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
CLIFFS NATURAL RESOURCES 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)
Chairman, Pres. & CEO
(Last)
(First)
(Middle)
200 PUBLIC SQUARE,听SUITE 3300		 3. Date of Earliest Transaction (Month/Day/Year)
03/02/2010
(Street)

CLEVELAND,听OH听44114-2315		 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 03/02/2010 听 A(1) 听 4,246 A $ 58.65 6,401 I VNQDC (2)
Common Stock 03/03/2010 听 A(3) 听 94,350 A $ 53.6 239,486 D 听
Common Stock 03/03/2010 听 F(4) 听 38,670 D $ 53.6 200,816 D 听

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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 2007-2009 (5) 03/03/2010 听 D 听 听 11,100 听 (6) 听 (6) Common Shares 11,100 $ 46.09 0 D 听

Reporting Owners

Reporting Owner Name / Address Relationships
听Director 听10% Owner 听Officer 听Other
Carrabba Joseph A
200 PUBLIC SQUARE
SUITE 3300
CLEVELAND,听OH听44114-2315		 听 X 听 听 Chairman, Pres. & CEO 听

Signatures

听Traci L. Forrester by Power of Attorney 听 03/04/2010
**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) The amount represents an exchange of all or a portion of the Reporting Person's cash bonus for 3,397 shares of Cliffs Natural Resources Inc. (Company) Common Shares on a deferred basis (Exchange Shares) under the Company's 2005 Voluntary Nonqualified Deferred Compensation Plan (VNQDC). An additional 849 deferred shares (Match Shares) were credited to the account of the Reporting Person in the VNQDC equal to 25 percent of the market value of the Exchanged Shares on the deferral date of the bonus payment.
(2) Held for the benefit of the Reporting Person by the VNQDC.
(3) Reflects a payout in Common Stock of Performance Shares earned under the 2007 星空传媒 Inc. Incentive Equity Plan (as Amended December 31, 2008) (Equity Plan) for the 2007-2009 Performance Period.
(4) Surrender of Performance Shares represented in payment of the related tax liability incurred by the reporting person.
(5) Convertible into Common Shares on a 1-for-1 basis.
(6) Represents a payout of retention units to the Reporting Person under the 2007 Equity Plan covering the period of January 1, 2007 to December 31, 2009 (Retention Period). Retention units are 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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