AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 1999

                                               REGISTRATION NO. 333-_______
     =========================================================================
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                  __________________

                                       FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  __________________

                              MDU RESOURCES GROUP, INC.
                (Exact name of registrant as specified in its charter)

                        DELAWARE                        41-0423660
              (State or other jurisdiction           (I.R.S. Employer
            of incorporation or organization)      Identification No.)


                                  Schuchart Building
                                918 East Divide Avenue
                                    P.O. Box 5650
                            Bismarck, North Dakota  58501
                                    (701) 222-7900
            (Address, including zip code, and telephone number, including 
                      area code, of principal executive offices)

                              MDU RESOURCES GROUP, INC.
                                401(k) RETIREMENT PLAN
                               (Full title of the plan)


          MARTIN A. WHITE         WARREN L. ROBINSON      THOMAS J. IGOE, JR.
        President and Chief         Vice President,       Thelen Reid & Priest
         Executive Officer             Treasurer                  LLP
        MDU Resources Group,      and Chief Financial     40 West 57th Street
                Inc.                    Officer            New York, New York
         Schuchart Building      MDU Resources Group,            10019
       918 East Divide Avenue            Inc.                (212) 603-2000
           P.O. Box 5650          Schuchart Building
      Bismarck, North Dakota    918 East Divide Avenue
               58501                 P.O. Box 5650
          (701) 222-7900        Bismarck, North Dakota 
                                         58501
                                    (701) 222-7900

      (Names, addresses, including zip codes, and telephone numbers, including
                            area codes, of agents for service)


                           CALCULATION OF REGISTRATION FEE
================================================================================
                                         PROPOSED       PROPOSED
   TITLE OF                              MAXIMUM        MAXIMUM      AMOUNT OF 
SECURITIES TO BE      AMOUNT TO       OFFERING PRICE   AGGREGATE    REGISTRATION
  REGISTERED       BE REGISTERED(1)     PER SHARE   OFFERING PRICE      FEE
--------------------------------------------------------------------------------
Common Stock,       1 share (2)         $23.28(4)      $23.28(4)     $0.00(5)
 $3.33 par      
 value
--------------------------------------------------------------------------------
Preference Share    1,444,947              -               -            - (6)
 Purchase Rights     rights (3)
================================================================================

          (1)  In addition, pursuant to Rule 416(c) under the Securities
               Act of 1933, as amended, this registration statement also
               covers an indeterminate amount of interests to be offered or
               sold pursuant to the employee benefit plan described herein.
          (2)  Does not include 722,503 shares previously registered on
               Registration Statement No. 333-06105 or 722,443 shares
               previously registered on Registration Statement No. 333-
               06103, which shares are moved and carried forward to this
               registration statement.
          (3)  The number of Preference Share Purchase Rights registered
               pursuant hereto includes the Preference Share Purchase
               Rights appurtenant to the shares of Common Stock that are
               being moved and carried forward to this registration
               statement from Registration Statement No. 333-06105 and
               Registration Statement No. 333-06103.
          (4)  Based on the average of the high and the low prices of the
               Company's common stock on the composite tape on February 16,
               1999, pursuant to Rule 457(c).
          (5)  The registration fees with respect to the shares of Common
               Stock that are being moved and carried forward to this
               registration statement from Registration Statement No. 333-
               06105 and Registration Statement No. 333-06103 have been
               previously paid with those Registration Statements.
          (6)  Since no separate consideration is paid for the Preference
               Share Purchase Rights, the registration fee for such
               securities is included in the fee for the Common Stock.  The
               value attributable to the Preference Share Purchase Rights,
               if any, is reflected in the market price of the Common
               Stock.

          =================================================================
          <PAGE>


                                       PART II

            Pursuant to General Instruction E to Form S-8, the contents of
          MDU Resources Group, Inc.'s Registration Statement on Form S-8
          (Registration No. 333-06105), as amended by Post-Effective
          Amendment No. 1 thereto, and MDU Resources Group, Inc.'s
          Registration Statement on Form S-8 (Registration No. 333-06103),
          as amended by Post Effective Amendment No. 1 thereto (together,
          the "Prior Registration Statements"), are incorporated herein by
          reference.  This Registration Statement covers 1 share which,
          together with the 1,444,946 shares being moved and carried
          forward from the Prior Registration Statements constitute the
          1,444,947 shares issuable under the MDU Resources Group, Inc.
          401(k) Retirement Plan.

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The documents listed below are hereby incorporated by reference
          into this registration statement, and all documents subsequently
          filed by MDU Resources Group, Inc. (the "Company") or the MDU
          Resources Group, Inc. 401(k) Retirement Plan (the "Plan")
          pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), prior to
          the filing of a post-effective amendment which indicates that all
          securities offered have been sold or which deregisters all
          securities then remaining unsold, shall be deemed to be
          incorporated by reference in this registration statement and to
          be a part hereof from the respective dates of filing of such
          documents; provided, however, that the documents subsequently
          filed by the Company or the Plan pursuant to Section 13 or 15(d)
          of the Exchange Act prior to the filing with the Securities and
          Exchange Commission (the "Commission") of the Company's most
          recent Annual Report on Form 10-K or the Plan's most recent
          Annual Report on Form 11-K, as the case may be, shall not be
          incorporated by reference in this registration statement or be a
          part hereof from and after the date of filing of such Annual
          Report on Form 10-K or Annual Report on Form 11-K, as the case
          may be:

            (a)  The Company's Annual Report on Form 10-K for the year
                 ended December 31, 1997;

            (b)  The Company's Quarterly Reports on Form 10-Q for the
          quarters ended March 31, 1998, June 30, 1998, and September 30,
          1998;

            (c)  The Company's Current Reports on Form 8-K, filed by the
          Company with the Commission on April 17, 1998, April 22, 1998,
          July 7, 1998, December 1, 1998 and January 13, 1999;

            (d)  The Plan's Annual Report on Form 11-K for the year ended
          December 31, 1997;

            (e)  The description of the Company's Common Stock contained in
          a registration statement filed under the Exchange Act, including
          any amendment or report filed for the purpose of updating such
          description; and

            (f)  The description of the Company's Preference Share Purchase
          Rights contained in the registration statement on Form 8-A, dated
          November 12, 1998, of the Company, including any amendment or
          report filed for the purpose of updating such description.

            Any statement contained in a document incorporated by reference
          in this registration statement shall be deemed to be modified or
          superseded for purposes of this registration statement to the
          extent that a statement contained herein or in any other
          subsequently filed document which is deemed to be incorporated by
          reference herein modifies or supersedes such statement.  Any such
          statement so modified or superseded shall not be deemed, except
          as so modified or superseded, to constitute a part of this
          registration statement.

