AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1996
                                                     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.)


                               400 North Fourth Street
                            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.
                          TAX DEFERRED COMPENSATION SAVINGS PLAN
                               (Full title of the plan)



       HAROLD J. MELLEN, JR.      WARREN L. ROBINSON       RICHARD M. FARMER
        President and Chief        Vice President,         Reid & Priest LLP
         Executive Officer            Treasurer           40 West 57th Street
        MDU Resources Group,     and Chief Financial       New York, New York
                Inc.                   Officer                   10019
      400 North Fourth Street    MDU Resources Group,        (212) 603-2000
      Bismarck, North Dakota             Inc.
               58501           400 North Fourth Street
           (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
     =========================================================================
                                  Amount    Proposed    Proposed
                                  to be     maximum     maximum      Amount of
              Title of            regis-    offering   aggregate      regis-
          securities to be        tered      price      offering      tration
             registered           (1)(2)   per share     price          fee
     -------------------------------------------------------------------------
      Common Stock, $3.33 par    700,000    $20.94    $14,658,000     $5,055
      value                       shares      (3)         (3)
     -------------------------------------------------------------------------
      Preference Share           700,000       --          --         -- (4)
      Purchase Rights             rights
     =========================================================================

     (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) In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
          as amended, this registration statement also covers such
          indeterminable number of additional shares of common stock as may
          become deliverable as a result of stock splits, stock dividends or
          similar transactions in accordance with the provisions of the Plan.
     (3)  Based on the average of the high and the low prices of the Company's
          common stock on the composite tape on June 13, 1996, pursuant to
          Rule 457(c).
     (4)  Since no separate consideration is paid for the Preference Share
          Purchase Rights (Rights), the registration fee for such securities is
          included in the fee for the Common Stock.  The value attributable to
          the Rights, if any, is reflected in the market price of the Common
          Stock.

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

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

            This Registration Statement on Form S-8 is prepared pursuant to
     General Instruction E to Form S-8.

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The document listed below is 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. Tax
     Deferred Compensation Savings 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 Registration Statement on Form S-8 (Registration
                 No. 33-53896), as filed by the Company with the Commission on
                 October 29, 1992, pursuant to the Securities Act of 1933, as
                 amended (the "Securities Act"), registering 500,000 shares of
                 the Company's Common Stock, $5.00 par value and 500,000
                 Preference Share Purchase Rights under the Plan, as such
                 Registration Statement was amended by Post-Effective Amendment
                 No. 1 filed by the Company with the Commission on October 13,
                 1995, pursuant to the Securities Act, reflecting a three-for-
                 two split of the Company's Common Stock effective October 13,
                 1995.

            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.

     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 Annual Report on Form 10-K for the
                   year ended December 31, 1994, in File No. 1-3480.

            *4(c)  Rights Agreement, dated as of November 3, 1988, between the
                   Company and Norwest Bank Minnesota, N.A., Rights Agent,
                   filed as Exhibit 4(c) in Registration No. 33-66682.

            *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, and the Forty-sixth through Forty-eighth
                   Supplements thereto 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
                   and Exhibits 4(e), 4(f) and 4(g) in Registration No. 33-
                   53896.

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

             5(b)  Opinion of 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 Reid & Priest LLP (contained in opinion filed as
                   Exhibit 5(b) hereto).

            24     Powers of Attorney (see signature pages).

       ______________________
       *Incorporated herein by reference as indicated.

        The undersigned registrant has submitted the Plan and has submitted,
     or will submit, any amendments thereto to the Internal Revenue Service (the
     "IRS") 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.


     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.

            <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 14th day of June, 1996.

                                          MDU RESOURCES GROUP, INC.


                                          By:  /s/ Harold J. Mellen, Jr.   
                                             ------------------------------
                                            Harold J. Mellen, Jr.
                                            President and Chief Executive
                                            Officer

     <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/ Harold J. Mellen, Jr.    Chief Executive Officer       June 14, 1996
        ------------------------     and Director
        Harold J. Mellen, Jr.

        /s/ Douglas C. Kane          Chief Operating Officer       June 14, 1996
        ------------------------     and Director
        Douglas C. Kane

        /s/ Warren L. Robinson       Chief Financial Officer       June 14, 1996
        ------------------------
        Warren L. Robinson

        /s/ Vernon A. Raile          Chief Accounting Officer      June 14, 1996
        ------------------------
        Vernon A. Raile                                                

        /s/ John A. Schuchart        Director                      June 14, 1996
        ------------------------
        John A. Schuchart
        (Chairman of the Board)

        /s/ San W. Orr, Jr.          Director                      June 14, 1996
        ------------------------
        San W. Orr, Jr.
        (Vice Chairman of the
        Board)

        /s/ Thomas Everist           Director                      June 14, 1996
        ------------------------
        Thomas Everist
                                           

        /s/ Richard L. Muus          Director                      June 14, 1996
        ------------------------
        Richard L. Muus


        /s/ Robert L. Nance          Director                      June 14, 1996
        ------------------------
        Robert L. Nance


        /s/ John L. Olson            Director                      June 14, 1996
        ------------------------
        John L. Olson


        /s/ Homer A. Scott, Jr.      Director                      June 14, 1996
        ------------------------
        Homer A. Scott, Jr.


