乐鱼体育证券交易委员会，华盛顿特区20549

表格8-K/A（修订编号3）

目前的报告

根据1934年证券交易法第13或15(d)条

Cleveland-Cliffs公司 __________________________________________ ( 注册人的确切名称作为其宪章中指定)

不适用 ______________________________________________ 前名或前地址,如果改变了自去年报告

如果8-K表格的提交是为了同时满足注册人在以下任何规定下的提交义务，请勾选以下适当的方框：

[]根据《证券法》（17 CFR 230.425）第425条进行的书面沟通
[]根据《交易法》（17 CFR 240.14a-12）第14a-12条征求材料
[]根据《交易法》第14d-2(b)条（17 CFR 240.14d-2(b)条）进行的开工前通信
[]根据《交易法》第13e-4(c)条（17 CFR 240.13e-4(c)条）进行的开工前通信

项目8.01其他事项。

On March 2, 2004, Cleveland-Cliffs Inc (the "Company") filed a Current report of form 8-K to set forth in one document a description of the Common Shares (as defined below) of the Company. On November 9, 2004, the Company’s Board of Directors approved an amendment to the Company’s Amended Articles of Incorporation (1) to change each issued and unissued authorized Common Share into two Common Shares, (2) to proportionately increase the authorized number of Common Shares from 28,000,000 to 56,000,000 shares, and (3) to decrease the par value of the issued and unissued Common Shares from $1.00 per share to $0.50 per share. On May 9, 2006, the Directors approved an amendment to the Company’s Amended Articles of Incorporation (1) to change each issued and unissued authorized Common Share into two common shares, (2) to proportionately increase the authorized number of Common Shares from 56,000,000 to 112,000,000 shares, and (3) to decrease the par value of the issued and unissued Common Shares from $0.50 per share to $0.25 per share. On March 11, 2008, the Directors approved an amendment (the "Third Amendment") to the Company’s Amended Articles of Incorporation (1) to change each issued and unissued authorized Common Share into two Common Shares, (2) to proportionately increase the authorized number of Common Shares from 112,000,000 to 224,000,000 shares, and (3) to decrease the par value of the issued and unissued Common Shares from $0.25 per share to $0.125 per share. The Third Amendment became effective on May 1, 2008. A copy of the Third Amendment is attached as Exhibit 3(a) to the Current Report on Form 8-K filed on April 23, 2008.

The description set forth below highlights important terms of the Common Shares as of the date hereof. This description is not a complete description of the terms of the Common Shares and is qualified by reference to the full text of the exhibits hereto, which are incorporated by reference into this document, and the provisions of Ohio law cited herein.


Description of Common Shares

General

The Company has authorized 224,000,000 Common Shares, par value $0.125 per share (the "Common Shares"). The holders of Common Shares are entitled to one vote for each share on all matters upon which shareholders have the right to vote and, upon proper notice, are entitled to cumulative voting rights in the election of directors. Common Shares do not have any preemptive rights, are not subject to redemption and do not have the benefit of any sinking fund.

Holders of Common Shares are entitled to receive such dividends as the Company’s directors from time to time may declare out of funds legally available therefore. Entitlement to dividends is subject to the preferences granted to other classes of securities the Company has or may have outstanding in the future. In the event of liquidation of the Company, holders of Common Shares are entitled to share in any assets of the Company remaining after satisfaction in full of its liabilities and satisfaction of such dividend and liquidation preferences as may be possessed by the holders of other classes of securities the Company has or may have outstanding in the future.

The Common Shares are listed on the New York Stock Exchange under the symbol "CLF."

The transfer and registrar for the Common Shares is Computershare Trust Company, N.A.


