SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM S-1

POST-EFFECTIVE AMENDMENT NUMBER 23 TO

REGISTRATION STATEMENT NO. 2-95577

IDS FLEXIBLE SAVINGS CERTIFICATE

UNDER

THE SECURITIES ACT OF 1933

IDS CERTIFICATE COMPANY
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(Exact name of registrant as specified in charter)

DELAWARE
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(State or other jurisdiction of incorporation or organization)

6725
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(Primary Standard Industrial Classification Code Number)

41-6009975
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(I.R.S. Employer Identification No.)

IDS Tower 10, Minneapolis, MN 55440-0010, (612) 671-3131
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(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

Bruce A. Kohn, IDS Tower 10, Minneapolis, MN 55440-0010 (612) 671-2221
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Explanatory Note

The first prospectus contained in Part I of the Registration Statement will be
used, with minor variations, in connection with the following Registration
Statements: 33-22503, No. 2-68296, No. 2-76193, No. 333-46683 and No. 333-9611.
In each case, the first several pages of the prospectuses vary to describe the
unique attributes of each certificate. The balance of the prospectus is almost
identical for all certificates.

IDS Flexible Savings Certificate
Prospectus
April 28, 1999

Earn competitive rates guaranteed by IDS Certificate Company for the term you
choose.

IDS Certificate Company (IDSC), a subsidiary of American Express Financial
Corporation, issues IDS Flexible Savings Certificates. You can:

o Purchase this certificate in any amount from $1,000 through $1 million.

o Select a term of six, 12, 18, 24, 30 or 36 months.

o Invest in successive terms up to a total of 20 years from the issue
date of the certificate.

Like all investment companies, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

This certificate is backed solely by the assets of IDSC. See "Risk factors" on
page 2p.

IDS Certificate Company is not a bank or financial institution, and the
securities it offers are not deposits or obligations of, or backed or guaranteed
or endorsed by, any bank or financial institution, nor are they insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board or any other
agency.

The distributor is not required to sell any specific amount of certificates.

Issuer: Distributor:
IDS Certificate Company American Express Financial Advisors Inc.
IDS Tower 10
Minneapolis, MN 55440-0010 An American Express company
800-437-3133 (toll free) or (612) 671-3800
(Minneapolis/St. Paul area)

Initial Interest Rates

IDSC guarantees a fixed rate of interest for each term. For the initial term,
the rate will be within a specified range of certain average certificates of
deposit interest rates, as published in the most recent BANK RATE MONITOR Top 25
Market AverageTM, North Palm Beach, FL 33408. See "About the certificate" for
more explanation.

Here are the interest rates in effect on April 28, 1999:

Simple Effective
interest annualized
Term rate* yield**
- ------------------------------------- ----------------------------------- -----------------------------------

6-month
- ------------------------------------- ----------------------------------- -----------------------------------

12-month
- ------------------------------------- ----------------------------------- -----------------------------------

18-month
- ------------------------------------- ----------------------------------- -----------------------------------

24-month
- ------------------------------------- ----------------------------------- -----------------------------------

30-month
- ------------------------------------- ----------------------------------- -----------------------------------
- ------------------------------------- ----------------------------------- -----------------------------------

36-month
- ------------------------------------- ----------------------------------- -----------------------------------

* These are the rates for investments under $100,000. Rates may depend on the factors described in "Rates for new purchases" and
"Promotions and pricing flexibility" under "About the certificate."

** Assuming monthly compounding.

These rates may or may not have changed when you apply to purchase your
certificate. Rates for future terms are set at the discretion of IDSC and may
also differ from the rates shown here. See "Rates for new purchases" under
"About the certificate" for more explanation.

Risk factors

You should consider the following when investing in this certificate.

This certificate is backed solely by the assets of IDSC. Most of our assets are
debt securities whose price generally falls as interest rates increase, and
rises as interest rates decrease. Credit ratings of the issuers of securities in
our portfolio vary. See "Invested and guaranteed by IDSC," "Regulated by
government," "Backed by our investments" and "Investment policies" under "How
your money is used and protected."

American Express Financial Corporation (AEFC), the parent company of IDSC,
maintains the major computer systems used by IDSC. The Year 2000 (Y2K) issue is
the result of computer programs that may recognize a date using "00" as the year
1900 rather than 2000. This could result in the failure of major systems. AEFC
and its parent company, American Express Company, began addressing the Y2K issue
in 1995 and have established a plan for resolution. See "Management's discussion
and analysis of financial condition and results of operation."

Table of contents

Initial interest rates p

Risk factors p

Contents

About the certificate p
Investment amounts and terms p
Face amount and principal p
Value at maturity p
Receiving cash during the term p
Interest p
Rates for new purchases p
Additional investments p
Promotions and pricing flexibility p

How to invest and withdraw funds p
Buying your certificate p
Two ways to make investments p
Full and partial withdrawals p
When your certificate term ends p
Transfers to other accounts p
Two ways to request a withdrawal or transfer p
Three ways to receive payment when you withdraw funds p
Retirement plans: special policies p
Withdrawal at death p
Transfer of ownership p
For more information p

Taxes on your earnings p
Retirement accounts p
Gifts to minors p
How to determine the correct TIN p
Foreign investors p
Trusts p

How your money is used and protected p
Invested and guaranteed by IDSC p
Regulated by government p
Backed by our investments p
Investment policies p

How your money is managed p
Relationship between IDSC and American
Express Financial Corporation p
Capital structure and certificates issued p
Investment management and services p
Distribution p
About American Express Service Corporation p
Transfer agent p
Employment of other American Express affiliates p
Directors and officers p
Independent auditors p
IDS Certificates p

Appendix p

Annual financial information p
Summary of selected financial information p
Management's discussion and analysis of financial
condition and results of operations p
Report of independent auditors p

Financial statements p

Notes to financial statements p

About the certificate

Read and keep this prospectus

This prospectus describes terms and conditions of your IDS Flexible Savings
Certificate. It contains facts that can help you decide if the certificate is
the right investment for you. Read the prospectus before you invest and keep it
for future reference. No one has the authority to change the terms and
conditions of the IDS Flexible Savings Certificate as described in the
prospectus, or to bind IDSC by any statement not in it.

Investment amounts and terms

You may purchase the IDS Flexible Savings Certificate in any amount from $1,000
payable in U.S. currency. Unless you receive prior approval from IDSC, your
total amount paid in over the life of the certificate, less withdrawals, cannot
exceed $1 million.

After determining the amount you wish to invest, you select a term of six, 12,
18, 24, 30 or 36 months for which IDSC will guarantee an interest rate. IDSC
guarantees your principal and interest. Generally, you will be able to select
any of the terms offered. But if your certificate is nearing its 20-year
maturity, you will not be allowed to select a term that would carry the
certificate past its maturity date.

The certificate may be used as an investment for your Individual Retirement
Account (IRA),401(k) plan account or other qualified retirement plan account. If
so used, the amount of your contribution (investment) will be subject to any
limitations of the plan and applicable federal law.

Face amount and principal

The face amount of the certificate is the amount of your initial investment, and
will remain the same over the life of the certificate. Any investment or
withdrawal within 15 days of the end of a term will be added on or deducted to
determine principal for the new term. A withdrawal at any other time is taken
first from interest credited to your investment during that term. The principal
is the amount that is reinvested at the beginning of each subsequent term, and
is calculated as follows:

Principal equals Face amount (initial investment)
plus At the end of a term, interest credited to your account during the term
minus Any interest paid to you in cash plus Any additional investments to your
certificate minus Any withdrawals, fees and applicable penalties.

Principal may change during a term as described in "Add-on feature" and "Full
and partial withdrawals."

For example: Assume your initial investment (face amount) of $5,000 has earned
$75 of interest during the term. You have not taken any interest as cash, or
made any withdrawals. You have invested an additional $2,500 prior to the
beginning of the next term. Your principal for the next term will equal:

$5,000.00 Face amount (initial investment)
plus $75.00 Interest credited to your account
minus ($0.00) Interest paid to you in cash
plus $2,500.00 Additional investment to your certificate
minus ($0.00) Withdrawals and applicable penalties or fees
============
$7,575.00 Principal at the beginning of the next term.

Value at maturity

You may continue to invest for successive terms for up to a total of 20 years.
Your certificate matures at 20 years from its issue date. At maturity, you will
receive a distribution for the value of your certificate, which will be the
total of your purchase price, plus additional investments and any credited
interest not paid to you in cash, less any withdrawals and penalties. Certain
other fees may apply as described in "How to invest and withdraw funds."

Receiving cash during the term

If you need your money before your certificate term ends, you may withdraw part
or all of its value at any time, less any penalties that apply. Procedures for
withdrawing money, as well as conditions under which penalties apply, are
described in "How to invest and withdraw funds."

Interest

Your investments earn interest from the date they are credited to your account.
Interest is compounded and credited at the end of each certificate month (on the
monthly anniversary of the issue date).

IDSC declares and guarantees a fixed rate of interest for each term during the
life of your certificate. We calculate the amount of interest you earn each
certificate month by:

o applying the interest rate then in effect to your balance each day;

o adding these daily amounts to get a monthly total; and

o subtracting interest accrued on any amount you withdraw during the
certificate month.

Interest is calculated on a 30-day month and 360-day year basis.

This certificate may be available through other distributors or selling agents
with different interest rates or related features and consequently with
different returns. You may obtain information about any such other distributors
or selling agents by calling 800-_______.

Rates for new purchases

When your application is accepted and we have received your initial investment,
we will send you a confirmation of your purchase showing the rate that your
investment will earn. IDSC guarantees that when rates for new purchases take
effect, the rates will be within a range based on the average interest rates
then published in the BANK RATE MONITOR Top 25 Market AverageTM (the BRM
Average).