                                     II-1

          <PAGE>

          ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            The Company's Bylaws include the following provision:

            7.07  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
                   AGENTS; INSURANCE.

            (a)    The Corporation shall indemnify any person who was or
                   is a party or is threatened to be made a party to any
                   threatened, pending or completed action, suit or
                   proceeding, whether civil, criminal, administrative or
                   investigative (other than an action by or in the right
                   of the Corporation) by reason of the fact that such
                   person is or was a director, officer, employee or agent
                   of the Corporation, or is or was serving at the request
                   of the Corporation as a director, officer, employee or
                   agent of another corporation, partnership, joint
                   venture, trust or other enterprise, against expenses
                   (including attorneys' fees), judgments, fines and
                   amounts paid in settlement actually and reasonably
                   incurred by such person in connection with such action,
                   suit or proceeding if such person acted in good faith
                   and in a manner such person reasonably believed to be
                   in or not opposed to the best interests of the
                   Corporation, and, with respect to any criminal action
                   or proceeding, had no reasonable cause to believe such
                   person's conduct was unlawful.  The termination of any
                   action, suit or proceeding by judgment, order,
                   settlement, conviction, or upon a plea of nolo
                   contendere or its equivalent, shall not, of itself,
                   create a presumption that the person did not act in
                   good faith and in a manner which such person reasonably
                   believed to be in or not opposed to the best interest
                   of the Corporation, and, with respect to any criminal
                   action or proceeding, had reasonable cause to believe
                   that such person's conduct was unlawful.

            (b)    The Corporation shall indemnify any person who was or
                   is a party or is threatened to be made a party to any
                   threatened, pending or completed action or suit by or
                   in the right of the Corporation to procure a judgment
                   in its favor by reason of the fact that such person is
                   or was a director, officer, employee or agent of the
                   Corporation, or is or was serving at the request of the
                   Corporation as a director, officer, employee or agent
                   of another corporation, partnership, joint venture,
                   trust or other enterprise against expenses (including
                   attorneys' fees) actually and reasonably incurred by
                   such person in connection with the defense or
                   settlement of such action or suit if such person acted
                   in good faith and in a manner such person reasonably
                   believed to be in or not opposed to the best interests
                   of the Corporation and except that no indemnification
                   shall be made in respect of any claim, issue or matter
                   as to which such person shall have been adjudged to be
                   liable to the Corporation, unless and only to the
                   extent that the Court of Chancery or the court in which
                   such action or suit was brought, shall determine upon
                   application that, despite the adjudication of liability
                   but in view of all the circumstances of the case, such
                   person is fairly and reasonably entitled to indemnity
                   for such expenses which the Court of Chancery or such
                   other court shall deem proper.

            (c)    To the extent that a present or former director,
                   officer, employee or agent of a corporation has been
                   successful on the merits or otherwise in defense of any
                   action, suit or proceeding referred to in subsections
                   (a) and (b), or in defense of any claim, issue or
                   matter therein, such person shall be indemnified
                   against expenses (including attorneys' fees) actually
                   and reasonably incurred by such person in connection
                   therewith.

            (d)    Any indemnification under subsections (a) and (b) of
                   this Section (unless ordered by a court) shall be made
                   by the Corporation only as authorized in the specific
                   case upon a determination that indemnification of the
                   present or former director, officer, employee or agent
                   is proper in the circumstances because such person has
                   met the applicable standard of conduct as set forth in
                   subsections (a) and (b) of this Section.  Such
                   determination shall be made (1) by a majority vote of
                   the directors who are not parties to such action, suit
                   or proceeding, even though less than a quorum, or (2)
                   by a committee of such directors designated by majority
                   vote of such directors, even though less than a quorum,
                   or (3) if there are no such directors, or if such
                   directors so direct, by independent legal counsel in a
                   written opinion, or (4) by the stockholders.


                                     II-2
          <PAGE>

            (e)    Expenses (including attorneys' fees) incurred by a
                   present or former officer or director in defending any
                   civil, criminal, administrative or investigative
                   action, suit or proceeding shall be paid by the
                   Corporation in advance of the final disposition of such
                   action, suit or proceeding upon receipt of an
                   undertaking by or on behalf of the director or officer
                   to repay such amount if it shall ultimately be
                   determined that such person is not entitled to be
                   indemnified by the Corporation as authorized in this
                   Section.  Once the Corporation has received the
                   undertaking, the Corporation shall pay the officer or
                   director within 30 days of receipt by the Corporation
                   of a written application from the officer or director
                   for the expenses incurred by that officer or director. 
                   In the event the Corporation fails to pay within the
                   30-day period, the applicant shall have the right to
                   sue for recovery of the expenses contained in the
                   written application and, in addition, shall recover all
                   attorneys' fees and expenses incurred in the action to
                   enforce the application and the rights granted in this
                   Section 7.07.  Expenses (including attorneys' fees)
                   incurred by other employees and agents shall be paid
                   upon such terms and conditions, if any, as the Board of
                   Directors deems appropriate.

            (f)    The indemnification and advancement of expenses
                   provided by, or granted pursuant to, the other
                   subsections of this Section shall not be deemed
                   exclusive of any other rights to which those seeking
                   indemnity or advancement of expenses may be entitled
                   under any bylaw, agreement, vote of stockholders or
                   disinterested directors or otherwise, both as to action
                   in such person's official capacity and as to action in
                   another capacity while holding such office.

            (g)    The Corporation may purchase and maintain insurance on
                   behalf of any person who is or was a director, officer,
                   employee or agent of the Corporation, or is or was
                   serving at the request of the Corporation as a
                   director, officer, employee or agent of another
                   corporation, partnership, joint venture, trust or other
                   enterprise, against any liability asserted against such
                   person and incurred by such person in any such
                   capacity, or arising out of such person's status as
                   such, whether or not the Corporation would have the
                   power to indemnify such person against such liability
                   under the provisions of this Section.

            (h)    For the purposes of this Section, references to "the
                   Corporation" include all constituent corporations
                   absorbed in a consolidation or merger, as well as the
                   resulting or surviving corporation, so that any person
                   who is or was a director, officer, employee or agent of
                   such a constituent corporation or is or was serving at
                   the request of such constituent corporation as a
                   director, officer, employee or agent of another
                   corporation, partnership, joint venture, trust or other
                   enterprise, shall stand in the same position under the
                   provisions of this Section with respect to the
                   resulting or surviving corporation as such person would
                   if such person had served the resulting or surviving
                   corporation in the same capacity.

