MAIRS & POWER GROWTH FUND INC, 485APOS, 1999-03-01

MAIRS & POWER GROWTH FUND INC
485APOS, 1999-03-01

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<PAGE>

As filed with the Securities and Exchange Commission on March 1, 1999.

Registration Number 2-14290

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 51

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 51

Mairs and Power Growth Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

W-1420 First National Bank Building
332 Minnesota Street
St. Paul, MN 55101-1363
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (651) 222-8478
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

George A. Mairs, III, President
W-1420 First National Bank Building
332 Minnesota Street
St. Paul, MN 55101-1363
(Name and Address of Agent for Service)

with copies to:
Christopher C. Cleveland, Esq.
Briggs and Morgan, P.A.
2400 IDS Center
Minneapolis, MN 55402
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

It is proposed that this filing will become effective (check appropriate box)

/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Title of Securities Being Registered: Common Stock, $.01 par value per share

<PAGE>

----------------------------
MAIRS AND POWER
GROWTH FUND, INC.
----------------------------

PROSPECTUS
April __, 1999

W-1420 FIRST NATIONAL BANK BLDG.
332 MINNESOTA STREET
ST. PAUL, MN 55101-1363
1-800-304-7404

INVESTMENT OBJECTIVE

The objective of the Fund is to provide shareholders with a diversified holding
of securities. The Fund, which normally invests in common stocks, seeks to offer
possibilities for long-term appreciation.

ADDITIONAL INFORMATION ABOUT THE FUND

This Prospectus, which should be kept for future reference, is designed to set
forth the information you should know before you invest. A "Statement of
Additional Information" dated April __, 1999, contains more information about
the Fund and has been filed with the Securities and Exchange Commission. It is
incorporated by reference into this Prospectus. You may obtain a copy of the
Statement without charge, by writing to the Fund or by calling our Customer
Service Department at 1-800-304-7404.

FEES AND EXPENSES

The Fund is offered on a no-load basis, which means that you pay no sales charge
for the purchase or sale of Fund shares and no 12b-1 marketing fees. You will,
however, incur expenses for investment advisory, management, and administrative
services, which are included in annual fund operating expenses.

The Securities and Exchange Commission has not determined if the information in
this prospectus is accurate or complete, nor has it approved or disapproved
these securities. It is a criminal offense to state otherwise.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
Risk/Return Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Principal Risks of Investing in the Fund . . . . . . . . . . . . . . . . . 3

Bar Chart and Performance Table. . . . . . . . . . . . . . . . . . . . . . 4

Fees and Expenses of the Fund. . . . . . . . . . . . . . . . . . . . . . . 5

Condensed Financial Information. . . . . . . . . . . . . . . . . . . . . . 6

Investment Objective and Policies and Related Risks. . . . . . . . . . . . 7

Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Management's Discussion of Fund Performance. . . . . . . . . . . . . . . . 9

Comparison Chart (Fund, S & P 500 Index, Consumer Price Index) . . . . . . 9

Types of Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Purchasing Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Redeeming Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Transferring Registration. . . . . . . . . . . . . . . . . . . . . . . . . 13

Dividends, Capital Gains, and Taxes. . . . . . . . . . . . . . . . . . . . 13

Determining Net Asset Value Per Share. . . . . . . . . . . . . . . . . . . 14

Other Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . . 15

</TABLE>

2
<PAGE>

RISK/RETURN SUMMARY

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

We expect that common stocks will continue to be the primary emphasis in the
portfolio. Preference is given to holdings characterized by:

- - earnings that are reasonably predictable,
- - return on equity that is above average,
- - market dominance, and
- - financial strength.

Because we believe that smaller capitalization companies provide somewhat higher
returns over long time frames, some emphasis is placed on holdings in

- - small to medium sized companies,
- - companies that are generally located in Minnesota, and
- - companies that may be under-owned by institutional investors.

The Fund seeks to

- - keep its assets reasonably fully invested at all times and
- - maintain modest portfolio turnover rates.

PRINCIPAL RISKS OF INVESTING IN THE FUND

All investments have risks. Although the Fund cannot eliminate all risk, it
seeks to moderate risk by investing in a diversified portfolio of equity
securities. The Fund is designed for long-term investors. Shareholders should
be prepared to accept fluctuations in portfolio value as the Fund seeks to
achieve its investment objective. There can be no assurance, of course, that
the Fund will achieve its objective.

Risks of investing in the Fund include:

- - Adverse market conditions (the chance that stock prices in general will
fall, sometimes suddenly and sharply).

- - Volatility in the market prices of equity securities (which are generally
subject to greater price fluctuations than prices of fixed income
securities, such as bonds and other debt obligations). Equity prices may
fluctuate markedly over the short-term due to:

1) Changing market conditions,
2) Interest rate fluctuations, and
3) Various economic and political factors.

- - Loss of money is a risk of investing in the Fund.

3
<PAGE>

BAR CHART AND PERFORMANCE TABLE

The bar chart and table shown below provide an indication of the risks of
investing in the Mairs and Power Growth Fund by showing changes in the Fund's
performance from year to year over a 10-year period and by showing how the
Fund's average annual returns for one, five and ten years compare to those
of the S & P 500, a broad-based market index. How the Fund has performed in the
past is not necessarily an indication of how the Fund will perform in the
future.

During the 10-year period shown in the bar chart, the highest return for a
quarter was +23.7% (quarter ended March 31, 1991) and the lowest return for a
quarter was -24.7% (quarter ended December 31, 1987).

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Average Annual Total Returns
(for periods ending
December 31, 1998) Past One Year Past Five Years Past Ten Years
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Mairs and Power Growth Fund +9.4% +22.9% +20.5%
- --------------------------------------------------------------------------------
S & P 500* +28.7% +24.1% +19.2%
- --------------------------------------------------------------------------------
</TABLE>

* The S & P 500 is the Standard & Poor's Composite Index of 500 Stocks, a
widely recognized, unmanaged index of common stock prices.

4
<PAGE>

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay if you buy and
hold shares of the Fund.

<TABLE>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
<S> <C>
Maximum Sales Charge (Load)Imposed on Purchases (as a percentage
of offering price) . . . . . . . . . . . . . . . . . . . . . . . . . None
Maximum Deferred Sales Charge (Load) . . . . . . . . . . . . . . . . . . None
Maximum Sales Charge (Load) Imposed on Reinvested
Dividends and other Distributions. . . . . . . . . . . . . . . . . . . . None
Redemption Fee (as a percentage of amount redeemed). . . . . . . . . . . None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None
</TABLE>

<TABLE>
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
FOR THE YEAR ENDED DECEMBER 31, 1998
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<S> <C>
Management Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.60%
Distribution (12b-1) Fees. . . . . . . . . . . . . . . . . . . . . . . . None
Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.22%
-----
Total Annual Fund Operating Expenses . . . . . . . . . . . . . . . . . . 0.82%
</TABLE>

The following example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the Fund for the time periods indicated and then
redeem all of your shares at the end of those periods. The example also assumes
that your investment has a 5% return each year and that the Fund's operating
expenses remain the same. Although your actual costs may be higher or lower,
based on these assumptions your costs would be:

You would pay the following expenses if you did not redeem your shares:

Although this example is based on actual expenses in the most recent year, it
should not be considered a representation of past or future expenses because
actual expenses in future years may be greater or less than those shown. The
example is for comparison only.

