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, 2005
|--- |  | -----------------------------------------------------------------------------------------------------------------------------

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                                                                          | 
|                                                                                   | 
|(State or other jurisdiction of                                                    | 
|incorporation or organization)                                                     | 
|                                                                                  
|W-1290 First National Bank Building                                                | 
|332 Minnesota Street                                                               | 
|Saint Paul, Minnesota                                                              | 
|                                                                                   | 
|(Address of principal executive office)                                            | 
|                                                                                  
|(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.
    Yesx
Noo

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
    Yesx
Noo

Number of shares of beneficial interest outstanding on June 30, 2005:
    1,500,000



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PART
I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED
BALANCE SHEETS

|                                             | June 302005 | December 312004
|-------------------------------------------- | ----------- | ---------------
|                                             |             |                
|
|ASSETS                                       |             |                
|                                            
|CURRENT ASSETS                               |             |                
|Cash and cash equivalents                    |             |                
|United States Treasury securities            |             |                
|Royalties receivable                         |             |                
|Prepaid expenses                             |             |                
|                                             |             |                
|TOTAL CURRENT ASSETS                         |             |                
|                                            
|NONCURRENT ASSETS                            |             |                
|United States Treasury securities            |             |                
|Prepaid pension expense                      |             |                
|                                             |             |                
|                                             |             |                
|                                            
|PROPERTIES                                   |             |                
|Mineral lands                                |             |                
|Less allowances for depletion and            |             |                
|amortization                                 |             |                
|                                             |             |                
|                                             |             |                
|Building and equipmentat cost, less         |             |                
|allowances for accumulated depreciation      |             |                
|(6/30/05 - $223,670; 12/31/04 - $214,287)    |             |                
|                                             |             |                
|                                             |             |                
|                                             |             |                
|                                             |             |                
|                                             |             |                
|LIABILITIES AND BENEFICIARIES EQUITY        |             |                
|                                            
|CURRENT LIABILITIES                          |             |                
|Accounts payable and accrued expenses        |             |                
|Distributions                                |             |                
|                                             |             |                
|TOTAL CURRENT LIABILITIES                    |             |                
|                                            
|NONCURRENT LIABILITIES                       |             |                
|                                            
|BENEFICIARIES EQUITY, including certificate |             |                
|holders equity, represented by 1,500,000    |             |                
|shares of beneficial interest authorized     |             |                
|and outstanding, and reversionary interest   |             |                
|                                             |             |                
|                                             |             |                
|                                             |             |                

Note:  The balance sheet at December
31, 2004, 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 Ended
|----------------------------------- | ------------------ |  | ----------------
|
|
|
|Revenues:                           |                    |  |                 
|Royalties                           |                    |  | $               
|Interest and other income           |                    |  |                 
|                                    |                    |  |                 
|                                    |                    |  |                 
|Costs and expenses                  |                    |  |                 
|                                    |                    |  |                 
|                                   
|NET INCOME                          |                    |  | $               
|                                    |                    |  |                 
|Weighted-average shares outstanding |                    |  |                 
|                                   
|BASIC & DILUTED EARNINGS PER SHARE  |                    |  | $               
|                                    |                    |  |                 
|Distributions declared per share    |                    |  | $               
|Distributions paid per share        |                    |  | $               