In the case of the six-, 12-, 24- and 30-month terms IDSC guarantees that, for
purchases of certificates for less than $100,000, your rate for your initial
term will be 15 basis points (.15%) below to 85 basis points (.85%) above such
rates for comparable length certificates of deposit (CDs). In the case of these
terms, for purchases of certificates for $100,000 or more, IDSC guarantees that
your rate for your initial term will be within a range of zero-100 basis points
above such rates for comparable length certificates of deposit.

In the case of the 18-month term, because the BRM Average doesn't typically
publish rates for comparable length certificates of deposit, IDSC guarantees
that, for purchases of certificates for less than $100,000, the rate for your
initial term will be within a range of five below to 95 basis points above the
rates for the 12-month certificates of deposit. In the case of the 18-month
term, for purchases of certificates of $100,000 or more, IDSC guarantees that
your rate for your initial term will be within a range of 10-110 basis points
above the rates for the 12-month certificates of deposit.

In the case of the 36-month term, because the BRM Average doesn't typically
publish rates for comparable length certificates of deposit, IDSC guarantees
that, for purchases of certificates for less than $100,000, the rate for your
initial term will be within five below to 95 basis points above the rates for
the 30-month certificate of deposit. In the case of the 36-month term, for
purchases of certificates of $100,000 or more, IDSC guarantees that your rate
for your initial term will be within 10-110 basis points above the rates for the
30-month certificates of deposit. For example, if the rate most recently
published in the BRM Average with respect to the 30-month certificate of deposit
is 4.80% our rates in effect for that week for 36-month terms would be between
4.75% and 5.75% for purchases for less than $100,000.

However, IDSC guarantees that, for persons who have received a special
promotional coupon from IDSC for purchase of a Flexible Savings Certificate with
an initial term of six, 12, 24 or 30 months and have satisfied any requirement
stated in the coupon, when rates for new purchases take effect, the rate for the
initial term will be within a range from 100 basis points (1%) to 200 basis
points (2%) above the average interest rate published for comparable length CDs
in the BRM Average. Similarly, IDSC guarantees that, for persons who have
received a special promotional coupon from IDSC for purchase of a Flexible
Savings Certificate with an initial term of 18 or 36 months and have satisfied
the conditions in the coupon, when rates for new purchases take effect, the rate
for an initial term of 18 or 36 months will be within a range from 100 basis
points (1%) to 200 basis points (2%) above the average interest rate published
for 12-month CDs or 30-month CDs, respectively, in the BRM Average. For example,
the coupon may require that you make a minimum investment and that you are not
an existing client of American Express Financial Corporation (AEFC), American
Express Financial Advisors Inc., or another subsidiary of AEFC. AEFC will select
persons to receive the coupon based on a business strategy to build
relationships with new clients in selected market segments who AEFC believes
meet threshold requirements for such factors as household income and home
values. From time to time coupons may be sent only to persons who both fit this
strategy and live in particular parts of the country or are affiliated with
particular organizations such as an automobile club.

For your initial term, IDSC may offer certificates with different terms than
those described above. Such terms may be from seven, 11, 13, 19, 25, 31 or 37
months. For these terms, IDSC guarantees that, for purchases of certificates for
less than $100,000, your rate for your initial term will be within a range of
50-150 basis points above the rates published in the BRM Average for the
certificates of deposit specified above that have the maturity that is closest
to the term of the IDS certificate in question. If two different BRM Averages
have the closest maturities, we will use the longest maturity that is shorter
than the term of the IDS certificate in question. For purchases of certificates
of $100,000 or more, the range for your initial term will be 65-165 basis points
above the same rate. For example, in the case of a seven-month term, IDSC
guarantees that, for purchases of certificates less than $100,000, your rate for
your initial term will be within a range of 50-150 basis points above the rates
for the six-month certificates of deposit, and for purchases of certificates for
$100,000 or more, your rate for your initial term will be within a range of
65-165 basis points above the rates for the six-month certificates of deposit.
Purchase of a certificate in one of these special offers may result in a later
term of less than six months in order to permit your certificate to mature 20
years from its issue date. IDSC may limit the offering of these certificates to
persons who have received a coupon as a promotion, based on a business strategy
to build relationships with new clients in related market segments or persons
who AEFC believes meet threshold requirements for such factors as household
income and home values or persons who fit this strategy and live in particular
areas of the country or are affiliated with particular organizations. IDSC may
also offer different rates or terms to new clients, existing clients, or to
individuals who have purchased other products or used other

services of American Express Company or its subsidiaries, and may offer some
terms only in selected distribution channels. We also may offer different rates
based on your amount invested, your geographic location and whether the
certificate is purchased for an IRA or for a qualified retirement account.

The BANK RATE MONITOR is a weekly magazine published in North Palm Beach, FL
33408, by Advertising News Service Inc., an independent national news
organization that collects and disseminates information about bank products and
interest rates. Advertising News Service Inc. has no connection with IDSC, AEFC
or any of their affiliates.

The BRM Average is an index of rates and annual effective yields offered on
various length certificates of deposit by large banks and thrifts in 25
metropolitan areas. The frequency of compounding varies among the banks and
thrifts. Certificates of deposit in the BRM Average are government insured
fixed-rate time deposits.

The BANK RATE MONITOR may be available in your local library. To obtain
information on current BRM Average rates, call the Client Service Organization
at the telephone numbers listed on the back cover between 8 a.m. and 6 p.m. your
local time.

Rates for new purchases are reviewed and may change weekly. Normally, the rate
you receive will be the higher of:

o the rate in effect for your chosen term on the date of your
application; or

o the rate in effect on the date your application is accepted by IDSC.

However, if your application bears a date more than seven days before its
receipt by IDSC, the rate you receive will be the higher of:

o the rate in effect on the date your application is accepted by IDSC; or

o the rate in effect seven days before receipt.

Except for specific promotions, IDSC guarantees an initial rate 25 basis points
above the rate offered to the general public on this IDS certificate if it is
purchased by using the CD transfer service offered by American Express Financial
Advisors Inc. to help you transfer money from a bank or thrift CD account into
IDSC investments. Consequently, the highest and lowest rate in the range of
rates for initial terms of such certificates purchased using the CD transfer
service will be 25 basis points higher than the comparable rates described at
the beginning of this section for ranges of rates for initial terms. To be
eligible for this rate, you must transfer at least $10,000 from a CD account to
IDSC to purchase one or more IDS Cash Reserve Certificates and/or IDS Flexible
Saving Certificates, and this rate will only apply to those certificates.

Except for specific promotions, IDSC guarantees active or retired AEFC
employees, IDSC's directors, American Express financial advisors, their
immediate families and any U.S. employee of any affiliated company of IDSC an
initial rate 75 basis points above the rate offered to the general public,
reflecting the lower distribution costs associated with such sales.
Consequently, the highest and lowest rate in the range of rates for initial
terms of such certificates purchased at the employee rate will be 75 basis
points higher than the comparable rates described at the beginning of this
section for ranges of rates for initial terms.

Rates for future terms: Interest on your certificate for future terms may be
greater or less than the rates you receive during your first term. In setting
future interest rates, a primary consideration will be the prevailing investment
climate, including certificate of deposit yields as reflected in the BRM
Average. Nevertheless, we have complete discretion as to what interest rate
shall be declared beyond the initial term. At least six days in advance of each
term, we will send you notice of the rate that your certificate will earn for
that term. If the BRM Average is no longer publicly available or feasible to
use, IDSC may use another, similar index as a guide for setting rates.

Performance: From February 199__ through February 199__, IDS Flexible Savings
Certificate one year yields were generally higher than average bank and thrift
one year certificate of deposit yields and Super NOW accounts, as measured by
the BRM Average.

Yields from February 199__ through February 199__

6% _________IDS Flexible Savings Certificate - 1 year

4% .........Certificate of Deposit - 1 year

Two lines comparing the yields for one-year IDS Flexible
Savings Certificate against those of one-year certificates
of deposit with Flexible's yield generally above the CD's

`92 `93 `94 `95 `96 `97 `98

The graph compares past yields and should not be considered a prediction of
future performance.

Promotions and pricing flexibility

We also may offer different rates based on your amount invested, geographic
location and whether the certificate is purchased for an IRA or a qualified
retirement account.

These promotions will generally be for a specified period of time. If we offer a
promotion, the rates for new purchases will be within the range of rates
described under "Rates for new purchases."

Additional investments

You may make investments within 15 calendar days after the end of a term (the
grace period). Investments added to your certificate during the grace period
will increase the principal balance for purposes of the 25% add-on feature
described below and the 10% withdrawal feature described under "Full and partial
withdrawals." Additional investments may be in any amount so long as your total
investment, less withdrawals, does not exceed $1 million (unless you receive
prior authorization from IDSC to invest more). You will earn interest on
additional investments from the date we accept them. IDSC will send a
confirmation of additional investments.

Add-on feature: You may also add to your certificate during the term. These
additional investments may not exceed 25% of the certificate's initial principal
balance at the end of the grace period. This principal includes the balance at
the end of the previous term, plus or minus any deposits or withdrawals during
the grace period.

Any add-on or withdrawal during the grace period will change the principal
amount used to determine the amount available for the 25% add-on feature.

For example, suppose your original balance is $9,000. During the grace period,
you add $1,000. At any time during the current term, you could add up to 25% of
principal ($9,000 + $1,000 = $10,000), or $2,500 to your certificate.

The interest rate for these additional investments is the rate then in effect
for your account. If your additional investment increases the principal of your
certificate so that your certificate's principal has exceeded a break point for
a higher interest rate, the certificate will earn this higher interest rate for
the remainder of the term, from the date the additional investment is accepted.

How to invest and withdraw funds

Buying your certificate

Important: When you open an account, you must provide IDSC with your correct
Taxpayer Identification Number (TIN), which is either your Social Security or
Employer Identification number. See "Taxes on your earnings."

