N-CSR

As filed with the Securities and Exchange Commission on February 27, 2009

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT 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:	December 31, 2008
Date of reporting period:		December 31, 2008

Item 1. Report to Stockholders.

Mairs and Power
Growth Fund, Inc.

Annual Report

December 31, 2008

W1520 First National Bank Building

332 Minnesota Street

St. Paul, Minnesota 55101

TO OUR SHAREHOLDERS

February 12, 2009

Fourth Quarter Results

With the financial crisis gathering momentum, the economic outlook continued to deteriorate over the course of the fourth quarter. As a result, the stock market experienced one of the worst periods ever during the quarter. The Growth Fund performed slightly worse than the overall market showing a negative return of -22.2% compared to negative returns of -21.9% for the Standard & Poor's 500 Stock Index and -18.4% for the Dow Jones Industrial Average. A peer group universe of similar multi-cap core funds shown in the Wall Street Journal had an average negative return of -22.9%.

Responding to the bankruptcy of Lehman Bros. and the mounting loan losses being recognized by the nation's largest banks, confidence collapsed and the economy fell into a tail spin during the fourth quarter. Recently reported Gross Domestic Product showed a decline of 3.8% (preliminary basis), the worst quarterly performance since 1982. The decline would have been even greater at over 5%, had it not been for an adjustment for a build-up in inventories. Consumer spending representing approximately 70% of total GDP slipped 3.5% while residential investment (housing) continued to fall at an exceptionally high 23.6% rate. Business investment also slumped at a very weak 19.1% rate, the largest decline since 1975. Government spending, the only area to show an increase, rose at a 1.9% annual rate. Reflecting the weak economy, corporate profits are estimated to have declined at a 25% or more annual rate.

In light of the almost unprecedented economic weakness, the Federal Reserve aggressively moved to lower interest rates and increase the availability of credit. In December 2008, the overnight funds rate was lowered to an all-time low level of 0-1/4% from a previous 1.0%. The Fed also indicated its intention to expand mortgage credit by purchasing bonds issued by Fannie Mae and Freddie Mac. Additionally, the U. S. Treasury has attempted to provide credit through direct investment in a variety of financial institutions including banks and insurance companies as well as certain non-financial industrial companies. While longer term U. S. Treasury interest rates followed short-term rates down, interest rates on corporates remained relatively high as spreads widened to reflect a heightened level of risk in a faltering economy.

Turning to the stock market, nearly all sectors suffered to one degree or another from the melt-down that occurred during the quarter. However, the financial sector (banks, financial services, and REIT's) declined the most because of its exposure to the mortgage market and other more highly leveraged investments. Basic industries (chemicals, forest products and metals and mining), transportation (airlines, railroads and trucking) and other industrials (building products) tied closely to the more cyclical side of the economy also did poorly. Less cyclically sensitive areas such as consumer staples, health care and utilities fared the best. Among holdings in the Fund, Briggs & Stratton (+8.7%), Associated Banc-Corp (+4.9%), The Travelers Cos. (0.0%), Pfizer (-4.0%) and

1

TO OUR SHAREHOLDERS (continued)

Bemis (-9.7%) performed best while Principal Financial Group (-48.1%), Daktronics (-43.8%), Corning (-39.1%), G & K Services Class A (-38.8%) and Stratasys (-38.5%) did the worst.

2008 In Review

The stock market experienced its worst year since the 1930s in 2008 as a result of the financial crisis that developed over the course of the year and culminated in the fourth quarter. While the Fund was also severely affected, its performance was better than most market benchmarks as well as other comparable funds. For the year, the Fund's investment performance was a negative 28.5% compared to -31.9% for the DJIA and -37.0% for the S & P 500 indices. The Fund compared favorably with a Wall Street Journal peer group universe of multi-cap core funds which produced a negative average return of -38.8%.

While longer term returns were significantly impacted by the severity of last year's stock market sell-off returns, the Fund's relative performance remained favorable. Over the past ten years, the Fund's average annual return was 5.5% compared to 1.7% for the DJIA and -1.4% for the S & P 500 Index. The Fund also did better than a Lipper Multi-Cap Core Fund Index of comparable funds which had a slightly negative average return of -0.5% for the same period.

Because of the weak fourth quarter, the U. S. economy grew at only a 1.3% real rate for the full year in 2008 compared to a sub-par 2.0% during the previous year. Consumer spending, business investment (structures) and government spending all showed some increase while residential fixed investment (housing) and business spending for equipment and software declined. Corporate profits are estimated to have shown a full year decline in the 10-15% range. Finally, inflation, based on the GDP deflator, increased at a 3.2% rate compared to 2.8% in 2007.

Future Outlook

Considering the economic deterioration that took place both here and abroad during the fourth quarter and the continuing rise in unemployment so far in 2009, the outlook appears anything but encouraging. Moreover, a continuing decline in real estate values and an eroding level of consumer confidence also indicate that an early turnaround appears unlikely. However, contrary to what most experts believe, the rapidity and severity of the recent decline in economic activity also suggests that we could be closer to a bottom from which a sustained recovery can take place.

