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                                                                  Exhibit 10(ii)

                    THIRD AMENDMENT TO TRUST AGREEMENT NO. 7
                    ----------------------------------------


          WHEREAS, Cleveland-Cliffs Inc ("Cleveland-Cliffs") and AmeriTrust
Company National Association entered into Trust Agreement No. 7 (the
"Agreement") effective April 9, 1991, which Agreement was amended on two
previous occasions;

          WHEREAS, Key Trust Company of Ohio, N.A. (the "Trustee") is the
successor in interest to Society National Bank, which was the successor in
interest to AmeriTrust Company National Association; and

          WHEREAS, Cleveland-Cliffs and the Trustee desire to amend the
Agreement;

          NOW, THEREFORE, effective June 1, 1997, Cleveland-Cliffs and the
Trustee hereby amend the Agreement to provide as follows:

          1. The second sentence of Section 1(b) of the Agreement is hereby
amended to read as follows:

          "The term "Change of Control" shall mean the occurrence of any of the
          following events:

               (i) Cleveland-Cliffs shall merge into itself, or be merged or
          consolidated with, another corporation and as a result of such merger
          or consolidation less than 70% of the outstanding voting securities of
          the surviving or resulting corporation shall be owned in the aggregate
          by the former shareholders of Cleveland-Cliffs as the





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          same have existed immediately prior to such merger or consolidation;

               (ii) Cleveland-Cliffs shall sell or otherwise transfer all or
          substantially all of its assets to any other corporation or other
          legal person, and immediately after such sale or transfer less than
          70% of the combined voting power of the outstanding voting securities
          of such corporation or person is held in the aggregate by the former
          shareholders of Cleveland-Cliffs as the same shall have existed
          immediately prior to such sale or transfer;

               (iii) A person, within the meaning of Section 3(a)(9) or of
          Section 13(d)(3) (as in effect on the date hereof) of the Securities
          Exchange Act of 1934, shall become the beneficial owner (as defined in
          Rule 13d-3 of the Securities and Exchange Commission pursuant to the
          Securities Exchange Act of 1934) of 30% or more of the outstanding
          voting securities of Cleveland-Cliffs (whether directly or
          indirectly); or

               (iv) During any period of three consecutive years, individuals
          who at the beginning of any such period constitute the Board of
          Directors of Cleveland-Cliffs cease,

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          for any reason, to constitute at least a majority thereof, unless the
          election, or the nomination for election by the shareholders of
          Cleveland-Cliffs or each director first elected during any such period
          was approved by a vote of at least one-third of the directors of
          Cleveland-Cliffs who are directors of the Company on the date of the
          beginning of any such period."

          IN WITNESS WHEREOF, Cleveland-Cliffs and the Trustee have executed
this Third Amendment at Cleveland, Ohio, this 23rd day of May, 1997.


                                     CLEVELAND-CLIFFS INC



                                     By: /s/ R.F. Novak
                                        ----------------------------
                                       Title: V.P. - H.R.
                                             -----------------------

                                     KEYTRUST COMPANY OF OHIO, N.A.,


                                     By: /s/ Kelley Clark
                                        ----------------------------
                                       Title: VP
                                             -----------------------
                                     and

                                     By: /s/ J. A. Radazzo
                                        ----------------------------
                                       Title: VP
                                             -----------------------






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