Purchase policies:
o Investments must be received and accepted in the Minneapolis headquarters
on a business day before 3 p.m. Central time to be included in your account
that day. Otherwise your purchase will be processed the next business day.

o You have 15 days from the date of purchase to cancel your investment
without penalty by either writing or calling the Client Service
Organization at the address or phone number on the back of this prospectus.
If you decide to cancel your certificate within this 15-day period, you
will not earn any interest.

o If you purchase a certificate with a personal check or other non-guaranteed
funds, AEFC will wait one day for the process of converting your check to
federal funds (e.g., monies of member banks within the Federal Reserve
Bank) before your purchase will be accepted and you begin earning interest.

o IDSC has complete discretion to determine whether to accept an application
and sell a certificate.

A number of special policies apply to purchases, withdrawals and exchanges
within IRAs, 401(k) plans and other qualified retirement plans. See "Retirement
plans: special policies."

Two ways to make investments

1
By mail

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

Regular mail: Express mail:
American Express American Express
Financial Advisors Inc. Financial Advisors Inc.
Client Service Organization Client Service Organization
IDS Tower 10 733 Marquette Ave.
Minneapolis, MN 55440-0010 Minneapolis, MN 55440-0010

2
By wire

If you have an established account, you may wire money to:

Norwest Bank Minneapolis
Routing No. 091000019
Minneapolis, MN
Attn: Domestic Wire Dept.

Give these instructions: Credit Account #00-30-015 for personal account # (your
account number) for (your name).

If this information is not included, the order may be rejected and all money
received, less any costs IDSC incurs, will be returned promptly.

o Minimum amount you may wire: $1,000.

o Wire orders can be accepted only on days when your bank, AEFC, IDSC and
Norwest Bank Minneapolis are open for business.

o Wire purchases are completed when wired payment is received and we accept the
purchase.

o Bank wire purchases are not sent until the next business day.

o Wire investments must be received and accepted in the Minneapolis headquarters
on a business day before 3 p.m. Central time to be credited that day. Otherwise
your purchase will be processed the next business day.

o IDSC,AEFC and its other subsidiaries are not responsible for any delays that
occur in wiring funds, including delays in processing by the bank.

o You must pay any fee the bank charges for wiring.

Full and partial withdrawals

You may withdraw your certificate for its full value or make a partial
withdrawal of $100 or more at any time. If you purchase this certificate for an
IRA, 401(k) or other retirement plan account, early withdrawals or cash payments
of interest taken prematurely may be subject to IRS penalty taxes.

o Complete withdrawal of your certificate is made by giving us proper
instructions.

To complete these transactions, see "Two ways to request a withdrawal or
transfer."

o If your withdrawal request is received in the Minneapolis headquarters on a
business day before 3 p.m. Central time, it will be processed that day and
payment will be sent the next business day. Otherwise, your request will be
processed one business day later.

o Full and partial withdrawals of principal are subject to penalties,
described below.

o Interest payments in cash may be sent to you at the end of each certificate
month, quarter, or on a semiannual or annual basis.

o If a withdrawal reduces your account value to a point where we pay a lower
interest rate, you will earn the lower rate from the date of the
withdrawal.

o You may not otherwise make a partial withdrawal if it would reduce your
certificate balance to less than $1,000. If you request such a withdrawal,
we will contact you for revised instructions.

o Scheduled partial withdrawals may be made monthly, quarterly, semiannually,
annually and at term end.

o Withdrawals before the end of the certificate month will result in loss of
accrued interest on the amount withdrawn. You'll get the best result by
timing a withdrawal at the end of the certificate month.

Penalties for early withdrawal during a term: When you request a full or partial
withdrawal, we pay the amount you request:

o first from interest credited during the current term;

o then from the principal of your certificate.

Any additional investments or withdrawals during a term are added to or deducted
from the principal and are used in determining any withdrawal charges.

You may not make a partial withdrawal if it would reduce your certificate
balance to less than $1,000. If you request such a withdrawal, we will contact
you for revised instructions.

Withdrawal penalties: For withdrawals during the term of more than the interest
credited that term and over 10% of the certificate's principal, a 2% withdrawal
penalty will be deducted from the account's remaining balance.

For example, assume you invest $20,000 in a certificate and select a two-year
term. A little over a year later assume you have earned $1,600 in interest. The
following demonstrates how the withdrawal charge is deducted:

When you withdraw a specific amount of money, we would have to withdraw somewhat
more from your account to cover the withdrawal charge. For instance, suppose you
request a $5,000 check. The first $1,600 paid to you is interest earned that
term, the next $2,000 is 10% of principal, and not subject to the withdrawal
penalty, and the remaining $1,400 paid to you is principal over the 10% limit.
We would send you a check for $5,000 and deduct a withdrawal charge of $28.00
($1,400 x 2%) from the remaining balance of your certificate account. Your new
balance would be $16,572 ($21,600 - $5,028).

Total investments $20,000.00
Interest credited $ 1,600.00
-----------
Total balance $21,600.00

Requested check $5,000.00
Credited interest withdrawn ($1,600.00)
10 percent of principal -- not subject to penalty ($2,000.00)
-----------

Remaining portion of requested withdrawal - subject to penalty $1,400.00
Withdrawal penalty percent 2.00%
Actual withdrawal penalty $ 28.00

Balance prior to withdrawal $21,600.00
Requested withdrawal check ($5,000.00)
Withdrawal penalty ($ 28.00)
-------------
Total balance after withdrawal $16,572.00

Additionally, if you withdraw during a certificate month, you will not earn
interest for the month on the amount withdrawn.

Penalty exceptions: There is never a penalty for withdrawal of interest. In
addition, you may withdraw up to 10% of your principal during the term without a
withdrawal penalty. The principal available for the 10% no-penalty withdrawal
feature is the balance in the certificate at the beginning of the term plus or
minus any deposits or withdrawals made during the grace period.

The following example demonstrates how this feature works:

Suppose your certificate balance is $1,000. During the grace period you add
$500, bringing the principal to $1,500. At any time during the term you could
withdraw up to $150 of principal with no penalty.

Any additional investments or withdrawals following the grace period will not
change the principal amount used to determine the amount available for the 10%
no-penalty withdrawal feature.

The 2% penalty is waived upon death of the certificate owner. We will also waive
withdrawal penalties on withdrawals for IRA certificate accounts for your
required distributions. See "Retirement plans: special policies" below.

For more information on withdrawal charges, talk with your American Express
financial advisor or call the Client Service Organization at the number on the
back cover.

When your certificate term ends

Shortly before the end of the term you have selected for your certificate, we
will send you a notice indicating the interest rate that will apply to the
certificate for the new term. When your certificate term ends we will
automatically renew your certificate for the standard term (six, 12, 24, 30 or
36 month) nearest in length to your initial term. If your initial term is
equidistant from two standard terms, we will automatically renew your
certificate to the term with the longest maturity that is shorter than your
initial term. If you wish to select a different term, you must notify us in
writing before the end of the grace period. You will not be allowed to select a
term that would carry the certificate past its maturity date.

The interest rates that will apply to your new term will be those in effect on
the day the new term begins. We will send you a confirmation showing the rate of
interest that will apply to the new term you have selected. This rate of
interest will not be changed during that term.

If you want to withdraw your certificate without a withdrawal charge, you must
notify us within 15 calendar days following the end of a term. However, you will
lose any interest accrued since the end of the term.

You may also add to your investment within the 15 calendar days following the
end of your term. See "Additional investments" under "About the certificate."

Other full and partial withdrawal policies:

o If you request a partial or full withdrawal of a certificate recently
purchased or added to by a check or money order that is not guaranteed, we
will wait for your check to clear. Please expect a minimum of 10 days from
the date of your payment before IDSC mails a check to you. We may mail a
check earlier if the bank provides evidence that your check has cleared.

o If your certificate is pledged as collateral, any withdrawal will be
delayed until we get approval from the secured party.

o Any payments to you may be delayed under applicable rules, regulations
or orders of the SEC.

Transfers to other accounts

You may transfer part or all of your certificate to any other IDS certificate or
into another new or existing American Express Financial Advisors Inc. account
that has the same ownership (subject to any terms and conditions that may
apply).

Two ways to request a withdrawal or transfer

1
By phone

o Call the Client Service Organization at the telephone numbers listed on the
back cover.

o Maximum phone request: $50,000.

o Transfers into an American Express Financial Advisors Inc. account with the
same ownership.

o A telephone withdrawal request will not be allowed within 30 days of a
phoned-in address change.

o We will honor any telephone withdrawal or transfer request and will use
reasonable procedures to confirm authenticity.

You may request that telephone withdrawals not be authorized from your account
by writing the Client Service Organization.

2
By mail

Send your name, account number and request for a withdrawal or transfer to:

Regular mail:
American Express Financial Advisors Inc.
Client Service Organization
IDS Tower 10
Minneapolis, MN 55440-0010

Express mail:
American Express Financial Advisors Inc.
Client Service Organization
733 Marquette Ave.
Minneapolis, MN 55440-0010

Written requests are required for:

o Transactions over $50,000.

o Pension plans and custodial accounts where the minor has reached the age at
which custodianship should terminate.

o Transfers to another American Express Financial Advisors Inc. account with
different ownership (all current registered owners must sign the request).

Three ways to receive payment when you withdraw funds

1
By regular or express mail

o Mailed to address on record; please allow seven days for mailing.

o Payable to name(s) you requested.

o We will be charge a fee if you request express mail delivery. We will
deduct the fee from your remaining certificate balance, provided that
balance would not be less than $1,000. If the balance would be less than
$1,000, we will deduct the fee from the proceeds of the withdrawal.

2
By wire

o Minimum wire withdrawal: $1,000.

o Request that money be wired to your bank.

o Bank account must be in same ownership as IDSC account.

o Pre-authorization required. Complete the bank wire authorization section in
the application [or use a form supplied by your American Express financial
advisor]. All registered owners must sign.

o We may deduct a service fee from your balance (for partial withdrawals)
or from the proceeds of a full withdrawal.