Looking ahead, we believe such factors as home prices, unemployment rates and personal disposable income will begin to stabilize around mid-year and start to show signs of a slow but gradual recovery by the end of the year. This is suggested by a number of factors including the dramatic change in monetary policy which began last fall, resulting in historically low interest rates, significantly lower commodity prices (especially energy) due to reduced world demand and a

2

TO OUR SHAREHOLDERS (continued)

number of massive stimulative actions coming out of Washington aimed at increasing liquidity, providing greater access to credit and restoring confidence.

While the exact timing of a turnaround in the stock market is difficult to predict, history tells us that coming out of a recession, prices usually begin to move up well in advance of any tangible improvement in corporate profits and the overall economy. Because valuation levels (13 times a rather depressed level of estimated 2009 earnings for the S & P 500) appear quite reasonable compared to the current level of interest rates (less than 3% for ten year U. S. Treasury bonds and 1.0% or less for money market fund rates), we believe the market has significant upside potential. Moreover, a record high level of cash reserves in the hands of investors should provide more than enough buying power to fuel any upward move. In conclusion, the risk/reward ratio for the stock market would seem to be very attractive, especially for those investors who have the patience to endure the possibility of lower prices near-term in favor of a much greater longer term potential over the next several years.

Discontinuation of First and Third Quarter Reports to Shareholders

In past years, we have printed and sent first and third quarter reports to shareholders in addition to the required annual and semi-annual reports. In an effort to help control rising expenses, we have decided to forgo the first and third quarter reports starting in 2009. The Fund will continue to prepare and distribute the annual and semi-annual reports as it has always done in the past.

William B. Frels
President and Lead Manager

Mark L. Henneman
Co-Manager

Past performance is no guarantee of future results.

The Fund's investment objective, risks and expenses must be considered carefully before investing. The prospectus contains this and other important information about the Fund, and it may be obtained by calling Shareholder Services at (800) 304-7404, or visiting www.mairsandpower.com. Read it carefully before investing.

3

PERFORMANCE INFORMATION (unaudited)  December 31, 2008

Ten years of investment performance (through December 31, 2008)

This chart illustrates the performance of a hypothetical $10,000 investment made in the Fund 10 years ago.

Average annual total returns for periods ended December 31, 2008

	1 year			5 years			10 years			20 years
Mairs and Power Growth Fund		-28.51	%		0.36	%		5.48	%		12.73	%
S&P 500(1)		-37.00	%		-2.19	%		-1.38	%		8.43	%

Performance data quoted represents past performance and does not guarantee future results. All performance information shown includes the reinvestment of dividend and capital gain distributions, but does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance is updated and published monthly. Visit the Fund's website at www.mairsandpower.com or call Shareholder Services at (800) 304-7404 for current performance figures.

⁽¹⁾  The S&P 500 is an unmanaged index of 500 common stocks that is generally considered representative of the U.S. stock market.

4

FUND INFORMATION (unaudited)  December 31, 2008

Portfolio Managers

William B. Frels, lead manager since 2004
Co-manager since 1999
University of Wisconsin, BBA Finance 1962

Mark L. Henneman, co-manager since 2006
University of Minnesota, MBA Finance 1990

General Information

Fund Symbol		MPGFX
Net Asset Value (NAV) Per Share	$	52.51
Expense Ratio		0.70	%
Portfolio Turnover Rate		2.42	%
Sales Charge		None1
Fund Inception Year		1958

Portfolio Composition

Top Ten Portfolio Holdings

(Percent of Total Net Assets) ²

Emerson Electric Co.	5.0	%
3M Co.	4.9
Wells Fargo & Co.	4.6
Johnson & Johnson	4.5
Target Corp.	4.2
Medtronic, Inc.	4.1
Ecolab Inc.	4.1
U.S. Bancorp	4.1
Donaldson Co., Inc.	4.0
Valspar Corp.	3.8

Portfolio Diversification

(Percent of Total Net Assets)

Common Stocks 97.6%
Health Care	20.3	%
Financial	15.9
Basic Industries	13.9
Capital Goods	12.7
Technology	11.3
Consumer Cyclical	8.6
Diversified	7.3
Consumer Staple	6.6
Transportation	1.0
Short-term Investments 2.4%3	2.4
	100.0	%

¹  Although the Fund is no-load, investment management fees and other expenses still apply.

²  All holdings in the portfolio are subject to change without notice and may or may not represent current or future portfolio composition. The mention of specific securities is not intended as a recommendation or offer for a particular security, nor is it intended to be a solicitation for the purchase or sale of any security.

³  Represents short-term investments and other assets and liabilities (net).

