**Exhibit 31**

**CERTIFICATION**

 

I, Rodney Gaughan, certifythat:

 

1.                                       I have reviewed this amendment to thequarterly report on Form 10-Q of Mesabi Trust, for which Deutsche Bank TrustCompany Americas acts as Corporate Trustee;

 

2.                                       Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, distributable incomeand changes in trust corpus of the registrant as of, and for, the periodspresented in this report;

 

4.                                       I am responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)), or for causing such controls and****procedures to be established andmaintained, for the registrant and have:

 

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

 

b)                                     evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report my conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

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

 

5.                                       I have disclosed, based on my most recentevaluation of internal control over financial reporting, to the registrant’sauditors:

 

a)                                      all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b)                                     any fraud, whether or not material, thatinvolves persons who have a significant role in the registrant’s internalcontrol over financial reporting.

 

----

 

In giving the foregoing certifications inparagraphs 4 and 5, I have relied to the extent I consider reasonable oninformation provided to me by Northshore Mining Company and Eveleth Fee Office,Inc.

 

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

 

----

* There are no principal executive officersor principal financial officers of the registrant.

 

----