** **

**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-K**

 

| **x**  | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE** |
|--------|--------------------------------------------------------------------|
|   | **SECURITIES EXCHANGE ACT OF 1934**                                |

 

**Forthe fiscal year ended January 31, 2008**

** **

| **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**                                  | ** ** | ** **           |
| **27th Floor**                                      | ** ** | ** **           |
| **New York, New York**                              | ** ** | **10005**            |
| (Address of  principal executive offices)           |       | (Zip Code)           |

 

**(615) 835-2749**

(Registrant’s telephone number, including area code)

 

Securitiesregistered pursuant 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                      |

 

Securitiesregistered pursuant to Section 12(g) of the Act:  **None**

 

Indicate bycheck mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act. 

| No  x |   | Yes  o |
|-----------------|--------|------------------|

 

Indicate bycheck mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Exchange Act.

| No  x |   | Yes  o |
|-----------------|--------|------------------|

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements 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

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany.  See the definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act.

 

| Large accelerated filer o |   | Accelerated filer x |   | Non-accelerated filer o(Do not  check if a smaller reporting company.) |   | Smaller reporting company o |
|---------------------------|--------|---------------------|--------|------------------------------------------------------------------------|--------|-----------------------------|

 

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act).

| No  x |   | Yes  o |
|-----------------|--------|------------------|

 

As of July 31, 2007, the aggregate marketvalue of the Units of Beneficial Interest in the registrant held bynon-affiliates of the registrant was $253,216,193* based on the closing sale price as reported on the New York StockExchange.

----

*Includes approximately $484,430 representing the market value, as of July 31,2007, of 25,100 Units of Beneficial Interest the beneficial ownership of whichis disclaimed by 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, 2008 (Annual Report) |       | Parts I, II, and IV          |

** **

----

** **

**PART I**

** **

| **ITEM 1.** | **BUSINESS.** |
|-------------|---------------|

##  

| **(a)** | **General Development of Business**. |
|---------|--------------------------------------|

##  

The information under theheadings “Trustees’ Discussion and Analysis of Financial Condition and Resultsof Operations,” “The Trust Estate,” “Leasehold Royalties,” and “Land Trust andFee Royalties” beginning on pages 9, 17, 22 and 24, respectively, of theAnnual Report of the Trustees of Mesabi Trust for the fiscal year ended January 31,2008 (the “Annual Report”) is incorporated herein by reference.

##  

| **(b)** | **Financial Information About Segments**. |
|---------|-------------------------------------------|

##  

Substantially all of therevenue, 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 “Selected Financial Data” set forth onpage 9 of the Annual Report is incorporated herein by reference.

##  

| **(c)** | **Narrative Description of Business**. |
|---------|----------------------------------------|

##  

The information under theheadings “Trustees’ Discussion and Analysis of Financial Condition and Resultsof Operations,” “The Trust Estate,” and “Leasehold Royalties” beginning on pages 9,17 and 22, respectively, of the Annual Report is incorporated herein byreference.

##  

| **(d)** | **Financial Information  About Geographical 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 Reportis incorporated herein by reference.

##  

| **(e)** | **Availability of Reports on Registrant’s  Website**. |
|---------|------------------------------------------------------------|

##  

The information on the coverpage of the Annual Report, set forth on page 1 thereof, isincorporated herein by reference.

#  

| **ITEM 1A.** | **RISK FACTORS**. |
|--------------|-------------------|

#  

The information under theheading “Risk Factors” set forth on pages 3 through 6 of the Annual Reportis incorporated herein by reference.

#  

| **ITEM 1B.** | **UNRESOLVED STAFF COMMENTS****.** |
|--------------|------------------------------------|

#  

None.

#  

| **ITEM 2.** | **PROPERTIES****.** |
|-------------|---------------------|

#  

The information under theheading “The Trust Estate” beginning on page 17 of the Annual Report isincorporated herein by reference.

#  

| **ITEM 3.** | **LEGAL PROCEEDINGS****.** |
|-------------|----------------------------|

#  

None.

 

2

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| **ITEM 4.** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY  HOLDERS****.** |
|-------------|---------------------------------------------------------------|

#  

None.

 

**PART II**

** **

| **ITEM 5.** | **MARKET FOR REGISTRANT’S COMMON EQUITY,  RELATED UNITHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES.** |
|-------------|-----------------------------------------------------------------------------------------------------------------------|

#  

The information under theheadings “Unallocated Reserve” and “Certificates of Beneficial Interest” setforth on pages 25 and 26, respectively, of the Annual Report isincorporated herein by reference.