|(1) |  | $ | 2.40 |  | declared |  |  |  | 6/16/2005  |  |      |  |  |   |      |  |          |  |  |  |           | 
|--- |  | - | ---- |  | -------- |  |  |  | ---------- |  | ---- |  |  | - | ---- |  | -------- |  |  |  | --------- | 
|    |  |   |      |  | payable  |  |  |  | 7/29/2005 
|   
|(2) |  | $ | 1.90 |  | declared |  |  |  | 6/14/2004 
|    |  |   |      |  | paid     |  |  |  | 7/30/2004 
|   
|(3) |  | $ | 2.20 |  | declared |  |  |  | 3/18/2005  |  | plus |  |  | $ | 2.40 |  | declared |  |  |  | 6/16/2005 | 
|    |  |   |      |  | paid     |  |  |  | 4/29/2005  |  |      |  |  |   |      |  | payable  |  |  |  | 7/29/2005 | 
|   
|(4) |  | $ | 1.80 |  | declared |  |  |  | 3/15/2004  |  | plus |  |  | $ | 1.90 |  | declared |  |  |  | 6/14/2004 | 
|    |  |   |      |  | paid     |  |  |  | 4/30/2004  |  |      |  |  |   |      |  | paid     |  |  |  | 7/30/2004 | 
|   
|(5) |  | $ | 2.20 |  | declared |  |  |  | 3/18/2005  | 
|    |  |   |      |  | paid     |  |  |  | 4/29/2005 
|   
|(6) |  | $ | 1.80 |  | declared |  |  |  | 3/15/2004  | 
|    |  |   |      |  | paid     |  |  |  | 4/30/2004 
|   
|(7) |  | $ | 2.40 |  | declared |  |  |  | 12/20/2004 |  | plus |  |  | $ | 2.20 |  | declared |  |  |  | 3/18/2005 | 
|    |  |   |      |  | paid     |  |  |  | 1/31/2005  |  |      |  |  |   |      |  | paid     |  |  |  | 4/29/2005 | 
|   
|(8) |  | $ | 1.70 |  | declared |  |  |  | 12/19/2003 |  | plus |  |  | $ | 1.80 |  | declared |  |  |  | 3/15/2004 | 
|    |  |   |      |  | paid     |  |  |  | 1/30/2004  |  |      |  |  |   |      |  | paid     |  |  |  | 4/30/2004

See notes to condensed financial statements.

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GREAT NORTHERN IRON ORE PROPERTIES

CONDENSED
STATEMENTS OF CASH FLOWS
(Unaudited)

|                                               | Six Months Ended
|---------------------------------------------- | ----------------
|
|
|Cash flows from operating activities:          |                 
|Cash received from royalties and rents         |                 
|Cash paid to suppliers and employees           |                 
|Interest received                              |                 
|                                               |                 
|NET CASH PROVIDED BY OPERATING ACTIVITIES      |                 
|                                              
|Cash flows from investing activities:          |                 
|U.S. Treasury securities purchased             |                 
|U.S. Treasury securities matured               |                 
|Net expenditures for equipment                 |                 
|                                               |                 
|NET CASH PROVIDED BY INVESTING ACTIVITIES      |                 
|                                              
|Cash flows from financing activities:          |                 
|Distributions paid                             |                 
|                                               |                 
|NET CASH USED IN FINANCING ACTIVITIES          |                 
|                                               |                 
|                                              
|Net decrease in cash and cash equivalents      |                 
|                                              
|Cash and cash equivalents at beginning of year |                 
|                                               |                 
|                                              
|CASH AND CASH EQUIVALENTS AT JUNE 30           |                 
|                                               |                 

See
notes to condensed financial statements.

-4-

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GREAT NORTHERN IRON ORE PROPERTIES

NOTES TO CONDENSED
FINANCIAL STATEMENTS
(Unaudited)

Periods
of Three and Six Months ended June 30, 2005 and June 30, 2004

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, 2004.

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, 2005:

|Attorneys fees and expenses |  |  | $ | 1,024,834  | 
|---------------------------- |  |  | - | ---------- | 
|Cost  of  surface  lands     |  |  |   | 5,817,965  | 
|Cumulative shipment credits  |  |  |   | 1,396,253 | 
|Asset  disposition  credits  |  |  |   | 57,950    | 
|                             |  | 
|Principal  Charges  account  |  |  | $ | 5,388,596  | 
|                             |  | 

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 Ended |  | Six Months Ended
|------------------------- | ------------------ |  | ----------------
|
|
|Service cost              |                    |  | $               
|Interest cost             |                    |  |                 
|Expected return on assets |                    |  |                 
|Net amortization          |                    |  |                 
|                          |                    |  |                 
|Net periodic pension cost |                    |  | $               
|                          |                    |  |                 

The plans annual actuarial
valuation was performed as of the plans fiscal year-end March 31. The recommended
contribution to the plan for 2005 is $257,706, which contribution is scheduled to be made in
August, 2005.

