Exhibit 99 (b) - Audit Committee Charter


                       GREAT NORTHERN IRON ORE PROPERTIES
                             AUDIT COMMITTEE CHARTER

ORGANIZATION

This Charter governs the operations of the Audit Committee. The Audit Committee
shall review and reassess the Charter at least annually and obtain the approval
of the Board of Trustees. The Audit Committee shall be appointed by the Board of
Trustees and shall comprise at least three Trustees, each of whom are
independent of management and the Trust. Members of the Audit Committee shall be
considered independent if they have no relationship that may interfere with the
exercise of their independence from management and the Trust. All Audit
Committee members shall be financially literate, [or shall become financially
literate within a reasonable period of time after appointment to the Audit
Committee,] and at least one member shall have accounting or related financial
management expertise.

STATEMENT OF POLICY

The Audit Committee shall provide assistance to the Board of Trustees in
fulfilling their oversight responsibility to the certificate holders, potential
certificate holders, the investment community and others relating to the Trust's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the annual independent audit of the
Trust's financial statements and the legal compliance and ethics programs as
established by management and the Board of Trustees. In so doing, it is the
responsibility of the Audit Committee to maintain free and open communication
between the Audit Committee, independent auditors and management of the Trust.
In discharging its oversight role, the Audit Committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities and personnel of the Trust and the power to retain outside
counsel or other experts for this purpose.

<PAGE>


              Exhibit 99 (b) - Audit Committee Charter (continued)

RESPONSIBILITIES AND PROCESSES

The primary responsibility of the Audit Committee is to oversee the Trust's
financial reporting process on behalf of the Board of Trustees and report the
results of their activities to the Board of Trustees. Management is responsible
for preparing the Trust's financial statements and the independent auditors are
responsible for auditing those financial statements. The Audit Committee, in
carrying out its responsibilities, believes its policies and procedures should
remain flexible in order to best react to changing conditions and circumstances.
The Audit Committee should take the appropriate actions to set the overall
corporate "tone" for quality financial reporting, sound business risk practices
and ethical behavior.

The following shall be the principal recurring processes of the Audit Committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the Audit Committee may supplement them as
appropriate.

    *   The Audit Committee shall have a clear understanding with management and
        the independent auditors that the independent auditors are ultimately
        accountable to the Board of Trustees and the Audit Committee, as
        representatives of the Trust's certificate holders. The Audit Committee
        shall have the ultimate authority and responsibility to evaluate and,
        where appropriate, replace the independent auditors. The Audit Committee
        shall discuss with the auditors their independence from management and
        the Trust and the matters included in the written disclosures required
        by the Independence Standards Board. Annually, the Audit Committee shall
        review and recommend to the Board of Trustees the selection of the
        Trust's independent auditors.

    *   The Audit Committee shall discuss with the independent auditors the
        overall scope and plans for their audit including the adequacy of
        staffing and compensation. Also, the Audit Committee shall discuss with
        management and the independent auditors the adequacy and effectiveness
        of the accounting and financial controls, including the Trust's system
        to monitor and manage business risk and legal and ethical compliance
        programs. Further, the Audit Committee shall meet separately with the
        independent auditors, with and without management present, to discuss
        the results of their examinations.

    *   The Audit Committee shall review the interim financial statements with
        management and the independent auditors prior to the filing of the
        Trust's Quarterly Report on Form 10-Q. Also, the Audit Committee shall
        discuss the results of the quarterly review and any other matters
        required to be communicated to the Audit Committee by the independent
        auditors under auditing standards generally accepted in the United
        States. The Chairman of the Audit Committee may represent the entire
        Audit Committee for the purposes of this review.

<PAGE>


              Exhibit 99 (b) - Audit Committee Charter (continued)

    *   The Audit Committee shall review with management and the independent
        auditors the financial statements to be included in the Trust's Annual
        Report on Form 10-K (or the Annual Report to Certificate Holders if
        distributed prior to the filing of Form 10-K), including their judgment
        about the quality, not just acceptability, of accounting principles, the
        reasonableness of significant judgments and the clarity of the
        disclosures in the financial statements. Also, the Audit Committee shall
        discuss the results of the annual audit and any other matters required
        to be communicated to the Audit Committee by the independent auditors
        under auditing standards generally accepted in the United States.