MDU RESOURCES GROUP INC
SC 13G, 1998-03-13
GAS & OTHER SERVICES COMBINED
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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


                                  SCHEDULE 13G
                                 (Rule 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)
                         (Amendment No. _____________)1



                            MDU RESOURCES GROUP, INC.
                                (Name of Issuer)


                     COMMON STOCK, PAR VALUE $3.33 PER SHARE
                         (Title of Class of Securities)


                                   0005526901
                                 (CUSIP Number)



                                  MARCH 5, 1998
             (Date of Event Which Requires Filing of this Statement)





              Check the  following  box to designate  the rule pursuant to which
this Schedule is filed:

                  |_|      Rule 13d-1(b)
                  |X|      Rule 13d-1(c)
                  |_|      Rule 13d-1(d)


- --------
1 The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


<PAGE>



CUSIP No.   0005526901                                       Page 1 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          J. Franklin Morse

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   380,841
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              380,841
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     380,841

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      1.3%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


CUSIP No.   0005526901                                       Page 2 of 61 Pages
- -------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The Joseph D. Morse Revocable Trust, dated January 25, 1993

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   88,069
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              88,069
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     88,069

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.3%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                       Page 3 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The Forrest W. Morse Revocable Trust, dated May 21, 1993

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF    5.  SOLE VOTING POWER                   104,187
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              104,187
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     104,187

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.4%
     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                       Page 4 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The William F. Morse Revocable Trust, dated October 5, 1993

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   96,127
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              96,127
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     96,127

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.3%
     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                       Page 5 of 61 Pages
- --------------------------------------------------------------------------------



      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Scot F. Morse

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF    5.  SOLE VOTING POWER                   22,832
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              22,832
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     22,832

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.1%
     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                       Page 6 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Kerry Lin Tong

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF    5.  SOLE VOTING POWER                   22,832
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              22,832
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     22,832

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.1%
     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                       Page 7 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Michael D. Morse

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   393,491
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              393,491
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     393,491

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      1.4%
     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                       Page 8 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Derek C. Morse

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF    5.  SOLE VOTING POWER                   8,293
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              8,293
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      8,293

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.03%
     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                       Page 9 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Brock M. Morse

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   8,293
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              8,293
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      8,293
     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.03%
     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 10 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The Tyler A. Morse, Tari Morse Custodian under the Oregon Uniform
          Transfer to Minors Act

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Oregon

      NUMBER OF     5.  SOLE VOTING POWER                   8,293
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              8,293
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      8,293

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.03%

     12.  TYPE OF REPORTING PERSON*

                                       OO
- -------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 11 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The Tyler A. Morse Trust, dated April 24, 1997

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Oregon

      NUMBER OF     5.  SOLE VOTING POWER                   16,126
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              16,126
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     16,126

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.1%
     12.  TYPE OF REPORTING PERSON*

                                       OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 12 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The Joy L. Morse Irrevocable Trust, dated December 24, 1996

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Oregon

      NUMBER OF     5.  SOLE VOTING POWER                   19,867
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              19,867
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     19,867

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.1%

     12.  TYPE OF REPORTING PERSON*

                                       OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 13 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The Brock M. Morse Trust, dated April 24, 1997

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Oregon

      NUMBER OF     5.  SOLE VOTING POWER                   16,126
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              16,126
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     16,126

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.1%
     12.  TYPE OF REPORTING PERSON*

                                       OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 14 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The Derek C. Morse Trust, dated April 24, 1997

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Oregon

      NUMBER OF     5.  SOLE VOTING POWER                   16,126
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              16,126
                    8.  SHARED DISPOSITIVE POWER            0

   9.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     16,126

  10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

  11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.1%

  12.     TYPE OF REPORTING PERSON*

                                       OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 15 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Steven G. Morse

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   464,729
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              464,729
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     464,729

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      1.6%
     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 16 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Jennifer L. Smith

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   12,094
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              12,094
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     12,094

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.04%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 17 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Gregory F. Morse

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   461,757
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              461,757
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     461,757

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      1.6%
     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 18 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The Sara L. Morse Trust, dated October 31, 1995

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Oregon

      NUMBER OF     5.  SOLE VOTING POWER                   8,292
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              8,292
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      8,292

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.03%
     12.  TYPE OF REPORTING PERSON*

                                       OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 19 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The Bryan T. Morse Trust, dated October 31, 1995

