EX-99.77B AUD CONSNT

           Independent Auditors' Report on Internal Accounting Control


The Board of Directors and Shareholders
AXP Stock Fund, Inc.:


In planning and  performing  our audit of the financial  statements of AXP Stock
Fund,  Inc. for the year ended  September 30, 2002,  we considered  its internal
control,  including control activities for safeguarding securities,  in order to
determine our auditing  procedures  for the purpose of expressing our opinion on
the financial  statements and to comply with the requirements of Form N-SAR, not
to provide assurance on internal control.

The  management of AXP Stock Fund,  Inc. is  responsible  for  establishing  and
maintaining internal control. In fulfilling this  responsibility,  estimates and
judgments by management are required to assess the expected benefits and related
costs of controls.  Generally, controls that are relevant to an audit pertain to
the entity's objective of preparing  financial  statements for external purposes
that are fairly  presented in  conformity  with  generally  accepted  accounting
principles.   Those  controls   include  the   safeguarding  of  assets  against
unauthorized acquisition, use, or disposition.

Because of inherent  limitations in internal  control,  error or fraud may occur
and not be detected.  Also,  projection of any evaluation of internal control to
future periods is subject to the risk that it may become  inadequate  because of
changes in conditions or that the  effectiveness of the design and operation may
deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in the  internal  control  that might be  material  weaknesses  under  standards
established  by the  American  Institute  of  Certified  Public  Accountants.  A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk  that  misstatements  caused  by error or fraud in  amounts  that  would be
material in relation to the financial statements being audited may occur and not
be  detected  within a timely  period  by  employees  in the  normal  course  of
performing  their assigned  functions.  However,  we noted no matters  involving
internal  control  and  its  operation,   including  controls  for  safeguarding
securities, that we consider to be material weaknesses as defined above.

This report is intended solely for the  information  and use of management,  the
Board of  Directors of AXP Stock Fund,  Inc.,  and the  Securities  and Exchange
Commission and is not intended to be and should not be used by anyone other than
these specified parties.



/s/ KPMG LLP
- -------------
    KPMG LLP
    Minneapolis, Minnesota
    November 1, 2002

EX-99.77Q3 CERT

EXHIBIT TO SUB-ITEM 77Q3 OF FORM N-SAR


(i)      The registrant's Principal Executive Officer and Principal Financial
         Officer evaluated the disclosure controls and procedures within the 90
         day period prior to the filing of this report on Form N-SAR. Based on
         this evaluation, they have concluded that the registrant's disclosure
         controls and procedures are effective in design and operation.

(ii)     There have been no significant changes in internal controls or in other
         factors that could significantly affect registrant's internal controls
         subsequent to the date of the evaluation indicated, including no
         significant deficiencies or material weaknesses that required
         corrective action.

(iii)    See attached certification.


                            Certification Pursuant to
                 270.30a-2 of the Investment Company Act of 1940



I, Paula Meyer, certify that:

1.   I have reviewed this report on Form N-SAR of AXP Stock Fund, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial information included in this report,
     and the financial statements on which the financial information is based,
     fairly present in all material respects the financial condition, results of
     operations, changes in net assets, and cash flows (if the financial
     statements are required to include a statement of cash flows) of the
     registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in rule 30a-2(c) under the Investment Company Act) for the registrant and
     have:

a)   designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this report is being prepared;

b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     report (the "Evaluation Date"); and

c)   presented in this report our conclusions about the effectiveness of the
     disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):

a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     report whether or not there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:    November 26, 2002


     /s/ Paula R. Meyer
         --------------------------------
Name:    Paula R. Meyer
Title:   President and Chief Executive Officer




                            Certification Pursuant to
                 270.30a-2 of the Investment Company Act of 1940



I, Jeffrey Fox, certify that:

1.   I have reviewed this report on Form N-SAR of AXP Stock Fund, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial information included in this report,
     and the financial statements on which the financial information is based,
     fairly present in all material respects the financial condition, results of
     operations, changes in net assets, and cash flows (if the financial
     statements are required to include a statement of cash flows) of the
     registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in rule 30a-2(c) under the Investment Company Act) for the registrant and
     have:

a)   designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     report (the "Evaluation Date"); and

c)   presented in this report our conclusions about the effectiveness of the
     disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):

a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     report whether or not there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:    November 26, 2002


     /s/ Jeffrey P. Fox
         --------------------------------
Name:    Jeffrey P. Fox
Title:   Treasurer and Chief Financial Officer