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<TYPE>8-K
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<FILENAME>r8k082504.txt
<DESCRIPTION>8-K
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549





                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



       Date of Report (Date of Earliest Event Reported) - AUGUST 24, 2004




                                  ALLETE, INC.
              (Exact name of Registrant as specified in it charter)

       MINNESOTA                     1-3548                       41-0418150
(State of Incorporation)    (Commission File Number)            (IRS Employer
                                                             Identification No.)


                             30 WEST SUPERIOR STREET
                          DULUTH, MINNESOTA 55802-2093
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (218) 279-5000
              (Registrant's telephone number, including area code)





Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

/ /  Written  communications  pursuant  to Rule 425 under the Securities Act (17
     CFR 230.425)
/ /  Soliciting material pursuant  to Rule 14a-12(b) under the  Exchange Act (17
     CFR 240.14a-12(b))
/ /  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))
/ /  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 5.02  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
           APPOINTMENT OF PRINCIPAL OFFICERS

On August 24, 2004 Donald J.  Shippar and Heidi J. Eddins were  elected to serve
on ALLETE, Inc.'s (ALLETE or Company) Board of Directors beginning September 21,
2004. Mr.  Shippar and Ms. Eddins will serve as directors  until the 2005 Annual
Meeting of Shareholders of the Company. As previously  anticipated in connection
with the spin-off of ADESA,  Inc.  (ADESA),  David G. Gartzke  resigned from his
positions as director and  chairman of the Board of ALLETE  effective  September
20, 2004. Wynn V. Bussmann,  Dennis O. Green, Donald C. Wegmiller and Deborah L.
Weinstein  also resigned from their  positions as directors of ALLETE  effective
September 20, 2004. Mr. Gartzke, Mr. Bussmann,  Mr. Green, Mr. Wegmiller and Ms.
Weinstein will all serve on ADESA's Board of Directors.

Mr. Shippar,  55, is currently  president and chief executive officer of ALLETE.
Ms. Eddins,  48, is executive vice  president,  secretary and general counsel of
Florida East Coast Industries,  Inc., which owns,  develops,  leases and manages
commercial and industrial  properties,  and owns and operates a regional freight
railroad along the east coast of Florida. It is anticipated that Ms. Eddins will
be named to serve on the compensation committee.

ITEM 5.03  AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
           YEAR

Effective  July 20, 2004 ALLETE's Board of Directors  adopted  amendments to the
Company's  bylaws to  include  shareholder  nomination  procedures  and  advance
notice.

Under the bylaws,  as amended,  nominations of persons for election to the Board
of  Directors  must be made by either  the Board of  Directors  (or a  committee
thereof) or by a shareholder  entitled to vote who has delivered  written notice
to the Company's  Secretary  (containing  certain  information  specified in the
bylaws about the shareholder and the proposed nominee) not less than 90 nor more
than 120 days prior to the first  anniversary  of the  preceding  year's  annual
meeting of shareholders.  The bylaws provide alternative deadlines if the annual
meeting  is called  for a date that is not  within 25 days  before or after such
anniversary date or in the case of a special meeting of shareholders.

Under the bylaws, as amended, no business may be transacted at an annual meeting
of  shareholders  unless it is  specified  in the  notice of the  meeting  or is
otherwise  brought  before the  meeting by or at the  direction  of the Board of
Directors (or a committee thereof) or by a shareholder  entitled to vote who has
delivered  written  notice  to  the  Company's  Secretary   (containing  certain
information  specified  in the bylaws  about the  shareholder  and the  proposed
action)  not less than 90 nor more than 120 days prior to the first  anniversary
of the  preceding  year's annual  meeting of  shareholders.  The bylaws  provide
alternative  deadlines  if the  annual  meeting is called for a date that is not
within 25 days before or after such anniversary date.

On August 24, 2004  ALLETE's  Board of  Directors  adopted an  amendment  to the
Company's  bylaws,  which  clarifies  that the  notice  required  to be given by
shareholders  in order to raise an issue at a meeting of the  shareholders of at
least 60 days and no more than 90 days prior to the date of such meeting applies
to the extent not otherwise  provided by Rule 14a-8 of the rules and regulations
of the Securities and Exchange Commission.

                     ALLETE Form 8-K dated August 25, 2004                     1

<PAGE>

ITEM 5.04  TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE
           BENEFIT PLANS

ALLETE  provided a notice dated August 25, 2004 to its  directors  and executive
officers  informing them that a blackout period will be in effect beginning 3:00
p.m.  (Central  Time) on September 10, 2004 through not later than September 23,
2004  (unless   extended)   restricting  them  from,   directly  or  indirectly,
purchasing,  acquiring,  exercising,  selling or otherwise  transferring certain
equity securities of the Company.  The notice was provided to ALLETE's directors
and executive  officers in accordance with Section 306 of the Sarbanes-Oxley Act
of 2002 and Rule 104 of Regulation BTR, "Blackout Trading Restriction."

