CLIFFS NATURAL RESOURCES
1100 Superior Avenue, Suite 1500, Cleveland, Ohio
44114-2544
P 216.694.5700 F 216.694.4880 cliffsnaturalresources.com
P 216.694.5700 F 216.694.4880 cliffsnaturalresources.com
October 21, 2008
VIA EDGAR CORRESPONDENCE
AND FACSIMILE
AND FACSIMILE
Mail Stop 7010
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention: Anne Nguyen Parker
Branch Chief
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention: Anne Nguyen Parker
Branch Chief
Re:
|
Cliffs Natural Resources Inc. | |
| Registration Statement on Form S-4 | ||
| (File No. 333-152974) | ||
Ladies and Gentlemen:
On behalf of Cliffs Natural Resources Inc. (formerly known as Cleveland-Cliffs Inc) (the
“Company”), the undersigned hereby requests, pursuant to Rule 461(a) promulgated under the
Securities Act of 1933, as amended, that the Registration Statement on Form S-4 No. 333-152974, as
amended (the “Registration Statement”), be declared
effective at 2 p.m. Eastern Time on October 23, 2008, or as early as
practicable thereafter. The Company respectfully requests that it be notified of such
effectiveness by a telephone call to the undersigned at (216) 694-5446 or James Dougherty of Jones
Day at (216) 586-7302 and that such effectiveness also be
confirmed in writing. This request letter effectively supercedes the
request letter furnished to The Commission earlier today.
The Company acknowledges that: (i) should the U.S. Securities and Exchange Commission (the
“Commission”) or the Commission staff, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the Commission from taking any action with
respect to the Registration Statement; (ii) the action of the Commission or the Commission staff,
acting pursuant to delegated authority, in declaring the Registration Statement effective, does not
relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in
the Registration Statement; and (iii) the Company may not assert Commission staff comments and the
declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.