星空传媒

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

听 2. Issuer Name and Ticker or Trading Symbol
CLEVELAND CLIFFS INC [CLF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
*See Remarks

(Last)

(First)

(Middle)

C/O INTERNATIONAL FUND SERVICES LIMITED,听THIRD FL, BISHOP'S SQUARE REDMOND'S HILL

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2008

(Street)

DUBLIN,听L2听00000

4. If Amendment, Date Original Filed(Month/Day/Year)
07/18/2008

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Equity Swap

⁽⁸⁾ ⁽¹⁵⁾

07/16/2008

听

1 ⁽⁸⁾ ⁽¹⁵⁾

听

听 ⁽⁸⁾⁽¹⁵⁾

Common Stock

500,000

⁽⁸⁾ ⁽¹⁵⁾

1 ⁽⁸⁾ ⁽¹⁵⁾

D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

听

Equity Swap

⁽⁹⁾ ⁽¹⁵⁾

07/16/2008

听

1 ⁽⁹⁾ ⁽¹⁵⁾

听

听 ⁽⁹⁾⁽¹⁵⁾

Common Stock

80,000

⁽⁹⁾ ⁽¹⁵⁾

1 ⁽⁹⁾ ⁽¹⁵⁾

D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

听

Equity Swap

⁽¹⁰⁾ ⁽¹⁵⁾

听

听 ⁽¹⁰⁾⁽¹⁵⁾

Common Stock

750,000

听

1 ⁽¹⁰⁾ ⁽¹⁵⁾

D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

听

Equity Swap

⁽¹¹⁾ ⁽¹⁵⁾

听

听 ⁽¹¹⁾⁽¹⁵⁾

Common Stock

125,000

听

1 ⁽¹¹⁾ ⁽¹⁵⁾

D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

听

Equity Swap

⁽¹²⁾ ⁽¹⁵⁾

听

听 ⁽¹²⁾⁽¹⁵⁾

Common Stock

500,000

听

1 ⁽¹²⁾ ⁽¹⁵⁾

D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

听

Equity Swap

⁽¹³⁾ ⁽¹⁵⁾

听

听 ⁽¹³⁾⁽¹⁵⁾

Common Stock

1,000

听

1 ⁽¹³⁾ ⁽¹⁵⁾

D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

听

Equity Swap

⁽¹³⁾ ⁽¹⁵⁾

听

听 ⁽¹³⁾⁽¹⁵⁾

Common Stock

110,000

听

1 ⁽¹³⁾ ⁽¹⁵⁾

D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

听

Equity Swap

⁽¹⁴⁾ ⁽¹⁵⁾

听

听 ⁽¹⁴⁾⁽¹⁵⁾

Common Stock

47,401

听

1 ⁽¹⁴⁾ ⁽¹⁵⁾

D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

听

Equity Swap

⁽¹⁴⁾ ⁽¹⁵⁾

听

听 ⁽¹⁴⁾⁽¹⁵⁾

Common Stock

141,333

听

1 ⁽¹⁴⁾ ⁽¹⁵⁾

D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

听

Equity Swap

⁽¹⁴⁾ ⁽¹⁵⁾

听

听 ⁽¹⁴⁾⁽¹⁵⁾

Common Stock

66,667

听

1 ⁽¹⁴⁾ ⁽¹⁵⁾

D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

听

Equity Swap

⁽¹⁴⁾ ⁽¹⁵⁾

听

听 ⁽¹⁴⁾⁽¹⁵⁾

Common Stock

117,361

听

1 ⁽¹⁴⁾ ⁽¹⁵⁾

D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

听

Equity Swap

⁽¹⁴⁾ ⁽¹⁵⁾

听

听 ⁽¹⁴⁾⁽¹⁵⁾

Common Stock

133,333

听

1 ⁽¹⁴⁾ ⁽¹⁵⁾

D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

听

Equity Swap

⁽¹⁶⁾ ⁽¹⁷⁾

听

听 ⁽¹⁶⁾⁽¹⁷⁾

Common Stock

23,700

听

1 ⁽¹⁶⁾ ⁽¹⁷⁾

Footnote ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Equity Swap

⁽¹⁶⁾ ⁽¹⁷⁾

听

听 ⁽¹⁶⁾⁽¹⁷⁾

Common Stock

70,667

听

1 ⁽¹⁶⁾ ⁽¹⁷⁾

Footnote ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Equity Swap

⁽¹⁶⁾ ⁽¹⁷⁾

听

听 ⁽¹⁶⁾⁽¹⁷⁾

Common Stock

33,333

听

1 ⁽¹⁶⁾ ⁽¹⁷⁾

Footnote ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Equity Swap

⁽¹⁶⁾ ⁽¹⁷⁾

听

听 ⁽¹⁶⁾⁽¹⁷⁾

Common Stock

58,680

听

1 ⁽¹⁶⁾ ⁽¹⁷⁾

Footnote ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Equity Swap

⁽¹⁶⁾ ⁽¹⁷⁾

听

听 ⁽¹⁶⁾⁽¹⁷⁾

Common Stock

66,667

听

1 ⁽¹⁶⁾ ⁽¹⁷⁾

Footnote ⁽¹⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	听Director	听10% Owner	听Officer	听Other
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. C/O INTERNATIONAL FUND SERVICES LIMITED THIRD FL, BISHOP'S SQUARE REDMOND'S HILL DUBLIN,听L2听00000	听	听 X	听	*See Remarks
HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM,听AL听35203	听	听 X	听	*See Remarks
HMC INVESTORS, L.L.C. 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM,听AL听35203	听	听 X	听	*See Remarks
FALCONE PHILIP 555 MADISON AVE 16TH FLOOR NEW YORK,听NY听10022	听	听 X	听	* See Remarks
HARBERT RAYMOND J 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM,听AL听35203	听	听 X	听	* See Remarks
LUCE MICHAEL D 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM,听AL听35203	听	听 X	听	* See Remarks