5

SCHEDULE OF INVESTMENTS  December 31, 2008

Shares		Security Description	Value
		COMMON STOCKS 97.6%
		BASIC INDUSTRIES 13.9%
	2,219,000	Bemis Co., Inc.	$	52,545,920
	1,950,000	Ecolab Inc.		68,542,500
	3,100,000	H.B. Fuller Co. (a)		49,941,000
	3,510,000	Valspar Corp.		63,495,900
				234,525,320
		CAPITAL GOODS 12.7%
	2,010,000	Donaldson Co., Inc.		67,636,500
	330,000	Fastenal Co.		11,500,500
	2,095,000	Graco Inc.		49,714,350
	1,097,300	MTS Systems Corp. (a)		29,232,072
	2,320,000	Pentair, Inc.		54,914,400
				212,997,822
		CONSUMER CYCLICAL 8.6%
	200,000	Briggs & Stratton Corp.		3,518,000
	500,000	G&K Services, Inc., Class A		10,110,000
	2,030,000	Target Corp.		70,095,900
	1,860,000	Toro Co. (a)		61,380,000
				145,103,900
		CONSUMER STAPLE 6.6%
	904,000	General Mills, Inc.		54,918,000
	1,570,000	Hormel Foods Corp.		48,795,600
	480,000	SUPERVALU Inc.		7,008,000
				110,721,600
		DIVERSIFIED 7.3%
	1,440,000	3M Co.		82,857,600
	2,410,000	General Electric Co.		39,042,000
				121,899,600

6

SCHEDULE OF INVESTMENTS (continued)  December 31, 2008

Shares		Security Description	Value
		COMMON STOCKS (continued)
		FINANCIAL 15.9%
	1,250,000	Associated Banc-Corp.	$	26,162,500
	250,000	Marshall & Ilsley Corp.		3,410,000
	910,000	Principal Financial Group		20,538,700
	3,190,000	TCF Financial Corp.		43,575,400
	600,000	The Travelers Cos., Inc.		27,120,000
	2,740,000	U.S. Bancorp		68,527,400
	2,630,000	Wells Fargo & Co.		77,532,400
				266,866,400
		HEALTH CARE 20.3%
	924,000	Baxter International Inc.		49,517,160
	1,270,000	Johnson & Johnson		75,984,100
	2,220,000	Medtronic, Inc.		69,752,400
	900,000	Patterson Cos., Inc. (b)		16,875,000
	2,510,000	Pfizer Inc.		44,452,100
	1,290,000	St. Jude Medical, Inc. (b)		42,518,400
	740,000	SurModics, Inc. (b)		18,699,800
	127,000	Techne Corp.		8,194,040
	400,000	Zimmer Holdings, Inc. (b)		16,168,000
				342,161,000
		TECHNOLOGY 11.3%
	530,000	ADC Telecommunications, Inc. (b)		2,899,100
	1,840,000	Corning Inc.		17,535,200
	982,000	Daktronics, Inc.		9,191,520
	2,300,000	Emerson Electric Co.		84,203,000
	1,430,000	Honeywell International Inc.		46,946,900
	1,220,000	Intel Corp.		17,885,200
	300,000	Metavante Technologies (b)		4,833,000

7

SCHEDULE OF INVESTMENTS (continued)  December 31, 2008

Shares		Security Description	Value
		COMMON STOCKS (continued)
		TECHNOLOGY (continued)
	650,000	Stratasys, Inc. (b)	$	6,987,500
				190,481,420
		TRANSPORTATION 1.0%
	20,000	C.H. Robinson Worldwide, Inc.		1,100,600
	290,000	United Parcel Service, Inc., Class B		15,996,400
				17,097,000
		TOTAL COMMON STOCKS	$	1,641,854,062
		(cost $1,573,416,580)
		SHORT-TERM INVESTMENTS 2.3%
	25,411,683	First American Prime Obligations Fund, Class Z	$	25,411,683
	12,629,551	Merrill Lynch Premier Institutional Money Market Fund		12,629,551
		TOTAL SHORT-TERM INVESTMENTS (cost $38,041,234)	$	38,041,234
		TOTAL INVESTMENTS 99.9%	$	1,679,895,296
		(cost $1,611,457,814)
		OTHER ASSETS AND LIABILITIES (NET) 0.1%		1,821,789
		TOTAL NET ASSETS 100.0%	$	1,681,717,085

^(a)  Affiliated company (Note 5).

^(b)  Non-income producing.

See accompanying Notes to Financial Statements.

8

STATEMENT OF ASSETS AND LIABILITIES  December 31, 2008

ASSETS
Investments, at value (Note 1):
Unaffiliated securities (cost $1,529,591,177)	$	1,539,342,224
Affiliated securities (cost $81,866,637) (Note 5)		140,553,072
		1,679,895,296
Receivable for Fund shares sold		461,978
Dividends receivable		3,973,610
		1,684,330,884
LIABILITIES
Payable for Fund shares redeemed		1,638,340
Accrued investment management fees (Note 2)		838,445
Accrued Fund administration fees (Note 2)		5,706
Accrued expenses and other liabilities		131,308
		2,613,799
NET ASSETS	$	1,681,717,085
NET ASSETS CONSIST OF
Portfolio capital		1,613,173,858
Undistributed net investment income		49,115
Undistributed net realized gain on investments		56,630
Net unrealized appreciation of investments		68,437,482
TOTAL NET ASSETS	$	1,681,717,085
Fund shares issued and outstanding (par value $0.01 per share; 100,000,000 authorized)		32,028,324
Net asset value per share	$	52.51

See accompanying Notes to Financial Statements.

