Mdu Resources Group Inc · S-8 POS · On 2/18/99

Filed On 2/18/99   ·   SEC File 333-06103   ·   Accession Number 950120-99-67

Post-Effective Amendment of an S-8   ·   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment No. 2 to S-8                  5     23K 
 2: EX-23       Exhibit 23(A)                                          1      6K 
 3: EX-23       Exhibit 23(B)                                          1      5K 
 4: EX-23       Exhibit 23(C)                                          1      5K 

S-8 POS   ·   Post-Effective Amendment No. 2 to S-8
Document Table of Contents

S-8 POS
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 As  filed with  the  Securities and  Exchange Commission on February 18, 1999

                                            REGISTRATION NO. 333-06103
     =========================================================================

      SECURITIES AND EXCHANGE COMMISSION
      WASHINGTON, D.C. 20549

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

      POST-EFFECTIVE AMENDMENT NO. 2
      TO
      FORM S-8

      REGISTRATION STATEMENT
     UNDER
      THE SECURITIES ACT OF 1933

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

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

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

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

     MDU RESOURCES GROUP, INC.
      TAX DEFERRED COMPENSATION SAVINGS PLAN FOR
      COLLECTIVE BARGAINING UNIT EMPLOYEES
      (Full title of the plan)

        MARTIN A. WHITE      WARREN L. ROBINSON  THOMAS J. IGOE, JR.
   President and Chief     Vice President,       Thelen Reid &
  Executive Officer         Treasurer           Priest LLP
      MDU Resources Group,       and Chief       40 West 57th Street
             Inc.           Financial Officer   New York, New York
Schuchart Building      MDU Resources            10019
     918 East Divide         Group, Inc.        (212) 603-2240
Avenue          Schuchart Building        
P.O. Box 5650        918 East Divide              
Bismarck, North            Avenue                   
Dakota 58506-5650       P.O. Box 5650                 
(701) 222-7900       Bismarck, North              
        Dakota  58506-5650
        (701) 222-7900

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

      ________________________

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

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   PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This registration statement, initially filed with the   
Securities and Exchange Commission on June 17, 1996, covered
   600,000 shares of MDU Resources Group, Inc. Common Stock, $3.33
   par value, and the Preference Share Purchase Rights appurtenant
   thereto, authorized for issuance under the MDU Resources Group,
Inc. Tax Deferred Compensation Savings Plan for Collective  
    Bargaining Unit Employees ("Plan").  This registration statement
     was amended by Post-Effective Amendment No. 1 on July 13, 1998 to
increase the number of shares of Common Stock and Preference
   Share Purchase Rights covered by this registration statement to
 reflect a three-for-two split of the Common Stock.  Effective
January 1, 1999, the Plan was merged into the MDU Resources 
 Group, Inc. Tax Deferred Compensation Savings Plan, which was
    simultaneously amended and renamed the MDU Resources Group, Inc.
401(k) Retirement Plan (the "Surviving Plan").  A separate  
  registration statement ("New Registration Statement") is being
   filed pursuant to General Instruction E of Form S-8 to register
shares of Common Stock and Preference Share Purchase Rights 
  issuable under the Surviving Plan.  The shares of Common Stock
     registered on this registration statement and not issued prior to
     the date hereof are being carried forward to the New Registration
Statement and may be issued pursuant to the terms of the    
Surviving Plan.                                             

ITEM 8.  EXHIBITS.                                          

23(a)  Consent of Arthur Andersen LLP.                  

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

23(c)  Consent of Weir International Mining Consultants.

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      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 Post-Effective  
     Amendment No. 2 to the Registration Statement to be signed on its
     behalf by the undersigned, thereunto duly authorized, in the City
of Bismarck, State of North Dakota, on February 18, 1999.   

                                       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 Post-Effective Amendment No. 2 to the Registration Statement
     has been signed by the following persons in the capacities and on
the dates indicated.                                        

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

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

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

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

/s/ Vernon A. Raile                                       
----------------------                                    
     Vernon A. Raile (Vice   Chief Accounting      February 18, 1999
President, Controller   Officer                           
and Chief Accounting                                      
Officer)                                                  

/s/ John A. Schuchart                                     
----------------------                                    
     John A. Schuchart       Director              February 18, 1999
(Chairman of the                                          
Board)                                                    

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

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

II-2  

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     * Harold J. Mellen, Jr. Director              February 18, 1999
----------------------                                    
Harold J. Mellen, Jr.                                     

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

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

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

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

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

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

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

By:/s/ Warren L. Robinson                                 
------------------------                              
Warren L. Robinson,                                   
as Attorney-in-fact                                   
for each of the                                       
persons indicated by                                  
an asterisk                                           

      SIGNATURES

     The Plan.  Pursuant to the requirements of the Securities Act
    of 1933, the MDU Resources Group, Inc. Tax Deferred Compensation
  Saving Plan for Collective Bargaining Unit Employees Committee
has duly caused this Post-Effective Amendment No. 2 to the  
Registration Statement to be signed on its behalf by the    
    undersigned, thereunto duly authorized, in the City of Bismarck,
State of North Dakota on February 18, 1999.                 

                 MDU RESOURCES GROUP, INC.
                              Tax Deferred Compensation Savings Plan
                      for Collective Bargaining Unit
 Employees

              By:/s/ Douglas C. Kane
                                ----------------------------------
                       Douglas C. Kane, Chairman
                           MDU Resources Group, Inc. Tax
                                Deferred Compensation Savings Plan
                            for Collective Bargaining Unit
                 Employees Committee

II-3      

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     EXHIBIT INDEX

23(a)   Consent of Arthur Andersen LLP.                 

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

 23(c)   Consent of Weir International Mining Consultants.

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This S-8 POS Filing		Date		First		Last			Other Filings
		6/17/96		2					S-3, S-8
		7/13/98		2					S-8 POS, 424B3, POS AM
		1/1/99		2
Filed On / Filed As Of / Effective As Of		2/18/99		1		4			S-8, S-8 POS
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