With  respect to the notice  required by Section  101(i)(2)(E)  of the  Employee
Retirement  Income Security Act of 1974, the issuer ALLETE is also the Minnesota
Power  and  Affiliated  Companies Retirement Savings  and  Stock Ownership  Plan
administrator.  Therefore, the notice to directors and officers required by Rule
104 of Regulation BTR has been provided in accordance with Rule  104(b)(2)(i)(B)
of Regulation BTR.

A copy of the notice is attached as Exhibit 99(a) to this Current Report on Form
8-K and is incorporated herein by reference.

ITEM 7.01  REGULATION FD DISCLOSURE

On August 24,  2004  ALLETE  sent a letter  and  communication  material  to its
shareholders regarding the spin-off of the Company's majority-owned  subsidiary,
ADESA,  and the  one-for-three  reverse stock split (as more fully  described in
Item 8.01 and Exhibit 99(b) of this Current  Report on Form 8-K).  Copies of the
letter and  communication  material are attached to this Current  Report on Form
8-K as Exhibit  99(c) and are furnished  pursuant to Regulation  FD. Such letter
and  communication  material included in Exhibit 99(c) attached hereto shall not
be deemed "filed" for purposes of Section 18 of the  Securities  Exchange Act of
1934, nor shall it be deemed  incorporated  by reference in any filing under the
Securities  Act of 1933,  except as shall be  expressly  set  forth by  specific
reference in such filing.

ITEM 8.01  OTHER EVENTS

Reference is made to the 2003 Form 10-K of ALLETE for background  information on
the following  update.  Unless  otherwise  indicated,  cited  references  are to
ALLETE's 2003 Form 10-K.

Ref. Page 11 - Sixth and Tenth Paragraphs
Ref. Page 38 - Fourth Full Paragraph through Tenth Paragraph
Ref. Form 10-Q for the quarter ended March 31, 2004, Page 20 - Last Paragraph
Ref. Form 10-Q for the quarter ended March 31, 2004, Page 21 - First Paragraph
Ref. Form 8-K dated and filed June 16, 2004
Ref. Form 10-Q for the quarter ended June 30, 2004, Page 24 - Last Paragraph

On August 24, 2004 ALLETE's  Board of Directors  declared the effective  date of
the previously announced spin-off of its majority-owned subsidiary, ADESA, to be
September 20, 2004 at 11:59 a.m.  Eastern Time. The spin-off will occur by means
of a distribution to its  shareholders of all of ALLETE's shares of common stock
in  ADESA.  ALLETE  estimates  that  one  share of ADESA  common  stock  will be
distributed for each  outstanding  share of ALLETE common stock. The final ratio
will be fixed after the record date and will be calculated  based upon the ratio
of the number of shares of ADESA common stock to be distributed by ALLETE to the
actual  number of shares of ALLETE  common stock  outstanding  on September  13,
2004, the record date. Additionally,  in connection with the spin-off,  ALLETE's
Board of  Directors  approved a  one-for-three  reverse  stock split of ALLETE's
common stock,  which will become effective  immediately  following the effective
time of the  spin-off,  that is 12:00 p.m.  Eastern Time on September  20, 2004.
ALLETE's August 25, 2004 press release regarding this information is attached as
Exhibit 99(b) to this Current Report on Form 8-K and  incorporated  by reference
herein.

2                    ALLETE Form 8-K dated August 25, 2004

<PAGE>

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements - Not applicable

(b) Pro Forma Financial Information - Not applicable

(c) Exhibits

      Exhibit
      Number
      -------

      3     - Bylaws of ALLETE, Inc., as amended effective August 24, 2004.

      99(a) - Notice of  Blackout Period to Directors and Executive  Officers of
              ALLETE, Inc. dated August 25, 2004.

      99(b) - ALLETE News Release dated August 25, 2004 announcing the declared
              spin-off  date  of ADESA,  Inc., a reverse  stock split and a  new
              dividend projection.


                              --------------------

READERS  ARE  CAUTIONED  THAT  FORWARD-LOOKING  STATEMENTS  SHOULD  BE  READ  IN
CONJUNCTION WITH ALLETE'S DISCLOSURES UNDER THE HEADING:  "SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995" LOCATED ON PAGE 4 OF
THIS FORM 8-K.

