January 31, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, DC 20549

Attention:     Kevin Dougherty, Attorney-Advisor

            Loan Lauren Nguyen, Legal Branch Chief

 

Re:

Cleveland-Cliffs Inc.

Registration Statement on Form S-4

File No. 333-235855

Ladies and Gentlemen:

On behalf of Cleveland-Cliffs Inc. (the “Company”), the undersigned hereby requests, pursuant to Rule 461(a) promulgated under the Securities Act of 1933, that the Registration Statement on Form S-4 (File No. 333-235855) of the Company be declared effective at 9:00 a.m. on February 4, 2020, or as soon thereafter as practicable. The Company respectfully requests that you notify Andrew C. Thomas of such effectiveness by a telephone call to (216) 586-1041.

[Signature Follows]

Please contact Andrew C. Thomas of Jones Day at (216) 586-1041 if you have any questions concerning this matter. Thank you for your continued attention to this matter.

 

cc:    Andrew C. Thomas, Esq.