Exhibit 13 -- Annual Report to Certificate Holders







                              GREAT NORTHERN IRON

                                 ORE PROPERTIES





                           ------------------------





                                  NINETY-SIXTH
                         ANNUAL REPORT OF THE TRUSTEES
                             TO CERTIFICATE HOLDERS






                                      FOR
                          YEAR ENDED DECEMBER 31, 2002





<PAGE>

                      GREAT NORTHERN IRON ORE PROPERTIES
                      W-1290 First National Bank Building
                             332 Minnesota Street
                       Saint Paul, Minnesota 55101-1361


                                (651) 224-2385
                              Fax (651) 224-2387

                               ----------------

    TRUSTEES                       OFFICERS
    JOSEPH S. MICALLEF             JOSEPH S. MICALLEF
     President of the Trustees      Chief Executive Officer

    ROGER W. STAEHLE*              THOMAS A. JANOCHOSKI
     Adjunct Professor              Vice President and Secretary
     University of Minnesota        Chief Financial Officer

    ROBERT A. STEIN*               ROGER P. JOHNSON
     Executive Director             Manager of Mines
     American Bar Association       Chief Engineer

    JOHN H. ROE, III*
     Chairman of the Board
     Bemis Company, Inc.


                               *Audit Committee

                               ----------------

               SHAREHOLDER RELATIONS DEPARTMENT, TRANSFER OFFICE
                                 AND REGISTRAR

                        Wells Fargo Shareowner Services
                                P.O. Box 64854
                       Saint Paul, Minnesota 55164-0854

                           Toll-free: 1-800-468-9716

                           MESABI IRON RANGE OFFICE

                            801 East Howard Street
                         Hibbing, Minnesota 55746-0429

                                (218) 262-3886
                               Fax (218) 262-4295



<PAGE>

                      GREAT NORTHERN IRON ORE PROPERTIES

                             SUMMARY OF OPERATIONS



<TABLE>
<CAPTION>
                                                                              YEAR ENDED DECEMBER 31
                                                -----------------------------------------------------------------------------------
                                                     2002             2001             2000              1999             1998
                                                -------------    -------------     -------------     -------------    -------------
<S>                                             <C>              <C>               <C>               <C>              <C>
Shipments from our mines (tons) .............     7,094,446        5,677,672         6,942,539         6,133,576        6,384,226
Royalty income ..............................   $ 9,141,886      $ 9,810,504       $11,772,582       $10,427,611      $11,234,050
Other income ................................       443,763          590,286           577,825           498,602          548,707
Net income ..................................     7,661,762        8,646,878        10,790,588         9,353,593       10,152,100
Total assets ................................    16,873,663       17,455,283        18,995,305        17,206,835       17,341,024
Average shares outstanding ..................     1,500,000        1,500,000         1,500,000         1,500,000        1,500,000
Earnings per share, based on weighted-average
 shares outstanding during the year .........   $      5.11      $      5.76       $      7.19       $      6.24      $      6.77
Declared distributions per share ............   $      5.40(1)   $      6.00(2)    $      6.80(3)    $      6.10(4)   $      6.30(5)

</TABLE>

                               ----------------
  (1) $1.10 pd 4/30/02; $1.40 pd 7/31/02; $1.40 pd 10/31/02; $1.50 pd 1/31/03
  (2) $1.40 pd 4/30/01; $1.50 pd 7/31/01; $1.50 pd 10/31/01; $1.60 pd 1/31/02
  (3) $1.10 pd 4/28/00; $1.50 pd 7/31/00; $1.80 pd 10/31/00; $2.40 pd 1/31/01
  (4) $1.40 pd 4/30/99; $1.50 pd 7/30/99; $1.60 pd 10/29/99; $1.60 pd 1/31/00
  (5) $1.20 pd 4/30/98; $1.50 pd 7/31/98; $1.80 pd 10/30/98; $1.80 pd 1/29/99


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                  OPERATIONS

Results of Operations: "Royalty income" for 2002 was less than that of 2001
primarily due to credit for previously paid minimum royalties being applied to
taconite production in 2002. "Royalty income" for 2001 was less than that of
2000 primarily due to decreased taconite production from Trust lands. "Other
income" for 2002 was less than that of 2001 mainly due to a reduced yield on
our funds held for investment. "Other income" for 2001 was slightly more than
that of 2000 mainly due to improved investment income, offset in part by
reduced timber revenues received. Please refer to Note A of the Financial
Statements, which provides general information about Great Northern Iron Ore
Properties.

