**Exhibit 31**

 

**CERTIFICATION**

 

I, Rodney Gaughan, certify that:

 

1.                                       I have reviewedthis amendment to the quarterly report on Form 10-Q of Mesabi Trust, for whichDeutsche Bank Trust Company Americas acts as Corporate Trustee;

 

2.                                       Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                       Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, distributable income and changes in trust corpus of the registrant asof, and for, the periods presented in this report;

 

4.                                       I amresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), or for causing suchcontrols and****procedures to be establishedand maintained, for the registrant and have:

 

a)                                      designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under my supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to me by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)                                     evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report my conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

c)                                      disclosed inthis report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

5.                                       I havedisclosed, based on my most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors:

 

a)                                      all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b)                                     any fraud, whetheror not material, that involves persons who have a significant role in theregistrant’s internal control over financial reporting.

 

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In giving theforegoing certifications in paragraphs 4 and 5, I have relied to the extent Iconsider reasonable on information provided to me by Northshore Mining Companyand Eveleth Fee Office, Inc.

 

 
| Date: January 21,  2005 | By:    | /s/ Rodney  Gaughan                   |
|------------------------------|--------|---------------------------------------|
|                         |   | Rodney  Gaughan*                      |
|                         |   | Assistant  Vice President             |
|                         |   | Deutsche  Bank Trust Company Americas |

 

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* There are noprincipal executive officers or principal financial officers of the registrant.

 

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