MDU RESOURCES GROUP INC
10-Q, 1995-08-14
GAS & OTHER SERVICES COMBINED
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            UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                    
                         WASHINGTON, D.C. 20549

                                FORM 10-Q
                                    
                                    
                                    
          X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934
                                    
            FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995
                                    
                                   OR
                                    
            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934
                                    
   For the Transition Period from _____________ to ______________
                                    
                      Commission file number 1-3480
                                    
                                    
                        MDU Resources Group, Inc.
                                    
         (Exact name of registrant as specified in its charter)
                                    
                                    
            Delaware                       41-0423660 
(State or other jurisdiction of        (I.R.S. Employer 
 incorporation or organization)       Identification No.)

          400 North Fourth Street, Bismarck, North Dakota 58501
                (Address of principal executive offices)
                               (Zip Code)
                                    
                             (701) 222-7900
          (Registrant's telephone number, including area code)
                                    

    Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes X.  No.

    Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of August 11, 1995:
18,984,654 shares.
<PAGE>

                            INTRODUCTION


     MDU Resources Group, Inc. (Company) is a diversified natural
resource company which was incorporated under the laws of the State
of Delaware in 1924.  Its principal executive offices are at 400
North Fourth Street, Bismarck, North Dakota 58501, telephone (701)
222-7900.

     Montana-Dakota Utilities Co. (Montana-Dakota), the public
utility division of the Company, provides electric and/or natural
gas and propane distribution service at retail to 255 communities
in North Dakota, eastern Montana, northern and western South Dakota
and northern Wyoming, and owns and operates electric power
generation and transmission facilities.

     The Company, through its wholly-owned subsidiary, Centennial
Energy Holdings, Inc. (Centennial), owns Williston Basin Interstate
Pipeline Company (Williston Basin), Knife River Coal Mining Company
(Knife River), the Fidelity Oil Group (Fidelity Oil) and
Prairielands Energy Marketing, Inc. (Prairielands).

     Williston Basin produces natural gas and provides
     underground storage, transportation and gathering services
     through an interstate pipeline system serving Montana,
     North Dakota, South Dakota and Wyoming.

     Knife River surface mines and markets low sulfur lignite
     coal at mines located in Montana and North Dakota and,
     through its wholly-owned subsidiary KRC Holdings, Inc.,
     surface mines and markets aggregates and related
     construction materials in the Anchorage, Alaska area,
     southern Oregon and north-central California.

     Fidelity Oil is comprised of Fidelity Oil Co. and Fidelity
     Oil Holdings, Inc., which own oil and natural gas
     interests in the western United States, the Gulf Coast and
     Canada through investments with several oil and natural
     gas producers.

     Prairielands seeks new energy markets while continuing to
     expand present markets for natural gas.  Its activities
     include buying and selling natural gas and arranging
     transportation services to end users, pipelines and local
     distribution companies and, through its wholly-owned
     subsidiary, Gwinner Propane, Inc., operates bulk propane
     facilities in southeastern North Dakota.
<PAGE>


                              INDEX





Part I  

  Consolidated Statements of Income --
     Three and Six Months Ended June 30, 1995 and 1994

  Consolidated Balance Sheets --
     June 30, 1995 and 1994, and December 31, 1994

  Consolidated Statements of Cash Flows --
     Six Months Ended June 30, 1995 and 1994

  Notes to Consolidated Financial Statements

  Management's Discussion and Analysis of Financial
     Condition and Results of Operations


Part II

Signatures

Exhibit Index

Exhibit
<PAGE>
                            MDU RESOURCES GROUP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


                                            Three Months           Six Months
                                               Ended                 Ended
                                             June 30,               June 30, 
                                          1995       1994        1995    1994
                                      (In thousands, except per share amounts)

Operating revenues:
  Electric. . . . . . . . . . . . .    $ 30,384  $ 30,656   $ 65,510  $ 66,454
  Natural gas . . . . . . . . . . .      38,462    33,896     91,046    94,003
  Mining and construction                                                    
    materials . . . . . . . . . . .      31,112    31,064     49,975    50,946
  Oil and natural gas                                                        
    production. . . . . . . . . . .      11,309     9,420     21,254    17,995
                                        111,267   105,036    227,785   229,398
Operating expenses:                                                          
  Fuel and purchased power. . . . .       9,398    10,406     20,646    21,828
  Purchased natural gas sold. . . .      11,101     9,446     31,031    36,283
  Operation and maintenance . . . .      52,415    52,211     96,118    95,867
  Depreciation, depletion and                                                
    amortization. . . . . . . . . .      13,324    11,852     26,159    23,572
  Taxes, other than income. . . . .       5,452     5,965     11,783    12,177
                                         91,690    89,880    185,737   189,727
Operating income (loss):                                                     
  Electric. . . . . . . . . . . . .       5,366     4,516     13,590    13,227
  Natural gas distribution. . . . .        (676)   (1,397)     4,760     4,276
  Natural gas transmission. . . . .       7,482     4,872     13,004    11,632
  Mining and construction                                                    
    materials . . . . . . . . . . .       4,312     5,039      5,072     6,690
  Oil and natural gas                                                        
    production. . . . . . . . . . .       3,093     2,126      5,622     3,846
                                         19,577    15,156     42,048    39,671
                                                                             
Other income -- net . . . . . . . .       1,339     1,275      2,133     2,203
Interest expense. . . . . . . . . .       6,003     6,539     12,006    13,077
Carrying costs on natural gas                                                
  repurchase commitment . . . . . .       1,537     1,239      2,977     2,148
                                                                             
Income before taxes . . . . . . . .      13,376     8,653     29,198    26,649
Income taxes. . . . . . . . . . . .       4,714     2,976     10,264     9,273
Net income  . . . . . . . . . . . .       8,662     5,677     18,934    17,376
Dividends on preferred stocks . . .         198       200        397       400
Earnings on common stock. . . . . .    $  8,464  $  5,477   $ 18,537  $ 16,976
Earnings per common share . . . . .    $    .45  $    .29   $    .98  $    .89

Dividends per common share. . . . .    $    .40  $    .39   $    .80  $    .78
Average common shares                                                        
  outstanding . . . . . . . . . . .      18,985    18,985     18,985    18,985
                                                                             


              The accompanying notes are an integral part of these statements.
<PAGE>
                                  MDU RESOURCES GROUP, INC.  
                                 CONSOLIDATED BALANCE SHEETS
                                         (Unaudited)