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Oregon

      NUMBER OF     5.  SOLE VOTING POWER                   8,292
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              8,292
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      8,292

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.03%

     12.  TYPE OF REPORTING PERSON*

                                       OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 20 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Jonathan B. Morse

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   304,403
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              304,403
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     304,403

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      1.0%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 21 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Travis L. Morse

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   3,741
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              3,741
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      3,741

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.01%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 22 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Gabriel J. Morse

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   3,741
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              3,741
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      3,741

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.01%
     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 23 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Justin W. Morse, Susan L. Morse Custodian under the Oregon Uniform
          Transfers to Minors Act

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Oregon

      NUMBER OF     5.  SOLE VOTING POWER                   3,741
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              3,741
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      3,741

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.01%

     12.  TYPE OF REPORTING PERSON*

                                       OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 24 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Amanda N. Morse, Susan L. Morse Custodian under the Oregon Uniform
          Transfers to Minors Act

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Oregon

      NUMBER OF     5.  SOLE VOTING POWER                   3,741
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              3,741
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      3,741

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.01%

     12.  TYPE OF REPORTING PERSON*

                                       OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 25 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The Travis Lee Morse Gift Trust, dated May 15, 1997

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Idaho

      NUMBER OF     5.  SOLE VOTING POWER                   8,681
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              8,681
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      8,681

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.03%

     12.  TYPE OF REPORTING PERSON*

                                       OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 26 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The Justin Wade Morse Gift Trust, dated May 15, 1997

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Idaho

      NUMBER OF     5.  SOLE VOTING POWER                   8,681
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              8,681
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      8,681

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.03%

     12.  TYPE OF REPORTING PERSON*

                                       OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 27 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The Amanda Nicole Morse Gift Trust, dated May 15, 1997

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Idaho

      NUMBER OF     5.  SOLE VOTING POWER                   8,691
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              8,691
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      8,691

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.03%

     12.  TYPE OF REPORTING PERSON*

                                       OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 28 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The Gabriel Jerome Morse Gift Trust, dated May 15, 1997

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Idaho

      NUMBER OF     5.  SOLE VOTING POWER                   8,681
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              8,681
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      8,681

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.03%

     12.  TYPE OF REPORTING PERSON*

                                       OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 29 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Raymond W. Morse
      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   123,104
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              123,104
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     123,104

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.4%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 30 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Phyllis J. Helland

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   123,084
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              123,084
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     123,104

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.4%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 31 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Diana M. Perdue

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   123,104
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              123,104
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     123,104

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.4%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 32 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          John G. Perdue

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   123,084
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              123,084
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     123,084

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.4%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 33 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The Anne M. Nokavich Family Trust, dated October 29, 1996

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Washington

      NUMBER OF     5.  SOLE VOTING POWER                   158,587
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              158,587
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     158,587

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.5%

     12.  TYPE OF REPORTING PERSON*

                                       OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 34 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The Anne M. Nokavich Children's Trust, dated April 8, 1997

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Washington

      NUMBER OF     5.  SOLE VOTING POWER                   56,447
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              56,447
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     56,447

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.2%

     12.  TYPE OF REPORTING PERSON*

                                       OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 35 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Angela Anderson

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   4,418
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              4,418
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      4,418

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.02%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 36 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Clinton D. Anderson

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   4,418
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              4,418
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      4,418

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.02%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 37 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          The McBride Family Limited Partnership

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Idaho

      NUMBER OF     5.  SOLE VOTING POWER                   84,149
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              84,149
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     84,149

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.3%

     12.  TYPE OF REPORTING PERSON*

                                       PN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 38 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Debbie McCool

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   6,705
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              6,705
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      6,705

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.02%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 39 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Richard Lyon

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   6,705
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              6,705
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      6,705

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.02%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 40 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Stephen Frey

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   43,313
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              43,313
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     43,313

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.1%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 41 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Robert Reinhard

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   43,156
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              43,156
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     43,156

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.1%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 42 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Richard Imper

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   22,243
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              22,243
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     22,243

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.1%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 43 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Gary Warren

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   21,718
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              21,718
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     21,718

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.1%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 44 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          K.C. Klosterman

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America

      NUMBER OF     5.  SOLE VOTING POWER                   15,287
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              15,287
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     15,287

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.1%

     12.  TYPE OF REPORTING PERSON*

                                       IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 45 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Northwest Christian College

