**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

**FORM 10-K**
| **ý** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**     |
|------------|---------------------------------------------------------------|
| ** ** | **SECURITIES  EXCHANGE ACT OF 1934**                          |
| ** ** | ** **                                                    |
| ** ** | **For the  fiscal year ended January 31, 2007**               |
| ** ** | ** **                                                    |
| **o**      | **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: 1-4488**

**MESABI TRUST**

(Exact name of registrant as specified in its charter)

| **New York**                                    |   | **13-6022277**       |
|-------------------------------------------------|--------|----------------------|
| (State or other  jurisdiction of                |   | (I.R.S. Employer     |
| incorporation or  organization)                 |   | Identification  No.) |
|                                            |   |                 |
| **c/o  Deutsche Bank Trust Company Americas**   |   | ** **           |
| **Trust  & Securities Services – GDS** |   | ** **           |
| **60 Wall  Street**                             |   | ** **           |
| **27****th Floor**                         |   | ** **           |
| **New  York, New York**                         |   | **10005**            |
| (Address of  principal executive offices)       |   | (Zip Code)           |

 

**(615) 835-2749**

(Registrant’s telephone number, including area code)

Securities registeredpursuant to Section 12(b) of the Act:
| Title of each class                           | ** ** | **Name of each exchange on which registered** |
|-----------------------------------------------|------------|-----------------------------------------------|
| Units of  Beneficial Interest in Mesabi Trust |       | New York Stock  Exchange                      |

Securities registeredpursuant to Section 12(g) of the Act:  **None**

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act.                  No x                                                                                                     Yeso

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Exchange Act.                                    No  x                                                    Yeso

Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.   Yes x                        No  o

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K.  x

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act.     Largeaccelerated filer o  Accelerated filer  x       Non-accelerated filer  o

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).                 No  x                                                                                                    Yeso

As of July 31, 2006, the aggregate market value of theUnits of Beneficial Interest in the registrant held by non-affiliates of theregistrant was $251,641,792* basedon the closing sale price as reported on the New York Stock Exchange.

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*Includesapproximately $481,418 representing the market value, as of July 31, 2006, of25,100 Units of Beneficial Interest the beneficial ownership of which is disclaimedby affiliates (see Item 12 herein).

**DOCUMENTS INCORPORATED BY REFERENCE**
| Document                                                                                  | ** ** | **Parts Into Which Incorporated** |
|-------------------------------------------------------------------------------------------|------------|-----------------------------------|
| Annual Report of the  Trustees for the Fiscal Year Ended January 31, 2007 (Annual Report) |       | Parts I, II, and IV               |

 

 

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**PART I**

# **ITEM 1.****                ****BUSINESS****.**

## **(a)****          ****General Development ofBusiness**.

The information under the headings “Trustees’Discussion and Analysis of Financial Condition and Results of Operations,” “TheTrust Estate,” “Leasehold Royalties,” and “Land Trust and Fee Royalties”beginning on pages 9, 17, 22 and 25, respectively, of the Annual Report of theTrustees of Mesabi Trust for the fiscal year ended January 31, 2007 (the “AnnualReport”) is incorporated herein by reference.

## **(b)****          ****Financial Information AboutSegments**.

Substantiallyall of the revenue, operating profits and assets of Mesabi Trust (“Mesabi Trust”or the “Trust”) relate to one business segment—iron ore mining.  The information under the heading “SelectedFinancial Data” set forth on page 9 of the Annual Report is incorporated hereinby reference.

## **(c)****          ****Narrative Description ofBusiness**.

Theinformation under the headings “Trustees’ Discussion and Analysis of FinancialCondition and Results of Operations,” “The Trust Estate,” and “LeaseholdRoyalties” beginning on pages 9, 17 and 22, respectively, of the Annual Reportis incorporated herein by reference.

## **(d)****          ****Financial Information AboutGeographical Areas**.

All of the Trust’s revenues and assets are derived from the TrustEstate.  The information under theheading “Selected Financial Data” set forth on page 9 of the Annual Report isincorporated herein by reference.

## **(e)****          ****Availability of Reports onRegistrant’s Website**.

Theinformation on the cover page of the Annual Report, set forth on page 1thereof, is incorporated herein by reference.

# **ITEM1A.**              **RISK FACTORS**.

Theinformation under the heading “Risk Factors” set forth on pages 3 through 6 ofthe Annual Report is incorporated herein by reference.

# **ITEM1B.****             ****UNRESOLVED STAFF COMMENTS****.**

None.

