Exhibit 10(qq)




                                 THIRD AMENDMENT
                                       TO
                   CLEVELAND-CLIFFS INC NONEMPLOYEE DIRECTORS'
                   -------------------------------------------
                                COMPENSATION PLAN
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                                    RECITALS
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         WHEREAS, Cleveland-Cliffs Inc ("Company"), with approval of the
Company's shareholders on May 14, 1996, established the Cleveland-Cliffs Inc
Nonemployee Directors' Compensation Plan ("Plan"), effective July 1, 1996; and

         WHEREAS, with approval of the Board of Directors of the Company, the
Plan was amended by the First Amendment to the Plan on November 12, 1996; and

         WHEREAS, with the approval of the Board of Directors of the Company,
the Plan was amended by the Second Amendment to the Plan on May 13, 1997, and

         WHEREAS, the Company desires to amend the Plan further to provide for
an increase in the number of Restricted Shares automatically awarded to
Directors and to decrease the portion of a Director's Retainer which must be
payable in Shares ("Third Amendment"); and

         WHEREAS, the Board of Directors of the Company has approved the Third
Amendment in accordance with the provisions of Section 8.2 of the Plan and such
Third Amendment does not require approval by the shareholders of the Company.

         NOW, THEREFORE, the Plan is hereby amended by this Third Amendment,
effective as of January 1, 1999, as follows:


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         1. The Plan is amended by deleting in its entirety Section (z) of
Article I and replacing it with:

                  "(z) "Required Retainer Shares": An amount, payable in Shares,
         constituting 40% of a Director's Retainer."

         2. The Plan is amended by deleting in its entirety Section 3.1(a) of
Article III of the Plan and replacing it with:

                  "(a) Each individual who is first elected or appointed to the
         Board as a Director on or after January 1, 1999 shall be awarded 2,000
         Restricted Shares."

         3. The Plan is amended by deleting in its entirety Section 3.2(a) of
Article III of the Plan and replacing it with:

                  "(a) Retainer. Commencing with the Retainer for the first
         Accounting Period during 1999, 60% of the Retainer established by the
         Board from time to time shall be payable in cash and 40% of such
         Retainer shall be payable as Required Retainer Shares payable on
         January 1 of the following year (unless deferred in accordance with
         this Plan)."

         4. The Plan is amended by deleting in its entirety Section 3.2(c) of
Article III of the Plan and replacing it with:

                  "(c) Issuance of Shares. On January 1 of each year beginning
         with January 1, 2000, the Company shall issue (i) to each Director a
         number of Required Retainer Shares equal to 40% of such Director's
         Retainer for each Accounting Period during the prior Plan Year divided
         by the Fair Market Value per Share on the first day of such Accounting
         Period and (ii) to each Director who has made an election under Section
         3.2(b) a number of Voluntary Shares for each such Accounting Period
         equal to the portion of such Director's Fees in excess of 40% of such
         Director's Retainer for such Accounting Period that such Director has
         elected to receive as Voluntary Shares for such Accounting Period
         divided by the Fair Market Value per Share on the first day of such
         Accounting Period (less, in each case, the portion of the Required
         Retainer Shares and Voluntary Shares the Director elected to defer
         under Section 4.3). To the extent that the application of the foregoing
         formula would result in the issuance of fractional Shares, no
         fractional Shares shall be issued, but instead, the Company shall
         maintain two separate non-interest-bearing accounts for each Director,
         which accounts shall be credited with the amount of any Required
         Retainer Shares or Voluntary Shares, as the case may be, not
         convertible into 

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         whole Shares, which amounts shall be combined with Required Retainer
         Shares and Voluntary Shares, respectively, which are paid for the next
         following Plan Year. When whole Shares are issued by the Company to the
         Director on January 1, the amounts in such accounts shall be reduced by
         that amount which (when added to the Required Retainer Shares and
         Voluntary Shares for such Director for such quarter) results in the
         issuance of the maximum number of Shares to such Director. The Company
         shall pay any and all fees and commissions incurred in connection with
         the payment of Required Retainer Shares and Voluntary Shares to a
         Director in Shares."

         5. Except as amended by the First Amendment, the Second Amendment and
this Third Amendment, the Plan shall remain in full force and effect.
 
        Executed in Cleveland, Ohio, as of November 10, 1998.

                                      CLEVELAND-CLIFFS INC


                                      By  /s/ J. S. Brinzo
                                         ---------------------------------------
                                         President and Chief Executive Officer

                                      And /s/ J. E. Lenhard
                                         ---------------------------------------
                                         Secretary







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