            (i)    For purposes of this Section, references to "other
                   enterprises" shall include employee benefit plans;
                   references to "fines" shall include any excise taxes
                   assessed on a person with respect to any employee
                   benefit plan; and references to "serving at the request
                   of the Corporation" shall include any service as a
                   director, officer, employee or agent of the Corporation
                   which imposes duties on, or involves services by, such
                   director, officer, employee or agent with respect to an
                   employee benefit plan, its participant or
                   beneficiaries; and a person who acted in good faith and
                   in a manner such person reasonably believed to be in
                   the interest of the participants and beneficiaries of
                   an employee benefit plan shall be deemed to have acted
                   in a manner "not opposed to the best interests of the
                   Corporation" as referred to in this Section.

            (j)    The indemnification and advancement of expenses
                   provided by, or granted pursuant to, this Section
                   shall, unless otherwise provided when authorized or
                   ratified, continue as to a person who has ceased to be
                   a director, officer, employee or agent and shall inure
                   to the benefit of the heirs, executors and
                   administrators of such a person.

            Section 145 of the General Corporation Law of the State of
          Delaware provides for indemnification of the Company's directors
          and officers in a variety of circumstances, which may include
          liabilities under the Securities Act of 1933.  The Company

                                     II-3
          <PAGE>

          maintains liability insurance protecting it, as well as its
          directors and officers, against liability by reason of their
          being or having been directors or officers.  

          ITEM 8.  EXHIBITS.

            *4(a)  Composite Certificate of Incorporation of the Company,
                   as amended to date, filed as Exhibit 3(a) to the
                   Company's Annual Report on Form 10-K for the year ended
                   December 31, 1994, in File No. 1-3480.

            *4(b)  By-laws of the Company, as amended to date, filed as
                   Exhibit 3(b) to the Company's Quarterly Report on Form
                   10-Q for the quarter ended September 30, 1998, in File
                   No. 1-3480.

            *4(c)  Rights Agreement, dated as of November 12, 1998,
                   between the Company and Norwest Bank Minnesota, N.A.,
                   filed as Exhibit 4.1 to Form 8-A on November 12, 1998,
                   in File No. 1-3480.

            *4(d)  Indenture of Mortgage, dated as of May 1, 1939, as
                   restated in the Forty-fifth Supplemental Indenture,
                   dated as of April 21, 1992, between the Company and The
                   New York Trust Company (The Bank of New York, successor
                   Corporate Trustee) and A.C. Downing (W.T. Cunningham,
                   successor Co-Trustee), filed as Exhibit 4(a) in
                   Registration No. 33-66682.

            *4(e)  Forty-sixth, Forty-seventh and Forty-eighth Supplements
                   to the Indenture of Mortgage, dated as of May 1, 1939,
                   as restated in the Forty-fifth Supplemental Indenture,
                   dated as of April 21, 1992, between the Company and The
                   New York Trust Company (The Bank of New York, successor
                   Corporate Trustee) and A.C. Downing (W.T. Cunningham,
                   successor Co-Trustee), filed as Exhibits 4(e), 4(f) and
                   4(g), respectively, in Registration No. 33-53896.

             5(a)  Opinion of Lester H. Loble, II, Esq., General Counsel
                   to the Company.

             5(b)  Opinion of Thelen Reid & Priest LLP, counsel to the
                   Company.

            23(a)  Consent of Arthur Andersen LLP.

            23(b)  Consent of Ralph E. Davis Associates, Inc.

            23(c)  Consent of Weir International Mining Consultants.

            23(d)  Consent of Lester H. Loble, II, Esq. (contained in
                   opinion filed as Exhibit 5(a) hereto).

            23(e)  Consent of Thelen Reid & Priest LLP (contained in
                   opinion filed as Exhibit 5(b) hereto).

            24     Power of Attorney (see signature pages).

          ______________________
          *Incorporated herein by reference as indicated.

            The Company will submit or has submitted the Plan and any
          amendment thereto to the Internal Revenue Service (the "IRS") in
          a timely manner and has made or will make all changes required by
          the IRS in order to qualify the Plan, as amended, under Section
          401 of the Internal Revenue Code.

                                     II-4

          <PAGE>


          ITEM 9.  UNDERTAKINGS.

            The Company hereby undertakes:

               (A) To file, during any period in which offers or sales are
            being made, a post-effective amendment to this Registration
            Statement:

                 (i)   To include any prospectus required by Section
               10(a)(3) of the Securities Act;

                 (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the Registration
               Statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information set forth in the
               Registration Statement.  Notwithstanding the foregoing, any
               increase or decrease in volume of securities offered (if the
               total dollar value of securities offered would not exceed
               that which was registered) and any deviation from the low or
               high and of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the
               Commission pursuant to Rule 424(b) if, in the aggregate, the
               changes in volume and price represent no more than 20
               percent change in the maximum aggregate offering price set
               forth in the "Calculation of Registration Fee" table in the
               effective Registration Statement;

                 (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in the
               Registration Statement or any material change to such
               information in the Registration Statement;

            provided, however, that the registrant need not file a post-
            effective amendment to include the information required to be
            included by paragraphs (i) or (ii) if the information is
            contained in periodic reports filed with or furnished to the
            Commission by the registrant pursuant to Section 13 or 15(d) of
            the Exchange Act that are incorporated by reference in the
            Registration Statement;

               (B) That, for the purpose of determining any liability under
            the Securities Act, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the
            securities offered therein, and the offering of such securities
            at that time shall be deemed to be the initial bona fide
            offering thereof;

               (C) To remove from registration by means of a post-
            effective amendment any of the securities being registered
            which remain unsold at the termination of the offering; and

               (D) That, for purposes of determining any liability under
            the Securities Act, each filing of the registrant's annual
            report pursuant to Section 13(a) or Section 15(d) of the
            Exchange Act (and, where applicable, each filing of an employee
            benefit plan's annual report pursuant to Section 15(d) of the
            Exchange Act) that is incorporated by reference in the
            Registration Statement shall be deemed to be a new registration
            statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be
            the initial bona fide offering thereof.

               Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and
            controlling persons of the registrant pursuant to the foregoing
            provisions, or otherwise, the registrant has been advised that
            in the opinion of the Commission such indemnification is
            against public policy as expressed in the Securities Act and
            is, therefore, unenforceable.  In the event that a claim for
            indemnification against such liabilities (other than the
            payment by the registrant of expenses incurred or paid by a
            director, officer or controlling person of the registrant in
            the successful defense of any action, suit or proceeding) is
            asserted by such director, officer or controlling person in
            connection with the securities being registered, the registrant
            will, unless in the opinion of its counsel the matter has been
            settled by controlling precedent, submit to a court of
            appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in
            the Securities Act and will be governed by the final
            adjudication of such issue.


