ÐÇ¿Õ´«Ã½

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GALLAGHER DONALD J
Ìý 2. Issuer Name and Ticker or Trading Symbol
CLEVELAND CLIFFS INC [CLF]
5. 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
(Last)
(First)
(Middle)
1100 SUPERIOR AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2004
(Street)

CLEVELAND,ÌýOHÌý44114
4. If Amendment, Date Original Filed(Month/Day/Year)
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 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
Common Stock 03/11/2004 Ìý A(1) Ìý 1,438 A $ 0 10,709 I By VNQDC (2)
Common Stock Ìý Ìý Ìý Ìý Ìý Ìý Ìý 1,371 D Ìý

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Retention Units (3) 03/11/2004 Ìý D Ìý Ìý 600 Ìý (4) Ìý (4) Common Shares 600 $ 50.95 0 D Ìý
Retention Units (3) 03/11/2004 Ìý A Ìý 690 Ìý Ìý (5) Ìý (5) Common Shares 690 $ 0 690 D Ìý

Reporting Owners

Reporting Owner Name / Address Relationships
ÌýDirector Ìý10% Owner ÌýOfficer ÌýOther
GALLAGHER DONALD J
1100 SUPERIOR AVENUE
CLEVELAND,ÌýOHÌý44114
Ìý Ìý Ìý Senior VP & CFO & Treasurer Ìý

Signatures

Ìý/s/ Donald J. Gallagher Ìý 03/15/2004
**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) Reflects payout in Common Stock of Performance Shares earned under the ÐÇ¿Õ´«Ã½ Inc 1992 Incentive Equity Plan for the 2001-2003 Performance Period and deferred under the ÐÇ¿Õ´«Ã½ Inc Voluntary Non-Qualified Deferred Compensation Plan.
(2) Held for the benefit of the Reporting Person by the ÐÇ¿Õ´«Ã½ Inc Voluntary Non-Qualified Deferred Compensation Plan (VNQDC).
(3) Converted common stock on a 1-for-1 basis.
(4) Retention Units granted to Reporting Person under the ÐÇ¿Õ´«Ã½ Inc Long-Term Incentive Program covering the period of January 1, 2001 to December 31, 2003 (Retention Period) were paid-out to Reporting Person in cash on March 11, 2004, based on the market value prices of the Common Shares of the Issuer on the last day of the Retention Period.
(5) Represents a grant of Retention Units to the Reporting Person under the Cleveland Cliffs Inc Long-Term Incentive Program (LTI Program) covering the period January 1, 2004 through December 31, 2006 ("Retention Period"). Payment of the Retention Units will be made in cash after the completion of the Retention 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 Retention Period.

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