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 13, 2006

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 2.02               Results of Operations and Financial Condition

On the evening of January 13, 2006, Mesabi Trust issued a press release announcing a cash distribution of $0.47 per Unit of Beneficial Interest of Mesabi Trust.  The distribution is payable on February 20, 2006 to Mesabi Trust Unitholders of record at the close of business on January 30, 2006.  A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01               Financial Statements and Exhibits

(c)	Exhibits
99.1	Press release, dated January 13, 2006.

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 13, 2006

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EX-99.1

Exhibit 99.1

MESABI TRUST PRESS RELEASE

New York, New York

January 13, 2006

The Trustees of Mesabi Trust (NYSE: MSB) declared a distribution of $0.47 per Unit of Beneficial Interest payable on February 20, 2006 to Mesabi Trust unitholders of record at the close of business on January 30, 2006.  This compares to a distribution of $0.295 per Unit for the same period last year.

The increase in distribution compared to the same quarter last year is due largely to increased shipments and prices of iron ore pellets during the quarter by Northshore Mining Company (“Northshore”), the lessee/operator.  These increased shipments and prices resulted in increased base royalties and a royalty bonus payment for iron ore shipments from Silver Bay, Minnesota sold at prices above a threshold price.

The total royalty payment expected to be received by Mesabi Trust on January 31, 2006 is $6,266,662.75 (which includes the royalty received by the Mesabi Land Trust).  With respect to shipments of iron ore during the fourth calendar quarter of 2005, Mesabi Trust received a base royalty of $4,220,874.41.  Mesabi Trust also received a bonus royalty in the amount of $1,994,467.83 with respect to shipments during the fourth calendar quarter of 2005.  The above base royalty and bonus royalty amounts were reduced by $42,615.22, representing downward adjustments of $29,577.10 and $13,038.12, respectively, to base royalty and bonus royalty amounts credited to the Trust in the first three calendar quarters of 2005, pursuant to term contracts between Northshore, Northshore’s parent Cleveland-Cliffs Inc (“CCI”) and certain of their customers (the “CCI Pellet Agreements”).

The volume of shipments of iron ore pellets 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 paid to the Trust are dependent on the volume of shipments of iron ore pellets for the quarter and the year to date, the pricing of the iron ore product sales and the percentage of iron ore pellet shipments from Mesabi Trust lands rather than from other lands.  Further the prices under the CCI Pellet Agreements are subject to interim and final pricing adjustments, dependent in part on multiple price and inflation index factors that are not known until after the end of a contract year.  This can result in significant and frequent variations in royalties received by Mesabi Trust (and in turn the resulting amount available for distribution to Unitholders by the Trust) from quarter to quarter and on a comparative historical basis.  These variations, which can be positive or negative, cannot be predicted by Mesabi Trust.  Royalty payments received in 2004 and 2005 continue to reflect pricing estimates for shipments of iron ore products that may be subject to further adjustment (upward or downward) pursuant to the CCI Pellet Agreements.

CCI 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 2006 or what percentage of such production and shipments will be from Mesabi Trust iron ore. CCI has also not provided the Mesabi Trustees with any projections about any possible pricing (and resulting royalty) adjustments that might impact future distributions.

This news release contains certain forward-looking statements with respect to iron ore pellet production, iron ore pricing, shipments at Northshore in 2006 and royalty (including bonus royalty) amounts, which statements are intended to be made under the safe harbor protections of the Private Securities Litigation Reform Act of 1995, as amended.  Actual production, prices and shipments of iron ore pellets, as well as actual royalty levels (including bonus royalties) could differ materially from current expectations due to inherent risks such as general and industry economic trends, uncertainties arising from war, terrorist events and other global events, higher or lower demand for steel and iron ore, higher imports of steel and iron ore substitutes, processing difficulties, consolidation and restructuring in the domestic steel market or other factors.  Further, substantial portions of royalties earned by Mesabi Trust are based on estimated prices that are subject to interim and final adjustments, which can be positive or negative, and are dependent in part on multiple price and inflation index factors under agreements to which the Trust is not a party and that are not known until after the end of a contract year.  Although the Mesabi Trustees believe that any such 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