As filed with the Securities and Exchange Commission on March 24, 2000
                                                       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                                            No. 41-0423660
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                               Schuchart Building
                             918 East Divide Avenue
                                  P.O. Box 5650
                        Bismarck, North Dakota 58506-5650
          (Address of principal executive offices, including zip code)

                         ------------------------------

                            MDU RESOURCES GROUP, INC.
                           NON-EMPLOYEE DIRECTOR STOCK
                                COMPENSATION PLAN
                            (Full title of the plan)

                         ------------------------------

                                 Martin A. White
                      President and Chief Executive Officer
                            MDU Resources Group, Inc.
                               Schuchart Building
                             918 East Divide Avenue
                                  P.O. Box 5650
                        Bismarck, North Dakota 58506-5650
                                 (701) 222-7900

                                 Douglas C. Kane
                            Executive Vice President,
                            Chief Administrative and
                          Corporate Development Officer
                            MDU Resources Group, Inc.
                               Schuchart Building
                             918 East Divide Avenue
                                  P.O. Box 5650
                        Bismarck, North Dakota 58506-5650
                                 (701) 222-7900
                         ------------------------------
(Name, address and telephone number, including area code, of agents for service)

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                    Proposed maximum        Proposed maximum
  Title of securities         Amount to be           offering price        aggregate offering           Amount of
    to be registered          registered(1)           per share(2)              price(3)             registration fee
---------------------------------------------------------------------------------------------------------------------
<S>                           <C>                        <C>                   <C>                        <C>
    Common Stock,             81,406 shares              $18.875               $1,536,538                 $406
    $1.00 par value
---------------------------------------------------------------------------------------------------------------------
    Preference Share          81,406 rights                --                      --                     -- (3)
    Purchase Rights
=====================================================================================================================
</TABLE>

(1) In addition,  pursuant to Rule 416(a) under the Securities Act of 1933, this
registration  statement also covers any  additional  securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.

(2) Determined on the basis of the average of the high and low sale price of the
common stock as reported in the consolidated  reporting system on March 20, 2000
solely for the purpose of  calculating  the  registration  fee  pursuant to Rule
457(h) under the Securities Act of 1933.

(3) 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 rights, if any, is reflected in the
market price of the common stock.

================================================================================

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents,  which MDU Resources Group,  Inc. (the "Company")
has filed with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  are hereby  incorporated
by reference in this registration statement:

     1.  Annual  Report  on Form  10-K for the year  ended  December  31,  1999,
including  those portions of the Annual Report to  Stockholders  incorporated by
reference therein.

     2.  Description  of the Company's  common stock  contained in the Company's
registration  statement on Form 8-A/A,  dated March 23, 2000, and any amendments
thereto.

     3. Description of the Company's  preference share purchase rights contained
in the  registration  statement  on Form  8-A/A,  dated  March 23,  2000 and any
amendments thereto.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of 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 part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this registration statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or 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 5.  Interests of Named Experts and Counsel.

     Lester H. Loble,  II, Vice President,  General Counsel and Secretary of the
Company,  whose  opinion with respect to the common stock and rights is filed as
Exhibit 5(a) hereto,  is an officer of the Company and owns,  as of December 31,
1999,  approximately 48,831 shares of Common Stock, including shares that may be
acquired within 60 days pursuant to the exercise of stock options.

Item 6.  Indemnification of  Directors and Officers.

     The Company's Bylaws include the following provision:

                                      II-1
<PAGE>

     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.

                                      II-2
<PAGE>

     (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.

     (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.

                                      II-3
<PAGE>

     (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 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)     Restated  Certificate of Incorporation  of the Company,  filed as
               Exhibit 3(a) to the Company's  Quarterly  Report on Form 10-Q for
               the quarter ended June 30, 1999, 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.

----------
*Incorporated herein by reference as indicated.

                                      II-4
<PAGE>

     *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
               (Douglas J.  MacInnes,  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
               (Douglas J. MacInnes,  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 LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel to the
               Company.

     23(a)     Consent of Arthur Andersen LLP.