                                          June 30,     June 30,   December 31,
                                            1995         1994         1994
                                                    (In thousands)
ASSETS
Property, plant and equipment:
  Electric. . . . . . . . . . . . . . . .$  526,405    $  505,613   $   514,152
  Natural gas distribution. . . . . . . .   161,831       155,301       157,174
  Natural gas transmission. . . . . . . .   267,757       258,022       263,971
  Mining and construction materials . . .   151,215       146,140       147,284
  Oil and natural gas production. . . . .   174,446       131,737       151,532
                                          1,281,654     1,196,813     1,234,113
  Less accumulated depreciation,                                    
    depletion and amortization. . . . . .   572,498       522,465       541,842
                                            709,156       674,348       692,271
Current assets:                                                     
  Cash and cash equivalents . . . . . . .    26,605        80,871        37,190
  Receivables . . . . . . . . . . . . . .    44,324        47,366        55,409
  Inventories . . . . . . . . . . . . . .    25,330        23,877        27,090
  Deferred income taxes . . . . . . . . .    29,180        37,514        26,694
  Other prepayments and current assets. .    11,396         9,690        12,287
                                            136,835       199,318       158,670
Natural gas available under                                         
  repurchase commitment . . . . . . . . .    70,910        73,966        70,913
Investments . . . . . . . . . . . . . . .    17,888        17,081        16,914
Deferred charges and other assets . . . .    58,564        69,587        65,950
                                         $  993,353    $1,034,300   $ 1,004,718
CAPITALIZATION AND LIABILITIES                                      
Capitalization:                                                     
  Common stock (Shares outstanding --                               
    18,984,654, $3.33 par value at
    June 30, 1995 and 1994, and 
    December 31, 1994). . . . . . . . . .$   63,219    $   63,219   $    63,219
  Other paid in capital . . . . . . . . .    95,914        95,914        95,914
  Retained earnings . . . . . . . . . . .   171,398       161,165       168,050
                                            330,531       320,298       327,183
  Preferred stock subject to mandatory                              
    redemption requirements . . . . . . .     2,000         2,100         2,000
  Preferred stock redeemable at option                              
    of the Company. . . . . . . . . . . .    15,000        15,000        15,000
  Long-term debt. . . . . . . . . . . . .   190,126       218,832       217,693
                                            537,657       556,230       561,876
                                                                    
Commitments and contingencies . . . . . .       ---           ---           ---

Current liabilities:                                                
  Short-term borrowings . . . . . . . . .       ---           500           680
  Accounts payable. . . . . . . . . . . .    20,056        23,460        20,222
  Taxes payable . . . . . . . . . . . . .    10,221        16,750         8,817
  Other accrued liabilities, including                        
    reserved revenues . . . . . . . . . .    99,322       124,042        88,516
  Dividends payable . . . . . . . . . . .     7,792         7,603         7,793
  Long-term debt and preferred stock due                            
    within one year . . . . . . . . . . .    19,240        10,400        20,450
                                            156,631       182,755       146,478
Natural gas repurchase commitment . . . .    88,401        92,211        88,404
Deferred credits:                                                   
  Deferred income taxes . . . . . . . . .   114,561       112,100       114,341
  Other . . . . . . . . . . . . . . . . .    96,103        91,004        93,619
                                            210,664       203,104       207,960
                                         $  993,353    $1,034,300   $ 1,004,718
                                                                    
The accompanying notes are an integral part of these statements. <PAGE>
                           MDU RESOURCES GROUP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

                                                            Six Months Ended
                                                                June 30,
                                                            1995       1994
                                                             (In thousands)
Operating activities:          
  Net income. . . . . . . . . . . . . . . . . . . . . .   $ 18,934   $ 17,376
  Adjustments to reconcile net income to net cash provided
     by operations:
     Depreciation, depletion and amortization . . . . .     26,159     23,572
     Deferred income taxes and investment tax credit--net    2,482      1,054
     Recovery of deferred natural gas contract litigation
       settlement costs, net of income taxes. . . . . .      4,387      4,693
     Changes in current assets and liabilities --
       Receivables. . . . . . . . . . . . . . . . . . .     11,085     20,187
       Inventories. . . . . . . . . . . . . . . . . . .      1,760     (4,462)
       Other current assets . . . . . . . . . . . . . .     (1,595)      (699)
       Accounts payable . . . . . . . . . . . . . . . .       (166)    (1,507)
       Other current liabilities. . . . . . . . . . . .     12,209     24,020
     Other noncurrent changes . . . . . . . . . . . . .      4,330      3,202
                                                                               
  Net cash provided by operating activities . . . . . .     79,585     87,436


Financing activities:
  Net change in short-term borrowings . . . . . . . . .       (680)    (9,040)
  Issuance of long-term debt. . . . . . . . . . . . . .      3,600     29,850
  Repayment of long-term debt . . . . . . . . . . . . .    (32,387)   (47,700)
  Retirement of natural gas repurchase commitment . . .         (3)    (6,314)
  Dividends paid. . . . . . . . . . . . . . . . . . . .    (15,586)   (15,209)

  Net cash used in financing activities . . . . . . . .    (45,056)   (48,413)

Investing activities:
  Additions to property, plant and equipment --
      Electric. . . . . . . . . . . . . . . . . . . . .     (8,745)    (2,704)
      Natural gas distribution. . . . . . . . . . . . .     (4,482)   (14,811)
      Natural gas transmission. . . . . . . . . . . . .     (3,780)       493
      Mining and construction materials . . . . . . . .     (4,058)    (1,884)
      Oil and natural gas production. . . . . . . . . .    (23,078)   (15,787)
                                                           (44,143)   (34,693)
  Sale of natural gas available under repurchase commitment      3      5,065
  Investments . . . . . . . . . . . . . . . . . . . . .       (974)      (223)

  Net cash used in investing activities . . . . . . . .    (45,114)   (29,851)

  Increase (decrease) in cash and cash equivalents. . .    (10,585)     9,172
  Cash and cash equivalents--beginning of year. . . . .     37,190     71,699

  Cash and cash equivalents--end of period. . . . . . .   $ 26,605   $ 80,871



              The accompanying notes are an integral part of these statements.
<PAGE>
                  MDU RESOURCES GROUP, INC.
                    NOTES TO CONSOLIDATED
                    FINANCIAL STATEMENTS

                   June 30, 1995 and 1994
                         (Unaudited)

1.  Basis of presentation

       The accompanying consolidated interim financial statements
    were prepared in conformity with the basis of presentation
    reflected in the consolidated financial statements included in
    the Annual Report to Stockholders for the year ended
    December 31, 1994 (1994 Annual Report), and the standards of
    accounting measurement set forth in Accounting Principles Board
    Opinion No. 28 and any amendments thereto adopted by the
    Financial Accounting Standards Board.  Interim financial
    statements do not include all disclosures provided in annual
    financial statements and, accordingly, these financial
    statements should be read in conjunction with those appearing
    in the Company's 1994 Annual Report.  The information is
    unaudited but includes all adjustments which are, in the opinion
    of management, necessary for a fair presentation of the
    accompanying consolidated interim financial statements.

