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 *
IRELAND JAMES D III
 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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1801 EAST 9TH STREET,听SUITE 1700		 3. Date of Earliest Transaction (Month/Day/Year)
05/13/2008
(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
Common Stock 05/13/2008 听 A(1) 听 402 A $ 186.79 11,547 D 听
Common Stock 听 听 听 听 听 听 听 23,094 (2) D 听
Common Stock 听 听 听 听 听 听 听 349,592 (3) I Co-Trustee

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
Stock Units (4) 听 听 听 听 听 听 听 (5) 听 (5) Common Shares 22,906.5011 听 22,906.502 (6) D 听

Reporting Owners

Reporting Owner Name / Address Relationships
听Director 听10% Owner 听Officer 听Other
IRELAND JAMES D III
1801 EAST 9TH STREET
SUITE 1700
CLEVELAND,听OH听44114		 听 X 听 听 听

Signatures

听Traci L. Forrester by Power of Attorney 听 05/15/2008
**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 the number of restricted shares granted to the Reporting Person as an Annual Equity Grant pursuant to the Nonemployee Directors' Compensation Plan.
(2) Total ownership amount reflects the Company's 2-for-1 stock split on May 15, 2008, which resulted in the reporting person's receiving 11,547 additional shares.
(3) Total ownership reflects the Company's 2-for-1 stock split on May 15, 2008, which resulted in the reporting person's receiving 174,796 additional shares. The shares represented are held in five trusts for the benefit of siblings and the Reporting Person who is a co-trustee of the trusts. The Reporting Person disclaims beneficial ownership of 255,894 of these shares. The Reporting Person has an interest in the income or corpus with respect to 93,698 shares.
(4) Convertible into Common Shares on a 1-for-1 basis.
(5) Stock Units reflect Common Shares underlying deferred compensation credited to the account of the Reporting Person under the Nonemployee Directors' Compensation Plan. Each Stock Unit is generally distributable following termination of service as a Director.
(6) The total includes dividend reinvestment pursuant to the Plan. The number of deferred dividend reinvestment equivalent shares earned in the Plan is calculated using the closing market price at the end of each quarter for shares held in the Plan. The reporting person was credited with an aggregate amount of 47.0756 dividend reinvestment shares for the 3rd and 4th quarters of 2007 and the first quarter of 2008. The total ownership amount also reflects the 2-for-1 stock split on May 15, 2008, which resulted in the reporting person's receiving 11,453.251 additional shares.

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