 

| **ITEM 6.** | **SELECTED FINANCIAL DATA****.** |
|-------------|----------------------------------|

#  

The informationunder the heading “Selected Financial Data” set forth on page 9 of theAnnual Report is incorporated herein by reference.

 

| **ITEM 7.** | **TRUSTEES’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS  OF**
**OPERATIONS****.** |
|-------------|-------------------------------------------------------------------------------------------------------|

#  

The informationunder the headings “Trustees’ Discussion and Analysis of Financial Conditionand Results of Operations,” “Leasehold Royalties,”****“TrustExpenses,” and “Unallocated Reserve” beginning on pages 9, 22, 25 and 25,respectively, of the Annual Report is incorporated herein by reference.

 

| **ITEM 7A.** | **QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT MARKET RISK****.** |
|--------------|----------------------------------------------------------------------|

#  

Not applicable.

 

| **ITEM 8.** | **FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA****.** |
|-------------|------------------------------------------------------|

#  

The financial statements,including the independent auditors’ reports thereon, filed as a part of thisreport, are presented on pages F-3 through F-12 and are incorporatedherein by reference.

 

| **ITEM 9.** | **CHANGES IN AND DISAGREEMENTS WITH  ACCOUNTANTS ON ACCOUNTING AND FINANCIAL**
**DISCLOSURE****.** |
|-------------|----------------------------------------------------------------------------------------------------|

#  

None.

 

| **ITEM 9A.** | **CONTROLS****AND  PROCEDURES****.** |
|--------------|--------------------------------------|

#  

***Evaluation of Disclosure Controlsand Procedures***.  The Trustees maintain disclosure controls andprocedures designed to ensure that information required to be disclosed byMesabi Trust in the reports that it furnishes or files under the SecuritiesExchange Act of 1934, as amended, is recorded, processed, summarized andreported within the time periods specified in the rules and regulations ofthe Securities and Exchange Commission. Disclosure controls and procedures include controls and proceduresdesigned to ensure that information required to be disclosed by Mesabi Trust isaccumulated and communicated by Northshore and consultants to the Trustees asappropriate, to allow timely decisions regarding required disclosure.

 

As part of their evaluation of Mesabi Trust’sdisclosure controls and procedures, the Trustees rely on quarterly shipment androyalty calculations provided by Northshore. Because Northshore has declined to 

 

3

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support this informationwith a written certification attesting to whether Northshore has establisheddisclosure controls and procedures and internal controls sufficient to enableit to verify that the information furnished to the Trustees is accurate andcomplete, the Trustees also rely on (a) an annual certification fromNorthshore and Northshore’s parent, CCI, certifying as to the accuracy of theroyalty calculations, and (b) the related due diligence review performedby the Trust’s external accountants.  Inaddition, Mesabi Trust’s consultants review the schedule of leasehold royaltiespayable and shipping and sales reports provided by Northshore againstproduction and shipment reports prepared by Eveleth Fee Office, Inc., anindependent consultant to Mesabi Trust (“Eveleth Fee Office”). Eveleth FeeOffice gathers production and shipping information from Northshore and preparesmonthly production and shipment reports for the Trustees. Furthermore, as partof its engagement by Mesabi Trust, Eveleth Fee Office also attends Northshore’scalibration and testing of its crude ore scales and boat loader scales whichare conducted on a periodic basis.

 

As of the end of the period covered by thisreport, the Trustees carried out an evaluation of Mesabi Trust’s disclosurecontrols and procedures.  The Trusteeshave concluded that such disclosure controls and procedures are effective.

 

***Trustees’ Report on Internal Control over Financial Reporting*****.**  The Trustees’ Report on Internal Control overFinancial Reporting, along with the attestation report of the Trust’sindependent registered public accounting firm on its assessment of the Trust’sinternal control over financial reporting, are set forth on pages F-2 andF-3, respectively, of the Annual Report.

 

***Changes in Internal Control overFinancial Reporting***.  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.

 

| **ITEM 9B.** | **OTHER INFORMATION****.** |
|--------------|----------------------------|

#  

None.

