N-Q

As filed with the Securities and Exchange Commission on November 28, 2008

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:	December 31, 2008
Date of reporting period:	September 30, 2008

Item 1. Schedule of Investments.

SCHEDULE OF INVESTMENTS (unaudited)September 30, 2008

Shares		Security Description	Market Value
		COMMON STOCKS 97.7%
		BASIC INDUSTRIES 13.4%
	2,219,000	Bemis Co., Inc.	$	58,159,990
	1,970,000	Ecolab Inc.		95,584,400
	3,100,000	H.B. Fuller Co. (b)		64,697,000
	3,510,000	Valspar Corp.		78,237,900
				296,679,290
		CAPITAL GOODS 13.5%
	2,010,000	Donaldson Co., Inc.		84,239,100
	300,000	Fastenal Co.		14,817,000
	2,095,000	Graco Inc.		74,602,950
	1,087,300	MTS Systems Corp. (b)		45,775,330
	2,320,000	Pentair, Inc.		80,202,400
				299,636,780
		CONSUMER CYCLICAL 9.0%
	490,000	Briggs & Stratton Corp.		7,928,200
	480,000	G&K Services, Inc., Class A		15,864,000
	2,030,000	Target Corp.		99,571,500
	1,860,000	Toro Co. (b)		76,818,000
				200,181,700
		CONSUMER STAPLE 6.0%
	974,000	General Mills, Inc.		66,933,280
	1,570,000	Hormel Foods Corp.		56,959,600
	480,000	SUPERVALU Inc.		10,416,000
				134,308,880
		DIVERSIFIED 7.2%
	1,440,000	3M Co.		98,366,400
	2,390,000	General Electric Co.		60,945,000
				159,311,400
		FINANCIAL 16.8%
	1,250,000	Associated Banc-Corp.		24,937,500
	250,000	Marshall & Ilsley Corp.		5,037,500
	653,600	MoneyGram International, Inc.		928,112
	1,030,000	Principal Financial Group		44,794,700
	3,190,000	TCF Financial Corp.		57,420,000

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SCHEDULE OF INVESTMENTS (unaudited) (continued)September 30, 2008

Shares		Security Description	Market Value
		COMMON STOCKS (continued)
		FINANCIAL (continued)
	600,000	The Travelers Cos., Inc.	$	27,120,000
	2,720,000	U.S. Bancorp		97,974,400
	3,050,000	Wells Fargo & Co.		114,466,500
				372,678,712
		HEALTH CARE 20.1%
	924,000	Baxter International Inc.		60,642,120
	1,300,000	Johnson & Johnson		90,064,000
	2,190,000	Medtronic, Inc.		109,719,000
	850,000	Patterson Cos., Inc. (a)		25,848,500
	2,510,000	Pfizer Inc.		46,284,400
	1,320,000	St. Jude Medical, Inc. (a)		57,406,800
	740,000	SurModics, Inc. (a)		23,302,600
	140,000	Techne Corp.		10,096,800
	370,000	Zimmer Holdings, Inc. (a)		23,887,200
				447,251,420
		TECHNOLOGY 10.9%
	1,340,000	ADC Telecommunications, Inc. (a)		11,323,000
	1,660,000	Corning Inc.		25,962,400
	870,000	Daktronics, Inc.		14,494,200
	2,270,000	Emerson Electric Co.		92,593,300
	1,400,625	Honeywell International Inc.		58,195,969
	1,220,000	Intel Corp.		22,850,600
	300,000	Metavante Technologies (a)		5,778,000
	650,000	Stratasys, Inc. (a)		11,355,500
				242,552,969
		TRANSPORTATION 0.8%
	290,000	United Parcel Service, Inc., Class B		18,238,100
		TOTAL COMMON STOCKS	$	2,170,839,251
		(cost $1,630,537,343)

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SCHEDULE OF INVESTMENTS (unaudited) (continued)September 30, 2008

Shares		Security Description	Market Value
		SHORT-TERM INVESTMENTS 2.0%
	32,094,361	First American Prime Obligations Fund, Class Z	$	32,094,361
	12,542,393	Merrill Lynch Premier Institutional Money Market Fund		12,542,393
		TOTAL SHORT-TERM INVESTMENTS	$	44,636,754
		(cost $44,636,754)
		TOTAL INVESTMENTS 99.7%	$	2,215,476,005
		(cost $1,675,174,097)
		OTHER ASSETS AND LIABILITIES (NET) 0.3%		7,745,519
		TOTAL NET ASSETS 100.0%	$	2,223,221,524

^(a)  Non-income producing.

