10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2006

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:  1-4488

MESABI TRUST
(Exact name of registrant as specified in its charter)

New York(State or other jurisdiction of incorporation or organization)	13-6022277(I.R.S. Employer Identification No.)
c/o Deutsche Bank Trust Company Americas Trust & Securities Services — GDS 60 Wall Street 27th Floor New York, New York (Address of principal executive offices)	10005(Zip code)

(615) 835-2749
(Registrant’s telephone number, including area code)

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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange 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 June 7, 2006, there were 13,120,010 Units of Beneficial Interest in Mesabi Trust outstanding.

EXPLANATORY NOTE

This Amendment on Form 10-Q/A is filed solely to correct a typographical error in Part I. Financial Information, Item 2. Trustees’ Discussion and Analysis of Financial Condition and Results of Operations as included in the Quarterly Report on Form 10-Q filed by Mesabi Trust (“Mesabi Trust” or the “Trust”) on June 9, 2006 (the “Form 10-Q”). In the table disclosing the comparison of the three months ended April 30, 2006 and April 30, 2005, the gross income number reported under the column headed “2006” was reported as $1,561,098 when it should have been reported as $1,644,970. This Form 10-Q/A corrects that inadvertent typographical error.

Part II. Other Information, Item 6. Exhibits, is also being amended to provide updated Exhibits 31 and 32. All other information in the Form 10-Q remains unchanged and has not been repeated in this Amendment. Accordingly, this Form 10-Q/A should be read in conjunction with the Form 10-Q.

Except as described above, there have been no changes to the Form 10-Q. This amendment does not reflect events occurring after the original filing date of the Form 10-Q.

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PART I - FINANCIAL INFORMATION

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

Comparison of Three Months Ended April 30, 2006 and April 30, 2005

Net income for the quarter ended April 30, 2006 was $1,473,853, a decrease of approximately 31% over the quarter ended April 30, 2005. As with the decrease in total royalty income, the decrease in net income was caused by a slight decrease in pellet prices, as compared to the comparable prior period, combined with a larger net decrease in the accrued income payable to the Trust as a result of the finalization of contract pricing adjustments as described above. The decrease in total royalty income was partially offset by a reduction in the Trust’s expenses, as compared to the first quarter 2005, primarily due to a decrease in legal and accounting fees. Following is a summary of results for the three months ended April 30, 2006 and April 30, 2005, respectively.

	Three Months Ended April 30,
	2006		2005
Total royalty income	$	1,636,998	$	2,343,447
Interest income	7,972		10,638
Gross income	$	1,644,970	$	2,354,085
Expenses	171,117		218,922
Net income	$	1,473,853	$	2,135,163

Item 6.    Exhibits.

31	Certification of Corporate Trustee of Mesabi Trust pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Corporate Trustee of Mesabi Trust pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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.

		MESABI TRUST
		(Registrant)
	By:	DEUTSCHE BANK TRUST COMPANY AMERICAS
		Corporate Trustee
		Principal Administrative Officer and duly authorized signatory:*
	By:	Deutsche Bank National Trust Company
Date: June 13, 2006	By:	/s/ Rodney Gaughan
		Name: Rodney Gaughan
		Title: Assistant Vice President

* There are no principal executive officers or principal financial officers of the registrant.

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EX-31

Exhibit 31

CERTIFICATION

I, Rodney Gaughan, certify that:

1.I have reviewed this quarterly report on Form 10-Q/A of Mesabi Trust, for which Deutsche Bank Trust Company Americas acts as Corporate Trustee;

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, distributable income and changes in trust corpus of the registrant as of, and for, the periods presented in this report;

4.I am 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)), or for causing such controls andprocedures and internal control over financial reporting to be established and maintained, for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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 fiscal 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; and

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors:

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 persons who have a significant role in the registrant’s internal control over financial reporting.

In giving the foregoing certifications in paragraphs 4 and 5, I have relied to the extent I consider reasonable on information provided to me by Northshore Mining Company and Eveleth Fee Office, Inc.

Date: June 13, 2006	By:	/s/ Rodney Gaughan
		Rodney Gaughan* Assistant Vice President Deutsche Bank National Trust Company For Deutsche Bank Trust Company Americas

* There are no principal executive officers or principal financial officers of the registrant.

EX-32

Exhibit 32

PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, the Corporate Trustee of Mesabi Trust, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the Quarterly Report of Mesabi Trust on Form 10-Q/A for the quarter ended April 30, 2006 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q/A fairly presents in all material respects the financial condition and results of operations of Mesabi Trust.

/s/ Rodney Gaughan	June 13, 2006
Rodney Gaughan* Assistant Vice President Deutsche Bank National Trust Company for Deutsche Bank Trust Company Americas

* There are no principal executive officers or principal financial officers of the registrant.