 

**PART III**

** **

| **ITEM 10.** | **DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE  GOVERNANCE****.** |
|--------------|------------------------------------------------------------------|

#  

There are no directors orexecutive officers of the registrant. The Agreement of Trust dated July 18, 1961 (the “Agreement of Trust”)provides for a Corporate Trustee and four Individual Trustees (collectively,the “Trustees”).  Generally, the Trusteescontinue in office until their resignation or removal.  Any Trustee may be removed at any time, withor without cause, by the holders of two-thirds in interest of the Certificatesof Beneficial Interest in the Trust (the “Trust Certificates”) thenoutstanding.  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.

 

4

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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   |       | N/A     |       | 1961              |       | New York banking corporation.                                                             |
| Company  Americas     |       |    |       |              |       |                                                                                      |
|                  |       |    |       |              |       |                                                                                      |
| James A. Ehrenberg    |       | 65      |       | 2006              |       | Until  April 2005, Senior Vice President, Corporate Trust Services, U.S. Bank,  N.A. |
|                  |       |    |       |              |       |                                                                                      |
| David J. Hoffman      |       | 72      |       | 1977              |       | Retired mining geologist.                                                                 |
|                  |       |    |       |              |       |                                                                                      |
| Richard G. Lareau     |       | 79      |       | 1990              |       | Partner in the law firm of Oppenheimer  Wolff & Donnelly LLP.                    |
|                  |       |    |       |              |       |                                                                                      |
| Norman F. Sprague III |       | 60      |       | 1981              |       | Private investor; Orthopedic surgeon.                                                     |

 

There are no family relationships among anyof the above persons.

 

The Trust’s activities are limited tocollecting income, paying expenses and liabilities, distributing net income tothe holders of Trust Certificates (the “Unitholders”) after the payment of, orprovision for, such expenses and liabilities, and protecting and conserving theassets held.  Although the Trust is notrequired to designate an audit committee because of an exemption from Rule 10A-3of the Securities Exchange Act of 1934, as amended, and the rules promulgatedthereunder, the Trustees believe that they perform the functions of an auditcommittee individually and collectively. Accordingly, the Trustees have not designated an “audit committeefinancial expert.”  The Trustees have adopteda Code of Ethics that applies to the Trustees. A copy of the Code of Ethics is filed as Exhibit 14 to this report.

 

To carry out theTrustees’ duties under the Agreement of Trust, the Trustees meet on a quarterlybasis to discuss information and circumstances relevant to the Trust. TheTrustees also conduct telephone conferences from time to time between thequarterly meetings to address developments that require more timely attention.

 

In the thirdquarter of each year, the Trustees’ meeting is typically conducted inconnection with the Trustees’ annual inspection trip in which they personallyvisit and tour Northshore’s mining operations and plant facilities located nearBabbitt and in Silver Bay, Minnesota, respectively.  During the inspection trip, the Trustees meetwith and interview Northshore personnel with respect to Northshore’s currentoperations, changes in operations, mining plans, capital equipment andfacilities.

 

| **ITEM 11.** | **EXECUTIVE COMPENSATION****.** |
|--------------|---------------------------------|

#  

**CompensationDiscussion and Analysis**

 

The Trust does not have aboard of directors, executive officers or any employees.  The compensation paid to the Trustees isgoverned by the Amendment to the Agreement of Trust dated October 25,1982, as amended (the “Amendment”).  TheAmendment does not provide for any stock awards, option awards, non-equityincentive plan compensation, change in pension value, nonqualified deferredcompensation 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.

 

5

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Pursuant to the Amendment, each Individual Trustee receives at least$20,000 in annual compensation for services as Trustee.  Each year, annual Trustee compensation isadjusted up or down (but not below $20,000) in accordance with changes from theNovember 1981 level of 295.5 (the “1981 Escalation Level”) in the AllCommodities Producer Price Index (with 1967 = 100 as a base).  The All Commodities Producer Price Index ispublished by the U.S. Department of Labor, Bureau of Labor Statistics.  The adjustment is made at the end of eachfiscal year and is calculated on the basis of the proportion between (a) thelevel of such index for the November preceding the end of such fiscalyear, 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 $36,340 in cash compensation for services to the Trust duringthe fiscal year ended January 31, 2008.

 

Under the Amendment, the CorporateTrustee receives annual compensation in an amount equal to the greater of (i) $20,000,or such other amount determined in accordance with the adjustments described inthe preceding paragraph, or (ii) one quarter of one percent (1/4 of 1%) ofthe trust moneys, exclusive of proceeds of sale of any part of the Trust Estate(as such terms are defined in the Agreement of Trust), received by the Trusteesand distributed to Unitholders.  TheCorporate Trustee received $36,340 in cash compensation pursuant to thisprovision for the fiscal year ended January 31, 2008.

