10-K

Annual Report on Form 10-K

Great Northern Iron Ore Properties

December 31, 2008

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008 Commission File Number 1-701

GREAT NORTHERN IRON ORE PROPERTIES

(Exact name of registrant as specified in its charter)

Minnesota	41-0788355
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
W-1290 First National Bank Building 332 Minnesota Street Saint Paul, Minnesota	55101-1361
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code 651 / 224-2385

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class	Name of Each Exchange on Which Registered
Trustees’ Certificates of Beneficial Interest	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Exchange Act—None

Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes o  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o  No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

Large accelerated filer o Accelerated filer x Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

As of the last business day of the registrant’s most recently completed second fiscal quarter, that being June 30, 2008, the aggregate market value of the registrant’s certificates (shares) of beneficial interest held by non-affiliates of the registrant was $165,705,000 based on the closing sale price as reported on the New York Stock Exchange Euronext – Composite Inter-Market Trading System.

The number of certificates (shares) of beneficial interest outstanding as of the close of the period covered by this report:

Trustees’ Certificates of Beneficial Interest – 1,500,000

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Certificate Holders for the year ended December 31, 2008, attached hereto as Exhibit 13, are incorporated by reference into Part II.

PART I

Item 1. BUSINESS

The Registrant (“Trust” or “we” or “our” or “GNIOP”) owns interests in fee, both mineral and nonmineral lands, on the Mesabi Iron Range in northeastern Minnesota. The Registrant is a conventional nonvoting trust organized under the laws of the State of Michigan pursuant to a Trust Agreement dated December 7, 1906. Because the Trust properties and offices are all located in Minnesota, the Trust and matters affecting the Trust are under the jurisdiction of the Ramsey County District Court in Saint Paul, Minnesota. Income is primarily derived from royalties on iron ore minerals (taconite) mined by our lessees from these properties and minimum royalties. The Registrant is presently involved primarily with the leasing and care of these properties. There have been no significant changes in these functions since the beginning of the fiscal year.

The terms of the Great Northern Iron Ore Properties Trust Agreement, created December 7, 1906, state that the Trust shall continue for twenty years after the death of the last survivor of eighteen persons named in the Trust Agreement. The last survivor of these eighteen persons died on April 6, 1995. Accordingly, the Trust terminates twenty years from April 6, 1995, that being April 6, 2015.

At the end of the Trust on April 6, 2015, the certificates of beneficial interest (shares) in the Trust will cease to trade on the New York Stock Exchange and thereafter will represent only the right to receive certain distributions payable to the certificate holders of record at the time of the termination of the Trust. Upon termination, the Trust is obligated to distribute ratably to these certificate holders the net monies remaining in the hands of the Trustees (after paying and providing for all expenses and obligations of the Trust), plus the balance in the Principal Charges account (this account is explained in the Trust’s Annual Report sent to all certificate holders every year). All other Trust property (most notably the Trust’s mineral properties and the active leases) must be conveyed and transferred to the reversioner (currently Glacier Park Company, a wholly owned subsidiary of ConocoPhillips) under the terms of the Trust Agreement.

1

Item 1. BUSINESS – Continued

The Trust has previously provided information in its various Securities and Exchange Commission filings, including its Annual Report, about the final distribution payable to the certificate holders upon the Trust’s termination. The exact final distribution, though not determinable at this time, will generally consist of the sum of the Trust’s net monies (essentially, total assets less liabilities and properties) and the balance in the Principal Charges account, less any and all expenses and obligations of the Trust upon termination. To offer a hypothetical example, without factoring in any expenses and obligations of the Trust upon its termination, and using the financial statement values as of December 31, 2008, the net monies were approximately $7,345,000 and the Principal Charges account balance was approximately $4,962,000, resulting in a final distribution payable of approximately $12,307,000, or about $8.20 per share. After payment of this final distribution, the certificates of beneficial interest (shares) would be cancelled and have no further value. It is important to note, however, that the actual net monies on hand and the Principal Charges account balance will most likely fluctuate during the ensuing years and will not be “final” until after the termination and wind-down of the Trust. The Trust offers this example to further inform investors about the conceptual nature of the final distribution and does not imply or guarantee a specific known final distribution amount.

The raw materials essential to the business of the Registrant are the minerals contained in properties owned and leased by the Registrant. Because we lease our properties to mining interests that control the amount of ore production, we do not have direct control over the tonnage mined from our properties; we are primarily involved with administering the leases on the properties. Since operating companies insist on freedom to move from property to property as mining requirements dictate, such changes in production cannot be precisely reduced to financial forecasts.

Although the Registrant owns in excess of 67,000 acres in varied fee (surface and/or mineral) and ownership percentage interests in northeastern Minnesota, our mineral interests on the Mesabi Iron Range formation represent 12,033 acres, including approximately 7,443 acres which are wholly owned, 1,080 acres in which the Registrant is a tenant in common with a 91% interest, 3,350 acres in tenancy in common with a 50% interest and 160 acres in tenancy in common with other fractional interests. Of said mineral interest total, 9,415 acres are under lease and 2,618 acres are unleased.

None of the Registrant’s leases provide for any right of renewal by the lessees upon expiration, even though unmined minerals might remain. Any extension of any such terminating lease would have to be negotiated in the same manner as unleased properties.

2

Item 1. BUSINESS – Continued

The Registrant cannot estimate at this time any tonnage for nonmagnetic taconite because of lack of drilling, testing and any established large-scale commercial treatment method for Mesabi Iron Range nonmagnetic taconite. To give a better perspective on magnetic taconite, our engineers estimate that the proven and probable ore reserves of magnetic taconite under lease as of December 31, 2008, were equivalent to approximately 358,807,000 tons of pellets. These ore reserves are developed from exploration drilling (diamond drilling) analyses performed by our lessees (steel and mining companies), with our interaction and assistance, though they have never been audited by any external party as this is not a customary practice. Although the ore reserves generally are adjusted downward each year for taconite pellet shipments, they also may increase due to new leases entered into and/or amendments to existing leases. In addition, reserve adjustments (positive or negative) are made from time to time when additional diamond drilling results in adjustments to the estimates. (See table of current leases within this “Item 1. Business” section for additional reserve information.)

Present leases provide for minimum royalties aggregating approximately $3,596,000 for the year 2009 even if no taconite is mined. This entire amount is attributable to long-term taconite leases.

All leases granted by the Registrant, except some covering remnants of natural ore, have provisions for escalation of royalty rates. Most of the taconite royalty rates are escalated on the basis of the price of pellets, the iron content, the Producers Price Index (PPI) (All Commodities), the PPI (Iron and Steel subgroup) or certain combinations of the above.

There are other landowners on the Mesabi Iron Range, including mining companies and numerous other private fee owners. Accordingly, firm data on competitive conditions in the iron ore industry is not available. Iron ore is also available from a number of other sources. However, the generally close proximity of our lands to the mining facilities tends to provide a competitive advantage to the Trust. In addition, other typical competitive factors include royalty rates, quality and geological characteristics of the ore bodies available, production guarantees granted to the fee owners, minimum royalty provisions and other matters. The Registrant’s non-taconite shipments have presently ceased as a source of income. The mining of taconite by lessees is the most important part of our present business. Future development depends, to a large part, on the demand for taconite from our properties by steel and mining companies.

3

Item 1. BUSINESS – Continued

The Registrant’s royalty income is dependent on the number of tons of taconite shipped from its properties by the lessees, royalty rates, minimum royalties collected and absorption of minimum royalties collected. Following is a summary of shipments by lessee (operating facility) during 2008, 2007 and 2006:

	Pellet Tons Shipped
	2008	2007	2006
Hibbing Taconite Company	3,505,531	2,763,719	3,293,199
U.S. Steel Corporation – Minntac	3,377,329	4,416,137	4,700,864
U.S. Steel Corporation – Keetac	532,620	956,573	857,856
	7,415,480	8,136,429	8,851,919

As previously reported, Section 646 of the Tax Reform Act of 1986, as amended, provided a special elective provision under which the Trust was allowed to convert from taxation as a corporation to that of a grantor trust. Pursuant to an Order of the Ramsey County District Court, the Trustees filed the Section 646 election with the Internal Revenue Service on December 30, 1988. On January 1, 1989, the Trust became exempt from federal and Minnesota corporate income taxes. For years 1989 and thereafter, certificate holders are taxed on their allocable share of the Trust’s income whether or not the income is distributed. For certificate holder tax purposes, the Trust’s income is determined on an annual basis, one-fourth then being allocated to each quarterly record date.

The Trustees provided annual income tax information in January 2009 to certificate holders of record with holdings on any of the four quarterly record dates during 2008. This information included the following:

• Substitute Form 1099-MISC – This form reported the certificate holder’s 2008 allocable share of income from the Trust, distributions declared and any taxes withheld. (Foreign certificate holders received a Form 1042-S.)

• Trust Supplemental Statement – This statement reported the number of units (shares) held by the certificate holder on any of the four quarterly record dates in 2008.

• Tax Return Guide – This guide instructed the certificate holders as to the preparation of their income tax returns with respect to income allocated from the Trust and various deductions allowable.

4

Item 1. BUSINESS – Continued

At December 31, 2008, the Registrant employed ten persons. We have been engaged in only one line of business, namely the leasing and maintenance of our mineral properties. Our business is not seasonal, but income primarily depends upon production by the steel and mining companies that lease our properties. We have no operations in foreign countries. Our customers’ (or lessees’) taconite facilities are all located in northeastern Minnesota, though the ownership interests and/or corporate headquarters are elsewhere, as explained in the footnotes to the table below.

The Registrant maintains a website, which can be found at www.gniop.com. Information about the Registrant posted on the website includes: General Trust information, Securities and Exchange Commission filings (Form 10-K’s, Form 10-Q’s, Form 8-K’s), Annual Reports, Tax Return Guides, Quarterly Distribution Releases, Quarterly Earnings Releases, Court Hearings, Audit Committee Charter, Code of Ethics, Contact and other information. We will, upon request, be pleased to furnish to any certificate holder or investor, free of charge, a paper copy of any of the above documents for any recent year.

The table on the following page is a listing of the Registrant’s current leases, all associated with taconite mining facilities located on the Mesabi Iron Range in northeastern Minnesota near the cities of Hibbing and Virginia. The following footnotes pertain to said table:

(a) Operator of lease is as follows: (1) U.S. Steel Corporation – “Minntac”; (2) U.S. Steel Corporation – Keewatin Taconite Company (“Keetac”); (3) Cliffs Mining Company – Hibbing Taconite Company (“Hibtac”); (4) Essar Steel Minnesota, LLC (“ESM” or “MSI”). The ownership interests and corporate headquarters for the above operators are as follows: Minntac and Keetac owned 100% by U.S. Steel Corporation (Pittsburgh, PA); Hibtac owned 62.3% by Arcelor-Mittal (Luxembourg), 23% by Cliffs Natural Resources Inc. (Cleveland, OH), and 14.7% by U.S. Steel Corporation (Pittsburgh, PA); and ESM owned 100% by Essar Steel Holdings Ltd. (Mauritius), a subsidiary of Essar Global Ltd. (Mumbai, India [Cayman Islands corporation]).

(b) Represents leased mineral acres on iron formation.

(c) Represents other leased surface acres on or off iron formation and/or mineral acres off iron formation.

(d) Represents proven and probable magnetic taconite reserves in pellet tons (rounded to the nearest thousand) remaining as of the end of the fiscal year.