                                     II-5

          <PAGE>


                                  POWER OF ATTORNEY

            Each director and/or officer of the registrant whose signature
          appears below hereby appoints the Agents for Service named in
          this registration statement, and each of them severally, as
          his/her attorney-in-fact to sign in his/her name and behalf, in
          any and all capacities stated below, and to file with the
          Securities and Exchange Commission, any and all amendments,
          including post-effective amendments, to this registration
          statement, and the registrant hereby also appoints each such
          Agent for Service as its attorney-in-fact with like authority to
          sign and file any such amendment in its name and behalf.


                                      SIGNATURES

            The Registrant.  Pursuant to the requirements of the Securities
          Act of 1933, the registrant certifies that it has reasonable
          grounds to believe that it meets all of the requirements for
          filing on Form S-8 and has duly caused this registration
          statement to be signed on its behalf by the undersigned,
          thereunto duly authorized, in the City of Bismarck, State of
          North Dakota on the 18th day of February, 1999.


                                               MDU RESOURCES GROUP, INC.


                                              By:/s/ Martin A. White
                                                 -------------------
                                                  Martin A. White
                                                   President and Chief 
                                                   Executive Officer


                                     II-6

          <PAGE>

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

                    Signature               Title               Date
                    ---------               -----               ----

             /s/ Martin A. White       Chief Executive    February 18, 1999
             --------------------      Officer and
             Martin A. White           Director 
             (President and Chief      
             Executive Officer)

             /s/ Douglas C. Kane
             ---------------------     Chief              February 18, 1999
             Douglas C. Kane           Administrative
             (Executive Vice           and Corporate
             President, Chief          Development
             Administrative &          Officer and
             Corporate Development     Director
             Officer)

             /s/ Warren L. Robinson
             ----------------------    Chief Financial    February 18, 1999
             Warren L. Robinson        Officer
             (Vice President,
             Treasurer and Chief
             Financial Officer)

             /s/ Vernon A. Raile
             ---------------------     Chief              February 18, 1999
             Vernon A. Raile (Vice     Accounting
             President, Controller     Officer
             and Chief Accounting
             Officer)
             
             /s/ John A. Schuchart
             ----------------------    Director           February 18, 1999
             John A. Schuchart
             (Chairman of the
             Board)

             ______________________    Director           February 18, 1999
             San W. Orr, Jr. (Vice
             Chairman of the Board)


             /s/ Thomas Everist
             ----------------------    Director           February 18, 1999
             Thomas Everist



             ______________________    Director           February 18, 1999
             Harold J. Mellen, Jr.


             /s/ Richard L. Muus
             ----------------------    Director           February 18, 1999
             Richard L. Muus


             /s/ Robert L. Nance
             -----------------------   Director           February 18, 1999
             Robert L. Nance


             /s/ John L. Olson
             ----------------------    Director           February 18, 1999
             John L. Olson


             ----------------------    Director           February 18, 1999
             Harry J. Pearce


             /s/ Homer A. Scott, Jr.
             ----------------------    Director           February 18, 1999
             Homer A. Scott, Jr.


             /s/ Joseph T. Simmons
             ----------------------    Director           February 18, 1999
             Joseph T. Simmons


             /s/ Sister Thomas Welder
             ------------------------- Director           February 18, 1999
             Sister Thomas Welder,
             O.S.B.


                                     II-7

          <PAGE>

                                  POWER OF ATTORNEY

            The Plan hereby appoints the Agents for Service named in this
          registration statement, and each of them severally, as its
          attorney-in-fact to sign in its name and behalf and to file with
          the Securities and Exchange Commission, any and all amendments
          including post-effective amendments, to this registration
          statement.




                                      SIGNATURES

            The Plan.  Pursuant to the requirements of the Securities Act
          of 1933, the MDU Resources Group, Inc. 401(k) Retirement Plan
          Committee has duly caused this registration statement to be
          signed on its behalf by the undersigned, thereunto duly
          authorized, in the City of Bismarck, State of North Dakota, on
          the 18th day of February, 1999.



                                 MDU RESOURCES GROUP, INC.
                                 401(k) Retirement Plan


                                 By: /s/ Douglas C. Kane
                                    -------------------------
                                    Douglas C. Kane, Chairman
                                    MDU Resources Group, Inc. 401(k)
                                    Retirement Plan Committee


                                     II-8

          <PAGE>

                                    EXHIBIT INDEX


            *4(a)      Composite Certificate of Incorporation of the
                       Company, as amended to date, filed as Exhibit 3(a)
                       to the Company's Annual Report on Form 10-K for the
                       year ended December 31, 1994, in File No. 1-3480.

            *4(b)      By-laws of the Company, as amended to date, filed as
                       Exhibit 3(b) to the Company's Quarterly Report on
                       Form 10-Q for the quarter ended September 30, 1998,
                       in File No. 1-3480.

            *4(c)      Rights Agreement, dated as of November 12, 1998,
                       between the Company and Norwest Bank Minnesota,
                       N.A., filed as Exhibit 4.1 to Form 8-A on November
                       12, 1998, in File No. 1-3480.

            *4(d)      Indenture of Mortgage, dated as of May 1, 1939, as
                       restated in the Forty-fifth Supplemental Indenture,
                       dated as of April 21, 1992, between the Company and
                       The New York Trust Company (The Bank of New York,
                       successor Corporate Trustee) and A.C. Downing (W.T.
                       Cunningham, successor Co-Trustee), filed as Exhibit
                       4(a) in Registration No. 33-66682.

            *4(e)      Forty-sixth, Forty-seventh and Forty-eighth
                       Supplements to the Indenture of Mortgage, dated as
                       of May 1, 1939, as restated in the Forty-fifth
                       Supplemental Indenture, dated as of April 21, 1992,
                       between the Company and The New York Trust Company
                       (The Bank of New York, successor Corporate Trustee)
                       and A.C. Downing (W.T. Cunningham, successor Co-
                       Trustee), filed as Exhibits 4(e), 4(f) and 4(g),
                       respectively, in Registration No. 33-53896.

             5(a)      Opinion of Lester H. Loble, II, Esq., General
                       Counsel to the Company.

             5(b)      Opinion of Thelen Reid & Priest LLP, counsel to the
                       Company.

            23(a)      Consent of Arthur Andersen LLP.

            23(b)      Consent of Ralph E. Davis Associates, Inc.

            23(c)      Consent of Weir International Mining Consultants.

            23(d)      Consent of Lester H. Loble, II, Esq. (contained in
                       opinion filed as Exhibit 5(a) hereto).

            23(e)      Consent of Thelen Reid & Priest LLP (contained in
                       opinion filed as Exhibit 5(b) hereto).

