Exhibit 10(cc)


                                SECOND AMENDMENT
                                       TO
                              CLEVELAND-CLIFFS INC
                      SUPPLEMENTAL RETIREMENT BENEFIT PLAN
              (as Amended and Restated Effective January 1, 1991)
              ---------------------------------------------------

        WHEREAS, Cleveland-Cliffs Inc ("Cleveland-Cliffs")  established the
Cleveland-Cliffs Inc Supplemental Retirement Benefit Plan (the "Plan") to
provide benefits (i) for certain participants who have had their benefits under
tax-qualified retirement plans limited by Sections 401(a) and 415 of the
Internal Revenue Code of 1986, as amended, and (ii) for certain executives
under agreements providing for additional service credit and other features for
computing retirement benefits, which Plan was amended and restated effective
January 1, 1991 and subsequently amended on one occasion; and

        WHEREAS, Cleveland-Cliffs desires to further amend the Plan;

        NOW, THEREFORE,  Cleveland-Cliffs hereby amends the Plan, effective as
of the dates hereinafter set forth, to provide as follows:

        1.   Effective as of January 1, 1994, a new subparagraph D is added to 
Paragraph 7 of the Plan, such subparagraph D to provide as follows:

             "D.  Supplemental Pension Plan Benefits shall be subject to 
       applicable withholding and such other deductions as shall at the time
       of payment be required or appropriate under any Federal, State or Local
       law.  In addition, Cleveland-Cliffs may withhold from a Participant's
       "other income" (as hereinafter defined)  any amount required or
       appropriate to be currently withheld from such Participant's other
       income pursuant to any Federal, State or Local law.  For purposes of
       this subparagraph D, "other income" shall mean any remuneration
       currently paid to a Participant by an Employer."





        2.   Effective as of July 1, 1994, Paragraph 2H of the Plan is amended
to provide as follows:

             "H. 'Participant' shall mean each person (i) who is a participant
       in the Pension Plan, (ii) who is a senior corporate officer of
       Cleveland- Cliffs or a full-time salaried employee of an Employer who
       has an Incentive Bonus Salary Grade of EX-28 or above, and (iii) who as
       a result of participation in this Plan is entitled to a Supplemental
       Benefit under this Plan.  Each person who is a Participant under this
       Plan shall be notified in writing of such fact by his Employer, which
       shall also cause a copy of the Plan to be delivered to such person."


                              *        *        *


 IN WITNESS WHEREOF, Cleveland-Cliffs Inc has executed this Second Amendment at
Cleveland, Ohio, this 18th day of November, 1994.


                                        CLEVELAND-CLIFFS INC



                                        By /s/ R. F. Novak
                                        --------------------------------------
                                        Title: Vice President-Human Resources