(e) Lessee termination provision is as follows: (1) 1 year; (2) 6 months.

5

Item 1. BUSINESS – Continued

Table of Registrant’s current leases:

Lease (a)	Mineral Acres (b)	Other Acres (c)	Total Number of Leased Acres	Magnetic Ore Reserves in Pellet Tons (000) (d)	GNIOP Interest		County Location	Term (e)
Bennett Annex (2)	237	—	237	—	100	%	St. Louis	1/1/1965 to 12/31/2039	(1)
Carmi-Campbell (2)	1,417	180	1,597	22,549	100		St. Louis	7/1/1959 to 12/31/2010	(1)
Enterprise-Mississippi (incl. Miss. #3 & Stevenson) (2)	696	80	776	14,188	100		St. Louis and Itasca	1/1/1961 to 12/31/2010	(2)
Hanna Taconite #1 (2)	40	—	40	—	100		Itasca	4/1/1962 to 12/31/2010	(2)
Gray Annex (3)	40	—	40	—	50		St. Louis	1/1/1974 to 1/1/2049	(1)
Ontario 50% (3)	1,317	80	1,397	20,740	50		St. Louis and Itasca	7/1/1978 to 12/31/2016	(1)
Ontario 100% (incl. Stevenson Townsite) (3)	280	120	400	15,164	100		St. Louis and Itasca	7/1/1978 to 12/31/2016	(1)
Ontario #3 (3)	40	40	80	457	25		St. Louis	1/2/1993 to 12/31/2016	(1)
Mahoning (3)	940	40	980	35,638	100		St. Louis and Itasca	1/1/1979 to 12/31/2026	(1)
Russell Annex/Theodore (2)	200	—	200	1,106	50		Itasca	1/1/1966 to 12/31/2040	(1)
L&W/Leetonia (3)	80	—	80	2,957	50/~51		St. Louis	1/1/2005 to 12/31/2014	(1)
South Stevenson (2)	180	—	180	17,637	100		St. Louis	4/1/1966 to 4/1/2041	(1)
Minntac (1)	1,525	200	1,725	163,355	100		St. Louis	1/1/1959 to 12/31/2057	(2)
Atkins (1)	160	—	160	15,296	~91		St. Louis	8/1/1984 to 7/31/2009	(2)
MSI 100% (4)	1,190	877	2,067	20,466	100		Itasca	11/29/2006 to 12/31/2036	(2)
MSI BLGN (4)	1,073	—	1,073	29,254	50		Itasca	11/29/2006 to 12/31/2036	(2)
MSI 50% (4)	—	80	80	—	50		Itasca	11/29/2006 to 12/31/2036	(2)
Totals	9,415	1,697	11,112	358,807

6

Item 1A. RISK FACTORS

Certain expectations and projections regarding future performance of the Registrant referenced in this report are forward-looking statements. These expectations and projections are based on currently available industry and financial data and may be subject to certain events and uncertainties beyond our control. We caution readers that in addition to factors described elsewhere in this report, the following factors and comments, among others, could cause our operations and financial results to differ materially from the expectations and projections contained in the forward-looking statements.

The Registrant is dependent on a limited number of customers.

Our lessees (customers) primarily include Minntac and Keetac, owned and operated by U.S. Steel Corporation; Hibtac, owned by Arcelor-Mittal, Cliffs Natural Resources Inc. and U.S. Steel Corporation, and operated by Cliffs Mining Company; and ESM, owned by Essar Steel Holdings Ltd., a subsidiary of Essar Global Ltd., with a new taconite mining and steelmaking facility to be constructed by ESM over the next few years. Because our revenues are primarily dependent upon a limited number of customers, any significant adverse event at any of our primary lessees, or the loss of any of our primary lessees, could materially adversely affect our future financial results.

The Registrant is subject to market forces beyond its control.

A decline in market demand for steel, and correspondingly taconite, could adversely affect our financial results. However, other related and sometimes compensating factors include our lessees’ operating levels, minimum royalties, ore body quality, metallurgical and geological characteristics, and proximity of our lands. Also sometimes affecting taconite production from our lands are extreme weather conditions and labor contracts at the mines. Though we are not a party to the labor contracts, all pertinent labor contracts affecting production from our lands run through August 31, 2012. Additionally, over the past few years, the domestic steel and taconite industries have also been influenced by the global markets. As a result, the future demand for domestic steel and taconite, which is now part of the global markets, is uncertain. It should be noted that the Keetac facility has been temporarily idled due to lower demand for domestic steel and taconite with no start-up date yet available. Similarly, we have been apprised that the Hibtac facility is scheduled to be idled for the summer of 2009 due to lower market demand. While any cut in production by any of our lessees can adversely affect the Trust, continued receipt of minimum royalties do mitigate this effect, in part.

The Registrant’s royalty rates are generally tied to producer price indices.

Royalty rates can fluctuate due to the escalation and de-escalation of producer price indices as a result of provisions present in many of our leases. To the extent these indices decline (All Commodities or the Iron and Steel subgroup), royalty rates, and correspondingly royalty income, could be adversely affected. Conversely, higher producer price indices may increase royalty rates and royalty income.

7

Item 1A. RISK FACTORS – Continued

The loss of grantor trust status would have adverse tax consequences.

Compliance with Section 646 of the Internal Revenue Code is integral to the level of distributions paid to the certificate holders. Should it be determined that we have violated the requirements of Section 646, the Trust would be taxed as a corporation versus a grantor trust. This would mean our income would be taxable upon our receipt and again upon receipt by the certificate holders. It is the Trustees’ opinion that, based on independent tax firm reviews, the Trust has remained in compliance with the provisions of Section 646 since its election in 1988.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 2. PROPERTIES

The Registrant owns interests in fee, both mineral and nonmineral lands, on the Mesabi Iron Range in northeastern Minnesota, many of which are leased to the steel and mining companies that mine the mineral lands for taconite ore. A list of the leased properties is shown in table format in “Item 1. Business” above. The leases provide the lessees exclusive mining rights during the term of such leases. Taconite deposits are substantial, and our ore reserves are deemed proven and probable. The properties have a reversionary interest as explained in “Item 1. Business” above.

Item 3. LEGAL PROCEEDINGS

In proceedings commenced in 1972, the Minnesota Supreme Court determined that while by the terms of the Trust, the Trustees are given discretionary powers to convert Trust assets to cash and to distribute the proceeds to certificate holders, they are limited in their exercise of those powers by the legal duty imposed by well-established law of trusts to serve the interests of both the term beneficiaries and the reversionary beneficiary with impartiality. Thus, the Trustees have no duty to exercise the powers of sale and distribution unless required to do so to serve both term and reversionary interests; and, if the need arises, the Trustees may petition the District Court of Ramsey County, Minnesota, for further instructions defining what is required in a particular case to balance the interests of certificate holders and reversioner. Also, the Court, in effect, held that the Trust is a conventional trust, rather than a business trust, and must operate within the framework of well-established trust law.

By a letter dated April 11, 2008, certificate holders of record as of December 31, 2007, and the reversioner were notified of a hearing on May 7, 2008, in Ramsey County District Court, Saint Paul, Minnesota, for the purpose of settling and allowing the Trust accounts for the year 2007, and also for the purpose of considering requested fee increases in the compensation of the Trustees.

8

Item 3. LEGAL PROCEEDINGS – Continued

By Court Order signed and dated May 12, 2008, the 2007 accounts were settled and allowed in all respects. In addition, the Court granted the requested fee increases of $20,000 per year to the President of the Trustee’s base salary and $20,000 per year to the potential bonus of the President, and an increase of $10,000 per year to each of the other Trustees, all effective July 1, 2008. By previous Orders, the Court settled and allowed the accounts of the Trustees for preceding years of the Trust.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF CERTIFICATE HOLDERS

None.

PART II

Item 5. MARKET FOR REGISTRANT’S SHARES OF BENEFICIAL INTEREST, RELATED SECURITY HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Shares of Beneficial Interest, Market Prices and Distributions on pages 5 and 6 of the Annual Report to Certificate Holders for the year ended December 31, 2008, attached hereto as Exhibit 13, are incorporated herein by reference. There are no issuer purchases of equity securities. No performance graph is required, as the Registrant is a nonvoting trust and the Trustees are not elected by the certificate holders; therefore, the performance graph has been omitted.

Item 6. SELECTED FINANCIAL DATA

Selected Financial Data (Summary of Operations) on page 2 of the Annual Report to Certificate Holders for the year ended December 31, 2008, attached hereto as Exhibit 13, is incorporated herein by reference.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Trustees’ & Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 3 through 9, inclusive, of the Annual Report to Certificate Holders for the year ended December 31, 2008, attached hereto as Exhibit 13, are incorporated herein by reference.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

9

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial statements of the Registrant are included in the Annual Report to Certificate Holders for the year ended December 31, 2008, attached hereto as Exhibit 13, and are incorporated herein by reference:

Balance Sheets – December 31, 2008 and 2007.

Statements of Beneficiaries’ Equity – Years ended December 31, 2008, 2007 and 2006.

Statements of Income – Years ended December 31, 2008, 2007 and 2006.

Statements of Cash Flows – Years ended December 31, 2008, 2007 and 2006.

Notes to Financial Statements – December 31, 2008.

Quarterly Results of Operations (unaudited), as shown in “Note H” of the Notes to the Financial Statements contained in the Annual Report to Certificate Holders for the year ended December 31, 2008, attached hereto as Exhibit 13, are incorporated herein by reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Trust conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the Trust’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Trust’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Trust in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Management’s Report On Internal Control Over Financial Reporting on page 10 of the Annual Report to Certificate Holders for the year ended December 31, 2008, attached hereto as Exhibit 13, is incorporated herein by reference.

10

Item 9A. CONTROLS AND PROCEDURES – Continued

The Report Of Ernst & Young LLP, Independent Registered Public Accounting Firm, On Internal Control Over Financial Reporting on pages 25 and 26 of the Annual Report to Certificate Holders for the year ended December 31, 2008, attached hereto as Exhibit 13, is incorporated herein by reference.

There was no change in the Trust’s internal control over financial reporting during the Trust’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Item 9B. OTHER INFORMATION

None.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Registrant, being a trust, has no directors as such. The management of the Trust is vested in the following Trustees (who are not employees of the Trust) and officers whose terms of office are not fixed for a specified time:

Name and Position		Age	Years of Service in Position
Joseph S. Micallef	as Trustee	75	32
	as President of the Trustees and Chief Executive Officer		10
Roger W. Staehle (1)	as Independent Trustee	75	27
Robert A. Stein (2)	as Independent Trustee	70	27
John H. Roe, III (3)	as Independent Trustee	69	7
Thomas A. Janochoski	as Vice President & Secretary and Chief Financial Officer	50	17

______________________

⁽¹⁾ Roger W. Staehle is an independent member, pursuant to NYSE standards, of the Trust’s Audit Committee.

⁽²⁾ Robert A. Stein is an independent member, pursuant to NYSE standards, and the chairman of the Trust’s Audit Committee. He is deemed, for purposes thereto, to be a financial expert. He also presides at all non-management executive sessions.

⁽³⁾ John H. Roe, III is an independent member, pursuant to NYSE standards, of the Trust’s Audit Committee. He is deemed, for purposes thereto, to be a financial expert.

