EX-99.77(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. for the year ended December 31, 2004, 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
U.S. generally accepted accounting principles. 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 auditing standards
of the Public Company Accounting Oversight Board (United States). 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.
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, 2004.

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 19, 2005

EX-99.77(C)

EXHIBIT 77(C)

An special meeting of the Fund's shareholders was held on July 12, 2004. The
number of outstanding shares of common stock on the record date, May 17, 2004,
for the Fund was 24,168,571. 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
                     ---------------             ---------        --------------
                  Norbert J. Conzemius          12,951,398            216,812
                  Charlton Dietz                12,924,761            243,449
                  William B. Frels              12,936,685            231,524
                  Charles M. Osborne            12,952,868            215,341
                  Edward C. Stringer            12,908,362            259,847

            (b)   The Fund's shareholders approved a proposal to amend the
                  Articles of Incorporation to increase the total number of
                  authorized shares from 25,000,000 to 100,000,000. The
                  following votes cast regarding this matter were:

                  Votes For              Votes Against               Abstentions
                  ---------              -------------               -----------
                  12,086,816                554,818                    526,675

            (c)   The Fund's shareholders approved an amended and restated
                  Agreement for Investment Counsel Service. The following votes
                  cast regarding this matter were:

                  Votes For              Votes Against               Abstentions
                  ---------              -------------               -----------
                  12,334,214                283,552                    550,443

            (d)   The Fund's shareholders ratified the selection by the Fund's
                  Board of Directors of Ernst & Young LLP as the Fund's
                  independent registered public accounting firm for the Fund for
                  the fiscal year end December 31, 2004. The following votes
                  cast regarding this matter were:

                  Votes For              Votes Against               Abstentions
                  ---------              -------------               -----------
                  12,734,470                189,870                    243,869

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