 

Additionally, each year theCorporate Trustee receives $62,500 to cover clerical and administrativeservices to Mesabi Trust, other than services customarily performed by aregistrar or transfer agent for which the Corporate Trustee is paid additionalservice fees.  The Corporate Trusteereceived compensation of $12,694 for its services as registrar and transferagent for the year ended January 31, 2008. Under the Amendment, the Individual Trustees may, in extraordinarycircumstances, pay additional compensation to the Corporate Trustee.  The decision to pay such compensation must beunanimously approved by the Individual Trustees.

 

**Trustees’Compensation Report**

 

The Trustees have notdesignated a compensation committee.  TheTrustees, as a group, have reviewed and discussed the Compensation Discussionand Analysis (“CD&A”) and based on such review and discussion haverecommended that the CD&A be included in this Annual Report on Form 10-K.

 

MESABI TRUST

 

Deutsche BankTrust Company Americas

James A.Ehrenberg

David J. Hoffman

Richard G.Lareau

Norman F.Sprague III

 

6

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** **

**TrusteeCompensation**

 

**SummaryCompensation Table**

 

The table below summarizes the total compensation paid to each of theIndividual Trustees and the Corporate Trustee in the fiscal year ended January 31,2008.

 
| **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 |       | $                                                             | 98,840     |                   | N/A        |                    | N/A        |                                                                                       | N/A        |                                  | $          | 12,694         | (1)        | $ | 111,534 |   |
|                                                     |       |                                                          |       |                   |       |                    |       |                                                                                       |       |                                  |       |           |       |
| James A. Ehrenberg                                       |       | $                                                             | 36,340     |                   | N/A        |                    | N/A        |                                                                                       | N/A        |                                  | N/A        |           | $          | 36,340 |   |
|                                                     |       |                                                          |       |                   |       |                    |       |                                                                                       |       |                                  |       |           |       |
| David J. Hoffman                                         |       | $                                                             | 36,340     |                   | N/A        |                    | N/A        |                                                                                       | N/A        |                                  | N/A        |           | $          | 36,340 |   |
|                                                     |       |                                                          |       |                   |       |                    |       |                                                                                       |       |                                  |       |           |       |
| Richard G. Lareau                                        |       | $                                                             | 36,340     |                   | N/A        |                    | N/A        |                                                                                       | N/A        |                                  | N/A        |           | $          | 36,340 |   |
|                                                     |       |                                                          |       |                   |       |                    |       |                                                                                       |       |                                  |       |           |       |
| Norman F. Sprague III                                    |       | $                                                             | 36,340     |                   | N/A        |                    | N/A        |                                                                                       | N/A        |                                  | N/A        |           | $          | 36,340 |   |
|                                                          |            |                                                               |            |                        |            |                         |            |                                                                                            |            |                                       |            |                |            |  |  |  |

----

(1)                                  Representsfees and disbursements paid to Deutsche Bank Trust Company Americas for itsservices as registrar and transfer agent of the Units.

 

| **ITEM 12.** | **SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  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 4, 2008.  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, asamended, through April 4, 2008.

 
| **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                                                        | (1)        | 6.9                        | %          |
|                                                                                                                                                                                                                                                                                                        |       |                                                           |       |                       |       |
| James H. Simons and Renaissance Technologies LLC,  a Delaware limited liability company, 800 Third Avenue, New York, New York  10022                                                                                                                                                                        |       | 1,093,200                                                      | (2)        | 8.3                        | %          |

----

(1)                                  According to a Schedule 13G/A dated February 13,2007, filed by such persons, which indicates that such persons each have sharedvoting power and shared dispositive power with respect to such Units.  Tontine Capital Management, L.L.C. is thegeneral partner of Tontine Capital Partners, L.P., the direct owner of the861,600 Units reported.  Tontine OverseasAssociates, L.L.C., a limited liability company organized under the laws of thestate of Delaware, serves as investment manager to Tontine Capital Overseas MasterFund, L.P., a Cayman Islands partnership with respect to the 50,000 Units helddirectly by Tontine Overseas Associates, L.L.C.   Mr. Gendell is a reporting person withrespect to the Units directly owned by Tontine Capital Partners, L.P. andTontine Capital Overseas Master Fund, L.P.

 

(2)                                  Theamount of shares is based upon a Schedule 13G filed on February 13,2008, reporting beneficial ownership as of December 31, 2007. RenaissanceTechnologies LLC (“Renaissance”) and James H. Simons, control person ofRenaissance, reported that each has sole voting power over 1,091,300shares and sole dispositive power over 1,093,200 shares.