11

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE – Continued

The Board of Trustees meets quarterly throughout the year. The principal occupations of the Trustees and officers during the last five years are as follows:

JOSEPH S. MICALLEF

President of the Trustees and Chief Executive Officer, Great Northern Iron Ore Properties.

ROGER W. STAEHLE

Adjunct Professor, Institute of Technology, University of Minnesota;
Industrial Consultant.

ROBERT A. STEIN

Everett Fraser Professor of Law, University of Minnesota as of September 1, 2006;

Executive Director and Chief Operating Officer, American Bar Association, until October 15, 2006.

JOHN H. ROE, III

Retired Chairman of the Board, Bemis Company, Inc., Minneapolis, Minnesota, as of May 5, 2005.

THOMAS A. JANOCHOSKI

Vice President & Secretary, Chief Financial Officer, Great Northern Iron Ore Properties.

Executive employees in addition to those listed above include Roger P. Johnson, Manager of Mines and Chief Engineer.

There are no family relationships among any of the above persons.

Item 11. EXECUTIVE COMPENSATION

Summary Compensation Table^(a)

Name and Principal Position	Year	Salary		Bonus		Pension Values(b)		Total
Joseph S. Micallef	2008	$	170,000	$	80,000	$	—	$	250,000
Chief Executive Officer and	2007		160,000		60,000		—		220,000
President of the Trustees	2006		160,000		60,000		—		220,000
Thomas A. Janochoski	2008		150,200		8,000		72,625		230,825
Chief Financial Officer and	2007		145,767		6,000		30,992		182,759
Vice President & Secretary	2006		139,600		6,000		70,775		216,375

12

Item 11. EXECUTIVE COMPENSATION – Continued

Notes: (a) There are no Stock Awards, Option Awards, Non-equity Incentive Plan Compensation or All Other Compensation and, accordingly, such columns in the table and any corresponding supplemental tables have been omitted. (b) Pension Values represent “Change in Pension Value and Nonqualified Deferred Compensation Earnings,” if applicable.

Compensation Discussion and Analysis

The Trust has only two executive officers, the Chief Executive Officer and President of the Trustees (“CEO”) and the Chief Financial Officer and Vice President & Secretary (“CFO”), as shown above in the Summary Compensation Table. No other Trust personnel receive compensation in excess of these named executives. The compensation for the Trust’s other directors (Trustees other than the CEO) is discussed and shown below under a separate table.

The compensation of the Trustees and CEO is established by the Trust Agreement (as modified by Court Orders). That is, the CEO does not participate in setting his own compensation. In addition, the Board of Trustees, as a whole, establishes and approves of all compensation for all employees of the Trust (including that of the CFO).

Compensation Committee Report & Interlocks and Insider Participation

The Board of Trustees, as a whole, has reviewed and discussed this Compensation Discussion and Analysis (“CD&A”) with management and, based on such review and discussion, has recommended that the CD&A be included in the Registrant’s annual report. The Board of Trustees has not designated a separate compensation committee, and the Trustees take all actions with respect to compensation themselves due to their trustee fiduciary obligations pursuant to the Trust Agreement. This report is respectfully submitted by Joseph S. Micallef, Roger W. Staehle, Robert A. Stein and John H. Roe, III, collectively as the Board of Trustees of Great Northern Iron Ore Properties.

Chief Executive Officer/President of the Trustees (CEO) Compensation

The Trust Agreement (as modified by Court Orders, the last being effective July 1, 2008) provides for current annual compensation (salary) to the CEO of $180,000. The Trust Agreement (as modified by Court Orders, the last being effective July 1, 2008) also provides for current additional compensation (bonus) to the CEO equal to one percent (1%) of the excess of annual gross income of the Trust over $5,000,000, with a maximum bonus of $80,000.

13

Item 11. EXECUTIVE COMPENSATION – Continued

The original 1906 Trust Agreement provided for compensation to the CEO of $25,000, plus a maximum bonus equal to one percent (1%) of the excess of annual gross income of the Trust over $5,000,000, with a maximum bonus of $25,000. Between 1906 and 1982, the compensation of the CEO had never been adjusted. Because of the time-consuming court proceedings that occurred in the 1970s and 1980s, and the fact that there had not been an increase in compensation since the inception of the Trust, the Trustees petitioned the Court for an increase in compensation to reflect, in part, their increased time commitments and inflation over the years. By Court Order effective January 1, 1983, the CEO’s compensation was adjusted to $40,000, and the maximum bonus was adjusted to $35,000. Thereafter, because of increased duties under today’s regulatory environment and further inflation, the Trustees have, from time to time, petitioned the Court for additional compensation increases, essentially based on the increases in the Consumer Price Index since 1983. This petition process includes notification to all certificate holders of record and the reversioner, followed by a formal Court hearing and opportunity by certificate holders and reversioner to comment. The Court, taking into consideration any and all testimony and other materials filed, has approved of increases to the CEO’s compensation a total of seven different times since 1906, the last being effective on July 1, 2008.

Because the compensation of the CEO is set forth by the Trust Agreement (as modified by Court Orders), there are no stock awards, option awards, non-equity incentive plan compensation, change in pension value and nonqualified deferred compensation earnings or all other compensation. Accordingly, such columns in the table and the corresponding supplemental tables have been omitted.

Chief Financial Officer/Vice President & Secretary (CFO) Compensation

The Board of Trustees, as a whole, determines the compensation of all employees of the Trust, including that of the CFO. The objective for determining the compensation of the CFO is to provide a competitive salary based on market data obtained from time to time, as deemed necessary, representative of other chief financial officers’ responsibilities and pay scales within other similar-sized companies. To determine reasonable and competitive salary ranges for all employees of the Trust, including the CFO, the Trustees retained independent market research firms to obtain market data reflective of each specific position. Studies were performed and obtained in 1990 and updated again in 2001. With respect to the CFO’s base salary, the market salary averages and ranges obtained in the 2001 study reflected compensation paid to various chief financial officers in 47 different, similar-sized organizations (representing the lower twenty-five percent quartile of all companies sampled).

14

Item 11. EXECUTIVE COMPENSATION – Continued

Since 2001, the Trustees have extrapolated the historical salary percentage increase that occurred between 1990 and 2001 forward to current year dollars or, if greater, adjusted the salary ranges based on the change in the Consumer Price Index since 2001. The Trustees intend to target the CFO’s base salary to fall within the range of this 2001 study, as extrapolated to current year dollars, which said CFO base salary does fall within said range.

In addition to the CFO’s base salary, the Summary Compensation Table includes $7,300, $6,900 and $5,100 under the column heading “Salary” for nonqualified deferred compensation plan contributions accrued by the Trust for the benefit of the CFO for the years 2008, 2007 and 2006, respectively (as discussed and shown below under a separate table).

The CFO’s bonus compensation was established in 2001 to reward the CFO for any productive year by the Trust that effectively results in gross revenues in excess of $5,000,000, the same threshold used for the bonus calculation of the CEO. The CFO’s bonus compensation is equal to ten percent (10%) of the CEO’s bonus compensation, resulting in a current maximum annual bonus of $8,000.

The increase in the actuarial present value of accumulated benefits under the column heading “Pension Values” for the CFO within the Trust’s defined benefit pension plan (as discussed and shown below under a separate table) amounted to $72,625, $29,231 and $70,775 for the years 2008, 2007 and 2006, respectively. The CFO participates in the pension plan, along with all other employees, on a nondiscriminatory basis.

In addition to the CFO’s compensation attributed to the increase in the actuarial present value of accumulated benefits as stated above, the column heading “Pension Values” also includes $0, $1,761 and $0 of above-market returns pertaining to nonqualified deferred compensation earnings accrued by the Trust for the benefit of the CFO for the years 2008, 2007 and 2006, respectively, under the nonqualified deferred compensation plan (as discussed and shown below under a separate table).

The CFO does not receive any stock awards, option awards or non-equity incentive plan compensation. Accordingly, such columns in the table and the corresponding supplemental tables have been omitted. In addition, the CFO did not receive any other compensation that would require disclosure under the column heading “All Other Compensation.”

15

Item 11. EXECUTIVE COMPENSATION – Continued

Post-Employment Compensation

Pension Benefits Table

Name	Plan Name	Number of Years Credited Service	Present Value of Accumulated Benefit		Payments During Last Fiscal Year
Thomas A. Janochoski (CFO)	Defined Benefit Pension Plan	19	$	549,137	$	—

Only employees of the Trust (not Trustees) are eligible to participate in the Trust’s pension plan and, as such, post-employment compensation disclosure is not applicable for the CEO or the other Trustees. The CFO, as an employee of the Trust, does participate in the Trust’s defined benefit pension plan on a nondiscriminatory basis with the other employees of the Trust.

The Number of Years Credited Service reflects the years of credited service currently vested as of December 31, 2008. The normal retirement benefit is a straight life annuity as of the end of the Trust and is based on the highest sixty (60) consecutive months average salary (annualized), the years of credited service and three percent (3%) per year of credited service, as defined in the pension plan. The pension plan also provides for a $500/month supplemental bridge payment (a nondiscriminatory benefit) that begins as of the end of the Trust (due to an involuntary early retirement resulting from Trust termination) and continues until the earlier of the participant’s death or attainment of age 65. The early retirement age, as defined in the pension plan, is the earliest date that the participant could elect early retirement based on the participant’s years of credited service and the participant’s age, the sum of which must equal or exceed 65. The CFO is currently eligible to elect an early retirement benefit. The early retirement benefit is calculated similar to the normal retirement benefit, except the percentage used for years of credited service equals two and one-quarter percent (2 1/4%), and the benefit is reduced by 1/15 for each of the first five years preceding age 65 and by 1/30 for each year before that until the early retirement age is reached, and the $500/month supplemental bridge payment is not applicable. However, if an employee is eligible for early retirement as of the end of the Trust, the employee’s benefit will be unreduced, similar to the calculation of the normal retirement benefit. Actuarial equivalent annuity options are also available to all participants in the pension plan in lieu of a straight life annuity.

16

Item 11. EXECUTIVE COMPENSATION – Continued

Nonqualified Deferred Compensation Table

Name	Executive Contributions in the Last Fiscal Year		Registrant Contributions in the Last Fiscal Year		Aggregate Earnings in the Last Fiscal Year		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last Fiscal Year-End
Thomas A. Janochoski (CFO)	$	—	$	7,300	$	2,800	$	—	$	57,600

The Trustees established a nonqualified deferred compensation plan for the CFO in 2001. The Registrant’s contributions to the deferred compensation plan for the CFO represent the difference between (i) what the CFO is limited to contributing to his account within a 401(k) Supplemental Retirement Plan (a plan provided on a nondiscriminatory basis to all employees, without company match or profit sharing) because of his “highly compensated employee” status as defined by IRS regulations, and (ii) the maximum amount other employees, subject to IRS thresholds, are permitted to contribute to their accounts.

Aggregate Earnings represent interest earned on the Aggregate Balance within the deferred compensation plan. The interest percentage used to determine interest earned is the greater of five percent or the actual one-year current return achieved within the Trust’s defined benefit pension plan. The Aggregate Balance is distributable at the earliest of (i) the CFO’s termination of employment, (ii) the termination of the Trust (April 6, 2015), (iii) the CFO’s termination of employment due to disability, or (iv) the CFO’s death.

