CLEVELAND-CLIFFS INC. — Director's Dealing 2011

Feb 9, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CLIFFS NATURAL RESOURCES INC. (CLF)
CIK: 0000764065
Period of Report: 2011-01-27

Reporting Person: Williams Colin Grant (VP, Asia Pacific Iron Ore)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Retention Units 2010-2012	$		Common Shares (1250)		Direct

Footnotes

F1: The number represents a grant of Retention Units to the Reporting Person under the Cleveland-Cliffs Inc 2007 Incentive Equity Plan (Plan) covering the period January 1, 2010 through December 31, 2012 (Incentive Period). Payment of the Retention Units is made in cash after the completion of the Incentive Period based upon the employment of the Reporting Person and the market value of the Company's shares at the end of the Incentive Period pursuant to the Plan.

F2: Convertible into Common Share value on a 1-for-1 basis.