            24         Power of Attorney (see signature pages).

          ______________________
          *Incorporated herein by reference as indicated.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 39373}]
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 1999

                                               REGISTRATION NO. 333-_______
     =========================================================================
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                  __________________

                                       FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  __________________

                              MDU RESOURCES GROUP, INC.
                (Exact name of registrant as specified in its charter)

                        DELAWARE                        41-0423660
              (State or other jurisdiction           (I.R.S. Employer
            of incorporation or organization)      Identification No.)

                                  Schuchart Building
                                918 East Divide Avenue
                                    P.O. Box 5650
                            Bismarck, North Dakota  58501
                                    (701) 222-7900
            (Address, including zip code, and telephone number, including 
                      area code, of principal executive offices)

                              MDU RESOURCES GROUP, INC.
                                401(k) RETIREMENT PLAN
                               (Full title of the plan)

          MARTIN A. WHITE         WARREN L. ROBINSON      THOMAS J. IGOE, JR.
        President and Chief         Vice President,       Thelen Reid & Priest
         Executive Officer             Treasurer                  LLP
        MDU Resources Group,      and Chief Financial     40 West 57th Street
                Inc.                    Officer            New York, New York
         Schuchart Building      MDU Resources Group,            10019
       918 East Divide Avenue            Inc.                (212) 603-2000
           P.O. Box 5650          Schuchart Building
      Bismarck, North Dakota    918 East Divide Avenue
               58501                 P.O. Box 5650
          (701) 222-7900        Bismarck, North Dakota 
                                         58501
                                    (701) 222-7900

      (Names, addresses, including zip codes, and telephone numbers, including
                            area codes, of agents for service)

                           CALCULATION OF REGISTRATION FEE
================================================================================
                                         PROPOSED       PROPOSED
   TITLE OF                              MAXIMUM        MAXIMUM      AMOUNT OF 
SECURITIES TO BE      AMOUNT TO       OFFERING PRICE   AGGREGATE    REGISTRATION
  REGISTERED       BE REGISTERED(1)     PER SHARE   OFFERING PRICE      FEE
--------------------------------------------------------------------------------
Common Stock,       1 share (2)         $23.28(4)      $23.28(4)     $0.00(5)
 $3.33 par      
 value
--------------------------------------------------------------------------------
Preference Share    1,444,947              -               -            - (6)
 Purchase Rights     rights (3)
================================================================================

          (1)  In addition, pursuant to Rule 416(c) under the Securities
               Act of 1933, as amended, this registration statement also
               covers an indeterminate amount of interests to be offered or
               sold pursuant to the employee benefit plan described herein.
          (2)  Does not include 722,503 shares previously registered on
               Registration Statement No. 333-06105 or 722,443 shares
               previously registered on Registration Statement No. 333-
               06103, which shares are moved and carried forward to this
               registration statement.
          (3)  The number of Preference Share Purchase Rights registered
               pursuant hereto includes the Preference Share Purchase
               Rights appurtenant to the shares of Common Stock that are
               being moved and carried forward to this registration
               statement from Registration Statement No. 333-06105 and
               Registration Statement No. 333-06103.
          (4)  Based on the average of the high and the low prices of the
               Company's common stock on the composite tape on February 16,
               1999, pursuant to Rule 457(c).
          (5)  The registration fees with respect to the shares of Common
               Stock that are being moved and carried forward to this
               registration statement from Registration Statement No. 333-
               06105 and Registration Statement No. 333-06103 have been
               previously paid with those Registration Statements.
          (6)  Since no separate consideration is paid for the Preference
               Share Purchase Rights, the registration fee for such
               securities is included in the fee for the Common Stock.  The
               value attributable to the Preference Share Purchase Rights,
               if any, is reflected in the market price of the Common
               Stock.

          =================================================================
PART II

            Pursuant to General Instruction E to Form S-8, the contents of
          MDU Resources Group, Inc.'s Registration Statement on Form S-8
          (Registration No. 333-06105), as amended by Post-Effective
          Amendment No. 1 thereto, and MDU Resources Group, Inc.'s
          Registration Statement on Form S-8 (Registration No. 333-06103),
          as amended by Post Effective Amendment No. 1 thereto (together,
          the "Prior Registration Statements"), are incorporated herein by
          reference.  This Registration Statement covers 1 share which,
          together with the 1,444,946 shares being moved and carried
          forward from the Prior Registration Statements constitute the
          1,444,947 shares issuable under the MDU Resources Group, Inc.
          401(k) Retirement Plan.

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The documents listed below are hereby incorporated by reference
          into this registration statement, and all documents subsequently
          filed by MDU Resources Group, Inc. (the "Company") or the MDU
          Resources Group, Inc. 401(k) Retirement Plan (the "Plan")
          pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), prior to
          the filing of a post-effective amendment which indicates that all
          securities offered have been sold or which deregisters all
          securities then remaining unsold, shall be deemed to be
          incorporated by reference in this registration statement and to
          be a part hereof from the respective dates of filing of such
          documents; provided, however, that the documents subsequently
          filed by the Company or the Plan pursuant to Section 13 or 15(d)
          of the Exchange Act prior to the filing with the Securities and
          Exchange Commission (the "Commission") of the Company's most
          recent Annual Report on Form 10-K or the Plan's most recent
          Annual Report on Form 11-K, as the case may be, shall not be
          incorporated by reference in this registration statement or be a
          part hereof from and after the date of filing of such Annual
          Report on Form 10-K or Annual Report on Form 11-K, as the case
          may be:

            (a)  The Company's Annual Report on Form 10-K for the year
                 ended December 31, 1997;

            (b)  The Company's Quarterly Reports on Form 10-Q for the
          quarters ended March 31, 1998, June 30, 1998, and September 30,
          1998;

            (c)  The Company's Current Reports on Form 8-K, filed by the
          Company with the Commission on April 17, 1998, April 22, 1998,
          July 7, 1998, December 1, 1998 and January 13, 1999;

            (d)  The Plan's Annual Report on Form 11-K for the year ended
          December 31, 1997;

            (e)  The description of the Company's Common Stock contained in
          a registration statement filed under the Exchange Act, including
          any amendment or report filed for the purpose of updating such
          description; and

            (f)  The description of the Company's Preference Share Purchase
          Rights contained in the registration statement on Form 8-A, dated
          November 12, 1998, of the Company, including any amendment or
          report filed for the purpose of updating such description.

            Any statement contained in a document incorporated by reference
          in this registration statement shall be deemed to be modified or
          superseded for purposes of this registration statement to the
          extent that a statement contained herein or in any other
          subsequently filed document which is deemed to be incorporated by
          reference herein modifies or supersedes such statement.  Any such
          statement so modified or superseded shall not be deemed, except
          as so modified or superseded, to constitute a part of this
          registration statement.