# **ITEM 2.****                                                    ****PROPERTIES****.**

Theinformation under the heading “The Trust Estate” beginning on page 17 of theAnnual Report is incorporated herein by reference.

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# **ITEM 3.****                 ****LEGAL PROCEEDINGS****.**

OnSeptember 25, 2006, Mesabi Trust filed a Demand in Arbitration with theAmerican Arbitration Association (the “Demand”) naming Cleveland Cliffs Inc. (“CCI”)and its wholly-owned subsidiary Northshore Mining Company (“Northshore”) asrespondents (the “Respondents”).  The Demand seeks a declaratory judgmentand injunctive relief in favor of Mesabi Trust concerning access to contractualand related information upon which royalty calculations are based.  Specifically, the Demand asserts that theAmendment of Assignment of Peters Lease provides that the Trustees and their dulyauthorized representatives have the right to examine and make copies of andabstracts from pellet supply agreements that should be regarded as records andbooks of account relating to the operations of Northshore giving rise to itsroyalty obligations to Mesabi Trust.  TheDemand also alleges that the Respondents have denied the Trustees access tosuch agreements and related documents and the right to examine and make copiesand abstracts of those agreements.  Thearbitrator presiding over the Demand issued a notice to the parties advisingthem that a hearing on the Demand is scheduled for May 30 and May 31,2007.  Mesabi Trust and the Respondentsare each seeking attorneys’ fees and costs in connection with the Demand.

# **ITEM 4.****                 ****SUBMISSION OF MATTERS TO A VOTEOF SECURITY HOLDERS****.**

None.

**PART II**

# **ITEM 5.****                                                    ****MARKET FOR REGISTRANT’S COMMONEQUITY, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES****.**

Theinformation under the headings “Unallocated Reserve” and “Certificates ofBeneficial Interest” set forth on page 26, respectively, of the Annual Reportis incorporated herein by reference.

# **ITEM 6.****                 ****SELECTED FINANCIAL DATA****.**

The information under the heading “Selected Financial Data” set forthon page 9 of the Annual Report is incorporated herein by reference.

# **ITEM 7.****                                                    ****TRUSTEES’ DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS****.**

The information under the headings “Trustees’ Discussion and Analysisof Financial Condition and Results of Operations,” “Leasehold Royalties,”****“Trust Expenses,” and “Unallocated Reserve” beginning onpages 9, 22, 25 and 26, respectively, of the Annual Report is incorporatedherein by reference.

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# **ITEM7A.****              ****QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK****.**

Not applicable.

# **ITEM 8.****                 ****FINANCIAL STATEMENTS ANDSUPPLEMENTARY DATA****.**

Thefinancial statements, including the independent auditors’ reports thereon,filed as a part of this report, are presented on pages F-3 through F-14 and areincorporated herein by reference.

# **ITEM 9.****                                                  ****CHANGES IN AND DISAGREEMENTS WITHACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE****.**

None.

# **ITEM 9A.****              ****CONTROLS****AND PROCEDURES****.**

***Evaluation of DisclosureControls and Procedures***.  The Trustees maintain disclosure controls andprocedures designed to ensure that information required to be disclosed by theTrust in the reports that it files or submits under the Securities Exchange Actof 1934, as amended, is recorded, processed, summarized and reported within thetime periods specified in the rules and regulations of the Securities andExchange Commission.  Disclosure controlsand procedures include controls and procedures designed to ensure thatinformation required to be disclosed by the Trust is accumulated andcommunicated by Northshore and consultants to the Trustees as appropriate, toallow timely decisions regarding required disclosure.

Aspart of their evaluation of the Trust’s disclosure controls and procedures, theTrustees rely on quarterly shipment and royalty calculations provided byNorthshore.  Because Northshore hasdeclined to support this information with a written certification attesting towhether Northshore has established disclosure controls and procedures andinternal controls sufficient to enable it to verify that the informationfurnished to the Trustees is accurate and complete, the Trustees must rely on(a) a general certification from Northshore and Northshore’s parent, CCI,certifying as to the accuracy of the royalty calculations, and (b) CCI’sconclusion that its overall disclosure controls and procedures were effectiveas of December 31, 2005, and that there have been no changes to its disclosurecontrols through the period ended September 30, 2006.  In addition, the Trust’s consultants reviewthe schedule of leasehold royalties payable and shipping and sales reportsprovided by Northshore against production and shipment reports prepared by theEveleth Fee Office, Inc., an independent consultant to the Trust (“Eveleth FeeOffice”). The Eveleth Fee Office gathers production and shipping informationfrom Northshore and prepares monthly production and shipment reports for theTrustees. Furthermore, as part of its engagement by the Trust, the Eveleth FeeOffice also attends Northshore’s calibration and testing of its crude orescales and boat loader scales which are conducted on a periodic basis.

