CLEVELAND-CLIFFS INC. — Director's Dealing 2011

Feb 24, 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: Mee Terrence R (SVP Global Iron Ore & Metallic)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-23	Common Stock	A	135	$0.00	Acquired	702	Indirect
2011-02-23	Common Stock	A	2565	$0.00	Acquired	11103	Direct
2011-02-23	Common Stock	F	1042	$92.67	Disposed	12145	Direct

Footnotes

F1: Reflects a deferral into the Issuer's Voluntary Nonqualified Deferred Compensation Plan (the "VNQDC") of a percentage of the Reporting Person's performance share award for the 2008-2010 performance period earned under the Issuer's 2007 Incentive Equity Plan ("Equity Plan")

F2: Totals adjusted to reflect the deferral into the VNQDC of 30 restricted share units which were previously reported as outstanding restricted share units directly held as of the Form 3 filed on February 7, 2011.

F3: Reflects the remaining percentage, as referred to in footnote 1 above, of the payout of performance shares for the 2008-2010 performance period earned under the Issuer's Equity Plan.

F4: Reflects the surrender of 834 performance shares and 208 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.