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 September 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 incorporation or organization)	(I.R.S. Employer 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 x   No o

Indicate by check mark whether the registrant has submitted electronically and posted to its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o   No o

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

Large accelerated filer o	Accelerated filer                 x
Non-accelerated filer o	Smaller reporting company 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 September 30, 2009:               1,500,000

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED BALANCE SHEETS

	September 30 2009		December 31 2008
	(Unaudited)		(Note)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,070,893	$	1,242,939
United States Treasury securities		5,142,375		4,755,035
Royalties receivable		1,768,889		7,005,183
Prepaid expenses		21,089		4,519
TOTAL CURRENT ASSETS		8,003,246		13,007,676
NONCURRENT ASSETS
United States Treasury securities		4,967,824		3,206,089
PROPERTIES
Mineral and surface lands		39,127,058		39,067,058
Less: Allowances for accumulated depletion and amortization		-35,885,704		-35,454,685
		3,241,354		3,612,373
Building and equipment		302,264		307,435
Less: Allowances for accumulated depreciation		-188,260		-190,370
		114,004		117,065
TOTAL PROPERTIES		3,355,358		3,729,438
TOTAL ASSETS	$	16,326,428	$	19,943,203
LIABILITIES AND BENEFICIARIES’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	150,236	$	104,356
Distributions		2,700,000		6,750,000
TOTAL CURRENT LIABILITIES		2,850,236		6,854,356
NONCURRENT LIABILITIES
Deferred compensation		124,800		124,800
Liability for pension benefits		1,666,465		1,889,417
TOTAL NONCURRENT LIABILITIES		1,791,265		2,014,217
TOTAL LIABILITIES		4,641,501		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		14,059,635		13,662,183
Accumulated other comprehensive loss		-2,374,708		-2,587,553
TOTAL BENEFICIARIES’ EQUITY		11,684,927		11,074,630
TOTAL LIABILITIES AND BENEFICIARIES’ EQUITY	$	16,326,428	$	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 September 30						Nine Months Ended September 30
	2009			2008			2009			2008
REVENUES
Royalties	$	1,996,275		$	6,972,816		$	10,756,272		$	12,786,539
Interest and other income		74,710			83,726			217,050			327,937
		2,070,985			7,056,542			10,973,322			13,114,476
Costs and expenses		-780,834			-962,932			-2,475,870			-2,309,034
NET INCOME	$	1,290,151		$	6,093,610		$	8,497,452		$	10,805,442
Weighted-average shares outstanding		1,500,000			1,500,000			1,500,000			1,500,000
BASIC & DILUTED EARNINGS PER SHARE	$	0.86		$	4.06		$	5.66		$	7.20
Distributions declared per share	$	1.80	(1)	$	3.10	(2)	$	5.40	(3)	$	7.20	(4)

(1)	$1.80	declared	9/18/2009
		payable	10/30/2009
(2)	$3.10	declared	9/19/2008
		paid	10/31/2008
(3)	$1.80	declared	3/10/2009	plus	$1.80	declared	6/12/2009	plus	$1.80	declared	9/18/2009
		paid	4/30/2009			paid	7/31/2009			payable	10/30/2009
(4)	$2.00	declared	3/10/2008	plus	$2.10	declared	6/11/2008	plus	$3.10	declared	9/19/2008
		paid	4/30/2008			paid	7/31/2008			paid	10/31/2008

See notes to condensed financial statements.