                                     II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            The Company's Bylaws include the following provision:

            7.07  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
                   AGENTS; INSURANCE.

            (a)    The Corporation shall indemnify any person who was or
                   is a party or is threatened to be made a party to any
                   threatened, pending or completed action, suit or
                   proceeding, whether civil, criminal, administrative or
                   investigative (other than an action by or in the right
                   of the Corporation) by reason of the fact that such
                   person is or was a director, officer, employee or agent
                   of the Corporation, or is or was serving at the request
                   of the Corporation as a director, officer, employee or
                   agent of another corporation, partnership, joint
                   venture, trust or other enterprise, against expenses
                   (including attorneys' fees), judgments, fines and
                   amounts paid in settlement actually and reasonably
                   incurred by such person in connection with such action,
                   suit or proceeding if such person acted in good faith
                   and in a manner such person reasonably believed to be
                   in or not opposed to the best interests of the
                   Corporation, and, with respect to any criminal action
                   or proceeding, had no reasonable cause to believe such
                   person's conduct was unlawful.  The termination of any
                   action, suit or proceeding by judgment, order,
                   settlement, conviction, or upon a plea of nolo
                   contendere or its equivalent, shall not, of itself,
                   create a presumption that the person did not act in
                   good faith and in a manner which such person reasonably
                   believed to be in or not opposed to the best interest
                   of the Corporation, and, with respect to any criminal
                   action or proceeding, had reasonable cause to believe
                   that such person's conduct was unlawful.

            (b)    The Corporation shall indemnify any person who was or
                   is a party or is threatened to be made a party to any
                   threatened, pending or completed action or suit by or
                   in the right of the Corporation to procure a judgment
                   in its favor by reason of the fact that such person is
                   or was a director, officer, employee or agent of the
                   Corporation, or is or was serving at the request of the
                   Corporation as a director, officer, employee or agent
                   of another corporation, partnership, joint venture,
                   trust or other enterprise against expenses (including
                   attorneys' fees) actually and reasonably incurred by
                   such person in connection with the defense or
                   settlement of such action or suit if such person acted
                   in good faith and in a manner such person reasonably
                   believed to be in or not opposed to the best interests
                   of the Corporation and except that no indemnification
                   shall be made in respect of any claim, issue or matter
                   as to which such person shall have been adjudged to be
                   liable to the Corporation, unless and only to the
                   extent that the Court of Chancery or the court in which
                   such action or suit was brought, shall determine upon
                   application that, despite the adjudication of liability
                   but in view of all the circumstances of the case, such
                   person is fairly and reasonably entitled to indemnity
                   for such expenses which the Court of Chancery or such
                   other court shall deem proper.

            (c)    To the extent that a present or former director,
                   officer, employee or agent of a corporation has been
                   successful on the merits or otherwise in defense of any
                   action, suit or proceeding referred to in subsections
                   (a) and (b), or in defense of any claim, issue or
                   matter therein, such person shall be indemnified
                   against expenses (including attorneys' fees) actually
                   and reasonably incurred by such person in connection
                   therewith.

            (d)    Any indemnification under subsections (a) and (b) of
                   this Section (unless ordered by a court) shall be made
                   by the Corporation only as authorized in the specific
                   case upon a determination that indemnification of the
                   present or former director, officer, employee or agent
                   is proper in the circumstances because such person has
                   met the applicable standard of conduct as set forth in
                   subsections (a) and (b) of this Section.  Such
                   determination shall be made (1) by a majority vote of
                   the directors who are not parties to such action, suit
                   or proceeding, even though less than a quorum, or (2)
                   by a committee of such directors designated by majority
                   vote of such directors, even though less than a quorum,
                   or (3) if there are no such directors, or if such
                   directors so direct, by independent legal counsel in a
                   written opinion, or (4) by the stockholders.

                                     II-2
(e)    Expenses (including attorneys' fees) incurred by a
                   present or former officer or director in defending any
                   civil, criminal, administrative or investigative
                   action, suit or proceeding shall be paid by the
                   Corporation in advance of the final disposition of such
                   action, suit or proceeding upon receipt of an
                   undertaking by or on behalf of the director or officer
                   to repay such amount if it shall ultimately be
                   determined that such person is not entitled to be
                   indemnified by the Corporation as authorized in this
                   Section.  Once the Corporation has received the
                   undertaking, the Corporation shall pay the officer or
                   director within 30 days of receipt by the Corporation
                   of a written application from the officer or director
                   for the expenses incurred by that officer or director. 
                   In the event the Corporation fails to pay within the
                   30-day period, the applicant shall have the right to
                   sue for recovery of the expenses contained in the
                   written application and, in addition, shall recover all
                   attorneys' fees and expenses incurred in the action to
                   enforce the application and the rights granted in this
                   Section 7.07.  Expenses (including attorneys' fees)
                   incurred by other employees and agents shall be paid
                   upon such terms and conditions, if any, as the Board of
                   Directors deems appropriate.

            (f)    The indemnification and advancement of expenses
                   provided by, or granted pursuant to, the other
                   subsections of this Section shall not be deemed
                   exclusive of any other rights to which those seeking
                   indemnity or advancement of expenses may be entitled
                   under any bylaw, agreement, vote of stockholders or
                   disinterested directors or otherwise, both as to action
                   in such person's official capacity and as to action in
                   another capacity while holding such office.

            (g)    The Corporation may purchase and maintain insurance on
                   behalf of any person who is or was a director, officer,
                   employee or agent of the Corporation, or is or was
                   serving at the request of the Corporation as a
                   director, officer, employee or agent of another
                   corporation, partnership, joint venture, trust or other
                   enterprise, against any liability asserted against such
                   person and incurred by such person in any such
                   capacity, or arising out of such person's status as
                   such, whether or not the Corporation would have the
                   power to indemnify such person against such liability
                   under the provisions of this Section.

            (h)    For the purposes of this Section, references to "the
                   Corporation" include all constituent corporations
                   absorbed in a consolidation or merger, as well as the
                   resulting or surviving corporation, so that any person
                   who is or was a director, officer, employee or agent of
                   such a constituent corporation or is or was serving at
                   the request of such constituent corporation as a
                   director, officer, employee or agent of another
                   corporation, partnership, joint venture, trust or other
                   enterprise, shall stand in the same position under the
                   provisions of this Section with respect to the
                   resulting or surviving corporation as such person would
                   if such person had served the resulting or surviving
                   corporation in the same capacity.