Liquidity: In the interest of preservation of principal of Court-approved
reserves and guided by the restrictive provisions of Section 646 of the Tax
Reform Act of 1986, as amended, monies are invested primarily in United States
Treasury securities with maturity dates not to exceed three years and, along
with cash flows from operations, are deemed adequate to meet currently
foreseeable liquidity needs.

                                       2



<PAGE>

To Certificate Holders:

     The Trustees of Great Northern Iron Ore Properties ("Trust") own fee title
to certain mineral and nonmineral lands situated on the Mesabi Iron Range of
Minnesota. Many of these properties are leased to companies that mine the ores.
The Trust has no subsidiaries.

     During 2002, the major source of income to the Trust was royalty derived
from taconite production and minimum royalties. Certain leases provide the
mining companies the ability to offset excess royalties due on future
production, if any and when mined, against minimum royalties paid in prior
periods. Accumulated minimum royalties amounted to $5,508,228 on December 31,
2002.

     Although production from Trust lands increased over last year, credit for
previously paid minimum royalties applied on current year taconite production
caused a reduction in royalty income. A Summary of Shipments is tabulated on
the last page of this report.

     The Trustees declared four quarterly distributions in 2002 totaling $5.40
per share. The first, in the amount of $1.10 per share, was paid on April 30,
2002 to certificate holders of record on March 28, 2002; the second, in the
amount of $1.40 per share, was paid on July 31, 2002 to certificate holders of
record on June 28, 2002; the third, in the amount of $1.40 per share, was paid
on October 31, 2002 to certificate holders of record on September 30, 2002; and
the fourth, in the amount of $1.50 per share, was paid on January 31, 2003 to
certificate holders of record on December 31, 2002.

     The Trustees declared four quarterly distributions in 2001 totaling $6.00
per share. The first, in the amount of $1.40 per share, was paid on April 30,
2001 to certificate holders of record on March 30, 2001; the second, in the
amount of $1.50 per share, was paid on July 31, 2001 to certificate holders of
record on June 29, 2001; the third, in the amount of $1.50 per share, was paid
on October 31, 2001 to certificate holders of record on September 28, 2001; and
the fourth, in the amount of $1.60 per share, was paid on January 31, 2002 to
certificate holders of record on December 31, 2001.

     The Trustees intend to continue quarterly distributions and set the record
date as of the last business day of each quarter. The next distribution will be
paid in late April 2003 to certificate holders of record on March 31, 2003.

     Shares of beneficial interest in the Trust are traded on the New York
Stock Exchange under the ticker symbol "GNI." There were 1,867 certificate
holders of record on December 31, 2002. The high and low prices for the
quarterly periods commencing January 1, 2001 through December 31, 2002 were as
follows:

                             2002                        2001
                   -------------------------   -------------------------
QUARTER                HIGH          LOW           HIGH          LOW
----------------   -----------   -----------   -----------   -----------
First ..........    $  75.10      $  59.00      $  68.65      $  53.75
Second .........       67.00         59.10         69.75         56.65
Third ..........       67.00         54.50         77.00         61.00
Fourth .........       67.00         54.35         77.00         66.35


                                       3
<PAGE>

     The following is a summary of quarterly results of operations (unaudited)
for the years ended December 31, 2002 and 2001 (in thousands of dollars, except
per share amounts):

