January 24, 2020

James D. Graham
Executive Vice President, Chief Legal Officer & Secretary
Cleveland-Cliffs Inc.
200 Public Square, Suite 3300
Cleveland, Ohio 44114-2315

       Re: Cleveland-Cliffs Inc.
           Registration Statement on Form S-4
           Filed January 8, 2020
           File No. 333-235855

Dear Mr. Graham :

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form S-4 filed January 8, 2020

Unaudited Forecasted Financial Information, page 111

1.     Please revise your disclosure regarding the various financial
projections provided by the
       management of Cliffs and AK Steel, that were made available to the
Cliffs board, the AK
       Steel board and their respective financial advisors to disclose, and
quantify as appropriate,
       the material assumptions underlying these projections and estimates. In
this regard, for
       example, you disclose on page 111 that in some cases you used different
assumptions,
       including prices of certain commodities utilized in each company's
businesses. We note
       disclosure that various forecasts included adjustments to the
macro-economic input
       assumptions, including assumptions for potential steel, energy and raw
material prices.
 James D. Graham
Cleveland-Cliffs Inc.
January 24, 2020
Page 2
Certain Expected Synergies, page 118

2.       We note disclosure that AK Steel and Cliffs jointly prepared certain
unaudited synergy
         estimates that were projected by Cliffs and AK Steel management to
result from the
         Merger and be realized by the combined company for the fiscal years
ending
         December 31, 2020 through December 31, 2024. AK Steel management then
adjusted
         these jointly prepared synergy estimates to assume a longer timeframe
for the projected
         synergies, as well as assumptions with respect to the cost and time
frame to achieve such
         synergies by the combined company. Please revise to disclose the
material assumptions
         underlying the estimated synergies.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Kevin Dougherty, Attorney-Advisor, at (202) 551-3271 or
Loan Lauren
Nguyen, Legal Branch Chief, at (202) 551-3642 with any other questions.



FirstName LastNameJames D. Graham                             Sincerely,
Comapany NameCleveland-Cliffs Inc.
                                                              Division of
Corporation Finance
January 24, 2020 Page 2                                       Office of Energy
& Transportation
FirstName LastName