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Oregon

      NUMBER OF     5.  SOLE VOTING POWER                   60,150
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              60,150
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     60,150

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.2%

     12.  TYPE OF REPORTING PERSON*

                                       OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



CUSIP No.   0005526901                                      Page 46 of 61 Pages
- --------------------------------------------------------------------------------

      1.  NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Willamette Valley Rehabilitation Center, Inc.

      2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                        (b) |X|

      3.  SEC USE ONLY


      4.  CITIZENSHIP OR PLACE OF ORGANIZATION

          Oregon

      NUMBER OF     5.  SOLE VOTING POWER                   8,270
        SHARES
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
     PERSON WITH
                    6.  SHARED VOTING POWER                 0
                    7.  SOLE DISPOSITIVE POWER              8,270
                    8.  SHARED DISPOSITIVE POWER            0

      9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      8,270

     10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
          CERTAIN SHARES*                                                   |X|

     11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.03%

     12.  TYPE OF REPORTING PERSON*

                                       CO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



     The filer and each group member is a signatory to an Agreement and Plan  of
Merger  (the  "Merger  Agreement")  dated as of March 5, 1998,  by and among MDU
Resources Group, Inc., a Delaware corporation ("MDU"), CMM Acquisition, Inc., an
Oregon corporation ("CMM"), Morse Bros., Inc., an Oregon corporation ("MBI") and
the  shareholders  of MBI  ("group  members")  and to  related  agreements  (the
"Agreements") including:

         (i)  A Stockholders' Agreement (the "Stockholders Agreement"), dated as
of March 5, 1998, by and among MDU and each of the group members;

         (ii) A Stock Disposition Agreement (the "Stock Disposition Agreement"),
dated as of March 5, 1998, by and among MDU and the group members; and

         (iii) An  Indemnification  and Pledge  Agreement (the  "Indemnification
Agreement"),  dated as of March 5,  1998,  by and among  MDU and the  individual
group members,

pursuant to which MBI merged into CMM. Each group member is a former stockholder
of MBI,  and has become a  stockholder  of MDU under the  Agreements.  Under the
Merger  Agreement,  MDU acquired all of the stock of MBI, and the group  members
received an  aggregate of 3,538,701  shares,  par value $3.33 per share,  of MDU
common stock and associated  preference  share purchase rights and certain other
consideration.

     Under the Merger Agreement, each group member has agreed to the appointment
of J. Franklin  Morse as the  shareholder  representative.  Exhibit A contains a
complete  description  of the  authority  of Mr.  Morse to  represent  the group
members.

     Under the Stockholders' Agreement,  each group member has agreed to certain
restrictions  on its MDU  shares  acquired  under the  Merger  Agreement.  These
restrictions include a limitation on each group member's ability to transfer its
shares,  permitting  transfers  only to  charities  and  certain  trusts  and in
accordance with the Stock Disposition Agreement described below. This limitation
applies for a period of four years to  approximately  2.26 million shares of MDU
stock   ("Restricted   Shares")  and  to  1.37  million   shares  of  MDU  stock
("Transferable Shares") until those shares are sold to third parties pursuant to
the Stock Disposition  Agreement  described below. In addition,  with respect to
the Restricted  Shares, for a period of five years, each group member agreed (i)
to cause all of the Restricted Shares to be present,  in person or by proxy, for
quorum  purposes,  at all  meetings  of  stockholders  of MDU,  (ii) to vote all
Restricted  shares  entitled to be voted by the group member in accordance  with
the  recommendation  or  recommendations  of the  Board of  Directors  of MDU on
matters  submitted to MDU  stockholders  for action,  other than the election of
directors, (iii) not to, either alone or with any other person, seek or accept a
seat on the Board of  Directors  of MDU,  (iv) not to,  directly or  indirectly,
alone or with others,  acquire any additional  shares of MDU common stock except
through  (a)  the  reinvestment  of  dividends  pursuant  to  certain  dividends
reinvestment  and  stock  purchase  plans  or  (b)  compensation,  benefits  and
incentive  plans  of MDU,  or (v) to,  directly  or  indirectly,  (a)  make,  or
participate  in,  any  "solicitation"  or  "proxies"  to vote (as such terms are
defined in the proxy rules of the SEC under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), with respect to any shares of MDU common stock,
become a  "participant"  in any  "election  contest",  as defined in Rule 14a-11
under the  Exchange  Act,  with  respect  to MDU,  initiate,  propose or solicit
stockholders of MDU or participate in any such  solicitation for the approval of
any  stockholder  proposal not approved or recommended by the Board of Directors
of MDU;  (b) form,  join,  or in any way  participate  in a "group"  (within the
meaning of Section  13(d)(3) of the Exchange  Act) with respect to any shares of
MDU Common  Stock;  (c) solicit or encourage  any person to acquire share of MDU
Common Stock;  (d) make any proposal,  or encourage any other person to make any
proposal or proposals with respect to a merger or business combination,  sale or
transfer of assets,

