N-Q

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

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

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:	12/31/2005
Date of reporting period:		03/31/05

Item 1.    Schedule of Investments.

Schedule of Investments March 31, 2005

Number of Shares	COMMON STOCKS	Market Value
	BASIC INDUSTRIES 11.9%
2,040,000	Bemis Company, Inc.	$	63,484,800
2,110,000	Ecolab Inc.	69,735,500
2,000,000	H. B. Fuller Company	58,000,000
1,584,000	The Valspar Corporation	73,719,360
		264,939,660
	CAPITAL GOODS 11.6%
2,230,000	Donaldson Company, Inc.	71,984,400
1,793,993	Graco Inc.	72,405,557
1,340,000	MTS Systems Corporation	38,900,200
1,920,000	Pentair, Inc.	74,880,000
		258,170,157
	CONSUMER CYCLICAL 8.7%
720,000	Briggs and Stratton Corporation	26,215,200
1,940,000	Target Corporation	97,038,800
787,600	The Toro Company	69,702,600
		192,956,600
	CONSUMER STAPLE 9.9%
1,500,000	General Mills, Inc.	73,725,000
1,980,000	Hormel Foods Corporation	61,597,800
133,984	Smucker (J. M.) Co.	6,739,395
2,350,000	SUPERVALU Inc.	78,372,500
		220,434,695
	DIVERSIFIED 7.1%
1,900,000	General Electric Company	68,514,000
1,060,000	3M Company	90,831,400
		159,345,400
	FINANCIAL 16.5%
920,000	Associated Banc-Corp.	28,731,600
700,000	Principal Financial Group, Inc.	26,943,000
1,280,000	The St. Paul Travelers Companies, Inc.	47,014,400
2,960,000	TCF Financial Corporation	80,364,000
2,810,000	U.S. Bancorp	80,984,200
1,730,000	Wells Fargo & Company	103,454,000
		367,491,200
	HEALTH CARE 17.8%
1,550,000	Baxter International Inc.	52,669,000
1,010,000	Johnson & Johnson	67,831,600
1,770,000	Medtronic, Inc.	90,181,500
600,000	Merck & Co.	19,422,000
2,470,000	Pfizer Inc.	64,886,900
1,540,000	St. Jude Medical, Inc. *	55,440,000
550,000	SurModics, Inc. *	17,550,500
715,500	Techne Corporation *	28,748,790
		396,730,290

Number of Shares	COMMON STOCKS	Market Value
	TECHNOLOGY 12.4%
5,000,000	ADC Telecommunications, Inc. *	$	9,950,000
2,880,000	Ceridian Corporation *	49,104,000
1,280,000	Corning Incorporated *	14,246,400
1,287,030	eFunds Corporation *	28,726,510
1,190,000	Emerson Electric Co.	77,266,700
1,590,000	Honeywell International Inc.	59,163,900
1,580,000	Intel Corporation	36,703,400
		275,160,910
	UTILITIES 0.8%
500,000	Verizon Communications Inc.	17,750,000
	TOTAL COMMON STOCKS 96.7%	2,152,978,912
	SHORT TERM INVESTMENTS 3.5%
68,137,517	First American Prime Obligation Fund Class I	68,137,517
10,811,038	Merrill Lynch Institutional Money Market Fund	10,811,038
		78,948,555
	TOTAL INVESTMENTS 100.2%	2,231,927,467
	OTHER ASSETS AND LIABILITIES (NET) -0.2%	(5,627,867		)
	NET ASSETS 100%	$	2,226,299,600

*Non-income producing

As of March 31, 2005, the cost of investments for federal income tax purposes was $1,676,767,280. Net unrealized appreciation on investments aggregated $555,160,186 of which $592,963,616 related to appreciated investment securities and $37,803,430 related to depreciated investment securities.

The financial information in the Schedule of Investments has been taken from the records of the Fund and has not been audited by our independent registered public accounting firm who do not express an opinion thereon.  The financial statements of the Fund will be subject to audit by our independent registered public accounting firm as of the close of the calendar year.

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	5/27/05

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	5/27/05

By (Signature and Title)
*		/s/ Lisa J. Hartzell
		Lisa J. Hartzell, Treasurer
		(principal financial officer)
Date	5/27/05

*  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)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)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

d)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:	5/27/05
		/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)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)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

d)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:	5/27/05
		/s/ Lisa J. Hartzell
		Lisa J. Hartzell, Treasurer