2.  Seasonality of operations

       Some of the Company's operations are highly seasonal and
    revenues from, and certain expenses for, such operations may
    fluctuate significantly among quarterly periods.  Accordingly,
    the interim results may not be indicative of results for the
    full fiscal year. 

3.  Pending litigation

       In November 1993, the estate of W.A. Moncrief (Moncrief), a
    producer from whom Williston Basin purchased a portion of its
    natural gas supply, filed suit in Federal District Court for the
    District of Wyoming (Court) against Williston Basin and the
    Company disputing certain price and volume issues under the
    contract.  In its complaint, Moncrief alleged that, for the
    period January 1, 1985, through December 31, 1992, it had
    suffered damages ranging from $1.2 million to $5.0 million,
    without interest, on the price paid by Williston Basin for
    natural gas purchased.  Moncrief requested that the Court award
    it such amount and further requested that Williston Basin be
    obligated for damages for additional volumes not purchased for
    the period November 1, 1993, (the date when Williston Basin
    implemented FERC Order 636 and abandoned its natural gas sales
    merchant function, see "Order 636" contained in Note 3 of the
    1994 Annual Report for a further discussion of Williston Basin's
    implementation of Order 636) to mid-1996, the remaining period
    of the contract.

       On June 9, 1994, Moncrief filed a motion to amend its
    complaint whereby it alleged a new pricing theory under Section
    105 of the Natural Gas Policy Act for natural gas purchased in
    the past and for future volumes which Williston Basin refused
    to purchase effective November 1, 1993.  On July 13, 1994, the
    Court denied Moncrief's motion to amend its complaint.

       However, on July 15, 1994, the Court, as part of addressing
    the proper litigants in this matter, allowed Moncrief to amend
    its complaint to assert its new pricing theory under the
    contract.  Through the course of this action Moncrief has
    submitted its damage calculations which total approximately $18
    million or, under its alternative pricing theory, approximately
    $38 million.  On March 10, 1995, the Court issued a summary
    judgment dismissing Moncrief's pricing theories and
    substantially reducing Moncrief's claims.  On May 31, 1995, the
    United States Court of Appeals for the Tenth Circuit determined
    not to hear, at that time, Moncrief's attempt to appeal the
    summary judgment ruling.  Trial will be rescheduled with the
    District Court.

       Moncrief's damage claims, in Williston Basin's opinion, are
    grossly overstated.  Williston Basin further believes it has
    meritorious defenses and intends to vigorously defend such suit. 
    Williston Basin plans to file for recovery from ratepayers of
    amounts which may be ultimately due to Moncrief, if any.

4.  Regulatory matters and revenues subject to refund

       Williston Basin had pending with the FERC two general natural
    gas rate change applications implemented in 1989 and 1992.  On
    May 3, 1994, the FERC issued an order relating to the 1989 rate
    change.  Williston Basin requested rehearing of certain issues
    addressed in the order and a stay of compliance and refund
    pending issuance of a final order by the FERC.  The requested
    stay was denied by the FERC and on July 20, 1994, Williston
    Basin refunded $47.8 million to its customers, including $33.4
    million to Montana-Dakota, all of which had been reserved.  On
    April 5, 1995, the FERC issued an order granting in part and
    denying in part Williston Basin's rehearing request.  As a
    result of the FERC's order, Williston Basin, on May 18, 1995,
    billed its customers, approximately $2.7 million, plus interest,
    to recover a portion of the amount previously refunded in
    July 1994.  On July 25, 1995, the FERC issued an order, which
    Williston Basin is currently evaluating, relating to Williston
    Basin's 1992 rate change application.

       Reserves have been provided for a portion of the revenues
    collected subject to refund with respect to pending regulatory
    proceedings and for the recovery of certain producer settlement
    buy-out/buy-down costs to reflect future resolution of certain
    issues with the FERC.  Williston Basin believes that such
    reserves are adequate based on its assessment of the ultimate
    outcome of the various proceedings.
    
5.  Natural gas repurchase commitment

       The Company has offered for sale since 1984 the inventoried
    natural gas available under a repurchase commitment with
    Frontier Gas Storage Company, as described in Note 4 of its 1994
    Annual Report.  As part of the corporate realignment effected
    January 1, 1985, the Company agreed, pursuant to the settlement
    approved by the FERC, to remove from rates the financing costs
    associated with this natural gas.

       The FERC has issued orders that have held that storage costs
    should be allocated to this gas, prospectively beginning
    May 1992, as opposed to being included in rates applicable to
    Williston Basin's customers.  These storage costs, as initially
    allocated to the Frontier gas, approximated $2.1 million
    annually and represent costs which Williston Basin may not
    recover.  This matter is currently on appeal.  The issue
    regarding the applicability of assessing storage charges to the
    gas creates additional uncertainty as to the costs associated
    with holding the gas.

       Beginning in October 1992, as a result of prevailing natural
    gas prices, Williston Basin began to sell and transport a
    portion of the natural gas held under the repurchase commitment. 
    Through June 30, 1995, 17.4 MMdk of this natural gas had been
    sold by Williston Basin for use by both on- and off-system
    markets.  Williston Basin will continue to aggressively market
    the remaining 43.3 MMdk of this natural gas whenever market
    conditions are favorable.  In addition, it will continue to seek
    long-term sales contracts.

