ANNUAL REPORT ON FORM 10-K
                       GREAT NORTHERN IRON ORE PROPERTIES
                               DECEMBER 31, 1996

                       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, 1996        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, 1997 - 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, 1996 are incorporated by reference into Part II.



PART I

Item 1.  BUSINESS

         The Registrant ("Trust") owns in fee, mineral and non-mineral 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 tonnages 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, 1997 was equivalent to 403,300,000 tons of pellets.

         Present leases provide for minimum payments (advance royalties)
         aggregating approximately $1,688,000 for the year 1997 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.

         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 1996,
         1995 and 1994:

                                                  TONS SHIPPED
                                    -------------------------------------------
                                        1996            1995          1994
                                    -------------------------------------------

         United States Steel
             Corporation (USX)        2,739,614      1,637,165      1,118,136
         Hibbing Taconite Company     1,890,509      3,381,057      2,953,027
         National Steel Corporation   1,349,404        979,125        115,581
         LTV Steel Mining Company             -              -         22,807
                                    -------------------------------------------
                                      5,979,527      5,997,347      4,209,551
                                    ===========================================

         At December 31, 1996, 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.

         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 1997 to
         certificate holders of record with holdings on any of the four
         quarterly record dates during 1996. This information included a:

         Substitute Form 1099-MISC - This form reported one's 1996 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 1996.

         Tax Return Guide - This guide instructed the certificate holder as to
         the preparation of their income tax returns with respect to income
         allocated from the Trust and various deductions allowable.

         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>

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 March 22, 1996, certificate holders of record as of
         March 6, 1996 and the reversioner were notified of a hearing on April
         16, 1996 in Ramsey County Courthouse, Saint Paul, Minnesota, for the
         purpose of settling and allowing the Trust accounts for the year 1995.
         By Court Order signed and dated April 16, 1996, 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.

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

         None.


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, 1996 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, 1996 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, 1996 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,
         1996, are incorporated herein by reference:

           Balance Sheets--December 31, 1996 and 1995.

           Statements of Income--Years ended December 31, 1996, 1995 and 1994.

           Statements of Beneficiaries' Equity--Years ended December 31, 1996,
           1995 and 1994.

           Statements of Cash Flows--Years ended December 31, 1996, 1995 and
           1994.

           Notes to Financial Statements--December 31, 1996.

         Quarterly Results of Operations on page 4 of the annual report to
         certificate holders for the year ended December 31, 1996 are
         incorporated herein by reference.

Item 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

         None.


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      78      25 years
         Joseph S. Micallef     Trustee                        63      20
         Roger W. Staehle       Trustee                        63      15
         Robert A. Stein        Trustee                        58      15
         Thomas A. Janochoski   Vice President and Secretary   38       5

         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.

         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                       1996     $80,000    $35,000
                                                  1995      80,000     35,000
                                                  1994      80,000     25,746

         The Trust Agreement (as modified by Court Orders) currently provides
         for 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. 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) currently provides
         for annual compensation to each Trustee (other than the President) of
         $30,000, 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.

         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 of 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. Entities holding more
                  than 5% of the Certificates of Beneficial Interest
                  outstanding, of record and/or beneficially, include:

                          NAME                SECURITIES HELD        % OF CLASS
                  -------------------------------------------------------------

                  First Bank System, Inc.         77,816                5.19%

         (b)      There were no securities owned by the Trustees or officers as
                  of December 31, 1996.

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

         (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.



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                         February 17, 1997
                    ----------------------------------------   -----------------
                    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                     February 17, 1997
                    ----------------------------------------   -----------------
                    Joseph S. Micallef, Trustee                      Date



                    /s/ Roger W. Staehle                       February 17, 1997
                    ----------------------------------------   -----------------
                    Roger W. Staehle, Trustee                        Date



                    /s/ Robert A. Stein                        February 17, 1997
                    ----------------------------------------   -----------------
                    Robert A. Stein, Trustee                         Date



                    /s/ Thomas A. Janochoski                   February 17, 1997
                    ----------------------------------------   -----------------
                    Thomas A. Janochoski,                            Date
                    Vice President and Secretary,
                    Chief Financial Officer




                           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, 1996



                       GREAT NORTHERN IRON ORE PROPERTIES

                       W-1290 First National Bank Building
                              332 Minnesota Street
                        Saint Paul, Minnesota 55101-1361




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, 1996, are incorporated by reference in Item 8:

   Balance Sheets--December 31, 1996 and 1995

   Statements of Beneficiaries' Equity--Years ended December 31, 1996, 1995
   and 1994

   Statements of Income--Years ended December 31, 1996, 1995 and 1994

   Statements of Cash Flows--Years ended December 31, 1996, l995 and l994

   Notes to Financial Statements--December 31, l996

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.