10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 - For the Quarterly Period Ended June 30, 2009

Or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 - For the Transition Period From ______________ to ______________

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	(I.R.S. Employer
incorporation or organization)	Identification Number)
W-1290 First National Bank Building
332 Minnesota Street
Saint Paul, Minnesota	55101-1361
(Address of principal executive office)	(Zip Code)

(651) 224-2385

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNo o

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 Act). Yes o    No x

Number of shares of beneficial interest outstanding on June 30, 2009: 1,500,000

PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED BALANCE SHEETS

	June 30 2009		December 31 2008
ASSETS	(Unaudited)		(Note)
CURRENT ASSETS
Cash and cash equivalents	$	818,939	$	1,242,939
United States Treasury securities		4,482,445		4,755,035
Royalties receivable		3,325,666		7,005,183
Prepaid expenses		34,497		4,519
TOTAL CURRENT ASSETS		8,661,547		13,007,676
NONCURRENT ASSETS
United States Treasury securities		5,812,200		3,206,089
PROPERTIES
Mineral and surface lands		39,127,058		39,067,058
Less: Allowances for accumulated depletion and amortization		-35,742,031		-35,454,685
		3,385,027		3,612,373
Building and equipment		300,270		307,435
Less: Allowances for accumulated depreciation		-196,717		-190,370
		103,553		117,065
TOTAL PROPERTIES		3,488,580		3,729,438
TOTAL ASSETS	$	17,962,327	$	19,943,203
LIABILITIES AND BENEFICIARIES’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	99,584	$	104,356
Distributions		2,700,000		6,750,000
TOTAL CURRENT LIABILITIES		2,799,584		6,854,356
NONCURRENT LIABILITIES
Deferred compensation		124,800		124,800
Liability for pension benefits		2,014,115		1,889,417
TOTAL NONCURRENT LIABILITIES		2,138,915		2,014,217
TOTAL LIABILITIES		4,938,499		8,868,573
BENEFICIARIES’ EQUITY, including certificate holders’ equity, represented by 1,500,000 certificates (shares or units) of beneficial interest authorized and outstanding, and the reversionary interest		15,469,484		13,662,183
Accumulated other comprehensive loss		-2,445,656		-2,587,553
TOTAL BENEFICIARIES’ EQUITY		13,023,828		11,074,630
TOTAL LIABILITIES AND BENEFICIARIES’ EQUITY	$	17,962,327	$	19,943,203

Note: The balance sheet at December 31, 2008, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

See notes to condensed financial statements.

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GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended June 30						Six Months Ended June 30
	2009			2008			2009			2008
REVENUES
Royalties	$	3,552,129		$	3,538,825		$	8,759,997		$	5,813,723
Interest and other income		58,451			99,312			142,340			244,211
		3,610,580			3,638,137			8,902,337			6,057,934
Costs and expenses		-834,156			-663,647			-1,695,036			-1,346,102
NET INCOME	$	2,776,424		$	2,974,490		$	7,207,301		$	4,711,832
Weighted-average shares outstanding		1,500,000			1,500,000			1,500,000			1,500,000
BASIC & DILUTED EARNINGS PER SHARE	$	1.85		$	1.98		$	4.80		$	3.14
Distributions declared per share	$	1.80	(1)	$	2.10	(2)	$	3.60	(3)	$	4.10	(4)

(1)	$	1.80	declared	6/12/2009
			payable	7/31/2009
(2)	$	2.10	declared	6/11/2008
			paid	7/31/2008
(3)	$	1.80	declared	3/10/2009	plus	$	1.80	declared	6/12/2009
			paid	4/30/2009				payable	7/31/2009
(4)	$	2.00	declared	3/10/2008	plus	$	2.10	declared	6/11/2008
			paid	4/30/2008				paid	7/31/2008

See notes to condensed financial statements.

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GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30
	2009		2008
Cash flows from operating activities:
Cash received from royalties and rents	$	12,420,467	$	5,492,794
Cash paid to suppliers and employees		-1,162,333		-1,128,022
Interest received		142,866		189,092
NET CASH PROVIDED BY OPERATING ACTIVITIES		11,401,000		4,553,864
Cash flows from investing activities:
U.S. Treasury securities purchased		-7,525,000		-700,000
U.S. Treasury securities matured		5,150,000		3,500,000
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		-2,375,000		2,800,000
Cash flows from financing activities:
Distributions paid		-9,450,000		-7,350,000
NET CASH USED IN FINANCING ACTIVITIES		-9,450,000		-7,350,000
Net (decrease) increase in cash and cash equivalents		-424,000		3,864
Cash and cash equivalents at beginning of year		1,242,939		979,175
CASH AND CASH EQUIVALENTS AT JUNE 30	$	818,939	$	983,039

See notes to condensed financial statements.

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GREAT NORTHERN IRON ORE PROPERTIES

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Periods of Three and Six Months ended June 30, 2009 and June 30, 2008

Note A – BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the periods stated above are not necessarily indicative of the results that may be expected for each respective full year. For further information, refer to the financial statements and footnotes included in the Great Northern Iron Ore Properties (“Trust”) Annual Report on Form 10-K for the year ended December 31, 2008.