6.  Environmental matters

       Montana-Dakota and Williston Basin discovered polychlorinated
    biphenyls (PCBs) in portions of their natural gas systems and
    informed the United States Environmental Protection Agency (EPA)
    in January 1991.  Montana-Dakota and Williston Basin believe the
    PCBs entered the system from a valve sealant.  Both Montana-
    Dakota and Williston Basin have initiated testing, monitoring
    and remediation procedures, in accordance with applicable
    regulations and the work plan submitted to the EPA and the
    appropriate state agencies.  On January 31, 1994, Montana-
    Dakota, Williston Basin and Rockwell International Corporation
    (Rockwell), manufacturer of the valve sealant, reached an
    agreement under which Rockwell will reimburse Montana-Dakota and
    Williston Basin for a portion of certain remediation costs.  On
    the basis of findings to date, Montana-Dakota and Williston
    Basin estimate that future environmental assessment and
    remediation costs that will be incurred range from $3 million
    to $15 million.  This estimate depends upon a number of
    assumptions concerning the scope of remediation that will be
    required at certain locations, the cost of remedial measures to
    be undertaken and the time period over which the remedial
    measures are implemented.  Both Montana-Dakota and Williston
    Basin consider unreimbursed environmental remediation costs to
    be recoverable through rates, since they are prudent costs
    incurred in the ordinary course of business.  Accordingly,
    Montana-Dakota and Williston Basin have sought and will continue
    to seek recovery of such costs through rate filings.  Based on
    the estimated cost of the remediation program and the expected
    recovery from third parties and ratepayers, Montana-Dakota and
    Williston Basin believe that the ultimate costs related to these
    matters will not be material to Montana-Dakota's or Williston
    Basin's financial position or results of operations. 

       In mid-1992, Williston Basin discovered that several of its
    natural gas compressor stations had been operating without air
    quality permits.  As a result, in late 1992, applications for
    permits were filed with the Montana Air Quality Bureau (Bureau),
    the agency for the state of Montana which regulates air quality. 
    In March 1993, the Bureau cited Williston Basin for operating
    the compressors without the requisite air quality permits and
    further alleged excessive emissions by the compressor engines
    of certain air pollutants, primarily oxides of nitrogen and
    carbon monoxide.  On May 18, 1995, Williston Basin and the
    Bureau reached a settlement of this issue wherein Williston
    Basin agreed to pay certain fines as well as to upgrade certain
    facilities, with the cost of both being immaterial.

       In June 1990, Montana-Dakota was notified by the EPA that it
    and several others were named as Potentially Responsible Parties
    (PRPs) in connection with the cleanup of pollution at a landfill
    site located in Minot, North Dakota.   In June 1993, the EPA
    issued its decision on the selected remediation to be performed
    at the site.  Based on the EPA's proposed remediation plan,
    current estimates of the total cleanup costs for all parties,
    including oversight costs, at this site range from approximately
    $3.7 million to $4.8 million.  Montana-Dakota believes that it
    was not a material contributor to this contamination and,
    therefore, further believes that its share of the liability for
    such cleanup will not have a material effect on its results of
    operations.

7.  Federal tax matters

       The Company's consolidated federal income tax returns were
    under examination by the Internal Revenue Service (IRS) for the
    tax years 1983 through 1991.  In September 1991, the Company
    received a notice of proposed deficiency from the IRS for the
    tax years 1983 through 1985 which proposed substantial
    additional income taxes, plus interest.  In an alternative
    position contained in the notice of proposed deficiency, the IRS
    is claiming a lower level of taxes due, plus interest and
    penalties.  In 1992 and the first quarter of 1995, similar
    notices of proposed deficiency were received for the years 1986
    through 1988 and 1989 through 1991, respectively.  Although the
    notices of proposed deficiency encompass a number of separate
    issues, the principal issue is related to the tax treatment of
    deductions claimed in connection with certain investments made
    by Knife River and Fidelity Oil.

       The Company intends to contest vigorously the deficiencies
    proposed by the IRS and, in that regard, has timely filed
    protests for the 1983 through 1991 tax years contesting the
    treatment proposed in the notices of proposed deficiency. 
    Although it is reasonably possible that the ultimate resolution
    of such matters could result in a loss of up to approximately
    $18 million in excess of consolidated reserves, management
    believes the Company has meritorious defenses to mitigate or
    eliminate the proposed deficiencies.  In that regard, the
    Company's outside tax counsel has issued opinions related to the
    principal issue discussed above, stating that it is more likely
    than not that the Company would prevail in this matter.  

8.  Cash flow information

       Cash expenditures for interest and income taxes were as
    follows:

                                               Six Months Ended
                                                   June 30,     
                                                 1995       1994 
                                                 (In thousands)

    Interest, net of amount capitalized         $12,941   $11,795
    Income taxes                                $ 9,407   $ 7,237
       
       During the six month period ended June 30, 1994, the
    Company's natural gas transmission business sold $8.3 million
    of natural gas in underground storage to the natural gas
    distribution business.  The cash flow effects of this
    intercompany sale and purchase shown under "Investing
    activities" were not eliminated.<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Overview

    The following table (in millions of dollars) summarizes the
contribution to consolidated earnings by each of the Company's
businesses. 
                                       Three Months           Six Months
                                           Ended                 Ended
                                        June 30,              June 30,   
Business                             1995        1994      1995       1994 
Electric                            $    1.7  $    1.1    $   5.2   $    4.9
Natural gas distribution                 (.9)     (1.3)       1.7        1.8
Natural gas transmission                 3.3       1.4        4.9        3.7
Mining and construction 
  materials                              2.8       3.3        3.7        4.7
Oil and natural gas production           1.6       1.0        3.0        1.9
Earnings on common stock            $    8.5  $    5.5    $  18.5   $   17.0

Earnings per common share           $    .45  $    .29    $   .98   $    .89

Return on average common
  equity for the 12 months
  ended                                                     12.4%      11.3% 

   Earnings for the quarter ended June 30, 1995, were up $3.0
million from the comparable period a year ago.  Weather within the
primary four-state operating area of Montana, North Dakota, South
Dakota and Wyoming was 51 percent colder than a year ago,
increasing throughput at the natural gas distribution and
transmission businesses.  Improved sales and decreased maintenance
costs at the electric business, increased oil prices and oil and
natural gas production at the oil and natural gas production
business and benefits derived from favorable rate changes at the
natural gas distribution and transmission businesses further
improved earnings.  The favorable rate change at the natural gas
transmission business resulted from a Federal Energy Regulatory
Commission (FERC) order received in April 1995 on a rehearing
request relating to a 1989 general rate proceeding.  The order
allowed for the one-time billing of customers for approximately
$2.2 million (after-tax) to recover a portion of the amount
previously refunded in July 1994.  Sales declines at the Oregon
construction materials operations, due to higher than normal
rainfall which slowed construction activity, and the effect of
lower natural gas prices at the natural gas transmission and oil
and natural gas production businesses, partially offset the
increase in consolidated earnings.  