As of the end of the periodcovered by this report, the Trustees carried out an evaluation of the Trust’sdisclosure controls and procedures.  TheTrustees have concluded that such disclosure controls and procedures areeffective.

***Trustees’ Report on Internal Control over Financial Reporting*****.**  The Trustees’ Report onInternal Control over Financial Reporting, along with the attestation report ofthe Trust’s independent

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registered public accountingfirm on its assessment of the Trust’s internal control over financial reporting,are set forth on pages F-2 through F-4, respectively, of the Annual Report.

***Changes in Internal Control over FinancialReporting***.  To the knowledge of the Trustees, there hasbeen no change in the Trust’s internal control over financial reporting thatoccurred during the Trust’s last fiscal quarter that has materially affected,or is likely to materially affect, the Trust’s internal control over financialreporting.  The Trustees note forpurposes of clarification that they have no authority over, and make nostatement concerning, the internal controls of Northshore.

# **ITEM9B.**              **OTHER INFORMATION**.

None.

**PART III**

# **ITEM10.****                                             ****DIRECTORS, EXECUTIVE OFFICERS ANDCORPORATE GOVERNANCE****.**

Thereare no directors or executive officers of the registrant.  The Agreement of Trust dated July 18, 1961(the “Agreement of Trust”) provides for a Corporate Trustee and four IndividualTrustees (collectively, the “Trustees”). Generally, Trustees continue in office until their resignation orremoval.  Any Trustee may be removed atany time, with or without cause, by the holders of two-thirds in interest ofthe Certificates of Beneficial Interest in the Trust (the “Trust Certificates”)then outstanding.  In the case of anIndividual Trustee, a successor is appointed if the Individual Trustee dies,becomes incapable of acting or is adjudged bankrupt or insolvent.  In the case of the Corporate Trustee, asuccessor is appointed if a receiver of the Corporate Trustee or of itsproperty is appointed, or if any public officer takes charge or control of theCorporate Trustee or of its property or affairs for the purpose ofrehabilitation, conservation or liquidation. Successor Trustees can only be appointed by the holders of a majority ininterest of the Trust Certificates then outstanding.  Because such appointments are not made on aregular or periodic basis, the Trust does not have a standing nominatingcommittee or a policy in place for the recommendation and nomination ofsuccessor Trustees.

The present Trustees of Mesabi Trust and their respective ages, termsin office as Trustees, and business experience during the past five years areset forth in the following table:
| **Name**                             | ** ** | **Age** | ** ** | **Trustee  Since** | ** ** | **Business Experience  During Past Five Years**                                                                                       |
|--------------------------------------|------------|---------|------------|--------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------|
|                                 |       |    |       |               |       |                                                                                                                                  |
| Deutsche Bank Trust Company Americas |       | N/A     |       | 1961               |       | New York banking corporation.                                                                                                         |
|                                 |       |    |       |               |       |                                                                                                                                  |
| James A.  Ehrenberg                  |       | 64      |       | 2006               |       | Until April 2005, Senior Vice President, Corporate  Trust Services, U.S. Bank, N.A.                                                   |
|                                 |       |    |       |               |       |                                                                                                                                  |
| David J. Hoffman                     |       | 71      |       | 1977               |       | Mining geologist; Until January 1988, President  of Towne Mines Exploration Company, Inc., a privately-held mining  corporation. |
|                                 |       |    |       |               |       |                                                                                                                                  |
| Richard G.  Lareau                   |       | 78      |       | 1990               |       | Partner in the law firm of Oppenheimer Wolff &  Donnelly LLP.                                                                     |
|                                 |       |    |       |               |       |                                                                                                                                  |
| Norman F.  Sprague III               |       | 59      |       | 1981               |       | Private investor; Orthopedic surgeon.                                                                                                 |

 

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There are no familyrelationships among any of the above persons.

The Trust’s activities arelimited to collecting income, paying expenses and liabilities, distributing netincome to the holders of Trust Certificates (the “Unitholders”) after thepayment of, or provision for, such expenses and liabilities, and protecting andconserving the assets held.  Although theTrust is not required to designate an audit committee because of an exemptionfrom Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and therules promulgated thereunder, the Trustees believe that they perform thefunctions of an audit committee individually and collectively.  Accordingly, the Trustees have not designatedan “audit committee financial expert.” The Trustees have adopted a Code of Ethics that applies to theTrustees.  A copy of the Code of Ethicsis filed as Exhibit 14 to this report.

