SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            -------------------------

                                  SCHEDULE 13G
                                 (Rule 13d-102)

                    INFORMATION TO BE INCLUDED IN STATEMENTS
                  FILED PURSUANT TO RULES 13d-1(b), (c) AND (d)
                AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
                                (Amendment No. )

                              Cleveland Cliffs Inc.

                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    185896107
                                 (CUSIP NUMBER)

                                  June 21, 2004

             (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

                                / / Rule 13d-1(b)
                                /X/ Rule 13d-1(c)
                                / / Rule 13d-1(d)







                                                                                        


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        NAME OF REPORTING PERSONS: Gerald Catenacci
1.      I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
-----------------------------------------------------------------------------------------------
        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2.
                                                                                     (a)     0
                                                                                     (b)    |X|
-----------------------------------------------------------------------------------------------
        SEC USE ONLY
3.
-----------------------------------------------------------------------------------------------
        CITIZENSHIP OR PLACE OF ORGANIZATION        Canada
4.
-----------------------------------------------------------------------------------------------
       NUMBER OF             SOLE VOTING POWER                                            552,000
       SHARES       5.
   BENEFICIALLY
     OWNED BY
       EACH
     REPORTING
    PERSON WITH
-----------------------------------------------------------------------------------------------
                          SHARED VOTING POWER                                                0
                    6.
-----------------------------------------------------------------------------------------------
                          SOLE DISPOSITIVE POWER                                       552,000
                    7.
-----------------------------------------------------------------------------------------------
                          SHARED DISPOSITIVE POWER                                           0
                    8.
-----------------------------------------------------------------------------------------------
        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                   552,000
9.

-----------------------------------------------------------------------------------------------
        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10.     CERTAIN SHARES*
-----------------------------------------------------------------------------------------------
        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                                5.16%
11.
-----------------------------------------------------------------------------------------------
        TYPE OF REPORTING PERSON*                                                           IN
12.
-----------------------------------------------------------------------------------------------

                      *SEE INSTRUCTION BEFORE FILLING OUT!





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Item 1(a).        Name of Issuer:

                           Cleveland Cliffs Inc.

Item 1(b).        Address of Issuer's Principal Executive Offices:

                           1110 Superior Avenue, 18th Floor
                           Cleveland, Ohio 44114

Item 2(a).        Name of Persons Filing:

                           Gerald Catenacci
                           (the "Reporting Person")

Item 2(b).        Address of Principal Business Office or, if None, Residence:

                           The principal business address of the Reporting
Person is:

                           666 Fifth Avenue, 34th Floor
                           New York, New York 10103

Item 2(c).        Citizenship:

                           Mr. Catenacci is a citizen of Canada.


Item 2(d).        Title of Class of Securities:

                           Common Stock

Item 2(e).        CUSIP Number:

                           185896107



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Item 3.           If this statement is filed pursuant to Rule 13d-1(b), or
                  13d-2(b) or (c), check whether the person filing is
                  a:                Not Applicable

                      (a)           [ ] Broker or dealer registered under
                                    Section 15 of the Exchange Act;

                      (b)           [ ] Bank as defined in Section 3(a)(6) of
                                    the Exchange Act;

                      (c)           [ ] Insurance Company as defined in Section
                                    3(a)(19) of the Exchange Act;

                      (d)           [ ] Investment Company registered under
                                    Section 8 of the Investment Company Exchange
                                    Act;

                      (e)           [ ] Investment Adviser in accordance with
                                    Rule 13d-1(b)(1)(ii)(E);

                      (f)           [ ] Employee Benefit Plan or Endowment Fund
                                    in accordance with Rule 13d-1(b)(1)(ii)(F);

                      (g)           [ ] Parent Holding Company or Control Person
                                    in accordance with Rule 13d-1(b)(1)(ii)(G);

                      (h)           [ ] Saving Association as defined in Section
                                    3(b) of The Federal Deposit Insurance Act;

                      (i)           [ ] Church Plan that is excluded from the
                                    definition of an Investment Company under
                                    Section 3(c)(14) of the Investment Company
                                    Act;

                      (j)           [ ] Group, in accordance with Rule
                                    13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

  A.  Gerald Catenacci

  (a)  Amount beneficially owned:                                      552,000
  (b)  Percent of Class:                                                  5.16%
  (c)   Number of shares as to which such person has:

      (i)  Sole power to vote or direct the vote:                      552,000
      (ii) Shared power to vote or to direct the vote:                       0
      (iii)Sole power to dispose or direct the disposition of:         552,000
      (iv) Shared power to dispose or to direct the disposition of:          0


         Mr. Catenacci is the managing member of Principled Capital  Management,
L.L.C., the general partner of each of Highway Partners, L.P., Thruway Partners,
L.P., Runway Partners, L.P. and Raceway Partners, L.P. Mr. Catenacci is also the
managing member of Principled


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Asset  Administration,  LLC,  the  investment  advisor  to  each  of  Expressway
Partners, Ltd. and Freeway Partners,  Ltd. Accordingly,  Mr. Catenacci is deemed
to control 552,000 shares of Common Stock beneficially owned by them.

Item 5.           Ownership of Five Percent or Less of a Class.

                           If this statement is being filed to report the fact
                           that as of the date hereof the reporting person has
                           ceased to be the beneficial owner of more than five
                           percent of the class of securities, check the
                           following: [ ]

Item 6.           Ownership of More than Five Percent on Behalf of Another
                  Person.

Item 7.           Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reported on by the Parent
                  Holding Company.

                           Not Applicable

Item 8.           Identification and Classification of Members of the Group.

                           Not Applicable

Item 9.           Notice of Dissolution of Group.

                           Not Applicable

Item 10. Certification.

         By  signing  below I  certify  that,  to the best of my  knowledge  and
belief, the securities  referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing  the control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.


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                                    SIGNATURE


         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

Dated:  July 1, 2004

                                                       /s/ Gerald Catenacci
                                                       --------------------
                                                       Gerald Catenacci




         Attention:  Intentional  misstatements  or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).







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