Signatures

听Harbinger Capital Partners Master Fund I, Ltd.(+)(++), By: Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr.		听 07/22/2008
^**Signature of Reporting Person		Date
听Harbinger Capital Partners Offshore Manager, L.L.C.(+)(++), By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr.		听 07/22/2008
^**Signature of Reporting Person		Date
听HMC Investors, L.L.C.(+)(++), By: /s/ William R. Lucas, Jr.		听 07/22/2008
^**Signature of Reporting Person		Date
听/s/ Philip Falcone(+)(++)		听 07/22/2008
^**Signature of Reporting Person		Date
听/s/ Raymond J. Harbert(+)(++)		听 07/22/2008
^**Signature of Reporting Person		Date
听/s/ Michael D. Luce(+)(++)		听 07/22/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE "FUNDS"). ALL OTHER ENTITIES AND PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS.
(2)	These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), which is a Reporting Person.
(3)	These securities may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Management"), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Philip Falcone, a member of HMC Investors and the portfolio manager of the Master Fund, Raymond J. Harbert, a member of HMC Investors, and Michael D. Luce, a member of HMC Investors.
(4)	Each Reporting Person listed in Footnotes 2 and 3 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(5)	These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund").
(6)	These securities may be deemed to be indirectly beneficially owned by the following entities or persons: Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), HMC-New York, Inc. ("HMCNY"), Harbert Management Corporation ("HMC"), Philip Falcone, Raymond J. Harbert and Michael Luce. HCPSS is the general partner of the Special Situations Fund. HMCNY is the managing member of HCPSS. HMC wholly owns HMCNY. Philip Falcone is the portfolio manager of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC.
(7)	Each entity or person listed in Footnotes 5 and 6 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such entity or person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(8)	On July 16, 2008, the Master Fund entered into an equity swap transaction with Deutsche Bank ("DB") effective on July 16, 2008, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 500,000 notional shares above or below an initial reference price of US$102.4748 per share upon close-out of any transaction.
(9)	On July 16, 2008, the Master Fund entered into an equity swap transaction with Monecor (London) Limited (t/a TradIndex) ("TradIndex") effective on July 16, 2008, under which TradIndex agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 80,000 notional shares above or below an initial reference price of US$100.236 per share upon close-out of any transaction.
(10)	On July 15, 2008, the Master Fund entered into an equity swap transaction with Deutsche Bank ("DB") effective on July 15, 2008, under which DB agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay DB an amount equal to any decrease, in the official market price of 750,000 notional shares above or below an initial reference price of US$111.6489 per share upon close-out of any transaction.
(11)	On July 11, 2008, the Master Fund entered into an equity swap transaction with Monecor (London) Limited (t/a TradIndex) ("TradIndex") effective on July 11, 2008, under which TradIndex agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 125,000 notional shares above or below an initial reference price of US$109.2794 per share upon close-out of any transaction.
(12)	On July 8, 2008, the Master Fund entered into an equity swap transaction with Monecor (London) Limited (t/a TradIndex) ("TradIndex") effective on July 8, 2008, under which TradIndex agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 500,000 notional shares above or below an initial reference price of US$91.0922 per share upon close-out of any transaction.
