8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report

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

Date of Report (Date of earliest event reported):

January 20, 2005

MESABI TRUST

(Exact name of registrant as specified in its charter)

New York	1-4488	13-6022277
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
c/o Deutsche Bank Trust Company Americas Trust & Securities Services – GDS 60 Wall Street 27th Floor New York, New York		10005
(Address of principal executive offices)		(Zip Code)

(615) 835-2749

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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

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

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

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

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

Item 2.02Results of Operations and Financial Condition

On January 20, 2005, Mesabi Trust (the “Trust”) issued a press release announcing a cash distribution to its unitholders of record of $0.295 per unit.  A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K.

Item 8.01Other Events

On January 21, 2005, the Trust filed two Amendments on Form 10-Q/A amending the Quarterly Reports on Form 10-Q for its quarters ended April 30, 2004 and July 31, 2004, previously filed with the Securities and Exchange Commission on, respectively, June 14, 2004 and September 14, 2004 (the “Amendments”).  Other than amendments to references to the Trust’s independent accountants and to Exhibit 99.1, the independent accountant’s review report (which reflect a change in the Trust’s certifying independent accountant from Eide Bailly LLP to Gordon Hughes & Banks, LLP), no other changes were effected by the Amendments.

Item 9.01Financial Statements and Exhibits

(c)Exhibits

99.1Press release, dated January 20, 2005.

In accordance with general instruction B.2 to Form 8-K, the information in this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

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SIGNATURE

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 hereunto duly authorized.

	MESABI TRUST
	By:	/s/ Rodney Gaughan
		Rodney Gaughan
		Assistant Vice President
		Deutsche Bank Trust Company Americas
Dated:  January 21, 2005

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EX-99.1

Exhibit 99.1

MESABI TRUST PRESS RELEASE

New York, New York

January 20, 2005

The Trustees of Mesabi Trust (NYSE: MSB) declared a distribution of $0.295 per Unit of Beneficial Interest payable on February 20, 2005 to Mesabi Trust unitholders of record at the close of business on January 30, 2005.  This compares to $0.30 per Unit for the same period last year. This decrease of one-half cent per Unit in the current distribution compared to the distribution following the same quarter last year is due primarily to a substantial decrease in shipments of iron ore pellets during the most recent quarter compared to the fourth quarter of 2003, offset by bonus royalty payments and higher average prices realized in the most recent quarter.

Cleveland-Cliffs Inc, the corporate parent of Northshore Mining Company (the lessee/operator), has not provided the Mesabi Trustees with a forecast of either the production of iron ore pellets from Northshore or the volume of shipments of iron ore pellets for 2005. Accordingly, the Trustees are not able to forecast the volume of shipments of iron ore pellets for 2005.

The volume of shipments by Northshore varies from quarter to quarter and year to year based on a number of factors including weather conditions on the Great Lakes, the requested delivery schedules of customers and general economic conditions in the iron ore industry.  The resulting royalties to the Trust are dependent on the volume of shipments for the quarter and the year to date, the pricing of the iron ore product sales, and the percentage of iron ore shipments which is from Mesabi Trust lands rather than other lands.

In 2004, actual production of iron ore pellets by Northshore Mining Company approximated 4.60 million tons and actual shipments approximated 4.69 million tons.  By comparison, actual pellet production for 2003 approximated 4.68 million tons and actual shipments approximated 4.67 million tons.  In each case these figures relate to iron ore mined from Mesabi Trust lands.

This news release contains certain forward-looking statements with respect to iron ore production and shipments at Northshore in 2005, which statements are intended to be made under the safe harbor protections of the Private Securities Litigation Reform Act of 1995.  Actual production and shipments of iron ore pellets could differ materially from current expectations due to inherent risks such as lower demand for steel and iron ore products, higher steel imports, increases or decreases in the volume under, and number of, customer contracts, processing difficulties or other factors.  Although the Mesabi Trustees believe that its forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which could cause actual results to differ materially.

Contact:	Mesabi Trust SHR Unit
	Deutsche Bank Trust Company Americas
	615-835-2749