Of the total $7,300 in Registrant Contributions and total $2,800 in Aggregate Earnings listed in the table above, $7,300 (deferred compensation) and $0 (above-market earnings) were included in the Summary Compensation Table under the respective column headings “Salary” and “Pension Values” for the year 2008. In addition, of the total $57,600 Aggregate Balance listed in the table above, $6,900 and $5,100 (deferred compensation) were included in the Summary Compensation Table under the column heading “Salary” for the years 2007 and 2006, respectively; and $1,761 and $0 (above-market earnings) were included in the Summary Compensation Table under the column heading “Pension Values” for the years 2007 and 2006, respectively.

17

Item 11. EXECUTIVE COMPENSATION – Continued

Compensation of Directors/Trustees (Other Than the CEO)

Directors Compensation Table

Name	Current Fiscal Year Fees Earned or Paid in Cash
Roger W. Staehle, Trustee	$	65,000
Robert A. Stein, Trustee		65,000
John H. Roe, III, Trustee		65,000

The Trust Agreement (as modified by Court Orders, the last being effective July 1, 2008) provides for current annual compensation (fees) to each Trustee (other than the CEO) of $70,000.

The original 1906 Trust Agreement provided for compensation of $10,000 to each of the other Trustees (other than the CEO). Between 1906 and 1982, the compensation of the Trustees (other than the CEO) had never been adjusted. Because of the time-consuming court proceedings that occurred in the 1970s and 1980s, and the fact that there had not been an increase in compensation since the inception of the Trust, the Trustees petitioned the Court for an increase in compensation to reflect, in part, their increased time commitments and inflation over the years. By Court Order effective January 1, 1983, the Trustees’ (other than the CEO) compensation was adjusted to $20,000. Thereafter, because of increased duties under today’s regulatory environment and further inflation, the Trustees have, from time to time, petitioned the Court for additional compensation increases, essentially based on the increases in the Consumer Price Index since 1983. This petition process includes notification to all certificate holders of record and the reversioner, followed by a formal Court hearing and opportunity by certificate holders and reversioner to comment. The Court, taking into consideration any and all testimony and other materials filed, has approved of increases to the Trustees (other than the CEO) a total of six different times since 1906, the last being effective on July 1, 2008.

Because the compensation of the Trustees (other than the CEO) is set forth by the Trust Agreement (as modified by Court Orders), there are no stock awards, option awards, non-equity incentive plan compensation, change in pension value and nonqualified deferred compensation earnings or all other compensation. Accordingly, such columns in the table and the corresponding supplemental tables have been omitted.

18

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SECURITY HOLDER MATTERS

(a) The only authorized securities of the Registrant are Trustees’ Certificates of Beneficial Interest. These securities are traded on the New York Stock Exchange under the ticker symbol “GNI” (CUSIP No. 391064102). The holders of these securities do not have voting rights. The Trust is not aware of any entities holding more than 5% of the Certificates of Beneficial Interest outstanding, of record and/or beneficially, as of December 31, 2008.

(b) There were no Certificates of Beneficial Interest of Great Northern Iron Ore Properties owned or pledged by the Trustees or officers of the Trust as of December 31, 2008.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

There are no certain relationships or related transactions requiring disclosure under this section. Director independence is set forth in “Item 10. Directors, Executive Officers and Corporate Governance” of this report.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

All audit and non-audit services (printing and reproduction services) were preapproved by the Audit Committee. Fees paid in 2008 for the annual audit services are $76,600, for audited-related services are $6,350, for tax services are $0 and for all other services are $3,000. Fees paid in 2007 for the annual audit services were $73,700, for audit-related services were $1,300, for tax services were $0 and for all other services were $3,000.

19

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1) The following financial statements of Great Northern Iron Ore Properties are included in the Registrant’s Annual Report to Certificate Holders for the year ended December 31, 2008, attached hereto as Exhibit 13, and are incorporated by reference in Item 8:

Balance Sheets – December 31, 2008 and 2007.

Statements of Beneficiaries’ Equity – Years ended December 31, 2008, 2007 and 2006.

Statements of Income – Years ended December 31, 2008, 2007 and 2006.

Statements of Cash Flows – Years ended December 31, 2008, 2007 and 2006.

Notes to Financial Statements – December 31, 2008.

(2) All Item 15(c) schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

(3) Listing of Exhibits – See the “Exhibit Index” immediately following the signature page.

(b) Exhibits – The response to this portion of Item 15 is set forth above in Item 15(a)(3) of this report.

(c) Financial Statement Schedules – The response to this portion of Item 15 is set forth above in Item 15(a)(2) of this report.

20

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)

/s/ Joseph S. Micallef	February 26, 2009
Joseph S. Micallef, Chief Executive Officer, Trustee and President of the Trustees	Date

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Roger W. Staehle	February 26, 2009
Roger W. Staehle, Trustee	Date

/s/ Robert A. Stein	February 26, 2009
Robert A. Stein, Trustee	Date

/s/ John H. Roe, III	February 26, 2009
John H. Roe, III, Trustee	Date

/s/ Thomas A. Janochoski	February 26, 2009
Thomas A. Janochoski, Vice President & Secretary, Chief Financial Officer, and in the capacity of Principal Accounting Officer	Date

21

ANNUAL REPORT ON FORM 10-K

EXHIBIT INDEX

YEAR ENDED DECEMBER 31, 2008

GREAT NORTHERN IRON ORE PROPERTIES

W-1290 First National Bank Building

332 Minnesota Street

Saint Paul, Minnesota 55101-1361

Exhibit No.	Document
3	Copy of Trust Agreement and Rules and Regulations for Management of the Trust (filed as Exhibit A to Great Northern Iron Ore Properties Form 11, filed on May 6, 1935, as published under date of March 30, 1935, and incorporated by reference)
4	Specimen of Securities Registered Hereunder (filed as Exhibit E to Great Northern Iron Ore Properties Form 11, filed on May 6, 1935, as published under date of March 30, 1935, and incorporated by reference)
10.1	Court Order on Trustees’ Compensation (and annual hearing of accounts), dated May 12, 2008, but effective July 1, 2008 (filed as Exhibit 10.1 to Great Northern Iron Ore Properties Form 8-K, filed on May 12, 2008, and incorporated by reference)
10.2	U.S. Steel Corporation Minntac January 1, 1959 Lease and Operating Agreement and all subsequent amendments through September 12, 2003 (filed as Exhibit 10.2 to Great Northern Iron Ore Properties Form 10-Q, filed on July 24, 2008, and incorporated by reference, subject to a confidential treatment request as to certain portions of this exhibit that was filed separately with and granted by the Securities and Exchange Commission)
10.3	Hibbing Taconite Company Mahoning January 1, 1979 Lease and Operating Agreement and all subsequent amendments through January 1, 2006 (filed as Exhibit 10.3 to Great Northern Iron Ore Properties Form 10-Q, filed on July 24, 2008, and incorporated by reference, subject to a confidential treatment request as to certain portions of this exhibit that was filed separately with and granted by the Securities and Exchange Commission)

EXHIBIT INDEX – Continued

Exhibit No.	Document
13	Annual Report to Certificate Holders
23	Consent of Independent Registered Public Accounting Firm
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished but not filed)
99	Report of Audit Committee

EX-13

Exhibit 13

Annual Report to Certificate Holders

GREAT NORTHERN IRON

ORE PROPERTIES

________________

ONE HUNDRED SECOND

ANNUAL REPORT OF THE TRUSTEES

TO CERTIFICATE HOLDERS

FOR

YEAR ENDED DECEMBER 31, 2008

GREAT NORTHERN IRON ORE PROPERTIES

W-1290 First National Bank Building

332 Minnesota Street

Saint Paul, Minnesota 55101-1361

(651) 224-2385

Fax (651) 224-2387

Website: www.gniop.com

________________

TRUSTEES	OFFICERS
JOSEPH S. MICALLEF   President of the Trustees ROGER W. STAEHLE* ROBERT A. STEIN* JOHN H. ROE, III* *Audit Committee	JOSEPH S. MICALLEF   Chief Executive Officer THOMAS A. JANOCHOSKI   Chief Financial Officer   Vice President & Secretary ROGER P. JOHNSON   Chief Engineer   Manager of Mines

________________

SHAREHOLDER RELATIONS DEPARTMENT, TRANSFER OFFICE

AND REGISTRAR

Wells Fargo Bank, N.A.

P.O. Box 64854

Saint Paul, Minnesota 55164-0854

Toll-free: 1-800-468-9716

MESABI IRON RANGE OFFICE

801 East Howard Street

Hibbing, Minnesota 55746-0429

(218) 262-3886

Fax (218) 262-4295

GREAT NORTHERN IRON ORE PROPERTIES

SUMMARY OF OPERATIONS

	Year Ended December 31
	2008			2007			2006			2005			2004
Shipments from our mines (pellet tons)		7,415,480			8,136,429			8,851,919			8,673,198			9,167,200
Royalties	$	20,058,791		$	16,586,881		$	17,045,244		$	17,998,451		$	14,141,775
Other income	$	716,617		$	609,738		$	509,437		$	362,761		$	305,623
Net income	$	17,632,148		$	14,452,437		$	14,773,035		$	15,720,620		$	12,242,010
Total assets	$	19,943,203		$	17,525,876		$	18,510,076		$	19,455,519		$	18,407,999
Liability for pension benefits (see Note E to the Financial Statements)	$	1,889,417		$	979,064		$	1,237,412		$	—		$	—
Average shares outstanding		1,500,000			1,500,000			1,500,000			1,500,000			1,500,000
Earnings per share, based on weighted-average shares outstanding during the year	$	11.75		$	9.63		$	9.85		$	10.48		$	8.16
Declared distributions per share	$	11.70	(1)	$	10.00	(2)	$	10.30	(3)	$	10.40	(4)	$	8.20	(5)

________________

(1) $2.00 pd 4/30/08; $2.10 pd 7/31/08; $3.10 pd 10/31/08; $4.50 pd 1/30/09

(2) $2.00 pd 4/30/07; $2.30 pd 7/31/07; $2.80 pd 10/31/07; $2.90 pd 1/31/08

(3) $2.00 pd 4/28/06; $2.20 pd 7/31/06; $2.80 pd 10/31/06; $3.30 pd 1/31/07

(4) $2.20 pd 4/29/05; $2.40 pd 7/29/05; $2.80 pd 10/31/05; $3.00 pd 1/31/06

(5) $1.80 pd 4/30/04; $1.90 pd 7/30/04; $2.10 pd 10/29/04; $2.40 pd 1/31/05

2

Trustees’ & Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Overview:  Great Northern Iron Ore Properties (the Trust) is a conventional nonvoting trust organized under the laws of the State of Michigan pursuant to a Trust Agreement dated December 7, 1906. The Trust owns interests in fee, both mineral and nonmineral lands, on the Mesabi Iron Range in northeastern Minnesota. Many of these properties are leased to steel and mining companies that mine the mineral lands for taconite iron ore. The Trust has no subsidiaries. With the properties and offices all located in Minnesota, the Trust and matters affecting the Trust are under the jurisdiction of the Ramsey County District Court in Saint Paul, Minnesota.

During 2008, the major source of income to the Trust was royalty income derived from taconite production and minimum royalties. Certain leases provide the steel and mining companies the ability to offset excess royalties (over the minimum royalty requirements) due on future taconite production, if any and when mined, against minimum royalties paid in prior periods. A “Summary of Shipments” is tabulated on the last page of this report.