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GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine Months Ended September 30
	2009		2008
Cash flows from operating activities:
Cash received from royalties and rents	$	16,016,848	$	8,819,396
Cash paid to suppliers and employees		-2,005,387		-2,021,941
Interest received		208,693		270,240
NET CASH PROVIDED BY OPERATING ACTIVITIES		14,220,154		7,067,695
Cash flows from investing activities:
U.S. Treasury securities purchased		-8,475,000		-700,000
U.S. Treasury securities matured		6,250,000		4,000,000
Expenditures for building and equipment		-17,200		-31,798
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		-2,242,200		3,268,202
Cash flows from financing activities:
Distributions paid		-12,150,000		-10,500,000
NET CASH USED IN FINANCING ACTIVITIES		-12,150,000		-10,500,000
Net decrease in cash and cash equivalents		-172,046		-164,103
Cash and cash equivalents at beginning of year		1,242,939		979,175
CASH AND CASH EQUIVALENTS AT SEPTEMBER 30	$	1,070,893	$	815,072

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 Nine Months ended September 30, 2009 and September 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
	Sept. 30, 2009		Dec. 31, 2008		Sept. 30, 2009		Dec. 31, 2008
Aggregate fair value	$	5,150,407	$	4,782,617	$	4,971,187	$	3,221,953
Gross unrealized holding gains		-25,936		-80,220		-13,475		-42,476
Gross unrealized holding losses		—		—		—		—
Amortized cost basis		5,124,471		4,702,397		4,957,712		3,179,477
Accrued interest		17,904		52,638		10,112		26,612
Amounts shown on balance sheets	$	5,142,375	$	4,755,035	$	4,967,824	$	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 Sept. 30				Nine Months Ended Sept. 30
	2009		2008		2009		2008
Service cost	$	57,233	$	56,605	$	171,700	$	169,815
Interest cost		86,888		82,318		260,663		246,954
Expected return on assets		–81,771		–91,541		–245,315		–274,622
Amortization of net loss		66,581		27,301		199,743		81,902
Amortization of prior service cost		4,367		4,367		13,102		13,102
Net periodic pension cost	$	133,298	$	79,050	$	399,893	$	237,151

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 Board of Trustees approved of a contribution to the pension plan for 2009 in the amount of $410,000, comparable to last year, which contribution was made in 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 September 30, 2009:

Attorneys’ fees and expenses	$	1,024,834
Cost of surface lands		6,254,165
Cumulative shipment credits		–1,936,478
Cumulative asset disposition credits		–372,124
Principal Charges account balance	$	4,970,397

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 Sept. 30				Nine Months Ended Sept. 30
	2009		2008		2009		2008
Net income	$	1,290,151	$	6,093,610	$	8,497,452	$	10,805,442
Other comprehensive income:
Defined benefit pension plan -
Amortization of net loss		66,581		27,301		199,743		81,902
Amortization of prior service cost		4,367		4,367		13,102		13,102
Total other comprehensive income		70,948		31,668		212,845		95,004
Total comprehensive income	$	1,361,099	$	6,125,278	$	8,710,297	$	10,900,446

Note F – RECENTLY ADOPTED ACCOUNTING STANDARDS

Codification-

In July 2009, the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) became the single official source of authoritative, nongovernmental generally accepted accounting principles (GAAP) in the United States. This guidance is contained in ASC Topic 105 “Generally Accepted Accounting Principles.” The historical GAAP hierarchy was eliminated and the ASC became the only level of authoritative GAAP, other than guidance issued by the Securities and Exchange Commission. This guidance is effective for interim and annual periods ending after September 15, 2009. The Trust adopted the provisions of this guidance as of September 30, 2009. The Trust’s accounting policies were not affected by the conversion to the ASC. However, references to specific accounting standards have been changed to refer to the appropriate section of the ASC.

Fair Value Measurements-

In September 2006, the FASB issued guidance that defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This guidance is contained in ASC Topic 820 “Fair Value Measurements and Disclosures.” This guidance 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 this guidance 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 this guidance 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 this guidance, the Trust adopted the provisions of this guidance 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 this guidance 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 FASB issued guidance that extends the disclosure requirements regarding the fair value of financial instruments to interim financial statements of publicly traded companies. This guidance is primarily contained in ASC Topic 825 “Financial Instruments” and ASC Topic 270 “Interim Reporting.” This guidance is effective for interim periods ending after June 15, 2009. The Trust adopted the provisions of this guidance as of June 30, 2009 and has included the required disclosures herein in Note B – SECURITIES.