<TABLE>
<CAPTION>
                                                           QUARTER ENDED
                                        ---------------------------------------------------
                                         MARCH 31      JUNE 30      SEPT. 30      DEC. 31
                                        ----------   -----------   ----------   -----------
<S>                                     <C>          <C>           <C>          <C>
2002
  Royalty income ....................    $ 1,567       $ 2,691      $ 1,983       $ 2,901
  Interest and other income .........        153           101           95            95
                                         -------       -------      -------       -------
  Gross income ......................      1,720         2,792        2,078         2,996
  Expenses ..........................        490           457          471           506
                                         -------       -------      -------       -------
  Net income ........................    $ 1,230       $ 2,335      $ 1,607       $ 2,490
                                         =======       =======      =======       =======
  Earnings per share ................    $   .82       $  1.56      $  1.07       $  1.66
                                         =======       =======      =======       =======
2001
  Royalty income ....................    $ 1,930       $ 3,177      $ 2,097       $ 2,607
  Interest and other income .........        157           144          145           144
                                         -------       -------      -------       -------
  Gross income ......................      2,087         3,321        2,242         2,751
  Expense ...........................        453           439          421           441
                                         -------       -------      -------       -------
  Net income ........................    $ 1,634       $ 2,882      $ 1,821       $ 2,310
                                         =======       =======      =======       =======
  Earnings per share ................    $  1.09       $  1.92      $  1.21       $  1.54
                                         =======       =======      =======       =======
</TABLE>

     The terms of the Great Northern Iron Ore Properties Trust Agreement,
created December 7, 1906, state that the Trust shall continue for twenty years
after the death of the last surviving of eighteen named in the Trust Agreement.
The last survivor of these eighteen named in the Trust Agreement died April 6,
1995. According to the terms of the Trust Agreement, the Trust now terminates
twenty years from April 6, 1995, that being April 6, 2015. The termination of
the Trust on April 6, 2015 means that there will be no trading of the Trust's
1,500,000 certificates of beneficial interest (shares) on the New York Stock
Exchange beyond that date. At the end of the Trust, all monies remaining in the
hands of the Trustees (after paying and providing for all expenses and
obligations of the Trust) shall be distributed ratably among the certificate
holders (term beneficiaries), while all property other than monies shall be
conveyed and transferred to the reversionary beneficiary (formerly Lake
Superior Company, Limited), or its successors or assigns (Glacier Park Company,
a wholly owned subsidiary of Burlington Resources, Inc.). In addition, by the
terms of a District Court Order dated November 29, 1982, the reversioner, in
effect, is required to pay the balance in the Principal Charges account (as
explained in Note D of the Financial Statements) which primarily represents the
costs of acquiring homes and land parcels on the iron formation that are
necessary for the orderly mine development by United States Steel Corporation
under its 1959 lease with the Trustees. This account balance, which may
increase or decrease, will be added to the cash distributable to the
certificate holders of record at the termination of the Trust.

     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


                                       4



<PAGE>

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. 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.

     A Tax Return Guide was mailed in January 2003 to all "record date"
certificate holders shown on our stock transfer agent's records during 2002.
This guide was intended to assist the investor in addressing many of the issues
that arise in reporting the Trust operations for federal and state income tax
purposes due to Section 646.

     We will, upon request, be happy to furnish certificate holders an Annual
Report on Form 10-K and a Tax Return Guide for any recent year.


                                        Respectfully submitted,



                                        Joseph S. Micallef    Roger W. Staehle
                                        Robert A. Stein       John H. Roe, III

Saint Paul, Minnesota
March 14, 2003


                                       5



<PAGE>

                      GREAT NORTHERN IRON ORE PROPERTIES

                              STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                                           YEAR ENDED DECEMBER 31
                                               ----------------------------------------------
                                                   2002              2001            2000
                                               -----------       -----------      -----------
<S>                                           <C>               <C>               <C>
REVENUES
  Royalties ...............................    $ 9,141,886       $ 9,810,504      $11,772,582
  Interest earned .........................        353,874           518,446          476,333
  Rent and other ..........................         89,889            71,840          101,492
                                               -----------       -----------      -----------
                                                 9,585,649        10,400,790       12,350,407
EXPENSES
  Royalties ...............................          4,623             4,623            4,623
  Real estate and payroll taxes ...........        124,899           136,828          122,290
  Inspection and care of property .........        466,323           411,483          390,439
  Administrative and general ..............      1,083,429           956,948          809,224
  Provision for depreciation and
   amortization ...........................        244,613           244,030          233,243
                                               -----------       -----------      -----------
                                                 1,923,887         1,753,912        1,559,819
                                               -----------       -----------      -----------
NET INCOME ................................    $ 7,661,762       $ 8,646,878      $10,790,588
                                               ===========       ===========      ===========
EARNINGS PER SHARE ........................    $      5.11       $      5.76      $      7.19
                                               ===========       ===========      ===========
</TABLE>