Ohio Control Share Statute

Section 1701.831 of the Ohio Revised Code requires the prior authorization of the shareholders of certain corporations in order for any person to acquire, either directly or indirectly, shares of that corporation that would entitle the acquiring person to exercise or direct the exercise of 20 percent or more of the voting power of that corporation in the election of directors or to exceed specified other percentages of voting power. In the event an acquiring person proposes to make such an acquisition, the person is required to deliver to the corporation a statement disclosing, among other things, the number of shares owned, directly or indirectly, by the person, the range of voting power that may result from the proposed acquisition and the identity of the acquiring person. Within 10 days after receipt of this statement, the corporation must call a special meeting of shareholders to vote on the proposed acquisition. The acquiring person may complete the proposed acquisition only if the acquisition is approved by the affirmative vote of the holders of at least a majority of the voting power of all shares entitled to vote in the election of directors represented at the meeting excluding the voting power of all "interested shares." Interested shares include any shares held by the acquiring person and those held by officers and directors of the corporation as well as by certain others, including many holders commonly characterized as arbitrageurs. Section 1701.831 does not apply to a corporation if its articles of incorporation or code of regulations state that the statute does not apply to a corporation. Neither the Company’s Amended Articles of Incorporation nor its Amended Regulations contain a provision opting out of this statute.


Ohio Interested Shareholder Statute

Chapter 1704 of the General Corporation Law of the State of Ohio prohibits certain corporations from engaging in a "chapter 1704 transaction" with an "interested shareholder" for a period of three years after the date of the transaction in which the person became an interested shareholder, unless, among other things:

• the articles of incorporation expressly provide that the corporation is not subject to the statute (the Company has not made this election);

• the board of directors of the corporation approves the chapter 1704 transaction or the acquisition of the shares before the date the shares were acquired.

After the three-year moratorium period, the corporation may not consummate a chapter 1704 transaction unless, among other things, it is approved by the affirmative vote of the holders of at least two-thirds of the voting power in the election of directors and the holders of a majority of the voting shares, excluding all shares beneficially owned by an interested shareholder or an affiliate or associate of an interested shareholder, or the shareholders receive certain minimum consideration for their shares. A chapter 1704 transaction includes certain mergers, sales of assets, consolidations, combinations and majority share acquisitions involving an interested shareholder. An interested shareholder is defined to include, with limited exceptions, any person who, together with affiliates and associates, is the beneficial owner of a sufficient number of shares of the corporation to entitle the person, directly or indirectly, alone or with others, to exercise or direct the exercise of 10 percent or more of the voting power in the election of directors after taking into account all of the person’s beneficially owned shares that are not then outstanding.

项目9.01财务报表和附件

(a)乐鱼体育-克利夫斯公司修订的公司章程，于2004年1月20日提交给俄亥俄州州级秘书（作为乐鱼体育-克利夫斯公司于2004年2月13日提交的表格10-K的附件3(a)提交，并通过参考，SEC文件编号1-08944纳入）3(b)乐鱼体育-克利夫斯公司修订的公司章程，日期为11月30日；2004年（作为乐鱼体育-克利夫斯公司于2004年12月3日提交的表格8-K的附件3(a)提交，并参考SEC文件编号1-08944）3(c) 2006年6月7日修订公司章程的第2号修正案（作为乐鱼体育-克利夫斯公司于2006年6月9日提交的表格8-K的附件3(a)提交，并参考SEC文件编号1-08944）3(d)修订公司章程的第3号修正案，日期为4月21日，2008(作为展览提出3 (a)的形式公布Cleveland-Cliffs公司提交4月23日,2008年,通过引用,SEC文件1 - 08944号)3 (e)规定Cleveland-Cliffs公司截至2月25日,1985(作为展示3 (b)提出年度报告形式的10 - k Cleveland-Cliffs公司申请2月2日,2001年,通过引用,SEC文件1 - 08944号)4 (a)形式的通用股票(作为展示4 (a)提出Cleveland-Cliffs公司提交的季度报告形式10 - 5月6日2008年通过参考注册成立，SEC文件编号1-08944)

签名

根据1934年《证券交易法》的要求，注册人已正式授权以下签字人代表其签署本报告。