As filed with the Securities and Exchange Commission on June 13, 2001
                                                           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)
                  ---------------------------------------------
                             BAUERLY BROTHERS, INC.
                           DEFERRED COMPENSATION PLAN
                            (Full title of the plan)
                  ---------------------------------------------

           Martin A. White                           Warren L. Robinson
       Chairman of the Board,                     Executive Vice President,
President and Chief Executive Officer                   Treasurer and
      MDU Resources Group, Inc.                    Chief Financial Officer
         Schuchart Building                       MDU Resources Group, Inc.
       918 East Divide Avenue                        Schuchart Building
            P.O. Box 5650                           918 East Divide Avenue
  Bismarck, North Dakota 58506-5650                     P.O. Box 5650
           (701) 222-7900                     Bismarck, North Dakota 58506-5650
                                                       (701) 222-7900

(Name, address and telephone number, including area code, of agents for service)
                  ---------------------------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                      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(2)       registration fee
<S>                   <C>                  <C>              <C>                <C>
   Common Stock,      93,750 shares        $34.945          $3,276,094           $820
  $1.00 par value
-------------------- ---------------- ------------------- ------------------ -----------------
  Preference Share    93,750 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 June 8, 2001,
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, 2000,
including those portions of the Annual Report to Stockholders incorporated by
reference therein.

     2. Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.

     3. Current Report on Form 8-K, filed by the Company with the Commission on
April 25, 2001.

     4. 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.

     5. 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 June 11, 2001,
approximately 75,419 shares of Common Stock, including shares that may be
acquired within 60 days pursuant to the exercise of stock options.


                                      II-1

<PAGE>



Item 6.  Indemnification of  Directors and Officers.
------   ------------------------------------------

     The Company's Bylaws include the following provision:

     7.07 Indemnification of Officers, Directors, Employees and Agents;
     Insurance.

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

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

     (c)  To the extent that a present or former director, officer, employee or
          agent of a corporation has been successful on the merits or otherwise
          in defense of any action,

                                      II-2

<PAGE>



          suit or proceeding referred to in subsections (a) and (b), or in
          defense of any claim, issue or matter therein, such person shall be
          indemnified against expenses (including attorneys' fees) actually and
          reasonably incurred by such person in connection therewith.

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

     (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

                                      II-3

<PAGE>



          liability asserted against such person and incurred by such person in
          any such capacity, or arising out of such person's status as such,
          whether or not the Corporation would have the power to indemnify such
          person against such liability under the provisions of this Section.

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

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

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

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


                                      II-4


<PAGE>


Item 8.  Exhibits.
------   --------

     *4(a) Restated Certificate of Incorporation of the Company, as amended to
           date, 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, and
           the Forty-sixth through Forty-ninth Supplements thereto 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; and Exhibits 4(e), 4(f), and 4(g) in Registration No.
           33-53896; and Exhibit 4(c)(i) in Registration 333-49472.

     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 on the cover of 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 12th day
of June, 2001.



                                     MDU RESOURCES GROUP, INC.




                                     By:  /s/ Martin A. White
                                          -------------------------------------
                                          Martin A. White
                                          Chairman of the Board, 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                 Chairman of the Board, Chief   June 12, 2001
---------------------------------    Executive Officer and
Martin A. White                            Director
(Chairman of the Board, President
and Chief Executive Officer)


                                      II-8

<PAGE>



          Signature                          Title                     Date
/s/ Douglas C. Kane                  Chief Administrative and     June 12, 2001
--------------------------------
Douglas C. Kane                        Corporate Development
(Executive Vice President, Chief       Officer and Director
Administrative and Corporate
Development Officer)

/s/ Warren L. Robinson                Chief Financial Officer     June 12, 2001
--------------------------------
Warren L. Robinson
(Executive Vice President,
Treasurer and Chief Financial
Officer)

/s/ Vernon A. Raile                  Chief Accounting Officer     June 12, 2001
--------------------------------
Vernon A. Raile
(Vice President, Controller and
Chief Accounting Officer)

/s/ Bruce Albertson                          Director             June 12, 2001
--------------------------------
Bruce Albertson

/s/ Thomas Everist                           Director             June 12, 2001
--------------------------------
Thomas Everist

/s/ Dennis W. Johnson                        Director             June 12, 2001
--------------------------------
Dennis W. Johnson

/s/ Robert L. Nance                          Director             June 12, 2001
--------------------------------
Robert L. Nance

/s/ John L. Olson                            Director             June 12, 2001
--------------------------------
John L. Olson

/s/ Harry J. Pearce                          Director             June 12, 2001
--------------------------------
Harry J. Pearce


                                      II-9

<PAGE>



          Signature                          Title                     Date
/s/ Homer A. Scott, Jr.                      Director             June 12, 2001
--------------------------------
Homer A. Scott, Jr.

/s/ Joseph T. Simmons                        Director             June 12, 2001
--------------------------------
Joseph T. Simmons

/s/ Sister Thomas Welder, O.S.B.             Director             June 12, 2001
--------------------------------
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, and the Forty-sixth
                        through Forty-ninth Supplements thereto 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; and Exhibits 4(e), 4(f), and 4(g) in Registration
                        No. 33-53896; and Exhibit 4(c)(i) in Registration 333-
                        49472.

