8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                             ----------------------


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (date of earliest event reported): January 21, 2004

                                 Commission File
                                 Number: 1-8944




                              CLEVELAND-CLIFFS INC
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               (Exact Name of Registrant as Specified in Charter)



                       Ohio                               34-1464672
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          (State or Other Jurisdiction                 (IRS Employer
                 of Incorporation)                   Identification No.)


   1100 Superior Avenue, Cleveland, Ohio                           44114-2589
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 (Address of Principal Executive Offices)                          (Zip Code)

       Registrant's telephone number, including area code: (216) 694-5700
                                                           --------------



          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)






ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)  Exhibits

Exhibit            Exhibit
Number             Document
- -------            --------
99(a)              Cleveland-Cliffs Inc published a News Release on January 21,
                   2004, "Cleveland-Cliffs Inc Announces Closing of Private
                   Offering of Convertible Preferred Stock."




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                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                                CLEVELAND-CLIFFS INC



                                                By:  /s/ George W. Hawk
                                                    ---------------------------
                                                    Name:  George W. Hawk
                                                    Title: Assistant Secretary

Date:    January 21, 2004



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                                    EXHIBITS

(c)  Exhibits

Exhibit            Exhibit
Number             Document
- -------            --------

99(a)              Cleveland-Cliffs Inc published a News Release on January 21,
                   2004, "Cleveland-Cliffs Inc Announces Closing of Private
                   Offering of Convertible Preferred Stock."



                                       4

EX-99.A

                                                                   Exhibit 99(a)


           CLEVELAND-CLIFFS INC ANNOUNCES CLOSING OF PRIVATE OFFERING
                         OF CONVERTIBLE PREFERRED STOCK

Cleveland-Cliffs Inc (NYSE: CLF) announced the closing of its private offering
of $172.5 million of redeemable cumulative convertible perpetual preferred
stock, which includes $22.5 million of shares of the preferred stock pursuant to
an over-allotment option exercised by the initial purchaser.

The preferred stock will pay cash dividends at a rate of 3.25% per annum. The
shares of preferred stock are convertible into the Company's common shares at a
conversion rate of 16.1290 common shares per share of preferred stock, which is
equivalent to an initial conversion price of $62.00 per common share, subject to
adjustment in certain circumstances. The Company may also exchange the preferred
stock for convertible subordinated debentures in certain circumstances.

The Company intends to use the net proceeds of this offering to repay its
existing senior notes, to make contributions to certain underfunded pension
plans, and for general corporate purposes.

The shares have not been registered under the Securities Act and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements of the Securities Act.

Cleveland-Cliffs Inc, headquartered in Cleveland, Ohio, is the largest producer
of high-quality iron ore pellets in North America and sells the majority of its
pellets to integrated steel companies in the United States and Canada. The
Company operates six iron ore mines located in Michigan, Minnesota and Eastern
Canada.

The statements above regarding the Company's intent with respect to the use of
proceeds of the offering are forward-looking statements. Actual results may
differ materially from those reflected in these forward-looking statements for a
number of reasons, including general economic and political conditions and
changes in the financial markets.