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

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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

听 Hawk George W Jr

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2007

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

(Last)

(First)

(Middle)

1100 SUPERIOR AVENUE,听SUITE 1500

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
General Counsel & Secretary

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 Stock	1,150 ⁽¹⁾	D	听

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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)
Retention Units 2005-2007	听 ⁽²⁾	听 ⁽²⁾	Common Shares	540 ⁽³⁾	$ ⁽⁴⁾	D	听
Retention Units 2006-2008	听 ⁽²⁾	听 ⁽²⁾	Common Shares	510 ⁽⁵⁾	$ ⁽⁴⁾	D	听
Retention Units 2007-2009	听 ⁽²⁾	听 ⁽²⁾	Common Shares	975 ⁽⁶⁾	$ ⁽⁴⁾	D	听

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hawk George W Jr 1100 SUPERIOR AVENUE SUITE 1500 颁尝贰痴贰尝础狈顿,听翱贬听44114	听	听	听 General Counsel & Secretary	听

Signatures

George W. Hawk, Jr.		06/02/2008
^**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)	The Reporting Person acquired 1,050 shares as Performance Share payouts from the Long Term Incentive Program ("LTI Program") issued out of the Company's 1992 Incentive Equity Plan (as Amended and Restated as of May 13, 1997), a shareholder approved plan.
(2)	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.
(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, 2005 through December 31, 2007 (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)	Each Retention Unit represents the value of one Common Share of the Company.
(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, 2006 through December 31, 2008 (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, 2007 through December 31, 2009 (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.

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