5
<PAGE>

CONDENSED FINANCIAL INFORMATION

The following table shows certain important financial information which may
help you understand the Fund's financial performance for the past five years.
Certain information reflects financial results for a single fund share. The
total investment returns in the table represent the rate that an investor would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). The information has been audited by Ernst & Young LLP,
independent auditors. The financial statements and auditors' report may be
found in the Fund's most recent annual report, which you may obtain, without
charge, by writing to or calling the Fund at the number listed on the front of
this Prospectus.

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

(SELECTED PER SHARE DATA AND RATIOS -- FOR EACH SHARE OF
CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD)

Year ended December 31
1998 1997 1996 1995 1994
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PER SHARE
Net Asset Value, Beginning of Year $ 86.67 $ 69.48 $ 56.64 $ 39.37 $ 38.84

Income From Investment Operations:
Net Investment Income 0.86* 1.03 0.75 0.51 0.67

Net Realized and Unrealized Gains
(Losses) on Investment 7.23 18.85 14.19 18.83 1.49
------- ------- ------- ------- -------

Total From Investment Operations 8.09 9.88 4.94 9.34 2.16

Less Distributions:
Dividends (from net investment income) (0.72) (1.00) (0.71) (0.56) (0.65)

Distributions (from capital gains) (1.36) (1.69) (1.39) (1.51) (0.98)
------- ------- ------- ------- -------

TOTAL DISTRIBUTIONS (2.08) (2.69) (2.10) (2.07) (1.63)

NET ASSET VALUE, END OF YEAR $ 92.68 $ 86.67 $ 69.48 $ 56.64 $ 39.37
------- ------- ------- ------- -------
------- ------- ------- ------- -------

Total Investment Return 9.4% 28.7% 26.4% 49.3% 5.6%
------- ------- ------- ------- -------
------- ------- ------- ------- -------

Net Assets, End of Year (000's omitted) $580,461 $412,591 $150,162 $70,537 $41,890

RATIOS/SUPPLEMENTAL DATA:

Ratio of Expenses to Average Net Assets 0.82% 0.84% 0.89% 0.99% 0.99%

Ratio of Net Investment Income
to Average Net Assets 0.97% 0.98% 1.18% 1.00% 1.74%

Portfolio Turnover Rate 2.04% 5.07% 3.19% 3.87% 5.09%

</TABLE>

* In 1998 net investment income per share represents net investment income
divided by the average shares outstanding throughout the period.

6
<PAGE>

INVESTMENT OBJECTIVE AND POLICIES AND
RELATED RISKS

INVESTMENT OBJECTIVE AND POLICIES. The Fund's objective is to provide its
shareholders with a diversified holding of securities. The Fund seeks to offer
the possibilities for long-term capital appreciation. It is expected that
common stocks will continue to be the primary emphasis in the portfolio.
Preference is given to holdings in high quality companies characterized by:

- - reasonably predictable earnings,
- - above average return on equity,
- - market dominance, and
- - financial strength.

Because we recognize that smaller capitalization companies provide somewhat
higher returns over longer time frames, some emphasis is placed on small to
medium sized companies, generally located in our upper midwest region. These
companies may be under-owned by institutional investors. Assets of the Fund
will be reasonably fully invested at all times. Cash, bank certificates of
deposit and short-term debt securities may be held in modest amounts to provide
a reserve for future purchases or better enable the Fund to achieve its
objective. Portfolio turnover is expected to be modest in relation to
comparable mutual funds.

A detailed description of the Fund's investment limitations is contained in the
Statement of Additional Information. Such limitations are fundamental policies,
which means that the Fund's objectives cannot be changed without the approval of
a majority of the Fund's shareholders, as defined in the Statement of Additional
Information. The Fund will not invest in oil, gas or other mineral leases and
real estate limited partnership interests.

RISKS. All investments have risks. Although the Fund cannot eliminate all
risk, it seeks to moderate risk by investing in a diversified portfolio.
Long-term investors, for whom the Fund is designed, should be prepared to
accept fluctuations in portfolio value as the Fund seeks to achieve its
investment objective. There can be no assurance, of course, that the Fund
will achieve its objective. Loss of money is a risk of investing in the Fund.

The Fund is subject to the general risk of adverse market conditions for
equity securities. The market prices of equity securities are generally
subject to greater volatility than prices of fixed income securities, such as
bonds and other debt obligations. Although equity securities have
historically demonstrated long-term increases in value, their prices may
fluctuate markedly over the short-term due to changing market conditions,
interest rate fluctuations and various economic and political factors.

The Fund's performance depends on the active management by the Investment
Adviser, Mairs and Power, Inc., in selecting and maintaining a portfolio of
securities which will achieve the Fund's investment objectives. The Fund
could under-perform compared to other Funds having similar investment
objectives.

YEAR 2000. As with other mutual funds, Year 2000 issues create risks for the
Fund. The Year 2000 problem arises principally from computer programs that
use two digits rather than four to define a year. If uncorrected, computer
systems may be unable to recognize and process information beyond the year
1999. Computer system failures could delay or disrupt pricing and securities
trading for the Fund and the processing of investors' accounts. In addition,
the value of the Fund's portfolio securities could be negatively affected if
the issuers of those securities have not adequately addressed Year 2000
issues.

7
<PAGE>

The Fund is actively addressing Year 2000 issues affecting its own computer
systems and is working with its transfer agent and custodian and other third
party providers to ensure that all of the systems upon which the Fund depends
will be Year 2000 compliant. Additionally, the Fund is reviewing the potential
effect of Year 2000 issues on the companies held in its investment portfolio.

The Fund's Investment Adviser has initiated a comprehensive compliance plan to
address Year 2000 issues that may affect its management of the Fund. The
Investment Adviser has replaced all internal computer hardware, installed new
software and is in the process of installing upgrades for vendor supplied
programs. As they are replaced, these systems and other outside data interfaces
are being tested and corrected, if needed. The Investment Adviser is also
contacting appropriate third party service providers and the issuers of
securities held in the Fund's portfolio to determine their readiness and
compliance. Certain Year 2000 risks, particularly those affecting the Fund's
portfolio companies, are beyond the control of the Fund and its Investment
Adviser and create undetermined risks for the Fund.

MANAGEMENT OF THE FUND

The Board of Directors has overall responsibility for the Fund. The Fund
employs Mairs and Power, Inc. as its investment adviser to manage the Fund's
investment portfolio and certain other business affairs. Mairs and Power,
Inc. is compensated by the Fund at the rate of one-twentieth of one percent
of the Fund's month-end net asset value (0.6% annually), computed and paid
each month. Mairs and Power, Inc. has managed mutual funds since 1958 and has
provided investment counsel services since 1931. It is located at W-1420
First National Bank Building, 332 Minnesota Street, St. Paul, Minnesota
55101-1363.