Note B – 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 (Level 1). Securities recognized as current assets will mature within one year of the respective period ending date stated below. Securities recognized as noncurrent assets will mature one to three years from the respective period ending date stated below. Following is an analysis of the securities as of periods stated:

	Current				Noncurrent
	June 30, 2009		Dec. 31, 2008		June 30, 2009		Dec. 31, 2008
Aggregate fair value	$	4,476,141	$	4,782,617	$	5,796,836	$	3,221,953
Gross unrealized holding gains		-21,257		-80,220		-17,732		-42,476
Gross unrealized holding losses		191		—		6,343		—
Amortized cost basis		4,455,075		4,702,397		5,785,447		3,179,477
Accrued interest		27,370		52,638		26,753		26,612
Amounts shown on balance sheets	$	4,482,445	$	4,755,035	$	5,812,200	$	3,206,089

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Note C – PENSION PLAN

A summary of the components of net periodic pension cost is as follows:

	Three Months Ended June 30				Six Months Ended June 30
	2009		2008		2009		2008
Service cost	$	57,234	$	56,605	$	114,467	$	113,210
Interest cost		86,887		82,318		173,775		164,636
Expected return on assets		-81,772		-91,540		-163,544		-183,081
Amortization of net loss		66,581		27,300		133,162		54,601
Amortization of prior service cost		4,368		4,368		8,735		8,735
Net periodic pension cost	$	133,298	$	79,051	$	266,595	$	158,101

The plan’s annual actuarial valuation was performed as of the plan’s fiscal year-end March 31. The actuarially recommended contribution to the pension plan for 2009 ranged from a minimum of $120,961 to a maximum of $626,432. The contribution made in 2008 was $412,422. The Board of Trustees will meet again in mid-September to discuss the pension plan contribution, after which the final approved contribution amount will be made by the end of September, 2009.

Note D – BENEFICIARIES’ EQUITY

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 which 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 United States 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 June 30, 2009:

Attorneys’ fees and expenses	$	1,024,834
Cost of surface lands		6,254,165
Cumulative shipment credits		-1,921,217
Cumulative asset disposition credits		-372,124
Principal Charges account balance	$	4,985,658

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.

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Note E – COMPREHENSIVE INCOME

A summary of the components of comprehensive income is as follows:

	Three Months Ended June 30				Six Months Ended June 30
	2009		2008		2009		2008
Net income	$	2,776,424	$	2,974,490	$	7,207,301	$	4,711,832
Other comprehensive income:
Defined benefit pension plan -
Amortization of net loss		66,581		27,300		133,162		54,601
Amortization of prior service cost		4,368		4,368		8,735		8,735
Total other comprehensive income		70,949		31,668		141,897		63,336
Total comprehensive income	$	2,847,373	$	3,006,158	$	7,349,198	$	4,775,168

Note F – RECENTLY ADOPTED ACCOUNTING STANDARDS

Fair Value Measurements-

In September 2006, the Financial Accounting Standards Board (FASB) 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 financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis was January 1, 2008, and the Trust did adopt the provisions of SFAS No. 157 at that time as it related to financial assets and liabilities recognized or disclosed at fair value on a recurring basis. Effective January 1, 2009, pursuant to SFAS No. 157, the Trust adopted the provisions of SFAS No. 157 as it relates to non financial assets and liabilities that are not recognized or disclosed at fair value on a recurring basis. The adoption of SFAS No. 157 had no impact on the Trust’s financial statements as the Trust does not have any non financial assets or liabilities required to be recognized or disclosed at fair value at the date of adoption.

In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1”). FSP FAS 107-1 extends the disclosure requirements of FASB Statement No. 107, “Disclosures about Fair Value of Financial Instruments”, to interim financial statements of publicly traded companies, as defined in APB Opinion No. 28, “Interim Financial Reporting”. FSP FAS 107-1 is effective for interim periods ending after June 15, 2009. The Trust adopted the provisions FSP FAS 107-1 as of June 30, 2009 and has included the required disclosures herein in Note B – SECURITIES.

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Subsequent Events-

In May 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 165 “Subsequent Events” (“SFAS No. 165”). SFAS No. 165 is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. SFAS No. 165 is effective for interim and annual periods ending after June 15, 2009. The Trust adopted the provisions of SFAS No. 165 as of June 30, 2009. Management has evaluated events and transactions through July 24, 2009, the date the financial statements were issued and filed with the Securities and Exchange Commission. No events or transactions have occurred subsequent to June 30, 2009 through July 24, 2009 that would have a material impact on the financial statements as of June 30, 2009.

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Periods of Three and Six Months ended June 30, 2009 and June 30, 2008

The Trust owns interest in 12,033 acres on the Mesabi Iron Range Formation in northeastern Minnesota, most of which are under lease to major iron ore producing companies. Due to the Trustees’ election pursuant to Section 646 of the Tax Reform Act of 1986, as amended, commencing with year 1989 the Trust is not subject to federal and Minnesota corporate income taxes. The Trust is now a grantor trust. Shares of beneficial interest in the Trust are traded on the New York Stock Exchange under the ticker symbol “GNI” (CUSIP No. 391064102).

