EX-99.3

                         Report of Independent Auditors

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

In planning and performing our audit of the financial statements of the Mairs
and Power Growth Fund, Inc. for the year ended December 31, 2002, we considered
its internal control, including control activities for safeguarding securities,
in order to determine our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the requirements of Form
N-SAR, not to provide assurance on internal control.

The management of Mairs and Power Growth Fund, Inc. is responsible for
establishing and maintaining internal control. In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally, controls that are
relevant to an audit pertain to the entity's objective of preparing financial
statements for external purposes that are fairly presented in conformity with
accounting principles generally accepted in the United States. Those controls
include the safeguarding of assets against unauthorized acquisition, use, or
disposition.

Because of inherent limitations in internal control, error or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design and operation may
deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk that misstatements caused by error or fraud in amounts that would be
material in relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving
internal control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above as of
December 31, 2002.

This report is intended solely for the information and use of management and the
Board of Directors of the Mairs and Power Growth Fund, Inc. and the Securities
and Exchange Commission and is not intended to be and should not be used by
anyone other than these specified parties.

Minneapolis, MN
January 24, 2003

EX-99.77(C)

EXHIBIT 77 (C)

An annual meeting of the Fund's shareholders was held on May 20, 2002. The
number of outstanding shares of common stock on record date, April 1, 2002, for
the Mairs and Power Growth Fund was 14,282,330. Each matter voted upon at that
meeting, as well as the number of votes cast for, against or withheld, and the
number of abstentions with respect to such matters, are set forth below.

      (a)   The Fund's shareholders elected the following directors:

               Director's Name             Votes For              Votes Withheld
               ---------------             ---------              --------------
            George A. Mairs                7,608,180                 118,744
            William B. Frels               7,610,128                 116,796
            Peter G. Robb                  7,610,450                 116,474
            J. Thomas Simonet              7,658,611                  68,313
            Charlton Dietz                 7,664,408                  62,515
            Norbert J. Conzemius           7,670,164                  56,760
            Charles M. Osborne             7,667,740                  59,184

      (b)   The Fund's shareholders ratified the selection by the Fund's Board
            of Directors of Ernst & Young LLP as the Fund's independent public
            accountant for the Fund for the fiscal year end December 31, 2002.
            The following votes were cast regarding this matter:

                 Votes For               Votes Against            Abstentions
                 ---------               -------------            -----------
                 7,556,155                  77,827                   92,943

      (c)   There were no other matters voted on or discussed.