9

STATEMENT OF OPERATIONS  Year Ended December 31, 2008

INVESTMENT INCOME
Income:
Dividends from unaffiliated securities	$	51,412,865
Dividends from affiliated securities (Note 5)		2,601,360
TOTAL INCOME			$	54,014,225
Expenses:
Investment management fees (Note 2)		13,286,285
Fund administration fees (Note 2)		170,584
Fund accounting		219,080
Directors' compensation (Note 2)		178,600
Transfer agent fees		703,851
Custodian fees		152,105
Legal and audit fees		70,226
Other expenses		643,474
TOTAL EXPENSES				15,424,205
NET INVESTMENT INCOME				38,590,020
NET REALIZED GAIN AND NET CHANGE IN UNREALIZED APPRECIATION/DEPRECIATION OF INVESTMENTS (Note 4)
Net realized gain on:
Unaffiliated securities		24,975,227
Affiliated securities (Note 5)		1,676,793
				26,652,020
Net change in unrealized appreciation/depreciation of investments				(766,918,026	)
NET REALIZED GAIN AND NET CHANGE IN UNREALIZED APPRECIATION/DEPRECIATION OF INVESTMENTS				(740,266,006	)
NET DECREASE IN NET ASSETS FROM OPERATIONS			$	(701,675,986	)

See accompanying Notes to Financial Statements.

10

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended December 31,
	2008			2007
OPERATIONS
Net investment income	$	38,590,020		$	34,333,455
Net realized gain on investments sold		26,652,020			117,419,357
Net change in unrealized appreciation/depreciation of investments		(766,918,026	)		(17,560,867	)
NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS		(701,675,986	)		134,191,945
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income		(38,608,172	)		(34,351,941	)
Net realized gain		(26,811,353	)		(117,117,641	)
TOTAL DISTRIBUTIONS TO SHAREHOLDERS		(65,419,525	)		(151,469,582	)
CAPITAL TRANSACTIONS
Proceeds from shares sold		115,434,888			175,451,134
Reinvestment of distributions from net investment income and net realized gains		60,331,296			141,041,747
Cost of shares redeemed		(339,092,855	)		(381,391,144	)
DECREASE IN NET ASSETS FROM CAPITAL TRANSACTIONS		(163,326,671	)		(64,898,263	)
TOTAL DECREASE IN NET ASSETS		(930,422,182	)		(82,175,900	)
NET ASSETS
Beginning of period		2,612,139,267			2,694,315,167
End of period (including undistributed net investment income of $49,115 and $67,267, respectively)	$	1,681,717,085		$	2,612,139,267
FUND SHARE TRANSACTIONS
Shares sold		1,738,669			2,188,182
Shares issued for reinvested distributions		1,119,429			1,821,893
Shares redeemed		(5,066,060	)		(4,719,755	)
NET DECREASE IN FUND SHARES		(2,207,962	)		(709,680	)

See accompanying Notes to Financial Statements.

11

NOTES TO FINANCIAL STATEMENTS  December 31, 2008

Note 1 – Organization and Significant Accounting Policies

The Mairs and Power Growth Fund, Inc. (the Fund) is registered under the Investment Company Act of 1940 (as amended) as a diversified, no-load, open-end management investment company. The objective of the Fund is to provide shareholders with a diversified portfolio of common stocks, which have the potential for above-average, long-term appreciation.

Significant accounting policies of the Fund are as follows:

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 listed 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 December 31, 2008, no s ecurities in the Fund were valued using this method.

Valuation Measurements

Statement of Financial Accounting Standards No. 157 "Fair Value Measurements" (SFAS 157) establishes an authoritative definition of fair value and sets out a hierarchy for measuring fair value. SFAS 157 requires additional disclosures about the various inputs used to develop the measurements of fair value. 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.).

12

NOTES TO FINANCIAL STATEMENTS (continued)  December 31, 2008

Note 1 – Organization and Significant Accounting Policies (continued)

•  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 December 31, 2008:

Valuation Inputs	Investments in Securities
Level 1 – Quoted Prices	$	1,679,895,296
Level 2 – Other Significant Observable Inputs		—
Level 3 – Significant Unobservable Inputs		—
Total	$	1,679,895,296

Security Transactions and Investment Income

Security transactions are recorded on the date on which securities are purchased or sold. Dividend income and corporate action transactions are recorded on the ex-dividend date, and interest income is recorded on the accrual basis. Realized gains and losses are reported on an identified cost basis.

Income Taxes

The Fund is a "regulated investment company" as defined in Subtitle A, Chapter 1, subchapter M of the Internal Revenue Code (the Code), as amended. No provision has been made for federal income taxes as it is the intention of the Fund to comply with the provisions of the Code applicable to regulated investment companies and to make distributions of income and realized gains sufficient to relieve it from all or substantially all excise and income taxes.