                       STATEMENTS OF BENEFICIARIES' EQUITY

<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31
                                              -----------------------------------------------
                                                  2002               2001             2000
                                              ------------       -----------      -----------
<S>                                            <C>               <C>              <C>
Balance at beginning of year ..............    $14,962,627       $15,315,749      $14,725,161
Net income for the year ...................      7,661,762         8,646,878       10,790,588
                                              ------------       -----------      -----------
                                                22,624,389        23,962,627       25,515,749
Deduct declaration of distributions on
 shares of beneficial interest, per
 share:  2002 -- $5.40; 2001 -- $6.00;
 2000 -- $6.80 ............................      8,100,000         9,000,000       10,200,000
                                              ------------       -----------      -----------
Balance at end of year ....................    $14,524,389       $14,962,627      $15,315,749
                                              ============       ===========      ===========
</TABLE>

                            See accompanying notes.


                                       6



<PAGE>

                      GREAT NORTHERN IRON ORE PROPERTIES

                                 BALANCE SHEETS

                                     ASSETS


<TABLE>
<CAPTION>
                                                                      DECEMBER 31
                                                             ----------------------------
                                                                 2002             2001
                                                             -----------      -----------
<S>                                                          <C>              <C>
CURRENT ASSETS
  Cash and cash equivalents ..............................   $   663,230      $   759,281
  United States Treasury securities (NOTE B) .............     4,242,067        4,344,646
  Royalties receivable ...................................     2,635,883        2,308,941
  Prepaid expenses .......................................         2,760            2,760
                                                             -----------      -----------
TOTAL CURRENT ASSETS .....................................     7,543,940        7,415,628
NONCURRENT ASSETS
  United States Treasury securities (NOTE B) .............     3,760,674        4,278,541
  Prepaid pension expense (NOTE E) .......................       708,207          701,473
                                                             -----------      -----------
                                                               4,468,881        4,980,014
PROPERTIES
  Mineral lands (NOTES B AND C) ..........................    38,577,007       38,577,007
  Less allowances for depletion and amortization .........    33,873,565       33,665,365
                                                             -----------      -----------
                                                               4,703,442        4,911,642
  Building and equipment -- at cost, less
   allowances for accumulated depreciation
   (2002 -- $197,020; 2001 -- $190,784) ..................       157,400          147,999
                                                             -----------      -----------
                                                               4,860,842        5,059,641
                                                             -----------      -----------
                                                             $16,873,663      $17,455,283
                                                             ===========      ===========

                              LIABILITIES AND BENEFICIARIES' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses ..................   $    85,574      $    89,556
  Distributions ..........................................     2,250,000        2,400,000
                                                             -----------      -----------
TOTAL CURRENT LIABILITIES ................................     2,335,574        2,489,556
NONCURRENT LIABILITIES ...................................        13,700            3,100
BENEFICIARIES' EQUITY, including certificate
 holders' equity, represented by 1,500,000 shares of
 beneficial interest authorized and outstanding, and
 reversionary interest (NOTES A AND D) ...................    14,524,389       14,962,627
                                                             -----------      -----------
                                                             $16,873,663      $17,455,283
                                                             ===========      ===========
</TABLE>

                            See accompanying notes.

                                       7



<PAGE>

                      GREAT NORTHERN IRON ORE PROPERTIES

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31
                                                         ---------------------------------------------
                                                              2002            2001            2000
                                                         ------------    -------------    ------------
<S>                                                     <C>             <C>              <C>
OPERATING ACTIVITIES
  Cash received from royalties and rents ..............  $  8,904,833    $  10,731,058    $ 11,146,281
  Cash paid to suppliers and employees ................    (1,679,390)      (1,614,403)     (1,479,149)
  Interest received ...................................       399,320          542,970         455,519
                                                         ------------    -------------    ------------
    NET CASH PROVIDED BY
     OPERATING ACTIVITIES .............................     7,624,763        9,659,625      10,122,651