    Earnings for the six months ended June 30, 1995, were up $1.5
million from the comparable period a year ago.  Lower maintenance
costs at the electric business, increased oil prices and oil and
natural gas production at the oil and natural gas production
business and benefits derived from favorable rate changes at the
natural gas distribution and transmission businesses increased
earnings.  The favorable rate change at the natural gas
transmission business resulted from a FERC order received in April
1995 on a rehearing request relating to a 1989 general rate
proceeding as previously described.  Lower throughput at the
natural gas transmission business, weather-related sales declines
at the Oregon construction materials operations, the effects of
decreased natural gas prices at the natural gas transmission and
oil and natural gas production businesses, and higher operation
expenses at the natural gas distribution business, partially offset
the increase in consolidated earnings.

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

    Reference should be made to Notes to Consolidated Financial
Statements for information concerning various commitments and
contingencies.  
<PAGE>
Financial and operating data

    The following tables (in millions, where applicable) are key
financial and operating statistics for each of the Company's
business units.  Certain reclassifications have been made in the
following statistics for 1994 to conform to the 1995 presentation. 
Such reclassifications had no effect on net income or common
stockholders' investment as previously reported.  

Montana-Dakota -- Electric Operations

                                       Three Months           Six Months
                                           Ended                 Ended
                                         June 30,              June 30,   
                                     1995        1994      1995       1994 
Operating revenues:
  Retail sales                      $   28.6  $   28.3    $  60.7   $   61.3
  Sales for resale and other             1.8       2.3        4.8        5.2
                                        30.4      30.6       65.5       66.5
Operating expenses:
  Fuel and purchased power               9.4      10.4       20.6       21.8
  Operation and maintenance              9.8      10.1       19.5       20.1
  Depreciation, depletion and
    amortization                         4.1       3.9        8.1        7.9
  Taxes, other than income               1.7       1.7        3.7        3.5
                                        25.0      26.1       51.9       53.3
Operating income                         5.4       4.5       13.6       13.2

Retail sales (kWh)                     454.0     447.1      971.2      972.8
Sales for resale (kWh)                  59.6      83.8      204.8      211.3
Cost of fuel and purchased
  power per kWh                     $   .017  $   .018    $  .016   $   .017

Montana-Dakota -- Natural Gas Distribution Operations

                                       Three Months           Six Months
                                           Ended                 Ended
                                         June 30,              June 30,   
                                     1995        1994      1995       1994 
Operating revenues:
  Sales                             $   26.5  $   23.6    $  83.9   $   92.1
  Transportation and other                .9        .7        1.8        1.8
                                        27.4      24.3       85.7       93.9
Operating expenses:
  Purchased natural gas sold            17.9      15.9       60.1       69.8
  Operation and maintenance              7.5       7.3       15.5       14.8
  Depreciation, depletion and
    amortization                         1.7       1.5        3.3        3.0
  Taxes, other than income               1.0       1.0        2.1        2.0
                                        28.1      25.7       81.0       89.6
Operating income                         (.7)     (1.4)       4.7        4.3

Volumes (dk):
  Sales                                  5.7       4.5       19.3       18.9
  Transportation                         2.4       1.7        5.5        4.6
Total throughput                         8.1       6.2       24.8       23.5

Degree days (% of normal)             131.2%     86.6%     100.8%      99.7%
Cost of natural gas, including
  transportation, per dk            $   3.16  $   3.54    $  3.12   $   3.70<PAGE>

Williston Basin -- Natural Gas Transmission Operations

                                       Three Months           Six Months
                                           Ended                 Ended
                                         June 30,              June 30,   
                                     1995        1994      1995       1994 
Operating revenues:
  Transportation                    $   15.2*  $  12.5*   $  29.7*  $   28.4*
  Storage                                2.7       2.2        6.0        4.9
  Natural gas production and
    other                                1.1       2.3        2.5        4.5
                                        19.0      17.0       38.2       37.8
Operating expenses:
  Operation and maintenance              8.7*      9.4*      19.6*      20.6*
  Depreciation, depletion and
    amortization                         1.8       1.6        3.5        3.3
  Taxes, other than income               1.0       1.1        2.1        2.3
                                        11.5      12.1       25.2       26.2
Operating income                         7.5       4.9       13.0       11.6

Volumes (dk):
  Transportation--
    Montana-Dakota                       7.1       5.8       19.6       20.3
    Other                                8.2       6.6       15.4       16.3
  Total transportation                  15.3      12.4       35.0       36.6

  Produced (Mdk)                       1,153     1,166      2,465      2,350
                             
 *Includes amortization and related recovery 
    of deferred natural gas contract
    buy-out/buy-down and gas supply
    realignment costs               $    2.9   $   3.0    $   6.9   $    7.6

Knife River -- Mining and Construction Materials Operations

                                       Three Months           Six Months
                                           Ended                 Ended
                                         June 30,              June 30,   
                                     1995        1994      1995       1994 

Operating revenues:
  Coal                              $    9.9  $    9.5    $  22.5   $   22.3
  Construction materials                21.2      21.6       27.5       28.6
                                        31.1      31.1       50.0       50.9
Operating expenses:
  Operation and maintenance             24.0      23.2       39.2       38.4
  Depreciation, depletion and
    amortization                         1.6       1.6        3.2        3.2
  Taxes, other than income               1.2       1.2        2.5        2.6
                                        26.8      26.0       44.9       44.2
Operating income                         4.3       5.1        5.1        6.7

Sales (000's):
  Coal (tons)                          1,096     1,172      2,492      2,603
  Aggregates (tons)                      834       939      1,079      1,217
  Asphalt (tons)                         114       107        138        125
  Ready-mixed concrete
    (cubic yards)                         95        86        138        137<PAGE>

Fidelity Oil -- Oil and Natural Gas Production Operations

                                       Three Months           Six Months
                                           Ended                 Ended
                                         June 30,              June 30,   
                                     1995        1994      1995       1994 
Operating revenues:
  Natural gas                       $    4.2  $    4.5    $   8.3   $    9.0
  Oil                                    7.1       4.9       13.0        9.0
                                        11.3       9.4       21.3       18.0
Operating expenses:
  Operation and maintenance              3.4       3.1        6.3        6.1
  Depreciation, depletion and
    amortization                         4.1       3.2        8.0        6.2
  Taxes, other than income                .7       1.0        1.4        1.8
                                         8.2       7.3       15.7       14.1
Operating income                         3.1       2.1        5.6        3.9

Production (000's):
  Natural gas (Mcf)                    2,847     2,195      5,478      4,339
  Oil (barrels)                          440       386        835        756

Average sales price:
  Natural gas (per Mcf)             $   1.49  $   2.07    $  1.51   $   2.08
  Oil (per barrel)                     15.82     12.44      15.30      11.66

    Amounts presented in the above tables for natural gas operating
revenues, purchased natural gas sold and operation and maintenance
expenses will not agree to the Consolidated Statements of Income due
to the elimination of intercompany transactions between Montana-
Dakota's natural gas distribution business and Williston Basin's
natural gas transmission business.

