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): May 12, 2008

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 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 7, 2008, a Ramsey County District Court Judge presided over a hearing that was held, in part, to consider a request by the Trustees of Great Northern Iron Ore Properties for adjustments to their compensation. By Court Order dated May 12, 2008, the Judge of District Court approved an increase in the annual base compensation of the President of the Trustees (and Chief Executive Officer) from $160,000 per year to $180,000 per year and an increase in the annual bonus component of the President’s compensation from $60,000 per year to $80,000 per year (computed as 1% of the excess of the gross income of the Trust over $5 million for the year up to the maximum of $80,000 per year), both effective as of July 1, 2008, with the $80,000 bonus component payable in full for 2008 subject to the formula calculation. The Court also approved an increase in the annual compensation of each of the Trustees other than the President from $60,000 per year to $70,000 per year, also effective as of July 1, 2008. The full text of the Court Order is set forth in Exhibit 10.1 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 of businesses acquired: None

(b) Pro forma financial information: None

(c) Shell company transactions: None

(d) Exhibits:

Exhibit No.	Document
10.1	Court Order on Trustees’ Compensation (and annual hearing of accounts), dated May 12, 2008, but effective July 1, 2008.

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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	May 12, 2008	By	/s/ Joseph S. Micallef
			Joseph S. Micallef, President of the Trustees and Chief Executive Officer
Date	May 12, 2008	By	/s/ Thomas A. Janochoski
			Thomas A. Janochoski, Vice President & Secretary and Chief Financial Officer

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CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

GREAT NORTHERN IRON ORE PROPERTIES

W-1290 First National Bank Building

332 Minnesota Street

Saint Paul, Minnesota 55101-1361

Exhibit No.	Document
10.1	Court Order on Trustees’ Compensation (and annual hearing of accounts), dated May 12, 2008, but effective July 1, 2008.

EX-10.1

Exhibit 10.1

Court Order on Trustees’ Compensation (and annual hearing of accounts),

dated May 12, 2008, but effective July 1, 2008.

STATE OF MINNESOTA	DISTRICT COURT
COUNTY OF RAMSEY	SECOND JUDICIAL DISTRICT
	Court File No. C5-72-386008
In the Matter of the Trust known as
Great Northern Iron Ore Properties	ORDER

This matter came on for hearing before the Court on May 7, 2008, upon the Petition for Allowance of Accounts and for Instructions by Joseph S. Micallef, Roger W. Staehle, Robert A. Stein and John H. Roe III, the duly appointed and acting Trustees of the Trust known as Great Northern Iron Ore Properties.

Sue Ann Nelson of Fredrikson & Byron, P.A., appeared on behalf of the Trustees of the Trust known as Great Northern Iron Ore Properties.

The Court, having heard the arguments of counsel, and based upon the Petition, the affidavits filed in support of the Petition and the entire files and record herein,

IT IS HEREBY ORDERED:

1. Due, published and mailed notice of this hearing was given pursuant to the Court’s Order dated April 9, 2008, as more fully appears from the proof of publication and the Affidavits of Mailing contained in the file.

2. The accounts of the Trustees for the calendar year 2007 are approved, settled and allowed in all respects.

3. The requested increase in the compensation of the President of the Trustees from $160,000 per year to $180,000 per year and an increase in the bonus component from a maximum of $60,000 per year to a maximum of $80,000 per year

Exhibit 10.1 – Court Order (continued)

(computed as 1% of the excess of the gross income of the Trust over $5 million for the year up to the maximum of $80,000), both effective as of July 1, 2008, with the $80,000 bonus component payable in full for 2008 subject to the formula calculation, is granted.

4. The requested increase in the compensation of the Trustees other than the President from $60,000 per year to $70,000 per year, effective as of July 1, 2008, is granted.

	BY THE COURT
Dated:     12 May 2008	/s/ Margaret M. Marrinan
	Margaret M. Marrinan Judge of District Court

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