Exhibit 99(c) - Report of Audit Committee

                       GREAT NORTHERN IRON ORE PROPERTIES
                            Report of Audit Committee
                          Year ended December 31, 2000

The Audit Committee oversees the Trust's financial reporting process on behalf
of the Board of Trustees. Management has the primary responsibility for the
financial statements and the reporting process including the systems of internal
controls. In fulfilling its oversight responsibilities, the Audit Committee
reviewed the audited financial statements in the Annual Report with management
including a discussion of the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments and the
clarity of disclosures in the financial statements.

The Audit Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of the Trust's accounting principles
and such other matters as are required to be discussed with the Audit Committee
under generally accepted auditing standards. In addition, the Audit Committee
has discussed with the independent auditors the auditors' independence from
management and the Trust including the matters in the written disclosures
required by the Independence Standards Board.

The Audit Committee discussed with the Trust's independent auditors the overall
scope and plans for their audit. The Audit Committee met with the independent
auditors, with and without management present, to discuss the results of their
examination, their evaluation of the Trust's internal controls and the overall
quality of the Trust's financial reporting.

Subject to approval by the Board of Trustees, the Audit Committee has
recommended the reappointment of Ernst & Young LLP as independent auditors to
the financial statements of the Trust for the current fiscal year. Fees for the
last annual audit were $36,600 and all other fees were $2,400.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Trustees that the audited financial
statements be included in the Annual Report on Form 10-K for the year ended
December 31, 2000 for filing with the Securities and Exchange Commission.

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             Exhibit 99 (c) - Report of Audit Committee (continued)

Respectfully submitted,

/s/ Robert A. Stein
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Audit Committee Chairman

/s/ Roger W. Staehle
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Audit Committee Member

/s/ Harry L. Holtz*
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Audit Committee Member                                  Dated: February 22, 2001

*Mr. Holtz is not independent pursuant to Section 303 of the New York Stock
Exchange's Listed Company Manual ("Manual"). Mr. Holtz was the Chief Executive
Officer and President of the Trustees until his resignation December 31, 1998.
Consequently, he is not considered independent until three years elapse after
his resignation. The Trustees have elected to utilize the "override" provision
pursuant to Section 303.02(D) of the Manual whereby they concluded it was in the
best interests of the Trust and its certificate holders to appoint Mr. Holtz to
the Audit Committee, thereby drawing upon and utilizing his years of financial
and trust experience.