ANNUAL REPORT ON FORM 10-K
                       GREAT NORTHERN IRON ORE PROPERTIES
                               DECEMBER 31, 1997

<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, 1997         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           612/224-2385


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

                                                  Name of Each Exchange on Which
           Title of Each Class                              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, 1998 - 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, 1997 are incorporated by reference into Part II.

<PAGE>


PART I

Item 1.    BUSINESS

           The Registrant ("Trust") owns 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
           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 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, 7,112 acres are under lease and 4,921 acres are
           unleased.

           Registrant cannot estimate at this time any tonnage for nonmagnetic
           taconite because of lack of drilling, testing and of any established
           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, 1998 was equivalent to 397,900,000 tons of
           pellets.

           Present leases provide for minimum payments (advance royalties)
           aggregating approximately $2,034,000 for the year 1998 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.

<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.

           The Registrant's royalty income is dependent on the number of tons of
           taconite shipped from its properties by the lessees, royalty rates,
           advance royalties collected and liquidation of advance royalties
           collected. Following is a summary of shipments by lessee during 1997,
           1996 and 1995:

                                                      TONS SHIPPED
                                          -------------------------------------
                                              1997        1996         1995
                                          -------------------------------------

              Hibbing Taconite Company     2,607,332    1,890,509    3,381,057
              United States Steel
               Corporation (USX)           2,376,940    2,739,614    1,637,165
              National Steel Corporation     349,842    1,349,404      979,125
              LTV Steel Mining Company        29,120            -            -
                                          -------------------------------------
                                           5,363,234    5,979,527    5,997,347
                                          =====================================

           At December 31, 1997, the Registrant employed 11 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.

<PAGE>


Item 1.    BUSINESS--Continued

           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 1998 to
           certificate holders of record with holdings on any of the four
           quarterly record dates during 1997. This information included a:

           Substitute Form 1099-MISC - This form reported one's 1997 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
           1997.

           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.

<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. Stevenson, Sect.
   18 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                         360        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>

<PAGE>


Item 2.    PROPERTIES

           The Registrant owns in fee, mineral and nonmineral lands on the
           Mesabi Iron Range of Minnesota, most of which are leased to mining
           companies who 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 29, 1997, certificate holders of record as of
           March 31, 1997 and the reversioner were notified of a hearing on May
           14, 1997 in Ramsey County Courthouse, Saint Paul, Minnesota, for the
           purpose of settling and allowing the Trust accounts for the year
           1996. By Court Order signed and dated May 14, 1997, the said accounts
           were settled and allowed in all respects. By previous Orders, the
           Court settled and allowed the accounts of the Trustees for preceding
           years of the Trust.

           By a letter dated December 5, 1997, certificate holders of record as
           of September 30, 1997 and the reversioner were notified of a hearing
           on December 31, 1997 in Ramsey County Courthouse, Saint Paul,
           Minnesota, for the purpose of requesting a fee increase in Trustees'
           compensation of $10,000 each beginning in 1998. By Court Order signed
           and dated December 31, 1997, the said fee increase was granted with
           an effective date of January 1, 1998.

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

           None.

<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
           pages 3 and 4 of the annual report to certificate holders for the
           year ended December 31, 1997 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, 1997 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, 1997 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,
           1997, are incorporated herein by reference:

              Balance Sheets--December 31, 1997 and 1996.

              Statements of Income--Years ended December 31, 1997, 1996 and
              1995.

              Statements of Beneficiaries' Equity--Years ended December 31,
              1997, 1996 and 1995.

              Statements of Cash Flows--Years ended December 31, 1997, 1996 and
              1995.

              Notes to Financial Statements--December 31, 1997.

           Quarterly Results of Operations on page 4 of the annual report to
           certificate holders for the year ended December 31, 1997 are
           incorporated herein by reference.

Item 9.    DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

           None.

<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
            --------------------------------------------------------------------

            Harry L. Holtz          President of the Trustees    79     26 years
            Joseph S. Micallef      Trustee                      64     21
            Roger W. Staehle        Trustee                      64     16
            Robert A. Stein         Trustee                      59     16
            Thomas A. Janochoski    Vice President and
                                      Secretary                  39       6

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

           HARRY L. HOLTZ
            President and Chief Executive Officer, Great Northern Iron Ore
            Properties.

           JOSEPH S. MICALLEF
            Consultant and Director, Fiduciary Counselling, Inc., St. Paul,
               Minnesota;
            Advisory Director, First Trust National Association until
               February 27, 1996;
            President and Chief Executive Officer, Fiduciary Counselling, Inc.,
               St. Paul, Minnesota until December 31, 1995.

           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; 
            Dean of the Law School, University of Minnesota until December 31, 
               1994.

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

           Mr. Joseph S. Micallef has been elected by the Board of Trustees to
           succeed Mr. Harry L. Holtz as President and Chief Executive Officer
           effective January 1, 1999.

<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
           -------------------------------------------------------------------

           Harry L. Holtz, CEO and President
            of the Trustees                      1997      $80,000     $35,000
                                                 1996       80,000      35,000
                                                 1995       80,000      35,000

           The Trust Agreement (as modified by Court Orders) provides for 1997
           annual compensation to the President of the Trustees of $80,000 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 $115,000. By Court Order effective January
           1, 1998, annual compensation to the President of the Trustees is
           $90,000 and, in addition, a sum equal to one percent of the excess of
           gross income of the Trust over $5,000,000 for that year until his
           annual compensation shall reach $125,000. 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 1997
           annual compensation to each Trustee (other than the President) of
           $30,000, without any additional amounts payable for committee
           participation or special assignments. By Court Order effective
           January 1, 1998, annual compensation to each Trustee (other than the
           President) is $40,000, without any additional amounts payable for
           committee participation 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.

<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,
                1997.

          (b)   There were no securities owned by the Trustees or officers as of
                December 31, 1997.

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 27--Financial Data Schedule (only filed
                      electronically via EDGAR)

                      Exhibit 99--Tax Return Guide

<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.

<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/ Harry L. Holtz                          2-15-98          
                  ----------------------------------------    -----------------
                  Harry L. Holtz, Chief Executive Officer,           Date
                  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/ Joseph S. Micallef                      2-13-98
                  ----------------------------------------    -----------------
                  Joseph S. Micallef, Trustee                        Date

                  /s/ Roger W. Staehle                        2-18-98
                  ----------------------------------------    -----------------
                  Roger W. Staehle, Trustee                          Date


                  /s/ Robert A. Stein                         2-26-98
                  ----------------------------------------    -----------------
                  Robert A. Stein, Trustee                           Date


                  /s/ Thomas A. Janochoski                    2-13-98
                  ----------------------------------------    -----------------
                  Thomas A. Janochoski,                              Date
                  Vice President and Secretary,
                  Chief Financial Officer

<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, 1997



                       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, 1997, are incorporated by reference in Item 8:

   Balance Sheets--December 31, 1997 and 1996

   Statements of Beneficiaries' Equity--Years ended December 31, 1997, 1996 and
   1995

   Statements of Income--Years ended December 31, 1997, 1996 and 1995

   Statements of Cash Flows--Years ended December 31, 1997, 1996 and 1995

   Notes to Financial Statements--December 31, l997

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.