George A. Mairs, III, President of Mairs and Power, Inc. is primarily
responsible for the day-to-day management of the Fund's portfolio. Mr. Mairs
has been an officer and director of Mairs and Power, Inc. since 1961.

Firstar Bank Milwaukee, N.A., 615 East Michigan Street, P. O. Box 701,
Milwaukee, Wisconsin 53201-0701 acts as Custodian for the Fund. Firstar Mutual
Fund Services, LLC, a wholly owned subsidiary of Firstar Bank Milwaukee, N.A.,
serves as Transfer Agent and Dividend Disbursing Agent for the Fund. Firstar
controls all securities and cash for the Fund, receives and pays for securities
purchased, delivers against payments for securities sold, receives and collects
income from investments, makes all payments for Fund expenses and performs other
administrative services. Firstar is not affiliated with the Fund or Investment
Adviser.

8
<PAGE>

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

1998 IN REVIEW

In 1998 the Fund registered a return of 9.4%. The Standard & Poor's 500
Stock Index return for the year was 28.7%. However, that index is highly
dependent on the performance of its largest stocks and last year large stocks
dramatically outperformed the market. Just fifteen of the largest stocks in
the index accounted for half of the return. The median return of all 500
Standard & Poor's stocks was only 6.6%. The Fund is a blend of large-cap,
mid-cap and small-cap stocks. Therefore, mutual fund measurement firms such
as MORNINGSTAR characterize it as a mid-cap fund. Our stock selection
emphasizes companies with strong earnings prospects and attractive share
valuations. Because of our long-term orientation, we are willing to hold
certain underperforming stocks for various periods so long as we are
confident of the earnings growth. While many large-capitalization stocks
appear generously valued, we believe that the recent flight to quality on the
part of investors has left many mid and small-capitalization stocks clearly
undervalued. We believe that our investment philosophy and style have served
our shareholders well and have enabled the Fund to outperform the Standard &
Poor's 500 Stock Index over the past ten year period.

Comparison of change in value of $10,000 investment in Fund,
S & P 500 Index, and the Consumer Price Index

[GRAPH]

<TABLE>
<CAPTION>
--------------------------------
Average Annual Total Returns
--------------------------------
<S> <C> <C>
1 Year 5 Year 10 Year
--------------------------------
9.4% 22.9% 20.5%
--------------------------------
</TABLE>

Past investment results should not be taken as necessarily representative of
future performance.

9
<PAGE>

TYPES OF ACCOUNTS

The Fund offers several different types of accounts. The Fund's regular
purchase application form can be used to establish the following types of
accounts:

- - Accounts for one or more people (single or joint accounts).
- - Account for a minor child (UGMA/UTMA - Uniform Gifts/Transfers to Minors
Act). Age of majority and other requirements are set by state law.
- - Trust Accounts. These accounts may require pages of the Trust document
which name the individuals authorized to act.
- - Third-Party Trustee Retirement Investments (Firstar Bank Milwaukee is not
the custodian or trustee).
- - Accounts opened for an organization such as a corporation, partnership or
other entity. These accounts may require a corporate resolution or other
document to name the individuals authorized to act.

The following types of Retirement Accounts can be established by using the Mairs
and Power Growth Fund, Inc. IRA Application form:

- - Traditional IRA (Individual Retirement Account).
- - Roth IRA (Individual Retirement Account).
- - SEP-IRA (Simplified Employee Pension Plan Account).
- - SIMPLE IRA (Savings Incentive Match Plan for Employees Account).

Firstar Bank Milwaukee is the Custodian and Trustee for the above retirement
accounts. There is a $12.50 annual maintenance fee for these types of
retirement accounts. For further information on retirement accounts, please ask
for the Individual Retirement Account Disclosure Statement & Custodial Account
Agreement. You may also call Customer Service at 1-800-304-7404 to ask
questions about investing for retirement.

PURCHASING SHARES

You may purchase shares of the Fund through Firstar Mutual Fund Services, LLC,
the Fund's Transfer Agent. The price you pay per share will be the net asset
value computed after the close of trading on the New York Stock Exchange (the
"Exchange"), generally 3:00 p.m. Central time. Your purchase will have no sales
charge or marketing fees included in the price of the Fund shares. Purchase
orders received on a day the Exchange is open for trading, prior to the close of
trading on that day, will be valued as of the close of trading on that day.
Purchase orders received after the close of trading on a day the Exchange is
open for trading will be valued as of the close of trading on the next day the
Exchange is open.

An initial purchase must be at least $2,500 ($1,000 for an IRA account) and each
subsequent purchase must be at least $100, although the Fund reserves the right
to waive or change these minimums at its discretion. All applications to
purchase capital stock are subject to acceptance or rejection by authorized
officers of the Fund and are not binding until accepted. Applications will not
be accepted unless accompanied by payment in U.S. funds. Payment should be made
by check drawn on a U.S. bank, savings and loan, or credit union or transmitted
via electronic transfer through the Automated Clearing House ("ACH") network.
The Fund will not accept payment in cash or third party checks for the purchase
of shares. If your payment is not received or if you pay with a check or ACH
transfer that does not clear, your purchase will be canceled.

10
<PAGE>

The Fund reserves the right to reject applications for the following reasons:

- - Applications received without payment.

- - If your payment is made by check or ACH transfer that does not clear, your
purchase will be canceled. A $25 fee will be charged by the Transfer Agent
against a shareholder account for any payment check returned to the
Transfer Agent for insufficient funds. If any loss is sustained by the
Fund, this loss will also be charged against the shareholder's account.

- - Applications that would be considered disadvantageous to shareholders.

- - Individuals who previously tried to purchase shares with a bad check.

- - Individuals who omit their social security number or tax identification
number or applications which do not include a certified social security or
tax identification number.

The Fund and its agents reserve the right to cancel or rescind any purchase if:

- - An account has engaged in excessive trading or fraud. Notice will be given
to the shareholder within five business days of the trade to freeze the
account and temporarily suspend services.

- - Notice has been received of a dispute between the registered or beneficial
account owners.

- - There is reason to believe a fraudulent transaction may occur.

- - Instructions are received and are believed not to be genuine.

Stock certificates will not ordinarily be issued to you unless you make a
request for a certificate in writing. The Fund will invest the entire dollar
amount of your purchase order in full and fractional Fund shares. Income
dividends and capital gains distributions will be reinvested for you in
additional full and fractional shares unless you request that income dividends
and/or capital gains distributions be paid in cash.

The Fund does not consider the U.S. Postal Service or other independent delivery
services to be its agents. Deposit in the mail or with such services, or
receipt at the Transfer Agent's post office box, of purchase applications does
not constitute receipt by the Transfer Agent or the Fund.