To carry out the Trustees’duties under the Agreement of Trust, the Trustees meet on a quarterly basis todiscuss information and circumstances relevant to the Trust. The Trustees alsoconduct telephone conferences from time to time between the quarterly meetingsto address developments that require more timely attention.

In the third quarter of eachyear, the Trustees’ meeting is typically conducted in connection with theTrustees’ annual inspection trip in which they personally visit and tourNorthshore’s mining operations and plant facilities located near Babbitt and inSilver Bay, Minnesota, respectively. During the inspection trip, the Trustees meet with and interviewNorthshore personnel with respect to Northshore’s current operations, changesin operations, mining plans, capital equipment and facilities.

# **ITEM11.****                                             ****EXECUTIVE COMPENSATION**.

**Compensation Discussion and Analysis**

The Trust does not have a board of directors, executive officers or anyemployees.  The compensation paid to theTrustees is governed by the Amendment to the Agreement of Trust dated October25, 1982, as amended (the “Amendment”). The Amendment does not provide for any stock awards, option awards,non-equity incentive plan compensation, change in pension value, nonqualifieddeferred compensation earnings or any other compensation.  The Trust does not have severance agreementsnor does it provide post-retirement benefits to the Trustees.  Accordingly, all such tables have beenomitted from this Annual Report on Form 10-K.

Pursuantto the Amendment, each Individual Trustee receives at least $20,000 in annualcompensation for services as Trustee. Each year, annual Trustee compensation is adjusted up or down (but notbelow $20,000) in accordance with changes from the November 1981 level of295.5 (the “1981 Escalation Level”) in the All Commodities Producer Price Index(with 1967 = 100 as a base).  The AllCommodities Producer Price Index is published by the U.S. Department of Labor,

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Bureau of LaborStatistics.  The adjustment is made atthe end of each fiscal year and is calculated on the basis of the proportionbetween (a) the level of such index for the November preceding the end of suchfiscal year, and (b) the 1981 Escalation Level. Any action to modify or otherwise vary the compensation of theIndividual Trustees as provided by the Amendment must be approved by theaffirmative vote of 66 2/3% of the outstanding units of beneficialinterest.  Each of the IndividualTrustees received $33,443 in cash compensation for services to the Trust duringthe fiscal year ended January 31, 2007.

Underthe Amendment, the Corporate Trustee receives annual compensation in an amountequal to the greater of (i) $20,000, or such other amount determined inaccordance with the adjustments described in the preceding paragraph, or (ii)one quarter of one percent (1/4 of 1%) of the trust moneys, exclusive ofproceeds of sale of any part of the Trust Estate (as such terms are defined inthe Agreement of Trust), received by the Trustees and distributed toUnitholders.  The Corporate Trusteereceived $33,443 in cash compensation pursuant to this provision for the fiscalyear ended January 31, 2007.

Additionally,each year the Corporate Trustee receives $62,500 to cover clerical andadministrative services to Mesabi Trust, other than services customarilyperformed by a registrar or transfer agent for which the Corporate Trustee ispaid additional service fees.  TheCorporate Trustee received compensation of $12,738 for its services asregistrar and transfer agent for the year ended January 31, 2007.  Under the Amendment, the Individual Trusteesmay, in extraordinary circumstances, pay additional compensation to theCorporate Trustee.  The decision to paysuch compensation must be unanimously approved by the Individual Trustees.

**Trustees’ Compensation Report**

The Trustees have not designated a compensation committee.  The Trustees, as a group, have reviewed anddiscussed the Compensation Discussion and Analysis (“CD&A”) and based onsuch review and discussion have recommended that the CD&A be included inthis Annual Report on Form 10-K.

