UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (Mark One) [X]

Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  For the
Period Ended June 30, 2004  Or [   ]

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934  For the Transition Period From ______________ to ______________  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. Employerincorporation or organization)
     Identification Number)W-1290 First National Bank Building332 Minnesota StreetSaint Paul, Minnesota
     55101-1361(Address of principal executive office)
     (Zip Code)(651) 224-2385(Registrants telephone number, including area code)Not Applicable(Former name, former address and former fiscal year, if changed since last report)  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 12
months (or for such shorter periods that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.   Yes  X   No Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).   Yes  X   No Number of shares of beneficial interest outstanding on June 30, 2004:            1,500,000




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PART I.   FINANCIAL INFORMATIONItem 1.   Financial Statements
GREAT NORTHERN IRON ORE PROPERTIES CONDENSED BALANCE SHEETS June 302004
     December 312003(Unaudited)
     (Note)ASSETSCURRENT ASSETSCash and cash equivalents
     $728,737
        
     $856,399United States Treasury securities
     4,265,793
        
     3,746,640Royalties receivable
     3,669,523
        
     2,243,423Prepaid expenses
     38,461
        
     4,679TOTAL CURRENT ASSETS
     8,702,514
        
     6,851,141NONCURRENT ASSETSUnited States Treasury securities
     4,542,403
        
     5,097,676Prepaid pension expense
     794,999
        
     810,1835,337,402
        
     5,907,859PROPERTIESMineral lands
     38,577,007
        
     38,577,007Less allowances for depletion andamortization
     34,185,865
        
     34,081,7654,391,142
        
     4,495,242Building and equipment  at cost, lessallowances for accumulated depreciation(6/30/04  $210,563; 12/31/03  $193,279)
     141,778
        
     159,3474,532,920
        
     4,654,589$18,572,836
        
     $17,413,589LIABILITIES AND BENEFICIARIES EQUITYCURRENT LIABILITIESAccounts payable and accrued expenses
     $79,295
        
     $94,656Distributions
     2,850,000
        
     2,550,000TOTAL CURRENT LIABILITIES
     2,929,295
        
     2,644,656NONCURRENT LIABILITIES
     27,000
        
     27,000BENEFICIARIES EQUITY, including certificateholders equity, represented by 1,500,000shares of beneficial interest authorizedand outstanding, and reversionary interest
     15,616,541
        
     14,741,933$18,572,836
        
     $17,413,589  Note: The balance sheet at December
31, 2003 has been derived from the audited financial statements at that date but does not
include all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. See notes to condensed financial
statements.


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GREAT NORTHERN IRON ORE PROPERTIES CONDENSED STATEMENTS OF INCOME
(Unaudited) Three Months Ended
     Six Months EndedJune 30
     June 302004
     2003
     2004
     2003Revenues:Royalties
     $3,985,278
        
     $3,386,968
        
     $7,452,416
        
     $6,295,262Interest and other income
     49,653
        
     147,044
        
     126,496
        
     226,3454,034,931
        
     3,534,012
        
     7,578,912
        
     6,521,607Costs and expenses
     526,651
        
     549,880
        
     1,154,304
        
     1,128,724NET INCOME
     $3,508,280
        
     $2,984,132
        
     $6,424,608
        
     $5,392,883Weighted-average shares outstanding
     1,500,000
        
     1,500,000
        
     1,500,000
        
     1,500,000BASIC & DILUTED EARNINGS PER SHARE
     $2.34
        
     $1.99
        
     $4.28
        
     $3.60Distributions declared per share
     $1.90
        (1)
     $1.60
        (2)
     $3.70
        (3)
     $3.10
        (4)Distributions paid per share
     $1.80
        (5)
     $1.50
        (6)
     $3.50
        (7)
     $3.00
        (8)  (1)
        
     $
     1.90
        
     declared
     
     
     
     6/14/2004payable
      
        
        
        7/30/2004(2)
        
     $1.60
        
     declared
        
        6/9/2003paid
        
        
        7/31/2003(3)
        
     $1.80
        
     declared
     3/15/2004
        
     plus
     $1.90
        
     declared
     6/14/2004paid
     4/30/2004
        
     
     
        
     payable
     7/30/2004(4)
        
     $1.50
        
     declared
     3/14/2003
        
     plus
     $1.60
        
     declared
     6/9/2003paid
     4/30/2003
        
     
     
        
     paid
     7/31/2003(5)
        
     $1.80
        
     declared
     3/15/2004paid
        
        
        4/30/2004(6)
        
     $1.50
        
     declared
     3/14/2003paid
        
        
        4/30/2003(7)
        
     $1.70
        
     declared
     12/19/2003
        
     plus
     $1.80
        
     declared
     3/15/2004paid
     1/30/2004
        
     
     
        
     paid
     4/30/2004(8)
        
     $1.50
        
     declared
     12/20/2002
        
     plus
     $1.50
        
     declared
     3/14/2003paid
     1/31/2003
        
     
     
        
     paid
     4/30/2003   See notes to condensed financial statements.


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GREAT NORTHERN IRON ORE PROPERTIES CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited) Six Months EndedJune 302004
     2003Cash flows from operating activities:Cash received from royalties and rents
     $6,064,162
        
     $5,962,411Cash paid to suppliers and employees
     -1,065,899
        
     -1,018,612Interest received
     99,770
        
     154,449NET CASH PROVIDED BY OPERATING ACTIVITIES
     5,098,033
        
     5,098,248Cash flows from investing activities:U.S. Treasury securities purchased
     -2,100,000
        
     -2,650,000U.S. Treasury securities matured
     2,125,000
        
     2,100,000Net expenditures for equipment
     -695
        
     -28,227NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
     24,305
        
     -578,227Cash flows from financing activities:Distributions paid
     -5,250,000
        
     -4,500,000NET CASH USED IN FINANCING ACTIVITIES
     -5,250,000
        
     -4,500,000Net (decrease) increase in cash and cash equivalents
     -127,662
        
     20,021Cash and cash equivalents at beginning of year
     856,399
        
     663,230CASH AND CASH EQUIVALENTS AT JUNE 30
     $728,737
        
     $683,251    See notes to condensed financial statements.


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GREAT NORTHERN IRON ORE PROPERTIES NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited) Periods of Three and Six Months ended June 30, 2004 and June 30, 2003 Note A  BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the periods
stated above are not necessarily indicative of the results that may be expected for each respective full year. For further
information, refer to the financial statements and footnotes included in the Great Northern Iron Ore Properties
(Trust) Annual Report on Form 10-K for the year ended December 31, 2003. Note B  BENEFICIARIES EQUITY Pursuant to the Court Order of November 29, 1982, the Trustees were directed
to create and maintain an account designated as Principal Charges. This account constitutes a first and prior lien of
certificate holders on any property transferable to the reversioner and reflects an allocation of beneficiaries equity
between the certificate holders and the reversioner. This account is neither an asset nor a liability of the Trust. Rather, this
account maintains and represents a balance which will be payable to the certificate holders from the reversioner at the end of the
Trust. The balance in this account consists of attorneys fees and expenses of counsel for adverse parties pursuant to the
Court Order in connection with litigation commenced in 1972 relating to the Trustees powers and duties under the Trust
Instrument and the cost of surface lands acquired in accordance with provisions of a lease with United States Steel Corporation,
net of an allowance to amortize the cost of the land based on actual shipments of taconite and net of a credit for disposition of
tangible assets. Following is an analysis of this account as of June 30, 2004: Attorneys fees and expenses
     
     
     $1,024,834Cost of surface lands
     5,703,265Cumulative shipment credits
     -1,255,516Asset disposition credits
     -57,950Principal Charges account
     $5,414,633  Upon termination of the Trust, the Trustees shall either sell tangible assets
or obtain a loan with tangible assets as security to provide monies for distribution to the certificate holders in the amount of
the Principal Charges account balance.


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Note C  PENSION PLAN A summary of the components of net periodic pension cost, a noncash item, is
as follows: Three Months EndedJune 30
     Six Months EndedJune 302004
     2003
     2004
     2003Service cost
     
     
     $29,356
        
     $23,055
        
     $58,713
        
     $46,110Interest cost
     52,599
        
     53,502
        
     105,198
        
     107,003Expected return on assets
     -75,804
        
     -65,146
        
     -151,609
        
     -130,292Net amortization
     1,441
        
     9,662
        
     2,882
        
     19,324Net periodic pension cost
     $7,592
        
     $21,073
        
     $15,184
        
     $42,145  The plans annual actuarial valuation was performed as of the
plans fiscal year-end March 31. The recommended contribution to the plan is $161,511, which contribution is scheduled to be
made in August, 2004. Item 2.   Managements Discussion and Analysis of Financial Condition and Results of Operations Periods of Three and Six Months ended June 30, 2004 and June 30,
2003 The Trust owns interest in 12,033 acres on the Mesabi Iron Range Formation in
northern Minnesota, most of which are under lease to major iron ore producing companies. Due to the Trustees election
pursuant to Section 646 of the Tax Reform Act of 1986, as amended, commencing with year 1989 the Trust is not subject to federal
and Minnesota corporate income taxes. The Trust is now a grantor trust. The terms of the Great Northern Iron Ore Properties Trust Agreement, created
December 7, 1906, state that the Trust shall continue for twenty years after the death of the last surviving of eighteen named in
the Trust Agreement. The last survivor of these eighteen named in the Trust Agreement died April 6, 1995. Accordingly, the Trust
now terminates twenty years from April 6, 1995, that being April 6, 2015. The termination of the Trust on April 6, 2015 means that
there will be no trading of the Trusts 1,500,000 certificates of beneficial interest (shares) on the New York Stock Exchange
beyond that date. At the end of the Trust, all monies remaining in the hands of the Trustees
(after paying and providing for all expenses and obligations of the Trust) shall be distributed ratably among the certificate
holders (term beneficiaries), while all property other than monies shall be conveyed and transferred to the reversionary
beneficiary (formerly Lake Superior Company, Limited) or its successors or assigns (currently Glacier Park Company, a wholly owned
subsidiary of Burlington Resources, Inc.). In addition, by the terms of a District Court Order dated November 29, 1982, the
reversioner, in effect, is required to pay the balance in the Principal Charges account (see Note B above) which primarily
represents the costs of acquiring homes and surface lands on the iron formation that are necessary for the orderly mine
development by United States Steel Corporation under its 1959 lease with the Trustees. This account balance, which may increase or
decrease, will be added to the cash distributable to the certificate holders of record at the termination of the Trust.


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Results of Operations: Royalties increased $1,157,154 and $598,310 during the six months and three
months ended June 30, 2004, respectively, as compared to the same periods in 2003, due mainly to improved royalty rates on greater
tonnage mined from Trust lands. Interest and other income decreased $99,849 and $97,391 during the six months
and three months ended June 30, 2004, respectively, as compared to the same periods in 2003, due mainly to reduced yields on our
funds held for investment and reduced timber receipts. At their meeting held on June 14, 2004, the Trustees declared a second
quarter distribution of $1.90 per share, amounting to $2,850,000 payable July 30, 2004 to certificate holders of record at the
close of business on June 30, 2004. The Trustees have now declared two quarterly distributions in 2004. The first, in the amount
of $1.80 per share, was paid on April 30, 2004 to certificate holders of record on March 31, 2004; and the second, that being the
current distribution. The first and second quarter 2003 distributions were $1.50 and $1.60 per share, respectively. The Trustees
intend to continue quarterly distributions and set the record date as of the last business day of each quarter. The next
distribution will be paid in late October 2004 to certificate holders of record on September 30, 2004. A mining agreement dated January 1, 1959 with United States Steel Corporation
provides that one-half of annual earned royalty income, after satisfaction of minimum royalty payments, shall be applied to
reimburse the lessee for a portion of its cost of acquisition of surface lands overlying the leased mineral deposits, which
surface lands are then conveyed to the Trustees. There are surface lands yet to be purchased, the costs of which are yet unknown
and will not be known until the actual purchases are made. Liquidity: In the interest of preservation of principal of Court-approved reserves and
guided by the restrictive provisions of Section 646 of the Tax Reform Act of 1986, as amended, monies are invested primarily in
U.S. Treasury securities with maturity dates not to exceed three years and, along with cash flows from operations, are deemed
adequate to meet currently foreseeable liquidity needs. Item 3.   Quantitative and Qualitative Disclosures About Market Risk None Item 4.   Controls and Procedures As of the end of the period covered
by this report, the Trust conducted an evaluation, under the supervision and with the
participation of the Chief Executive Officer and Chief Financial Officer, of the
Trusts disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities and Exchange Act of 1934 (the Exchange Act)).


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Based on this evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Trusts disclosure controls and procedures are effective to ensure that information required to be
disclosed by the Trust in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission rules and forms. There was no change in the
Trusts internal control over financial reporting during the Trusts most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Trusts internal control over financial reporting. PART II.   OTHER INFORMATION Item 1.   Legal Proceedings At a hearing held on May 26, 2004, in Ramsey County District Court, Saint
Paul, Minnesota, the accounts of the Trustees for the year 2003 were approved. Item 2.   Changes in Securities and Use of Proceeds None Item 3.   Defaults Upon Senior Securities None Item 4.   Submission of Matters to a Vote of Certificate Holders None Item 5.   Other Information None Item 6.   Exhibits and Reports on Form 8-K (a)   Exhibits:  Exhibit 31.1

   Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley
Act of 2002  Exhibit 31.2

   Certification
of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002  Exhibit 32

   Certifications
of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of
      Sarbanes-Oxley Act of 2002 (Furnished but not filed)  (b)   Reports on Form 8-K  None


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SIGNATURES Pursuant to the requirements 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)Date
     July 20, 2004
     By
     
     /s/   Joseph S. MicallefJoseph S. Micallef, President of the Trustees     and Chief Executive OfficerDate
     July 20, 2004
     By
     
     /s/   Thomas A. JanochoskiThomas A. Janochoski, Vice President & Secretary     and Chief Financial Officer


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