Securities and Exchange Commission
                             Washington, D. C. 20549

                                  Schedule 13G/A
                    Under the Securities Exchange Act of 1934
                                 (Amendment No. 1)

                              Cleveland Cliffs, Inc.
                                 Common Stock
                             CUSIP Number 185896107



Date of Event Which Requires Filing of this Statement:     October 31, 2006

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

         [ X   ]  Rule 13d-1(b)
         [     ]  Rule 13d-1(c)
         [     ]  Rule 13d-1(d)

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CUSIP No. 185896107

           1)  Name of reporting person:
                  LMM LLC

               Tax Identification No.:
                  52-2204753

           2) Check the appropriate box if a member of a group:
                  a)   n/a
                  b)   n/a

           3) SEC use only

           4) Place of organization:
                   Delaware

Number of shares beneficially owned by each reporting person with:
           5)  Sole voting power:           - 0 -
           6)  Shared voting power:         4,300,000
           7)  Sole dispositive power       - 0 -
           8)  Shared dispositive power:    4,300,000

           9) Aggregate amount beneficially owned by each reporting person:
                      4,300,000
          10) Check if the aggregate amount in row (9) excludes certain shares:
                      n/a

          11) Percent of class represented by amount in row (9):
                      10.44%

          12) Type of reporting person:
                      IA, OO

CUSIP No. 185896107

           1)  Name of reporting person:
                  Legg Mason Opportunity Trust,
                  a portfolio of Legg Mason Investment Trust, Inc.

               Tax Identification No.:
                  52-2203385

           2) Check the appropriate box if a member of a group:
                  a)   n/a
                  b)   n/a

           3) SEC use only

           4) Place of organization:
                   Maryland

Number of shares beneficially owned by each reporting person with:
           5)  Sole voting power:           - 0 -
           6)  Shared voting power:         4,300,000
           7)  Sole dispositive power       _ 0 -
           8)  Shared dispositive power:    4,300,000

           9) Aggregate amount beneficially owned by each reporting person:
                      4,300,000
          10) Check if the aggregate amount in row (9) excludes certain shares:
                      n/a

          11) Percent of class represented by amount in row (9):
                      10.44%

          12) Type of reporting person:
                      IV, CO
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         Item 1a)     Name of issuer:
                           Cleveland Cliffs, Inc.

         Item 1b)     Address of issuer's principal executive offices:
                           100 SUPERIOR AVE
                           18TH FLOOR
                           CLEVELAND OH 44114

         Item 2a)    Name of person filing:
                           LMM LLC

         Item 2b)    Address of  principal business office:
                           100 Light Street
                           Baltimore, MD  21202

         Item 2c)    Citizenship:
                           LMM LLC
                                    Delaware limited liability company

         Item 2d)    Title of class of securities:
                           Common Stock

         Item 2e)    CUSIP number:     185896107

         Item 3)  If this statement is filed pursuant to Rule 13d-1(b), or
                  13d-2(b), check whether the person filing is a:
         (a)[ ] Broker or dealer under Section 15 of the Act.
         (b)[ ] Bank as defined in Section 3(a)(6) of the Act.
         (c)[ ] Insurance Company as defined in Section 3(a)(6) of the Act.
         (d)[ ] Investment Company registered under Section 8 of the Investment
                Company Act.
         (e)[X] Investment Adviser registered under Section 203 of the
                Investment Advisers Act of 1940.
         (f)[ ] Employee Benefit Plan, Pension Fund which is subject to ERISA of
                1974 or Endowment Funds; see 240.13d-1(b)(ii)(F).
         (g)[ ] Parent holding company, in accordance with 240.13d-1(b)(ii)(G),
         (h)[ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).

         Item 4)    Ownership:

         (a)     Amount beneficially owned: 4,300,000

         (b)     Percent of Class: 10.44%

         (c)     Number of shares as to which such person has:
                  (i)     sole power to vote or to direct the vote:
                                    -  0 -
                  (ii)    shared power to vote or to direct the vote:
                                  4,300,000
                  (iii)   sole power to dispose or to direct the disposition of:
                                    - 0 -
                  (iv)   shared power to dispose or to direct the disposition of
                                   4,300,000

         Item 5)  Ownership of Five Percent or less of a class:
                           n/a

         Item 6)  Ownership of more than Five Percent on behalf of another
                  person:

                  The interest of one account, Legg Mason Opportunity Trust, a
                  portfolio of Legg Mason Investment Trust, Inc. an investment
                  company registered under the Investment Company Act of 1940
                  and managed by LMM LLC, amounted to 4,300,000 shares or 10.44%
                  of the total shares outstanding.

         Item 7)    Identification and classification of the subsidiary which
                    acquired the security being reported on by the parent
                    holding company:
                         n/a

         Item 8)    Identification and classification of members of the group:
                         n/a

         Item 9)    Notice of dissolution of group:
                         n/a

         Item 10)   Certification:

                  By signing below I certify that, to the best of my knowledge
                  and belief, the securities referred to above were acquired and
                  are held in the ordinary course of business and 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.

                                    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.

         --------------------------------
         Date - November 10, 2006

        LMM LLC


        By____________________________________________
            Jennifer Murphy, Chief Operations Officer


                                        Exhibit A
                             Joint Filing Agreement

                     --------------------------------------
         This Joint Filing Agreement confirms the agreement by and among the
undersigned that the Schedule 13G is filed on behalf of each of the reporting
persons identified below.

         LMM LLC


         By___________________________________________
             Jennifer Murphy, Chief Operations Officer

        Legg Mason Opportunity Trust
        A Portfolio of Legg Mason Investment Trust, Inc.


        By____________________________________________
            Gregory T. Merz, Vice President