        /s/ Joseph T. Simmons        Director                      June 14, 1996
        ------------------------
        Joseph T. Simmons


        /s/ Sister Thomas Welder     Director                      June 14, 1996
        ------------------------
        Sister Thomas Welder,
          O.S.B.


     <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. Tax Deferred Compensation Savings 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 14th day of June, 1996. 


                            MDU RESOURCES GROUP, INC.
                            Tax Deferred Compensation Savings Plan


                            By: /s/ Douglas C. Kane
                              -------------------------------------------------
                              Douglas C. Kane, Chairman
                              MDU Resources Group, Inc. Tax Deferred
                                 Compensation 
                                Savings Plan Committee
       
       <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 Annual Report on Form 10-K for the year
                  ended December 31, 1994, in File No. 1-3480.

       *4(c)      Rights Agreement, dated as of November 3, 1988, between the
                  Company and Norwest Bank Minnesota, N.A., Rights Agent, filed
                  as Exhibit 4(c) in Registration No. 33-66682.

       *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, and the Forty-sixth through Forty-eighth Supplements
                  thereto 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 and Exhibits 4(e),
                  4(f) and 4(g) in Registration No. 33-53896.

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

        5(b)      Opinion of 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 Reid & Priest LLP (contained in opinion filed as
                  Exhibit 5(b) hereto).

       24         Powers of Attorney (see signature pages).

     ______________________
     *Incorporated herein by reference as indicated.
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{"company-data": {"conformed-name": "MDU RESOURCES GROUP INC", "cik": "0000067716", "assigned-sic": "4932", "irs-number": "410423660", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06105", "film-number": "96581842"}, "business-address": {"street1": "400 N FOURTH ST", "city": "BISMARCK", "state": "ND", "zip": "58501", "phone": "7012227900"}, "mail-address": {"street1": "400 NORTH FOURTH ST", "city": "BISMARCK", "state": "ND", "zip": "58501"}, "former-company": {"former-conformed-name": "MONTANA DAKOTA UTILITIES CO", "date-changed": "19850429"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1996
                                                     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.)

                               400 North Fourth Street
                            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.
                          TAX DEFERRED COMPENSATION SAVINGS PLAN
                               (Full title of the plan)

       HAROLD J. MELLEN, JR.      WARREN L. ROBINSON       RICHARD M. FARMER
        President and Chief        Vice President,         Reid & Priest LLP
         Executive Officer            Treasurer           40 West 57th Street
        MDU Resources Group,     and Chief Financial       New York, New York
                Inc.                   Officer                   10019
      400 North Fourth Street    MDU Resources Group,        (212) 603-2000
      Bismarck, North Dakota             Inc.
               58501           400 North Fourth Street
           (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
     =========================================================================
                                  Amount    Proposed    Proposed
                                  to be     maximum     maximum      Amount of
              Title of            regis-    offering   aggregate      regis-
          securities to be        tered      price      offering      tration
             registered           (1)(2)   per share     price          fee
     -------------------------------------------------------------------------
      Common Stock, $3.33 par    700,000    $20.94    $14,658,000     $5,055
      value                       shares      (3)         (3)
     -------------------------------------------------------------------------
      Preference Share           700,000       --          --         -- (4)
      Purchase Rights             rights
     =========================================================================

     (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) In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
          as amended, this registration statement also covers such
          indeterminable number of additional shares of common stock as may
          become deliverable as a result of stock splits, stock dividends or
          similar transactions in accordance with the provisions of the Plan.
     (3)  Based on the average of the high and the low prices of the Company's
          common stock on the composite tape on June 13, 1996, pursuant to
          Rule 457(c).
     (4)  Since no separate consideration is paid for the Preference Share
          Purchase Rights (Rights), the registration fee for such securities is
          included in the fee for the Common Stock.  The value attributable to
          the Rights, if any, is reflected in the market price of the Common
          Stock.

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

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

            This Registration Statement on Form S-8 is prepared pursuant to
     General Instruction E to Form S-8.

