Exhibit 10(c)

                         AMENDMENT NO. 1 TO AMENDED AND
                         RESTATED EMPLOYMENT AGREEMENT
                         ------------------------------

       This Amendment No. 1 to the Amended and Restated Employment Agreement
("Agreement"), dated as of December 31, 1997, by and between Cleveland-Cliffs
Inc, an Ohio Corporation ("Cleveland-Cliffs"), and John S. Brinzo, Social
Security No.                , who is currently President and Chief Executive
Officer (the "Executive"), amends the Agreement, dated as of June 30, 1997, as
follows:

       Section 5(a)(i) is amended by restating the last paragraph thereof to
       read as follows:

       For  purposes of this Agreement, Average Incentive Pay for any 12-month
       period shall mean an amount which is the greater of (III) the sum of (aa)
       the average amount of payments to the Executive under the Management
       Performance Incentive Plan ("MPIP"), plus (bb) the average value
       (determined as of the Change of Control) of the target awards granted to
       the Executive under the Long-Term Performance Share Program ("LTPSP") in
       each case for the three calendar years immediately prior to the
       Termination Date, or (IV) the sum of (cc) the amount of the most recent
       payment to the Executive under the MPIP, plus (dd) the value (determined
       as of the Change of Control) of the most recent grant to the Executive
       under the LTPSP; provided, however, that for any Termination Date
       occurring prior to the payment by Cleveland-Cliffs to Executive of a 100%
       target bonus under the MPIP for the position of President and Chief
       Executive Officer, and the grant by the Compensation Committee to
       Executive of a 100% target performance share grant under the LTPSP for
       the position of President and Chief Executive Officer, respectively,
       Average Incentive Pay shall be the sum of (ee) the MPIP bonus target and
       (ff) the LTPSP target award in each case for the position of President
       and Chief Executive Officer.

       IN WITNESS WHEREOF, Cleveland-Cliffs has caused this Amendment No. 1 to
the Agreement to be executed on its behalf by its duly authorized representative
and Executive has hereunto set his hand, all as of the date and year first above
written.

                                               CLEVELAND-CLIFFS INC

                                               By: /s/ John C. Morley
                                                   ----------------------------
                                                       JOHN C. MORLEY

                                               Its:  Chairman, Compensation and 
                                                       Organization Committee


                                                   /s/ John S. Brinzo
                                                   -----------------------------
                                                       JOHN S. BRINZO