**Exhibit 31**

 

**CERTIFICATION**

** **

I, Rodney Gaughan, certify that:

 

1.                                       I have reviewed this quarterlyreport on Form 10-Q of Mesabi Trust, for which Deutsche Bank Trust CompanyAmericas acts as Corporate Trustee;

 

2.                                       Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.                                       Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, distributableincome and changes in trust corpus of the registrant as of, and for, theperiods presented in this report;

 

4.                                       I am responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)), or for causing suchcontrols and****procedures andinternal control over financial reporting to be established and maintained, forthe registrant and have:

 

a)                                      designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under my supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to me byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)                                     designed such internal controlover financial reporting, or caused such internal control over financialreporting to be designed under my supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes;

 

c)                                      evaluated the effectiveness ofthe registrant’s disclosure controls and procedures and presented in thisreport my conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d)                                     disclosed in this report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

5.                                       I have disclosed, based on mymost recent evaluation of internal control over financial reporting, to theregistrant’s auditors:

 

a)                                      all significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely 

 

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affect the registrant’sability to record, process, summarize and report financial information; and

 

b)                                     any fraud, whether or notmaterial, that involves persons who have a significant role in the registrant’sinternal control over financial reporting.

 

In giving the foregoingcertifications in paragraphs 4 and 5, I have relied to the extent I considerreasonable on information provided to me by Northshore Mining Company andEveleth Fee Office, Inc.

 

 
| Date: June 6, 2008 | By:  /s/  Rodney Gaughan             |
|-------------------------|-------------------------------------------|
|                    | Rodney Gaughan*                           |
|                    | Vice President                            |
|                    | Deutsche Bank National  Trust Company     |
|                    | For Deutsche Bank Trust  Company Americas |

 

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* There are no principalexecutive officers or principal financial officers of the registrant.

 

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