                                      -47-

<PAGE>

liquidation or other extraordinary corporate transaction involving MDU or any of
its  subsidiaries,  or any proposal with respect to any of the matters described
in Items (a) through (j) of Item 4 of the Schedule  13D under the Exchange  Act;
or (e) take any other action inconsistent with the foregoing prohibitions.

     Under  Paragraph 2 of the Stock  Disposition  Agreement,  the group members
agreed that on or before March 13, 1998, the group members,  either individually
or through the Shareholders' Representative, would deliver written notice to MDU
("Disposition Notice") setting forth the group member's determination to seek to
dispose of all, but not less than all, of the  Transferable  Shares owned by the
group  member.  Pursuant to this  paragraph,  the  Shareholders'  Representative
advised MDU on March 12, 1998, that all of the  shareholders  party to the Stock
Disposition  Agreement  seek to  dispose  of all of their  Transferable  Shares,
constituting 1,208,706 shares of MDU stock.

     Also under the Stock  Disposition  Agreement,  MDU  agreed to provide  each
group member with price  protection  regarding the value of each group  member's
MDU shares in the event of the sale of the Transferable  Shares through either a
registered offering or a private placement. This price protection would take the
form of the  issuance by MDU of  additional  shares to the group  members if the
sale price per share falls below a certain  level.  The maximum number of shares
that would be issued to group members in the aggregate  under this  agreement is
300,000 shares. In the event the shares are sold in a registered  offering,  MDU
has agreed to file the registration  statement in accordance with the Securities
Act.

     Under the  Indemnification  and Pledge  Agreement,  the group  members have
pledged  380,000 shares of MDU stock as security for the obligation of the group
members to  indemnify  MDU for damages  caused by its breach of any  warranty or
representation.  MDU has  physical  possession  of these  shares,  but the group
members are still entitled to receive cash dividends  attributable  to the stock
and are allowed to vote the stock, subject to the above discussed limitations.

                                      -48-

<PAGE>

Item 1(a).     Name of Issuer:

               The name of the Issuer is MDU Resources Group, Inc. ("MDU").

Item 1(b).     Address of Issuer's Principal Executive Offices:

               The principal executive offices of MDU are located at:

               Schuchart Building
               918 East Divide Avenue
               Bismarck, North Dakota, 58506-5650

Item 2(a).     Name of Person Filing:

               This Schedule 13G is being filed by J. Franklin  Morse,  as group
               members' representative (Shareholders' Representative). The group
               members are: J.  Franklin  Morse;  The Joseph D. Morse  Revocable
               Trust; The Forrest W. Morse Revocable Trust; The William F. Morse
               Revocable Trust; Scot F. Morse; Kerry Lin Tong; Michael D. Morse;
               Derek C.  Morse;  Brock M.  Morse;  Tyler A.  Morse,  Tari  Morse
               Custodian under the Uniform  Transfer to Minors Act; The Tyler A.
               Morse Trust;  The Joy L. Morse  Trust;  The Brock M. Morse Trust;
               The Derek C.  Morse  Trust;  Steven  G.  Morse;  Jennifer  Smith;
               Gregory F.  Morse;  The Sara L. Morse  Trust;  The Bryan T. Morse
               Trust;  Jonathan  B. Morse;  Travis L.  Morse;  Gabriel J. Morse;
               Justin W.  Morse,  Susan L.  Morse  Custodian  Under  the  Oregon
               Uniform  Transfer to Minors Act; Amanda N. Morse,  Susan L. Morse
               Custodian  Under the Uniform  Transfer to Minors Act;  The Travis
               Lee Morse Gift  Trust;  The Justin  Wade  Morse Gift  Trust;  The
               Amanda  Nicole  Morse Gift Trust;  The Gabriel  Jerome Morse Gift
               Trust;  Raymond W. Morse;  Phyllis J.  Helland;  Diana M. Perdue;
               John G.  Perdue;  The Anne  Nokavich  Family  Trust;  The Anne M.
               Nokavich Children's Trust; Angela Anderson;  Clinton D. Anderson;
               The McBride Family Limited  Partnership;  Debbie McCool;  Richard
               Lyon; Stephen Frey; Robert Reinhard;  Richard Imper; Gary Warren;
               K.C.  Klosterman;  Northwest  Christian  College and  Williamette
               Valley Rehabilitation Center, Inc. For more information regarding
               the trusts and custodianships listed above, please see Exhibit B.