7

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The table below sets forthinformation as to the Units of Beneficial Interest in Mesabi Trust beneficiallyowned as of April 4, 2008 by the Trustees individually and as agroup.  Except as otherwise indicated andsubject to applicable community property laws, each owner has sole voting andinvestment powers with respect to the securities listed.

 
| **Name**                              | ** ** | **Amount of Beneficial  Ownership of Units** | ** ** | **Percent of  Class** | ** ** |
|---------------------------------------|------------|------------------------------------------------------------------|------------|----------------------------|------------|
| Deutsche Bank Trust  Company Americas |       | 0                                                                |       | 0                          |       |
|                                  |       |                                                             |       |                       |       |
| James A. Ehrenberg                    |       | 1,500                                                            |       | **                         |       |
|                                  |       |                                                             |       |                       |       |
| David J. Hoffman                      |       | 38,100                                                           | (1)        | **                         |       |
|                                  |       |                                                             |       |                       |       |
| Richard G. Lareau                     |       | 24,000                                                           | (2)        | **                         |       |
|                                  |       |                                                             |       |                       |       |
| Norman F. Sprague III                 |       | 12,700                                                           |       | **                         |       |
|                                  |       |                                                             |       |                       |       |
| All trustees as a group               |       | 76,300                                                           |       | **                         |       |

----

**                                  Lessthan 1%

 

(1)                                 Includes 15,100 Units owned by Mr. Hoffman’s wife, over which Mr. Hoffmandoes not have any investment or voting power and as to which Mr. Hoffmandisclaims any beneficial ownership.

 

(2)                                 Includes 10,000 Units owned by Mr. Lareau’s wife, over which Mr. Lareaudoes not have any investment or voting power and as to which Mr. Lareaudisclaims any beneficial ownership.

 

| **ITEM 13.** | **CERTAIN RELATIONSHIPS AND RELATED  TRANSACTIONS, AND DIRECTOR INDEPENDENCE****.** |
|--------------|-------------------------------------------------------------------------------------|

#  

Mr. Richard G. Lareau,who became a Trustee on March 7, 1990, is a senior partner in the law firmof Oppenheimer Wolff & Donnelly LLP, of Minneapolis, Minnesota.  That firm has been retained by Mesabi Trustsince 1961 to act with respect to matters of Minnesota law, and was retained in1991 by the Trustees other than Mr. Lareau to act as general counsel.  Oppenheimer Wolff & Donnelly LLPprovided legal services to Mesabi Trust during the fiscal year ended January 31, 2008.

 

**RelatedPerson Transaction Policy**

 

During the fiscal year ended January 31, 2008, the Trustees met on aquarterly basis and reviewed and approved or ratified all of the transactionsthat occurred during the prior fiscal quarter. In connection with their review of the Trust’s transactions, theTrustees consider whether there have been any related person transactions.  In determining whether to approve a relatedperson transaction, the Trustees consider the following factors, in addition toany other factors they deem necessary or appropriate:

 

·                  whether thetransaction is expressly permitted by the Trust indenture;

 

·                  whether theterms are fair to the Trust;

 

 

8

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·                  whether thetransaction is material to the Trust;

 

·                  the role of therelated person in arranging the related person transaction;

 

·                  the structure ofthe related person transaction; and

 

·                  the interests ofall related persons in the related person transaction.

 

The Trust maintains awritten related person transaction approval policy, which sets forth the Trust’spolicies and procedures for the review, approval or ratification of anytransaction required to be reported in Mesabi Trust’s filings with theSecurities and Exchange Commission.  Thepolicy applies to any financial transaction, arrangement or relationship or anyseries of similar transactions, arrangements or relationships in which MesabiTrust is a participant and in which a related person has a direct or indirectinterest.

 

Certain types oftransactions, which would otherwise require review, are pre-approved by theTrustees in accordance with the policy. These types of transactions include,for example, (i) transactions, which when aggregated with the amount ofall other transactions between the related person and the Trust, involve lessthan $100,000 in a fiscal year; (ii) transactions where the interest ofthe related person arises only by way of a directorship or minority stake inanother organization that is a party to the transaction; (iii) transactionswith a related person involving services as a bank depositary of funds,transfer agent, registrar, trustee under a trust indenture, or similarservices; and (iv) a transaction that is specifically contemplated byprovisions of the Trust’s indenture.