^(b)  Affiliated company.

See accompanying Notes to Schedule of Investments.

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NOTES TO SCHEDULE OF INVESTMENTS (unaudited)September 30, 2008

Security Valuations

Security valuations for fund investments are furnished by independent pricing services that have been approved by the Fund's Board of Directors (the Board). Investments in equity securities that are traded on an original exchange are stated at the last quoted sales price if readily available for such securities on each business day. Other equity securities traded in the over-the-counter market and listed equity securities for which no sale was reported on that date are stated at the last quoted bid price. Debt obligations with 60 days or less remaining until maturity may be valued at their amortized cost, which approximates market.

Securities for which prices are not available from an independent pricing service, but where an active market exists, are valued using market quotations obtained from one or more dealers that make markets in the securities or from a widely used quotation system. When market quotations are not readily available, or where the last quoted sale price is not considered representative of the value of the security if it were to be sold on that day, the security will be valued at fair value as determined in good faith by the Fair Valuation Committee appointed by the Board, pursuant to procedures approved by the Board. Factors that may be considered in determining the fair value of a security are fundamental analytical data relating to the security; the nature and duration of any restrictions on the disposition of the security; and the forces influencing the market in which the security is purchased or sold. As of September 30, 2008, no securities in the Fund were valued using this method.

Valuation Measurements

Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in the three broad levels listed below:

Level 1 – Quoted prices in active markets for identical securities.

Level 2 – Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3 – Significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Fund's net assets as of September 30, 2008.

Valuation Inputs	Investments in Securities
Level 1 – Quoted Prices	$	2,215,476,005
Level 2 – Other Significant Observable Inputs		—
Level 3 – Significant Unobservable Inputs		—
Total	$	2,215,476,005

Security Transactions

Security transactions are recorded on the date on which securities are purchased or sold.

Income Taxes

At September 30, 2008, the cost of investments for federal income tax purposes was equal to the cost for financial reporting purposes. Net unrealized appreciation aggregated $540,301,908 of which $683,149,230 represented appreciated investment securities and $142,847,322 represented depreciated investment securities.

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NOTES TO SCHEDULE OF INVESTMENTS (unaudited)September 30, 2008

Transactions With Affiliated Companies

The Fund owns 5% or more of the voting securities of the following companies as of September 30, 2008. As a result, these companies are deemed to be affiliates of the Fund as defined by the Investment Company Act of 1940. Transactions during the period in these securities of affiliated companies were as follows:

	Share Activity
Security Name	Balance 12/31/07		Purchases		Sales		Balance 09/30/08		Dividend Income		Value at 09/30/08
H.B. Fuller Co.		3,200,000		—		100,000		3,100,000	$	626,160	$	64,697,000
MTS Systems Corp.		1,136,700		13,300		62,700		1,087,300		511,005		45,775,330
Toro Corp.		1,750,000		110,000		—		1,860,000		537,000		76,818,000
									$	1,674,165	$	187,290,330

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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.

Separate certifications for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)).  Filed herewith.

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 25, 2008

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 25, 2008
By (Signature and Title)*		/s/ Lisa J. Hartzell
		Lisa J. Hartzell, Treasurer
		(Principal Financial Officer)
Date	November 25, 2008

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

EX-99.CERT

Exhibit 99.Cert

CERTIFICATION

I, William B. Frels, 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:	Nov 25, 2008	/s/ William B. Frels
		William B. Frels President

CERTIFICATION

I, Lisa J. Hartzell, 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:	November 25, 2008	/s/ Lisa J. Hartzell
		Lisa J. Hartzell Treasurer