ANNUAL REPORT ON FORM 10-K

                       GREAT NORTHERN IRON ORE PROPERTIES

                                DECEMBER 31, 1999

<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, 1999         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, 2000 - 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, 1999 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
          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, 7,152 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
          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, 2000 was equivalent to 389,880,000 tons of pellets.

          Present leases provide for minimum payments (advance royalties)
          aggregating approximately $2,422,000 for the year 2000 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.

          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 1999,
          1998 and 1997:

                                                          TONS SHIPPED
                                               ---------------------------------
                                                  1999        1998        1997
                                               ---------------------------------

         United States Steel Corporation (USX) 3,014,550   2,833,531   2,376,940
         Hibbing Taconite Company              1,874,302   2,739,779   2,607,332
         National Steel Corporation              811,852     656,164     349,842
         LTV Steel Mining Company                432,872     154,752      29,120
                                               ---------------------------------
                                               6,133,576   6,384,226   5,363,234
                                               =================================

          At December 31, 1999, 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.


                                       2
<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 2000 to
          certificate holders of record with holdings on any of the four
          quarterly record dates during 1999. This information included a:

          Substitute Form 1099-MISC - This form reported one's 1999 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 1999.

          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. 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                          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 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 7, 1999, certificate holders of record as of
          March 3, 1999 and the reversioner were notified of a hearing on May
          12, 1999 in Ramsey County Courthouse, Saint Paul, Minnesota, for the
          purpose of settling and allowing the Trust accounts for the year 1998.
          By Court Order signed and dated May 12, 1999, the 1998 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.

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
          pages 3 and 4 of the annual report to certificate holders for the year
          ended December 31, 1999 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, 1999 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, 1999 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,
          1999, are incorporated herein by reference:

            Balance Sheets--December 31, 1999 and 1998.

            Statements of Income--Years ended December 31, 1999, 1998 and 1997.

            Statements of Beneficiaries' Equity--Years ended December 31, 1999,
            1998 and 1997.

            Statements of Cash Flows--Years ended December 31, 1999, 1998 and
            1997.

            Notes to Financial Statements--December 31, 1999.

          Quarterly Results of Operations on page 4 of the annual report to
          certificate holders for the year ended December 31, 1999 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      66      23 years
          Harry L. Holtz         Trustee                        81      28
          Roger W. Staehle       Trustee                        66      18
          Robert A. Stein        Trustee                        61      18
          Thomas A. Janochoski   Vice President and Secretary   41       8

          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;
            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.

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

          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                     1999     $90,000     $35,000
            Harry L. Holtz                         1998      90,000      35,000
            Harry L. Holtz                         1997      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.


                                       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,
               1999.

          (b)  There were no securities owned by the Trustees or officers as of
               December 31, 1999.

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--Tax Return Guide

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


                                       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                            2/24/00
                  ------------------------------------------   -----------------
                  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/ Harry L. Holtz                                 2/8/00
                  ------------------------------------------   -----------------
                  Harry L. Holtz, Trustee                             Date



                  /s/ Roger W. Staehle                               2/9/00
                  ------------------------------------------   -----------------
                  Roger W. Staehle, Trustee                           Date



                  /s/ Robert A. Stein                                2/19/00
                  ------------------------------------------   -----------------
                  Robert A. Stein, Trustee                            Date



                  /s/ Thomas A. Janochoski                           2/8/00
                  ------------------------------------------   -----------------
                  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, 1999



                       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, 1999, are incorporated by reference in Item 8:

   Balance Sheets--December 31, 1999 and 1998

   Statements of Income--Years ended December 31, 1999, 1998 and 1997

   Statements of Beneficiaries' Equity--Years ended December 31, 1999, 1998
   and 1997

   Statements of Cash Flows--Years ended December 31, 1999, 1998 and 1997

   Notes to Financial Statements--December 31, l999

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