<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>r8k082504exhibit3.txt
<DESCRIPTION>ALLETE BYLAWS AS AMENDED 8-24-2004
<TEXT>
<PAGE>
                                                                       EXHIBIT 3





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


                                    BYLAWS OF

                                  ALLETE, INC.

                      As Amended Effective August 24, 2004


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<PAGE>

                                            As Amended Effective August 24, 2004

                                    BYLAWS OF
                                  ALLETE, INC.

     Section 1. The annual meeting of the  shareholders of this  Corporation for
the election of Directors and the transaction of such other  corporate  business
as may  properly  come  before  such  meeting  shall be held at a time and place
anywhere  within or without the State of Minnesota as may be  designated  by the
Board of  Directors  on the  second  Tuesday  of May in each year after the year
1923,  unless such day is a legal  holiday,  in which case such meeting shall be
held on the next day thereafter which is not a legal holiday or a Sunday.

     Section 2. Special  meetings of the shareholders of this Corporation may be
called for any purpose or purposes at any time by the Chairman of the Board,  by
the President, by the Board of Directors or any two or more members thereof, the
Executive  Committee,  or, in the manner  hereinafter  provided,  by one or more
shareholders  as  permitted  under  Minnesota  law.  The  place of such  special
meetings  shall be at the  registered  office  of this  Corporation  in  Duluth,
Minnesota, or at such other place in Duluth as the Directors may determine.

     Upon request in writing,  by registered  mail or delivered in person to the
Chairman of the Board,  the President,  a  Vice-President  or Secretary,  by any
person or persons  entitled to call a meeting of  shareholders,  it shall be the
duty of such officer  forthwith to cause notice to be given to the  shareholders
entitled  to vote of a meeting to be held at such time as such  officer may fix,
not less than ninety (90) days after the receipt of such request. If such notice
shall not be given within sixty (60) days after  delivery or the date of mailing
of such request,  the person or persons  requesting the meeting may fix the time
of meeting and give notice in the manner hereinafter provided.

                                       2

<PAGE>

                                            As Amended Effective August 24, 2004

     Notice of special meetings shall state the time, place and purpose thereof.

     Section 3. Notice of every meeting of  shareholders  shall be mailed by the
Secretary or the officer or other person performing the Secretary's  duties, not
more than sixty (60) days and not less than ten (10) days before the meeting, to
each  shareholder of record  entitled to vote, at his or her post office address
as shown by this Corporation's records; provided, however, that if a shareholder
waives notice thereof before, at, or after the meeting, notice of the meeting to
such shareholder is unnecessary.  It shall not be necessary to publish notice of
any meeting of shareholders.

     No business may be transacted at an annual meeting of  shareholders,  other
than  business  that is either (a)  specified  in the notice of meeting  (or any
supplement  thereto)  given by or at the direction of the Board of Directors (or
any duly authorized  committee  thereof),  (b) otherwise properly brought before
the annual meeting by or at the direction of the Board of Directors (or any duly
authorized  committee  thereof),  or (c) otherwise  properly  brought before the
annual meeting by any shareholder of the Corporation (i) who is a shareholder of
record on the date of the giving of the notice  provided  for in this  Section 3
and on the record date for the determination of shareholders  entitled to notice
of and to vote at such  annual  meeting  and (ii) who  complies  with the notice
procedures set forth in this Section 3.

     Except as provided by Securities and Exchange Commission Rule 14a-8, and in
addition  to any other  applicable  requirements,  for  business  to be properly
brought before an annual meeting by a shareholder,  such  shareholder  must have
given  timely  notice  thereof in proper  written  form to the  Secretary of the
Corporation.

                                       3

<PAGE>

                                            As Amended Effective August 24, 2004

     To be timely, a shareholder's  notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than ninety (90) days nor more than one hundred  twenty (120) days prior to
the   anniversary   date  of  the  immediately   preceding   annual  meeting  of
shareholders;  provided,  however,  that in the event that the annual meeting is
called for a date that is not within  twenty-five (25) days before or after such
anniversary  date,  notice by the  shareholder  in order to be timely must be so
received not later than the close of business on the tenth (10th) day  following
the day on which  such  notice of the date of the annual  meeting  was mailed or
such public  disclosure  of the date of the annual  meeting was made,  whichever
first occurs.

     To be in proper written form, a shareholder's  notice to the Secretary must
set forth as to each matter such shareholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual  meeting  and the  reasons  for  conducting  such  business at the annual
meeting,  (ii) the name and record address of such shareholder,  (iii) the class
or series  and number of shares of capital  stock of the  Corporation  which are
owned  beneficially or of record by such shareholder,  (iv) a description of all
arrangements or understandings  between such shareholder and any other person or
persons (including their names) in connection with the proposal of such business
by such  shareholder  and any  material  interest  of such  shareholder  in such
business and (v) a  representation  that such  shareholder  intends to appear in
person or by proxy at the  annual  meeting  to bring  such  business  before the
meeting.

