FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.	2. Issuer Name and Ticker or Trading Symbol

CLEVELAND CLIFFS INC [ CLF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
* See Remarks	
(Last)          (First)          (Middle)

C/O INTERNATIONAL FUND SERVICES LIMITED, THIRD FL, BISHOP'S SQUARE REDMOND'S HILL	3. Date of Earliest Transaction (MM/DD/YYYY)

5/22/2008		
(Street)

DUBLIN, L2 00000
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code
(Instr. 8)	4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)	
			Code	V	Amount	(A) or (D)	Price				
Common Stock  	5/22/2008  	 	P	  	333333  	A	$92.92  	8852981  	D   (1) (2) (3) (4) (8)	 	
Common Stock  	5/23/2008  	 	P	  	147019  	A	$92.57  	9000000  	D   (1) (2) (3) (4) (8)	 	
Common Stock  	5/22/2008  	 	P	  	166667  	A	$92.92  	4426491  	D   (1) (5) (6) (7) (8)	 	
Common Stock  	5/23/2008  	 	P	  	452981  	A	$92.57  	4879472  	D   (1) (5) (6) (7) (8)	 	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code
(Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)	8. Price of Derivative Security
(Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					

Explanation of Responses:	
(  1) 	IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE "FUNDS"). ALL OTHER REPORTING PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS.	
(  2) 	These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), which is a Reporting Person.	
(  3) 	These securities may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Management"), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Philip Falcone, a member of HMC Investors and the portfolio manager of the Master Fund, Raymond J. Harbert, a member of HMC Investors, and Michael D. Luce, a member of HMC Investors.	
(  4) 	Each Reporting Person listed in Footnotes 2 and 3 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.	
(  5) 	These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund), which is a Reporting Person.	
(  6) 	These securities may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), HMC-New York, Inc. ("HMCNY"), Harbert Management Corporation ("HMC"), Philip Falcone, Raymond J. Harbert and Michael Luce. HCPSS is the general partner of the Special Situations Fund. HMCNY is the managing member of HCPSS. HMC wholly owns HMCNY. Philip Falcone is the portfolio manager of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC.	
(  7) 	Each Reporting Person listed in Footnotes 5 and 6 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.	
(  8) 	The amount of shares beneficially owned indicated herein reflects a 2-for-1 stock split announced by the Issuer.	

Remarks:
(+) The Reporting Persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as
amended. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are
not directly owned by the Reporting Person. This report shall not be deemed an admission that such Reporting Person is a
member of a group or the beneficial owner of any securities not directly owned by such Reporting Person.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
C/O INTERNATIONAL FUND SERVICES LIMITED
THIRD FL, BISHOP'S SQUARE REDMOND'S HILL
DUBLIN, L2 00000		X		* See Remarks	
HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C.
2100 THIRD AVENUE NORTH
SUITE 600
BIRMINGHAM, AL 35203		X		* See Remarks	
HMC INVESTORS, L.L.C.
2100 THIRD AVENUE NORTH
SUITE 600
BIRMINGHAM, AL 35203		X		* See Remarks	
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
555 MADISON AVENUE
16TH FLOOR
NEW YORK, NY 10022		X		* See Remarks	
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
555 MADISON AVENUE
16TH FLOOR
NEW YORK, NY 10022		X		* See Remarks	
HMC - NEW YORK, INC.
555 MADISON AVENUE
16TH FLOOR
NEW YORK, NY 10022		X		* See Remarks	
HARBERT MANAGEMENT CORP
2100 THIRD AVENUE NORTH
SUITE 600
BIRMINGHAM, AL 35203		X		* See Remarks	
FALCONE PHILIP
555 MADISON AVE
16TH FLOOR
NEW YORK, NY 10022		X		* See Remarks	
HARBERT RAYMOND J
2100 THIRD AVENUE NORTH
SUITE 600
BIRMINGHAM, AL 35203		X		* See Remarks	
LUCE MICHAEL D
2100 THIRD AVENUE NORTH
SUITE 600
BIRMINGHAM, AL 35203		X		* See Remarks	

Signatures		
Harbinger Capital Partners Master Fund I, Ltd. (+), By: Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr.		5/27/2008	
** Signature of Reporting Person		Date
	
Harbinger Capital Partners Offshore Manager, L.L.C. (+), By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr.		5/27/2008	
** Signature of Reporting Person		Date
	
HMC Investors, L.L.C. (+), By: /s/ William R. Lucas, Jr.		5/27/2008	
** Signature of Reporting Person		Date
	
Harbinger Capital Partners Special Situations Fund, L.P. (+), By: Harbinger Capital Partners Special Situations GP, LLC, By: HMC-New York, Inc., Managing Member, By: /s/ William R. Lucas, Jr.		5/27/2008	
** Signature of Reporting Person		Date
	
Harbinger Capital Partners Special Situations GP, LLC (+), By: HMC-New York, Inc., Managing Member, By: /s/ William R. Lucas, Jr.		5/27/2008	
** Signature of Reporting Person		Date
	
HMC-New York, Inc. (+), By: /s/ William R. Lucas, Jr.		5/27/2008	
** Signature of Reporting Person		Date
	
Harbert Management Corporation (+), By: /s/ William R. Lucas, Jr.		5/27/2008	
** Signature of Reporting Person		Date
	
/s/ Philip Falcone (+)		5/27/2008	
** Signature of Reporting Person		Date
	
/s/ Raymond J. Harbert (+)		5/27/2008	
** Signature of Reporting Person		Date
	
/s/ Michael D. Luce (+)		5/27/2008	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).	
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.