星空传媒

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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:

3235-0104

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

听 GALLAGHER DONALD J

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2003

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

(Last)

(First)

(Middle)

1100 SUPERIOR AVENUE

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior VP & CFO & Treasurer

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

颁尝贰痴贰尝础狈顿,听翱贬听44114

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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	1,371	D	听
Common Shares	9,271	I	By VNQDC⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

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

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options (right to buy)	01/12/2003⁽²⁾	01/12/2009	Common Shares	10,000	⁽²⁾	D	听
Retention Units	听 ⁽³⁾	听 ⁽³⁾	Common Shares	600	⁽⁴⁾	D	听
Retention Units	听 ⁽⁵⁾	听 ⁽⁵⁾	Common Shares	900	⁽⁴⁾	D	听
Retention Units	听 ⁽⁶⁾	听 ⁽⁶⁾	Common Shares	900	⁽⁴⁾	D	听

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GALLAGHER DONALD J 1100 SUPERIOR AVENUE 颁尝贰痴贰尝础狈顿,听翱贬听44114	听	听	听 Senior VP & CFO & Treasurer	听

Signatures

/s/ Donald J. Gallagher		08/04/2003
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Held for the benefit of the Reporting Person by the 星空传媒 Inc Voluntary Non-Qualified Deferred Compensation Plan (VNQDC).
(2)	On 1/12/99, options for 10,000 shares were granted to the reporting person under the 星空传媒 Inc 1992 Incentive Equity Plan (As amended and Restated as of May 13, 1997, as amended)("Plan"). One-third of such options are priced at $54.140625, one-third are priced at $64.96875, and one-third are priced at $75.796875.
(3)	Represents a grant of Retention Units to the Reporting Person under the 星空传媒 Inc Long-Term Incentive Program covering the period January 1, 2001 through December 31, 2003 (Incentive Period). Payment of the Retention Units will be made in cash after the completion of the Incentive Period based upon the employment by the Company of the Reporting Person and the market value of a Common Share of the Company on the last day of the Incentive Period.
(4)	Converted common stock on a 1-for-1 basis.
(5)	Represents a grant of Retention Units to the Reporting Person under the 星空传媒 Inc Long-Term Incentive Program covering the period January 1, 2002 through December 31, 2004 (Incentive Period). Payment of the Retention Units will be made in cash after the completion of the Incentive Period based upon the employment by the Company of the Reporting Person and the market value of a Common Share of the Company on the last day of the Incentive Period.
(6)	Represents a grant of Retention Units to the Reporting Person under the 星空传媒 Inc Long-Term Incentive Program covering the period January 1, 2003 through December 31, 2005 (Incentive Period). Payment of the Retention Units will be made in cash after the completion of the Incentive Period based upon the employment by the Company of the Reporting Person and the market value of a Common Share of the Company on the last day of the Incentive Period.

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.