Item 5.02 Departure of Directors or Principal Officers.

(b) On October 28, 2009, David J. Hoffman, an individual Trustee of Mesabi Trust since 1976, advised the Mesabi Trustees that he is resigning from his position as Trustee. Mr. Hoffman's resignation will be effective as of the date his successor is appointed by a majority in interest of the Trust Certificate holders at a special meeting called for such purpose. Mr. Hoffman informed the Trustees that he was resigning due to general health concerns. A copy of Mr. Hoffman's letter of resignation is attached to this Form 8-K as Exhibit 17.1.

Item 8.01 Other Events.

On October 28, 2009, Mesabi Trust issued a press release announcing that the Trustees have nominated Mr. Robert C. Berglund to stand for appointment to succeed Mr. Hoffman. A copy of the press release is attached to this Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

17.1 Resignation Letter of David J. Hoffman

99.1 Press Release dated October 28, 2009.

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