**Exhibit31**

 

**CERTIFICATION**

 

I, Rodney Gaughan, certify that:

 

1.               I have reviewed this annual report on Form10-K of Mesabi Trust, for which Deutsche Bank Trust Company Americas acts asCorporate Trustee;

 

2.               Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial 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)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)), or for causing suchcontrols and procedures and internal control over financial reporting to beestablished and maintained, for the registrant and have:

 

a)              designed such disclosure controls and procedures,or caused such controls and procedures to be designed under my supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to me by others within those entities,particularly during the period in which this annual report is being prepared;

 

b)             designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under my supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c)              evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this annual report myconclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this annual report based on suchevaluation; and

 

d)             disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

5.               I have disclosed, based on my most recentevaluation of internal control over financial reporting, to the registrant’sauditors:

 

a)              all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b)             any fraud, whether or not material, that involves persons who have asignificant role in the registrant’s internal control over financial reporting.

 

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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 13, 2005 |   | By:    | /s/ Rodney Gaughan                   |   |
|----------------------|--------|--------|--------------------------------------|--------|
|                 |   |   | Rodney Gaughan*                      |
|                 |   |   | Assistant Vice President             |
|                 |   |   | Deutsche Bank Trust Company Americas |

 

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* There are noprincipal executive officers or principal financial officers of the registrant.

 

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