Mailing Address:
Mairs and Power Growth Fund, Inc.
Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701

Overnight Deliveries -- Purchase orders, redemption requests or correspondence
mailed by overnight courier should be sent to the Fund at:

Mairs and Power Growth Fund, Inc.
Firstar Mutual Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202-5207

11
<PAGE>

REDEEMING SHARES

You may redeem for cash all or a portion of your shares in the Fund by
instructing Firstar Mutual Fund Services, LLC, the Fund's Transfer Agent, at
its office in Milwaukee, Wisconsin. Your shares will be redeemed at the net
asset value computed after the receipt of an acceptable redemption request by
the Fund. The price you receive for your redemption of shares will be the
net asset value computed after the close of trading on the New York Stock
Exchange on that day, generally 3:00 p.m. Central time. If your request for
redemption of shares is received after the close of trading on that day, your
redemption request will be valued as of the close of trading on the next day
the New York Stock Exchange is open. Your redemption request must be in
"good order" before your proceeds can be released. This means the following
will be required:

(a) A letter of instruction or a stock assignment specifying the account
number, number of shares or dollar amount to be redeemed, signed by all
owners of the shares exactly as their names appear in the Fund's
shareholder records. If certificates have been issued representing shares
to be redeemed, they must accompany the letter.

(b) A guarantee of the signature of each owner by an eligible signature
guarantor such as a U.S. commercial bank, trust company, or member of the
New York Stock Exchange for redemption requests greater than $10,000.

(c) In the case of estates, trusts, guardianships, custodianships, corporations
and pension and profit-sharing plans, other supporting legal documents may
be required.

(d) A guarantee of the signature of each owner by an eligible signature
guarantor such as a U.S. commercial bank, trust company, or member of the
New York Stock Exchange, if the address of record has been changed within
the 15 days preceding any redemption.

(e) If your redemption request is from an IRA or other retirement plan, you
must indicate on the redemption request whether or not to withhold federal
income tax. If you fail to indicate an election not to have tax withheld,
you will be subject to withholding.

If the proceeds of any redemption are requested to be made payable to or
sent to other than the address of record, the signature(s) on the request must
be guaranteed by an eligible signature guarantor such as a U.S. commercial bank,
trust company, or member of the New York Stock Exchange.

If any portion of the shares you are redeeming represent an investment made
by check, we may delay the payment of the redemption proceeds until our
transfer agent is reasonably satisfied that your check has been collected. This
may take up to 12 days from the purchase date.

We will mail your payment to you for the shares you are redeeming
typically within one or two business days. The payment will be mailed no later
than the seventh business day after the redemption request is received by the
Transfer Agent or within such shorter period as may legally be required. The
redemption request must be in good order as stated above. If you wish not to
receive your proceeds by mail, the following methods for redemption are also
available:

- - Proceeds may be received by Fed wire transfer. A $12 wire fee will be
applied. If you choose this method you must attached a written request
with your signature guaranteed.

- - Redemption proceeds may also be received by your bank via ACH transfer.
You can elect this option by writing to the Fund. You must attach a voided
check or deposit slip to your written request. If money is moved by ACH
transfer, you will not be charged by the Fund for these services.
There is a $100 minimum per ACH transfer.

12
<PAGE>

The Fund's Transfer Agent may be required to withhold federal income tax at
a rate of 31% (backup withholding) from dividend payments, distributions, and
redemption proceeds if you fail to submit to us your social security or tax
identification number. You also must certify that the number is correct and
that you are not subject to backup withholding. The certification is included
as part of the purchase application form. If you do not have a social security
number, you should indicate on the purchase form that an application to obtain a
number is pending. The Transfer Agent is required to withhold taxes if a
number is not delivered to the Fund within seven days.

If you have additional questions regarding the redemption procedure you
should contact the Fund's Transfer Agent.

The right of redemption may be suspended or the date of payment may be
postponed as follows:

(1) During weekend or holiday closings, or when trading is restricted as
determined by the Securities and Exchange Commission ("SEC").

(2) During any period when an emergency exists as determined by the SEC as a
result of which it is not reasonably practicable for the Fund to dispose of
securities owned by it or to fairly determine the value of its net assets.

(3) For such a period as the SEC may permit.

Once your redemption order is received and accepted by the Fund, you may not
revoke or cancel it. The redemption value may be worth more or less than the
price originally paid for the shares, and you may realize a gain or loss on
redemption.

TRANSFERRING REGISTRATION

If you request a change in your account registration--such as changing the
name(s) on your account, or transferring your shares to another person or legal
entity--you must submit your request in writing. A signature guarantee is
required which must be obtained from an eligible signature guarantor such as a
U.S. commerical bank, trust company, or member of the New York Stock Exchange.
Please call our Transfer Agent, Firstar Mutual Fund Services (1-800-304-7404)
for full instructions.

DIVIDENDS, CAPITAL GAINS, AND TAXES

The Fund distributes all of its net investment income to its shareholders
in the form of semi-annual dividends. The dividend payment is made normally in
June and December. If a capital gain is realized, the Fund will distribute it
near year-end in the year in which such gains are realized. Dividends and
capital gains which are not reinvested by you are paid to you by check or
transmitted to your bank account via the ACH network. If the Post Office
cannot deliver your check, or if your check remains uncashed for six months,
your distribution option will be changed to reinvestment. Your distribution
check will be reinvested into your account at the Fund's current net asset value
per share (NAV). All subsequent distributions will be reinvested in shares of
the Fund. No interest will accrue on the amount represented by uncashed
distribution checks.

The Fund intends to comply, as it did in 1998, with the special provisions
of Subchapter M of the Internal Revenue Code that relieve it from federal
income tax on net investment income and capital gains currently distributed to
shareholders. The Internal Revenue Code requires all regulated investment
companies to pay a nondeductible 4% excise tax if less than 98% of ordinary
income and 98% of capital gains are paid out to shareholders during the year in
which they are earned or realized. The Fund intends to distribute income and
capital gains in such a manner as to avoid this excise tax.

13
<PAGE>

As a shareholder you will be subject to federal income tax at ordinary
rates on the distribution of dividend income. Short-term capital gains, if any,
are also subject to federal income tax at ordinary rates. Distributions of net
long-term capital gains are taxable to you as long-term capital gain regardless
of the length of time you have held your shares of the Fund. Long-term capital
gains are subject to the 10% (for investors in the 15% tax bracket) or 20% (for
investors in the 28% tax bracket or higher) tax rates.

Dividends and capital gains will be taxable whether you received them in
cash or reinvested them in additional shares of the Fund. In January, we
will send you Form 1099-DIV indicating the tax status of any dividend and
capital gains distributions made to you during the previous year. This
information is also reported to the IRS. Distributions may also be subject
to state and local taxes. A portion of the Fund's ordinary dividends should
be eligible for the 70% deduction for dividends received by corporations.

The Fund's dividends and distributions are paid on a per share basis. When
the dividend and capital gain payments are made, the value of each share will
be reduced by the amount of the payment. If you purchase shares shortly before
the payment of a dividend or a capital gains distribution, you will pay the full
price for the shares and then receive some portion of the price back as a
taxable dividend or capital gain.

The above statements are a general summary of current federal income tax
law regarding the Fund. You should consult with your own tax adviser
regarding federal, state and local tax consequences of an investment in the
Fund.

