosing or
distributing any of such information or other property except: (a)
with the Company's prior written consent; or (b) as required by law
or judicial process. The Trust acknowledges that any breach of the
agreements in this Section 8.11 would result in immediate and
irreparable harm to the Protected Parties for which there would be
no adequate remedy at law and agree that in the event of such a
breach, the Protected Parties will be entitled to equitable relief
by way of temporary and permanent injunctions, as well as such
other relief as any court of competent jurisdiction deems
appropriate.<PAGE>
PAGE 15
IN WITNESS WHEREOF, the parties have caused their duly
authorized officers to execute this Participation Agreement as of
the date and year first above written.

AMERICAN PARTNERS LIFE
INSURANCE COMPANY

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

/s/ Deborah E. Bielicke
Deborah E. Bielicke
Assistant Vice President<PAGE>
PAGE 16
Schedule A
Separate Accounts and Associated Contracts

Name of Separate Account and
Date Established by Contracts Funded
Board of Directors By Separate Account

APL Variable Annuity Account 1, Contract Form 32028
established February 9, 1995 Contract Form 32034-IRA
and state variations of
these forms
<PAGE>
PAGE 17
Schedule B

Portfolios of Janus Aspen Series
Available as an Investment Vehicle of the Accounts

Growth Portfolio
Worldwide Growth Portfolio

<PAGE>
PAGE 1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption
"Independent Auditors" and to the use of our reports dated February
2, 1996 on the financial statements and schedules of American
Partners Life Insurance Company and our report dated March 15, 1996
on the financial statements of APL Variable Annuity Account 1 in
Post- Effective Amendment No. 2 to the Registration Statement (Form
N-4, No. 33-57731) for the registration of the Privileged Assets
Select Annuity to be offered by American Partners Life Insurance
Company.

Ernst & Young LLP
Minneapolis, Minnesota
April 25, 1996

<PAGE>
PAGE 1
<TABLE>
<CAPTION>
AMERICAN PARTNERS LIFE INSURANCE COMPANY
SCHEDULE I - SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES ($ thousands)
AS OF DECEMBER 31, 1995

Column A Column B Column C Column D
Amount at which
Type of Investment Cost Value shown in the
balance sheet
<S> <C> <C> <C>
Fixed maturities:
Held to maturity:
United States Government and
government agencies and
authorities (a) $ 0 $ 0 $ 0
States, municipalities and
political subdivisions 0 0 0
Corporate bonds 72,281 78,867 72,281

Total held to maturity 72,281 78,867 72,281

Available for sale:
United States Government and
government agencies and
authorities (b) $ 6,193 $ 6,279 $ 6,279
States, municipalities and
political subdivisions 0 0 0
Corporate bonds 27,334 29,358 29,358

Total available for sale 33,527 $ 35,637 35,637

Total investments $ 105,808 XXXXXXXXX $ 107,918

</TABLE>
<PAGE>
PAGE 2

Report of Independent Auditors

The Board of Directors
American Partners Life Insurance Company

We have audited the financial statements of American Partners Life
Insurance Company (a wholly owned subsidiary of IDS Life Insurance
Company) as of December 31, 1995 and 1994, and for the year ended
December 31, 1995 and the period from February 18, 1994 through
December 31, 1994, and have issued our report thereon dated
February 2, 1996 (included elsewhere in this Registration
Statement).

Our audits also included the financial statement schedules listed
in Item 24(a) of this Registration Statement. These schedules are
the responsibility of the Company's management. Our responsibility
is to express an opinion based on our audits.

In our opinion, the financial statement schedules referred to
above, when considered in relation to the basic financial
statements taken as a whole, present fairly, in all material
respects, the information set forth therein.

Ernst & Young LLP
Minneapolis, Minnesota
February 2, 1996

[ARTICLE] 6
[NAME] APL Variable Annuity Account 1
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-START] DEC-05-1995
[PERIOD-END] DEC-31-1995
[PERIOD-TYPE] MONTH
[EXCHANGE-RATE] 1
[INVESTMENTS-AT-COST] 2498
[INVESTMENTS-AT-VALUE] 2500
[RECEIVABLES] 408
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 2908
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] (408)
[TOTAL-LIABILITIES] (408)
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 0
[SHARES-COMMON-STOCK] 2491
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 2500
[DIVIDEND-INCOME] 8
[INTEREST-INCOME] 0
[OTHER-INCOME] 0
[EXPENSES-NET] (2)
[NET-INVESTMENT-INCOME] 6
[REALIZED-GAINS-CURRENT] 0
[APPREC-INCREASE-CURRENT] 2
[NET-CHANGE-FROM-OPS] 8
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 2691
[NUMBER-OF-SHARES-REDEEMED] (200)
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 2500
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 0
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] (2)
[AVERAGE-NET-ASSETS] 1250
[PER-SHARE-NAV-BEGIN] 0
[PER-SHARE-NII] 0
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 0
[EXPENSE-RATIO] 0
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0