Three Months Ended June 30, 1995 and 1994

Montana-Dakota--Electric Operations
               
    Operating income at the electric business increased primarily due
to higher retail sales revenue and lower fuel and purchased power
costs.  Increased average usage by residential customers and customer
additions both contributed to the revenue improvement.  However, lower
sales to large industrial customers, largely reduced demand by oil
producers and refiners, somewhat offset the retail sales revenue
improvement.  Fuel and purchased power costs declined due to decreased
demand charges and lower average fuel costs.  The decline in demand
costs, related to a participation power contract, is the result of the
pass-through of periodic maintenance charges during the second quarter
of 1994, offset in part by the purchase of an additional five
megawatts of capacity beginning in May 1995.  The decline in average
fuel costs is primarily due to increased usage of the lower cost
Coyote Station versus other higher cost company-owned facilities. 
Decreased maintenance costs at the Coyote Station, due to less
scheduled downtime, also improved operating income.  Lower sales for
resale revenue, due to lower demand and system constraints within the
Mid-Continent Area Power Pool which both lowered sales, partially
offset the increase in operating income.

    Earnings for the electric business improved due to the operating
income increase. 

Montana-Dakota--Natural Gas Distribution Operations

    Operating income at the natural gas distribution business improved
primarily due to an increase in sales revenue.  The sales revenue
improvement resulted from increased volumes sold, due to 51% colder
weather and the addition of over 5,300 customers.  In addition, the
effect of general rate increases placed into effect in North Dakota,
South Dakota and Montana in late 1994 further improved sales revenue. 
The effects of a Wyoming Supreme Court order granting recovery in 1994
of a prior refund made by Montana-Dakota and the pass-through of lower
per unit natural gas costs partially offset the sales revenue
increase.  Transportation revenues increased due to increased volumes
transported, but were largely offset by lower average rates.  Higher
operation expenses, primarily increased payroll and benefit-related
costs, and increased depreciation expense, due to higher depreciable
balances, partially offset the improvement in operating income. 

    Natural gas distribution earnings increased due to the operating
income improvement. A decreased return recognized on net storage gas
inventory and demand balances partially offset the earnings increase. 
This return decline of approximately $217,000 results from decreases
in the net book balance on which the natural gas distribution business
is allowed to earn a return. 
 
Williston Basin

    Natural gas transmission operating income improved primarily due
to an increase in transportation and storage revenues.  The
transportation revenue increase resulted from the benefits of a
favorable FERC order received in April 1995 on a rehearing request
relating to a 1989 general rate proceeding.  The order allowed for the
one-time billing of customers for approximately $2.7 million ($1.7
million after-tax) to recover a portion of the amount previously
refunded in July 1994.  In addition, increased volumes transported to
local distribution companies and to storage added to the
transportation revenue improvement.  Higher demand revenues associated
with the storage enhancement project completed in late 1994
contributed to the storage revenue improvement.  Lower operation and
maintenance expenses, primarily lower production expenses, further
contributed to the increase in operating income.  A decline in company
production revenue, largely resulting from a 62 cent per decatherm
decline in realized natural gas prices, partially offset the increase
in operating income.
     
    Earnings for this business increased primarily due to the increase
in operating income, higher interest income and lower interest
expense.  Higher interest income of $952,000 ($583,000 after-tax) is
related to the previously described refund recovery.  The interest
expense decline of $541,000 resulted from debt retirements and lower
reserved revenue balances.  Increased carrying costs associated with
the natural gas repurchase commitment, due to higher average interest
rates, partially offset the earnings increase. 

Knife River

Coal Operations --

    Operating income for the coal operations decreased $214,000
primarily due to higher operation expenses, the result of increased
reclamation costs at the Beulah Mine due to working in higher leveling
and respreading cost areas.  Although sales volumes were down, coal
revenues increased as a result of higher average sales prices due to
price increases at the Gascoyne Mine and the effect of changes in
sales mix between higher-priced versus lower-priced mines.  The volume
decrease results from lower sales to the Big Stone electric generating
station due to its increased usage of stockpiled coal in anticipation
of the expiration of the coal contract in the third quarter.  However,
higher sales at the Beulah Mine due to less scheduled down time this
year at the Coyote Station somewhat offset the sales volume decrease.

Construction Materials Operations --

    Construction materials operating income declined $513,000 primarily
due to lower revenues, primarily lower aggregate sales at the Oregon
operations due to above normal rainfall which slowed construction
activity.  However, increased ready-mixed concrete sales at the Alaska
operations and higher ready-mixed concrete prices at the Oregon
operations somewhat offset the revenue decline.  Operation and
maintenance expenses increased due primarily from the timing of
maintenance work and increased work performed by subcontractors, both
at the Oregon operations, and increased volumes at the Alaska
operations, partially offset by lower aggregate processing costs at
the California operations due primarily to capital improvements made
in 1994 and 1995.

Consolidated --

    Earnings decreased due to the decline in coal and construction
materials operating income.

Fidelity Oil

    Operating income for the oil and natural gas production business
increased as a result of higher oil revenues, $1.5 million of which
was due to higher average oil prices, and $678,000 of which stemmed
from increased production.  Decreased natural gas prices reduced
natural gas revenues by $1.6 million but were largely offset by a $1.3
million revenue improvement due to higher volumes produced.  Adding
to operating income were decreased production taxes stemming largely
from the timing of payments in 1995 as compared to 1994.  Also,
partially offsetting the operating income improvement was increased
depreciation, depletion and amortization, primarily the result of
increased production.
  
    Earnings for this business improved as a result of the increase in
operating income.  Higher interest expense of $210,000, due primarily
to higher average borrowings, partially offset the earnings increase. 


Six Months Ended June 30, 1995 and 1994

Montana-Dakota--Electric Operations

    Operating income at the electric business increased due to lower
fuel and purchased power costs due to changes in generation mix
between lower cost versus higher cost generating stations and
decreased maintenance expenses, both as previously described in the
three month's discussion.  Decreased sales for resale revenue, also
as previously discussed, and increased depreciation expense and taxes
other than income partially offset the increase in operating income. 