Financial Accounting Standards Board Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48) provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions to be taken or expected to be taken in the course of preparing the Fund's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the "more-likely-than-not" threshold would be recorded as a tax benefit or expense in the current year. As of December 31, 2008 the Fund did not have any tax positions that did not meet the "more-likely-than-not" threshold of

13

NOTES TO FINANCIAL STATEMENTS (continued)  December 31, 2008

Note 1 – Organization and Significant Accounting Policies (continued)

being sustained by the applicable tax authority. Generally, tax authorities can examine all tax returns filed for the last three years.

Basis of Presentation

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amount of net assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported results of operations during the reporting period. Actual results could differ from those estimates.

Note 2 – Related-Party Transactions

Investment Management and Fund Administration Fees

Mairs and Power, Inc. provides investment management and fund administration services to the Fund under written agreements approved by the Board. The Fund is charged an investment management fee paid to Mairs and Power, Inc. computed at an annual rate of 0.60% of daily net assets up to $2.5 billion, and 0.50% of daily net assets in excess of $2.5 billion. The fund administration fee paid to Mairs and Power, Inc. was computed at an annual rate of 0.01% of daily net assets during the period January 1, 2008 through June 30, 2008 and 0.005% during the period July 1, 2008 through December 31, 2008.

Directors' Compensation

Directors' compensation is paid to individuals who are disinterested directors of the Fund. No compensation is paid to the owners of Mairs and Power, Inc., including principal officers who are not directors of the Fund and William B. Frels, who is an interested director and officer of the Fund.

Note 3 – Indemnifications

In the normal course of business, the Fund enters into contracts that contain general indemnifications to other parties. The Fund's maximum exposure under these contracts is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

14

NOTES TO FINANCIAL STATEMENTS (continued)  December 31, 2008

Note 4 – Distributions Paid, Distributable Earnings, and Investment Transactions

Net investment income and net realized gains (losses) may differ for financial reporting and tax purposes because of temporary or permanent book/tax differences. To the extent these differences are permanent, reclassifications are made to the appropriate equity accounts in the period that the difference arises.

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from accounting principles generally accepted in the United States. In addition, due to the timing of dividend distributions, the fiscal year in which the amounts are distributed may differ from the year that the income or realized gains (losses) were recorded by the Fund.

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

	2008		2007
Distributions paid from:
Ordinary income	$	38,608,172	$	34,351,941
Long-term capital gains		26,811,353		117,117,641
	$	65,419,525	$	151,469,582

The Fund designated as long-term capital gain dividend, pursuant to Internal Revenue Code Section852(b)(3), the amount necessary to reduce the earnings and profits of the Fund related to net capital gain to zero for the tax year ended December 31, 2008.

At December 31, 2008, the components of accumulated earnings (losses) on a tax basis were as follows:

Cost of investments	$	1,611,659,991
Gross unrealized appreciation	$	357,459,762
Gross unrealized depreciation		(289,224,457	)
Net unrealized appreciation	$	68,235,305
Undistributed ordinary income	$	49,115
Undistributed long-term capital gains		258,807
Total distributable earnings	$	307,922
Total accumulated earnings	$	68,543,227

The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales.

15

NOTES TO FINANCIAL STATEMENTS (continued)  December 31, 2008

Note 4 – Distributions Paid, Distributable Earnings, and Investment Transactions (continued)

Purchases and sales of investment securities, excluding government securities, short-term securities and temporary cash investments, during the year ended December 31, 2008, aggregated $52,747,917 and $234,360,035, respectively. No purchases and sales of government securities occurred during the period.

Note 5 – Transactions With Affiliated Companies

The Fund owns 5% or more of the voting securities of the following companies as of December 31, 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 12/31/08		Dividend Income		Value at 12/31/08
H.B. Fuller Co.		3,200,000		—		100,000		3,100,000	$	830,760	$	49,941,000
MTS Systems Corp.		1,136,700		23,300		62,700		1,097,300		675,600		29,232,072
Toro Co.		1,750,000		110,000		—		1,860,000		1,095,000		61,380,000
									$	2,601,360	$	140,553,072

16

FINANCIAL HIGHLIGHTS

SELECTED DATA AND RATIOS

(for a share outstanding throughout year)