DETERMINING NET ASSET VALUE PER SHARE

The Fund's share price, also called its net asset value, or NAV is
calculated once daily, after the close of trading on the New York Stock
Exchange, generally 3:00 p.m., Central Time, on each day the New York Stock
Exchange is open for trading. As a result, shares of the Fund will not be
priced on the days which the Exchange is closed: New Year's Day, Martin
Luther King, Jr., Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net
asset value per share is calculated by adding up the total assets of the
Fund, subtracting all of its liabilities, or debts, and then dividing by the
total number of Fund shares outstanding:

Net Asset Value = Total Assets - Liabilities/Number of Shares Outstanding

Securities traded on one or more of the national securities exchanges or
Nasdaq, are valued at the last sale price on the securities exchange on which
such securities are primarily traded or at the last sale price on Nasdaq, or
if there were no sales on that day, the most recent sales price. For
securities where quotations are not readily available, or where the last
quoted sale price is not considered representative of the value of that
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 Investment Adviser, Mairs and
Power, Inc.

The Fund's securities may be valued based on valuations provided by an
independent pricing service. These valuations are reviewed by Mairs and Power,
Inc. If Mairs and Power, Inc. believes that a valuation received from the
service does not represent a fair value, it values the security by a method that
the Adviser believes will determine a fair value.

14
<PAGE>

OTHER SHAREHOLDER SERVICES

The following reports will be sent to you as a shareholder:

- - A confirmation statement each time you buy or sell Fund shares, as well as
semi-annual confirmation statements detailing the income dividend and
capital gain distributions made by the Fund. The trade date and amount of
your transaction will be confirmed. The confirmation will also set forth
the market value of your account at the close of the statement period.

- - Fund Financial Reports (Quarterly and Annual Reports) will be mailed to you
in February, May, August and November. These reports include the
performance of the Fund, a report from the Fund Adviser, as well as a
listing of the Fund's holdings and other financial statements.

- - Tax Statements will generally be mailed in January and report to you the
previous year's dividend and capital gain distribution, proceeds from the
sale of shares, and distributions from IRAs or other retirement accounts.

- - Average Cost Statements are mailed in February to shareholders who had
redemptions in taxable accounts. The statement will show all redemptions
reportable for the current tax year and the average cost per share. The
purpose of this statement is to provide help to you with the preparation of
your tax return.

Systematic Withdrawals You may arrange to have quarterly or monthly
withdrawals of cash from an account by sending a systematic withdrawal request
to the Fund. Withdrawal payments are derived from redemption of sufficient
shares from a shareholder's account to meet the designated payments. The
withdrawal plan may be terminated at any time by writing to the Fund. The
minimum investment to establish a systematic withdrawal program is $10,000.

Automatic Investment Plan You may make regular monthly or quarterly
investments of $100 or more through automatic deductions from your bank account.
To request an Automatic Investment Plan application form, please write or call
the Fund at 1-800-304-7404.

Wire Instructions:

You should use the following instructions when wiring funds for the purchase
of Fund shares. IMPORTANT: Prior to wiring any funds, you must notify
Firstar Mutual Fund Services, LLC at 1-800-304-7404 that the wire will be
sent and to verify the proper wire instructions so that the wire is properly
applied when received. If you are making an initial investment by wire, you
must first complete an Account Application Form and mail it to the Fund. No
account services will be established until the complete application has been
received by the Fund. IRA accounts cannot be opened by wire.

WIRE TO:
Firstar Bank Milwaukee, N.A.
ABA Number 075000022

CREDIT:
Firstar Mutual Fund Services, LLC
Account 112-952-137

FURTHER CREDIT:
Mairs and Power Growth Fund, Inc.
[Shareholder Account Number]
[Shareholder Name/Registration]

15
<PAGE>

MAILING ADDRESS:

The following mailing address should be used for all written shareholder
communications to Firstar Mutual Fund Services, LLC :

Mairs and Power Growth Fund, Inc.
Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701

OVERNIGHT DELIVERIES:

Purchase orders, redemption requests or correspondence mailed by overnight
courier should be sent to the Fund at:

Mairs and Power Growth Fund, Inc.
Firstar Mutual Fund Services, LLC
615 East Michigan Street, 3rd Floor
Milwaukee, WI 53202-5207

16
<PAGE>

MAIRS AND POWER GROWTH FUND

OFFICERS AND DIRECTORS

George A. Mairs, III . . . . . . . . . . . . . . . . . . President and Director
William B. Frels . . . . . . . . . . . . . . . . . . . . Secretary and Director
Peter G. Robb. . . . . . . . . . . . . . . . . . . .Vice-President and Director
Lisa J. Hartzell . . . . . . . . . . . . . . . . . . . . . . . . . . .Treasurer
Charlton Dietz . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director
Donald E. Garretson. . . . . . . . . . . . . . . . . . . . . . . . . . Director
J. Thomas Simonet. . . . . . . . . . . . . . . . . . . . . . . . . . . Director

INVESTMENT ADVISER INDEPENDENT AUDITORS
Mairs and Power, Inc. Ernst & Young LLP
W-1420 First National Bank Building 1400 Pillsbury Center
332 Minnesota Street 200 South Sixth Street
Saint Paul, Minnesota 55101 Minneapolis, Minnesota 55402

CUSTODIAN
Firstar Bank Milwaukee, N.A.
615 East Michigan Street
P.O. Box 701
Milwaukee, Wisconsin 53201

TRANSFER AGENT
(REGULAR MAIL ADDRESS) (OVERNIGHT OR EXPRESS MAIL ADDRESS)
Firstar Mutual Fund Services, LLC Firstar Mutual Fund Services, LLC
615 East Michigan Street 615 East Michigan Street
P. O. Box 701 3rd Floor
Milwaukee, Wisconsin 53201-0701 Milwaukee, Wisconsin 53202

ADDITIONAL INFORMATION
MORE INFORMATION ON THE FUND IS AVAILABLE FREE UPON REQUEST, INCLUDING THE
FOLLOWING:

- - ANNUAL AND QUARTERLY REPORTS, WHICH DESCRIBE THE FUND'S PERFORMANCE AND LIST
ITS PORTFOLIO HOLDINGS.

- - STATEMENT OF ADDITIONAL INFORMATION (SAI), WHICH PROVIDES MORE DETAILS ABOUT
THE FUND AND ITS INVESTMENT POLICIES AND RESTRICTIONS.

- - YOU CAN OBTAIN A FREE COPY OF THE ANNUAL REPORT, QUARTERLY REPORTS OR SAI,
REQUEST OTHER INFORMATION ABOUT THE FUND OR MAKE SHAREHOLDER INQUIRIES BY
CALLING 1-800-304-7404.

- - DOCUMENTS FILED BY THE FUND WITH THE SEC ARE AVAILABLE ON THE SEC'S INTERNET
SITE AT HTTP://WWW.SEC.GOV, WHERE THEY ARE LISTED UNDER "MAIRS AND POWER
GROWTH FUND, INC."

