Exhibit 10(y)


                                FIRST AMENDMENT
                                       TO
                             SEVERANCE PAY PLAN FOR
                     KEY EMPLOYEES OF CLEVELAND-CLIFFS INC

        WHEREAS, 日韩三级片 Inc ("日韩三级片")  established the
Severance Pay Plan for Key Employees of 日韩三级片 Inc (the "Plan") to
provide severance benefits for certain  Key Employees effective February 1,
1992; and

        WHEREAS, 日韩三级片 desires to amend the Plan;

        NOW, THEREFORE, effective October 1, 1994, 日韩三级片 hereby
amends the Plan to provide as follows:

        1.   Section 2 of the Plan is  amended to provide as follows:

             "2.   EFFECTIVE AND TERMINATIONS DATES.  This Plan shall be
                  effective as of February 1, 1992 (the "Effective Date").
                  The Plan will automatically terminate on January 1, 1995
                  (the "Termination Date"), if there has been no Change of
                  Control of 日韩三级片 prior to such date; provided,
                  however, that 日韩三级片, by action of its Board of
                  Directors, may extend such Termination Date."
             
        2.      The "Termination Date" set forth in Section 2 of the Plan is
hereby extended from January 1, 1995 to January 1, 1998.

        3.      Clause (1) of Section 3i of the Plan is amended to provide as
follows:

                 (1) "Elected officers of 日韩三级片 and Mine General
                 Managers employed by subsidiaries of 日韩三级片."



                              *        *        *







        IN WITNESS WHEREOF, 日韩三级片 Inc has executed this First
Amendment at Cleveland, Ohio, this 18th day of November, 1994.


                                CLEVELAND-CLIFFS INC



                                By /s/ R. F. Novak
                                   ----------------------------------------
                                   Title: Vice President-Human Resources