	Year Ended December 31,
	2008			2007			2006			2005			2004
Per Share
Net asset value, beginning of year	$	76.30		$	77.10		$	71.69		$	70.33		$	60.90
Income from investment operations:
Net investment income		1.22			1.04			0.93			0.78			0.68
Net realized and unrealized gain (loss)		(22.93	)		2.79			6.40			2.29			10.25
Total from investment operations		(21.71	)		3.83			7.33			3.07			10.93
Distributions to shareholders from:
Net investment income		(1.22	)		(1.04	)		(0.91	)		(0.78	)		(0.68	)
Net realized gains		(0.86	)		(3.59	)		(0.99	)		(0.93	)		(0.82	)
Return of capital		-			-			(0.02	)		-			-
Total distributions		(2.08	)		(4.63	)		(1.92	)		(1.71	)		(1.50	)
Net asset value, end of year	$	52.51		$	76.30		$	77.10		$	71.69		$	70.33
Total investment return		(28.51	)%		4.90	%		10.24	%		4.37	%		17.99	%
Net assets, end of year (in thousands)	$	1,681,717		$	2,612,139		$	2,694,315		$	2,522,769		$	2,058,210
Ratios/supplemental data:
Ratio of expenses to average net assets		0.70	%		0.68	%		0.69	%		0.70	%		0.73	%
Ratio of net investment income to average net assets		1.75			1.26			1.21			1.15			1.12
Portfolio turnover rate		2.42			4.44			4.39			2.77			2.87

See accompanying Notes to Financial Statements.

17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors
Mairs and Power Growth Fund, Inc.

We have audited the accompanying statement of assets and liabilities of Mairs and Power Growth Fund, Inc. (the Fund), including the schedule of investments, as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and sig nificant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Mairs and Power Growth Fund, Inc. at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Minneapolis, Minnesota
February 11, 2009

18

FUND EXPENSES (unaudited)

As a shareholder of the Fund, you incur ongoing expenses for the operation of the Fund (e.g., asset-based charges, such as investment management fees). The Fund is a "no-load" mutual fund. As a result, shareholders pay no commissions, fees, or expenses associated with sales representatives or sales charges.

This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The table below reports the Fund's expenses during the reporting period (July 1, 2008 through December 31, 2008) and includes the costs associated with a $1,000 investment.

Actual Expenses

The first line in the table below may be used to estimate the actual expenses you paid over the reporting period. You can do this by dividing your account value by $1,000 and multiplying the result by the expense shown in the table below. For example, if your account value is $8,600, divided by $1,000 = $8.60. Multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period." By doing this you can estimate the expenses you paid on your account during this period.

Hypothetical Example

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expenses and an assumed return of 5% per year before expenses, which is not the Fund's actual return. The results may be used to provide you with a basis for comparing the ongoing costs of investing in the Fund with the costs of investing in other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that this hypothetical example may not be used to estimate the actual ending account balance or expenses you paid during the period.

	Beginning Account Value 07/01/2008		Ending Account Value 12/31/2008		Expenses Paid During Period *
Actual return	$	1,000.00	$	810.80	$	3.19
Hypothetical assumed 5% return	$	1,000.00	$	1,021.62	$	3.56

* The Fund's expenses are equal to the Fund's annualized expense ratio for the most recent six-month period of 0.70%, multiplied by the average account value over the Fund's second fiscal half-year, multiplied by the number of days in the Fund's second fiscal half-year (184 days), divided by 366 days.

19

PROXY VOTING (unaudited)

Proxy Voting Policies and Procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request, by calling Shareholder Services at (800) 304-7404 and requesting a copy of the Statement of Additional Information (SAI) and (ii) on the Securities and Exchange Commission's (SEC's) website at www.sec.gov (access Form N-1A).

Information on how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2008, is available at www.mairsandpower.com and on the SEC's website at www.sec.gov.

DISCLOSURE OF PORTFOLIO HOLDINGS (unaudited)

The Fund files a complete schedule of portfolio holdings on Form N-Q for the first and third quarter-ends and on Form N-CSR for the second and fourth quarter-ends with the SEC. The schedule of portfolio holdings is also printed in the Fund's semi-annual and annual reports to shareholders.

You may obtain a copy of the Fund's latest quarterly report without charge by calling Shareholder Services at (800) 304-7404. The Fund's Forms N-Q and N-CSR are available on the SEC's website at www.sec.gov. Forms N-Q and N-CSR may also be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

A complete copy of the Fund's portfolio holdings will also be available on or about 15 days following each quarter-end on the Fund's website at www.mairsandpower.com.

20

DIRECTORS AND OFFICERS (unaudited)

Information pertaining to the Directors and Officers of the Fund is set forth below. The Statement of Additional Information includes additional information about the Fund's Directors and is available without charge, upon request, by calling Shareholder Services at (800) 304-7404.