INVESTING ACTIVITIES
  United States Treasury securities purchased .........    (3,725,000)      (5,384,625)     (5,268,478)
  United States Treasury securities matured ...........     4,300,000        6,228,103       4,350,000
  Net expenditures for equipment ......................       (45,814)         (19,663)        (93,174)
                                                         ------------    -------------    ------------
    NET CASH PROVIDED BY (USED IN)
     INVESTING ACTIVITIES .............................       529,186          823,815      (1,011,652)

FINANCING ACTIVITIES
  Distributions paid ..................................    (8,250,000)     (10,200,000)     (9,000,000)
                                                         ------------    -------------    ------------
    NET CASH USED IN
     FINANCING ACTIVITIES .............................    (8,250,000)     (10,200,000)     (9,000,000)
                                                         ------------    -------------    ------------
  NET (DECREASE) INCREASE IN CASH
   AND CASH EQUIVALENTS ...............................       (96,051)         283,440         110,999

  CASH AND CASH EQUIVALENTS
   AT BEGINNING OF YEAR ...............................       759,281          475,841         364,842
                                                         ------------    -------------    ------------
  CASH AND CASH EQUIVALENTS
   AT END OF YEAR .....................................  $    663,230    $     759,281    $    475,841
                                                         ============    =============    ============
RECONCILIATION OF NET INCOME TO NET
 CASH PROVIDED BY OPERATING ACTIVITIES
  Net income ..........................................  $  7,661,762    $   8,646,878    $ 10,790,588
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Depreciation and amortization .....................       244,613          244,030         233,243
    Net decrease (increase) in assets:
      Accrued interest ................................        45,446           24,524         (20,814)
      Royalties receivable ............................      (326,942)         848,714        (588,632)
      Prepaid expenses ................................        (6,734)        (117,621)       (150,455)
      Surface lands ...................................            --               --        (139,161)
    Net increase (decrease) in liabilities:
      Accrued liabilities .............................         6,618           13,100          (2,118)
                                                         ------------    -------------    ------------
         NET CASH PROVIDED BY
          OPERATING ACTIVITIES ........................  $  7,624,763    $   9,659,625    $ 10,122,651
                                                         ============    =============    ============
</TABLE>

                            See accompanying notes.

                                       8



<PAGE>

                      GREAT NORTHERN IRON ORE PROPERTIES

                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2002


NOTE A - BUSINESS AND TERMINATION OF THE TRUST
         AND LEGAL PROCEEDINGS

     Great Northern Iron Ore Properties ("Trust") is presently involved solely
with the leasing and maintenance of mineral lands owned by the Trust on the
Mesabi Iron Range of Minnesota. Royalty income is derived from taconite
production and minimums. Royalty income (which is not in direct ratio to
tonnage shipped) from two significant operating lessees was as follows: 2002 --
$5,614,000 and $3,398,000; 2001 -- $6,422,000 and $3,157,000; and 2000 --
$6,327,000 and $4,890,000.

     The terms of the Great Northern Iron Ore Properties Trust Agreement,
created December 7, 1906, state that the Trust shall continue for twenty years
after the death of the last surviving of eighteen named in the Trust Agreement.
The last survivor of these eighteen named in the Trust Agreement died April 6,
1995. According to the terms of the Trust Agreement, the Trust now terminates
twenty years from April 6, 1995, that being April 6, 2015. The termination of
the Trust on April 6, 2015 means that there will be no trading of the Trust's
1,500,000 certificates of beneficial interest (shares) on the New York Stock
Exchange beyond that date. At the end of the Trust, all monies remaining in the
hands of the Trustees (after paying and providing for all expenses and
obligations of the Trust) shall be distributed ratably among the certificate
holders (term beneficiaries), while all property other than monies shall be
conveyed and transferred to the reversionary beneficiary (formerly Lake
Superior Company, Limited), or its successors or assigns (Glacier Park Company,
a wholly owned subsidiary of Burlington Resources, Inc.). In addition, by the
terms of a District Court Order dated November 29, 1982, the reversioner, in
effect, is required to pay the balance in the Principal Charges account (see
Note D) which primarily represents the costs of acquiring homes and land
parcels on the iron formation that are necessary for the orderly mine
development by United States Steel Corporation under its 1959 lease with the
Trustees. This account balance, which may increase or decrease, will be added
to the cash distributable to the certificate holders of record at the
termination of the Trust.