           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).

<PAGE>
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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": "333-62900", "film-number": "1660029"}, "business-address": {"street1": "918 EAST DIVIDE AVENUE", "city": "BISMARCK", "state": "ND", "zip": "58506-5650", "phone": "7012227900"}, "mail-address": {"street1": "918 EAST DIVIDE AVENUE", "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 June 13, 2001
                                                           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)
                  ---------------------------------------------
                             BAUERLY BROTHERS, INC.
                           DEFERRED COMPENSATION PLAN
                            (Full title of the plan)
                  ---------------------------------------------

           Martin A. White                           Warren L. Robinson
       Chairman of the Board,                     Executive Vice President,
President and Chief Executive Officer                   Treasurer and
      MDU Resources Group, Inc.                    Chief Financial Officer
         Schuchart Building                       MDU Resources Group, Inc.
       918 East Divide Avenue                        Schuchart Building
            P.O. Box 5650                           918 East Divide Avenue
  Bismarck, North Dakota 58506-5650                     P.O. Box 5650
           (701) 222-7900                     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(2)       registration fee
Common Stock,      93,750 shares        $34.945          $3,276,094           $820
  $1.00 par value
-------------------- ---------------- ------------------- ------------------ -----------------
  Preference Share    93,750 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 June 8, 2001,
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, 2000,
including those portions of the Annual Report to Stockholders incorporated by
reference therein.

     2. Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.

     3. Current Report on Form 8-K, filed by the Company with the Commission on
April 25, 2001.

     4. 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.

     5. 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 June 11, 2001,
approximately 75,419 shares of Common Stock, including shares that may be
acquired within 60 days pursuant to the exercise of stock options.

                                      II-1
Item 6.  Indemnification of  Directors and Officers.
------   ------------------------------------------

     The Company's Bylaws include the following provision:

     7.07 Indemnification of Officers, Directors, Employees and Agents;
     Insurance.

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

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

     (c)  To the extent that a present or former director, officer, employee or
          agent of a corporation has been successful on the merits or otherwise
          in defense of any action,

                                      II-2
suit or proceeding referred to in subsections (a) and (b), or in
          defense of any claim, issue or matter therein, such person shall be
          indemnified against expenses (including attorneys' fees) actually and
          reasonably incurred by such person in connection therewith.

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

     (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

                                      II-3
liability asserted against such person and incurred by such person in
          any such capacity, or arising out of such person's status as such,
          whether or not the Corporation would have the power to indemnify such
          person against such liability under the provisions of this Section.

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

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

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

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

                                      II-4
Item 8.  Exhibits.
------   --------

     *4(a) Restated Certificate of Incorporation of the Company, as amended to
           date, 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, and
           the Forty-sixth through Forty-ninth Supplements thereto 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; and Exhibits 4(e), 4(f), and 4(g) in Registration No.
           33-53896; and Exhibit 4(c)(i) in Registration 333-49472.

     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 on the cover of 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 12th day
of June, 2001.

                                     MDU RESOURCES GROUP, INC.

                                     By:  /s/ Martin A. White
                                          -------------------------------------
                                          Martin A. White
                                          Chairman of the Board, 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                 Chairman of the Board, Chief   June 12, 2001
---------------------------------    Executive Officer and
Martin A. White                            Director
(Chairman of the Board, President
and Chief Executive Officer)

                                      II-8
Signature                          Title                     Date
/s/ Douglas C. Kane                  Chief Administrative and     June 12, 2001
--------------------------------
Douglas C. Kane                        Corporate Development
(Executive Vice President, Chief       Officer and Director
Administrative and Corporate
Development Officer)

/s/ Warren L. Robinson                Chief Financial Officer     June 12, 2001
--------------------------------
Warren L. Robinson
(Executive Vice President,
Treasurer and Chief Financial
Officer)

/s/ Vernon A. Raile                  Chief Accounting Officer     June 12, 2001
--------------------------------
Vernon A. Raile
(Vice President, Controller and
Chief Accounting Officer)

/s/ Bruce Albertson                          Director             June 12, 2001
--------------------------------
Bruce Albertson

/s/ Thomas Everist                           Director             June 12, 2001
--------------------------------
Thomas Everist

/s/ Dennis W. Johnson                        Director             June 12, 2001
--------------------------------
Dennis W. Johnson

/s/ Robert L. Nance                          Director             June 12, 2001
--------------------------------
Robert L. Nance

/s/ John L. Olson                            Director             June 12, 2001
--------------------------------
John L. Olson

/s/ Harry J. Pearce                          Director             June 12, 2001
--------------------------------
Harry J. Pearce

                                      II-9
Signature                          Title                     Date
/s/ Homer A. Scott, Jr.                      Director             June 12, 2001
--------------------------------
Homer A. Scott, Jr.

/s/ Joseph T. Simmons                        Director             June 12, 2001
--------------------------------
Joseph T. Simmons

/s/ Sister Thomas Welder, O.S.B.             Director             June 12, 2001
--------------------------------
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, and the Forty-sixth
                        through Forty-ninth Supplements thereto 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; and Exhibits 4(e), 4(f), and 4(g) in Registration
                        No. 33-53896; and Exhibit 4(c)(i) in Registration 333-
                        49472.

           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).