Name (age) and address1	Position(s) held with the Fund and length of time served2	Principal occupation(s) during past five years	Number of portfolios in fund complex overseen by Director		Other directorships held by directors and officers
INTERESTED PRINCIPAL OFFICER WHO IS A DIRECTOR
William B. Frels (69)	President since June 2004 and Director since 1992	• Chairman and CEO of the Investment Adviser (2007-present). • President of the Investment Adviser (2002 to 2007). • Treasurer of the Investment Adviser (1996 to 2007). • Vice President of the Investment Adviser (1994 to 2002).		2	N/A
INTERESTED PRINCIPAL OFFICERS WHO ARE NOT DIRECTORS
Peter G. Robb (60)	Vice President since 1994	• Vice President and Secretary of the Investment Adviser (1994-present).	N/A		N/A
Jon A. Theobald (63)	Secretary since 2003; Chief Compliance Officer since 2004	• President and Chief Operating Officer of the Investment Adviser (2007-present). • Chief Compliance Officer of the Investment Adviser (2004-present). • Executive Vice President and Chief Administrative Officer of the Investment Adviser (2002 to 2007). • Senior Vice President, U.S. Trust Company (2001 to 2002).	N/A		N/A
Lisa J. Hartzell (63)	Treasurer since 1996	• Vice President of the Investment Adviser (July 2004 to present). • Manager of Mutual Fund Services of the Investment Adviser (1996 to present).	N/A		N/A

21

DIRECTORS AND OFFICERS (unaudited) (continued)

Name (age) and address1	Position(s) held with the Fund and length of time served2	Principal occupation(s) during past five years	Number of portfolios in fund complex overseen by Director		Other directorships held by directors and officers
DISINTERESTED DIRECTORS
Norbert J. Conzemius (67)	Board Chair since February 2006; Director since 2000	• Retired Chief Executive Officer, Road Rescue Incorporated.		2	N/A
Charles M. Osborne (55)	Audit Committee Chair since February 2006; Director since 2001	• Chief Financial Officer, Fair Isaac Corporation (May 2004 to present). • Chief Financial Officer (2000 to 2004), Vice President (2003 to 2004), University of Minnesota Foundation.		2	N/A
Edward C. Stringer (73)	Director since 2002	• Retired attorney (2002 to 2005), Briggs and Morgan, P.A. • Associate Justice, State of Minnesota Supreme Court (1994 to 2002).		2	N/A
Bert J. McKasy (66)	Director since September 2006	• Attorney, Lindquist & Vennum, P.L.L.P.		2	N/A

¹  Unless otherwise indicated, the mailing address of each officer and director is: W1520 First National Bank Building, 332 Minnesota Street, Saint Paul, MN 55101.

²  Each Director serves until his resignation or mandatory retirement age. Each officer is elected annually and serves until his successor has been duly elected and qualified.

22

MAIRS AND POWER GROWTH FUND, INC.

Established 1958

A No-Load Fund

For Shareholder Services
Call (800) 304-7404
Or write to:

(via Regular Mail)
c/o U.S. Bancorp Fund Services, LLC
615 East Michigan Street
P. O. Box 701
Milwaukee, WI 53201-0701 (via Overnight or Express Mail)
c/o U.S. Bancorp Fund Services, LLC
3^rd Floor
615 East Michigan Street
Milwaukee, WI 53202-0701

For Fund literature and information, visit the Fund's website at:
www.mairsandpower.com

Investment Manager

Mairs and Power, Inc.
W1520 First National Bank Building
332 Minnesota Street
Saint Paul, MN 55101

Custodian

U.S. Bank, N.A.
Custody Operations
1555 North River Center Drive, Suite 302
Milwaukee, WI 53212

Item 2. Code of Ethics.

The registrant adopted its Code of Ethics for Principal Executive Officer and Principal Financial Officer on April 15, 2003.  The Code of Ethics is attached as exhibit 12(a)(1) to this form. There were no waivers granted during the period.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Directors has determined that Mr. Charles M. Osborne, a member of the registrant’s Audit Committee, is an “audit committee financial expert” as defined in Item 3 of Form N-CSR.  Mr. Osborne is “independent” under the standards set forth in Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

Year Ended December 31,	(a) Audit Fees		(b) Audit- Related Fees		(c) Tax Fees		(d) All Other Fees
2007	$	35,600	None		$	5,900	None
2008	$	37,000	$	1,000	$	6,200	None

(b)	Audit related fees include amounts related to the audit of registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings.
(c)	Tax fees include amounts related to tax advice and tax return preparation, compliance and reviews.
(e)(1)	The registrant’s Audit Committee approves the engagement of the accountant before the accountant is engaged by the registrant to render audit and non-audit services. The Audit Committee pre-approved tax-related non-audit services in an amount not to exceed $6,200 for the fiscal year ending December 31, 2008.
(e)(2)	All of the services described in columns (b) through (d) in the table above, were approved in advance by the registrant’s Audit Committee. None of such services was subject to a waiver of the pre-approval requirement pursuant to paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X.
(f)	Not applicable
(g)	The aggregate fees for non-audit services rendered by the registrant’s accountant to the registrant were $5,900 for the fiscal year ended December 31, 2007 and $6,200 for the fiscal year ended December 31, 2008. The aggregate fees for non-audit services rendered by the registrant’s accountant to the registrant’s investment adviser were $59,600 for the fiscal year ended December 31, 2007 and $12,500 for the fiscal year ended December 31, 2008.

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrant.

1

Item 6. Schedule of Investments.

Schedule of Investments is included as part of the report to shareholders filed under Item 1of this Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchases.

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

There has been no material change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.

