ANNUAL REPORT ON FORM 10-K

                       GREAT NORTHERN IRON ORE PROPERTIES

                                DECEMBER 31, 2001


<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

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

For the fiscal year ended December 31, 2001         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 No.)

      W-1290 First National Bank Building
             332 Minnesota Street
             Saint Paul, Minnesota                           55101-1361
-----------------------------------------------      ---------------------------
   (Address of Principal Executive Offices)                  (Zip Code)

Registrant's Telephone Number, Including Area Code         651 / 224-2385
                                                           --------------

Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of Each Exchange on
             Title of Each Class                          Which Registered
             -------------------                    ----------------------------

Trustees' Certificates of Beneficial Interest          New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act--None

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 twelve months and (2) has been subject to such filing requirements
for the past 90 days. Yes _X_ No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. _X_

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of January 31, 2002 - None

The number of shares of beneficial interest outstanding as of the close of the
period covered by this report:

            Trustees' Certificates of Beneficial Interest--1,500,000

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual report to certificate holders for the year ended December
31, 2001 are incorporated by reference into Part II.

<PAGE>


PART I

Item 1.    BUSINESS

           The Registrant ("Trust") owns interests in fee, mineral and
           nonmineral lands on the Mesabi Iron Range of Minnesota. Income is
           derived through royalties on iron ore minerals (principally taconite)
           taken from these properties by lessees. The Registrant is presently
           involved solely with the leasing and care of these properties. There
           have been no significant changes in these functions since the
           beginning of the fiscal year.

           The raw materials essential to the business of the Registrant are the
           minerals contained in properties owned and leased by the Registrant.
           Since the Registrant leases its properties to mining interests which
           control the amount of ore production, the Registrant itself has no
           direct control over the tonnage mined from its properties but is
           solely involved with administering the leases on the properties.
           Since operating companies insist on freedom to move from property to
           property as mining requirements dictate, such changes in production
           cannot be precisely reduced to financial forecasts.

           Registrant owns mineral interests in 12,033 acres on the Mesabi Iron
           Formation, including approximately 7,443 acres which are wholly
           owned, 1,080 acres in which Registrant is a tenant in common with a
           91% interest, 3,350 acres in tenancy in common with a 50% interest
           and 160 acres in tenancy in common with other fractional interests.
           Of said total, 7,152 acres are under lease and 4,881 acres are
           unleased.

           Registrant cannot estimate at this time any tonnage for nonmagnetic
           taconite because of lack of drilling, testing and of any established
           large-scale commercial treatment method for Mesabi Iron Range
           nonmagnetic taconite. To give a better perspective on magnetic
           taconite, Registrant's engineers estimate that the magnetic taconite
           under lease as of January 1, 2002 was equivalent to approximately
           378,216,000 tons of pellets.

           Present leases provide for minimum royalties aggregating
           approximately $2,361,000 for the year 2002 even if no taconite is
           mined. All of this amount is attributable to long-term taconite
           leases.

           None of the Registrant's leases provide for any right of renewal by
           the lessees upon expiration, even though unmined minerals might
           remain. Any extension of any such terminating lease would have to be
           negotiated in the same manner as unleased properties.


                                       1
<PAGE>


Item 1.    BUSINESS--Continued

           All leases granted by the Registrant, except some covering remnants
           of natural ore, have provisions for escalation of royalty rates. Most
           of the taconite royalty rates are escalated on the basis of the price
           of pellets, the iron content, the Producers Price Index (PPI) (All
           Commodities), the PPI (Iron and Steel subgroup) or certain
           combinations of the above.

           Firm data on competitive conditions in the iron ore industry are not
           available. Iron ore is also available from a number of other sources.
           The Registrant's non-taconite shipments have ceased as a source of
           income because the ore deposits have, for practical purposes, been
           exhausted. The mining of taconite by lessees is the most important
           part of the Registrant's business. Future development depends, to a
           large part, on the demand for taconite from the Registrant's
           properties by mining companies.