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The document listed below is 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. Tax
     Deferred Compensation Savings 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 Registration Statement on Form S-8 (Registration
                 No. 33-53896), as filed by the Company with the Commission on
                 October 29, 1992, pursuant to the Securities Act of 1933, as
                 amended (the "Securities Act"), registering 500,000 shares of
                 the Company's Common Stock, $5.00 par value and 500,000
                 Preference Share Purchase Rights under the Plan, as such
                 Registration Statement was amended by Post-Effective Amendment
                 No. 1 filed by the Company with the Commission on October 13,
                 1995, pursuant to the Securities Act, reflecting a three-for-
                 two split of the Company's Common Stock effective October 13,
                 1995.

            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.

     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 Annual Report on Form 10-K for the
                   year ended December 31, 1994, in File No. 1-3480.

            *4(c)  Rights Agreement, dated as of November 3, 1988, between the
                   Company and Norwest Bank Minnesota, N.A., Rights Agent,
                   filed as Exhibit 4(c) in Registration No. 33-66682.

            *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, and the Forty-sixth through Forty-eighth
                   Supplements thereto 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
                   and Exhibits 4(e), 4(f) and 4(g) in Registration No. 33-
                   53896.

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

             5(b)  Opinion of 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 Reid & Priest LLP (contained in opinion filed as
                   Exhibit 5(b) hereto).

            24     Powers of Attorney (see signature pages).

       ______________________
       *Incorporated herein by reference as indicated.

        The undersigned registrant has submitted the Plan and has submitted,
     or will submit, any amendments thereto to the Internal Revenue Service (the
     "IRS") 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.

     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.
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 14th day of June, 1996.

                                          MDU RESOURCES GROUP, INC.

                                          By:  /s/ Harold J. Mellen, Jr.   
                                             ------------------------------
                                            Harold J. Mellen, Jr.
                                            President and Chief Executive
                                            Officer
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/ Harold J. Mellen, Jr.    Chief Executive Officer       June 14, 1996
        ------------------------     and Director
        Harold J. Mellen, Jr.

        /s/ Douglas C. Kane          Chief Operating Officer       June 14, 1996
        ------------------------     and Director
        Douglas C. Kane

        /s/ Warren L. Robinson       Chief Financial Officer       June 14, 1996
        ------------------------
        Warren L. Robinson

        /s/ Vernon A. Raile          Chief Accounting Officer      June 14, 1996
        ------------------------
        Vernon A. Raile                                                

        /s/ John A. Schuchart        Director                      June 14, 1996
        ------------------------
        John A. Schuchart
        (Chairman of the Board)

        /s/ San W. Orr, Jr.          Director                      June 14, 1996
        ------------------------
        San W. Orr, Jr.
        (Vice Chairman of the
        Board)

        /s/ Thomas Everist           Director                      June 14, 1996
        ------------------------
        Thomas Everist
                                           

        /s/ Richard L. Muus          Director                      June 14, 1996
        ------------------------
        Richard L. Muus

        /s/ Robert L. Nance          Director                      June 14, 1996
        ------------------------
        Robert L. Nance

        /s/ John L. Olson            Director                      June 14, 1996
        ------------------------
        John L. Olson

        /s/ Homer A. Scott, Jr.      Director                      June 14, 1996
        ------------------------
        Homer A. Scott, Jr.

        /s/ Joseph T. Simmons        Director                      June 14, 1996
        ------------------------
        Joseph T. Simmons

        /s/ Sister Thomas Welder     Director                      June 14, 1996
        ------------------------
        Sister Thomas Welder,
          O.S.B.
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. Tax Deferred Compensation Savings 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 14th day of June, 1996. 

                            MDU RESOURCES GROUP, INC.
                            Tax Deferred Compensation Savings Plan

                            By: /s/ Douglas C. Kane
                              -------------------------------------------------
                              Douglas C. Kane, Chairman
                              MDU Resources Group, Inc. Tax Deferred
                                 Compensation 
                                Savings Plan Committee
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 Annual Report on Form 10-K for the year
                  ended December 31, 1994, in File No. 1-3480.

       *4(c)      Rights Agreement, dated as of November 3, 1988, between the
                  Company and Norwest Bank Minnesota, N.A., Rights Agent, filed
                  as Exhibit 4(c) in Registration No. 33-66682.

       *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, and the Forty-sixth through Forty-eighth Supplements
                  thereto 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 and Exhibits 4(e),
                  4(f) and 4(g) in Registration No. 33-53896.

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

        5(b)      Opinion of 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 Reid & Priest LLP (contained in opinion filed as
                  Exhibit 5(b) hereto).

       24         Powers of Attorney (see signature pages).

     ______________________
     *Incorporated herein by reference as indicated.