
                         MDU RESOURCES GROUP, INC.

                         Certificate of Amendment
                                    of
                       Certificate of Incorporation 
                                     

     MDU Resources Group, Inc., a corporation duly organized and
existing under the laws of the State of Delaware, hereby certifies
as follows:
     1.  That the Board of Directors of said Corporation, at a
meeting duly convened and held on the 4th day of November, 1993,
proposed two separate amendments to the Certificate of
Incorporation of the Corporation, as heretofore amended, and at
said meeting adopted resolutions setting forth the proposed
amendments, declaring their advisability, and directing that the
proposed amendments be considered at the next annual meeting of
said Corporation by the stockholders entitled to vote in respect
thereof, such amendments being set forth in the Corporation's
Proxy Statement for the 1994 Annual Stockholders Meeting as
follows:
          RESOLVED, that the Board of Directors of MDU
     Resources Group, Inc., (the "Corporation") hereby
     declares it advisable:

     (a) that, as permitted by law, the purpose of the
     Corporation be amended to include any lawful act or
     activity for which corporations may be organized under
     the General Corporation Law of Delaware to reflect the
     fact that the Corporation is a multidimensional natural
     resource company; and

     (b) that, in order to effect the foregoing the
     Certificate of Incorporation of the Corporation, as
     heretofore amended, be further amended by deleting
     Article THIRD in its entirety, and by inserting in place
     thereof a new Article THIRD to read as follows:

          THIRD.  The purpose of the Corporation is to
          engage in any lawful act or activity for which
          corporations may be organized under the
          General Corporation Law of Delaware.  Included
          within this purpose, without limiting the
          generality of the foregoing sentence is (1) to
          own and operate electric and gas public
          utility systems and (2) to transact business
          as a multidimensional natural resource
          company.

          The Corporation shall have and exercise all
          the powers conferred upon corporations by the
          General Corporation Law of Delaware.

          FURTHER RESOLVED, that the Board of Directors hereby
     directs that the proposed amendment be attached as an
     exhibit to the proxy statement for the Company's Annual
     Meeting of Stockholders to be held on April 26, 1994, for
     consideration by the Stockholders entitled to vote in
     respect thereof.

                        * * * * * * * * * * * * * 

          RESOLVED, that the Board of Directors of MDU
     Resources Group, Inc. hereby declares it advisable:

          (A)  That the number of shares of Common Stock which
     the Company is authorized to issue be increased from
     50,000,000 shares of Common Stock with the par value of
     $5.00, to 75,000,000 shares with the par value of $3.33,
     effective at the close of business on the date on which
     the appropriate Certificate of Amendment to the Company's
     Certificate of Incorporation is filed in the office of
     the Secretary of State of the State of Delaware;

          (B) That, in order to effect the foregoing, the
     Certificate of Incorporation of the Company, as
     heretofore amended, be further amended by deleting the
     first paragraph of Article FOURTH, and by inserting in
     place thereof a new first paragraph of said Article
     FOURTH to read as follows:

          FOURTH.  The total number of shares of stock
          which the corporation shall have authority to
          issue is Seventy-seven Million (77,000,000)
          divided into four classes, namely, Preferred
          Stock, Preferred Stock A, Preference Stock,
          and Common Stock.  The total number of shares
          of such Preferred Stock authorized is Five
          Hundred Thousand (500,000) shares of the par
          value of One Hundred Dollars ($100) per share
          (hereinafter called the "Preferred Stock")
          amounting in the aggregate to Fifty Million
          Dollars ($50,000,000).  The total number of
          shares of such Preferred Stock A authorized is
          One Million (1,000,000) shares without par
          value (hereinafter called the "Preferred Stock
          A").  The total number of shares of such
          Preference Stock authorized is Five Hundred
          Thousand (500,000) shares without par value
          (hereinafter called the "Preference Stock"). 
          The total number of shares of such Common
          Stock authorized is Seventy-five Million
          (75,000,000) of the par value of Three and
          33/100 Dollars ($3.33) per share (hereinafter
          called the "Common Stock"), amounting in the
          aggregate to Two Hundred Forty-nine Million
          Seven Hundred Fifty Thousand Dollars
          ($249,750,000). 

          FURTHER RESOLVED, that the Board of Directors hereby
     directs that the proposed amendment be attached as an
     exhibit to the proxy statement for the Company's Annual
     Meeting of Stockholders to be held on April 26, 1994 for
     consideration by the Stockholders entitled to vote in
     respect thereof. 

A copy of the resolutions was attached as Exhibit A and Exhibit B
to the Corporation's Proxy Statement for the 1994 Annual
Stockholders Meeting, and the body of the Proxy Statement contained
a discussion of the proposed amendments.
     2.  That thereafter, on the 26th day of April, 1994, at
11:00 a.m., in accordance with the Bylaws of the Corporation, and
upon notice given in accordance with the laws of the State of
Delaware and said Bylaws, the Annual Meeting of Stockholders of the
Corporation was held, and there were present at such meeting, in
person or by proxy, the holders of more than a majority of the
shares of Common Stock of the Corporation outstanding and entitled
to vote, constituting a quorum of said stockholders.
     3.  That at said Annual Meeting of Stockholders, the proposals
to amend the Certificate of Incorporation (i) to modify the
corporate purposes of the Corporation and (ii) to increase the
number of authorized shares of Common Stock from 50,000,000 shares to
75,000,000 shares and decrease the par value of such shares from
$5.00 per share to $3.33 per share were presented for
consideration, and a vote of the holders of the Common Stock voting
in person or by proxy was taken for and against said proposal.
     4.  That a majority of the outstanding stock of the
Corporation entitled to vote and present at the Annual Meeting in
person or by proxy voted in favor of the proposal to amend Article
THIRD to the Certificate of Incorporation as indicated in the
following table:
                                          Shares        Shares
              Shares        Shares        Voted         Voted
              Out-          Repre-        For           Against
              standing      sented        Proposal      Proposal

Common Stock  18,984,654    16,477,036    15,791,694    685,342*

*Includes 393,492 abstentions

     5.  That a majority of the outstanding stock of the
Corporation entitled to vote and present at the Annual Meeting in
person or by proxy voted in favor of the proposal to amend Article
FOURTH to the Certificate of Incorporation as indicated in the
following table:
                                          Shares        Shares
              Shares        Shares        Voted         Voted
              Out-          Repre-        For           Against
              standing      sented        Proposal      Proposal

Common Stock  18,984,654    16,477,036    14,894,495    1,582,541*

*Includes 391,087 abstentions

     6.  That said amendments to the Certificate of Incorporation
of MDU Resources Group, Inc. as hereinbefore set forth have been
therefore duly adopted in accordance with the provisions of Section
242 of the General Corporation Laws of the State of Delaware.
     IN WITNESS WHEREOF, MDU Resources Group, Inc. has caused its
corporate seal to be hereunto affixed, and this Certificate to be
signed by John A. Schuchart, its Chairman of the Board and Chief
Executive Officer, and Lester H. Loble, II, its Secretary, this
27th day of April, 1994.
                                      MDU RESOURCES GROUP, INC.

ATTEST:


/s/ Lester H. Loble, II, Secretary    By: /s/ John A. Schuchart
Lester H. Loble, II, Secretary             John A. Schuchart
                                           Chairman of the Board and
                                           Chief Executive Officer
