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[Briggs and Morgan Letterhead]
February 22, 1996
Securities and Exchange Commission VIA EDGAR TRANSMISSION
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: MAIRS AND POWER GROWTH FUND, INC.
RULE 477 WITHDRAWAL OF AMENDMENT NO. 46 TO FORM N-1A (REG. NO. 2-14290)
Ladies and Gentlemen:
On behalf of Mairs and Power Growth Fund, Inc. (the "Fund"), we hereby
request the withdrawal of the Fund's Post-Effective Amendment No. 46 to the
above-captioned registration statement. Amendment No. 46 was filed with the
Commission on February 22, 1996 under an EDGAR submission header which
incorrectly identified the submission type as an N-1/A. The correct submission
type should have been 485B24F. Pursuant to Rule 477, the Fund respectfully
requests the Commission's consent to the withdrawal of the above-captioned
filing. The Fund intends to file a Post-Effective Amendment No. 47 under the
correct submission type.
Pursuant to Rule 901(d) of Regulation S-T, a conforming copy of this
electronic filing is not being submitted to the Commission.
Very truly yours,
/s/ CHRISTOPHER C. CLEVELAND
Christopher C. Cleveland
CCC/dm
cc: Peter G. Robb
Kathleen Kellerman