    Earnings for the electric business improved due to the operating
income increase. 
             
Montana-Dakota--Natural Gas Distribution Operations

    Operating income increased at the natural gas distribution business
due to the effect of $1.4 million in general rate increases, as
previously described, and higher sales due to the addition of over
5,300 customers.  However, the pass-through of lower per unit natural
gas costs more than offset the sales revenue improvement.  The effect
of higher volumes transported were offset by lower average
transportation rates.  Higher operation expenses and depreciation
expense partially offset the increase in operating income.  The
increase in operation expense is primarily due to increased payroll
and benefit-related costs.  The increase in depreciation expense is
due to higher depreciable plant balances.

    Natural gas distribution earnings decreased due to a decreased
return recognized on net storage gas inventory and demand balances of
$853,000, as previously described in the three month's discussion,
partially offset by the increase in operating income.   
 
Williston Basin

    Operating income increased primarily due to an increase in
transportation and storage revenues.  The transportation revenue
increase resulted from the benefits of a favorable FERC order received
in April 1995, as previously described in the three month's
discussion, offset in part by lower volumes transported.  Decreased
transportation of natural gas held under the repurchase commitment,
offset in part by increased volumes moved to storage, contributed to
the decline in transportation volumes.  Higher demand revenues
associated with the storage enhancement project completed in late 1994
contributed to the storage revenue improvement.  Lower operation and
maintenance expenses, primarily lower production expenses, further
contributed to the increase in operating income.  A decline in company
production revenue, primarily due to a 76 cent per decatherm decline
in realized natural gas prices, partially offset the increase in
operating income.      

    Earnings for this business increased due primarily to the increase
in operating income, higher interest income and lower interest
expense.  Higher interest income of $952,000 ($583,000 after-tax) is
related to the previously described refund recovery.  The decline in
interest expense of $1.4 million is due to debt refinancing in April
1994, debt retirements and lower reserved revenue balances.  Increased
carrying costs on the natural gas repurchase commitment, due to higher
average interest rates, partially offset the increase in earnings. 

Knife River

Coal Operations --

    Operating income for the coal operations decreased $528,000
primarily due to higher operation expenses at the Beulah Mine.  The
operation expense increase results from higher stripping costs, and
higher reclamation costs stemming from working in higher leveling and
respreading cost areas.  Higher revenues resulting from price
increases at all mines and increased sales at the Beulah Mine,
partially offset by lower sales at the Gascoyne Mine, improved
operating income.  The higher sales at the Beulah Mine are due mainly
to less scheduled downtime this year at the Coyote Station, while the
lower sales at the Gascoyne Mine result from increased coal usage from
the stockpile at the Big Stone Station in anticipation of the
expiration of the coal contract in the third quarter.
 
Construction Materials Operations --

    Construction materials operating income declined $1.1 million due
to lower revenues and higher operation and maintenance expenses.  The
revenue decline resulted from lower aggregate sales at the Oregon
operations due to above normal rainfall which slowed construction
activity.  However, increased ready-mixed concrete sales at the Alaska
operations and higher ready-mixed concrete prices at the Oregon
operations somewhat offset the revenue decline.  Operation and
maintenance expenses increased due primarily to the timing of
maintenance work and increased work performed by subcontractors, both
at the Oregon operations, and increased volumes at the Alaska
operations, partially offset by lower aggregate processing costs at
the California operations due primarily to capital improvements made
in 1994 and 1995.

Consolidated --

    Earnings decreased due to the decline in coal and construction
materials operating income.

Fidelity Oil

    Operating income for the oil and natural gas production business
increased as a result of higher oil revenues, $3.0 million of which
was due to higher average oil prices, and $921,000 of which stemmed
from increased production.  Decreased natural gas prices reduced
natural gas revenues by $3.1 million but were partially offset by a
$2.4 million revenue improvement due to higher volumes produced.  Also
adding to operating income were decreased production taxes stemming
largely from the timing of payments in 1995 as compared to 1994. 
Increased depreciation, depletion and amortization, primarily the
result of increased production, also partially offset the operating
income improvement.
  
    Earnings for this business improved as a result of the increase in
operating income.  Increased interest expense of $289,000, due
primarily to higher average borrowings, partially offset the increase
in earnings.  

Prospective Information

    Each of the Company's businesses is subject to competition, varying
in both type and degree.  See Items 1 and 2 in the 1994 Annual Report
on Form 10-K (1994 Form 10-K) for a further discussion of the effects
these competitive forces have on each of the Company's businesses.

    The operating results of the Company's electric, natural gas
distribution, natural gas transmission, and mining and construction
materials businesses are, in varying degrees, influenced by the
weather as well as by the general economic conditions within their
respective market areas.  Additionally, the ability to recover costs
through the regulatory process affects the operating results of the
Company's electric, natural gas distribution and natural gas
transmission businesses.

    On June 30, 1995, Montana-Dakota filed a general natural gas rate
increase application with the Montana Public Service Commission (MPSC)
requesting an increase of $2.1 million or 4.4%.  The MPSC has until
April 1, 1996, to issue an order.  Also, on June 30, 1995, Williston
Basin filed a general rate increase application with the FERC
requesting an increase of $3.6 million or 6.55%, effective August 1,
1995.  On July 27, 1995, the FERC issued an order suspending the
implementation of the increased rates, subject to refund, until
January 1, 1996.

    In early 1995, Montana-Dakota, in an effort to increase the
efficiency of its electric and natural gas operations, announced plans
to close 45 district offices throughout the four-state service
territory during 1995 and early 1996.  These closings along with other
operating efficiencies are expected to result in a reduction of
between 7 and 8 percent of the utility's workforce.  Through June 30,
1995, 21 district offices have been closed.  Additionally, two
operating divisions were combined to increase efficiency.  The utility
now operates from five division centers, down from eight three years
ago.

    Knife River continues to seek additional growth opportunities. 
These include not only identifying possibilities for alternate uses
of lignite coal but also investigating the acquisition of other
surface mining properties, particularly those relating to sand and
gravel aggregates and related products such as ready-mixed concrete,
asphalt and various finished aggregate products. 

    In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" (SFAS No. 121).  SFAS No. 121 imposes stricter criteria
for assets, including regulatory assets, by requiring that such assets
be probable of future recovery at each balance sheet date.  The
Company anticipates adopting SFAS No. 121 on January 1, 1996, and does
not expect that adoption will have a material affect on the  Company's
financial position or results of operations.  This conclusion may
change in the future depending on the extent to which recovery of the
Company's long-lived assets is influenced by an increasingly
competitive environment.