- - INFORMATION ABOUT THE FUND, INCLUDING THE SAI, CAN ALSO BE REVIEWED AND
COPIED AT THE SEC'S PUBLIC REFERENCE ROOM IN WASHINGTON, D.C. YOU CAN ALSO
OBTAIN COPIES BY MAILING YOUR REQUEST AND A DUPLICATING FEE TO THE SEC'S
PUBLIC REFERENCE SECTION, WASHINGTON, DC 20549-6009. INFORMATION ABOUT THE
OPERATION OF THE PUBLIC REFERENCE ROOM IS AVAILABLE BY CALLING THE SEC AT
1-800-SEC-0330.

- - THE FUND'S INVESTMENT COMPANY ACT FILE NUMBER IS 811-802.

<PAGE>

MAIRS AND POWER GROWTH FUND, INC.

STATEMENT OF ADDITIONAL INFORMATION

Dated April __, 1999

Mairs and Power Growth Fund, Inc. (the "Fund"), is a no-load mutual fund
that has as its investment objective the holding of a diversified list of
securities, normally common stocks, which appear to offer possibilities for
long-term appreciation.

This Statement of Additional Information is not a prospectus, but contains
information in addition to and more detailed than what is contained in the
Fund's Prospectus. It should be read in conjunction with the Prospectus, dated
April __, 1999, which has been filed with the Securities and Exchange Commission
and can be obtained, without charge, by calling or writing the Fund. Certain
portions of the Prospectus have been incorporated by reference into this
Statement of Additional Information, as noted herein. The address of the Fund
is W-1420 First National Bank Building, 332 Minnesota Street, St. Paul, MN
55101-1363, and its telephone number is 1-800-304-7404.

The Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Investment Objective and Policies. . . . . . . . . . . . . . . . . . . . . 2

Investment Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Purchasing and Redeeming Shares. . . . . . . . . . . . . . . . . . . . . . 3

Principal Holders of Securities. . . . . . . . . . . . . . . . . . . . . . 3

Officers and Directors . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Transfer Agent and Custodian . . . . . . . . . . . . . . . . . . . . . . . 5

Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

<PAGE>

THE FUND

The Fund is an open-ended, diversified management company which was
incorporated in Minnesota in 1958. The fund has authorized capital stock of
25,000,000 shares, $0.01 par value per share. Each share entitles the
shareholder to one vote at all meetings of Fund shareholders. Shareholders will
participate equally in dividends and capital gains distributions declared by the
Fund for each share owned. Fund shares are transferable without restrictions
and are redeemable at net asset value.

INVESTMENT OBJECTIVE AND POLICIES

As discussed in "Investment Objective and Policies" in the Fund's
Prospectus, the Fund will normally be fully invested in common stocks that
appear to offer possibilities for long-term appreciation.

INVESTMENT LIMITATIONS

The Fund is subject to the following restrictions which may not be changed
without the approval of a majority of the shareholders of the Fund. The vote of
a majority of the shareholders means the vote, at the annual or a special
meeting of the security holders, of holders representing (a) 67% or more of the
voting securities present at such meeting, if the holders of more than 50% of
the outstanding voting securities are present or represented by proxy; or (b)
more than 50% of the outstanding voting securities, whichever is less. The Fund
may not:

(1) Purchase securities of any issuer if as a result, (a) more than 5% of
the value of the assets of the Fund would then be invested in the
securities of a single issuer (other than U.S. Government
obligations), or (b) more than 10% of any class of securities, or more
than 10% of the outstanding voting securities, of the issuer would
then be held by the Fund;

(2) Purchase securities of other investment companies if as a result more
than 5% of the Fund's total assets would then be (a) invested in the
securities of that investment company, or (b) more than 10% of the
Fund's assets would then be invested in securities of all investment
companies;

(3) Concentrate more than 20% of its investments in a particular industry;

(4) Purchase or sell real estate, real estate investment trusts, or other
interests in real estate which are not readily marketable;

(5) Write, purchase or sell puts, calls, or combinations thereof;

(6) Make loans (although it may acquire portions of an issuer's publicly
distributed securities);

(7) Purchase securities on margin or sell short;

(8) Borrow money, except that the Fund may borrow from banks up to 5% of
its total assets to pay capital gains distributions, to pay income
dividends, or to relieve an extraordinary or emergency situation, but
not for investment purposes;

(9) Mortgage, pledge, hypothecate, or in any manner transfer, as security
for indebtedness, any securities owned or held by the Fund;

2
<PAGE>

(10) Participate on a joint or a joint and several basis in any trading
account in securities;

(11) Invest in companies for the purpose of exercising control of
management;

(12) Act as an underwriter of securities of other issuers;

(13) Purchase or retain the securities of any issuer if officers and
directors of the Fund or its investment adviser who own individually
more than one-half of one percent of the securities of such issuer,
together own more than 5% of the securities of such issuer;

(14) Purchase or sell commodities or commodity contracts in the ordinary
course of its business; or

(15) Purchase or sell "restricted securities" in such a way as to become an
"underwriter" within the meaning of that term as used in the
Securities Act of 1933.

PORTFOLIO TURNOVER

The annual portfolio turnover rate for the Fund was 2.04% for the year
ended December 31, 1998 and 5.07% for the year ended December 31, 1997. The
Fund has not placed any limit on its rate of portfolio turnover and
securities may be sold without regard to the time they have been held, when
in the opinion of the Investment Adviser, Mairs and Power, Inc., investment
considerations warrant such action. Portfolio turnover rate is calculated by
dividing the lesser of the Fund's annual sales or purchases of portfolio
securities (exclusive of securities with maturities of one year or less at
the time the Fund acquired them) by the monthly average value of the
securities in the Fund's portfolio during the year.

PURCHASING AND REDEEMING SHARES

The purchase and redemption of the Fund's shares are subject to the
procedures described in "Purchasing Shares" and "Redeeming Shares" in the Fund's
Prospectus, which is incorporated herein by reference.

PRINCIPAL HOLDERS OF SECURITIES

As of January 31, 1999, there were no shareholders who held more than 5% of
the Fund's outstanding shares.

3
<PAGE>

OFFICERS AND DIRECTORS

The officers and directors of the Fund and their principal occupations for
the last five years are set forth below. Unless otherwise noted, the address
for each Director and Officer is 332 Minnesota Street, W-1420 First National
Bank Bldg., St. Paul, MN 55101-1363.

Position(s) Held Principal Occupation(s)
Name, Address and Age With Registrant During Past Five Years
- --------------------- --------------- ----------------------

George A. Mairs, III, * 70 President and President of the Investment
Director Adviser

William B. Frels, * 59 Secretary and Vice President and Secretary
Director of the Investment Adviser

Peter G. Robb, * 50 Vice President and Vice President of the
Director Investment Adviser

Lisa J. Hartzell, 54 Treasurer Manager of Mutual Fund
Services of the Investment
Adviser

Charlton Dietz, 68 Director Retired Senior Vice
3050 Minnesota World Trade President, Legal Affairs
Center and General Counsel,
30 Seventh Street East Minnesota Mining and
St. Paul, MN 55101 Manufacturing Company

Donald E. Garretson, 77 Director Retired Vice President,
709 Linwood Avenue Minnesota Mining and
St. Paul, MN 55105 Manufacturing Company

J. Thomas Simonet, 72 Director Retired Chief Executive
315 Stonebridge Boulevard Officer, U.S. Bank Trust
St. Paul, MN 55105 National Association
(formerly First Trust
National Association)

*Interested person of the Fund, as defined in the Investment Company Act of
1940.

