Securities Act of 1933 - Section 5; Rule 145
Investment Company Act of 1940 - Section 8 and 11

IDS Life Insurance Company, et al.

December 14, 2006

Based on the facts and representations in your letter dated December 14, 2006, and without necessarily agreeing with your legal analysis, we would not recommend enforcement action to the Commission against IDS Life Insurance Company ("IDS Life"), American Enterprise Life Insurance Company ("American Enterprise Life"), American Partners Life Insurance Company ("American Partners Life"), IDS Life Insurance Company of New York ("IDS Life of NY"), and American Centurion Life Assurance Company ("American Centurion Life" and collectively the "Insurance Companies") under Section 5 of the Securities Act of 1933 (the "1933 Act"), and Rule 145 thereunder, or Sections 8 and 11 of the Investment Company Act of 1940 (the "1940 Act"), if American Enterprise Life and American Partners Life transfer their separate accounts to IDS Life, and American Centurion Life transfers its separate accounts to IDS Life of NY (each a "Transfer"), in connection with the proposed merger of American Enterprise Life and American Partners Life into their parent company, IDS Life, and the proposed merger of American Centurion Life into its affiliated company, IDS Life of NY (each a "Merger"). In addition, we would not recommend enforcement action to the Commission if: (1) the change in depositor for the transferred separate accounts as a result of the Mergers is effected through the filing of amendments to the registration statements for the separate accounts under the 1940 Act; and (2) new registration statements under the 1933 Act are filed by IDS Life and IDS Life of NY, respectively, and the American Enterprise Life separate accounts, the American Partners Life separate account, and the American Centurion Life separate accounts to cover any securities issued after the Mergers are completed in connection with the American Enterprise Life variable contracts, the American Partners Life variable contract, and the American Centurion Life variable contracts identified in your letter.

Further, we would not recommend enforcement action to the Commission under Section 5 of the 1933 Act, and Rule 145 thereunder, if American Enterprise transfers to IDS Life assets equal to American Enterprise's reserves and other liabilities with respect to certain Guaranteed Period Accounts ("GPA Accounts") which are available investment options under some American Enterprise variable contracts, as a result of which IDS Life would assume all the obligations and responsibilities of American Enterprise under such GPA Accounts.

We also would not recommend enforcement action to the Commission against the Insurance Companies if, after consummation of each Merger, they continue to rely on the exemptive orders cited in your letter and obtained on behalf of American Enterprise Life, American Centurion Life, and other parties named therein, without filing amended or new applications for the same relief.

Because our position is based on the facts and representations in your letter, you should note that different facts or representations may require a different conclusion. Further, this response expresses the position of the Division on enforcement only, and does not purport to express any legal conclusions on the issues presented.

Incoming Letter

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/investment/noaction/2006/ids121406-sec5.htm