Item 2(b).     Address of Principal Business Office or, if None, Residence:

               The  address  of  the  principal  business  office  of the person
	       filing is:

               J. Franklin Morse
               Shareholders' Representative
               3616 NW Eagleview Drive
               Albany, OR  97321

Item 2(c).     Citizenship:

               The  person  filing  is a  citizen  of the  United  States  of
	       America.


                                      -49-

<PAGE>



Item 2(d).     Title of Class of Securities:

               This  Schedule  13G  statement  relates to common stock of the
               issuer, par value $3.33 per share.

Item 2(e).     CUSIP Number:

               0005526901

Item           3. If This Statement is Filed  Pursuant to Rule  13d-1(b),  or
               13d-2(b) or (c), Check Whether the Person Filing is a:

               This  Statement  is not filed  pursuant to Rule  13d-1(b),  or
	       13d-2(b) or (c).

               If  this  Statement  is filed  pursuant  to  Rule 13d-1(c), check
	       this box. X

Item 4.        Ownership.

               The  aggregate  number  of  common  stock  shares  that the group
               members own  beneficially  is  3,538,700  or 12.14% of MDU common
               stock. Information concerning the number and percentage of shares
               owned by each  group  member and the number of shares as to which
               each  group  member has sole or shared  voting  power and sole or
               shared  dispositive  power is set  forth in the  preceding  cover
               pages.


Item 5.        Ownership of Five Percent or Less of a Class.

               Not applicable.


Item 6.        Ownership of More than Five Percent on Behalf of Another Person.

               Not applicable.


Item 7.        Identification  and  Classification  of  the  Subsidiary   Which
               Acquired  the  Security  Being Reported  on by the Parent Holding
               Company.

               Not applicable.


Item 8.        Identification and Classification of Members of the Group.

               Not  applicable,  as  the  filing of  this  Schedule  13G is  not
               pursuant to Rule 13d-1(b)(1)(J) or Rule 13d-1(d).



                                      -50-

<PAGE>



Item 9.        Notice of Dissolution of Group.

               Not applicable.


Item 10.       Certification.

               "By filing below, I certify that, to the best of my knowledge and
               belief,  the  securities  referred to above were not acquired and
               are not held for the purpose of or with the effect of changing or
               influencing  the control of the issuer of the securities and were
               not  acquired  and  are  not  held  in  connection  with  or as a
               participant in any transaction having that purpose or effect."


                                      -51-

<PAGE>



                                    EXHIBITS

Exhibit      Description                                               Page No.

A            Information with Respect to Authority of
             J. Franklin Morse to Sign Statement on Behalf
             of All Group Members ...........................................58

B            Identification of Certain Trusts and Custodianships.............60




                                      -52-

<PAGE>




                                    SIGNATURE


         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.



   March 13, 1998                        /s/ J. Franklin Morse
        Date                            ---------------------------------------
                                        J. Franklin Morse

							*
                                        ---------------------------------------
                                         The Joseph D. Morse Revocable Trust,
                                           dated January 25, 1993

							*
                                        ---------------------------------------
                                         The Forrest W. Morse Revocable Trust
                                           dated May 21, 1993

							*
                                        ---------------------------------------
                                         The William F. Morse Revocable Trust,
                                           dated October 5, 1993

							*
                                        ---------------------------------------
                                         Scot F. Morse

							*
                                        ---------------------------------------
                                         Kerry Lin Tong

							*
                                        ---------------------------------------
                                         Michael D. Morse

							*
                                        ---------------------------------------
                                         Derek C. Morse

							*
                                        ---------------------------------------
                                         Brock M. Morse



                                      -53-

<PAGE>


							*
                                        ---------------------------------------
                                         Tyler A. Morse, Tari Morse Custodian
                                           under the Oregon Uniform Transfer to
                                           Minors Act