Item 2.   Managements Discussion
and Analysis of Financial Condition and Results of Operations

Periods of Three and Six Months ended June 30, 2005 and June 30, 2004

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. Shares of beneficial interest in the Trust are traded on the New York Stock
Exchange under the ticker symbol GNI (CUSIP No. 391064102).

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 persons named
in the Trust Agreement. The last survivor of these eighteen named in the Trust Agreement
died April 6, 1995. Accordingly, the Trust terminates twenty years from April 6, 1995.

At the end of the Trust, that being
April 6, 2015, the certificates of beneficial interest (shares) in the Trust will cease to
trade on the New York Stock Exchange and thereafter will represent only the right to
receive certain distributions payable to the certificate holders of record at the time of
the termination of the Trust. Upon termination, the Trust is obligated to distribute
ratably to these certificate holders the net monies remaining in the hands of the Trustees
(after paying and providing for all expenses and obligations of the Trust), plus the
balance in the Principal Charges account (this account is explained in the Trusts
Annual Report sent to all certificate holders every year). All other Trust property (most
notably the Trusts mineral properties) must be conveyed and transferred to the
reversioner under the terms of the Trust Agreement.

We have previously  provided  information in our various  Securities &
Exchange Commission filings, including our Annual Report, about the final distribution payable to the certificate holders upon the
Trusts termination. The exact final distribution, though not determinable at this time, will generally consist of the sum of
the Trusts net monies  (essentially,  total assets less liabilities

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and  properties) and the balance in the Principal Charges account,  less any
and all expenses and obligations of the Trust upon termination. To offer a hypothetical example, without factoring in any expenses
and  obligations  of the Trust upon its  termination,  and using the financial  statement  values as of December 31, 2004, the net
monies were approximately  $10.2 million and the Principal Charges account balance was approximately $5.4 million,  resulting in a
final distribution  payable of approximately  $15.6 million,  or about $10.40 per share. After payment of this final distribution,
the  certificates  of beneficial  interest  (shares) would be cancelled and will have no further  value.  It is important to note,
however,  that the actual net monies on hand and the  Principal  Charges  account  balance will most likely  fluctuate  during the
ensuing years, and will not be final  until after the termination and wind-down of the Trust. We offer this example to
further inform  investors  about the conceptual  nature of the final  distribution  and do not imply or guarantee a specific known
final distribution amount.

Results of
Operations:

Royalties increased $2,100,906 and
$1,272,321 during the six months and three months ended June 30, 2005, respectively, as
compared to the same periods in 2004, due mainly to an increase in minimum royalties and
earned royalty rates because of escalation, offset in part by a decrease in tonnage mined
from Trust lands.

Interest and other income increased
$39,909 and $21,552 during the six months and three months ended June 30, 2005,
respectively, as compared to the same periods in 2004, due mainly to improved yields on
our funds held for investment and additional timber receipts.

Costs and expenses increased $166,359
and $148,260 during the six months and three months ended June 30, 2005, respectively, as
compared to the same periods in 2004, due mainly to higher pension costs associated with
funding the plan and expensing these costs by the Trusts termination date.

At their meeting held on June 16,
2005, the Trustees declared a second quarter distribution of $2.40 per share, amounting to
$3,600,000 payable July 29, 2005 to certificate holders of record at the close of business
on June 30, 2005. The Trustees have now declared two quarterly distributions in 2005. The
first, in the amount of $2.20 per share, was paid on April 29, 2005 to certificate holders
of record on March 31, 2005; and the second, that being the current distribution. The
first and second quarter 2004 distributions were $1.80 and $1.90 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 2005
to certificate holders of record on September 30, 2005.

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

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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)).
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 June 1, 2005, in Ramsey County District Court,  Saint Paul,  Minnesota,  the accounts of the Trustees for the year
2004 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 21, 2005                                                                    |  | By |  | /s/   Joseph S. Micallef   | 
|     |                                                                                  |  |   
|     | Joseph S. Micallef, President of the Trustees     and Chief Executive Officer    | 
|Date | July 21, 2005                                                                    |  | By |  | /s/   Thomas A. Janochoski | 
|     |                                                                                  |  |   
|     | Thomas A. Janochoski, Vice President & Secretary     and Chief Financial Officer | 

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