     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


                                       9



<PAGE>

NOTE A - BUSINESS AND TERMINATION OF THE TRUST
         AND LEGAL PROCEEDINGS (CONTINUED)


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 1, 2002, certificate holders of record as of March
1, 2002 and the reversioner were notified of a Hearing on May 1, 2002 in Ramsey
County Courthouse, Saint Paul, Minnesota, for the purpose of settling and
allowing the Trust accounts for the year 2001. By Court Order signed and dated
May 1, 2002, the 2001 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.

     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 income tax information in January 2003 to
certificate holders of record with holdings on any of the four quarterly record
dates during 2002. This information included a:

    SUBSTITUTE FORM 1099-MISC -- This form reported one's 2002 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 2002.

    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.


                                       10



<PAGE>

NOTE B - SIGNIFICANT ACCOUNTING POLICIES

     CASH AND CASH EQUIVALENTS: For purposes of the statements of cash flows,
the Trust considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.

     SECURITIES: United States Treasury securities are classified as
"held-to-maturity" securities and are carried at cost, adjusted for accrued
interest and amortization of premium or discount. Securities listed as
noncurrent assets will mature in 2004. Following is an analysis of the
securities as of December 31:


<TABLE>
<CAPTION>
                                           CURRENT                        NONCURRENT
                                  --------------------------      --------------------------
                                      2002           2001            2002            2001
                                  ----------      ----------      ----------      ----------
<S>                              <C>             <C>             <C>             <C>
Aggregate fair value .........    $4,233,297      $4,394,750      $3,798,859      $4,286,086
Gross unrealized holding
 gains .......................       (41,928)        (92,021)        (57,196)        (66,177)
Gross unrealized holding
 losses ......................            --              --              --           7,934
                                  ----------      ----------      ----------      ----------
Amortized cost basis .........     4,191,369       4,302,729       3,741,663       4,227,843
Accrued interest .............        50,698          41,917          19,011          50,698
                                  ----------      ----------      ----------      ----------
                                  $4,242,067      $4,344,646      $3,760,674      $4,278,541
                                  ==========      ==========      ==========      ==========
</TABLE>

     MINERAL LANDS: Mineral lands, including surface lands, are carried at
amounts which represent, principally, either cost at acquisition or values on
March 1, 1913. The value of the merchantable ore deposits was established on
March 1, 1913 for federal income tax purposes. No value has been estimated or
recorded for taconite deposits held on March 1, 1913 since they were not then
thought to be merchantable. The cost of surface lands acquired to facilitate
mining operations was amortized (noncash expense) in the amounts of $208,200,
$208,200 and $198,444 for the years 2002, 2001 and 2000, respectively (see
Note C).

     ROYALTY INCOME: Royalties from mineral leases (with cancellation terms
varying from six months to one year) are taken into income as earned. Certain
leases provide the mining companies the ability to offset excess royalties due
on future production, if any and when mined, against minimum royalties paid in
prior periods. Accumulated minimum royalties amounted to $5,508,228 on December
31, 2002 and $6,116,215 on December 31, 2001.

     USE OF ESTIMATES: The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual results could differ
from those estimates.

     EARNINGS PER SHARE: Earnings per share is determined by dividing net
income for the period by the number of weighted-average shares of beneficial


                                       11



<PAGE>

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

interest outstanding. Weighted-average shares outstanding were 1,500,000 as of
December 31, 2002, 2001 and 2000. Basic and diluted earnings per share are the
same.


NOTE C - LAND ACQUISITION

     A mining agreement dated January 1, 1959 with United States Steel
Corporation provides that one-half of annual earned royalty income, after
satisfaction of minimum royalty payments, shall be applied to reimburse the
lessee for its cost of acquisition of surface lands overlying the leased
mineral deposits, which surface lands are then conveyed to the Trustees (see
Note B). There are surface lands yet to be purchased, the costs of which are
yet unknown and will not be known until the actual purchases are made.