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Note F – RECENTLY ADOPTED ACCOUNTING STANDARDS - continued

Subsequent Events-

In May 2009, the FASB issued guidance that 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. This guidance is contained in ASC Topic 855 “Subsequent Events.” It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. This guidance is effective for interim and annual periods ending after June 15, 2009. The Trust adopted the provisions of this guidance as of June 30, 2009. Management has evaluated events and transactions as of the date and time the financial statements were issued and filed with the Securities and Exchange Commission, that being October 27, 2009. No events or transactions have occurred subsequent to September 30, 2009 through the date and time of the filing on October 27, 2009 that would have a material impact on the financial statements as of September 30, 2009.

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

          Periods of Three and Nine Months ended September 30, 2009 and September 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.

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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 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, the present global economy has caused temporary shutdowns and reduced operating activities at the taconite facilities on the Mesabi Iron Range in northeastern Minnesota. As a consequence, our primary lessees, Keetac, Hibtac and Minntac, have reduced their projections of taconite shipments from Trust lands. Specifically, Keetac has been temporarily idled since late 2008. Hibtac has reported that it will extend its summer shutdown through the first quarter of 2010. Though Minntac was operating at a reduced rate for most of the third quarter of 2009, it recently started up its remaining pellet processing lines and is currently operating at full capacity. On a positive note, commodity prices, which are reflected in the producer price indices that impact most of our royalty rates, appear to be leveling off from their decline that started late 2008. Despite the decreased demand for steel and taconite pellets, as previously reported, we continue to think that 2009 will still be a profitable year for the Trust, though we will not attain the production levels and record earnings achieved in 2008.

Results of Operations:

Royalties decreased $2,030,267 and $4,976,541 during the nine months and three months ended September 30, 2009, respectively, as compared to the same periods in 2008, due mainly to less taconite tonnage mined from Trust lands, a result of reduced operating activities at our lessees’ taconite facilities.

Interest and other income decreased $110,887 and $9,016 during the nine months and three months ended September 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 $166,836 during the nine months ended September 30, 2009, as compared to the same period in 2008, due mainly to increased pension expense. Costs and expenses decreased $182,098 during the three months ended September 30, 2009, as compared to the same period in 2008, due mainly to the implementation of mineral land amortization in the third quarter of 2008.

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At their meeting held on September 18, 2009, the Trustees declared a distribution of $1.80 per share, amounting to $2,700,000 payable October 30, 2009, to certificate holders of record at the close of business on September 30, 2009. The Trustees have now declared three 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; the second, in the amount of $1.80 per share, was paid on July 31, 2009 to certificate holders of record on June 30, 2009; and the third, that being the current distribution. The first, second and third quarter 2008 distributions were $2.00, $2.10 and $3.10 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 January 2010 to certificate holders of record on December 31, 2009.

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.

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PART II. OTHER INFORMATION

Item 1.     Legal Proceedings

Pursuant to a Petition filed with the Ramsey County District Court, the Trustees of Great Northern Iron Ore Properties requested the confirmation of their appointment of a successor Trustee for John H. Roe III who passed away July 13, 2009. By Court Order dated October 19, 2009, the District Court Judge confirmed the appointment of James E. Swearingen as a successor Trustee, effective December 1, 2009.

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

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	October 27, 2009	By	/s/ Joseph S. Micallef
			Joseph S. Micallef, President of the Trustees and
			Chief Executive Officer
Date	October 27, 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:     SEPTEMBER 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:	October 27, 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:	October 27, 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. 1350, that:

          1. This Quarterly Report on Form 10-Q of Great Northern Iron Ore Properties for the quarter ended September 30, 2009 (the “Report”) fully complies with the requirements of Section 13 or 15(d) 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	October 27, 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. 1350, that:

          1. This Quarterly Report on Form 10-Q of Great Northern Iron Ore Properties for the quarter ended September 30, 2009 (the “Report”) fully complies with the requirements of Section 13 or 15(d) 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	October 27, 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.