ÐÇ¿Õ´«Ã½

Exhibit 4(a)

INCORPORATED UNDER THE                                        LAWS OF THE STATE OF OHIO

CLEVELAND-CLIFFS INC

CERTIFICATE NUMBER                               REFERENCE                              DATE                               SHARES

THIS CERTIFIES THAT

IS THE OWNER OF

                                  FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF THE PAR VALUE OF 0.50 DOLLAR EACH OF ÐÇ¿Õ´«Ã½ Inc, transferable on the books of the Company by the registered holder in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Articles of Incorporation of the Company filed in the office of the Secretary of State of Ohio (copies of which are on file with the Company and with the Transfer Agent) to which the holder by acceptance hereof assents. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

[SHARE CERTIFICATE]

                         Witness the seal of the Company and the signatures of its duly authorized officers.

[CLEVELAND-CLIFFS INC OHIO CORPORATE SEAL]
AMERICAN BANK NOTE COMPANY

EquiServe Trust Company, N.A.
TRANSFER AGENT
AND REGISTRAR,
BY /s/ Stephen Cesso
AUTHORIZED SIGNATURE

     The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM          - as tenants in common

TEN ENT          - as tenants by the entireties

JT TEN- as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

CLEVELAND-CLIFFS INC

     A COPY OF THE EXPRESS TERMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE AND OF ALL OTHER CLASSES AND SERIES OF SHARES WHICH CLEVELAND-CLIFFS INC IS AUTHORIZED TO ISSUE WILL BE MAILED TO ANY SHAREHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT FROM SUCH SHAREHOLDER OF A WRITTEN REQUEST THEREFOR. SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF CLEVELAND-CLIFFS INC, 18TH FLOOR, DIAMOND BUILDING, 1100 SUPERIOR AVENUE, CLEVELAND, OHIO 44114-2589.

For value received,            hereby sell, assign and transfer unto

     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

Dated,                     

X                                  

This Certificate also evidences and entitles the holder hereof to certain Rights as described in a Rights Agreement between ÐÇ¿Õ´«Ã½ Inc and EquiServe Trust Company, N.A. (successor in interest to First Chicago Trust Company of New York), dated as of September 19, 1997, as amended (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of ÐÇ¿Õ´«Ã½ Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, the Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this Certificate. ÐÇ¿Õ´«Ã½ Inc will mail to the holder of this Certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate thereof (as those terms are defined in the Rights Agreement) and any subsequent holder of such Rights may become null and void.