All of the above listed persons serve in the same officer and/or director
capacities with Mairs and Power Balanced Fund, Inc., an open-end investment
company which also retains Mairs and Power, Inc. as its investment adviser,
except that Mr. Frels is President and Mr. Mairs is Secretary of that fund.

The Fund's non-interested directors are members of the Audit Committee,
which makes recommendations to the Board regarding the selection of auditors
and confers with the auditors regarding the scope and results of the annual
audit. The Fund does not pay any remuneration to its Officers and Directors
other than fees to Directors who are not officers, directors, employees or
holders of 5% or more of the outstanding voting securities of the Fund's
Investment Adviser, which fees totaled $54,000 in 1998. As of January 31,
1999, the Directors and Officers of the Fund, as a group, and their spouses
and minor children beneficially owned 35,787 shares, or .6% of the Fund.

4
<PAGE>

INVESTMENT ADVISER

Mairs and Power, Inc. a Minnesota corporation, is the Investment Adviser of
the Fund. Mairs and Power, Inc.'s shareholders, all of whom are officers and
directors of the Fund, along with their percentage ownership positions in Mairs
and Power, Inc., are listed below:

George A. Mairs, III 43.1%
William B. Frels 36.1%
Peter G. Robb 20.8%

Mairs and Power, Inc. has furnished continuous investment supervision to
the Fund since 1958. Mairs and Power, Inc. currently provides similar services
to one other mutual fund, Mairs and Power Balanced Fund, Inc., the net assets of
which as of December 31, 1998 were $38,355,609.

Mairs and Power, Inc. serves as Investment Adviser to the Fund under the
terms of an Investment Advisory Agreement dated March 21, 1972, as amended May
17, 1982. The Investment Advisory Agreement must be approved annually by the
Board of Directors of the Fund, including a majority of those directors who are
not parties to such contract or "interested persons" of any such party as
defined in the Investment Company Act of 1940, by vote cast in person at a
meeting called for such purpose. The Agreement may be terminated at any time,
without penalty, on sixty days' written notice by the Fund's Board of Directors,
by the holders of a majority of the Fund's outstanding voting securities or by
the Investment Adviser. The Agreement automatically terminates in the event of
its assignment (as defined in the Investment Company Act of 1940 and the rules
thereunder).

As compensation for its services to the Fund, the Investment Adviser
receives monthly compensation at the rate of one-twentieth of one percent of
month-end net asset value (0.6% annually), computed and paid each month. The
ratio of the management fee to average net assets in 1998 was 0.6%; the ratio of
total expenses to average net assets was 0.82%. Mairs and Power, Inc. has
agreed with the Fund that the expense ratio will not exceed the expense
limitation of any state in which the Fund's shares are sold.

Advisory fees paid by the Fund to Mairs and Power, Inc. amounted to
$3,112,094 in 1998, $1,726,083 in 1997 and $656,525 in 1996. Under the terms of
the Investment Advisory Agreement, the Investment Adviser agrees to render
research, statistical and advisory services to the Fund, pay for office rental,
executive salaries and executive expenses and pay all expenses related to the
distribution and sale of Fund shares. All other expenses, such as brokerage
commissions, fees charged by the Securities and Exchange Commission, custodian
and transfer agent fees, legal and auditing fees, taxes, premiums on fidelity
bonds, supplies, and all other miscellaneous expenses are borne by the Fund. No
compensation was paid to any other director or officer of the Fund.

TRANSFER AGENT AND CUSTODIAN

Firstar Mutual Fund Services, LLC acts as the Fund's Transfer Agent and
Dividend Disbursing Agent and is reimbursed for all expenditures incurred in the
discharge of these responsibilities. Reimbursements to Firstar for 1998
amounted to $436,061 and for 1997 reimbursements amounted to $241,354. For the
period May 1, 1996 through December 31, 1996 reimbursements to Firstar amounted
to $34,037. Prior to May 1, 1996, Mairs and Power, Inc. acted as Transfer Agent
and Dividend Disbursing Agent for the Fund. Reimbursements to Mairs and Power,
Inc. as Transfer Agent and Dividend Disbursing Agent for the Fund amounted to
$43,270 in 1996.

Custodial services for the Fund are performed by Firstar Bank Milwaukee,
N.A., 615 East Michigan Street, Milwaukee, WI 53201, pursuant to the terms of a
Custodial Agreement reviewed annually by the

5
<PAGE>

Board of Directors. As Custodian, Firstar Bank Milwaukee, N.A. controls all
securities and cash for the Fund, receives and pays for securities purchased,
delivers against payment for securities sold, receives and collects income from
investments, makes all payments for Fund expenses and performs other
administrative services, as directed in writing by authorized officers of the
Fund. For these services, Firstar Bank Milwaukee, N.A. received $104,875 in
1998, and $54,526 in 1997. For the period May 1, 1996 through December 31,
1996, Firstar Trust Company received $13,041. Prior to May 1, 1996, Norwest
Bank Minnesota, National Association acted as Custodian for the Fund. For
services as Custodian to the Fund, Norwest Bank Minnesota, National Association
received $8,506 in 1996.

PORTFOLIO TRANSACTIONS

Subject to policies established by the Board of Directors of the Fund, the
Investment Adviser is responsible for the Fund's portfolio decisions and the
placing of orders to effect the Fund's portfolio transactions. With respect to
such transactions, the Investment Adviser seeks to obtain the best net results
for the Fund taking into account such factors as price (including the applicable
brokerage commission or dealer spread), size of order, difficulty of execution
and operational facilities of the firm involved. While the Investment Adviser
generally seeks reasonably competitive commission rates, the Fund will not
necessarily be paying the lowest commission or spread available. The Fund has
no obligation to deal with any broker or dealer in the execution of its
portfolio transactions, and there is no affiliation between the Fund's officers
or directors, or its Investment Adviser, and any broker-dealer or affiliated
persons of any broker-dealer who executes transactions for the Fund.

Investment decisions for the Fund are made independently from those of
Mairs and Power Balanced Fund, Inc., also managed by Mairs and Power, Inc. When
these funds are simultaneously engaged in the purchase or sale of the same
securities, the transactions are averaged as to price and allocated as to amount
in accordance with a formula deemed equitable to each fund. In some cases this
system may adversely affect the price paid or received by the Fund, or the size
of the position obtainable for the Fund.

Decisions with respect to allocations of portfolio brokerage will be made
by the Investment Adviser. Portfolio transactions are normally placed with
broker-dealers which provide the Fund's Investment Adviser with research and
statistical assistance. Recognizing the value of these factors, the Fund may
pay brokerage commissions in excess of those which another broker might charge
for effecting the same transaction, even though the research services furnished
by brokers through whom the Fund effects securities transactions may benefit
other clients of Mairs and Power, Inc.