NOTE D - PRINCIPAL CHARGES ACCOUNT

     Pursuant to the Court Order of November 29, 1982, the Trustees were
directed to create and maintain an account designated as "Principal Charges."
This account constitutes a first and prior lien between the certificate holders
and the reversioner, and reflects an allocation of beneficiaries' equity
between the certificate holders and the reversioner. The balance in this
account consists of attorneys' fees and expenses of counsel for adverse parties
pursuant to the Court Order in connection with litigation commenced in 1972
relating to the Trustees' powers and duties under the Trust Instrument and the
cost of surface lands acquired in accordance with provisions of a lease with
United States Steel Corporation, net of an allowance to amortize the cost of
the land based on actual shipments of taconite and net of a credit for
disposition of tangible assets. Following is an analysis of this account as of
December 31:

                                             2002               2001
                                          ----------         ----------
Attorneys' fees and expenses ..........   $1,024,834         $1,024,834
Cost of surface lands .................    5,703,265          5,703,265
Cumulative shipment credits ...........   (1,032,462)          (940,354)
Asset disposition credits .............      (20,106)           (20,106)
                                          ----------         ----------
Principal Charges account .............   $5,675,531         $5,767,639
                                          ==========         ==========

     Upon termination of the Trust, the Trustees shall either sell tangible
assets or obtain a loan with tangible assets as security to provide monies for
distribution to the certificate holders in the amount of the Principal Charges
account balance.


                                       12



<PAGE>

NOTE E - PENSION PLAN

     The Trust has a noncontributory defined benefit plan which covers all
employees. The Trustees are not eligible for pension benefits under the plan
based on services as Trustees. A summary of the components of net periodic
pension cost (benefit), a noncash item, for 2002, 2001 and 2000 is as follows:


<TABLE>
<CAPTION>
                                         2002             2001            2000
                                       --------        ---------       ---------
<S>                                    <C>             <C>             <C>
Service cost. ......................   $ 68,225        $  60,327       $  58,977
Interest cost ......................    200,623          199,131         206,767
Expected return on assets ..........   (302,688)        (331,298)       (350,238)
Net amortization ...................     27,106          (45,781)        (65,961)
                                       --------        ---------       ---------
Net pension benefit ................   $ (6,734)       $(117,621)      $(150,455)
                                       ========        =========       =========
</TABLE>

     Weighted-average assumptions used in the measurement of the benefit
obligation as of December 31 were:


<TABLE>
<CAPTION>
                                               2002         2001
                                            ----------   ----------
<S>                                         <C>          <C>
Discount rate ...........................       6.50%        7.25%
Rate of compensation increase ...........       3.50%        3.50%
Expected return on plan assets ..........       8.00%        8.00%
</TABLE>

     The following table sets forth the change in benefit obligation:


<TABLE>
<CAPTION>
                                            2002            2001
                                        ----------      ----------
<S>                                    <C>             <C>
Obligation at January 1 ............    $2,885,049      $2,769,265
Service cost .......................        68,225          60,327
Interest cost ......................       200,623         199,131
Actuarial loss .....................       499,972         101,831
Benefit payments ...................      (245,984)       (245,505)
                                        ----------      ----------
Obligation at December 31 ..........    $3,407,885      $2,885,049
                                        ==========      ==========
</TABLE>

     The following table sets forth the change in the fair value of plan
assets:


<TABLE>
<CAPTION>
                                                          2002            2001
                                                       ----------      ----------
<S>                                                   <C>             <C>
Fair value of plan assets at January l ............    $3,901,435      $4,255,408
Actual loss on plan assets ........................      (282,673)       (108,468)
Benefit payments ..................................      (245,984)       (245,505)
                                                       ----------      ----------
Fair value of plan assets at December 31 ..........    $3,372,778      $3,901,435
                                                       ==========      ==========
</TABLE>



                                       13



<PAGE>

NOTE E - PENSION PLAN (CONTINUED)

     The following table sets forth the plan's funded status and amounts
recognized in the balance sheets at December 31:


<TABLE>
<CAPTION>
                                                2002            2001
                                             ----------      ----------
<S>                                          <C>             <C>
Benefit obligation .......................   $3,407,885      $2,885,049
Fair value of plan assets ................    3,372,778       3,901,435
                                             ----------      ----------
Plan assets (less than) in excess of
 benefit obligation ......................      (35,107)      1,016,386
Unrecognized net loss (gain) .............      726,041        (359,292)
Unrecognized prior service cost ..........       17,273          44,379
                                             ----------      ----------
Prepaid pension expense. .................   $  708,207       $ 701,473
                                             ==========      ==========
</TABLE>

NOTE F - INCOME TAXES

     The Trustees filed an election under Section 646 of the Tax Reform Act of
1986, as amended. As discussed in Note A, beginning in 1989 the Trust is no
longer subject to federal or Minnesota corporate income taxes provided the
requirements of Section 646 are met. The principal requirements are:

    The Trust must be exclusively engaged in the leasing of mineral properties
    and activities incidental thereto.