3
By electronic transfer

o Available only for pre-authorized scheduled partial withdrawals and other
full or partial withdrawals.

o No charge.

o Deposited electronically in your bank account.

o Allow two to five business days from request to deposit.

Retirement plans: special policies

o If the certificate is purchased for a 401(k) plan or other qualified
retirement plan account, the terms and conditions of the certificate apply
to the plan as the owner of this certificate. However, the terms of the
plan, as interpreted by the plan trustee or administrator, will determine
how a participant's individual account under the plan is administered.
These terms may differ from the terms of the certificate.

o If your certificate is held in a Custodial Retirement Plan (or Keogh plan),
special rules may apply at maturity. If no other investment instructions
are provided directing how to handle your certificate at maturity, the full
value of the certificate will automatically transfer to a new or existing
cash management account according to rules outlined in the Custodial
Retirement Plan document.

o The annual custodial fee for IRA or non-401(k) qualified retirement plans
may be deducted from your certificate account. It may reduce the amount
payable at maturity or the amount received upon an early withdrawal.

o Retirement plan withdrawals may be subject to withdrawal penalties or loss
of interest even if they are not subject to federal tax penalties.

o We will waive withdrawal penalties on withdrawals for IRA certificate
accounts for your required distributions.

o If you withdraw all funds from your last account in an IRA at American
Express Trust Company, a termination fee will apply as set out in Your
Guide to IRAs, the IRS disclosure information received when you opened your
account.

o The IRA termination fee will be waived if a withdrawal occurs after you
have reached age 70 1/2 or upon the owner's death.

Withdrawal at death

If a certificate is surrendered upon the client's death, any applicable
surrender charge will be waived. In addition, if an IRA termination fee is
applicable, it will also be waived.

Transfer of ownership

While this certificate is not negotiable, IDSC will transfer ownership upon
written notification to our Client Service Organization. However, if you have
purchased your certificate for an IRA, 401(k) plan or other qualified retirement
plan, you may be unable to transfer or assign the certificate without losing the
account's favorable tax status. Please consult your tax advisor.

For more information

For information on purchases, withdrawals, exchanges, transfers of ownership,
proper instructions and other service questions regarding your certificate,
please consult your American Express financial advisor or call the Client
Service Organization at the telephone numbers listed on the back cover.

Taxes on your earnings

Interest on your certificate is taxable when credited to your account. Each
calendar year we provide the certificate account owner and the IRS with reports
of all earnings over $10 (Form 1099). Withdrawals are reported to the
certificate account owner and the IRS on Form 1099-B, Proceeds from Broker
Transactions.

Retirement accounts

If you are using the certificate as an investment for an IRA, 401(k) plan
account or other qualified retirement plan account, income tax rules for your
IRA or qualified plan apply. Generally, you will pay no income taxes on your
investment's earnings -- and, in many cases, on part or all of the investment
itself -- until you begin to make withdrawals.

IDSC will withhold federal income taxes of 10% on IRA withdrawals unless you
tell us not to. IDSC is required to withhold federal income taxes of 20% on most
other qualified plan distributions, unless the distribution is directly rolled
over to another qualified plan or IRA.

Withdrawals from retirement accounts are generally subject to a penalty tax of
10% by the IRS if you make them before age 59 1/2, unless you are disabled or if
they are made by your beneficiary in the event of your death. Other exceptions
may also apply. Also, withdrawals of principal during a certificate month may be
subject to the certificate's provision for loss of interest.

Consult your tax advisor to see how these rules apply to you before you request
a distribution from your plan or IRA.

Gifts to minors

The certificate may be given to a minor under either the Uniform Gifts or
Uniform Transfers to Minors Act (UGMA/UTMA), whichever applies in your state.
UGMAs/UTMAs are irrevocable. Generally, under federal tax laws, income over
$1,200 on property owned by children under age 14 will be taxed at the parents'
marginal tax rate, while income on property owned by children 14 or older will
be taxed at the child's rate.

Your TIN and backup withholding: As with any financial account you open, you
must list your current and correct TIN, which is either your Social Security or
Employer Identification Number. You must certify your TIN under penalties of
perjury on your application when you open an account.

If you don't provide the correct TIN, you could be subject to backup withholding
of 31% of your interest earnings. You could also be subject to further
penalties, such as:

o a $50 penalty for each failure to supply your correct TIN;

o a civil penalty of $500 if you make a false statement that results in
no backup withholding; and

o criminal penalties for falsifying information.

You could also be subject to backup withholding because you failed to report
interest on your tax return as required.

To help you determine the correct TIN to use on various types of accounts,
please use this chart:

How to determine the correct TIN

For this type of account: Use the Social Security or Employer Identification
Number of:

- ------------------------------------------------------- -----------------------------------------------------

Individual or joint account The individual or one of the individuals listed on
the account

- ------------------------------------------------------- -----------------------------------------------------
- ------------------------------------------------------- -----------------------------------------------------

Custodian account of a minor The minor
(Uniform Gifts/Transfers to Minors Act)

A living trust The grantor-trustee
(the person who puts the money into the trust)

An irrevocable trust, pension trust or estate The legal entity
(not the personal representative or trustee, unless
no legal entity is designated in the account title)

- ------------------------------------------------------- -----------------------------------------------------

Sole proprietorship The owner

Partnership The partnership

Corporate The corporation

Association, club or tax-exempt organization The organization

- ------------------------------------------------------- -----------------------------------------------------

For details on TIN requirements, ask your financial advisor or local American
Express Financial Advisors Inc. office for federal Form W-9, "Request for
Taxpayer Identification Number and Certification."

Foreign investors

If you are not a citizen or resident of the United States (nonresident alien),
you must supply IDSC with Form W-8, Certificate of Foreign Status when you
purchase your certificate. You must resupply it every three years. You must also
supply both a current mailing address and an address of foreign residency, if
different. IDSC will not accept purchases of certificates by nonresident aliens
without an appropriately certified Form W-8 (or approved substitute). Also, if
you do not supply Form W-8 you will be subject to backup withholding on interest
payments and withdrawals.

Interest on the certificate is "portfolio interest" as defined in U.S. Internal
Revenue Code Section 871(h) if earned by a nonresident alien. Even though your
interest income is not taxed by the U.S. government, it will be reported at year
end to you and to the U.S. government on a Form 1042S, Foreign Person's U.S.
Source Income Subject to Withholding. The United States participates in various
tax treaties with foreign countries, which provide for sharing of tax
information.

Estate tax: If you are a nonresident alien and you die while owning a
certificate, then, depending on the circumstances, IDSC generally will not act
on instructions with regard to the certificate unless IDSC first receives, at a
minimum, a statement from persons IDSC believes are knowledgeable about your
estate. The statement must be in a form satisfactory to IDSC and must tell us
that, on your date of death, your estate did not include any property in the
United States for U.S. estate tax purposes. In other cases, we generally will
not take action regarding your certificate until we receive a transfer
certificate from the IRS or evidence satisfactory to [IDSC/the Issuer] that the
estate is being administered by an executor or administrator appointed,
qualified and acting within the United States. In general, a transfer
certificate requires the opening of an estate in the United States and provides
assurance that the IRS will not claim your certificate to satisfy estate taxes.

Trusts

If the investor is a trust, the policies and procedures described above will
apply with regard to each grantor who is a nonresident alien.

Important: The information in this prospectus is a brief and selective summary
of certain federal tax rules that apply to this certificate and is based on
current law and practice. Tax matters are highly individual and complex.
Investors should consult a qualified tax advisor about their own position.

How your money is used and protected

Invested and guaranteed by the Issuer

IDSC, a wholly owned subsidiary of AEFC, issues and guarantees the IDS Flexible
Savings Certificate. We are by far the largest issuer of face amount
certificates in the United States, with total assets of more than $____ billion
and a net worth in excess of $____ million on Dec. 31, 1998.

We back our certificates by investing the money received and keeping the
invested assets on deposit. Our investments generate interest and dividends, out
of which we pay:

o interest to certificate owners; and

o various expenses, including taxes, fees to AEFC for advisory and other
services, distribution fees to American Express Financial Advisors Inc. and
American Express Service Corporation (AESC), and selling agent fees to
selling agents.

For a review of significant events relating to our business, see "Management's
discussion and analysis of financial condition and results of operations." No
national rating agency rates our certificates.

Most banks and thrifts offer investments known as certificates of deposit (CDs)
that are similar to our certificates in many ways. Early withdrawals of bank CDs
often result in penalties. Banks and thrifts generally have federal deposit
insurance for their deposits and lend much of the money deposited to
individuals, businesses and other enterprises. Other financial institutions and
some insurance companies may offer investments with comparable combinations of
safety and return on investment.

Regulated by government

Because the IDS Flexible Savings Certificate is a security, its offer and sale
are subject to regulation under federal and state securities laws. (The IDS
Flexible Savings Certificate is a face-amount certificate. It is not a bank
product, an equity investment, a form of life insurance or an investment trust.)

The federal Investment Company Act of 1940 requires us to keep investments on
deposit in a segregated custodial account to protect all of our outstanding
certificates. These investments back the entire value of your certificate
account. Their amortized cost must exceed the required carrying value of the
outstanding certificates by at least $250,000. As of Dec. 31, 1998, the
amortized cost of these investments exceeded the required carrying value of our
outstanding certificates by more than $___ million. The law requires us to use
amortized cost for these regulatory purposes. In general, amortized cost is
determined by systematically increasing the carrying value of a security if
acquired at a discount, or reducing the carrying value if acquired at a premium,
so that the carrying value is equal to maturity value on the maturity date.

