UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): September 30, 2005


                         AMERIPRISE CERTIFICATE COMPANY
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                    Delaware
                  ---------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


                     2-23772                       41-6009975
            -----------------------      ---------------------------------
           (Commission File Number)      (IRS Employer Identification No.)


          52 Ameriprise Financial Center
              Minneapolis, Minnesota                         55474
              ------------------------------------------   ----------
               (Address of Principal Executive Offices)    (Zip Code)


                                 (612) 671-3131
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                      None
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)




           Check the appropriate box below if the Form 8-K filing is
           intended to simultaneously satisfy the filing obligation of
           the registrant under any of the following provisions (see
           General Instruction A.2. below):

           [ ]    Written communications pursuant to Rule 425 under the
           Securities Act (17 CFR 230.425)

           [ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange
           Act (17 CFR 240.14a-12)

           [ ]    Pre-commencement communications pursuant to Rule 14d-2(b)
           under the Exchange Act (17 CFR 240.14d-2(b))

           [ ]    Pre-commencement communications pursuant to Rule 13e-4(c)
           under the Exchange Act (17 CFR 240.13e-4(c))





Item 7.01         Regulation FD Disclosure.

Effective as of the close of business on September 30, 2005, the separation of
the business of Ameriprise Financial, Inc. ("Ameriprise Financial"), our parent
company, from American Express Company ("AXP") and the distribution of the
common stock of Ameriprise Financial to the stockholders of AXP was completed in
a tax free spin-off. A copy of the Ameriprise Financial press release, attached
hereto as Exhibit 99, is being furnished pursuant to Regulation FD and is
incorporated by reference herein.

Item 9.01         Financial Statements and Exhibits.

         (c) Exhibits.

Exhibit 99        Press Release issued by Amerprise Financial, dated
                  October 3, 2005.





                                    SIGNATURE


       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.




                                            AMERIPRISE CERTIFICATE COMPANY
                                            (REGISTRANT)

                                            By:   /s/ Brian J. McGrane
                                                  ----------------------------
                                            Name:  Brian J. McGrane
                                            Title: Chief Financial Officer




DATE:   October 3, 2005





                          AMERIPRISE CERTIFICATE COMPANY
                           CURRENT REPORT ON FORM 8-K
                          Report Dated October 3, 2005


Exhibit No.          Description
- -----------          -----------

Exhibit 99           Press Release Issued by Ameriprise Financial, Inc., dated
                     October 3, 2005.