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 *
CALFEE WILLIAM R
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)
Exec. V.P. Comm. N.Amer. Iron
(Last)
(First)
(Middle)
1100 SUPERIOR AVENUE,Ìý15TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2008
(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 02/26/2008 Ìý A(1) Ìý 9,388 A $ 119.76 39,839 D Ìý
Common Stock 02/26/2008 Ìý F(2) Ìý 3,480 D $ 119.76 36,359 D Ìý
Common Stock Ìý Ìý Ìý Ìý Ìý Ìý Ìý 19,900 I By VNQDC (3)

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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 2005-2007 (4) 02/26/2008 Ìý D Ìý Ìý 1,230 (5) Ìý (6) Ìý (6) Common Shares 1,230 $ 100.8 0 D Ìý

Reporting Owners

Reporting Owner Name / Address Relationships
ÌýDirector Ìý10% Owner ÌýOfficer ÌýOther
CALFEE WILLIAM R
1100 SUPERIOR AVENUE
15TH FLOOR
CLEVELAND,ÌýOHÌý44114
Ìý Ìý Ìý Exec. V.P. Comm. N.Amer. Iron Ìý

Signatures

ÌýWilliam R. Calfee Ìý 02/26/2008
**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) Reflects a payout in Common Stock of Performance Shares earned under the ÐÇ¿Õ´«Ã½ Inc 1992 Equity Plan (as Amended and Restated as of May 13, 1997) as amended ("1992 Equity Plan"), for the 2005-2007 Performance Period.
(2) Surrender of shares in payment of tax liability incurred on December 31, 2007, the date of restricted stock vesting to the Reporting Person.
(3) Held for the benefit of the Reporting Person by the ÐÇ¿Õ´«Ã½ Inc Voluntary Non-Qualified Deferred Compensation Plan (VNQDC).
(4) Each Retention Unit represents the value of one Common Share of the Company.
(5) Total ownership of retention units reflects the 2-for-1 stock split on June 30, 2006, which resulted in the reporting person's receiving 615 additional retention units.
(6) Retention Units granted to Reporting Person under the ÐÇ¿Õ´«Ã½ Inc Long-Term Incentive Program covering the period of January 1, 2005 to December 31, 2007 (Retention Period). Retention units were paid out to the Reporting Person in cash based on the market value price of the Common Shares of the Issuer on the last day of the Retention Period.

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