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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Carrabba Joseph A
 听 2. Issuer Name and Ticker or Trading Symbol
CLEVELAND CLIFFS INC [CLF] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
1100 SUPERIOR AVENUE,听15TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
09/01/2006
(Street)

CLEVELAND,听OH听44114		 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

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 2006-2008 (1) 09/01/2006 听 A 听 2,490 (2) 听 听 (3) 听 (3) Common Shares 2,490 $ 0 4,980 (4) D 听
Retention Units 2005-2007 (1) 听 听 听 听 听 听 听 (5) 听 (5) Common Shares 1,140 听 1,140 (6) D 听

Reporting Owners

Reporting Owner Name / Address Relationships
听Director 听10% Owner 听Officer 听Other
Carrabba Joseph A
1100 SUPERIOR AVENUE
15TH FLOOR
CLEVELAND,听OH听44114		 听 X 听 听 Chief Executive Officer 听

Signatures

听George W. Hawk, Jr. by Power of Attorney 听 09/01/2006
**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) Convertible into Common Shares on a 1-for-1 basis.
(2) Represents a grant of additional Retention Units to the Reporting Person effective upon becoming Chief Executive Officer on September 1, 2006.
(3) The retention units are issued under the 星空传媒 Inc ("Company") Long-Term Incentive Program ("LTI Program") covering the performance period January 1, 2006 through December 31, 2008 (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.
(4) Total of retention units reflect the 2-for-1 stock split on June 30, 2006, which resulted in the reporting person's receiving 1,245 additional retention units.
(5) Retention units granted to Reporting Person under the Company's LTI Program covering the period of January 1, 2005 to December 31, 2007 (Retention Period). Retention units will be paid out to the Reporting Person in cash 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.
(6) Total of retention units reflect the 2-for-1 stock split on June 30, 2006, which resulted in the Reporting Person's receiving 570 additional retention units.

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