ARTICLES OF AMENDMENT

                                       OF

                              AXP Stock Fund, Inc.

         Pursuant to Section 302A.135 of the Minnesota Business Corporation Act,
AXP Stock Fund, Inc., incorporated under the laws of the State of Minnesota on
April 8, 1986, amends its Articles of Incorporation to change the name of the
corporation to AXP Stock Series, Inc. and to change shareholder voting from
share-bsed to dollar-based.

         New Article I shall be:

                                ARTICLE I - NAME

                The name of this corporation (hereinafter called the "Fund") is:

                             AXP Stock Series, Inc.

         New Article III shall be:

                          ARTICLE III - CAPITALIZATION

Section 2. At all meetings of the shareholders, each shareholder of record
entitled to vote thereat shall be entitled to one vote for each dollar of net
asset value (number of shares owned times net asset value per share) and each
fractional dollar amount shall be entitled to a proportionate fractional vote.
At all elections of directors, each shareholder shall be entitled to as many
votes as shall equal the dollars of net asset value multiplied by the number of
directors to be elected and may cast all of such votes for a single director or
may distribute them among the number to be voted for, or any two or more of
them.

         The resolution to amend the Articles of Incorporation was approved by
the affirmative vote of a majority of the shares present and entitled to vote a
regular meeting of shareholders on November 13, 2002, held pursuant to a written
notice given to each shareholder in the manner provided in Section 302A.435.

Dated this 14th day of November, 2002.

                                          AXP Stock Series, Inc.



                                          By /s/ Leslie L. Ogg
                                             ------------------
                                                 Leslie L. Ogg
                                                 Vice President and Secretary


STATE OF MINNESOTA  )
                                       ) ss.
COUNTY OF HENNEPIN )

     The  foregoing  instrument  was  acknowledged  before  me this  14th day of
     November, 2002.

                                          By /s/ Diane R. Kepp
                                             -----------------
                                                 Diane R. Kepp
                                                 Notary