MESABI TRUST

Deutsche Bank Trust Company Americas

James A. Ehrenberg

David J. Hoffman

Richard G. Lareau

Norman F. Sprague, III

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**TrusteeCompensation**

**Summary Compensation Table**

The table below summarizes the total compensation paid to each of theIndividual Trustees and the Corporate Trustee in the fiscal year ended January31, 2007.  
| **Name**                                                 | ** ** | **Fees Earned or  Paid in Cash ($)** | ** ** | **Stock  Awards  ($)** | ** ** | **Option  Awards  ($)** | ** ** | **Change in  Pension Value  and Deferred  Compensation  Earnings ($)** | ** ** | **All Other  Compensation  ($)** | ** ** | **Total  ($)** | ** ** |
|----------------------------------------------------------|------------|---------------------------------------------------------------|------------|------------------------|------------|-------------------------|------------|--------------------------------------------------------------------------------------------|------------|---------------------------------------|------------|----------------|------------|
|                                                     |       |                                                          |       |                   |       |                    |       |                                                                                       |       |                                  |       |           |       |
| Deutsche Bank  Trust Company Americas, Corporate Trustee |       | $                                                             | 95,943     |                   | N/A        |                    | N/A        |                                                                                       | N/A        |                                  | $          | 12,738         | (1)        | $ | 108,681 |   |
|                                                     |       |                                                          |       |                   |       |                    |       |                                                                                       |       |                                  |       |           |       |
| James A.  Ehrenberg                                      |       | $                                                             | 33,443     |                   | N/A        |                    | N/A        |                                                                                       | N/A        |                                  | N/A        |           | $          | 33,443 |   |
|                                                     |       |                                                          |       |                   |       |                    |       |                                                                                       |       |                                  |       |           |       |
| David J. Hoffman                                         |       | $                                                             | 33,443     |                   | N/A        |                    | N/A        |                                                                                       | N/A        |                                  | N/A        |           | $          | 33,443 |   |
|                                                     |       |                                                          |       |                   |       |                    |       |                                                                                       |       |                                  |       |           |       |
| Richard G.  Lareau                                       |       | $                                                             | 33,443     |                   | N/A        |                    | N/A        |                                                                                       | N/A        |                                  | N/A        |           | $          | 33,443 |   |
|                                                     |       |                                                          |       |                   |       |                    |       |                                                                                       |       |                                  |       |           |       |
| Norman F. Sprague III                                    |       | $                                                             | 33,443     |                   | N/A        |                    | N/A        |                                                                                       | N/A        |                                  | N/A        |           | $          | 33,443 |   |
|                                                          |            |                                                               |            |                        |            |                         |            |                                                                                            |            |                                       |            |                |            |  |  |  |

 

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(1) Represents fees anddisbursements paid to Deutsche Bank Trust Company Americas for its services asregistrar and transfer agent of the Units.

# **ITEM 12.  ****                                    ****SECURITY OWNERSHIP OF CERTAINBENEFICIAL OWNERS AND TRUSTEES****.**

The following table sets forth informationconcerning each person known to Mesabi Trust to own beneficially more than 5%of the Trust’s Units outstanding as of April 5, 2007.  Such information has been obtained fromMesabi Trust’s records and a review of statements filed with Mesabi Trustpursuant to Rule 13d-102 under the Securities Exchange Act of 1934, as amended,through April 5, 2007.
| **Name and Address  of Beneficial Owner(s)**                                                                                                                                                                                                                                                 | ** ** | **Amount of Beneficial  Ownership of Units** | ** ** | **Percent of  Class** | ** ** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|----------------------------|------------|
|                                                                                                                                                                                                                                                                                                             |       |                                                             |       |                       |       |
| Jeffrey L. Gendell,  Tontine Capital Partners, L.P., a Delaware limited partnership, Tontine  Capital Management, L.L.C., a Delaware limited liability company, and Tontine  Overseas Associates, L.L.C., a Delaware limited liability company, 55  Railroad Avenue, 3rd Floor Greenwich, Connecticut 06830 |       | 911,600*                                                         |       | 7.0%                       |       |

 

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*                                         According to a Schedule 13G/A dated February13, 2007, filed by such persons, which indicates that such persons each haveshared voting power and shared dispositive power with respect to suchUnits.  Tontine Capital Management,L.L.C. is the general partner of Tontine Capital Partners, L.P., the directowner of the 861,600 Units reported. Tontine Overseas Associates, L.L.C., a limited liability companyorganized under the laws of the state of Delaware, serves as investment managerto Tontine Capital Overseas Master Fund, L.P., a Cayman Islands partnershipwith respect to the

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50,000 Units held directly byTontine Overseas Associates, L.L.C.  Mr. Gendell is a reporting person with respect to the Unitsdirectly owned by Tontine Capital Partners, L.P. and Tontine Capital OverseasMaster Fund, L.P.

