EX-99.77

This report is signed on behalf of the registrant in the City of St. Paul and
State of Minnesota on The 28th day of February 2006.









                                    MAIRS AND POWER GROWTH FUND, INC.




                                    By   /s/ William B. Frels
                                        ----------------------------------
                                         William B. Frels, President





WITNESS




 /s/ Jon A. Theobald
- ------------------------------------
Jon A. Theobald, Secretary

EX-99.77B

                                                                    Exhibit 77.B

             Report of Independent Registered Public Accounting Firm

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

In planning and performing our audit of the financial statements of Mairs and
Power Growth Fund, Inc. as of and for the year ended December 31, 2005, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), we considered its internal control over financial reporting,
including control activities for safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N-SAR, but
not for the purpose of expressing an opinion on the effectiveness of Mairs and
Power Growth Fund, Inc.'s internal control over financial reporting.
Accordingly, we express no such opinion.

The management of Mairs and Power Growth Fund, Inc. is responsible for
establishing and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. A fund's internal control over financial reporting is a process
designed 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. Such internal control
includes policies and procedures that provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of a fund's assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a control does not
allow management or employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis. A significant
deficiency is a control deficiency, or combination of control deficiencies, that
adversely affects the fund's ability to initiate, authorize, record, process, or
report external financial data reliably in accordance with generally accepted
accounting principles such that there is more than a remote likelihood that a
misstatement of the fund's annual or interim financial statements



that is more than inconsequential will not be prevented or detected. A material
weakness is a significant deficiency, or combination of significant
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected.

Our consideration of Mairs and Power Growth Fund, Inc.'s internal control over
financial reporting was for the limited purpose described in the first paragraph
and would not necessarily disclose all deficiencies in internal control that
might be significant deficiencies or material weaknesses under standards
established by the Public Company Accounting Oversight Board (United States).
However, we noted no deficiencies in Mairs and Power Growth Fund, Inc.'s
internal control over financial reporting and its operation, including controls
for safeguarding securities, that we consider to be a material weakness as
defined above as of December 31, 2005.

This report is intended solely for the information and use of management and the
Board of Directors of 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.

                                               /s/ Ernst & Young LLP

Minneapolis, Minnesota
January 20, 2006








                                                                               2