concurring in part and dissenting in part.
The Court today holds that petitioners’ breach of trust claims are barred by the Eleventh Amendment. I cannot agree. Petitioners claim that Mississippi breached legal obligations placed on it by federal law. I agree with Justice Brennan that the Eleventh Amendment was never intended to bar such suits. Ante, at 292-293 (Brennan, J., concurring in part, concurring in judgment in part, and dissenting in part). But even if the Eleventh Amendment normally would *294bar suits against a State by its citizens, I believe that, when a State willingly accepts a substantial benefit from the Federal Government, it waives its immunity under the Eleventh Amendment and consents to suit by the intended beneficiaries of that federal assistance. See, e. g., Green v. Mansour, 474 U. S. 64, 81 (1985) (Blackmun, J., dissenting); Atascadero State Hospital v. Scanlon, 473 U. S. 234, 304 (1985) (Blackmun, J., dissenting); Edelman v. Jordan, 415 U. S. 651, 688-696 (1974) (Marshall, J., dissenting).
The very Enabling Act that gave Mississippi the benefits of statehood, including the protections afforded by the Eleventh Amendment, expressly incorporated the Northwest Ordinance of 1789, which required the reservation of Sixteenth-Section lands for the benefit of public education. See Act of Mar. 1, 1817, 3 Stat. 348, 349. And the Act giving Mississippi the Chickasaw Cession Lieu Lands expressly provided that those lands be held “upon the same terms and conditions, in all respects, as the said State now holds the lands heretofore reserved for the use of schools in said State.” Act of July 4, 1836, § 2, 5 Stat. 116.
Neither the District Court nor the Court of Appeals addressed the nature of the conditions the Federal Government placed upon Mississippi’s use of the Lieu Lands. But, as the Court notes in discussing petitioners’ equal protection claims, the Federal Government may have intended to bind Mississippi to use the lands solely to benefit the schoolchildren of the particular township to which the school lands were originally attached. Ante, at 287-289, and n. 16. Moreover, Mississippi apparently has concluded, as a matter of state law, that school lands “constitute property held in trust for the benefit of the public schools and must be treated as such.” Miss. Code Ann. §29-3-1(1) (Supp. 1985). Thus, a fuller consideration of the actual terms on which the Federal Government conveyed the Lieu Lands to Mississippi might reveal that the State waived its immunity from suit.
*295Absent an Eleventh Amendment bar, the complaint should survive a motion to dismiss. Petitioners have made several allegations which, read fairly, suggest that Mississippi did not use the Lieu Lands solely for the benefit of Chickasaw Cession schoolchildren. They claim that the State leased the Lieu Lands for a minimal sum, converted the leaseholds into outright ownership without the payment of additional consideration, invested the entire proceeds generated by disposition of the Lieu Lands in railroad stock, and then decided to pay only 6% interest on the hypothetical fund created to replace the lost Lieu Lands proceeds. I believe these assertions, which must be taken as true at this stage in the proceedings, sufficiently articulate a claim that the state legislature acted to aid the interests of land speculators, railroads, and the economic development of the entire State at the expense of the Chickasaw Cession children, in violation of its trust obligation.
If the Federal Government intended to impress a trust upon the Lieu Lands with the State as trustee and the Chickasaw Cession schoolchildren as the beneficiaries, those children should have a right of action against the State for breach of its'fiduciary duty. As the Court recognizes, damages are the proper remedy for a breach of fiduciary duty when the corpus of a trust has been entirely lost. See ante, at 280-281. Thus, for the reasons expressed by Justice Marshall in Edelman v. Jordan, 415 U. S., at 691-692, I believe that petitioners would be entitled to damages if they proved at trial the breach of trust they have alleged. I therefore would reverse the Court of Appeals’ dismissal of petitioners’ trust-based claims and remand this issue for fuller consideration.