[ARTICLE] 7
[CIK] 0040937690
[NAME] American Partners Life Insurance Company
[MULTIPLIER] 1000
[CURRENCY] U.S. DOLLAR
[FISCAL-YEAR-END] DEC-31-1994 DEC-31-1995
[PERIOD-START] FEB-18-1994 JAN-01-1995
[PERIOD-END] DEC-31-1994 DEC-31-1995
[PERIOD-TYPE] 11 MONTH YEAR
[EXCHANGE-RATE] 1 1
[DEBT-HELD-FOR-SALE] 3024 35637
[DEBT-CARRYING-VALUE] 0 72281
[DEBT-MARKET-VALUE] 0 78867
[EQUITIES] 0 0
[REAL-ESTATE] 0 0
[TOTAL-INVEST] 3024 107918
[CASH] 3632 9007
[RECOVER-REINSURE] 0 0
[DEFERRED-ACQUISITION] 0 5809
[TOTAL-ASSETS] 11597 127488
[POLICY-LOSSES] 0 106985
[UNEARNED-PREMIUMS] 0 0
[POLICY-OTHER] 0 0
[POLICY-HOLDER-FUNDS] 0 934
[NOTES-PAYABLE] 0 0
[COMMON] 2500 2500
[PREFERRED-MANDATORY] 0 0
[PREFERRED] 0 0
[OTHER-SE] 8487 15145
[TOTAL-LIABILITY-AND-EQUITY] 11597 127488
[PREMIUMS] 0 0
[INVESTMENT-INCOME] 321 3329
[INVESTMENT-GAINS] 0 0
[OTHER-INCOME] 0 0
[BENEFITS] 0 2113
[UNDERWRITING-AMORTIZATION] 0 224
[UNDERWRITING-OTHER] 0 270
[INCOME-PRETAX] (227) 99
[INCOME-TAX] (33) 91
[INCOME-CONTINUING] (194) 8
[DISCONTINUED] 0 0
[EXTRAORDINARY] 0 0
[CHANGES] 0 0
[NET-INCOME] (194) 8
[EPS-PRIMARY] 0 0
[EPS-DILUTED] 0 0
[RESERVE-OPEN] 0 0
[PROVISION-CURRENT] 0 0
[PROVISION-PRIOR] 0 0
[PAYMENTS-CURRENT] 0 0
[PAYMENTS-PRIOR] 0 0
[RESERVE-CLOSE] 0 0
[CUMULATIVE-DEFICIENCY] 0 0

<PAGE>
PAGE 1
AMERICAN PARTNERS LIFE INSURANCE COMPANY
Variable Annuity Contract

POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

Each of the undersigned, as a director of American Partners Life
Insurance Company (APL), sponsor of the unit investment trust
consisting of the APL Variable Annuity Account 1 in connection with
the filing of a registration statement on Form N-4 under the
Securities Act of 1933 and the Investment Company Act of 1940,
hereby constitutes and appoints William A. Stoltzmann, Mary Ellyn
Minenko and Colleen Curran or any one of them, as his/her attorney-
in-fact and agent, to sign for him/her in his/her name, place and
stead any and all filings, applications (including applications for
exemptive relief), periodic reports, registration statements (with
all exhibits and other documents required or desirable in
connection therewith), other documents, and amendments thereto and
to file such filings, applications periodic reports, registration
statements, other documents, and amendments thereto with the
Securities and Exchange Commission, and any necessary states, and
grants to any or all of them the full power and authority to do and
perform each and every act required or necessary in connection
therewith.

/s/ Lorraine R. Hart March 20, 1996
Lorraine R. Hart

/s/ Jay C. Hatlestad March 21, 1996
Jay C. Hatlestad

/s/ Richard W. Kling March 21, 1996
Richard W. Kling

/s/ Stuart A. Sedlacek March 21, 1996
Stuart A. Sedlacek

/s/ William A. Stoltzmann March 20, 1996
William A. Stoltzmann

/s/ Melinda S. Urion March 22, 1996
Melinda S. Urion