							*
                                        ---------------------------------------
                                         The Tyler A. Morse Trust,
                                           dated April 24, 1997


							*
                                        ---------------------------------------
                                         The Joy L. Morse Trust,
                                           dated December 24, 1996

							*
                                        ---------------------------------------
                                         The Brock M. Morse Trust,
                                           dated April 24, 1997

							*
                                        ---------------------------------------
                                         The Derek C. Morse Trust,
                                           dated April 24, 1997

							*
                                        ---------------------------------------
                                         Steven G. Morse

							*
                                        ---------------------------------------
                                         Jennifer Smith

							*
                                        ---------------------------------------
                                         Gregory F. Morse

							*
                                        ---------------------------------------
                                         The Sara L. Morse Trust,
                                           dated October 31, 1995

							*
                                        ---------------------------------------
                                         The Bryan T. Morse Trust,
                                           dated October 31, 1995



                                      -54-

<PAGE>

							*
                                        ---------------------------------------
                                         Jonathan B. Morse

							*
                                        ---------------------------------------
                                         Travis L. Morse

							*
                                        ---------------------------------------
                                         Gabriel J. Morse

							*
                                        ---------------------------------------
                                         Justin W. Morse, Susan L. Morse
                                           Custodian under the Oregon Uniform
                                           Transfer to Minors Act

							*
                                        ---------------------------------------
                                         Amanda N. Morse, Susan L. Morse
                                           Custodian under the Oregon Uniform
                                           Transfer to Minors Act

							*
                                        ---------------------------------------
                                         The Travis Lee Morse Gift Trust,
                                           dated May 15, 1997

							*
                                        ---------------------------------------
                                         The Justin Wade Morse Gift Trust,
                                           dated May 15, 1997

							*
                                        ---------------------------------------
                                         The Amanda Nicole Morse Gift Trust,
                                           dated May 15, 1997

							*
                                        ---------------------------------------
                                         The Gabriel Jerome Morse Gift Trust,
                                           dated May 15, 1997

							*
                                        ---------------------------------------
                                         Raymond W. Morse



                                      -55-

<PAGE>


							*
                                        ---------------------------------------
                                         Phyllis J. Helland

							*
                                        ---------------------------------------
                                         Diana M. Perdue

							*
                                        ---------------------------------------
                                         John G. Perdue

							*
                                        ---------------------------------------
                                         The Anne Nokavich Family Trust,
                                           dated October 29, 1996

							*
                                        ---------------------------------------
                                         The Anne M. Nokavich Children's Trust
                                           dated April 8, 1997

							*
                                        ---------------------------------------
                                         Angela Anderson

							*
                                        ---------------------------------------
                                         Clinton D. Anderson

							*
                                        ---------------------------------------
                                         The McBride Family Limited Partnership

							*
                                        ---------------------------------------
                                         Debbie McCool

							*
                                        ---------------------------------------
                                         Richard Lyon

							*
                                        ---------------------------------------
                                         Stephen Frey

							*
                                        ---------------------------------------
                                         Robert Reinhard



                                      -56-

<PAGE>


							*
                                        ---------------------------------------
                                         Richard Imper

							*
                                        ---------------------------------------
                                         Gary Warren

							*
                                        ---------------------------------------
                                         K.C. Klosterman   

							*
                                        ---------------------------------------
                                         Northwest Christian College

							*
                                        ---------------------------------------
                                         Williamette Valley Rehabilitation
                                          Center, Inc.


                         *      BY:      /s/ J. Franklin Morse
                                        ---------------------------------------
                                         Shareholders' Representative





                                          -57-

<PAGE>



                                    Exhibit A
           Information with Respect to Authority of J. Franklin Morse
                to Sign Statement on Behalf of All Group Members

     Section 9 of the Merger Agreement provides as follows:

         9.1  Shareholders'  Representative.  Each of the [group members] hereby
irrevocably  make,  constitute and appoint J. Franklin  Morse of Albany,  Benton
County,  Oregon as each of the [group  members']  agent and  representative  and
attorney-in-fact (the "Shareholder's Representative") for all purposes and under
this Agreement,  and hereby authorize him to act for such [group members] and in
such [group  member's] name,  place and stead and for such [group  member's] use
and benefit, with full authority to:

                  9.1.1 Receive all notices or documents given or to be given to
         him by MDU or [CMM]  pursuant  hereto or in connection  herewith and to
         receive and accept service of legal process in connection with any suit
         or other  proceeding  arising under this Agreement.  The  Shareholders'
         Representative  promptly shall forward a copy of such notice or process
         to each [group member];