Backed by our investments

Our investments are varied and of high quality. This was the composition of our
portfolio as of Dec. 31, 1998:

Type of investment Net amount invested

Government agency bonds
Corporate and other bonds
Preferred stocks
Mortgages
Cash and cash equivalents
Municipal bonds

As of Dec. 31, 1998 about __% of our securities portfolio (including bonds and
preferred stocks) is rated investment grade. For additional information
regarding securities ratings, please refer to Note 3B in the financial
statements.

Most of our investments are on deposit with American Express Trust Company,
Minneapolis, although we also maintain separate deposits as required by certain
states. American Express Trust Company is a wholly owned subsidiary of AEFC.
Copies of our Dec. 31, 1998 schedule of Investments in Securities of
Unaffiliated Issuers are available upon request. For comments regarding the
valuation, carrying values and unrealized appreciation (depreciation) of
investment securities, see Notes 1, 2 and 3 to the financial statements.

Investment policies

In deciding how to diversify the portfolio -- among what types of investments in
what amounts -- the officers and directors of IDSC use their best judgment,
subject to applicable law. The following policies currently govern our
investment decisions:

Debt securities-
Most of our investments are in debt securities as referenced in the table in
"Backed by our investments" under "How your money is used and protected."

The price of bonds generally falls as interest rates increase, and rises as
interest rates decrease. The price of a bond also fluctuates if its credit
rating is upgraded or downgraded. The price of bonds below investment grade may
react more to whether a company can pay interest and principal when due than to
changes in interest rates. They have greater price fluctuations, are more likely
to experience a default, and sometimes are referred to as junk bonds. Reduced
market liquidity for these bonds may occasionally make it more difficult to
value them. In valuing bonds, IDSC relies both on independent rating agencies
and the investment manager's credit analysis. Under normal circumstances, at
least 85% of the securities in IDSC's portfolio will be rated investment grade,
or in the opinion of IDSC's investment advisor will be the equivalent of
investment grade. Under normal circumstances, IDSC will not purchase any
security rated below B- by Moody's Investors Service, Inc. or Standard & Poor's
Corporation. Securities that are subsequently downgraded in quality may continue
to be held by IDSC and will be sold only when IDSC believes it is advantageous
to do so.

As of Dec. 31, 1998, IDSC held about __% of its investment portfolio (including
bonds, preferred stocks and mortgages) in investments rated below investment
grade.

Purchasing securities on margin -
We will not purchase any securities on margin or participate on a joint basis or
a joint-and-several basis in any trading account in securities.

Commodities -
We have not and do not intend to purchase or sell commodities or commodity
contracts except to the extent that transactions described in "Financial
transactions including hedges" in this section may be considered commodity
contracts.

Underwriting -
We do not intend to engage in the public distribution of securities issued by
others. However, if we purchase unregistered securities and later resell them,
we may be considered an underwriter (selling securities for others) under
federal securities laws.

Borrowing money -
From time to time we have established a line of credit with banks if management
believed borrowing was necessary or desirable. We may pledge some of our assets
as security. We may occasionally use repurchase agreements as a way to borrow
money. Under these agreements, we sell debt securities to our lender, and
repurchase them at the sales price plus an agreed-upon interest rate within a
specified period of time.

Real estate -
We may invest in limited partnership interests in limited partnerships that
either directly, or indirectly through other limited partnerships, invest in
real estate. We may invest directly in real estate. We also invest in mortgage
loans secured by real estate. We expect that investments in real estate, either
directly or through a subsidiary of IDSC, will be less than five percent of
IDSC's assets.

Lending securities -
We may lend some of our securities to broker-dealers and receive cash equal to
the market value of the securities as collateral. We invest this cash in
short-term securities. If the market value of the securities goes up, the
borrower pays us additional cash. During the course of the loan, the borrower
makes cash payments to us equal to all interest, dividends and other
distributions paid on the loaned securities. We will try to vote these
securities if a major event affecting our investment is under consideration. We
expect that outstanding securities loans will not exceed 10 percent of IDSC's
assets.

When-issued securities-
Some of our investments in debt securities are purchased on a when-issued or
similar basis. It may take as long as 45 days or more before these securities
are available for sale, issued and delivered to us. We generally do not pay for
these securities or start earning on them until delivery. We have established
procedures to ensure that sufficient cash is available to meet when-issued
commitments. When-issued securities are subject to market fluctuations and they
may affect IDSC's investment portfolio the same as owned securities.

Financial transactions including hedges-
We buy or sell various types of options contracts for hedging purposes or as a
trading technique to facilitate securities purchases or sales. We may buy
interest rate caps for hedging purposes. These pay us a return if interest rates
rise above a specified level. If interest rates do not rise above a specified
level, the interest rate caps do not pay us a return. IDSC may enter into other
financial transactions, including futures and other derivatives, for the purpose
of managing the interest rate exposures associated with IDSC's assets or
liabilities. Derivatives are financial instruments whose performance is derived,
at least in part, from the performance of an underlying asset, security or
index. A small change in the value of the underlying asset, security or index
may cause a sizable gain or loss in the fair value of the derivative. We do not
use derivatives for speculative purposes.

Illiquid securities -
A security is illiquid if it cannot be sold in the normal course of business
within seven days at approximately its current market value. Some investments
cannot be resold to the U.S. public because of their terms or government
regulations. All securities, however can be sold in private sales, and many may
be sold to other institutions and qualified buyers or on foreign markets. IDSC's
investment advisor will follow guidelines established by the board and consider
relevant factors such as the nature of the security and the number of likely
buyers when determining whether a security is illiquid. No more than 15% of
IDSC's investment portfolio will be held in securities that are illiquid. In
valuing its investment portfolio to determine this 15% limit, IDSC will use
statutory accounting under an SEC order. This means that, for this purpose, the
portfolio will be valued in accordance with applicable Minnesota law governing
investments of life insurance companies, rather than generally accepted
accounting principles.

Restrictions -
There are no restrictions on concentration of investments in any particular
industry or group of industries or on rates of portfolio turnover.

How your money is managed

Relationship between IDSC and American Express Financial Corporation

IDSC was originally organized as Investors Syndicate of America, Inc., a
Minnesota corporation, on Oct. 15, 1940, and began business as an issuer of face
amount investment certificates on Jan. 1, 1941. The company became a Delaware
corporation on Dec. 31, 1977, and changed its name to IDS Certificate Company on
April 2, 1984.

IDSC files reports on Forms 10-K and 10-Q with the Securities and Exchange
Commission (SEC). The public may read and copy materials we file with the SEC at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. The public may obtain information on the operation of the public
reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC.

Before IDSC was created, AEFC (formerly known as IDS Financial Corporation), our
parent company, had issued similar certificates since 1894. As of Jan. 1, 1995,
IDS Financial Corporation changed its name to AEFC. IDSC and AEFC have never
failed to meet their certificate payments.

During its many years in operation, AEFC has become a leading manager of
investments in mortgages and securities. As of Dec. 31, 1998, AEFC managed
investments, including its own, of more than $___ billion. American Express
Financial Advisors Inc., a wholly owned subsidiary of AEFC, provides a broad
range of financial planning services for individuals and businesses through its
nationwide network of more than 175 offices and more than 7,800 financial
advisors. American Express Financial Advisors' financial planning services are
comprehensive, beginning with a detailed written analysis that's tailored to
your needs. Your analysis may address one or all of these six essential areas:
financial position, protection planning, investment planning, income tax
planning, retirement planning and estate planning.

AEFC itself is a wholly owned subsidiary of American Express Company, a
financial services company with executive offices at American Express Tower,
World Financial Center, New York, NY 10285. American Express Company is a
financial services company engaged through subsidiaries in other businesses
including:

o travel related services (including American Express(R) Card and Travelers
Cheque operations through American Express Travel Related Services Company, Inc.
and its subsidiaries); and

o international banking services (through American Express Bank Ltd. and its
subsidiaries.)

Capital structure and certificates issued

IDSC has authorized, issued and has outstanding 150,000 shares of common stock,
par value of $10 per share. AEFC owns all of the outstanding shares.

As of the fiscal year ended Dec. 31, 1998, IDSC had issued (in face amount)
$__________ of installment certificates and $__________ of single payment
certificates. As of Dec. 31, 1998, IDSC had issued (in face amount) $__________
of installment certificates and $__________ of single payment certificates since
its inception in 1941.

Investment management and services

Under an Investment Advisory and Services Agreement, AEFC acts as our investment
advisor and is responsible for:

o providing investment research;

o making specific investment recommendations; and

o executing purchase and sale orders according to our policy of obtaining the
best price and execution.

All these activities are subject to direction and control by our board of
directors and officers. Our agreement with AEFC requires annual renewal by our
board, including a majority of directors who are not interested persons of AEFC
or [IDSC/the Issuer] as defined in the federal Investment Company Act of 1940.

For its services, we pay AEFC a monthly fee, equal on an annual basis to a
percentage of the total book value of certain assets (included assets).

Advisory and services fee computation:

Included assets Percentage of total book value

First $250 million 0.750%
Next 250 million 0.650
Next 250 million 0.550
Next 250 million 0.500
Any amount over 1 billion 0.107

Included assets are all assets of IDSC except mortgage loans, real estate, and
any other asset on which we pay an outside advisory or service fee.

Advisory and services fee for the past three years:

Percentage of
Year Total fees included assets
1998 $
1997 $
1996 $

Estimated advisory and services fees for 1999 are $__________.

Other expenses payable by IDSC: The Investment Advisory and Services Agreement
provides that we will pay:

o costs incurred by us in connection with real estate and mortgages;

o taxes;

o depository and custodian fees;

o brokerage commissions;

fees and expenses for services not covered by other agreements and provided to
us at our request, or by requirement, by attorneys, auditors, examiners and
professional consultants who are not officers or employees of AEFC;

o fees and expenses of our directors who are not officers or employees of
AEFC;

o provision for certificate reserves (interest accrued on certificate
owner accounts); and

o expenses of customer settlements not attributable to sales function.