For the year 1998, the Fund paid $378,256 in brokerage fees on purchase and
sale of portfolio securities. All of this amount was paid to brokers or dealers
who supplied research services to the Investment Adviser. Total brokerage fees
for 1997 and 1996 amounted to $468,293 and $206,017 respectively.

6
<PAGE>

TAXATION

The Fund intends to comply, as it did in 1998, with the special provisions
of Subchapter M of the Internal Revenue Code that relieves it from federal
income tax on net investment income and capital gains currently distributed to
shareholders. The Internal Revenue Code requires all regulated investment
companies to pay a nondeductible 4% excise tax if less than 98% of ordinary
income and 98% of capital gains are paid out to shareholders during the year in
which they are earned or realized. The Fund intends to distribute income and
capital gains in such a manner as to avoid this excise tax.

FINANCIAL STATEMENTS

The Fund's financial statements, including a listing of portfolio
securities as of December 31, 1998, are included in the Fund's Annual Report to
Shareholders for the year ended December 31, 1998 and are incorporated herein by
reference. The financial statements have been audited by Ernst & Young LLP,
independent auditors, 1400 Pillsbury Center, 200 South Sixth Street,
Minneapolis, Minnesota 55402, as set forth in their report appearing in the
Annual Report and incorporated herein by reference. Additional copies of the
Annual Report may be obtained, without charge, by writing or calling the Fund.

<PAGE>

PART C. OTHER INFORMATION

Item 23. Exhibits

1. Articles of Incorporation. Incorporated by reference to
registrant's Registration Statement on Form N-1A, No. 2-14290,
Post-Effective Amendment No. 40, filed on April 9, 1990.

1.A. Articles of Incorporation, Article V. Incorporated by
reference to registrant's Registration Statement on Form N-1A,
No. 2-14290, Post-Effective Amendment No. 40, filed on April
9, 1990.

2. By-laws. Incorporated by reference to registrant's
Registration Statement on Form N-1A, No. 2-14290,
Post-Effective Amendment No. 40, filed on April 9, 1990.

3. None.

4. Investment Advisory Contract. Incorporated by reference to
registrant's Registration Statement on Form N-1A, No. 2-14290,
Post-Effective Amendment No. 22, filed on April, 1972.

5. None.

6. None.

7. Custodian Agreement entered into between the Fund and Firstar
Trust Company on April 15, 1996. Incorporated by reference to
registrant's Registration Statement on Form N-1A, No. 2-14290,
Post-Effective Amendment No. 48, filed on April 29, 1996.

8. None.

9. None.

10. Consent of Independent Auditors.

11. None.

12. None.

13. None.

14. Financial Data Schedule.

15. Mairs and Power, Inc. Prototype Self-Employed Money Purchase
and Pension Plan, Trust, Summary Plan Description, Adoption
Agreements Nos. 001 and 002, and Custody Agreement.
Incorporated by reference to registrant's Registration
Statement on Form N-1A, No. 2-14290, Post-Effective Amendment
No. 43, filed on April 7, 1993.

<PAGE>

Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Inapplicable

Item 25. INDEMNIFICATION

The Fund's Amended and Restated Articles of Incorporation state that
a director of the corporation shall have no personal liability to
the corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director to the full extent such immunity is
permitted from time to time under the Minnesota Business Corporation
Act, as now enacted or hereafter amended, except as prohibited by
the Investment Company Act of 1940, as amended.

Section 302A.521 of the Minnesota Business Corporation Act provides
that a Minnesota corporation shall indemnify any director, officer,
or employee of the corporation made or threatened to be made a party
to a proceeding, by reason of the former or present official
capacity of the person, against judgments, penalties, fines,
settlements and reasonable expenses incurred by the person in
connection with the proceeding, provided that certain statutory
standards are met. "Proceeding" means a threatened, pending or
completed civil, criminal, administrative, arbitration or
investigative proceeding, including one by or in the right of the
corporation. Indemnification is required under Section 302A.521
only if the person (i) has not been indemnified by any other
organization with respect to the same acts or omissions, (ii) acted
in good faith, (iii) received no improper personal benefit, (iv) in
the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful, and (v) reasonably believed that
the conduct was in the best interest of the corporation.

Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Inapplicable

Item 27. PRINCIPAL UNDERWRITERS

Inapplicable

Item 28. LOCATION OF ACCOUNTS AND RECORDS

Custodian: Firstar Bank Milwaukee, N.A.
615 East Michigan Street
P. O. Box 701
Milwaukee, Wisconsin 53201-0701

Transfer Agent: Overnight Firstar Mutual Fund Services, LLC
Deliveries 615 East Michigan Street
3rd Floor
Milwaukee, Wisconsin 53202

Transfer Agent: Mailing Address Firstar Mutual Fund Services, LLC
615 East Michigan Street
P. O. Box 701
Milwaukee, Wisconsin 53201-0701

Investment Adviser: Mairs and Power, Inc.
W-1420 First National Bank Building
332 Minnesota Street
Saint Paul, Minnesota 55101

<PAGE>

Item 29. MANAGEMENT SERVICES

Inapplicable

Item 30. UNDERTAKINGS

Inapplicable

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of the Registration Statement pursuant to Rule
485 (a)(1) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Paul, and State of Minnesota on the 26th
day of February, 1999.

MAIRS AND POWER GROWTH FUND, INC.

-------------------------------------------------
George A. Mairs, III, President

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.

/s/ George A. Mairs, III President and Director
- -------------------------- (Principal Executive Officer) February 26, 1999
George A. Mairs, III

/s/ William B. Frels Secretary and Director
- -------------------------- (Principal Financial and
William B. Frels Accounting Officer) February 26, 1999

/s/ Peter G. Robb
- --------------------------
Peter G. Robb Vice President and Director February 26, 1999

/s/ Charlton Dietz
- --------------------------
Charlton Dietz Director February 26, 1999

/s/ Donald E. Garretson
- --------------------------
Donald E. Garretson Director February 26, 1999

/s/ J. Thomas Simonet
- --------------------------
J. Thomas Simonet Director February 26, 1999

<PAGE>

EXHIBIT INDEX

Item Description
- ---- -----------

1-9. Not filed herewith.

10. Consent of Independent Auditors.

11-13. Not filed herewith.

14. Financial Data Schedule.

15. Not filed herewith.

<PAGE>

Consent of Independent Auditors

We consent to the reference to our firm under the captions "Condensed
Financial Information" in the Prospectus and "Financial Statements" in the
Statement of Additional Information and to the incorporation by reference in
Post-Effective Amendment No. 51 to the Registration Statement (Form N-1A, No.
2-14290) and related Prospectus of Mairs and Power Growth Fund, Inc., of
those references and of our report dated January 22, 1999, with respect to
the financial statements and financial highlights of Mairs and Power Growth
Fund, Inc. included in its Annual Report for the year ended December 31,
1998, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

February 26, 1999

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ANNUAL
REPORT DATED DECEMBER 31 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000061628
<NAME> MAIRS AND POWER GROWTH FUND, INC.

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 408324609
<INVESTMENTS-AT-VALUE> 563480312
<RECEIVABLES> 526355
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 16813411
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</TABLE>