The terms of the Great Northern Iron Ore Properties Trust Agreement, created December 7, 1906, state that the Trust shall continue for twenty years after the death of the last survivor of eighteen persons named in the Trust Agreement. The last survivor of these eighteen persons died on April 6, 1995. Accordingly, the Trust terminates twenty years from April 6, 1995, that being April 6, 2015.

At the end of the Trust on April 6, 2015, the certificates of beneficial interest (shares) in the Trust will cease to trade on the New York Stock Exchange and thereafter will represent only the right to receive certain distributions payable to the certificate holders of record at the time of the termination of the Trust. Upon termination, the Trust is obligated to distribute ratably to these certificate holders the net monies remaining in the hands of the Trustees (after paying and providing for all expenses and obligations of the Trust), plus the balance in the Principal Charges account (see Note D to the Financial Statements). All other Trust property (most notably the Trust’s mineral properties and the active leases) must be conveyed and transferred to the reversioner (currently Glacier Park Company, a wholly owned subsidiary of ConocoPhillips) under the terms of the Trust Agreement.

The exact final distribution, though not determinable at this time, will generally consist of the sum of the Trust’s net monies (essentially, total assets less liabilities and properties) and the balance in the Principal Charges account, less any and all expenses and obligations of the Trust upon termination. To offer a hypothetical example, without factoring in any expenses and obligations of the Trust upon its termination, and using the financial statement values as of December 31, 2008, the net monies were approximately $7,345,000 and the Principal Charges account balance was approximately $4,962,000, resulting in a final distribution payable of

3

approximately $12,307,000, or about $8.20 per share. After payment of this final distribution, the certificates of beneficial interest (shares) would be cancelled and have no further value. It is important to note, however, that the actual net monies on hand and the Principal Charges account balance will most likely fluctuate during the ensuing years and will not be “final” until after the termination and wind-down of the Trust. The Trust offers this example to further inform investors about the conceptual nature of the final distribution and does not imply or guarantee a specific known final distribution amount.

The Trust is primarily involved with the leasing and care of its properties. The management of the Trust is vested in the Trustees. The Trustees have no duty to sell property unless required to do so to serve both the term beneficiaries and the reversionary beneficiary impartially; and, if the need arises, the Trustees may petition the Court for further instructions defining what is required in a particular case to balance the interests of the certificate holders and reversioner. The major source of income to the Trust is earned royalties derived from taconite production from the Trust’s properties by the Trust’s lessees (customers) and minimum royalties, pursuant to mineral leases. “Earned royalties” are based on the taconite tonnage extracted (also referred to as produced or shipped) from the Trust’s lands applied to a royalty rate as defined in the various specific and confidential operating agreements (also referred to as leases) with the Trust’s lessees. Certain leases have “minimum royalty” provisions that require the lessee to remit to the Trust current year rental or minimum royalty income for holding the leasehold interest. The leases are generally very long-term in nature and, while they periodically are amended at the request of a lessee, the Trust is bound by the lease provisions throughout the term of the lease.

Pursuant to a Court Order in 1988, the Trustees filed an election under Section 646 of the Tax Reform Act of 1986, as amended, of the Internal Revenue Code with the Internal Revenue Service that allowed the Trust to be taxed as a grantor trust versus a corporation. Accordingly, certificate holders (shareholders) are taxed on their allocable share of the Trust’s income whether or not the income is distributed.

The Trustees provided annual income tax information in January 2009 to certificate holders of record with holdings on any of the four quarterly record dates during 2008. This information included the following:

Substitute Form 1099-MISC — This form reported the certificate holder’s 2008 allocable share of income from the Trust, distributions declared and any taxes withheld. (Foreign certificate holders received a Form 1042-S.)

Trust Supplemental Statement — This statement reported the number of units (shares) held by the certificate holder on any of the four quarterly record dates in 2008.

Tax Return Guide — This guide instructed the certificate holders as to the preparation of their income tax returns with respect to income allocated from the Trust and various deductions allowable.

4

Shares of beneficial interest in the Trust are traded on the New York Stock Exchange under the ticker symbol “GNI” (CUSIP No. 391064102). There were 1,203 certificate holders of record on December 31, 2008. The high and low prices for the quarterly periods commencing January 1, 2007, through December 31, 2008, inclusive, were as follows:

	2008				2007
Quarter	High		Low		High		Low
First	$	145.91	$	108.00	$	134.00	$	111.70
Second		132.01		105.35		120.12		102.50
Third		116.38		65.00		120.00		110.00
Fourth		94.25		39.91		136.00		117.20

Results of Operations:  Royalties for 2008 were greater than those of 2007 primarily due to an overall higher average earned royalty rate caused by escalation of producer price indices, offset in part by reduced taconite mining on our lands. Royalties for 2007 were less than those of 2006 primarily due to reduced taconite mining on our lands, offset in part by an overall higher average earned royalty rate caused by escalation of producer price indices. Other income for 2008 was greater than that of 2007 primarily due to the receipt of increased fees associated with an agreement pertaining to the new Essar Steel Minnesota, LLC taconite mining and steelmaking facility to be constructed on the Mesabi Iron Range. Other income for 2007 was greater than that of 2006 primarily due to an overall improved yield on our funds held for investment. Expenses for 2008 were greater than those of 2007 primarily due to the Trust’s implementation of mineral land amortization (see Note B to the Financial Statements). Expenses for 2007 were comparable to those of 2006. Net income for 2008 was the highest in the history of the Trust, greater than that of 2007 primarily due to increased Royalties (as explained above). Net income for 2007 was less than that of 2006 primarily due to the decreased Royalties (as explained above). The liability for pension benefits as of December 31, 2008 was greater than that as of December 31, 2007 primarily due to the loss incurred in 2008 on pension plan assets. The liability for pension benefits as of December 31, 2007 was less than that as of December 31, 2006 primarily due to the return achieved in 2007 on pension plan assets. Please refer to Note E to the Financial Statements for additional pension plan information.

The Trustees declared four quarterly distributions in 2008 totaling $11.70 per share. The first, in the amount of $2.00 per share, was paid on April 30, 2008, to certificate holders of record on March 31, 2008; the second, in the amount of $2.10 per share, was paid on July 31, 2008, to certificate holders of record on June 30, 2008; the third, in the amount of $3.10 per share, was paid on October 31, 2008, to certificate holders of record on September 30, 2008; and the fourth, in the amount of $4.50 per share, was paid on January 30, 2009, to certificate holders of record on December 31, 2008.

The Trustees declared four quarterly distributions in 2007 totaling $10.00 per share. The first, in the amount of $2.00 per share, was paid on April 30, 2007, to

5

certificate holders of record on March 30, 2007; the second, in the amount of $2.30 per share, was paid on July 31, 2007, to certificate holders of record on June 29, 2007; the third, in the amount of $2.80 per share, was paid on October 31, 2007, to certificate holders of record on September 28, 2007; and the fourth, in the amount of $2.90 per share, was paid on January 31, 2008, to certificate holders of record on December 31, 2007.

The Trustees intend to continue quarterly distributions and set the record date as of the last business day of each quarter. The next distribution will be paid in late April 2009 to certificate holders of record on March 31, 2009.

Liquidity:  In the interest of preservation of principal of Court-approved reserves and guided by the restrictive provisions of Section 646 of the Tax Reform Act of 1986, as amended, monies are invested primarily in United States Treasury securities with maturity dates not to exceed three years and, along with cash flows from operations, are deemed adequate to meet currently foreseeable liquidity needs. The following is a table of the Trust’s contractual obligations as of December 31, 2008:

	Payments Due by Period
	Total		Less than 1 year		1 – 3 years		3 – 5 years		More than 5 years
Minimum Pension Contributions (see Note E to the Financial Statements)	$	1,889,417	$	336,046	$	672,092	$	672,092	$	209,187
Deferred Compensation		124,800		—		—		—		124,800
St. Paul Office Leases (see Note G to the Financial Statements)		30,912		30,912		—		—		—

The “Minimum Pension Contributions” in the above table represent the current year minimum contribution required to fund the pension plan pursuant to ERISA regulations, which is extended to future years until the pension liability on the balance sheet is funded.

Critical Accounting Policies:  Royalties from the Trust’s mineral leases are taken into income as earned. Tonnage extracted is agreed upon between Trust and lessee engineers based on various engineering methods, which include truck counts, volumetric surveys and blast pattern estimates. Many of the leases provide for escalation or de-escalation that, for the most part, is based on independent producer price indices as published by the U.S. Department of Labor — Bureau of Labor Statistics. In addition, a number of the Trust’s leases have minimum royalty provisions that require the lessee to remit to the Trust current year rental or minimum royalty income for holding the leasehold interest, regardless of production. These minimum royalties can accumulate and do allow the steel and mining companies the ability to offset excess royalties (over the minimum royalty

6

requirements) on future taconite production. Minimum royalties, if not recovered before the termination of the lease, are forfeitable and are not refundable under any circumstance.

Pension Plan Valuations are based on a number of assumptions used to determine the benefit obligation and net periodic pension cost. These assumptions are evaluated annually by the Trustees and management in conjunction with outside actuaries. Assumptions affecting the pension plan valuations include the discount rate, compensation increase level and expected long-term rate of return on plan assets. These assumptions reflect and incorporate the expected cash flow payouts of the pension plan given the determinate time frame to the termination of the Trust. Please refer to Note E to the Financial Statements for additional pension plan information.

The Principal Charges account represents a first and prior lien of certificate holders on any property transferable to the reversioner at the end of the Trust and reflects an allocation of beneficiaries’ equity between the certificate holders and the reversioner. This Court-ordered account is neither an asset nor a liability of the Trust. Rather, this account maintains and represents a balance that will be payable to the certificate holders of record from the reversioner at the end of the Trust. The account balance, as stated in Note D to the Financial Statements, primarily represents the costs of acquiring homes and surface lands in accordance with provisions of a lease with U.S. Steel Corporation. This account balance, which may increase or decrease, will be added to the cash distributable to the certificate holders of record at the termination of the Trust.

Recently Adopted Accounting Standards:  In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, but applies under other accounting pronouncements that require or permit fair value measurements. The effective date of SFAS No. 157 for non financial assets and liabilities that are not recognized or disclosed at fair value on a recurring basis has been delayed to fiscal years beginning after November 15, 2008. Therefore, we have deferred application of SFAS No. 157 to such non financial assets and non financial liabilities until January 1, 2009. Effective January 1, 2008, the Trust adopted the provisions of SFAS No. 157 as it relates to financial assets and liabilities recognized or disclosed at fair value on a recurring basis. The adoption of the effective portion of SFAS No. 157 had no impact on the Trust’s financial statements, as the Trust does not have any financial assets or liabilities required to be recognized or disclosed at fair value on a recurring basis.

In May 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 162 “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 is intended to improve

7

financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with United States generally accepted accounting principles. SFAS No. 162 is not expected to have any impact on the Trust.

Forward-Looking and Cautionary Statements:  Certain expectations and projections regarding future performance of the Trust referenced in this report are forward-looking statements. These expectations and projections are based on currently available industry and financial data and may be subject to certain events and uncertainties beyond the Trust’s control. We caution readers that in addition to factors described elsewhere in this report, the following factors and comments, among others, could cause the Trust’s operations and financial results to differ materially from the expectations and projections contained in the forward-looking statements.