            (i)    For purposes of this Section, references to "other
                   enterprises" shall include employee benefit plans;
                   references to "fines" shall include any excise taxes
                   assessed on a person with respect to any employee
                   benefit plan; and references to "serving at the request
                   of the Corporation" shall include any service as a
                   director, officer, employee or agent of the Corporation
                   which imposes duties on, or involves services by, such
                   director, officer, employee or agent with respect to an
                   employee benefit plan, its participant or
                   beneficiaries; and a person who acted in good faith and
                   in a manner such person reasonably believed to be in
                   the interest of the participants and beneficiaries of
                   an employee benefit plan shall be deemed to have acted
                   in a manner "not opposed to the best interests of the
                   Corporation" as referred to in this Section.

            (j)    The indemnification and advancement of expenses
                   provided by, or granted pursuant to, this Section
                   shall, unless otherwise provided when authorized or
                   ratified, continue as to a person who has ceased to be
                   a director, officer, employee or agent and shall inure
                   to the benefit of the heirs, executors and
                   administrators of such a person.

            Section 145 of the General Corporation Law of the State of
          Delaware provides for indemnification of the Company's directors
          and officers in a variety of circumstances, which may include
          liabilities under the Securities Act of 1933.  The Company

                                     II-3
maintains liability insurance protecting it, as well as its
          directors and officers, against liability by reason of their
          being or having been directors or officers.  

          ITEM 8.  EXHIBITS.

            *4(a)  Composite Certificate of Incorporation of the Company,
                   as amended to date, filed as Exhibit 3(a) to the
                   Company's Annual Report on Form 10-K for the year ended
                   December 31, 1994, in File No. 1-3480.

            *4(b)  By-laws of the Company, as amended to date, filed as
                   Exhibit 3(b) to the Company's Quarterly Report on Form
                   10-Q for the quarter ended September 30, 1998, in File
                   No. 1-3480.

            *4(c)  Rights Agreement, dated as of November 12, 1998,
                   between the Company and Norwest Bank Minnesota, N.A.,
                   filed as Exhibit 4.1 to Form 8-A on November 12, 1998,
                   in File No. 1-3480.

            *4(d)  Indenture of Mortgage, dated as of May 1, 1939, as
                   restated in the Forty-fifth Supplemental Indenture,
                   dated as of April 21, 1992, between the Company and The
                   New York Trust Company (The Bank of New York, successor
                   Corporate Trustee) and A.C. Downing (W.T. Cunningham,
                   successor Co-Trustee), filed as Exhibit 4(a) in
                   Registration No. 33-66682.

            *4(e)  Forty-sixth, Forty-seventh and Forty-eighth Supplements
                   to the Indenture of Mortgage, dated as of May 1, 1939,
                   as restated in the Forty-fifth Supplemental Indenture,
                   dated as of April 21, 1992, between the Company and The
                   New York Trust Company (The Bank of New York, successor
                   Corporate Trustee) and A.C. Downing (W.T. Cunningham,
                   successor Co-Trustee), filed as Exhibits 4(e), 4(f) and
                   4(g), respectively, in Registration No. 33-53896.

             5(a)  Opinion of Lester H. Loble, II, Esq., General Counsel
                   to the Company.

             5(b)  Opinion of Thelen Reid & Priest LLP, counsel to the
                   Company.

            23(a)  Consent of Arthur Andersen LLP.

            23(b)  Consent of Ralph E. Davis Associates, Inc.

            23(c)  Consent of Weir International Mining Consultants.

            23(d)  Consent of Lester H. Loble, II, Esq. (contained in
                   opinion filed as Exhibit 5(a) hereto).

            23(e)  Consent of Thelen Reid & Priest LLP (contained in
                   opinion filed as Exhibit 5(b) hereto).

            24     Power of Attorney (see signature pages).

          ______________________
          *Incorporated herein by reference as indicated.

            The Company will submit or has submitted the Plan and any
          amendment thereto to the Internal Revenue Service (the "IRS") in
          a timely manner and has made or will make all changes required by
          the IRS in order to qualify the Plan, as amended, under Section
          401 of the Internal Revenue Code.

                                     II-4
ITEM 9.  UNDERTAKINGS.

            The Company hereby undertakes:

               (A) To file, during any period in which offers or sales are
            being made, a post-effective amendment to this Registration
            Statement:

                 (i)   To include any prospectus required by Section
               10(a)(3) of the Securities Act;

                 (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the Registration
               Statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information set forth in the
               Registration Statement.  Notwithstanding the foregoing, any
               increase or decrease in volume of securities offered (if the
               total dollar value of securities offered would not exceed
               that which was registered) and any deviation from the low or
               high and of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the
               Commission pursuant to Rule 424(b) if, in the aggregate, the
               changes in volume and price represent no more than 20
               percent change in the maximum aggregate offering price set
               forth in the "Calculation of Registration Fee" table in the
               effective Registration Statement;

                 (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in the
               Registration Statement or any material change to such
               information in the Registration Statement;

            provided, however, that the registrant need not file a post-
            effective amendment to include the information required to be
            included by paragraphs (i) or (ii) if the information is
            contained in periodic reports filed with or furnished to the
            Commission by the registrant pursuant to Section 13 or 15(d) of
            the Exchange Act that are incorporated by reference in the
            Registration Statement;

               (B) That, for the purpose of determining any liability under
            the Securities Act, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the
            securities offered therein, and the offering of such securities
            at that time shall be deemed to be the initial bona fide
            offering thereof;

               (C) To remove from registration by means of a post-
            effective amendment any of the securities being registered
            which remain unsold at the termination of the offering; and

               (D) That, for purposes of determining any liability under
            the Securities Act, each filing of the registrant's annual
            report pursuant to Section 13(a) or Section 15(d) of the
            Exchange Act (and, where applicable, each filing of an employee
            benefit plan's annual report pursuant to Section 15(d) of the
            Exchange Act) that is incorporated by reference in the
            Registration Statement shall be deemed to be a new registration
            statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be
            the initial bona fide offering thereof.

               Insofar as indemnification for liabilities arising under the
            Securities Act may be permitted to directors, officers and
            controlling persons of the registrant pursuant to the foregoing
            provisions, or otherwise, the registrant has been advised that
            in the opinion of the Commission such indemnification is
            against public policy as expressed in the Securities Act and
            is, therefore, unenforceable.  In the event that a claim for
            indemnification against such liabilities (other than the
            payment by the registrant of expenses incurred or paid by a
            director, officer or controlling person of the registrant in
            the successful defense of any action, suit or proceeding) is
            asserted by such director, officer or controlling person in
            connection with the securities being registered, the registrant
            will, unless in the opinion of its counsel the matter has been
            settled by controlling precedent, submit to a court of
            appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in
            the Securities Act and will be governed by the final
            adjudication of such issue.