                  9.1.2 Deliver at the Closing the certificates representing the
         shares of MDU capital stock of each [group  member] in exchange for his
         portion of the Merger Consideration;

                  9.1.3  Sign and  deliver to MDU at the  Closing a receipt  for
         such [group member's] portion of the Merger  Consideration and transmit
         such Merger Consideration to each such [group member];

                  9.1.4  Deliver  to MDU at the  Closing  all  certificates  and
         documents  to be delivered  to MDU by the [group  members]  pursuant to
         this  Agreement,  together  with any other  certificates  and documents
         executed by such [group  member] and deposited  with the  Shareholders'
         Representative for such purpose;

                  9.1.5  Engage such legal  counsel,  and such  accountants  and
         other advisors for the [group members] and incur such other expenses on
         behalf of the [group members] in connection with this Agreement and the
         transactions  contemplated  hereby as the Shareholders'  Representative
         may deem appropriate; and

                  9.1.6 Take such action on behalf of the [group members] as the
         Shareholders' Representative may deem appropriate in respect of:

                           (i)  Waiving any inaccuracies in  the representations
                  and  warranties of  MDU  contained  in this  Agreement or  any
                  document delivered by it pursuant hereto;

                           (ii) Taking such other action as he is authorized to
                  take under this Agreement;

                           (iii) Receiving  all  documents  or certificates  and
                  making  all determinations on  behalf of the  [group  members]
                  required under this Agreement; and

                           (iv)  All such  other  matters  as the  Shareholders'
                  Representative may deem necessary or appropriate to consummate
                  this Agreement and the transactions contemplated hereby.



                                      -58-

<PAGE>



         In  addition,  Section 8 of the  Stockholders'  Agreement  provides  as
follows:

         8.  Shareholders'  Representative.  The  provision  of Section 9 of the
Merger Agreement concerning the authority of the Shareholders' Representative to
execute,  deliver and perform this  Agreement and to act on behalf of the [group
members]  with respect to the rights and  obligations  under this  Agreement are
incorporated  herein by  reference  as if such  provisions  were set forth fully
herein,  and MDU may conclusively  rely upon the authority of the  Shareholders'
Representative  with  respect to this  Agreement in the manner and to the extent
set forth in such Section 9.


                                      -59-

<PAGE>



                                    Exhibit B
               Identification of Certain Trusts and Custodianships

     1. The Joseph D. Morse Revocable Trust,  dated January 25, 1993:  Joseph D.
Morse is the trustor,  trustee,  and  beneficiary  of this trust.  This trust is
revocable at any time by the grantor,  Joseph D. Morse.  The situs of this trust
is in the State of Oregon.

     2. The Forrest W. Morse  Revocable  Trust,  dated May 21, 1993:  Forrest W.
Morse is the trustor,  trustee,  and  beneficiary  of this trust.  This trust is
revocable at any time by the grantor,  William F. Morse. The situs of this trust
is in the State of Oregon.

     3. The William F. Morse Revocable Trust,  dated October 5, 1993: William F.
Morse is the trustor,  trustee,  and  beneficiary  of this trust.  This trust is
revocable at any time by the grantor,  William F. Morse. The situs of this trust
is in the State of Oregon.

     4. The Anne M.  Novakovich  Family Trust,  dated October 29, 1996:  Anne M.
Novakovich,  and her  husband,  Lester V.  Novakovich,  are the Trustors of this
trust.  Anne M. Novakovich is the trustee of this trust. Both Anne M. Novakovich
and Lester V.  Novakovich  are the  beneficiaries  of this trust.  This trust is
revocable by each of the two  grantors.  The situs of this trust is the State of
Washington.

     5. The Sara L. Morse Trust, dated October 31, 1995: Gregory F. Morse is the
trustor  of this  trust.  His  spouse,  Yvonne  E.  Morse  is the  trustee.  The
beneficiary  of this trust is Sara L.  Morse,  child of Gregory F.  Morse.  This
trust is an irrevocable trust. The situs of this trust is the State of Oregon.

     6. The Bryan T. Morse Trust,  dated  October 31, 1995:  Gregory F. Morse is
the  trustor of this  trust.  His spouse,  Yvonne E. Morse is the  trustee.  The
beneficiary  of this trust is Bryan T. Morse,  child of Gregory F.  Morse.  This
trust is an irrevocable trust. The situs of this trust is the State of Oregon.