(13)	On July 9, 2008, the Master Fund entered into two equity swap transactions with Monecor (London) Limited (t/a TradIndex) ("TradIndex") both effective on July 9, 2008, under which TradIndex agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 1,000 and 110,000 notional shares above or below an initial reference price of US$106.9531 per share upon close-out of any transaction.
(14)	On December 5, 2007, the Master Fund entered into five equity swap transactions with Monecor (London) Limited (t/a TradIndex) ("TradIndex") effective on December 5, 2007, December 6, 2007, December 7, 2007, December 10, 2007 and January 16, 2008, respectively, under which TradIndex agreed to pay the Master Fund an amount equal to any increase, and the Master Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 47,401, 141,333, 66,667, 117,361 and 133,333 notional shares, respectively, above or below an initial reference price of US$92.07630, US$95.20640, US$97.19320, US$98.24030 and US$87.40520, respectively, per share upon close-out of any transaction. The amount of shares beneficially owned and their respective reference prices indicated herein do not reflect a 2-for-1 stock split announced by the Issuer.
(15)	The equity swap transactions do not contemplate interim payments of appreciation or depreciation of the shares, and the Master Fund is not entitled to any dividends on the shares or equivalent thereof. All balances will be cash settled, and neither party shall acquire any ownership interest, voting or similar rights, or dispositive power over any Share under the equity swap transactions. Each equity swap transaction may be closed out by the Master Fund at any time.
(16)	On December 5, 2007, the Special Situations Fund entered into five equity swap transactions with Monecor (London) Limited (t/a TradIndex) ("TradIndex") effective on December 5, 2007, December 6, 2007, December 7, 2007, December 10, 2007 and January 16, 2008, respectively, under which TradIndex agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay TradIndex an amount equal to any decrease, in the official market price of 23,700, 70,667, 33,333, 58,680 and 66,667 notional shares, respectively, above or below an initial reference price of US$92.07630, US$95.20640, US$97.19320, US$98.24030 and US$87.40520, respectively, per share upon close-out of any transaction. The amount of shares beneficially owned and their respective reference prices indicated herein do not reflect a 2-for-1 stock split announced by the Issuer.
(17)	The equity swap transactions do not contemplate interim payments of appreciation or depreciation of the shares, and the Special Situations Fund is not entitled to any dividends on the shares or equivalent thereof. All balances will be cash settled, and neither party shall acquire any ownership interest, voting or similar rights, or dispositive power over any Share under the equity swap transactions. Each equity swap transaction may be closed out by the Special Situations Fund at any time.
听 Remarks: (+)听The听Reporting听Persons听may听be听deemed听to听be听members听of听a听"group"听for听purposes听of听the听Securities听Exchange听Act听of听1934,听as 听amended.听听Each听Reporting听Person听disclaims听beneficial听ownership听of听any听securities听deemed听to听be听owned听by听the听group听that听are 听not听directly听owned听by听the听Reporting听Person.听听This听report听shall听not听be听deemed听an听admission听that听such听Reporting听Person听is听a 听member听of听a听group听or听the听beneficial听owner听of听any听securities听not听directly听owned听by听such听Reporting听Person. (++)听听This听Form听听4/A听dated听July听22,听2008听amends听and听restates听in听its听entirety听the听Form听4听filed听by听the听Reporting听Persons听on 听July听听18,听2008.听This听Form听4/A听is听being听filed听to听correct听the听number听of听notional听shares听reported听as听part听of听the听equity听swap 听transaction听听between听the听Master听Fund听and听TradIndex听on听July听16,听2008.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.