Item 11. 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 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-CSR 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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Code of Ethics

Mairs and Power Balanced Fund, Inc. Code of Ethics for Principal Executive Officer and Principal Financial Officer.

Attached as exhibits 12(a)(1) to this form.

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

Attached as exhibits 12(a)(2).1 and 12(a)(2).2 to this form.

2

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable to open-end investment companies.

Not applicable to registrant.

(b)Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Attached as exhibit 12(b) to this form.

3

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	2/27/2009

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		2/27/2009
By (Signature and Title)*			/s/ Lisa J. Hartzell
					Lisa J. Hartzell, Treasurer
					(principal financial officer)
Date	2/27/2009

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

EX-99.CODEETH

Exhibit 99.CODEETH

Exhibit 12(a)(1)

MAIRS AND POWER GROWTH FUND, INC.

Code of Ethics

For Principal Executive Officer & Principal Financial Officer

Mairs and Power Balanced Fund, Inc. and Mairs and Power Growth Fund, Inc. (the “Funds”) requires its Principal Executive Officer, Principal Financial Officer, or other Fund officers performing similar functions (the “Principal Officers”), to maintain the highest ethical and legal standards while performing their duties and responsibilities to the Funds, with particular emphasis on those duties that relate to the preparation and reporting of the financial information of the Funds.  The following principles and responsibilities shall govern the professional conduct of the Principal Officers:

1.HONEST AND ETHICAL CONDUCT.

The Principal Officers shall act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships, and shall report any material transaction or relationship that reasonably could be expected to give rise to such conflict between their interests and those of a Fund to the Audit Committee, the full Board of Directors of the Funds, and, in addition, to any other appropriate person or entity that may reasonably be expected to deal with any conflict of interest in timely and expeditious manner.

The Principal Officers shall act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated or compromised.

2.FINANCIAL RECORDS AND REPORTING

The Principal Officers shall provide full, fair, accurate, timely and understandable disclosure in the reports and/or other documents to be filed with or submitted to the Securities and Exchange Commission or other applicable body by a Fund, or that is otherwise publicly disclosed or communicated.  The Principal Officers shall comply with applicable rules and regulations of federal, state, and local governments, and other appropriate private and public regulatory agencies.

The Principal Officers shall respect the confidentiality of information acquired in the course of their work and shall not disclose such information except when authorized or legally obligated to disclose.  The Principal Officers will not use confidential information acquired in the course of their duties as Principal Officers.

The Principal Officers shall share knowledge and maintain skills important and relevant to the Fund’s needs; shall proactively promote ethical behavior of the Fund’s employees and as a partner with industry peers and associates; and shall maintain control over and responsibly manage assets and resources employed or entrusted to them by the Funds.

3.COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The Principal Officers shall establish and maintain mechanisms to oversee the compliance of the Funds with applicable federal, state or local law, regulation or administrative rule, and to identify, report and correct in a swift and certain manner, any detected deviations from applicable federal, state or local law regulation or rule.

4.COMPLIANCE WITH THIS CODE OF ETHICS

The Principal Officers shall promptly report any violations of this Code of Ethics to the Audit Committee as well as the full Board of Directors of the Funds and shall be held accountable for strict adherence to this Code of Ethics.  A proven failure to uphold the standards stated herein shall be grounds for such sanctions as shall be reasonably imposed by the Board of Directors of the Funds.

5.AMENDMENT AND WAIVER

This Code of Ethics may only be amended or modified by approval of the Board of Directors.  Any substantive amendment that is not technical or administrative in nature or any material waiver, implicit or otherwise, of any provision of this Code of Ethics, shall be communicated publicly in accordance with Item 2 of Form N-CSR under the Investment Company Act of 1940.

Adopted by the Board of Directors on April 15, 2003

EX-99.CERT

EXHIBIT 99.CERT

CERTIFICATIONS

I, William B. Frels, certify that:

1.I have reviewed this report on Form N-CSR 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 financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) 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;
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report 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(s) 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:	2/27/2009	/s/ William B. Frels
		William B. Frels President

EXHIBIT 99.CERT

CERTIFICATIONS

I, Lisa J. Hartzell, certify that:

1.I have reviewed this report on Form N-CSR 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 financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) 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;
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report 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(s) 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:	2/27/2009	/s/ Lisa J. Hartzell
		Lisa J. Hartzell Treasurer

EX-99.906CERT

EXHIBIT 99.906CERT

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of the Mairs and Power Growth Fund, Inc., does hereby certify, to such officer’s knowledge, that the report on Form N-CSR of the Mairs and Power Growth Fund, Inc. for the year ended December 31, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Mairs and Power Growth Fund, Inc. for the stated period.

/s/ William B. Frels		/s/ Lisa J. Hartzell
William B. Frels President, Mairs and Power Growth Fund, Inc.		Lisa J. Hartzell Treasurer, Mairs and Power Growth Fund, Inc.
Dated:	2/27/2009	Dated:	2/27/2009

This statement accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as filed by Mairs and Power Growth Fund, Inc. for purposes of the Securities Exchange Act of 1934.