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.

We have previously provided information in our various Securities and Exchange Commission filings, including our 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

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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.

As previously reported, some of the Trust’s lessees have temporarily idled their taconite plants due to lower demand for domestic steel and taconite. Keetac has been closed since late 2008 with no start-up date yet available. Hibtac recently announced that they will extend their summer shutdown through the first quarter of 2010. Minntac has had various short-term temporary shutdowns during the first half of the year, which trend could extend into the second half of the year. 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 Trustees continue to project a profitable year for the Trust in 2009, though they do not expect that the Trust will attain the production levels and record earnings achieved in 2008.

Results of Operations:

Royalties increased $2,946,274 during the six months ended June 30, 2009, as compared to the same period in 2008, due mainly to greater taconite tonnage mined from Trust lands, higher net minimum royalties and an overall higher average earned royalty rate for the year-to-date. Royalties increased $13,304 during the three months ended June 30, 2009, as compared to the same period in 2008, due mainly to higher net minimum royalties, offset in part by less taconite tonnage mined from Trust lands during the quarter.

Interest and other income decreased $101,871 and $40,861 during the six months and three months ended June 30, 2009, respectively, as compared to the same periods in 2008, due mainly to reduced yields on the Trust’s investments.

Costs and expenses increased $348,934 and $170,509 during the six months and three months ended June 30, 2009, respectively, as compared to the same periods in 2008, due mainly to increased pension expense and mineral land amortization.

At their meeting held on June 12, 2009, the Trustees declared a distribution of $1.80 per share, amounting to $2,700,000 payable July 31, 2009, to certificate holders of record at the close of business on June 30, 2009. The Trustees have now declared two quarterly distributions in 2009. The first, in the amount of $1.80 per share, was paid on April 30, 2009 to certificate holders of record on March 31, 2009; and the second, that being the current distribution. The first and second quarter 2008 distributions were $2.00 and $2.10 per share, respectively. 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 October 2009 to certificate holders of record on September 30, 2009.

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A mining agreement dated January 1, 1959, with United States Steel Corporation provides that one-half of annual earned royalty income, 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. 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.

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 U.S. 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.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

- None

Item 4.    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 and 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 the Securities and Exchange Commission rules and forms. 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.

PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

At a hearing held on May 6, 2009, in Ramsey County District Court, Saint Paul, Minnesota, the accounts of the Trustees for the year 2008 were approved.

Item 1A. Risk Factors

There are no material changes from the risk factors previously disclosed in the Trust’s December 31, 2008 Annual Report on Form 10-K.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

- None

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Item 3.    Defaults Upon Senior Securities

- None

Item 4.    Submission of Matters to a Vote of Certificate Holders

- None

Item 5.    Other Information

- None

Item 6.    Exhibits

Exhibit No.	Document
- 31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
- 31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
- 32	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished but not filed)

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SIGNATURES

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

			GREAT NORTHERN IRON ORE PROPERTIES (Registrant)
Date	July 24, 2009	By	/s/ Joseph S. Micallef
			Joseph S. Micallef, President of the Trustees and Chief Executive Officer
Date	July 24, 2009	By	/s/ Thomas A. Janochoski
			Thomas A. Janochoski, Vice President & Secretary and Chief Financial Officer

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QUARTERLY REPORT ON FORM 10-Q

EXHIBIT INDEX

QUARTER ENDED:          JUNE 30, 2009

GREAT NORTHERN IRON ORE PROPERTIES

W-1290 First National Bank Building

332 Minnesota Street

Saint Paul, Minnesota 55101-1361

Exhibit No.	Document
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
32	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished but not filed)

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002

I, Joseph S. Micallef, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 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;

          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;

          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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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 functions]:

          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 control over financial reporting.

By	/s/ Joseph S. Micallef	Date:	July 24, 2009
	Joseph S. Micallef
	President of the Trustees and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas A. Janochoski, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 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;

          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;

          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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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 functions]:

          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 control over financial reporting.

By	/s/ Thomas A. Janochoski	Date:	July 24, 2009
	Thomas A. Janochoski
	Vice President & Secretary and Chief Financial Officer

EX-32

Exhibit 32

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(furnished but not filed)

In connection with this quarterly report of Great Northern Iron Ore Properties on Form 10-Q 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, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1. This Quarterly Report on Form 10-Q of Great Northern Iron Ore Properties for the quarter ended June 30, 2009 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

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

Date	July 24, 2009	By	/s/ Joseph S. Micallef
			Joseph S. Micallef, President of the Trustees and Chief Executive Officer

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.

- - - - - -

In connection with this quarterly report of Great Northern Iron Ore Properties on Form 10-Q 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, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1. This Quarterly Report on Form 10-Q of Great Northern Iron Ore Properties for the quarter ended June 30, 2009 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

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

Date	July 24, 2009	By	/s/ Thomas A. Janochoski
			Thomas A. Janochoski, Vice President & Secretary and Chief Financial Officer

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.