MDU RESOURCES GROUP INC — Director's Dealing 2009

Jan 2, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MDU RESOURCES GROUP INC (MDU)
CIK: 0000067716
Period of Report: 2008-12-31

Reporting Person: LEWIS RICHARD H (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-31	Phantom Stock	$0	A	763.781	Acquired		Common Stock (763.781)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12150	Direct

Footnotes

F1: 1 for 1

F2: Phantom Stock units include units that were accrued through dividends under the Deferred Compensation Plan for Directors.

F3: Units are to be settled in cash after reporting person's retirement.