The Trust’s lessees (customers) primarily include Minntac (“Minntac”) and Keewatin Taconite Company (“Keetac”), both owned and operated by U.S. Steel Corporation; Hibbing Taconite Company (“Hibtac”), owned by Arcelor-Mittal, Cliffs Natural Resources Inc. and U.S. Steel Corporation, and operated by Cliffs Mining Company; and Essar Steel Minnesota, LLC (“ESM” or “MSI”), owned by Essar Steel Holdings Ltd., a subsidiary of Essar Global Ltd., with a new taconite mining and steelmaking facility to be constructed by ESM over the next few years. Because the Trust’s revenues are primarily dependent upon a limited number of customers, any significant adverse event at any of the Trust’s primary lessees, or the loss of any of the Trust’s primary lessees, could materially adversely affect the Trust’s future financial results.

A decline in market demand for steel, and correspondingly taconite, could adversely affect the Trust’s financial results. However, other related and sometimes compensating factors include the Trust’s lessees’ operating levels, minimum royalties, ore body quality, metallurgical and geological characteristics, and proximity of Trust lands. Also sometimes affecting taconite production from Trust lands are extreme weather conditions and labor contracts at the mines. Though the Trust is not a party to the labor contracts, all pertinent labor contracts affecting production from Trust lands run through August 31, 2012. Additionally, over the past few years, the domestic steel and taconite industries have also been influenced by the global markets. As a result, future demand for domestic steel and taconite, which is now part of the global markets, is uncertain. It should be noted that the Keetac facility has been temporarily idled due to lower demand for domestic steel and taconite with no start-up date yet available. Similarly, we have been apprised that the Hibtac facility is scheduled to be idled for the summer of 2009 due to lower market demand. While any cut in production by any of our lessees can adversely affect the Trust, continued receipt of minimum royalties do mitigate this effect, in part.

Royalty rates can fluctuate due to the escalation and de-escalation of producer price indices as a result of provisions present in many of the Trust’s leases. To the

8

extent these indices decline (All Commodities or the Iron and Steel subgroup), royalty rates, and correspondingly royalty income, could be adversely affected. Conversely, higher producer price indices may increase royalty rates and royalty income.

Compliance with Section 646 of the Internal Revenue Code, as explained in Note F to the Financial Statements, is integral to the level of distributions paid to the certificate holders. Should it be determined that the Trust violated the requirements of Section 646, it would be taxed as a corporation versus a grantor trust. This would mean the Trust’s income would be taxable upon receipt by the Trust and again upon receipt by the certificate holders. It is the Trustees’ opinion that, based on independent tax firm reviews, the Trust has remained in compliance with the provisions of Section 646 since its election in 1988.

The outlook for 2009 is dependent upon, in part, the overall demand for steel production, which impacts overall taconite production. The demand for steel, and correspondingly taconite pellets, is decreasing in the present global economy. Temporary shutdowns and reduced operating activities at the taconite facilities are occurring on the Mesabi Iron Range in northeastern Minnesota. Commodity prices, which are reflected in the producer price indices that impact most of our royalty rates, continue to fall. Accordingly, 2009 is not expected to attain the production levels and record earnings achieved in 2008.

________________

The Trust maintains a website, which can be found at: www.gniop.com. Information about the Trust posted on the website includes: General Trust information, Securities and Exchange Commission filings (Form 10-K’s, Form 10-Q’s, Form 8-K’s), Annual Reports, Tax Return Guides, Quarterly Distribution Releases, Quarterly Earnings Releases, Court Hearings, Audit Committee Charter, Code of Ethics, Contact and other information. We will, upon request, be pleased to furnish to any certificate holder or investor, free of charge, a paper copy of any of the above documents for any recent year.

Respectfully submitted,

Joseph S. Micallef,
    President of the Trustees
      and Chief Executive Officer
  Thomas A. Janochoski,
    Vice President & Secretary
      and Chief Financial Officer Roger W. Staehle, Trustee
Robert A. Stein, Trustee
John H. Roe, III, Trustee

Saint Paul, Minnesota
February 26, 2009

9

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Great Northern Iron Ore Properties (the Trust) is responsible for establishing and maintaining adequate internal control over financial reporting. The Trust’s internal control system was designed to provide reasonable assurance to the Trust’s management and Board of Trustees regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Trust’s management assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2008. In making this assessment, it used the criteria set forth in a report by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) titled Internal Control – Integrated Framework. Based on our assessment, we believe that, as of December 31, 2008, the Trust’s internal control over financial reporting is effective based on the COSO criteria.

The Trust’s Independent Registered Public Accounting Firm, Ernst & Young LLP, has issued an audit report on the Trust’s internal control over financial reporting. Their report appears on pages 25 and 26.

Respectfully submitted,

Joseph S. Micallef,

  Chief Executive Officer and
    President of the Trustees

Thomas A. Janochoski,

  Chief Financial Officer and
    Vice President & Secretary

10

GREAT NORTHERN IRON ORE PROPERTIES

BALANCE SHEETS

ASSETS

	December 31
	2008			2007
CURRENT ASSETS
Cash and cash equivalents	$	1,242,939		$	979,175
United States Treasury securities (Note B)		4,755,035			4,997,278
Royalties receivable		7,005,183			2,924,517
Prepaid expenses		4,519			4,519
TOTAL CURRENT ASSETS		13,007,676			8,905,489
NONCURRENT ASSETS
United States Treasury securities (Note B)		3,206,089			4,755,295
PROPERTIES
Mineral and surface lands (Notes B and C)		39,067,058			38,691,707
Accumulated depletion and amortization		(35,454,685	)		(34,940,185	)
		3,612,373			3,751,522
Building and equipment		307,435			313,891
Accumulated depreciation		(190,370	)		(200,321	)
		117,065			113,570
TOTAL PROPERTIES		3,729,438			3,865,092
TOTAL ASSETS	$	19,943,203		$	17,525,876
LIABILITIES AND BENEFICIARIES’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	104,356		$	95,356
Distributions		6,750,000			4,350,000
TOTAL CURRENT LIABILITIES		6,854,356			4,445,356
NONCURRENT LIABILITIES
Deferred compensation		124,800			102,400
Liability for pension benefits (Note E)		1,889,417			979,064
TOTAL NONCURRENT LIABILITIES		2,014,217			1,081,464
TOTAL LIABILITIES		8,868,573			5,526,820
BENEFICIARIES’ EQUITY
Certificate holders’ equity, represented by 1,500,000 certificates (shares or units) of beneficial interest authorized and outstanding, and the reversionary interest (Notes A and D)		13,662,183			13,580,035
Accumulated other comprehensive loss (Note E)		(2,587,553	)		(1,580,979	)
TOTAL BENEFICIARIES’ EQUITY		11,074,630			11,999,056
TOTAL LIABILITIES AND BENEFICIARIES’ EQUITY	$	19,943,203		$	17,525,876

See accompanying notes.

11

GREAT NORTHERN IRON ORE PROPERTIES

STATEMENTS OF BENEFICIARIES’ EQUITY

	Certificate Holders’ Equity			Accumulated Other Comprehensive (Loss) Income			Total Beneficiaries’ Equity
BALANCE AT DECEMBER31, 2005	$	14,804,563		$	—		$	14,804,563
Net and comprehensive income for 2006		14,773,035			—			14,773,035
Defined Benefit Pension Plan – adjustment due to the adoption of SFAS No. 158 (Note E):		—			(1,966,352	)		(1,966,352	)
Distributions declared for 2006 ($10.30 per share)		(15,450,000	)		—			(15,450,000	)
BALANCE AT DECEMBER31, 2006		14,127,598			(1,966,352	)		12,161,246
Comprehensive income:
Net income for 2007		14,452,437			—			14,452,437
Other comprehensive income:
Defined Benefit Pension Plan (Note E):
Net gain arising during period		—			212,342			212,342
Amortization of prior service cost		—			17,469			17,469
Amortization of net loss		—			155,562			155,562
Total other comprehensive income								385,373
Total comprehensive income								14,837,810
Distributions declared for 2007 ($10.00 per share)		(15,000,000	)		—			(15,000,000	)
BALANCE AT DECEMBER31, 2007		13,580,035			(1,580,979	)		11,999,056
Comprehensive income:
Net income for 2008		17,632,148			—			17,632,148
Other comprehensive income:
Defined Benefit Pension Plan (Note E):
Net loss arising during period		—			(1,133,246	)		(1,133,246	)
Amortization of prior service cost		—			17,469			17,469
Amortization of net loss		—			109,203			109,203
Total other comprehensive loss								(1,006,574	)
Total comprehensive income								16,625,574
Distributions declared for 2008 ($11.70 per share)		(17,550,000	)		—			(17,550,000	)
BALANCE AT DECEMBER31, 2008	$	13,662,183		$	(2,587,553	)	$	11,074,630

See accompanying notes.

12

GREAT NORTHERN IRON ORE PROPERTIES

STATEMENTS OF INCOME

	Year Ended December 31
	2008		2007		2006
REVENUES
Royalties	$	20,058,791	$	16,586,881	$	17,045,244
Interest earned		340,404		450,928		362,009
Rent and other income		376,213		158,810		147,428
TOTAL REVENUES		20,775,408		17,196,619		17,554,681
EXPENSES
Royalty disbursements		4,623		4,623		4,623
Real estate and payroll taxes		161,570		149,219		107,745
Inspection and care of properties		586,463		548,865		538,730
Administrative and general		1,847,801		1,784,819		1,872,969
Depreciation and amortization		542,803		256,656		257,579
TOTAL EXPENSES		3,143,260		2,744,182		2,781,646
NET INCOME	$	17,632,148	$	14,452,437	$	14,773,035
BASIC AND DILUTED EARNINGS PER SHARE	$	11.75	$	9.63	$	9.85

See accompanying notes.

13

GREAT NORTHERN IRON ORE PROPERTIES

STATEMENTS OF CASH FLOWS

	Year Ended December 31
	2008			2007			2006
OPERATING ACTIVITIES
Cash received from royalties and rents	$	15,978,987		$	18,265,620		$	16,629,963
Cash paid to suppliers and employees		(2,665,278	)		(2,324,163	)		(2,389,614	)
Interest received		281,853			506,214			314,595
NET CASH PROVIDED BY OPERATING ACTIVITIES		13,595,562			16,447,671			14,554,944
INVESTING ACTIVITIES
United States Treasury securities purchased		(3,125,000	)		(6,000,000	)		(5,325,000	)
United States Treasury securities matured		4,975,000			5,000,000			6,165,984
Expenditures for building and equipment		(31,798	)		—			(39,340	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		1,818,202			(1,000,000	)		801,644
FINANCING ACTIVITIES
Distributions paid		(15,150,000	)		(15,600,000	)		(15,000,000	)
NET CASH USED IN FINANCING ACTIVITIES		(15,150,000	)		(15,600,000	)		(15,000,000	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		263,764			(152,329	)		356,588
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		979,175			1,131,504			774,916
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	1,242,939		$	979,175		$	1,131,504
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Net income	$	17,632,148		$	14,452,437		$	14,773,035
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		542,803			256,656			257,579
Net pension (loss) gain (Note E)		(1,006,574	)		385,373			—
Net (increase) decrease in assets:
Accrued interest		(58,551	)		55,286			(47,414	)
Royalties receivable		(4,080,666	)		1,519,929			(562,709	)
Prepaid expenses		—			—			123,991
Mineral and surface lands		(375,351	)		—			—
Net increase (decrease) in liabilities:
Accounts payable and accrued expenses		9,000			10,938			(5,738	)
Deferred compensation		22,400			25,400			16,200
Liability for pension benefits		910,353			(258,348	)		—
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	13,595,562		$	16,447,671		$	14,554,944

See accompanying notes.