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

     23(c)     Consent of LeBoeuf,  Lamb, Greene & MacRae, L.L.P.  (contained in
               opinion filed as Exhibit 5(b) hereto).

     24        Power of Attorney (see signature pages).

----------
*Incorporated herein by reference as indicated.

                                      II-5
<PAGE>

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1) 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 of 1933;

     (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  end 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 a 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 paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports  filed with or furnished  to the  Securities  and
Exchange Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities  Exchange Act of 1934, that are  incorporated by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  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.

     (3) 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.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to section
13(a) or  section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the

                                      II-6
<PAGE>

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
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant  to  the  provisions  described  under  Item  6  above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the 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 Act and will
be governed by the final adjudication of such issue.

                                      II-7
<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 attorney- in-fact to sign in his
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
the authority to sign and file any such amendments 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 23rd day
of March, 2000.

                                       MDU RESOURCES GROUP, INC.


                                       By: /s/ Martin A. White
                                           -----------------------------
                                           Martin A. White
                                           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 date indicated.

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

/s/ Martin A. White               Chief Executive Officer and     March 23, 2000
--------------------------------    Director
Martin A. White
(President and Chief
Executive Officer)

/s/ Douglas C. Kane                Chief Administrative and       March 23, 2000
--------------------------------     Corporate Development
Douglas C. Kane                      Officer and Director
(Executive Vice President, Chief
Administrative and Corporate
Development Officer)

                                      II-8
<PAGE>

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

/s/ Warren L. Robinson             Chief Financial Officer        March 23, 2000
--------------------------------
Warren L. Robinson
(Executive Vice President,
Treasurer and Chief Financial
Officer)

/s/ Vernon A. Raile                Chief Accounting Officer       March 23, 2000
--------------------------------
Vernon A. Raile
(Vice President, Controller and
Chief Accounting Officer)

/s/ John A. Schuchart                      Director               March 23, 2000
--------------------------------
John A. Schuchart
(Chairman of the Board)

/s/ San W. Orr, Jr.                        Director               March 23, 2000
--------------------------------
San W. Orr, Jr.
(Vice Chairman of the Board)

/s/ Thomas Everist                         Director               March 23, 2000
--------------------------------
Thomas Everist

/s/ Richard L. Muus                        Director               March 23, 2000
--------------------------------
Richard L. Muus

/s/ Robert L. Nance                        Director               March 23, 2000
--------------------------------
Robert L. Nance

/s/ John L. Olson                          Director               March 23, 2000
--------------------------------
John L. Olson

/s/ Harry J. Pearce                        Director               March 23, 2000
--------------------------------
Harry J. Pearce

                                      II-9
<PAGE>

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

/s/ Homer A. Scott, Jr.                    Director               March 23, 2000
--------------------------------
Homer A. Scott, Jr.

/s/ Joseph T. Simmons                      Director               March 23, 2000
--------------------------------
Joseph T. Simmons

/s/ Sister Thomas Welder, O.S.B.           Director               March 23, 2000
--------------------------------
Sister Thomas Welder, O.S.B.

                                      II-10
<PAGE>

                                  EXHIBIT INDEX

      *4(a)            Restated Certificate of Incorporation of the Company,
                       filed as Exhibit 3(a) to the Company's Quarterly Report
                       on Form 10-Q for the quarter ended June 30, 1999, 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
                       (Douglas J. MacInnes, 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 (Douglas J. MacInnes, 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 LeBoeuf, Lamb, Greene & MacRae, L.L.P.,
                       counsel to the Company.

      23(a)            Consent of Arthur Andersen LLP.