           Effective January 5, 2001, LTV Steel Company, in bankruptcy, closed
           its northern Minnesota taconite pellet facility, LTV Steel Mining
           Company (LTVSMC). The Trust has a lease with LTVSMC referred to as
           the Wentworth Mine. Historically, the Wentworth Mine has only
           accounted for about 3 1/2% of the Trust's average annual pellet
           shipments and, as such, the closing of the facility is not expected
           to materially impact the Trust's earnings. In October 2001, the
           LTVSMC taconite facility was purchased by Cleveland Cliffs Erie LLC.
           No definite plans were disclosed for the facility at the time of the
           purchase.

           In October 2001, Bethlehem Steel, a 70.3% owner of Hibbing Taconite
           Company, filed Chapter 11 bankruptcy to allow for reorganization.
           Earlier in the year, Bethlehem Steel announced that its interest in
           Hibbing Taconite Company was for sale. Both the bankruptcy and sale
           remain pending as of year-end.

           The Registrant's royalty income is dependent on the number of tons of
           taconite shipped from its properties by the lessees, royalty rates,
           minimum royalties collected and liquidation of minimum royalties
           collected. Following is a summary of shipments by lessee during 2001,
           2000 and 1999:

                                                         TONS SHIPPED
                                            -----------------------------------
                                                 2001        2000        1999
                                            -----------------------------------

                United States Steel
                  Corporation (USX)           4,252,383   3,969,669   3,014,550
                Hibbing Taconite Company      1,287,831   2,454,681   1,874,302
                National Steel Corporation      137,458     483,468     811,852
                LTV Steel Mining Company             --      34,721     432,872
                                            -----------------------------------
                                              5,677,672   6,942,539   6,133,576
                                            ===================================


                                       2
<PAGE>


Item 1.    BUSINESS--Continued

           At December 31, 2001, the Registrant employed ten persons. The
           Registrant has been engaged in only one line of business, namely the
           leasing and maintenance of its mineral properties. The business of
           the Registrant is not seasonal, but income depends upon production by
           mining companies which lease its properties. The Registrant has no
           operations in foreign countries and has no customers or lessees in
           foreign countries.

           As previously reported, Section 646 of the Tax Reform Act of 1986, as
           amended, provided a special elective provision under which the Trust
           was allowed to convert from taxation as a corporation to that of a
           grantor trust. Pursuant to an Order of the Ramsey County District
           Court, the Trustees filed the Section 646 election with the Internal
           Revenue Service on December 30, 1988. On January 1, 1989, the Trust
           became exempt from federal and Minnesota corporate income taxes. For
           years 1989 and thereafter, certificate holders are taxed on their
           allocable share of the Trust's income whether or not the income is
           distributed. For certificate holder tax purposes, the Trust's income
           is determined on an annual basis, one-fourth then being allocated to
           each quarterly record date.

           The Trustees provided annual tax information in January 2002 to
           certificate holders of record with holdings on any of the four
           quarterly record dates during 2001. This information included a:

           Substitute Form 1099-MISC - This form reported one's 2001 allocable
           share of income from the Trust, distributions declared and any taxes
           withheld. (Foreign certificate holders received a Form 1042S.)

           Trust Supplemental Statement - This statement reported the number of
           units (shares) held on any of the four quarterly record dates in
           2001.

           Tax Return Guide - This guide instructed the certificate holders as
           to the preparation of their income tax returns with respect to income
           allocated from the Trust and various deductions allowable.


                                       3
<PAGE>


Item 1.    BUSINESS--Continued

           The following is a listing of the Registrant's current leases:

<TABLE>
<CAPTION>
                                                                                                                     LESSEE
                                         NUMBER OF      GNIOP                                                     TERMINATION
                      LEASE            LEASED ACRES   INTEREST   COUNTY LOCATION                 TERM              PROVISION
             ----------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>     <C>                     <C>                         <C>
             Bennett Annex                  237          100%    St. Louis               1/1/1965 to 12/31/2039      1 year
             Carmi-Campbell               1,597          100     St. Louis               7/1/1959 to 12/31/2010      1 year
             Enterprise-Mississippi
               (incl. Section 18 and
               Miss. #3 mines)              776          100     St. Louis and Itasca    1/1/1961 to 12/31/2010      6 months
             Hanna Taconite #1               40          100     Itasca                  4/1/1962 to 12/31/2010      6 months
             Gray Annex                      40           50     St. Louis               1/1/1974 to 1/1/2049        1 year