    The Trust must not acquire any additional property other than permissible
    acquisitions as provided by Section 646.

     If these requirements are violated, the Trust will be treated as a
corporation for the taxable year in which the violation occurs and for all
subsequent taxable years. Since the election of Section 646, the Trust has
remained in compliance with these requirements.


NOTE G - LEASE COMMITMENTS

     The Trust leases office facilities in Saint Paul, Minnesota. These leases
include various renewal options and exclude any contingent rental provisions.
Rental expense for these operating leases amounted to $61,823, $60,455 and
$60,771 for the years 2002, 2001 and 2000, respectively.


                                       14



<PAGE>

                         REPORT OF ERNST & YOUNG LLP,

                             INDEPENDENT AUDITORS




The Trustees
Great Northern Iron Ore Properties

     We have audited the accompanying balance sheets of Great Northern Iron Ore
Properties as of December 31, 2002 and 2001, and the related statements of
beneficiaries' equity, income and cash flows for each of the three years in the
period ended December 31, 2002. These financial statements are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Great Northern Iron Ore
Properties at December 31, 2002 and 2001 and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
2002, in conformity with accounting principles generally accepted in the United
States.



                                                        /s/ ERNST & YOUNG LLP



Minneapolis, Minnesota
January 31, 2003

                                       15



<PAGE>

                      GREAT NORTHERN IRON ORE PROPERTIES

                              SUMMARY OF SHIPMENTS



<TABLE>
<CAPTION>
                                                             FULL TONS SHIPPED
                                             --------------------------------------------------
                                                                                    TOTAL TO
                                  OWNERSHIP                                        JANUARY 1,
  NO.             MINE             INTEREST      2002        2001        2000         2003
------ ------------------------- ----------- ----------- ----------- ----------- --------------
<S>    <C>                       <C>         <C>         <C>         <C>         <C>
  1.   Mahoning ................     100%    1,358,481   1,065,096   2,101,371   154,298,373
  2.   Ontario 100% ............     100%       10,927       9,660          --     8,748,234
  3.   Ontario 50% .............      50%    1,840,736     213,075     353,310    17,847,163
  4.   Section 18 ..............     100%           --         302       5,790    27,917,849
  5.   Russell Annex ...........      50%        9,924     134,432     477,678     3,557,057
  6.   Mississippi #3 ..........     100%       82,429       2,724          --     3,829,564
  7.   Wentworth ...............     100%           --          --      34,721     6,505,859
  8.   Minntac .................     100%    3,791,949   4,252,383   3,969,669    42,505,636
                                             ---------   ---------   ---------   -----------
                                             7,094,446   5,677,672   6,942,539   265,209,735
       Shipments from inactive
       mines and those
       exhausted, surrendered
       or sold prior to
       this year ...............                    --          --          --   354,802,196
                                             ---------   ---------   ---------   -----------
        TOTAL ..................             7,094,446   5,677,672   6,942,539   620,011,931
                                             =========   =========   =========   ===========
</TABLE>


 NO.                       OPERATING INTEREST
-----   --------------------------------------------------------
1-3     Hibbing Taconite Company
4-6     National Steel Corporation
  7     Cleveland Cliffs Erie LLC
  8     United States Steel LLC

                                      16



<PAGE>



    GREAT NORTHERN IRON ORE PROPERTIES
   W-1290 FIRST NATIONAL BANK BUILDING
           332 MINNESOTA STREET
     SAINT PAUL, MINNESOTA 55101-1361


                                                              FIRST CLASS
                                                              U.S. POSTAGE
                                                                  PAID
                                                               PERMIT #43
                                                            MINNEAPOLIS, MN

FIRST CLASS MAIL