                     ALLETE Form 8-K dated August 25, 2004                     3

<PAGE>

                              SAFE HARBOR STATEMENT
           UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995


In  connection  with  the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995,  ALLETE is hereby filing  cautionary  statements
identifying important factors that could cause ALLETE's actual results to differ
materially from those projected in  forward-looking  statements (as such term is
defined in the Private  Securities  Litigation Reform Act of 1995) made by or on
behalf of ALLETE in this  Current  Report  on Form  8-K,  in  presentations,  in
response to questions or otherwise.  Any  statements  that  express,  or involve
discussions as to,  expectations,  beliefs,  plans,  objectives,  assumptions or
future events or performance (often, but not always, through the use of words or
phrases such as "anticipates,"  "believes,"  "estimates,"  "expects," "intends,"
"plans,"   "projects,"   "will  likely   result,"  "will  continue"  or  similar
expressions) are not statements of historical facts and may be forward-looking.

Forward-looking   statements   involve   estimates,   assumptions,   risks   and
uncertainties  and are  qualified  in their  entirety by  reference  to, and are
accompanied by, the following important factors, which are difficult to predict,
contain  uncertainties,  are beyond our control and may cause actual  results or
outcomes  to  differ   materially  from  those   contained  in   forward-looking
statements:

-  ALLETE's  ability  to  successfully   implement  our  strategic   objectives,
   including the completion and impact of the planned spin-off of our Automotive
   Services business;
-  war and acts of terrorism;
-  prevailing  governmental policies and regulatory actions,  including those of
   the United States Congress, Canadian federal government, state and provincial
   legislatures,  the Federal Energy Regulatory Commission, the Minnesota Public
   Utilities  Commission,  the Florida  Public  Service  Commission,  the Public
   Service  Commission  of Wisconsin,  and various  county  regulators  and city
   administrators,  about allowed rates of return, financings, industry and rate
   structure,  acquisition and disposal of assets and facilities,  operation and
   construction  of plant  facilities,  recovery of purchased  power and capital
   investments,  and present or  prospective  wholesale  and retail  competition
   (including but not limited to transmission  costs) as well as vehicle-related
   laws, including vehicle brokerage and auction laws;
-  unanticipated  effects  of  restructuring  initiatives  in the  electric  and
   automotive industries;
-  economic and geographic factors, including political and economic risks;
-  changes in and compliance with environmental and safety laws and policies;
-  weather conditions;
-  natural disasters;
-  market factors affecting supply and demand for used vehicles;
-  wholesale power market conditions;
-  population growth rates and demographic patterns;
-  the effects of  competition,  including  competition for retail and wholesale
   customers, as well as sellers and buyers of vehicles;
-  pricing and transportation of commodities;
-  changes in tax rates or policies or in rates of inflation;
-  unanticipated project delays or changes in project costs;
-  unanticipated changes in operating expenses and capital expenditures;
-  capital market conditions;
-  competition for economic expansion or development opportunities;
-  ALLETE's ability to manage expansion and integrate acquisitions; and
-  the  outcome  of  legal  and  administrative  proceedings  (whether  civil or
   criminal)  and  settlements  that affect the  business and  profitability  of
   ALLETE.

Additional  disclosures  regarding factors that could cause ALLETE's results and
performance to differ from results or performance anticipated by this report are
discussed in Item 7. under the heading  "Factors that May Affect Future Results"
beginning on page 46 of ALLETE's 2003 Form 10-K. Any  forward-looking  statement
speaks only as of the date on which such  statement is made, and we undertake no
obligation  to  update  any  forward-looking  statement  to  reflect  events  or
circumstances  after the date on which that  statement is made or to reflect the
occurrence of unanticipated  events. New factors emerge from time to time and it
is not  possible  for  management  to predict all of these  factors,  nor can it
assess the impact of each of these  factors on the  businesses  of ALLETE or the
extent to which any factor, or combination of factors,  may cause actual results
to differ  materially  from those  contained in any  forward-looking  statement.
Readers are urged to carefully review and consider the various  disclosures made
by ALLETE in its 2003 Form 10-K and in  ALLETE's  other  reports  filed with the
Securities and Exchange  Commission that attempt to advise interested parties of
the factors that may affect ALLETE's business.

4                    ALLETE Form 8-K dated August 25, 2004

<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                                  ALLETE, Inc.



August 25, 2004                                 James K. Vizanko
                               -------------------------------------------------
                                                James K. Vizanko
                               Senior Vice President and Chief Financial Officer



                     ALLETE Form 8-K dated August 25, 2004                     5
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
NUMBER
--------------------------------------------------------------------------------

3     - Bylaws of ALLETE, Inc., as amended effective August 24, 2004.

99(a) - Notice of Blackout Period to Directors and Executive Officers of ALLETE,
        Inc. dated August 25, 2004.

99(b) - ALLETE  News  Release  dated  August 25, 2004  announcing  the  declared
        spin-off date of ADESA,  Inc., a reverse stock split and a  new dividend
        projection.

99(c) - Shareholder communication material dated August 24, 2004.



                     ALLETE Form 8-K dated August 25, 2004

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