     7. The Joy L. Morse Irrevocable  Trust, dated December 24, 1996: Michael D.
Morse is the trustor of this trust.  Derek C. Morse, son of Michael D. Morse, is
the  trustee of this  trust.  The  beneficiary  of this  trust is Joy L.  Morse,
daughter of Michael D. Morse. This trust is irrevocable. The situs of this trust
is in the State of Oregon.

     8. The Derek C. Morse Trust,  dated April 24, 1997: Michael D. Morse is the
trustor of this trust. Dennis D. Ashenfelter is the trustee of this trust. Derek
C. Morse, son of Michael D. Morse, is the beneficiary of this trust.  This trust
is irrevocable. The situs of this trust is in the State of Oregon.

     9. The Brock M. Morse Trust,  dated April 24, 1997: Michael D. Morse is the
trustor of this trust. Dennis D. Ashenfelter is the trustee of this trust. Brock
M. Morse, son of Michael D. Morse, is the beneficiary of this trust.  This trust
is irrevocable. The situs of this trust is in the State of Oregon.

     10. The Tyler A. Morse Trust, dated April 24, 1997: Michael D. Morse is the
trustor of this trust. Dennis D. Ashenfelter is the trustee of this trust. Tyler
A. Morse, son of Michael D. Morse, is the beneficiary of this trust.  This trust
is irrevocable. The situs of this trust is in the State of Oregon.

     11. The Anne M. Novakovich  Children's Trust,  dated April 8, 1997: Anne M.
Novakovich  is the trustor of this trust.  Patrick L. Sizemore is the trustee of
this trust.  The two  beneficiaries  of this trust are Anne M.  Novakovich's two
children:  Clinton D. Andersen and Angela  Andersen.  The situs of this trust is
the State of Washington. This trust is an irrevocable trust.


                                      -60-

<PAGE>


     12. The Travis Lee Morse Gift Trust, dated May 15, 1997:  Jonathan B. Morse
is the trustor of this trust.  Susan L. Morse,  spouse of Jonathan B. Morse,  is
the trustee of this trust.  The  beneficiary  of this trust is Travis Lee Morse,
child of Jonathan B. Morse.  This trust is an  irrevocable  trust.  The situs of
this trust is the State of Idaho.

     13. The Justin Wade Morse Gift Trust, dated May 15, 1997: Jonathan B. Morse
is the trustor of this trust.  Susan L. Morse,  spouse of Jonathan B. Morse,  is
the trustee of this trust.  The  beneficiary of this trust is Justin Wade Morse,
child of Jonathan B. Morse.  This trust is an  irrevocable  trust.  The situs of
this trust is the State of Idaho.

     14. The Amanda  Nicole Morse Gift Trust,  dated May 15,  1997:  Jonathan B.
Morse is the trustor of this trust. Susan L. Morse, spouse of Jonathan B. Morse,
is the trustee of this trust.  The  beneficiary  of this trust is Amanda  Nicole
Morse, child of Jonathan B. Morse. This trust is an irrevocable trust. The situs
of this trust is the State of Idaho.

     15. The Gabriel  Jerome Morse Gift Trust,  dated May 15, 1997:  Jonathan B.
Morse is the trustor of this trust. Susan L. Morse, spouse of Jonathan B. Morse,
is the trustee of this trust.  The  beneficiary  of this trust is Gabriel Jerome
Morse, child of Jonathan B. Morse. This trust is an irrevocable trust. The situs
of this trust is the State of Idaho.

     16. Tari L. Morse, as Custodian for Tyler A. Morse Under the Oregon Uniform
Transfers for Minors Act: This  custodianship was established  October 31, 1995.
The situs of this custodianship is the State of Oregon.

     17.  Susan L.  Morse,  as  Custodian  for Justin W. Morse  Under the Oregon
Uniform  Transfers to Minors Act: This  custodianship  was  established  May 10,
1996. The situs of this custodianship is the State of Oregon. The custodian is a
resident of the State of Washington.

     18.  Susan L.  Morse,  as  Custodian  for Amanda N. Morse  Under the Oregon
Uniform  Transfers to Minors Act: This  custodianship  was  established  May 10,
1996. The situs of this custodianship is the State of Oregon. The custodian is a
resident of the State of Washington.

                                      -61-

<PAGE>



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