14

GREAT NORTHERN IRON ORE PROPERTIES

NOTES TO FINANCIAL STATEMENTS

December31, 2008

NOTE A — BUSINESS AND TERMINATION OF THE TRUST AND LEGAL PROCEEDINGS

Great Northern Iron Ore Properties (the Trust) is presently involved solely with the leasing and maintenance of mineral and nonmineral lands owned by the Trust on the Mesabi Iron Range in northeastern Minnesota. Royalties are derived from taconite production and minimums. Royalties (which are not in direct ratio to tonnage shipped) from two significant operating lessees were as follows: 2008 — $11,384,000 and $8,443,000; 2007 — $11,993,000 and $4,363,000; and 2006 — $11,588,000 and $4,963,000.

The terms of the Great Northern Iron Ore Properties Trust Agreement, created December 7, 1906, state that the Trust shall continue for twenty years after the death of the last survivor of eighteen persons named in the Trust Agreement. The last survivor of these eighteen persons died on April 6, 1995. Accordingly, the Trust terminates twenty years from April 6, 1995, that being April 6, 2015.

At the end of the Trust on April 6, 2015, the certificates of beneficial interest (shares) in the Trust will cease to trade on the New York Stock Exchange and thereafter will represent only the right to receive certain distributions payable to the certificate holders of record at the time of the termination of the Trust. Upon termination, the Trust is obligated to distribute ratably to these certificate holders the net monies remaining in the hands of the Trustees (after paying and providing for all expenses and obligations of the Trust), plus the balance in the Principal Charges account (see Note D). All other Trust property (most notably the Trust’s mineral properties and the active leases) must be conveyed and transferred to the reversioner (currently Glacier Park Company, a wholly owned subsidiary of ConocoPhillips) under the terms of the Trust Agreement.

In proceedings commenced in 1972, the Minnesota Supreme Court determined that while by the terms of the Trust, the Trustees are given discretionary powers to convert Trust assets to cash and to distribute the proceeds to certificate holders, they are limited in their exercise of those powers by the legal duty imposed by well-established law of trusts to serve the interests of both the term beneficiaries and the reversionary beneficiary with impartiality. Thus, the Trustees have no duty to exercise the powers of sale and distribution unless required to do so to serve both term and reversionary interests; and, if the need arises, the Trustees may petition the District Court of Ramsey County, Minnesota, for further instructions defining what is required in a particular case to balance the interests of certificate holders and reversioner. Also, the Court, in effect, held that the Trust is a conventional trust, rather than a business trust, and must operate within the framework of well-established trust law.

15

NOTE A — BUSINESS AND TERMINATION OF THE TRUST AND LEGAL PROCEEDINGS (continued)

By a letter dated April 11, 2008, certificate holders of record as of December 31, 2007, and the reversioner were notified of a hearing on May 7, 2008, in Ramsey County District Court, Saint Paul, Minnesota, for the purpose of settling and allowing the Trust accounts for the year 2007, and also for the purpose of considering requested fee increases in the compensation of the Trustees. By Court Order signed and dated May 12, 2008, the 2007 accounts were settled and allowed in all respects. In addition, the Court granted the requested fee increases of $20,000 per year to the President of the Trustee’s base salary and $20,000 per year to the potential bonus of the President, and an increase of $10,000 per year to each of the other Trustees, all effective July 1, 2008. By previous Orders, the Court settled and allowed the accounts of the Trustees for preceding years of the Trust.

Section 646 of the Tax Reform Act of 1986, as amended, provided a special elective provision under which the Trust was allowed to convert from taxation as a corporation to that of a grantor trust. Pursuant to an Order of the Ramsey County District Court, the Trustees filed the Section 646 election with the Internal Revenue Service on December 30, 1988. On January 1, 1989, the Trust became exempt from federal and Minnesota corporate income taxes. For years 1989 and thereafter, certificate holders are taxed on their allocable share of the Trust’s income whether or not the income is distributed. For certificate holder tax purposes, the Trust’s income is determined on an annual basis, one-fourth then being allocated to each quarterly record date.

NOTE B — SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents:  For purposes of the statements of cash flows, the Trust considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

Securities:  United States Treasury securities are classified as “held-to-maturity” securities and are carried at cost, adjusted for accrued interest and amortization of premium or discount. The aggregate fair values listed in the table below are based on quoted prices in active markets for identical assets. Securities recognized as noncurrent assets will mature in 2010. Following is an analysis of the securities as of December 31:

	Current						Noncurrent
	2008			2007			2008			2007
Aggregate fair value	$	4,782,617		$	4,999,493		$	3,221,953		$	4,784,008
Gross unrealized holding gains		(80,220	)		(27,140	)		(42,476	)		(81,397	)
Gross unrealized holding losses		—			—			—			—
Amortized cost basis		4,702,397			4,972,353			3,179,477			4,702,611
Accrued interest		52,638			24,925			26,612			52,684
Amounts shown on balance sheets	$	4,755,035		$	4,997,278		$	3,206,089		$	4,755,295

16

NOTE B — SIGNIFICANT ACCOUNTING POLICIES (continued)

Mineral and Surface Lands:  Mineral and surface lands are carried at amounts that represent, principally, either costs at acquisition or values on March 1, 1913. The value of the merchantable ore deposits was established on March 1, 1913, for federal income tax purposes. There presently is no cost depletion, as no natural ore mining from mineral lands is occurring. No value has been estimated or recorded for taconite deposits held on March 1, 1913, since they were not then thought to be merchantable; however, they presently represent all the mining activity on the Trust’s properties. Given that the focus of the mining industry is essentially now taconite mining versus natural ore mining, the asset class “Mineral and surface lands” was reevaluated and, beginning in 2008, the cost of the mineral lands is being amortized on a straight-line basis over the remaining term of the Trust. The straight-line method of amortization is anticipated to bear close resemblance to the units-of-production method over the remaining term of the Trust and, accordingly, is deemed a reasonable, systematic and rational method to associate expense with the revenues generated from taconite mining. Mineral land amortization amounted to $294,000 for the year 2008. Nonmineral lands are also included in this category; however, they represent negligible amounts. In addition, surface lands are acquired from time to time to facilitate mining operations (see Note C). These surface lands are being amortized on a straight-line basis over the remaining term of the Trust based on the values as of the beginning of each fiscal year. Surface lands remaining to be amortized amounted to $1,598,627, $1,819,127 and $2,039,627 as of January 1, 2008, 2007 and 2006, respectively. Surface land amortization amounted to $220,500 for each of the years 2008, 2007 and 2006.

Royalties:  Royalties from mineral leases (with cancellation terms varying from six months to one year) are taken into income as earned. Earned royalties are based on the taconite tonnage extracted (also referred to as produced or shipped) from the Trust’s lands applied to a royalty rate as defined in the various specific and confidential operating agreements (also referred to as leases). Minimum royalties, if required, are current year’s rental or minimum royalty income from the lessees to the Trust for holding the leasehold interest. Certain leases provide the steel and mining companies the ability to offset excess royalties (over the minimum royalty requirements) due on future taconite production, if any and when mined, against minimum royalties paid in prior periods. Accumulated minimum royalties in excess of tons extracted to date amounted to $2,288,174 on December 31, 2008, and $3,253,541 on December 31, 2007.

Use of Estimates:  The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Earnings per Share:  Earnings per share are determined by dividing net income for the period by the number of weighted-average shares of beneficial

17

NOTE B — SIGNIFICANT ACCOUNTING POLICIES (continued)

interest outstanding. Basic and diluted weighted-average shares outstanding were 1,500,000 as of December 31, 2008, 2007 and 2006.

NOTE C — LAND ACQUISITION

A mining agreement dated January 1, 1959, with U.S. Steel Corporation provides that one-half of annual earned royalties, after satisfaction of minimum royalty payments, shall be applied to reimburse the lessee for a portion of its cost of acquisition of surface lands overlying the leased mineral deposits, which surface lands are then conveyed to the Trustees (see Note B). The costs of surface lands acquired to facilitate the mining operations amounted to $376,200, $0 and $0 for the years 2008, 2007 and 2006, respectively. There are surface lands yet to be purchased, the costs of which are yet unknown and will not be known until the actual purchases are made.

NOTE D — PRINCIPAL CHARGES ACCOUNT

Pursuant to the Court Order of November 29, 1982, the Trustees were directed to create and maintain an account designated as “Principal Charges.” This account constitutes a first and prior lien of certificate holders on any property transferable to the reversioner and reflects an allocation of beneficiaries’ equity between the certificate holders and the reversioner. This account is neither an asset nor a liability of the Trust. Rather, this account maintains and represents a balance that will be payable to the certificate holders of record from the reversioner at the end of the Trust. The balance in this account consists of attorneys’ fees and expenses of counsel for adverse parties pursuant to the Court Order in connection with litigation commenced in 1972 relating to the Trustees’ powers and duties under the Trust Agreement and the costs of homes and surface lands acquired in accordance with provisions of a lease with U.S. Steel Corporation, net of an allowance to amortize the cost of the land based on actual shipments of taconite and net of a credit for disposition of tangible assets. Following is an analysis of this account as of December 31:

	2008			2007
Attorneys’ fees and expenses	$	1,024,834		$	1,024,834
Costs of surface lands		6,194,165			5,817,965
Cumulative shipment credits		(1,884,823	)		(1,686,628	)
Cumulative asset disposition credits		(372,124	)		(119,241	)
Principal Charges account balance	$	4,962,052		$	5,036,930

Upon termination of the Trust, the Trustees shall either sell tangible assets or obtain a loan with tangible assets as security to provide monies for distribution to the certificate holders in the amount of the Principal Charges account balance.

18

NOTE E — PENSION PLAN

The Trust has a noncontributory defined benefit pension plan that covers all employees. The Trustees are not eligible for pension benefits under the plan based on their services as Trustees. During September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”), which the Trust adopted for its year ended December 31, 2006. SFAS No. 158 requires employers with pension plans to recognize the funded (or unfunded) status of a plan on the face of the balance sheet. The funded status is determined by comparing the pension plan assets at fair value to the projected (future) benefit obligation.

A summary of the components of net periodic pension cost and other amounts recognized in other comprehensive income for 2008, 2007 and 2006 is as follows:

Net Periodic Pension Cost	2008			2007			2006
Service cost	$	226,420		$	241,382		$	235,525
Interest cost		329,272			327,841			309,600
Expected return on assets		(366,163	)		(345,689	)		(312,379	)
Amortization of net loss		109,203			155,562			166,209
Amortization of prior service cost		17,469			17,469			17,469
Net periodic pension cost		316,201			396,565			416,424
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
Net loss (gain) arising during the period		1,133,246			(212,342	)		—
Amortization of net loss		(109,203	)		(155,562	)		—
Amortization of prior service cost		(17,469	)		(17,469	)		—
Total loss (gain) recognized in other comprehensive income		1,006,574			(385,373	)		—
Total recognized in net periodic pension cost and other comprehensive income	$	1,322,775		$	11,192		$	416,424

Weighted-average assumptions used in the measurement of the benefit obligation as of December 31 and the net periodic pension cost for the years ended December 31 were:

	2008		2007
Discount rate for benefit obligation	5.07	%	5.10	%
Discount rate for net periodic pension cost	5.10	%	5.10	%
Rate of compensation increase	3.50	%	3.50	%
Expected long-term return on plan assets	7.50	%	7.50	%

19

NOTE E — PENSION PLAN (continued)

The determination of the discount rate is based on a high-quality bond yield curve that approximates the expected cash flow payouts of the plan, coupled with a comparison to the Moody’s Long-term Corporate Aa Bond Yield. The determination of the rate of compensation increase is based on historical salary adjustment averages and the Trustees’ expectations of future increases. The determination of the expected long-term return on plan assets is based on historical returns of the various asset categories included in the plan’s portfolio and a consideration of the Trust’s termination date.