FERC Rulemaking on Transmission Access --

    On March 29, 1995, the FERC issued a Notice of Proposed Rulemaking
(NOPR) on Open Access Non-Discriminatory Transmission Services by
Public Utilities and Transmitting Utilities (FERC Docket No. RM95-8-
000) and a supplemental NOPR on Recovery of Stranded Costs (FERC
Docket No. RM94-7-001).

    The rules proposed in the NOPR are intended to facilitate
competition among generators for sales to the bulk power supply
market.  If adopted, the NOPR on open access transmission would
require public utilities under the Federal Power Act to file a generic
set of transmission tariff terms and conditions as set forth in the
rulemaking to provide open access to their transmission systems. 
Previously, the FERC had not imposed on utilities a general obligation
to provide access to their transmission systems.  In addition, each
public utility would also be required to establish separate rates for
its transmission and generation services for new wholesale service,
and to take transmission services (including ancillary services) under
the same tariffs that would be applicable to third-party users for all
of its new wholesale sales and purchases of energy.

    The supplemental NOPR on stranded costs provides a basis for
recovery by regulated public utilities of legitimate and verifiable
stranded costs associated with exiting wholesale requirements
customers and retail customers who become unbundled wholesale
transmission customers of the utility.  FERC would provide public
utilities a mechanism for recovery of stranded costs that result from
municipalization, former retail customers becoming wholesale
customers, or the loss of a wholesale customer.  FERC will consider
allowing recovery of stranded investment costs associated with retail
wheeling only if a state regulatory commission lacks the authority to
consider that issue.

    It is anticipated that the proposed rule may be modified and that
a final rule may take effect in early 1996.  The Company is continuing
to evaluate the NOPR to determine its impact on the Company and its
customers, but cannot predict the outcome of this matter.

Liquidity and Capital Commitments

    The Company's regulated businesses operated by Montana-Dakota
and Williston Basin estimate construction costs of approximately
$39.9 million for the year 1995.  The Company's 1995 capital needs
to retire maturing long-term securities are estimated at $20.6
million.

    It is anticipated that Montana-Dakota will continue to provide
all of the funds required for its construction requirements from
internal sources and through the use of its $30 million revolving
credit and term loan agreement, none of which is outstanding at
June 30, 1995, and through the issuance of long-term debt, the
amount and timing of which will depend upon the Company's needs,
internal cash generation and market conditions.

    Williston Basin expects to meet its construction requirements
and financing needs with a combination of internally generated
funds and lines of credit aggregating $35 million, none of which is
outstanding at June 30, 1995, and through the issuance of long-term
debt, the amount and timing of which will depend upon the Company's
needs, internal cash generation and market conditions.  On April 1,
1994, Williston Basin borrowed $25 million under a term loan
agreement, with the proceeds used solely for the purpose of
refinancing purchase money mortgages payable to the Company.  At 
June 30, 1995, $12.5 million is outstanding under the term loan
agreement. 

    Knife River's capital needs for 1995, estimated at $7.4 million,
excluding those required for potential mining acquisitions, will be
met through funds on hand, funds generated from internal sources
and lines of credit aggregating $11 million, none of which is
outstanding at June 30, 1995.  It is anticipated that funds
required for future acquisitions will be met primarily from
additional borrowings.

    Fidelity Oil's 1995 capital needs related to its oil and natural
gas acquisition, development and exploration program, estimated at
$43.5 million, will be met through funds generated from internal
sources and lines of credit aggregating $55 million.  On July 14,
1995, amounts available under the lines of credit were increased
from $35 to $55 million.  At June 30, 1995, $20.6 million is
outstanding under the lines of credit. 

    See Note 7 for a discussion of notices of proposed deficiency
received from the IRS proposing substantial additional income
taxes.  If the IRS position were upheld, the level of funds
required would be significant.

    Prairielands' 1995 capital needs, estimated at $2.9 million,
will be met through funds generated internally and lines of credit
aggregating $5.4 million, none of which is outstanding at June 30,
1995.  
  
    The Company utilizes its lines of credit aggregating $40 million
and its $30 million revolving credit and term loan agreement to
meet its short-term financing needs and to take advantage of market
conditions when timing the placement of long-term or permanent
financing.  There were no borrowings outstanding at June 30, 1995,
under the lines of credit.

    The Company's issuance of first mortgage debt is subject to
certain restrictions imposed under the terms and conditions of its
Indenture of Mortgage.  Generally, those restrictions require the
Company to pledge $1.43 of unfunded property to the Trustee for
each dollar of indebtedness incurred under the Indenture and that
annual earnings (pretax and before interest charges), as defined in
the Indenture, equal at least two times its annualized first
mortgage bond interest costs.  Under the more restrictive of the
two tests, as of June 30, 1995, the Company could have issued
approximately $145 million of additional first mortgage bonds.

    The Company's coverage of fixed charges including preferred
dividends was 3.0 and 2.9 times for the twelve months ended
June 30, 1995, and for the year 1994, respectively.  Additionally,
the Company's first mortgage bond interest coverage was 3.6 and 3.3
times for the twelve months ended June 30, 1995, and for the year
1994, respectively.  Stockholders' equity as a percent of total
capitalization was 62% and 58% at June 30, 1995, and December 31,
1994, respectively.
<PAGE>

                             PART II - OTHER INFORMATION

6.  Exhibits and Reports on Form 8-K

    a)   Exhibits

         (27) Financial Data Schedule

    b)   Reports on Form 8-K

         None.<PAGE>

                              SIGNATURES


    Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                       MDU RESOURCES GROUP, INC.




DATE  August 14, 1995                  BY    /s/ Warren L. Robinson  
                                            Warren L. Robinson
                                            Vice President, Treasurer
                                              and Chief Financial Officer



                                             /s/ Vernon A. Raile  
                                            Vernon A. Raile
                                            Vice President, Controller and
                                              Chief Accounting Officer

<PAGE>

                                   EXHIBIT INDEX





Exhibit No.

(27)  Financial Data Schedule 

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF INCOME, CONSOLIDATED BALANCE SHEETS AND 
CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY 
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000067716
<NAME> MDU RESOURCES GROUP INC.
<MULTIPLIER> 1000
<CURRENCY> US
       
<S>                             <C>
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                            2,000
                                     15,000
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                          100
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                        397
<EARNINGS-AVAILABLE-FOR-COMM>                   18,537
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<EPS-DILUTED>                                        0
        

</TABLE>


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