Thetable below sets forth information as to the Units of Beneficial Interest inMesabi Trust beneficially owned as of April 5, 2007 by the Trusteesindividually and as a group.  Except asotherwise indicated and subject to applicable community property laws, eachowner has sole voting and investment powers with respect to the securitieslisted.

| Name                                  | ** ** | **Amount of Beneficial  Ownership of Units** | ** ** | **Percent of  Class** | ** ** |
|---------------------------------------|------------|------------------------------------------------------------------|------------|----------------------------|------------|
| ** **                            | ** ** | ** **                                                       | ** ** | ** **                 | ** ** |
| Deutsche Bank  Trust Company Americas |       | 0                                                                |       | 0                          |       |
|                                  |       |                                                             |       |                       |       |
| James A.  Ehrenberg                   |       | 500                                                              |       | **                         |       |
|                                  |       |                                                             |       |                       |       |
| David J. Hoffman                      |       | 38,100                                                           | (1)        | **                         |       |
|                                  |       |                                                             |       |                       |       |
| Richard G.  Lareau                    |       | 24,000                                                           | (2)        | **                         |       |
|                                  |       |                                                             |       |                       |       |
| Norman F.  Sprague III                |       | 12,700                                                           |       | **                         |       |
|                                  |       |                                                             |       |                       |       |
| All trustees as a group               |       | 74,800                                                           |       | **                         |       |

 

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** Less than 1%

(1)                                 Includes 15,100 Units owned by Mr. Hoffman’swife, over which Mr. Hoffman does not have any investment or voting power andas to which Mr. Hoffman disclaims any beneficial ownership.

(2)                                 Includes 10,000 Units owned by Mr. Lareau’swife, over which Mr. Lareau does not have any investment or voting power and asto which Mr. Lareau disclaims any beneficial ownership.

# **ITEM 13.  ****                                    ****CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS, AND DIRECTOR INDEPENDENCE****.**

Mr.Richard G. Lareau, who became a Trustee on March 7, 1990, is a seniorpartner in the law firm of Oppenheimer Wolff & Donnelly LLP, ofMinneapolis, Minnesota.  That firm hasbeen retained by Mesabi Trust since 1961 to act with respect to matters ofMinnesota law, and was retained in 1991 by the Trustees other than Mr. Lareauto act as general counsel.  OppenheimerWolff & Donnelly LLP provided legal services to Mesabi Trust during the fiscal year ended January 31, 2007.

**Related Person Transaction Policy**

During the fiscal year ended January 31, 2007,the Trustees met on a quarterly basis and reviewed and approved or ratified allof the transactions that occurred during the prior fiscal quarter.  In connection with their review of the Trust’stransactions, the Trustees consider whether there have been any related persontransactions.  In determining whether toapprove a related person transaction, the Trustees consider the followingfactors, in addition to any other factors they deem necessary or appropriate:

·                  whether the transaction is expresslypermitted by the Trust indenture;

·                  whether the terms are fair to the Trust;

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·                  whether the transaction is material to theTrust;

·                  the role of the related person in arrangingthe related person transaction;

·                  the structure of the related persontransaction; and

·                  the interests of all related persons in therelated person transaction.

Based on their review of the Trust’s transactions during the fiscalyear ended January 31, 2007, the Trustees concluded that there were norelated person transactions required to be disclosed in this Annual Report onForm 10-K.

InApril 2007, the Trustees adopted a written related person transactionapproval policy, which sets forth the Trust’s policies and procedures for thereview, approval or ratification of any transaction required to be reported inMesabi Trust’s filings with the Securities and Exchange Commission.  The policy applies to any financialtransaction, arrangement or relationship or any series of similar transactions,arrangements or relationships in which Mesabi Trust is a participant and inwhich a related person has a direct or indirect interest.

Certaintypes of transactions, which would otherwise require review, are nowpre-approved by the Trustees in accordance with the policy. These types oftransactions include, for example, (i) transactions, which when aggregatedwith the amount of all other transactions between the related person and the Trust,involve less than $100,000 in a fiscal year; (ii) transactions where theinterest of the related person arises only by way of a directorship or minoritystake in another organization that is a party to the transaction; (iii)transactions with a related person involving services as a bank depositary offunds, transfer agent, registrar, trustee under a trust indenture, or similarservices; and (iv) a transaction that is specifically contemplated byprovisions of the Trust’s indenture.

**Exemptionfrom Director Independence Requirements**

Becauseof its legal structure and character as a pass-through royalty trust, the Trustis exempt from Rule 10A-3 of the Securities Exchange Act and the CorporateGovernance Standards set forth in Section 303A of the New York Stock Exchange’sListed Company Manual.