             Ontario                      1,397           50     St. Louis and Itasca    7/1/1978 to 12/31/2016      1 year
             Ontario                        400          100     St. Louis and Itasca    7/1/1978 to 12/31/2016      1 year
             Ontario #3                      80           25     St. Louis               1/2/1993 to 12/31/2016      1 year
             Mahoning                       980          100     St. Louis and Itasca    1/1/1979 to 12/31/2026      1 year
             Russell Annex                  120           50     Itasca                  1/1/1966 to 12/31/2040      1 year

             South Stevenson                180          100     St. Louis               4/1/1966 to 4/1/2041        1 year
             Minntac                      1,725          100     St. Louis               1/1/1959 to 12/31/2057      6 months
             Wentworth                      160          100     St. Louis               7/1/1965 to 6/30/2040       1 year
             Atkins                         160           91     St. Louis               8/1/1984 to 7/31/2009       6 months
</TABLE>


                                       4
<PAGE>


Item 2.    PROPERTIES

           The Registrant owns interests in fee, mineral and nonmineral lands on
           the Mesabi Iron Range of Minnesota, most of which are leased to
           mining companies which extract taconite. Taconite deposits are
           substantial.

Item 3.    LEGAL PROCEEDINGS

           In proceedings commenced in 1972, the Minnesota Supreme Court
           determined that while by the terms of the Trust, the Trustees are
           given discretionary powers to convert Trust assets to cash and to
           distribute the proceeds to certificate holders, they are limited in
           their exercise of those powers by the legal duty imposed by well
           established law of trusts to serve the interests of both term
           beneficiaries and the reversionary beneficiary with impartiality.
           Thus, the Trustees have no duty to exercise the powers of sale and
           distribution unless required to do so to serve both term and
           reversionary interests, and, if the need arises, the Trustees may
           petition the District Court of Ramsey County, Minnesota, for further
           instructions defining what is required in a particular case to
           balance the interests of certificate holders and reversioner. Also,
           the Court, in effect, held that the Trust is a conventional trust,
           rather than a business trust, and must operate within the framework
           of well established trust law.

           By a letter dated April 4, 2001, certificate holders of record as of
           March 1, 2001 and the reversioner were notified of a Hearing on May
           16, 2001 in Ramsey County Courthouse, Saint Paul, Minnesota for the
           purpose of settling and allowing the Trust accounts for the year 2000
           and for the purpose of requesting a fee increase in Trustees'
           compensation of $10,000 each effective January 1, 2001. By Court
           Order signed and dated May 16, 2001, the 2000 accounts were settled
           and allowed in all respects and the requested fee increase for the
           Trustees was granted effective January 1, 2001. By previous Orders,
           the Court settled and allowed the accounts of the Trustees for
           preceding years of the Trust.

           At a proceeding held on August 24, 2001, in Ramsey County District
           Court, Saint Paul, Minnesota, the Judge of District Court confirmed
           the appointment of John H. Roe, III as a successor Trustee of Great
           Northern Iron Ore Properties, effective September 1, 2001, to fill
           the vacancy resulting from the April 1, 2001 death of Trustee Harry
           L. Holtz.

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF CERTIFICATE HOLDERS

           None.


                                       5
<PAGE>


PART II

Item 5.    MARKET FOR THE REGISTRANT'S SHARES OF BENEFICIAL INTEREST AND RELATED
           SECURITY HOLDER MATTERS

           Shares of Beneficial Interest, Market Prices and Distributions on
           page 3 of the annual report to certificate holders for the year ended
           December 31, 2001 are incorporated herein by reference.

Item 6.    SELECTED FINANCIAL DATA

           Selected Financial Data on page 2 of the annual report to certificate
           holders for the year ended December 31, 2001 is incorporated herein
           by reference.

Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

           Management's Discussion and Analysis of Financial Condition and
           Results of Operations on page 2 of the annual report to certificate
           holders for the year ended December 31, 2001 are incorporated herein
           by reference.

Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

           The following financial statements of the Registrant, included in the
           annual report to certificate holders for the year ended December 31,
           2001, are incorporated herein by reference:

             Balance Sheets--December 31, 2001 and 2000.

             Statements of Income--Years ended December 31, 2001, 2000 and 1999.

             Statements of Beneficiaries' Equity--Years ended December 31, 2001,
             2000 and 1999.

             Statements of Cash Flows--Years ended December 31, 2001, 2000 and
             1999.

             Notes to Financial Statements--December 31, 2001.

           Quarterly Results of Operations on page 4 of the annual report to
           certificate holders for the year ended December 31, 2001 are
           incorporated herein by reference.

Item 9.    DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

           None.


                                       6
<PAGE>


PART III

Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

           The Registrant, being a trust, has no directors as such. The
           management of the Trust is vested in the following trustees and
           officers whose terms of office are not fixed for a specified time:

                                                                        YEARS OF
                               NAME AND POSITION                 AGE    SERVICE
               -----------------------------------------------------------------

               Joseph S. Micallef     President of the Trustees   68    25 years
               Roger W. Staehle       Trustee                     68    20
               Robert A. Stein        Trustee                     63    20
               John H. Roe, III       Trustee                     62   < 1
               Thomas A. Janochoski   Vice President and
                                        Secretary                 43    10

           Principal occupations of Trustees and officers during the last five
           years:

           JOSEPH S. MICALLEF
             President and Chief Executive Officer, Great Northern Iron Ore
               Properties;
             Consultant and Director, Fiduciary Counselling, Inc., St. Paul,
               Minnesota until December 31, 1998.

           ROGER W. STAEHLE
             Adjunct Professor, Institute of Technology, University of
               Minnesota;
             Industrial Consultant.

           ROBERT A. STEIN
             Executive Director and Chief Operating Officer, American Bar
               Association.

           JOHN H. ROE, III
             Chairman, Bemis Company, Inc., Minneapolis, Minnesota;
             Chief Executive Officer, Bemis Company, Inc., Minneapolis,
               Minnesota until May 4, 2000.

           THOMAS A. JANOCHOSKI
             Vice President and Secretary, Chief Financial Officer, Great
               Northern Iron Ore Properties.


                                       7
<PAGE>


Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT--Continued

           Executive employees in addition to those listed above include Roger
           P. Johnson, Manager of Mines and Chief Engineer.

           There are no family relationships among any of the above persons.

Item 11.   EXECUTIVE COMPENSATION

           SUMMARY COMPENSATION TABLE

                                                        ANNUAL COMPENSATION
                                                   ----------------------------
                 NAME AND PRINCIPAL POSITION        YEAR     SALARY      BONUS
           --------------------------------------------------------------------

           As CEO and President of the Trustees:
             Joseph S. Micallef                     2001    $100,000    $35,000
                                                    2000      90,000     35,000
                                                    1999      90,000     35,000

           The Trust Agreement (as modified by Court Orders) provides for 2000
           and 1999 annual compensation to the President of the Trustees of
           $90,000 and, in addition, a sum equal to one percent of the excess of
           the gross income of the Trust over $5,000,000 for that year until his
           annual compensation shall reach $125,000. By Court Order effective
           January 1, 2001, annual compensation to the President of the Trustees
           is $100,000 and, in addition, a sum equal to one percent of the
           excess of the gross income of the Trust over $5,000,000 for that year
           until his annual compensation shall reach $135,000. No other
           executive's compensation exceeds $100,000. The Trustees, including
           the President, are not eligible to receive retirement benefits based
           on their services as Trustees. There are no options, SARs, long-term
           performance-based incentive plans or retirement benefits applicable
           to the CEO or the Trustees and, accordingly, disclosure tables with
           respect to such benefits have been omitted.

