N-Q

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

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-00802
Mairs and Power Growth Fund, Inc.
(Exact name of registrant as specified in charter)
332 Minnesota Street, Suite W1520, St. Paul, MN				55101
(Address of principal executive offices)				(Zip Code)
William B. Frels, President, 332 Minnesota Street, Suite W1520, St. Paul, MN  55101
(Name and address of agent for service)
Registrant's telephone number, including area code:			651-222-8478
Date of fiscal year end:	12/31/2004
Date of reporting period:		09/30/2004

Item 1.Schedule of Investments.

Schedule of Investments                                                                                                                                                              ;                                                                                                                                                                          &# 160;                                                                                                                                             September 30, 2004

Number of Shares	COMMON STOCKS	Market Value
	BASIC INDUSTRIES 12.2%
1,790,000	Bemis Company, Inc.	$	47,578,200
1,870,000	Ecolab Inc.	58,792,800
1,660,000	H. B. Fuller Company	45,484,000
1,280,000	The Valspar Corporation	59,750,400
		211,605,400
	CAPITAL GOODS 12.3%
2,090,000	Donaldson Company, Inc.	59,335,100
1,783,993	Graco Inc.	59,763,765
1,285,000	MTS Systems Corporation	27,306,250
1,920,000	Pentair, Inc.	67,027,200
		213,432,315
	CONSUMER CYCLICAL 8.1%
1,900,000	Target Corporation	85,975,000
807,600	The Toro Company	55,159,080
		141,134,080
	CONSUMER STAPLE 9.5%
1,300,000	General Mills, Inc.	58,370,000
1,820,000	Hormel Foods Corporation	48,739,600
166,293	Smucker (J. M. Co.)	7,385,072
1,860,000	SUPERVALU Inc.	51,243,000
		165,737,672
	DIVERSIFIED 6.9%
1,600,000	General Electric Company	53,728,000
820,000	3M Company	65,575,400
		119,303,400
	FINANCIAL 16.5%
490,000	Associated Banc-Corp.	15,714,300
1,260,000	The St. Paul Travelers Companies, Inc.	41,655,600
2,500,000	TCF Financial Corporation	75,725,000
2,320,000	U.S. Bancorp	67,048,000
1,470,000	Wells Fargo & Company	87,656,100
		287,799,000
	HEALTH CARE 19.0%
1,230,000	Baxter International Inc.	39,556,800
1,010,000	Johnson & Johnson	56,893,300
1,590,000	Medtronic, Inc.	82,521,000
560,000	Merck & Co.	18,480,000
1,920,000	Pfizer Inc.	58,752,000
640,000	St. Jude Medical, Inc. *	48,172,800
412,000	SurModics, Inc. *	9,785,000
410,000	Techne Corporation *	15,653,800
		329,814,700

Number of Shares	COMMON STOCKS	Market Value
	TECHNOLOGY 12.0%
2,800,000	ADC Telecommunications, Inc. *	$	5,068,000
2,220,000	Ceridian Corporation *	40,870,200
1,200,000	Corning Incorporated *	13,296,000
1,287,030	eFunds Corporation *	23,925,888
870,000	Emerson Electric Co.	53,844,300
1,300,000	Honeywell International Inc.	46,618,000
1,220,000	Intel Corporation	24,473,200
		208,095,588
	UTILITIES 1.1%
500,000	Verizon Communications Inc.	19,690,000
	TOTAL COMMON STOCKS 97.6%	1,696,612,155
	SHORT TERM INVESTMENTS 2.5%
32,842,725	First American Prime Obligation Fund Class I	32,842,725
10,707,798	Merrill Lynch Institutional Money Market Fund	10,707,798
		43,550,523
	TOTAL INVESTMENTS 100.1%	1,740,162,678
	OTHER ASSETS AND LIABILITIES (NET) -0.1%	(1,294,821		)
	NET ASSETS 100%	$	1,738,867,857

*Non-income producing

Item 2.Controls and Procedures.

a)The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-Q was recorded, processed, summarized and reported within the time period specified by the SEC’s rules and forms.

b)There was no change in the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3.Exhibits

(a)Certifications required by Rule 30a-2(a) under the Investment Company Act of 1940.

Attached as exhibits 3(a).1 and 3(a).2 to this form.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)		Mairs and Power Growth Fund, Inc.
By (Signature and Title)
*	/s/ William B. Frels
	William B. Frels, President
Date	November 29, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)
*	/s/ William B. Frels
	William B. Frels, President
	(principal executive officer)
Date	November 29, 2004
By (Signature and Title)
*	/s/ Lisa J. Hartzell
	Lisa J. Hartzell, Treasurer
	(principal financial officer)
Date	November 29, 2004

*  Print the name and title of each signing officer under his or her signature.

EX-99.3(A).1

Exhibit 3(a).1

CERTIFICATION PURSUANT TO
RULE 30a-2(a) UNDER THE INVESTMENT COMPANY ACT OF 1940

I, William B. Frels, President of Mairs and Power Growth Fund, Inc., certify that:

1.I have reviewed this report on Form N-Q of Mairs and Power Growth 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 schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 29, 2004
		/s/ William B. Frels
		William B. Frels, President

EX-99.3(A).2

Exhibit 3(a).2

CERTIFICATION PURSUANT TO
RULE 30a-2(a) UNDER THE INVESTMENT COMPANY ACT OF 1940

I, Lisa J. Hartzell, Treasurer of Mairs and Power Growth Fund, Inc., certify that:

1.I have reviewed this report on Form N-Q of Mairs and Power Growth 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 schedules of investments included in this report, fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 29, 2004
		/s/ Lisa J. Hartzell
		Lisa J. Hartzell, Treasurer