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Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, NY 10019-6092
tel+1 212 259 8662
fax+1 212 649 9476
epowers@dl.com
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April 30, 2010
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Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
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Re:
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MDU Resources Group, Inc.
Withdrawal of Post-Effective Amendment No. 2 to Registration
Statement on Form S-8, Registration No. 33-54486
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Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, I hereby request, on behalf of MDU Resources Group, Inc. (the "Company"), the withdrawal of Post-Effective Amendment No. 2 to the Registration Statement on Form S-8, Registration No. 33-54486, which was filed with the Securities and Exchange Commission (the "Commission") on April 19, 2010. The Post-Effective Amendment was filed using the "POS AM" EDGAR tag rather than the "S-8 POS" tag.
The Company has terminated the offering of the shares of common stock, par value $1.00 per share (the "Shares"), registered pursuant to the Registration Statement. The Post-Effective Amendment was filed to remove from registration the Shares that remained unsold under the Registration Statement, and no Shares were sold in connection with the Post-Effective Amendment.
We will re-file the Post-Effective Amendment using the "S-8 POS" EDGAR tag promptly after receipt of the Commission's consent to the withdrawal.
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Very truly yours,
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/s/ Elizabeth W. Powers
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Elizabeth W. Powers
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cc: Douglas Brown
Paul K. Sandness
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