                                     II-5
POWER OF ATTORNEY

            Each director and/or officer of the registrant whose signature
          appears below hereby appoints the Agents for Service named in
          this registration statement, and each of them severally, as
          his/her attorney-in-fact to sign in his/her name and behalf, in
          any and all capacities stated below, and to file with the
          Securities and Exchange Commission, any and all amendments,
          including post-effective amendments, to this registration
          statement, and the registrant hereby also appoints each such
          Agent for Service as its attorney-in-fact with like authority to
          sign and file any such amendment in its name and behalf.

                                      SIGNATURES

            The Registrant.  Pursuant to the requirements of the Securities
          Act of 1933, the registrant certifies that it has reasonable
          grounds to believe that it meets all of the requirements for
          filing on Form S-8 and has duly caused this registration
          statement to be signed on its behalf by the undersigned,
          thereunto duly authorized, in the City of Bismarck, State of
          North Dakota on the 18th day of February, 1999.

                                               MDU RESOURCES GROUP, INC.

                                              By:/s/ Martin A. White
                                                 -------------------
                                                  Martin A. White
                                                   President and Chief 
                                                   Executive Officer

                                     II-6
Pursuant to the requirements of the Securities Act of 1933,
          this registration statement has been signed by the following
          persons in the capacities and on the dates indicated.

                    Signature               Title               Date
                    ---------               -----               ----

             /s/ Martin A. White       Chief Executive    February 18, 1999
             --------------------      Officer and
             Martin A. White           Director 
             (President and Chief      
             Executive Officer)

             /s/ Douglas C. Kane
             ---------------------     Chief              February 18, 1999
             Douglas C. Kane           Administrative
             (Executive Vice           and Corporate
             President, Chief          Development
             Administrative &          Officer and
             Corporate Development     Director
             Officer)

             /s/ Warren L. Robinson
             ----------------------    Chief Financial    February 18, 1999
             Warren L. Robinson        Officer
             (Vice President,
             Treasurer and Chief
             Financial Officer)

             /s/ Vernon A. Raile
             ---------------------     Chief              February 18, 1999
             Vernon A. Raile (Vice     Accounting
             President, Controller     Officer
             and Chief Accounting
             Officer)
             
             /s/ John A. Schuchart
             ----------------------    Director           February 18, 1999
             John A. Schuchart
             (Chairman of the
             Board)

             ______________________    Director           February 18, 1999
             San W. Orr, Jr. (Vice
             Chairman of the Board)

             /s/ Thomas Everist
             ----------------------    Director           February 18, 1999
             Thomas Everist

             ______________________    Director           February 18, 1999
             Harold J. Mellen, Jr.

             /s/ Richard L. Muus
             ----------------------    Director           February 18, 1999
             Richard L. Muus

             /s/ Robert L. Nance
             -----------------------   Director           February 18, 1999
             Robert L. Nance

             /s/ John L. Olson
             ----------------------    Director           February 18, 1999
             John L. Olson

             ----------------------    Director           February 18, 1999
             Harry J. Pearce

             /s/ Homer A. Scott, Jr.
             ----------------------    Director           February 18, 1999
             Homer A. Scott, Jr.

             /s/ Joseph T. Simmons
             ----------------------    Director           February 18, 1999
             Joseph T. Simmons

             /s/ Sister Thomas Welder
             ------------------------- Director           February 18, 1999
             Sister Thomas Welder,
             O.S.B.

                                     II-7
POWER OF ATTORNEY

            The Plan hereby appoints the Agents for Service named in this
          registration statement, and each of them severally, as its
          attorney-in-fact to sign in its name and behalf and to file with
          the Securities and Exchange Commission, any and all amendments
          including post-effective amendments, to this registration
          statement.

                                      SIGNATURES

            The Plan.  Pursuant to the requirements of the Securities Act
          of 1933, the MDU Resources Group, Inc. 401(k) Retirement Plan
          Committee has duly caused this registration statement to be
          signed on its behalf by the undersigned, thereunto duly
          authorized, in the City of Bismarck, State of North Dakota, on
          the 18th day of February, 1999.

                                 MDU RESOURCES GROUP, INC.
                                 401(k) Retirement Plan

                                 By: /s/ Douglas C. Kane
                                    -------------------------
                                    Douglas C. Kane, Chairman
                                    MDU Resources Group, Inc. 401(k)
                                    Retirement Plan Committee

                                     II-8
EXHIBIT INDEX

            *4(a)      Composite Certificate of Incorporation of the
                       Company, as amended to date, filed as Exhibit 3(a)
                       to the Company's Annual Report on Form 10-K for the
                       year ended December 31, 1994, in File No. 1-3480.

            *4(b)      By-laws of the Company, as amended to date, filed as
                       Exhibit 3(b) to the Company's Quarterly Report on
                       Form 10-Q for the quarter ended September 30, 1998,
                       in File No. 1-3480.

            *4(c)      Rights Agreement, dated as of November 12, 1998,
                       between the Company and Norwest Bank Minnesota,
                       N.A., filed as Exhibit 4.1 to Form 8-A on November
                       12, 1998, in File No. 1-3480.

            *4(d)      Indenture of Mortgage, dated as of May 1, 1939, as
                       restated in the Forty-fifth Supplemental Indenture,
                       dated as of April 21, 1992, between the Company and
                       The New York Trust Company (The Bank of New York,
                       successor Corporate Trustee) and A.C. Downing (W.T.
                       Cunningham, successor Co-Trustee), filed as Exhibit
                       4(a) in Registration No. 33-66682.

            *4(e)      Forty-sixth, Forty-seventh and Forty-eighth
                       Supplements to the Indenture of Mortgage, dated as
                       of May 1, 1939, as restated in the Forty-fifth
                       Supplemental Indenture, dated as of April 21, 1992,
                       between the Company and The New York Trust Company
                       (The Bank of New York, successor Corporate Trustee)
                       and A.C. Downing (W.T. Cunningham, successor Co-
                       Trustee), filed as Exhibits 4(e), 4(f) and 4(g),
                       respectively, in Registration No. 33-53896.

             5(a)      Opinion of Lester H. Loble, II, Esq., General
                       Counsel to the Company.

             5(b)      Opinion of Thelen Reid & Priest LLP, counsel to the
                       Company.

            23(a)      Consent of Arthur Andersen LLP.

            23(b)      Consent of Ralph E. Davis Associates, Inc.

            23(c)      Consent of Weir International Mining Consultants.

            23(d)      Consent of Lester H. Loble, II, Esq. (contained in
                       opinion filed as Exhibit 5(a) hereto).

            23(e)      Consent of Thelen Reid & Priest LLP (contained in
                       opinion filed as Exhibit 5(b) hereto).

            24         Power of Attorney (see signature pages).

          ______________________
          *Incorporated herein by reference as indicated.