SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RIEDERER RICHARD K

(Last)

(First)

(Middle)

S25 W35020 MANOR HOUSE RD.

(Street)

OCONOMOWAC

53066

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2005

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								4,443.453⁽¹⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Units	⁽²⁾	07/01/2005		A		64.9238		⁽³⁾	⁽³⁾	Common Shares	64.9238	$57.76	1,676.1031⁽⁴⁾	D

Explanation of Responses:

1. On May 10, 2005, Cleveland-Cliffs Inc declared a cash dividend of $.10 per share, payable to all holders of record as of May 20, 2005 of common stock on June 1, 2005. The amount shown reflects .709 shares acquired pursuant to the Cleveland-Cliffs Inc Dividend Reinvestment Plan. The number also includes 6.734 shares of Restricted Stock acquired June 1, 2005 pursuant to a dividend reinvestment feature of the Nonemployee Directors' Compensation Plan ("Plan").

2. Convertible into Common Shares on a 1-for-1 basis.

3. Reflects number of Common Shares underlying deferred compensation credited to the account of the Reporting Person in payment of the Reporting Person's Required Retainer for the third quarter of 2005 under the Cleveland-Cliffs Inc Nonemployee Directors Compensation Plan. Each Stock Unit is generally distributable following termination of service as a Director.

4. On May 10, 2005, Cleveland-Cliffs Inc declared a cash dividend of $.10 per share, payable to all holders of record as of May 20, 2005 of common stock on June 1, 2005. The amount shown reflects 2.5713 shares acquired pursuant to a deferred dividend reinvestment feature of the Cleveland-Cliffs Inc Nonemployee Directors' Compensation Plan. Dividend reinvestment is calculated using the closing market price at the end of the quarter. The amount also includes 2.0353 shares of dividend reinvestment from the March 1, 2005 dividend payment. Deferred dividend reinvestment shares are generally distributable following termination of service as a Director.

Remarks:

	/s/ George W. Hawk, Jr. by power of attorney	07/05/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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