**Exhibit 31**

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**CERTIFICATION**

 

I, Rodney Gaughan, certifythat:

 

1.                                       I have reviewed thisquarterly report on Form 10-Q of Mesabi Trust, for which Deutsche Bank TrustCompany Americas 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 forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)), or for causing such controls and****procedures to be established and maintained,for the registrant and have:

 

a)                                      designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under my supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to meby others within those entities, particularly during the period in which thisreport is being prepared;

 

b)                                     evaluated the effectivenessof the 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

 

c)                                      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’s internalcontrol over financial reporting; and

 

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

 

a)                                      all significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

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

 

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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: December 20, 2004 | By:    | /s/ Rodney Gaughan                    |
|-------------------------|--------|---------------------------------------|
|                    |   | Rodney Gaughan*                       |
|                    |   | Assistant Vice President              |
|                    |   | 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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