           COMPENSATION OF TRUSTEES

           The Trust Agreement (as modified by Court Orders) provides for 2000
           and 1999 annual compensation to each Trustee (other than the
           President) of $40,000, without any additional amounts payable for
           committee participation or special assignments. By Court Order
           effective January 1, 2001, annual compensation to each Trustee (other
           than the President) is $50,000, without any additional amounts
           payable for committee participant or special assignments. There are
           no other arrangements pursuant to which any Trustee was compensated
           for any services provided as a Trustee during the year.


                                       8
<PAGE>


Item 11.   EXECUTIVE COMPENSATION--Continued

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

           Because the compensation of the Trustees and the Chief Executive
           Officer is established by the Trust Agreement (as modified by Court
           Orders), there is no compensation committee for the Trustees and
           there is no Trustee compensation committee report on executive
           compensation. The Board of Trustees, as a whole, determines the
           compensation of executive officers other than the President and Chief
           Executive Officer.

Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           (a)    The only authorized securities of the Registrant are Trustees'
                  Certificates of Beneficial Interest and the holders of these
                  securities do not have voting rights. There were no entities
                  holding more than 5% of the Certificates of Beneficial
                  Interest outstanding, of record and/or beneficially, as of
                  December 31, 2001.

           (b)    There were no securities owned by the Trustees or officers as
                  of December 31, 2001.

Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           None.

PART IV

Item 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

           (a)    (1) and (2)--The response to this portion of Item 14 is
                  submitted as a separate section of this report.

                  (3) Listing of Exhibits:

                      Exhibit 13--Annual Report to Certificate Holders

                      Exhibit 23--Consent of Independent Auditors

                      Exhibit 99(a)--Tax Return Guide

                      Exhibit 99(b)--Audit Committee Charter

                      Exhibit 99(c)--Report of Audit Committee


                                       9
<PAGE>


Item 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
           8-K--Continued

           (b)    Report on Form 8-K--None.

           (c)    Exhibits--The response to this portion of Item 14 is submitted
                  as a separate section of this report.

           (d)    Financial Statement Schedules--The response to this portion of
                  Item 14 is submitted as a separate section of this report.


                                       10
<PAGE>


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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)



           /s/ Joseph S. Micallef                                    2/25/02
           ---------------------------------------------       -----------------
           Joseph S. Micallef, Chief Executive                        Date
             Officer, Trustee and President of the
             Trustees

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.



           /s/ Roger W. Staehle                                      2/25/02
           ---------------------------------------------       -----------------
           Roger W. Staehle, Trustee                                  Date



           /s/ Robert A. Stein                                       2/25/02
           ---------------------------------------------       -----------------
           Robert A. Stein, Trustee                                   Date



           /s/ John H. Roe, III                                      2/25/02
           ---------------------------------------------       -----------------
           John H. Roe, III, Trustee                                  Date



           /s/ Thomas A. Janochoski                                  2/25/02
           ---------------------------------------------       -----------------
           Thomas A. Janochoski, Vice President                       Date
             and Secretary, Chief Financial Officer


                                       11
<PAGE>


                           ANNUAL REPORT ON FORM 10-K

                      ITEM 14(a)(1) and (2) and ITEM 14(d)

         LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

                          FINANCIAL STATEMENT SCHEDULES

                          YEAR ENDED DECEMBER 31, 2001



                       GREAT NORTHERN IRON ORE PROPERTIES

                       W-1290 First National Bank Building
                              332 Minnesota Street
                        Saint Paul, Minnesota 55101-1361

<PAGE>


FORM 10-K--Item 14(a)(1) and (2)
GREAT NORTHERN IRON ORE PROPERTIES

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES




The following financial statements of Great Northern Iron Ore Properties,
included in the annual report of the Registrant to its certificate holders for
the year ended December 31, 2001, are incorporated by reference in Item 8:

   Balance Sheets--December 31, 2001 and 2000

   Statements of Income--Years ended December 31, 2001, 2000 and 1999

   Statements of Beneficiaries' Equity--Years ended December 31, 2001, 2000 and
   1999

   Statements of Cash Flows--Years ended December 31, 2001, 2000 and 1999

   Notes to Financial Statements--December 31, 2001

All Item 14(d) schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and therefore have been
omitted.


                                      F-1