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

Periods of Three and Nine Months ended September 30, 2008 and September 30, 2007

The Trust owns interest in 12,033 acres on the Mesabi Iron Range Formation in northeastern Minnesota, most of which are under lease to major iron ore producing companies. Due to the Trustees' election pursuant to Section 646 of the Tax Reform Act of 1986, as amended, commencing with year 1989 the Trust is not subject to federal and Minnesota corporate income taxes. The Trust is now a grantor trust. Shares of beneficial interest in the Trust are traded on the New York Stock Exchange under the ticker symbol "GNI" (CUSIP No. 391064102).

The terms of the Great Northern Iron Ore Properties Trust Agreement, created December 7, 1906, state that the Trust shall continue for twenty years after the death of the last survivor of eighteen persons named in the Trust Agreement. The last survivor of these eighteen persons died on April 6, 1995. Accordingly, the Trust terminates twenty years from April 6, 1995, that being April 6, 2015.

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

We have previously provided information in our various Securities and Exchange Commission filings, including our Annual Report, about the final distribution payable to the certificate holders upon the Trust's termination. The exact final distribution, though not determinable at this time, will generally consist of the sum of the Trust's net monies (essentially, total assets less liabilities and properties) and the balance in the Principal Charges account, less any and all expenses and obligations of the Trust upon termination. To offer a hypothetical example, without factoring in any expenses and obligations of the Trust upon its termination, and using the financial statement values as of December 31, 2007, the net monies were approximately $8,134,000 and the Principal Charges account balance was approximately $5,037,000, resulting in a final distribution payable of approximately $13,171,000, or about $8.78 per share. After payment of this final distribution, the certificates of beneficial interest (shares) would be cancelled and have no further value. It is important to note, however, that the actual net monies on hand and the Principal Charges account balance will most likely fluctuate during the ensuing years and will not be "final" until after the termination and wind-down of the Trust. The Trust offers this example to further inform investors about the conceptual nature of the final distribution and does not imply or guarantee a specific known final distribution amount.

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Results of Operations:

Royalties decreased $645,485 during the nine months ended September 30, 2008, as compared to the same period in 2007, due mainly to greater absorption of minimum royalties and reduced mining on Trust lands, offset in part by higher royalty rates caused by escalation of producer price indices. Royalties increased $1,853,300 during the three months ended September 30, 2008, as compared to the same period in 2007, due mainly to higher royalty rates caused by escalation of producer price indices.

Interest and other income decreased $101,979 and $58,496 during the nine months and three months ended September 30, 2008, respectively, as compared to the same periods in 2007, due mainly to lower yields on a reduced portfolio of investments.

Costs and expenses increased $274,238 and $320,839 during the nine months and three months ended September 30, 2008, respectively, as compared to the same periods in 2007, due mainly to the Trust's implementation of mineral land amortization (see Note E), increased Court-approved Trustee fees and the related Court hearing legal expenditures associated therewith, offset in part by reduced net periodic pension cost pertaining to the Trust's pension plan.

At their meeting held on September 19, 2008, the Trustees declared a distribution of $3.10 per share, amounting to $4,650,000 payable October 31, 2008, to certificate holders of record at the close of business on September 30, 2008. The Trustees have now declared three quarterly distributions in 2008. The first, in the amount of $2.00 per share, was paid on April 30, 2008 to certificate holders of record on March 31, 2008; the second, in the amount of $2.10 per share, was paid on July 31, 2008 to certificate holders of record on June 30, 2008; and the third, that being the current distribution. The first, second and third quarter 2007 distributions were $2.00, $2.30 and $2.80 per share, respectively. The Trustees intend to continue quarterly distributions and set the record date as of the last business day of each quarter. The next distribution will be paid in late January 2009 to certificate holders of record on December 31, 2008.

A mining agreement dated January 1, 1959, with United States Steel Corporation provides that one-half of annual earned royalty income, after satisfaction of minimum royalty payments, shall be applied to reimburse the lessee for a portion of its cost of acquisition of surface lands overlying the leased mineral deposits, which surface lands are then conveyed to the Trustees. There are surface lands yet to be purchased, the costs of which are yet unknown and will not be known until the actual purchases are made.

Liquidity:

In the interest of preservation of principal of Court-approved reserves and guided by the restrictive provisions of Section 646 of the Tax Reform Act of 1986, as amended, monies are invested primarily in U.S. Treasury securities with maturity dates not to exceed three years and, along with cash flows from operations, are deemed adequate to meet currently foreseeable liquidity needs.