EXHIBIT 99(c)


                    Exhibit 99(c) - Report of Audit Committee

                       GREAT NORTHERN IRON ORE PROPERTIES
                            Report of Audit Committee
                          Year ended December 31, 2002

The Audit Committee oversees the Trust's financial reporting process on behalf
of the Board of Trustees. Management has the primary responsibility for the
financial statements and the reporting process including the systems of internal
controls. In fulfilling its oversight responsibilities, the Audit Committee
reviewed the audited financial statements in the Annual Report to Certificate
Holders with management including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with accounting principles generally accepted in the United States,
their judgments as to the quality, not just the acceptability, of the Trust's
accounting principles and such other matters as are required to be discussed
with the Audit Committee under auditing standards generally accepted in the
United States. In addition, the Audit Committee has discussed with the
independent auditors the auditors' independence from management and the Trust
including the matters in the written disclosures required by the Independence
Standards Board.

The Audit Committee discussed with the Trust's independent auditors the overall
scope and plans for their audit. The Audit Committee met with the independent
auditors, with and without management present, to discuss the results of their
examination, their evaluation of the Trust's internal controls and the overall
quality of the Trust's financial reporting.

The Board of Trustees accepted the Audit Committee's reappointment of Ernst &
Young LLP as independent auditors to the financial statements of the Trust for
the current fiscal year. Fees for the last annual audit were $40,500 and all
other fees are estimated to be $3,310.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Trustees that the audited financial
statements be included in the Annual Report on Form 10-K for the year ended
December 31, 2002 for filing with the Securities and Exchange Commission.





              Exhibit 99(c) - Report of Audit Committee (continued)


Respectfully submitted,

/s/ Robert A. Stein
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Audit Committee Chairman

/s/ Roger W. Staehle
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Audit Committee Member

/s/ John H. Roe, III
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Audit Committee Member                                  Dated: February 14, 2003