The following table sets forth the change in projected benefit obligation:

	2008			2007
Projected benefit obligation at beginning of year	$	5,850,762		$	5,821,095
Service cost		226,420			241,382
Interest cost		329,272			327,841
Actuarial loss (gain)		31,021			(286,785	)
Benefit payments		(252,771	)		(252,771	)
Projected benefit obligation at end of year	$	6,184,704		$	5,850,762

The following table sets forth the change in the fair value of plan assets:

	2008			2007
Fair value of plan assets at beginning of year	$	4,871,698		$	4,583,683
Contributions by the Trust		412,422			269,540
Actual (loss) return on plan assets		(736,062	)		271,246
Benefit payments		(252,771	)		(252,771	)
Fair value of plan assets at end of year	$	4,295,287		$	4,871,698

The following table sets forth the plan’s funded status and amounts recognized in the balance sheets shown as liability for pension benefits as of December 31:

	2008		2007
Accumulated benefit obligation at end of year	$	4,781,436	$	4,329,575
Effect of future compensation increases		1,403,268		1,521,187
Projected benefit obligation at end of year		6,184,704		5,850,762
Fair value of plan assets at end of year		4,295,287		4,871,698
Unfunded status at end of year	$	1,889,417	$	979,064

20

NOTE E — PENSION PLAN (continued)

The following table sets forth the amounts recognized in accumulated other comprehensive loss as of December 31:

	2008		2007
Net loss	$	2,482,741	$	1,458,698
Prior service cost		104,812		122,281
Accumulated other comprehensive loss	$	2,587,553	$	1,580,979

The net loss and prior service cost amounts that will be amortized from accumulated other comprehensive loss into net periodic pension cost in 2009 are estimated to be $266,324 and $17,469, respectively.

The future benefit payments from the plan are estimated to be $280,705 for 2009, $270,320 for 2010, $259,325 for 2011, $247,745 for 2012, and $235,614 for 2013. The future benefit payments from the plan for the period 2014 through 2018, inclusive, are estimated to be $2,327,253, in aggregate. The 2009 contribution to the plan is estimated to approximate $410,000, representing the maximum tax-deductible contribution that is recommended pursuant to the Trust’s annual actuarial valuation. However, the actual 2009 contribution will not be determined and finalized until after the completion of the plan’s annual actuarial valuation which is performed as of the plan’s fiscal year-end, March 31.

The investment policy of the plan is to have up to approximately 55% invested in equity securities (via an equity index fund) and the remaining monies invested in fixed income (debt) securities and cash. The fair value measurements are based on quoted prices in active markets for identical assets. The following table sets forth the plan’s weighted-average asset allocations by category as of December 31:

	2008		2007
Equity securities	38	%	50	%
Debt securities – U.S. Government issues	25	%	24	%
Debt securities – Corporate issues	21	%	21	%
Cash (money market, accrued income)	16	%	5	%
Total	100	%	100	%

21

NOTE F — INCOME TAXES

The Trustees filed an election under Section 646 of the Tax Reform Act of 1986, as amended. As discussed in Note A, beginning in 1989 the Trust is no longer subject to federal or Minnesota corporate income taxes, provided the requirements of Section 646 are met. The principal requirements are:

• The Trust must be exclusively engaged in the leasing of mineral properties and activities incidental thereto.

• The Trust must not acquire any additional property other than permissible acquisitions as provided by Section 646.

If these requirements are violated, the Trust will be treated as a corporation for the taxable year in which the violation occurs and for all subsequent taxable years. Since the election of Section 646, the Trust has remained in compliance with these requirements.

NOTE G — LEASE COMMITMENTS

The Trust leases office facilities in Saint Paul, Minnesota. These leases include one-hundred-eighty-day cancellation clauses, contain various renewal options and exclude any contingent rental provisions. Rental expense for these operating leases amounted to $61,823 in each of the years 2008, 2007 and 2006.

22

NOTE H — QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of quarterly results of operations (unaudited) for the years ended December 31, 2008 and 2007 (in thousands of dollars, except per share amounts):

	Quarter Ended
	March 31		June 30		Sept. 30		Dec. 31
2008
Royalties	$	2,275	$	3,539	$	6,973	$	7,272
Interest and other income		145		99		84		388
Total revenues		2,420		3,638		7,057		7,660
Expenses		683		663		963		834
Net income	$	1,737	$	2,975	$	6,094	$	6,826
Earnings per share	$	1.16	$	1.98	$	4.06	$	4.55
2007
Royalties	$	3,180	$	5,132	$	5,120	$	3,155
Interest and other income		172		116		142		180
Total revenues		3,352		5,248		5,262		3,335
Expenses		709		684		642		710
Net income	$	2,643	$	4,564	$	4,620	$	2,625
Earnings per share	$	1.76	$	3.04	$	3.08	$	1.75

23

REPORT OF ERNST & YOUNG LLP,

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,

ON AUDIT OF FINANCIAL STATEMENTS

The Trustees

Great Northern Iron Ore Properties

We have audited the accompanying balance sheets of Great Northern Iron Ore Properties (the Trust) as of December 31, 2008 and 2007, and the related statements of beneficiaries’ equity, income and cash flows for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Trust at December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Great Northern Iron Ore Properties’ internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2009, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

February 26, 2009

24

REPORT OF ERNST & YOUNG LLP,

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Trustees

Great Northern Iron Ore Properties

We have audited Great Northern Iron Ore Properties’ (the Trust) internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Trust’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report On Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Trust’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

25

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2008 financial statements of Great Northern Iron Ore Properties, and our report dated February 26, 2009, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

February 26, 2009

26

GREAT NORTHERN IRON ORE PROPERTIES

SUMMARY OF SHIPMENTS

				Full Tons Shipped
No.	Mine	Ownership Interest		2008	2007	2006	Total to January1, 2009
1.	Mahoning	100	%	1,797,663	1,014,294	1,199,898	160,969,613
2.	Ontario 100%/Stevenson Townsite	100	%	461,613	—	58	12,201,657
3.	Ontario 50%	50	%	1,197,439	1,200,775	927,331	25,498,443
4.	L&W/Leetonia	50%/~51	%	48,816	548,650	1,165,912	10,589,034
5.	Mississippi #3 (Ent.—Miss.)	100	%	532,620	801,717	857,856	7,070,679
6.	Stevenson (Ent.—Miss.)	100	%	—	154,856	—	35,246,418
7.	Minntac	100	%	3,377,329	4,416,137	4,700,864	71,447,577
				7,415,480	8,136,429	8,851,919	323,023,421
	Shipments from inactive mines and those exhausted, surrendered or sold prior to this year			—	—	—	349,005,074
	TOTAL			7,415,480	8,136,429	8,851,919	672,028,495

No.	Operating Interest
1-4	Cliffs Mining Company – Hibbing Taconite Company
5-6	U.S. Steel Corporation – Keewatin Taconite Company
7	U.S. Steel Corporation – Minntac

27

NOTES

GREAT NORTHERN IRON ORE PROPERTIES
W-1290 FIRST NATIONAL BANK BUILDING
332 MINNESOTA STREET
SAINT PAUL, MINNESOTA 55101-1361 FIRST CLASS
U.S. POSTAGE
PAID
PERMIT #43
MINNEAPOLIS, MN
  

FIRST CLASS MAIL

EX-23

Exhibit 23

Consent of Independent Registered

Public Accounting Firm

We consent to the incorporation by reference in this Annual Report (Form 10-K) of Great Northern Iron Ore Properties of our reports dated February 26, 2009, with respect to the financial statements of Great Northern Iron Ore Properties, and the effectiveness of internal control over financial reporting of Great Northern Iron Ore Properties, included in the 2008 Annual Report to Certificate Holders of Great Northern Iron Ore Properties.

/s/ Ernst & Young LLP  

Minneapolis, Minnesota

February 26, 2009

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, Joseph S. Micallef, certify that:

1. I have reviewed this annual report on Form 10-K of Great Northern Iron Ore Properties;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting;

5. The Registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.

Date:	February 26, 2009	By:	/s/ Joseph S. Micallef
			Joseph S. Micallef, President of the Trustees, Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, Thomas A. Janochoski, certify that:

1. I have reviewed this annual report on Form 10-K of Great Northern Iron Ore Properties;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting;

5. The Registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.

Date:	February 26, 2009	By:	/s/ Thomas A. Janochoski
			Thomas A. Janochoski, Vice President & Secretary, Chief Financial Officer

EX-32

Exhibit 32

Certifications of Chief Executive Officer and Chief Financial Officer pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished but not filed)

In connection with this Annual Report of Great Northern Iron Ore Properties on Form 10-K filed with the Securities and Exchange Commission, I, Joseph S. Micallef, President of the Trustees and Chief Executive Officer of Great Northern Iron Ore Properties, certify that:

1. This Annual Report fully complies with the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934; and

2. The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operations of Great Northern Iron Ore Properties.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Great Northern Iron Ore Properties and will be retained by Great Northern Iron Ore Properties and furnished to the Securities and Exchange Commission or its staff upon request.

Date:	February 26, 2009	By:	/s/ Joseph S. Micallef
			Joseph S. Micallef, President of the Trustees, Chief Executive Officer

In connection with this Annual Report of Great Northern Iron Ore Properties on Form 10-K filed with the Securities and Exchange Commission, I, Thomas A. Janochoski, Vice President & Secretary and Chief Financial Officer of Great Northern Iron Ore Properties, certify that:

1. This Annual Report fully complies with the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934; and

2. The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operations of Great Northern Iron Ore Properties.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Great Northern Iron Ore Properties and will be retained by Great Northern Iron Ore Properties and furnished to the Securities and Exchange Commission or its staff upon request.

Date:	February 26, 2009	By:	/s/ Thomas A. Janochoski
			Thomas A. Janochoski, Vice President & Secretary, Chief Financial Officer

EX-99

Exhibit 99

Report of Audit Committee

GREAT NORTHERN IRON ORE PROPERTIES

Report of Audit Committee

Year Ended December 31, 2008

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 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 year 2008. All audit and non-audit services (printing and reproduction services) were preapproved by the Audit Committee. Fees paid in 2008 for the annual audit services are $76,600, for audited-related services are $6,350, for tax services are $0 and for all other services are $3,000. Fees paid in 2007 for the annual audit services were $73,700, for audit-related services were $1,300, for tax services were $0 and for all other services were $3,000.

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, 2008, for filing with the Securities and Exchange Commission.

Respectfully submitted,

/s/ Robert A. Stein
Robert A. Stein, Audit Committee Chairman
/s/ Roger W. Staehle
Roger W. Staehle, Audit Committee Member
/s/ John H. Roe, III
John H. Roe, III, Audit Committee Member	Dated:	February 26, 2009