EXHIBIT 99(b)


                     Exhibit 99(b) - Audit Committee Charter


                       GREAT NORTHERN IRON ORE PROPERTIES
                             AUDIT COMMITTEE CHARTER

ORGANIZATION

This Charter governs the operations of the Audit Committee. The Audit Committee
shall review and reassess the Charter at least annually and obtain the approval
of the Board of Trustees. The Audit Committee shall be appointed by the Board of
Trustees and shall comprise of at least three Trustees, each of whom are
independent of management and the Trust. Members of the Audit Committee shall be
considered independent as long as they do not accept any consulting, advisory or
other compensatory fee from the Trust and are not an affiliated person of the
Trust, and meet the independence requirements of the stock exchange listing
standards. All Audit Committee members shall be financially literate and at
least one member shall be a "financial expert," as defined by Securities and
Exchange Commission (SEC) regulations.

PURPOSE

The Audit Committee shall provide assistance to the Board of Trustees in
fulfilling their oversight responsibility to the certificate holders, potential
certificate holders, the investment community and others relating to: the
integrity of the Trust's financial statements; the financial reporting process;
the systems of internal accounting and financial controls; the performance of
the Trust's internal audit function and independent auditors; the independent
auditor's qualifications and independence; and the Trust's compliance with
ethics policies and legal and regulatory requirements. In so doing, it is the
responsibility of the Audit Committee to maintain free and open communication
between the Audit Committee, independent auditors, the internal audit function
and management of the Trust.

In discharging its oversight role, the Audit Committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities and personnel of the Trust and the authority to engage
independent counsel or other advisors as it determines necessary to carry out
its duties.

DUTIES AND RESPONSIBILITIES

The primary responsibility of the Audit Committee is to oversee the Trust's
financial reporting process on behalf of the Board of Trustees and report the
results of their activities to the Board of Trustees. Management is responsible
for preparation, presentation and integrity of the Trust's financial statements
and for the appropriateness of the accounting principles and reporting policies
that are used by the Trust. The independent auditors are responsible for
auditing the Trust's financial statements and for reviewing the Trust's
unaudited interim financial statements.


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


The Audit Committee, in carrying out its responsibilities, believes its policies
and procedures should remain flexible in order to best react to changing
conditions and circumstances. The Audit Committee should take the appropriate
actions to set the overall corporate "tone" for quality financial reporting,
sound business risk practices and ethical behavior. The following shall be the
principal duties and responsibilities of the Audit Committee. These are set
forth as a guide with the understanding that the Audit Committee may supplement
them as appropriate.

The Audit Committee shall be directly responsible for the appointment and
termination, compensation and oversight of the work of the independent auditors,
including resolution of disagreements between management and the auditor
regarding financial reporting. The Audit Committee shall preapprove all audit
and non-audit services provided by the independent auditors and shall not engage
the independent auditors to perform the specific non-audit services proscribed
by law or regulation. The Audit Committee may delegate preapproval authority to
a member of the Audit Committee. The decisions of any Audit Committee member to
whom preapproval authority is delegated must be presented to the full Audit
Committee at its next scheduled meeting.

At least annually, the Audit Committee shall obtain and review a report by the
independent auditors describing:

 o    The firm's internal quality control procedures.

 o    Any material issues raised by the most recent internal quality control
      review, or peer review, of the firm, or by any inquiry or investigation by
      governmental or professional authorities, within the preceding five years,
      respecting one or more independent audits carried out by the firm and any
      steps taken to deal with any such issues.

 o    All relationships between the independent auditor and the Trust (to assess
      the auditor's independence).

In addition, the Audit Committee shall set clear hiring policies for employees
or former employees of the independent auditors that meet the SEC regulations
and stock exchange listing standards.

The Audit Committee shall discuss with the internal audit function and the
independent auditors the overall scope and plans for their respective audits,
including the adequacy of staffing and compensation. Also, the Audit Committee
shall discuss with management, the internal audit function and the independent
auditors the adequacy and effectiveness of the accounting and financial
controls, including the Trust's policies and procedures to assess, monitor and
manage business risk, and legal and ethical compliance programs (e.g., Trust's
Code of Ethics).


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


The Audit Committee shall meet separately periodically with management, the
internal audit function and the independent auditors to discuss issues and
concerns warranting Audit Committee attention. The Audit Committee shall provide
sufficient opportunity for the internal audit function and the independent
auditors to meet privately with the members of the Audit Committee. The Audit
Committee shall review with the independent auditors any audit problems or
difficulties and management's response.

The Audit Committee shall receive regular reports from the independent auditors
on the critical policies and practices of the Trust and all alternative
treatments of financial information within generally accepted accounting
principles that have been discussed with management.

The Audit Committee shall review the interim financial statements and
disclosures under Management's Discussion and Analysis of Financial Condition
and Results of Operations with management and the independent auditors prior to
the filing of the Trust's Quarterly Report on Form 10-Q. Also, the Audit
Committee shall discuss the results of the quarterly review and any other
matters required to be communicated to the Audit Committee by the independent
auditors under generally accepted auditing standards. The Audit Committee shall
review and discuss earnings press releases. The chair of the Audit Committee may
represent the entire Audit Committee for the purposes of this review.

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

The Audit Committee shall establish procedures for the receipt, retention and
treatment of complaints received by the issuer regarding accounting, internal
accounting controls or auditing matters and the confidential, anonymous
submission by employees of the issuer of concerns regarding questionable
accounting or auditing matters.

The Audit Committee shall receive corporate attorneys' reports of evidence of a
material violation of securities laws or breaches of fiduciary duty.


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


The Audit Committee shall review management's assertions related to its
assessment of the effectiveness of internal controls as of the end of the most
recent fiscal year and the independent auditors' report on such assertions.

The Audit Committee shall prepare its report to be included in the Trust's
Annual Report on Form 10-K (as an exhibit), as required by SEC regulations.

The Audit Committee shall perform an evaluation of its performance at least
annually to determine whether it is functioning effectively.