Distribution

Under a Distribution Agreement with American Express Financial Advisors Inc. we
pay for the distribution of this certificate as follows:

o 0.20% of the initial payment on the issue date of the certificate; and

o 0.20% of the certificate's reserve at the beginning of the second and
subsequent quarters from issue date.

Under a Distribution Agreement with AESC, for certificates sold through American
Express Financial Direct, we pay AESC for the distribution of this certificate
as follows:

o 0.20% of the initial payment of the issue date of the certificate; and

o 0.20% of the certificate's reserve at the beginning of the second and
subsequent quarters from issue date.

This fee is not assessed to your certificate account.

For certificates paying a special promotional coupon rate described in "Rates
for new purchases" under "About the certificate," American Express Financial
Advisors Inc. waives its distribution fee.

Total distribution fees paid to American Express Financial Advisors Inc. for all
series of certificates amounted to $________ during the year ended Dec. 31,
1998. We expect to pay American Express Financial Advisors Inc. distribution
fees amounting to $________ during 1999.

See Note 1 to Financial statements regarding deferral of distribution fee
expense.

American Express Financial Advisors Inc. pays commissions to its financial
advisors and pays other selling expenses in connection with services to us. Our
board of directors, including a majority of directors who are not interested
persons of American Express Financial Advisors Inc., AESC or IDSC, approved
these distribution agreements.

About AESC

AESC is a wholly-owned subsidiary of American Express Travel Related Services
Inc., which in turn is a wholly-owned subsidiary of American Express Company.

Transfer agent

Under a Transfer Agency Agreement, American Express Client Service Corporation
(AECSC), a wholly-owned subsidiary of AEFC, maintains certificate owner accounts
and records. IDSC pays AECSC a monthly fee of one-twelfth of $10.353 per
certificate owner account for this service.

Employment of other American Express affiliates

AEFC may employ an affiliate of American Express Company as executing broker for
our portfolio transactions only if:

o we receive prices and executions at least as favorable as those offered by
qualified independent brokers performing similar services;

o the affiliate charges us commissions consistent with those charged to
comparable unaffiliated customers for similar transactions; and

o the affiliate's employment is consistent with the terms of the current
Investment Advisory and Services Agreement and federal securities laws.

Directors and officers

IDSC's sole shareholder, AEFC, elects the board of directors that oversees
IDSC's operations. The board annually elects the directors, chairman, president
and controller for a term of one year. The president appoints the other
executive officers.

We paid a total of $______ during 1998 to directors not employed by AEFC.

Board of directors

David R. Hubers*
Born in 1943. Director since 1987.
President and chief executive officer of AEFC since 1993. Senior vice president
and chief financial officer of AEFC from 1984 to 1993.

Charles W. Johnson
Born in 1929. Director since 1989.
Director, Communications Holdings, Inc. Acting president of Fisk University from
1998 to 1999. Former vice president and group executive, Industrial Systems,
with Honeywell, Inc. Retired 1989.

Richard W. Kling*
Born in 1940. Director since 1996.
Chairman of the board of directors since 1996. Director of IDS Life Insurance
Company since 1984; president since 1994. Executive vice president of Marketing
and Products of AEFC from 1988 to 1994. Senior vice president of AEFC since
1994. Director of IDS Life Series Fund, Inc. and member of the board of managers
of IDS Life Variable Annuity Funds A and B.

Edward Landes
Born in 1919. Director since 1984.
Development consultant. Director of IDS Life Insurance Company of New York.
Director of Endowment Development, YMCA of Metropolitan Minneapolis. Vice
president for Financial Development, YMCA of Metropolitan Minneapolis from 1985
through 1995. Former sales manager - Supplies Division and district manager -
Data Processing Division of IBM Corporation. Retired 1983.

John V. Luck, Ph.D.
Born in 1926. Director since 1987.
Former senior vice president - Science and Technology with General Mills, Inc.
Employed with General Mills, Inc. since 1968. Retired 1988.

Paula R. Meyer
Born in 1954. President since June 1998.
Piper Capital Management (PCM) President from October 1997 to May 1998. PCM
Director of Marketing from June 1995 to October 1997. PCM Director of Retail
Marketing from December 1993 to June 1995.

James A. Mitchell*
Born in 1941. Director since 1994.
Chairman of the board of directors from 1994 to 1996. Executive vice president -
Marketing and Products of AEFC since 1994. Senior vice president - Insurance
Operations of AEFC and president and chief executive officer of IDS Life
Insurance Company from 1986 to 1994.

Harrison Randolph
Born in 1916. Director since 1968.
Engineering, manufacturing and management consultant since 1978.

Gordon H. Ritz
Born in 1926. Director since 1968.
Director, Mid-America Publishing and Atrix International, Inc. Former president,
Com Rad Broadcasting Corp. Former director, Sunstar Foods.

*"Interested Person" of IDSC as that term is defined in Investment Company Act
of 1940.

Executive officers

Paula R. Meyer
Born in 1954. President since June 1998.

Jeffrey S. Horton
Born in 1961. Vice president and treasurer since December 1997. Vice president
and corporate treasurer of AEFC since December 1997. Controller, American
Express Technologies-Financial Services of AEFC from July 1997 to December 1997.
Controller, Risk Management Products of AEFC from May 1994 to July 1997.
Director of finance and analysis, Corporate Treasury of AEFC from June 1990 to
May 1994.

Timothy S. Meehan
Born in 1957. Secretary since 1995.
Secretary of AEFC and American Express Financial Advisors Inc. since 1995.
Senior counsel to AEFC since 1995. Counsel from 1990 to 1995.

Lorraine R. Hart
Born in 1951. Vice president - Investments since 1994.
Vice president - Insurance Investments of AEFC since 1989. Vice president -
Investments of IDS Life Insurance Company since 1992.

Jay C. Hatlestad
Born in 1957. Vice president and controller of IDSC since 1994. Manager of
Investment Accounting of IDS Life Insurance Company from 1986 to 1994.

Bruce A. Kohn
Born in 1951. Vice president and general counsel since 1993. Senior counsel to
AEFC since 1996. Counsel to AEFC from 1992 to 1996. Associate counsel from 1987
to 1992.

F. Dale Simmons
Born in 1937. Vice president - Real Estate Loan Management since 1993. Vice
president of AEFC since 1992. Senior portfolio manager of AEFC since 1989.
Assistant vice president from 1987 to 1992.

The officers and directors as a group beneficially own less than 1% of the
common stock of American Express Company.

IDSC has provisions in its bylaws relating to the indemnification of its
officers and directors against liability, as permitted by law. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the registrant pursuant
to the foregoing provisions, the registrant has been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Act and is therefore unenforceable.

Independent auditors

A firm of independent auditors audits our financial statements at the close of
each fiscal year (Dec. 31). Copies of our annual financial statements (audited)
and semiannual financial statements (unaudited) are available to any certificate
owner upon request.

Ernst & Young LLP, Minneapolis, has audited the financial statements for each of
the years in the three-year period ended Dec. 31, 1998. These statements are
included in this prospectus. Ernst & Young LLP is also the auditor for American
Express Company, the parent company of AEFC and IDSC.

IDS Certificates

Other certificates issued by IDSC: Your American Express financial advisor can
give you more information on five other certificates issued by IDSC. These
certificates offer a wide range of investment terms and features.

IDS Cash Reserve Certificate - A single payment certificate that permits
additional investments on which IDSC guarantees interest in advance for a
three-month term.

IDS Installment Certificate - An installment payment certificate that declares
interest in advance for a three-month period and offers bonuses in the third
through sixth years for regular investments.

IDS Market Strategy Certificate-A certificate that pays interest at a fixed rate
or linked to one-year stock market performance, as measured by a broad market
index, for a series of one-year terms starting every month or at other intervals
the client selects.

IDS Preferred Investors Certificate - A single payment certificate that combines
a competitive fixed rate of return with IDSC's guarantee of principal for large
investments of $250,000 to $5 million.

IDS Stock Market Certificate - A single payment certificate that calculates all
or part of your interest based on stock market performance, as measured by a
broad market index, with IDSC's guarantee of return of principal.

Appendix

Description of corporate bond ratings

Bond ratings concern the quality of the issuing corporation. They are not an
opinion of the market value of the security. Such ratings are opinions on
whether the principal and interest will be repaid when due. A security's rating
may change which could affect its price. Ratings by Moody's Investors Service,
Inc. are Aaa, Aa, A, Baa, Ba, B, Caa, Ca and C. Ratings by Standard & Poor's
Corporation are AAA, AA, A, BBB, BB, B, CCC, CC, C and D.

Aaa/AAA - Judged to be of the best quality and carry the smallest degree of
investment risk. Interest and principal are secure.

Aa/AA - Judged to be high-grade although margins of protection for interest and
principal may not be quite as good as Aaa or AAA rated securities.

A - Considered upper-medium grade. Protection for interest and principal is
deemed adequate but may be susceptible to future impairment.

Baa/BBB - Considered medium-grade obligations. Protection for interest and
principal is adequate over the short-term; however, these obligations may have
certain speculative characteristics.

Ba/BB - Considered to have speculative elements. The protection of interest and
principal payments may be very moderate.

B - Lack characteristics of more desirable investments. There may be small
assurance over any long period of time of the payment of interest and principal.

Caa/CCC - Are of poor standing. Such issues may be in default or there may be
risk with respect to principal or interest.

Ca/CC - Represent obligations that are highly speculative. Such issues are often
in default or have other marked shortcomings.

C - Are obligations with a higher degree of speculation. These securities have
major risk exposures to default.

D - Are in payment default. The D rating is used when interest payments or
principal payments are not made on the due date.

Non-rated securities will be considered for investment. When assessing each
non-rated security, IDSC will consider the financial condition of the issuer or
the protection afforded by the terms of the security.

