8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):                    January 28, 2005                  

GREAT NORTHERN IRON ORE PROPERTIES
(Exact name of registrant as specified in its charter)

Minnesota	1-701	41-0788355
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)
W-1290 First National Bank Building, 332 Minnesota Street, St. Paul, MN		55101
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:   (651) 224-2385

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02   Results of Operations and Financial Condition.

        On January 28, 2005, the Trustees of Great Northern Iron Ore Properties issued a press release announcing the 2004 annual and fourth quarter financial results, with comparative information to 2003. The full text of the press release is set forth in Exhibit 99.1 attached hereto and is incorporated into this Current Report as if fully set forth herein.

Item 9.01   Financial Statements and Exhibits.

(a)  Financial statements:   None

(b)  Pro forma financial information:   None

(c)  Exhibit:   99.1 – Press Release dated January 28, 2005 with respect to financial results

_________________

The information in this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Current Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained herein is material investor information that is not otherwise publicly available.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		GREAT NORTHERN IRON ORE PROPERTIES (Registrant)
Date:	January 28, 2005	By:	/s/   Joseph S. Micallef
			Joseph S. Micallef, President of the Trustees and Chief Executive Officer
Date:	January 28, 2005	By:	/s/   Thomas A. Janochoski
			Thomas A. Janochoski, Vice President & Secretary and Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

Press Release dated January 28, 2005 with respect to financial results

GREAT NORTHERN IRON ORE PROPERTIES
W-1290 First National Bank Building
332 Minnesota Street
Saint Paul, MN 55101-1361
(651) 224-2385
FAX (651) 224-2387

Date:   January 28, 2005

FOR IMMEDIATE RELEASE

The Trustees of Great Northern Iron Ore Properties (GNI) report the following financial information:

Fourth Quarter ended December 31:
	2004		2003
Revenues	$	3,234,898	$	2,630,141
Net Income		2,710,046		2,052,593
Basic & Diluted Earnings per Share		1.81		1.37
Year ended December 31:
	2004		2003
Revenues	$	14,447,398	$	12,183,404
Net Income		12,242,010		9,967,544
Basic & Diluted Earnings per Share		8.16		6.65

GNI, St. Paul, Minnesota, owns mineral and nonmineral lands on the Mesabi Iron Range of Minnesota. Income is mainly derived from royalties on iron ore minerals (principally taconite) mined from these properties which are under lease to major steel producers.

/s/   Joseph S. Micallef

President of the Trustees and Chief Executive Officer

-99.1-