UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 12b-25   NOTIFICATION OF LATE FILING
				Commission File Number: 001-08944
				CUSIP Number: 185896107

 

		(Check One):     ¨  Form 10-K     ¨  Form 20-F     ¨  Form 11-K     x  Form 10-Q     ¨  Form 10-D     ¨  Form N-SAR     ¨  Form N-CSR
		For Period Ended: March 31, 2007
		¨  Transition Report on Form 10-K
		¨  Transition Report on Form 20-F
		¨  Transition Report on Form 11-K
		¨  Transition Report on Form 10-Q
		¨  Transition Report on Form N-SAR
		For the Transition Period ended:

 

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:             

---

PART I

REGISTRANT INFORMATION

Full Name of Registrant Cleveland-Cliffs Inc

Former Name if Applicable                                         

Address of Principal Executive Office (Street and Number) 1100 Superior Avenue

City, State and Zip Code Cleveland, Ohio 44114-2589

PART II

RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

		(a)		The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
¨		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q of subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

As previously disclosed, Cleveland-Cliffs Inc (the “Company”) is reviewing the application of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133). Because this review is continuing, the Company will not be able to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 (the “Form 10-Q”) by May 10, 2007. The Company is working to complete the process and file the Form 10-Q as soon as is practicable, although the timing of any resolution is uncertain.

---

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification.

 

George W. Hawk, Jr.		(216)		694-5700
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

¨  Yes    x  No

The Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2006 due to the review described above in Part III.

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

¨  Yes    x  No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

		Cleveland-Cliffs Inc
		(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date May 11, 2007		By:		/s/    George W. Hawk, Jr.
		Name:		George W. Hawk, Jr.
		Title:		General Counsel and Secretary