(Back Cover)

Quick telephone reference*

Client Service Organization
Withdrawals, transfers, inquiries

National/Minnesota: 800-437-3133
Mpls./St. Paul area: 612-671-3800

TTY Service
For the hearing impaired
800-846-4852

American Express Easy Access Line
Account value, cash transaction information, current rate information (automated
response, Touchtone(R) phones only)

National/Minnesota: 800-862-7919
Mpls./St. Paul area: 800-862-7919

*You may experience delays when call volumes are high.

Web site address: http://www.americanexpress.com/advisors

IDS Flexible Savings Certificate
IDS Tower 10
Minneapolis, MN 55440-0010

Distributed by American Express Financial Advisors Inc.

IDS Flexible Savings Certificate
Prospectus
April 28, 1999

Earn competitive rates guaranteed by IDS Certificate Company for the term you
choose.

IDS Certificate Company (IDSC), a subsidiary of American Express Financial
Corporation, issues IDS Flexible Savings Certificates. You can:

o Purchase this certificate in any amount from $1,000 through $1 million.

o Select a term of six, 12, 18, 24, 30, or 36 months.

o Invest in successive terms up to a total of 20 years from the issue
date of the certificate.

This certificate is backed solely by the assets of IDSC. See "Risk factors" on
page 2p.

The distributor is not required to sell any specific amount of certificates.

Issuer: Distributor:
IDS Certificate Company American Express Service Corporation
IDS Tower 10
Minneapolis, MN 55440-0010 An American Express company
800-297-7378 (toll free)

Initial interest rates

Here are the interest rates in effect on April 28, 1999:

Simple Effective
interest annualized
Term rate* yield**
- ------------------------------------- ----------------------------------- -----------------------------------

6-month
- ------------------------------------- ----------------------------------- -----------------------------------

12-month
- ------------------------------------- ----------------------------------- -----------------------------------

18-month
- ------------------------------------- ----------------------------------- -----------------------------------

24-month
- ------------------------------------- ----------------------------------- -----------------------------------

36-month
- ------------------------------------- ----------------------------------- -----------------------------------

* These are the rates for investments under $100,000. Rates may depend on the factors described in "Rates for new purchases" and
"Promotions and pricing flexibility" under "About the certificate."

** Assuming monthly compounding.

Risk factors

You should consider the following when investing in this certificate.

Table of contents

Initial interest rates p

Risk factors p

Contents

How to invest your funds p
Buying your certificate p
When your certificate term ends p
IRAs: special policies p

Taxes on your earnings p
Retirement accounts p
Gifts to minors p
How to determine the correct TIN p
Foreign investors p
Trusts p

How your money is used and protected p
Invested and guaranteed by IDSC p
Regulated by government p
Backed by our investments p
Investment policies p

Transfer agent p
Employment of other American Express affiliates p
Directors and officers p
Independent auditors p
IDS Certificates p

Appendix p

Annual financial information p
Summary of selected financial information p
Management's discussion and analysis of financial
condition and results of operations p
Report of independent auditors p

Financial statements p

Notes to financial statements p

About the certificate

Read and keep this prospectus

Investment amounts and terms

The certificate may be used as an investment for your Individual Retirement
Account (IRA). If so used, the amount of your contribution (investment) will be
subject to any limitations of the plan and applicable federal law.

Face amount and principal

Principal may change during a term as described in "Add-on feature" and "Full
and partial withdrawals."

Value at maturity

Receiving cash during the term

Interest

IDSC declares and guarantees a fixed rate of interest for each term during the
life of your certificate. We calculate the amount of interest you earn each
certificate month by:

o applying the interest rate then in effect to your balance each day;

o adding these daily amounts to get a monthly total; and

o subtracting interest accrued on any amount you withdraw during the
certificate month.

Interest is calculated on a 30-day month and 360-day year basis.

Rates for new purchases

When your application is accepted and we have received your initial investment,
we will send you a confirmation of your purchase showing the rate that your
investment will earn. IDSC guarantees that when rates for new purchases take
effect, the rates will be within a range based on the average interest rates
then published in the BANK RATE MONITOR Top 25 Market AverageTM (the BRM
Average).

existing clients, or to individuals who have purchased other products or used
other services of American Express Company or its subsidiaries, and may offer
some terms only in selected distribution channels. We also may offer different
rates based on your amount invested, your geographic location and whether the
certificate is purchased for an IRA or for a qualified retirement account.

The BANK RATE MONITOR may be available in your local library. To obtain
information on current BRM Average rates, call the [Client Service
Organization/American Express Financial Direct (AEFD)] at the telephone numbers
listed on the back cover between 8 a.m. and 6 p.m. your local time.

Rates for new purchases are reviewed and may change weekly. Normally, the rate
you receive will be the higher of:

o the rate in effect for your chosen term on the date of your application;
or

o the rate in effect on the date your application is accepted by IDSC.

However, if your application bears a date more than seven days before its
receipt by IDSC, the rate you receive will be the higher of:

o the rate in effect on the date your application is accepted by IDSC; or

o the rate in effect seven days before receipt.

Yields from February 199__ through February 199__

6% _________IDS Flexible Savings Certificate - 1 year

4% .........Certificate of Deposit - 1 year

Two lines comparing the yields for one-year IDS Flexible
Savings Certificate against those of one-year certificates
of deposit with Flexible's yield generally above the CD's

`92 `93 `94 `95 `96 `97 `98

The graph compares past yields and should not be considered a prediction of
future performance.

Promotions and pricing flexibility

We also may offer different rates based on the amount invested, geographic
location whether the certificate is purchased for an IRA.

These promotions will generally be for a specified period of time. If we offer a
promotion, the rates for new purchases will be within the range of rates
described under "Rates for new purchases."

Additional investments

Any add-on or withdrawal during the grace period will change the principal
amount used to determine the amount available for the 25% add-on feature.

How to invest your funds

Buying your certificate

If you wire your investment into an established account, you must pay any fee
the bank charges for wiring.

Penalties for early withdrawal during a term: When you request a full or partial
withdrawal, we pay the amount you request:

o first from interest credited during the current term;

o then from the principal of your certificate.

Any additional investments or withdrawals during a term are added to or deducted
from the principal and are used in determining any withdrawal charges.

You may not make a partial withdrawal if it would reduce your certificate
balance to less than $1,000. If you request such a withdrawal, we will contact
you for revised instructions.

Total investments $20,000.00
Interest credited $ 1,600.00
-----------
Total balance $21,600.00

Requested check $5,000.00
Credited interest withdrawn ($1,600.00)
10 percent of principal -- not subject to penalty ($2,000.00)
-----------

Remaining portion of requested withdrawal - subject to penalty $1,400.00
Withdrawal penalty percent 2.00%
Actual withdrawal penalty $ 28.00

Balance prior to withdrawal $21,600.00
Requested withdrawal check ($5,000.00)
Withdrawal penalty ($ 28.00)
-------------
Total balance after withdrawal $16,572.00

Additionally, if you withdraw during a certificate month, you will not earn
interest for the month on the amount withdrawn.

The following example demonstrates how this feature works:

Any additional investments or withdrawals following the grace period will not
change the principal amount used to determine the amount available for the 10%
no-penalty withdrawal feature.

For more information on withdrawal charges, contact AEFD at the number on the
back cover.

When your certificate term ends

You may also add to your investment within the 15 calendar days following the
end of your term. See "Additional investments" under "About the certificate."

Other full and partial withdrawal policies:

o If your certificate is pledged as collateral, any withdrawal will be
delayed until we get approval from the secured party.

o Any payments to you may be delayed under applicable rules, regulations
or orders of the SEC.

o You will be charged a fee if you request express mail delivery. We will
deduct the fee from your remaining certificate balance, provided that
balance would not be less than $1000. If t he balance would be less than
$1000, the fee is deducted from the proceeds of the withdrawal.

o A service fee, if any, may be deducted from your balance (for
partial withdrawals) or from the proceeds of a full withdrawal.

IRAs: special policies

o If the certificate is purchased for an IRA, the terms and conditions of the
certificate apply to the IRA as the owner of this certificate. However, the
terms of the IRA, as interpreted by the trustee, will determine how a
participant's individual IRA is administered. These terms may differ from
the terms of the certificate.

o The annual custodial fee for an IRA may be deducted from your certificate
account. It may reduce the amount payable at maturity or the amount
received upon an early withdrawal.

o IRA withdrawals may be subject to withdrawal penalties or loss of interest
even if they are not subject to federal tax penalties.

o We will waive withdrawal penalties on withdrawals for IRA certificate
accounts for your required distributions.

o The IRA termination fee will be waived if a withdrawal occurs after you
have reached age 70 1/2 or upon the owner's death.

Withdrawal at death

If a certificate is surrendered upon the client's death, any applicable
surrender charge will be waived. In addition, if an IRA termination fee is
applicable, it will also be waived.

Taxes on your earnings

Retirement accounts

If you are using the certificate as an investment for an IRA, income tax rules
for your IRA apply. Generally, you will pay no income taxes on your investment's
earnings -- and, in many cases, on part or all of the investment itself -- until
you begin to make withdrawals.

IDSC will withhold federal income taxes of 10% on IRA withdrawals unless you
tell us not to.

Consult your tax advisor to see how these rules apply to you before you request
a distribution from your plan or IRA.

Gifts to minors

Your TIN and backup withholding: As with any financial account you open, you
must list your current and correct TIN either your Social Security or Employer
Identification number. You must certify your TIN under penalties of perjury on
your application when you open an account.

If you don't provide the correct TIN, you could be subject to backup withholding
of 31% of your interest earnings. You could also be subject to further
penalties, such as:

o a $50 penalty for each failure to supply your correct TIN;

o a civil penalty of $500 if you make a false statement that results in
no backup withholding; and

o criminal penalties for falsifying information.

