January 24, 2006


Mr. Donald J. Gallagher
Chief Financial Officer
Cleveland-Cliffs Inc.
1100 Superior Avenue
Cleveland, Ohio  44114-2589




	Re:	Cleveland-Cliffs Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
Filed February 22, 2005
      Response Letter Dated January 10, 2006
      File No. 1-08944




Dear Mr. Gallagher:

      We have reviewed your response letter and have the following
comments.  We have limited our review of your filing to those
issues
we have addressed in our comments.  Please provide a written
response
to our comments.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments

Form 10-K for the Fiscal Year Ended December 31, 2004

Financial Statements

Statement of Consolidated Cash Flows, page 59

1. We have considered your response to our prior comment in our
letter of January 3, 2006, where you indicate liquidity risk
inherent
in your auction rate securities.  You have indicated your trading
securities are auction rate securities recorded at cost which
approximates fair value.  The concept of trading securities
reflects
active and frequent buying and selling generally used with the
objective of generating profits on short-term price differences.
In light of the above, it appears to us that these securities are
more appropriately classified as available-for-sale.  Please
revise
your accounting accordingly, or provide additional facts regarding
the securities you hold to support your classification.

2. You have indicated the auction rate securities have long-term
maturity dates and are subject to a Dutch auction which has a
slight
risk of the inability to liquidate your position.  Tell us the
facts
and circumstances you considered in concluding the Dutch auction
process provides sufficient liquidity to allow you to conclude
these
securities are properly classified as current assets, including
the
accounting literature on which you rely.

Closing Comments

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	 You may contact Gary Newberry at (202) 551-3761, or Sandra
Eisen at (202) 551-3864, if you have questions regarding comments
on
the financial statements and related matters.  Please contact me
at
(202) 551- 3684 with any other questions.

								Sincerely,



								April Sifford
								Branch Chief
??

??

??

??

Mr. Donald J. Gallagher
Cleveland-Cliffs Inc.
January 24, 2006
page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010