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

<PAGE>

      23(c)            Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                       (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": 32513}]
{"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": "333-33186", "film-number": "577103"}, "business-address": {"street1": "SCHUCHART BUILDING", "street2": "918 EAST DIVIDE AVENUE", "city": "BISMARCK", "state": "ND", "zip": "58501", "phone": "7012227900"}, "mail-address": {"street1": "SCHUCHART BUILDING", "street2": "918 EAST DIVIDE AVENUE, P.O. BOX 5650", "city": "BISMARCK", "state": "ND", "zip": "58506-5650"}, "former-company": {"former-conformed-name": "MONTANA DAKOTA UTILITIES CO", "date-changed": "19850429"}}
As filed with the Securities and Exchange Commission on March 24, 2000
                                                       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                                            No. 41-0423660
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                               Schuchart Building
                             918 East Divide Avenue
                                  P.O. Box 5650
                        Bismarck, North Dakota 58506-5650
          (Address of principal executive offices, including zip code)

                         ------------------------------

                            MDU RESOURCES GROUP, INC.
                           NON-EMPLOYEE DIRECTOR STOCK
                                COMPENSATION PLAN
                            (Full title of the plan)

                         ------------------------------

                                 Martin A. White
                      President and Chief Executive Officer
                            MDU Resources Group, Inc.
                               Schuchart Building
                             918 East Divide Avenue
                                  P.O. Box 5650
                        Bismarck, North Dakota 58506-5650
                                 (701) 222-7900

                                 Douglas C. Kane
                            Executive Vice President,
                            Chief Administrative and
                          Corporate Development Officer
                            MDU Resources Group, Inc.
                               Schuchart Building
                             918 East Divide Avenue
                                  P.O. Box 5650
                        Bismarck, North Dakota 58506-5650
                                 (701) 222-7900
                         ------------------------------
(Name, address and telephone number, including area code, of agents for service)
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                    Proposed maximum        Proposed maximum
  Title of securities         Amount to be           offering price        aggregate offering           Amount of
    to be registered          registered(1)           per share(2)              price(3)             registration fee
---------------------------------------------------------------------------------------------------------------------
Common Stock,             81,406 shares              $18.875               $1,536,538                 $406
    $1.00 par value
---------------------------------------------------------------------------------------------------------------------
    Preference Share          81,406 rights                --                      --                     -- (3)
    Purchase Rights
=====================================================================================================================
(1) In addition,  pursuant to Rule 416(a) under the Securities Act of 1933, this
registration  statement also covers any  additional  securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.

(2) Determined on the basis of the average of the high and low sale price of the
common stock as reported in the consolidated  reporting system on March 20, 2000
solely for the purpose of  calculating  the  registration  fee  pursuant to Rule
457(h) under the Securities Act of 1933.

(3) 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 rights, if any, is reflected in the
market price of the common stock.

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents,  which MDU Resources Group,  Inc. (the "Company")
has filed with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  are hereby  incorporated
by reference in this registration statement:

     1.  Annual  Report  on Form  10-K for the year  ended  December  31,  1999,
including  those portions of the Annual Report to  Stockholders  incorporated by
reference therein.

     2.  Description  of the Company's  common stock  contained in the Company's
registration  statement on Form 8-A/A,  dated March 23, 2000, and any amendments
thereto.

     3. Description of the Company's  preference share purchase rights contained
in the  registration  statement  on Form  8-A/A,  dated  March 23,  2000 and any
amendments thereto.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of 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 part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this registration statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or 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 5.  Interests of Named Experts and Counsel.

     Lester H. Loble,  II, Vice President,  General Counsel and Secretary of the
Company,  whose  opinion with respect to the common stock and rights is filed as
Exhibit 5(a) hereto,  is an officer of the Company and owns,  as of December 31,
1999,  approximately 48,831 shares of Common Stock, including shares that may be
acquired within 60 days pursuant to the exercise of stock options.

Item 6.  Indemnification of  Directors and Officers.

     The Company's Bylaws include the following provision:

                                      II-1
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.

                                      II-2
(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.

     (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.

                                      II-3
(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 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)     Restated  Certificate of Incorporation  of the Company,  filed as
               Exhibit 3(a) to the Company's  Quarterly  Report on Form 10-Q for
               the quarter ended June 30, 1999, 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.

----------
*Incorporated herein by reference as indicated.

                                      II-4
*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
               (Douglas J.  MacInnes,  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
               (Douglas J. MacInnes,  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 LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel to the
               Company.

