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                                                                   Exhibit 4 (d)


                                    AMENDMENT dated as of July 19, 1996, to the
                        Credit Agreement dated as of March 1, 1995 (the
                        "Agreement"), among CLEVELAND-CLIFFS INC, an Ohio
                        corporation (the "Borrower"), the financial institutions
                        party to such Agreement (the "Banks") and THE CHASE
                        MANHATTAN BANK, a New York banking corporation, as agent
                        for the Banks (in such capacity, the "Agent").


                  The Borrower has requested that the Banks extend the maturity
of the credit facility provided for in the Agreement, and the Banks are willing
to extend their Commitments under the Agreement as provided herein. Accordingly,
in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto here agree as follows:

                  SECTION 1. DEFINITIONS. (a) Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to them in the
Agreement (the Agreement, as amended by and together with this Amendment, and as
hereinafter amended, modified, extended or restated from time to time, being
called the "Amended Agreement").

                  (b) The definition of "Maturity Date" in Section 1.01 of the
Agreement is hereby amended, as of the Effective Date (as defined in Section 3
herein), to read in its entirety as follows:

                  "'MATURITY DATE' shall mean March 1, 2001."

                  SECTION 2. REPRESENTATIONS AND WARRANTIES. (a) The Borrower
hereby represents and warrants to each of the Banks, on and as of the date
hereof, and then again represents and warrants to each of the Banks on and as of
the Effective Date, that:

                           (i) This Amendment has been duly authorized, executed
                  and delivered by the Borrower, and each of this Amendment and
                  the Amended Agreement constitutes a legal, valid and binding
                  obligation of the Borrower, enforceable in accordance with its
                  terms.

                           (ii) The representations and warranties set forth in
                  Article III of the Amended Agreement are true and correct in
                  all material respects with the same

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                  effect as if made on and as of the date hereof and on and as
                  of the Effective Date, after giving effect to this Amendment.


                           (iii) No Event of Default or event which upon notice
                  of lapse of time or both would constitute an Event of Default
                  has occurred and is continuing.

                  (b) If any representation or warranty made by the Borrower
pursuant to the preceding paragraph (a) shall prove to have been incorrect in
any material respect when made, then an Event of Default shall be deemed to have
occurred under item (a) of Article VII of the Amended Agreement.

                  SECTION 3. CONDITIONS TO EFFECTIVENESS. This Agreement shall
become effective only upon satisfaction in full, on or prior to July 19, 1996,
of the following conditions precedent (such date, in the event that each of such
conditions has been satisfied, being herein called the "Effective Date"):

                  (a) The Agent shall have received duly executed counterparts
         of this Amendment which, when taken together, bear the authorized
         signatures of the Borrower, each of the Banks and the Agent.

                  (b) The Agent shall have received a certificate dated the
         Effective Date and signed by a Responsible Officer, confirming the
         representations and warranties set forth in paragraph (a) of Section 2
         above.

                  (c) The Agent shall have received such evidence of the
         authority of the Borrower to execute, deliver and perform this
         Amendment as the Agent or its counsel shall reasonably have requested.

                  SECTION 4. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 5. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one agreement. Counterparts of
this Amendment may be delivered via telecopy transmission with the same effect
as the delivery of a manually executed counterpart.


                  SECTION 6. EXPENSES. The Borrower shall pay all reasonable
out-of-pocket expenses incurred by the Agent in connection with the preparation,
execution and delivery of this Amendment, including but not limited to the
reasonable fees, charges and disbursements of Cravath, Swaine & Moore,

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counsel for the Agent.

                  SECTION 7. AGREEMENT. Except as specifically amended or
modified hereby, the Agreement shall continue in full force and effect in
accordance with the provisions thereof. As used therein, the terms "Agreement",
"herein", "hereunder", "hereinafter", "hereto", "hereof" and words of similar
import shall, unless the context otherwise requires, refer to the Amended
Agreement.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date first above written.

                                  CLEVELAND-CLIFFS INC,

                                    by
                                           /s/ Cynthia B. Bezik
                                        ---------------------------------------
                                          Name:   Cynthia B. Bezik
                                          Title:  Vice President and
                                                  Treasurer

                                  THE CHASE MANHATTAN BANK,
                                  individually and as agent,

                                    by
                                           /s/ James H. Ramage
                                        ---------------------------------------
                                          Name:  James H. Ramage
                                          Title: Vice President

                                  NBD BANK,
                                    by
                                            /s/ Winifred S. Pinet
                                        ---------------------------------------

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                                  NATIONAL CITY BANK
                                    by
                                           /s/ David R. Evans
                                        ---------------------------------------

                                  PNC BANK, NATIONAL ASSOCIATION,

                                    by
                                           /s/  Mark Rutherford
                                        ---------------------------------------

                                  THE HUNTINGTON NATIONAL BANK,

                                    by
                                           /s/ Timothy M. Ward
                                        ---------------------------------------

                                  KEYBANK NATIONAL ASSOCIATION,

                                    by
                                           /s/ William J. Kysela
                                        ---------------------------------------