# **ITEM 14.****                                             ****PRINCIPAL ACCOUNTANT FEES ANDSERVICES****.**

**(a)****       ****Audit Fees**.

The aggregate fees paid forprofessional services rendered by Gordon, Hughes & Banks, LLP  (“GHB”) for the audit of the Trust’s annualfinancial statements, the audit of the Trustees’ assessment of internal controlover financial reporting and review of the financial statements included in theTrust’s quarterly reports on Form 10-Q for fiscal 2007 were approximately$46,000, which amount excludes fees incurred by the Trust for professionalservices rendered by GHB after January 31, 2007 and not yet billed to theTrust.

The aggregate fees paid forprofessional services rendered by GHB for the audit of the Trust’s annualfinancial statements, the audit of the Trustees’ assessment of internal controlover financial reporting and review of the financial statements included in theTrust’s quarterly reports on Form 10-Q for fiscal 2006 were approximately$51,000.

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**(b)****       ****Audit-Related Fees**.

Nofees were paid to GHB for assurance and related services that were notreasonably related to the performance of the audit or review of the Trust’sfinancial statements for fiscal 2007 or fiscal 2006.

**(c)****       ****Tax Fees**.

No fees were paid to GHB fortax compliance, tax advice and tax planning for Mesabi Trust for fiscal 2007 orfiscal 2006.

**(d)****       ****All OtherFees**.

No other fees were paid toGHB for services provided to Mesabi Trust, other than those described in item(a), for fiscal 2007 or fiscal 2006.

Before the independentauditor is engaged to perform audit and review services for the Trust, theTrustees approve the engagements.

**PART IV**

**ITEM 15.****                                             ****EXHIBITS, FINANCIAL STATEMENTSCHEDULES****.**

**(a) 1.****                    ****Financial Statements****:**

Thefollowing Financial Statements are incorporated in this Report by referencefrom the following pages of the Annual Report:
|   | Report of Independent Registered Public  Accounting Firm                                                 | Pages F-3 - F-4  |
|--------|----------------------------------------------------------------------------------------------------------|------------------|
|   |                                                                                                     |             |
|   | Balance Sheets as of January 31, 2007 and 2006                                                           | Page F-5         |
|   |                                                                                                     |             |
|   | Statements of Income for the years ended January 31,  2007, 2006, and 2005                               | Page F-6         |
|   |                                                                                                     |             |
|   | Statements of Unallocated Reserve and Trust Corpus  for the years ended January 31, 2007, 2006, and 2005 | Page F-7         |
|   |                                                                                                     |             |
|   | Statements of Cash Flows for the years ended January  31, 2007, 2006, and 2005                           | Page F-8         |
|   |                                                                                                     |             |
|   | Notes to Financial Statements                                                                            | Pages F-9 - F-14 |

 

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**    (a) 3.     Exhibits:**
| Item No. | ** ** | **Item**                                                                           | ** ** | **Filing Method**                                                                                                                                          |
|----------|------------|------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |       |                                                                               |       |                                                                                                                                                       |
| 3        |       | Agreement of Trust dated as of July 18, 1961                                  |       | Incorporated by reference from Exhibit 3 to Mesabi  Trust’s Annual Report on Form 10-K for the fiscal year ended January 31,  1987.              |
|     |       |                                                                               |       |                                                                                                                                                       |
| 3(a)     |       | Amendment to the Agreement of Trust dated as of  October 25, 1982                  |       | Incorporated by reference from Exhibit 3(a) to  Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended  January 31, 1988.           |
|     |       |                                                                               |       |                                                                                                                                                       |
| 4        |       | Instruments defining the rights of Trust Certificate  Holders                      |       | Incorporated by reference from Exhibit 4 to Mesabi  Trust’s Annual Report on Form 10-K for the fiscal year ended  January 31, 1987.              |
|     |       |                                                                               |       |                                                                                                                                                       |
| 10(a)    |       | Peters Lease                                                                       |       | Incorporated by reference from Exhibits 10(a) -  10(d) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year  ended January 31, 1987. |
|     |       |                                                                               |       |                                                                                                                                                       |
| 10(b)    |       | Amendment of Assignment of Peters Lease                                            |       | Incorporated by reference from Exhibits 10(a) -  10(d) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year  ended January 31, 1987. |
|     |       |                                                                               |       |                                                                                                                                                       |
| 10(c)    |       | Cloquet Lease                                                                      |       | Incorporated by reference from Exhibits 10(a) -  10(d) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year  ended January 31, 1987. |
|     |       |                                                                               |       |                                                                                                                                                       |
| 10(d)    |       | Assignment of Cloquet Lease                                                        |       | Incorporated by reference from Exhibits 10(a) -  10(d) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year  ended January 31, 1987. |
|     |       |                                                                               |       |                                                                                                                                                       |
| 10(e)    |       | Modification of Lease and Consent to Assignment  dated as of October 22, 1982 |       | Incorporated by reference from Exhibit 10(e) to  Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended  January 31, 1988.          |

 

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| Item No.   | ** ** | **Item**                                                                                                                                                                                  | ** ** | **Filing Method**                                                                                                                         |
|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                | ** ** | ** **                                                                                                                                |
| 10(f)      |       | Amendment of Assignment, Assumption and Further  Assignment of Peters Lease                                                                                                               |       | Incorporated by reference from Exhibit A to Mesabi  Trust’s Report on Form 8-K dated August 17, 1989.                           |
|       |       |                                                                                                                                                                                      |       |                                                                                                                                      |
| 10(g)      |       | Amendment of Assignment, Assumption and Further  Assignments of Cloquet Lease                                                                                                             |       | Incorporated by reference from Exhibit B to Mesabi  Trust’s Report on Form 8-K dated August 17, 1989.                           |
|       |       |                                                                                                                                                                                      |       |                                                                                                                                      |
| 10(h)      |       | Summary Description of Trustees’ Compensation                                                                                                                                        |       | Filed herewith.                                                                                                                           |
|       |       |                                                                                                                                                                                      |       |                                                                                                                                      |
| 13         |       | Annual Report of the Trustees of Mesabi Trust for  the fiscal year ended January 31, 2007                                                                                                 |       | Filed herewith.                                                                                                                           |
|       |       |                                                                                                                                                                                      |       |                                                                                                                                      |
| 14         |       | Trustees Code of Ethics                                                                                                                                                                   |       | Incorporated by reference from Exhibit 13 to Mesabi  Trust’s Annual Report on Form 10-K for the fiscal year ended January 31,  2004. |
|       |       |                                                                                                                                                                                      |       |                                                                                                                                      |
| 31         |       | Certification of Corporate Trustee of Mesabi Trust  pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |       | Filed herewith.                                                                                                                           |
|       |       |                                                                                                                                                                                      |       |                                                                                                                                      |
| 32         |       | Certification of Corporate Trustee of Mesabi Trust  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002                             |       | Filed herewith.                                                                                                                           |

 

13

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**SIGNATURES**

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

Dated:  April 13, 2007
|        | **MESABI TRUST** |                                                               |               |
|--------|------------------|--------------------------------------------------------------------|--------------------|
|   | ** **       |                                                               |               |
|   |             |                                                               |               |   |
|        | By:              | DEUTSCHE BANK TRUST COMPANY                                        |               |   |
|   |             | AMERICAS                                                           |               |   |
|   |             | Corporate Trustee                                                  |               |   |
|   |             |                                                               |               |   |
|   |             | Principal  Administrative Officer and duly  authorized signatory:* |               |   |
|   |             |                                                               |               |   |
|   | By:              | Deutsche Bank National Trust Company                               |               |   |
|   |             |                                                               |               |   |
|   |             | By:                                                                | /s/ Rodney Gaughan |   |   |
|   |             | Rodney Gaughan                                                     |               |   |
|   |             | Assistant Vice  President                                          |               |   |
|        |                  |                                                                    |                    |  |  |

 

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*There are no principal executive officers or principal financial officers of theregistrant.

Pursuant to the requirementsof the Securities Exchange Act of 1934, as amended, this report has been signedbelow by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.
| /s/ James A. Ehrenberg                |   | April 13, 2007 |
|---------------------------------------|--------|----------------|
| James A.  Ehrenberg                   |   |           |
| Individual  Trustee                   |   |           |
|                                  |   |           |
| /s/ Rodney  Gaughan                   |   | April 13, 2007 |
| Rodney Gaughan                        |   |           |
| Assistant Vice  President             |   |           |
| Deutsche Bank  Trust Company Americas |   |           |
|                                  |   |           |
| /s/ David J.  Hoffman                 |   | April 13, 2007 |
| David J. Hoffman                      |   |           |
| Individual  Trustee                   |   |           |
|                                  |   |           |
| /s/ Richard G.  Lareau                |   | April 13, 2007 |
| Richard G.  Lareau                    |   |           |
| Individual  Trustee                   |   |           |
|                                  |   |           |
| /s/ Norman F.  Sprague III            |   | April 13, 2007 |
| Norman F.  Sprague III                |   |           |
| Individual  Trustee                   |   |           |

 

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