EXHIBIT 4(k)
         NUMBER
        CU 17750                                       COMMON SHARES

                                              THIS CERTIFICATE IS TRANSFERABLE
                                                 IN CLEVELAND OR IN NEW YORK


                                                     CUSIP 185896 10 7
                                             See Reverse For Certain Definitions

                        
              Incorporated Under The Laws Of The State of Ohio.
                                      
                             CLEVELAND-CLIFFS INC
   ======================================================================== 
  |    Certificate Number   |     Reference   |      Date    |    Shares   |    
  |                         |                 |              |             |   
   ========================================================================
   THIS CERTIFIES THAT

                                   
IS THE OWNER OF

                FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF THE PAR VALUE OF
ONE DOLLAR EACH OF

Cleveland-Cliffs Inc, transferable on the books of the Company by the
registered holder in person or by duly authorized attorney, upon surrender of
this certificate properly endorsed.  This certificate and the shares
represented hereby are issued and shall be held subject to all the provisions
of the Articles of the Company filed in the office of the Secretary of State of
Ohio / copies of which are on file with the Company and with the Transfer Agent
/ to which the holder by acceptance hereof assents.  This certificate is not
valid unless countersigned by the Transfer Agent and registered by the
Registrar.

        Witness the seal of the Company and the signatures of its duly
authorized officers.

/s/ John E. Lenhard                                    /s/ M. Thomas Moore 
                               
  Secretary                  [CORPORATE SEAL]           Chairman and Chief 
                          [CLEVELAND-CLIFFS INC]        Executive Officer


Countersigned and registered:
                SOCIETY NATIONAL BANK
                    (Cleveland, Ohio)            Transfer Agent           
by                                                 And Registrar
     /s/ R. Halliz
                 
                 Authorized Signature
        The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
       <S>                                                          <C>
        TEN COM     - as tenants in common                           UNIF GIFT MIN ACT - ................Custodian.................
                                                                                           (Cust)                   (Minor)
        TEN ENT     - as tenants by the entireties                                          under Uniform Gifts to Minors

        JT TEN      -  as joint tenants with right of                                        Act........................
                       survivorship and not as tenants                                                (State)
                       in common
                   Additional abbreviations may also be used though not in the above list.

</TABLE>
                             CLEVELAND-CLIFFS INC

        A COPY OF THE EXPRESS TERMS OF THE SHARES REPRESENTED BY THIS
CERTIFICATE AND OF ALL OTHER CLASSES AND SERIES OF SHARES WHICH
CLEVELAND-CLIFFS INC IS AUTHORIZED TO ISSUE WILL BE MADE TO ANY SHAREHOLDER
WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT FROM SUCH SHAREHOLDER OF A WRITTEN
REQUEST THEREFOR, SUCH REQUESTS SHOULD BE ADDRESSED TO THE SECRETARY OF
CLEVELAND-CLIFFS INC, 18TH FLOOR, DIAMOND BUILDING, 1100 SUPERIOR AVENUE,
CLEVELAND, OHIO  44114-2589.

        For value received_________hereby sell, assign and transfer under

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
 ____________________________   
|                            |  
|____________________________|   _______________________________________________
 
 _______________________________________________________________________________
 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
 ASSIGNEE.
 _______________________________________________________________________________

 _______________________________________________________________________________

 _________________________________________________________________________Shares
represented by the within Certificate and do hereby irrevocably constitute and
appoint_________________________________________________________________________

________________________________________________________________________________
Attorney to transfer the said shares on the books of the within named Company
with full power of substitution in the premises.
Dated____________________________________

                                        X______________________________________

        This Certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement between Cleveland-Cliffs Inc
and Society National Bank, dated as of September 8, 1987, amended and restated
as of November 19, 1991 and as may be further amended from time to time (the
"Rights Agreement"), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal executive offices of
Cleveland-Cliffs Inc.  Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no
longer be evidenced by this Certificate.  Cleveland-Cliffs Inc will mail to the
holder of this Certificate a copy of the Rights Agreement without charge within 
five business days after receipt of a written request therefor.  Under certain
circumstances, Rights benefically owned by an Acquiring Person or any Affiliate
or Associate thereof (as such terms are defined in the Rights Agreement) and any
subsequent holder of such Rights may become null and void.
 

            NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH 
   X        THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY 
            PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE 
            WHATEVER.