 

Based on their review of the Trust’s transactions during the fiscalyear ended January 31, 2008, the Trustees concluded that there were norelated person transactions required to be disclosed in this Annual Report on Form 10-K.

 

**Pass-ThroughRoyalty Trust Exemptions**

 

Because of its legalstructure and character as a pass-through royalty trust, the Trust is exemptfrom Rule 10A-3 of the Securities Exchange Act and the CorporateGovernance Standards set forth in Section 303A of the New York StockExchange’s Listed Company Manual.

 

| **ITEM 14.** | **PRINCIPAL ACCOUNTANT FEES AND SERVICES****.** |
|--------------|-------------------------------------------------|

#  

**(a)           Audit Fees**.

 

The aggregate fees paid forprofessional services rendered by Gordon, Hughes & Banks, LLP (“GHB”)for the audit of the Trust’s annual financial statements, the audit of theTrust’s internal control over financial reporting and review of the financialstatements included in the Trust’s quarterly reports on Form 10-Q forfiscal 2008 were approximately $44,000, which amount excludes fees incurred bythe Trust for professional services rendered by GHB after January 31, 2008and not yet billed to the Trust.

 

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 2007 were approximately$46,000.

 

 

9

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**(b)           Audit-RelatedFees**.

 

No fees were paid to GHB for assurance and related services that werenot reasonably related to the performance of the audit or review of the Trust’sfinancial statements for fiscal 2008 or fiscal 2007.

 

**(c)           Tax Fees**.

 

No fees were paid to GHB fortax compliance, tax advice and tax planning for Mesabi Trust for fiscal 2008 orfiscal 2007.

 

**(d)           All Other Fees**.

 

No other fees were paid toGHB for services provided to Mesabi Trust, other than those described in item(a), for fiscal 2008 or fiscal 2007.

 

Before the independent auditoris engaged to perform audit and review services for the Trust, the Trusteesapprove the engagements.

 

 

10

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** **

**PART IV**

 

| **ITEM 15.** | **EXHIBITS, FINANCIAL STATEMENT SCHEDULES****.** |
|--------------|--------------------------------------------------|

 

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

 

The following FinancialStatements are incorporated in this Report by reference from the following pages ofthe Annual Report:

 
| Report of  Independent Registered Public Accounting Firm                                                       | Page F-3         |
|----------------------------------------------------------------------------------------------------------------|-----------------------|
|                                                                                                           |                  |
| Balance  Sheets as of January 31, 2008 and 2007                                                           | Page F-4         |
|                                                                                                           |                  |
| Statements  of Income for the years ended January 31, 2008, 2007, and 2006                                | Page F-5         |
|                                                                                                           |                  |
| Statements  of Unallocated Reserve and Trust Corpus for the years ended January 31,  2008, 2007, and 2006 | Page F-6         |
|                                                                                                           |                  |
| Statements of Cash  Flows for the years ended January 31, 2008, 2007, and 2006                            | Page F-7         |
|                                                                                                           |                  |
| Notes to Financial  Statements                                                                                 | Pages F-8 - F-12 |

 

 

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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.          |
| 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.                                                 |

 

 

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| 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, 2008                                                                                                      |   | 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.                                                                                                                                          |

 

 

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** **

**SIGNATURES**

** **

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, asamended, the registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

 

| Dated: April 11, 2008 |   |             |
|----------------------------|--------|------------------|
|                       |   |             |
|                       |   | **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 |
|                       |   |             | Vice President |

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

 

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 11, 2008 |
|--------------------------------------|--------|--------|---------------------|
| James A. Ehrenberg                   |   |   |
| Individual Trustee                   |   |   |
|                                 |   |   |
| /s/ Rodney Gaughan                   |   |   | April 11, 2008 |
| Rodney Gaughan                       |   |   |
| Vice President                       |   |   |
| Deutsche Bank Trust Company Americas |   |   |
|                                 |   |   |
| /s/ David J. Hoffman                 |   |   | April 11, 2008 |
| David J. Hoffman                     |   |   |
| Individual Trustee                   |   |   |
|                                 |   |   |
| /s/ Richard G. Lareau                |   |   | April 11, 2008 |
| Richard G. Lareau                    |   |   |
| Individual Trustee                   |   |   |
|                                 |   |   |
| /s/ Norman F. Sprague III            |   |   | April 11, 2008 |
| Norman F. Sprague III                |   |   |
| Individual Trustee                   |   |   |

 

 

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