You could also be subject to backup withholding because you failed to report
interest on your tax return as required.

To help you determine the correct TIN to use on various types of accounts,
please use this chart:

How to determine the correct TIN

For this type of account: Use the Social Security or Employer Identification
Number of:

- ------------------------------------------------------- -----------------------------------------------------

Individual or joint account The individual or one of the individuals listed on
the account

Custodian account of a minor The minor
(Uniform Gifts/Transfers to Minors Act)

A living trust The grantor-trustee
(the person who puts the money into the trust)

An irrevocable trust, pension trust or estate The legal entity
(not the personal representative or trustee, unless
no legal entity is designated in the account title)

Sole proprietorship The owner

Partnership The partnership

- ------------------------------------------------------- -----------------------------------------------------

Corporate The corporation

Association, club or tax-exempt organization The organization

- ------------------------------------------------------- -----------------------------------------------------

For details on TIN requirements, ask your financial consultant for federal Form
W-9, "Request for Taxpayer Identification Number and Certification."

Foreign investors

Estate tax: If you are a nonresident alien and you die while owning a
certificate, then, depending on the circumstances, IDSC generally will not act
on instructions with regard to the certificate unless IDSC first receives, at a
minimum, a statement from persons IDSC believes are knowledgeable about your
estate. The statement must be in a form satisfactory to IDSC and must tell us
that, on your date of death, your estate did not include any property in the
United States for U.S. estate tax purposes. In other cases, we generally will
not take action regarding your certificate until we receive a transfer
certificate from the IRS or evidence satisfactory to IDSC that the estate is
being administered by an executor or administrator appointed, qualified and
acting within the United States. In general, a transfer certificate requires the
opening of an estate in the United States and provides assurance that the IRS
will not claim your certificate to satisfy estate taxes.

Trusts

If the investor is a trust, the policies and procedures described above will
apply with regard to each grantor who is a nonresident alien.

How your money is used and protected

Invested and guaranteed by IDSC

We back our certificates by investing the money received and keeping the
invested assets on deposit. Our investments generate interest and dividends, out
of which we pay:

o interest to certificate owners; and

Regulated by government

Backed by our investments

Our investments are varied and of high quality. This was the composition of our
portfolio as of Dec. 31, 1998:

Type of investment Net amount invested

Government agency bonds
Corporate and other bonds
Preferred stocks
Mortgages
Cash and cash equivalents
Municipal bonds

Investment policies

Debt securities-
Most of our investments are in debt securities as referenced in the table in
"Backed by our investments" under "How your money is used and protected."

As of Dec. 31, 1998, IDSC held about __% of its investment portfolio (including
bonds, preferred stocks and mortgages) in investments rated below investment
grade.

Purchasing securities on margin -
We will not purchase any securities on margin or participate on a joint basis or
a joint-and-several basis in any trading account in securities.

the board and consider relevant factors such as the nature of the security and
the number of likely buyers when determining whether a security is illiquid. No
more than 15% of IDSC's investment portfolio will be held in securities that are
illiquid. In valuing its investment portfolio to determine this 15% limit, IDSC
will use statutory accounting under an SEC order. This means that, for this
purpose, the portfolio will be valued in accordance with applicable Minnesota
law governing investments of life insurance companies, rather than generally
accepted accounting principles.

Restrictions -
There are no restrictions on concentration of investments in any particular
industry or group of industries or on rates of portfolio turnover.

How your money is managed

Relationship between IDSC and American Express Financial Corporation

Before IDSC was created, AEFC (formerly known as IDS Financial Corporation), our
parent company, had issued similar certificates since 1894. As of Jan. 1, 1995,
AEFC changed its name from IDS Financial Corporation. IDSC and AEFC have never
failed to meet their certificate payments.

AEFC itself is a wholly owned subsidiary of American Express Company, a
financial services company with executive offices at American Express Tower,
World Financial Center, New York, NY 10285.

American Express Company is a financial services company engaged through
subsidiaries in other businesses including:

o travel related services (including American Express(R) Card and Travelers
Cheque operations through American Express Travel Related Services Company, Inc.
and its subsidiaries); and

o international banking services (through American Express Bank Ltd. and its
subsidiaries).

Capital structure and certificates issued

IDSC has authorized, issued and has outstanding 150,000 shares of common stock,
par value of $10 per share. AEFC owns all of the outstanding shares.

Investment management and services

Under an Investment Advisory and Services Agreement, AEFC acts as our investment
advisor and is responsible for:

o providing investment research;

o making specific investment recommendations; and

o executing purchase and sale orders according to our policy of obtaining the
best price and execution.

All these activities are subject to direction and control by our board of
directors and officers. Our agreement with AEFC requires annual renewal by our
board, including a majority of directors who are not interested persons of AEFC
or IDSC as defined in the federal Investment Company Act of 1940.

For its services, we pay AEFC a monthly fee, equal on an annual basis to a
percentage of the total book value of certain assets (included assets).

Advisory and services fee computation:

Included assets Percentage of total book value

First $250 million 0.750%
Next 250 million 0.650
Next 250 million 0.550
Next 250 million 0.500
Any amount over 1 billion 0.107

Included assets are all assets of IDSC except mortgage loans, real estate, and
any other asset on which we pay an outside advisory or service fee.

Advisory and services fee for the past three years:

Percentage of
Year Total fees included assets
1998 $
1997 $
1996 $

Estimated advisory and services fees for 1999 are $__________.

Other expenses payable by IDSC: The Investment Advisory and Services Agreement
provides that we will pay:

o costs incurred by us in connection with real estate and mortgages;

o taxes;

o depository and custodian fees;

o brokerage commissions;

o fees and expenses for services not covered by other agreements and provided
to us at our request, or by requirement, by attorneys, auditors, examiners
and professional consultants who are not officers or employees of AEFC;

o fees and expenses of our directors who are not officers or employees of
AEFC;

o provision for certificate reserves (interest accrued on certificate owner
accounts); and

o expenses of customer settlements not attributable to sales function.

Distribution

Under a Distribution Agreement with AESC, for certificates sold through AEFD, we
pay AESC for the distribution of this certificate as follows:

o 0.20% of the initial payment on the issue date of the certificate; and

o 0.20% of the certificate's reserve at the beginning of the second and
subsequent quarters from issue date.

Under a Distribution Agreement with American Express Financial Advisors Inc., a
wholly-owned subsidiary of AEFC, we pay for the distribution of this certificate
by American Express Financial Advisors Inc. as follows:

o 0.20% of the initial payment of the issue date of the certificate; and

o 0.20% of the certificate's reserve at the beginning of the second and
subsequent quarters from the issue date.

This fee is not assessed to your certificate account.

AEFD is a channel for direct marketing of financial services to American Express
card members and others.

Total distribution fees paid to American Express Financial Advisors Inc. for all
series of certificates amounted to $____________ during the year ended Dec. 31,
1998. We expect to pay American Express Financial Advisors Inc. distribution
fees amounting to $___________ during 1999.

See Note 1 to Financial statements regarding deferral of distribution fee
expense.

American Express Financial Advisors Inc. and AESC pay other selling expenses in
connection with services to us. Our board of directors, including a majority of
directors who are not interested persons of American Express Financial Advisors
Inc., AESC or IDSC, approved these distribution agreements.

Other selling agents

This certificate may be sold through other selling agents, under arrangements
with American Express Financial Advisors or AESC, at commissions of up to:

o 0.20% of the initial payment on the issue date of the certificate; and

o 0.20% of the certificate's reserve at the beginning of the second and
subsequent quarters from issue date.

This fee is not assessed to your certificate account.

About AESC

AESC is a wholly-owned subsidiary of American Express Travel Related Services
Inc., which in turn is a wholly-owned subsidiary of American Express Company.

Transfer agent

Employment of other American Express affiliates

AEFC may employ an affiliate of American Express Company as executing broker for
our portfolio transactions only if:

o we receive prices and executions at least as favorable as those offered by
qualified independent brokers performing similar services;

o the affiliate charges us commissions consistent with those charged to
comparable unaffiliated customers for similar transactions; and

o the affiliate's employment is consistent with the terms of the current
Investment Advisory and Services Agreement and federal securities laws.

Directors and officers

We paid a total of $______ during 1998 to directors not employed by AEFC.

Board of directors

David R. Hubers*
Born in 1943. Director since 1987.
President and chief executive officer of AEFC since 1993. Senior vice president
and chief financial officer of AEFC from 1984 to 1993.

John V. Luck, Ph.D.
Born in 1926. Director since 1987.
Former senior vice president - Science and Technology with General Mills, Inc.
Employed with General Mills, Inc. since 1968. Retired 1988.

Harrison Randolph
Born in 1916. Director since 1968.
Engineering, manufacturing and management consultant since 1978.

Gordon H. Ritz
Born in 1926. Director since 1968.
Director, Mid-America Publishing and Atrix International, Inc. Former president,
Com Rad Broadcasting Corp. Former director, Sunstar Foods.

*"Interested Person" of IDSC as that term is defined in Investment Company Act
of 1940.

Executive officers

Paula R. Meyer
Born in 1954. President since June 1998.

Timothy S. Meehan
Born in 1957. Secretary since 1995.
Secretary of AEFC and American Express Financial Advisors Inc. since 1995.
Senior counsel to AEFC since 1995. Counsel from 1990 to 1995.

Jay C. Hatlestad
Born in 1957. Vice president and controller of IDSC since 1994. Manager of
Investment Accounting of IDS Life Insurance Company from 1986 to 1994.

Bruce A. Kohn
Born in 1951. Vice president and general counsel since 1993. Senior counsel to
AEFC since 1996. Counsel to AEFC from 1992 to 1996. Associate counsel from 1987
to 1992.

The officers and directors as a group beneficially own less than 1% of the
common stock of American Express Company.

Independent auditors

IDS Certificates

Other certificates issued by IDSC include: