UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

# FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of
earliest event reported):  January 28, 2005

GREAT NORTHERN IRON ORE PROPERTIES
(Exact name of registrant as specified in its charter)

|Minnesota                                                               |  | 1-701        |  | 41-0788355          | 
|----------------------------------------------------------------------- |  | ------------ |  | ------------------- | 
|(State or other jurisdiction of                                         |  | (Commission  |  | (I.R.S. Employer    | 
|incorporation or organization)                                          |  | File Number) |  | Identification No.) | 
|                                                                       
|W-1290 First National Bank Building, 332 Minnesota Street, St. Paul, MN |  | 55101       
|(Address of principal executive offices)                                |  | (Zip Code)   | 

Registrants telephone number, including area code:   (651) 224-2385

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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Item 2.02   Results of Operations and Financial Condition.

On January 28, 2005, the
Trustees of Great Northern Iron Ore Properties issued a press release announcing the 2004 annual and fourth quarter financial
results, with comparative information to 2003. The full text of the press release is set forth in Exhibit 99.1 attached hereto and
is incorporated into this Current Report as if fully set forth herein.

Item 9.01   Financial Statements and Exhibits.

| |  | (a) |  | Financial statements:   None
| |  | --- |  | ----------------------------

| |  | (b) |  | Pro forma financial information:   None
| |  | --- |  | ---------------------------------------

| |  | (c) |  | Exhibit:   99.1  Press Release dated January 28, 2005 with respect to financial results
| |  | --- |  | ----------------------------------------------------------------------------------------

_________________

The information in this Current Report on Form 8-K shall not be deemed
filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration
statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Current Report is not
intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information
contained herein is material investor information that is not otherwise publicly available.

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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: |                                                                              | January 28, 2005 |  | By: |  | /s/   Joseph S. Micallef   | 
|      |                                                                              |                  | 
|      | Joseph S. Micallef, President of the Trusteesand Chief Executive Officer    
|Date: |                                                                              | January 28, 2005 |  | By: |  | /s/   Thomas A. Janochoski | 
|      |                                                                              |                  | 
|      | Thomas A. Janochoski, Vice President & Secretary and Chief Financial Officer

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