     23(a)     Consent of Arthur Andersen LLP.

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

     23(c)     Consent of LeBoeuf,  Lamb, Greene & MacRae, L.L.P.  (contained in
               opinion filed as Exhibit 5(b) hereto).

     24        Power of Attorney (see signature pages).

----------
*Incorporated herein by reference as indicated.

                                      II-5
Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1) 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 of 1933;

     (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  end 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 a 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 paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports  filed with or furnished  to the  Securities  and
Exchange Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities  Exchange Act of 1934, that are  incorporated by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  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.

     (3) 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.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to section
13(a) or  section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the

                                      II-6
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
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant  to  the  provisions  described  under  Item  6  above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the 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 Act and will
be governed by the final adjudication of such issue.

                                      II-7
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 attorney- in-fact to sign in his
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
the authority to sign and file any such amendments 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 23rd day
of March, 2000.

                                       MDU RESOURCES GROUP, INC.

                                       By: /s/ Martin A. White
                                           -----------------------------
                                           Martin A. White
                                           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 date indicated.

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

/s/ Martin A. White               Chief Executive Officer and     March 23, 2000
--------------------------------    Director
Martin A. White
(President and Chief
Executive Officer)

/s/ Douglas C. Kane                Chief Administrative and       March 23, 2000
--------------------------------     Corporate Development
Douglas C. Kane                      Officer and Director
(Executive Vice President, Chief
Administrative and Corporate
Development Officer)

                                      II-8
Signature                               Title                     Date
     ---------                               -----                     ----

/s/ Warren L. Robinson             Chief Financial Officer        March 23, 2000
--------------------------------
Warren L. Robinson
(Executive Vice President,
Treasurer and Chief Financial
Officer)

/s/ Vernon A. Raile                Chief Accounting Officer       March 23, 2000
--------------------------------
Vernon A. Raile
(Vice President, Controller and
Chief Accounting Officer)

/s/ John A. Schuchart                      Director               March 23, 2000
--------------------------------
John A. Schuchart
(Chairman of the Board)

/s/ San W. Orr, Jr.                        Director               March 23, 2000
--------------------------------
San W. Orr, Jr.
(Vice Chairman of the Board)

/s/ Thomas Everist                         Director               March 23, 2000
--------------------------------
Thomas Everist

/s/ Richard L. Muus                        Director               March 23, 2000
--------------------------------
Richard L. Muus

/s/ Robert L. Nance                        Director               March 23, 2000
--------------------------------
Robert L. Nance

/s/ John L. Olson                          Director               March 23, 2000
--------------------------------
John L. Olson

/s/ Harry J. Pearce                        Director               March 23, 2000
--------------------------------
Harry J. Pearce

                                      II-9
Signature                               Title                     Date
     ---------                               -----                     ----

/s/ Homer A. Scott, Jr.                    Director               March 23, 2000
--------------------------------
Homer A. Scott, Jr.

/s/ Joseph T. Simmons                      Director               March 23, 2000
--------------------------------
Joseph T. Simmons

/s/ Sister Thomas Welder, O.S.B.           Director               March 23, 2000
--------------------------------
Sister Thomas Welder, O.S.B.

                                      II-10
EXHIBIT INDEX

      *4(a)            Restated Certificate of Incorporation of the Company,
                       filed as Exhibit 3(a) to the Company's Quarterly Report
                       on Form 10-Q for the quarter ended June 30, 1999, 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
                       (Douglas J. MacInnes, 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 (Douglas J. MacInnes, 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 LeBoeuf, Lamb, Greene & MacRae, L.L.P.,
                       counsel to the Company.

      23(a)            Consent of Arthur Andersen LLP.

      23(b)            Consent of Lester H. Loble, II, Esq. (contained in
                       opinion filed as Exhibit 5(a) hereto).
23(c)            Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                       (contained in opinion filed as Exhibit 5(b) hereto).

      24               Power of Attorney (see signature pages).

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*Incorporated herein by reference as indicated.