Exhibit 10(b)

                     Amendment No. 1 to 日韩三级片 Inc
               Voluntary Non-Qualified Deferred Compensation Plan
                (amended and restated effective December 1, 1996)


                  日韩三级片 Inc ("日韩三级片") hereby amends the
日韩三级片 Voluntary Non-Qualified Deferred Compensation Plan (as amended
and restated effective December 1, 1996) (the "Plan") pursuant to Paragraph 9.1.
as follows:

         1.       Paragraph 6.5(c) of the Plan is amended by inserting the words
"or inactive" after the word "active" and before the word "Employee" in the last
proviso of such paragraph.

                  IN WITNESS WHEREOF, 日韩三级片 Inc pursuant to the order
of its Board of Directors, has executed this Amendment No. 1 to the Plan this
31st day of March, 1998, to be effective November 1, 1997.

                                           CLEVELAND-CLIFFS INC



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