**Exhibit31**

 

**CERTIFICATION**

 

I, Rodney Gaughan, certify that:

 

1.               I have reviewed this annual report onForm 10-K of Mesabi Trust, for which Deutsche Bank Trust Company Americas actsas Corporate Trustee;

 

2.               Based on my knowledge, this annualreport 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 annual report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, distributableincome and changes in trust corpus of the registrant as of, and for, the periodpresented in this annual 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 tobe established and maintained, for the registrant and have:

 

a)              designed such disclosure controls andprocedures, or caused such controls and procedures to be designed under mysupervision, to ensure that material information relating to the registrant, includingits consolidated subsidiaries, is made known to me by others within thoseentities, particularly during the period in which this annual report is beingprepared;

 

b)             evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this annualreport my conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this annual report based onsuch evaluation; and

 

c)              disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

 

5.               I have disclosed, based on my mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors:

 

a)              all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b)             any fraud, whether ornot material, that involves persons who have a significant role in theregistrant’s internal control over financial reporting.

 

----

 

In giving the foregoing certifications in paragraphs 4 and 5, I haverelied to the extent I consider reasonable on information provided to me byEveleth Fee Office, Inc. and Northshore Mining Company.

 
| Date: April 19, 2004 | By:    | /s/ Rodney Gaughan                  |   |
|---------------------------|--------|-------------------------------------|--------|
|                      |   | Rodney Gaughan*                     |
|                      |   | Assistant Vice President            |
|                      |   | DeutscheBank Trust Company Americas |

 

----

* There are no principal executive officers or principalfinancial officers of the registrant.

 

----