CLEVELAND-CLIFFS INC. — Director's Dealing 2011

Feb 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CLIFFS NATURAL RESOURCES INC. (CLF)
CIK: 0000764065
Period of Report: 2011-02-23

Reporting Person: GALLAGHER DONALD J (EVP, Pres. Global Commercial)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-23	Common Stock	A	15975	$0.00	Acquired	52987.048	Direct
2011-02-23	Common Stock	F	7132	$92.67	Disposed	45855.048	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	98818	Indirect

Footnotes

F1: Reflects a payout of performance shares for the 2008-2010 performance period earned under the Issuer's 2007 Incentive Equity Plan.

F2: Reflects the surrender of 5,977 performance shares and 1,155 restricted share units from the 2008-2010 performance period in payment of the related tax liability incurred by the Reporting Person as a result of the award.

F3: Held for the benefit of the Reporting Person by the Issuer's 2005 Voluntary Non-Qualified Deferred Compensation Plan (VNQDC).