                                       4

<PAGE>

                                            As Amended Effective August 24, 2004

     No business shall be conducted at the annual meeting of shareholders except
business brought before the annual meeting in accordance with the procedures set
forth in this  Section  3;  provided,  however,  that,  once  business  has been
properly  brought before the annual meeting in accordance with such  procedures,
nothing  in this  Section  3 shall  be  deemed  to  preclude  discussion  by any
shareholder  of  any  such  business.  If  the  Chairman  of an  annual  meeting
determines  that business was not properly  brought before the annual meeting in
accordance  with the  foregoing  procedures,  the Chairman  shall declare to the
meeting that the business was not properly  brought  before the meeting and such
business shall not be transacted.

     Section 4. The  presence in person or by proxy of the holders of a majority
of the shares entitled to vote at any meeting shall  constitute a quorum for the
transaction  of  business.  In the  absence  of a  quorum,  any  meeting  may be
adjourned from time to time.

     Section 5.  Meetings  of the  shareholders  shall be  presided  over by the
Chairman of the Board, if there be a Chairman of the Board present, otherwise by
the President,  or, if the President is not present, by a Vice-President,  or if
neither the  President  nor a  Vice-President  is  present,  by a Chairman to be
elected at the meeting. The Secretary of this Corporation shall act as Secretary
of such meetings, if present.

     Section 6.  Subject to the  provisions  of Article  III of the  Articles of
Incorporation as amended, each shareholder entitled to vote shall be entitled to
one vote for each share of voting stock held by the shareholder and may vote and
otherwise act in person or by proxy at each meeting of shareholders.

                                       5

<PAGE>

                                            As Amended Effective August 24, 2004

     Section  7.  Any  unissued  stock  of this  Corporation,  not or  hereafter
authorized,  may be issued and disposed of by the Board of Directors at any time
and from time to time, to such persons,  firms,  corporations  or  associations,
upon such terms and for such consideration as the Board of Directors may, in its
discretion,  determine,  except as may be limited by law or by the  Articles  of
Incorporation  of this  Corporation.  Shares of the  Corporation's  stock may be
certificated or uncertificated, as provided under Minnesota law. Certificates of
stock shall be of such form and device as the Board of Directors may elect,  and
shall  be  signed  by  the  Chairman  of  the  Board  or  the   President  or  a
Vice-President  and the Treasurer or an Assistant  Treasurer or the Secretary or
an Assistant Secretary of this Corporation,  but when a certificate is signed by
a Transfer  Agent or Registrar the signature of any such  corporate  officer and
the corporate seal, if any, upon such certificate may be facsimiles, engraved or
printed.

     Section  8.  The  stock  of  this  Corporation  shall  be  transferable  or
assignable  on the  books of this  Corporation  by the  holders  in person or by
attorney,  and in the case of stock represented by a certificate on surrender of
the  certificates  therefor.  The Board of  Directors  may  appoint  one or more
transfer  agents and  registrars of the stock.  The Board of Directors may fix a
time not exceeding sixty (60) days and not less than ten (10) days preceding the
date of any meeting of shareholders as the record date for the  determination of
the shareholders  entitled to notice of and to vote at such meeting, and in such
case  only  shareholders  of  record  on  the  date  so  fixed  or  their  legal
representatives  shall be  entitled  to notice  of and to vote at such  meeting,
notwithstanding any transfer of any shares on the books of the Corporation after
any  record  date so fixed.  The Board of  Directors  may close the books of the
Corporation  against  transfer  of shares  during  the whole or any part of such
period.

                                       6

<PAGE>

                                            As Amended Effective August 24, 2004

     Section 9.  Subject to the  provisions  of Article  III of the  Articles of
Incorporation of this Corporation,  (1) the management of this Corporation shall
be vested in a Board of Directors,  the number of which shall be fixed from time
to time exclusively by the Board of Directors  pursuant to a resolution  adopted
by affirmative vote of the majority of the Disinterested  Directors,  as defined
in Article VII of the  Articles of  Incorporation,  but the number of  Directors
shall be no less than nine (9) and no greater than fifteen (15), but no decrease
shall  have  the  effect  of  shortening  the  term of any  incumbent  Director.
Directors shall be elected  annually by the shareholders by ballot by a majority
of all the  outstanding  stock  entitled  to vote,  to hold  office  until their
successors  are elected and qualify;  (2) subject to any rights then existing by
applicable  law with  respect to  cumulative  voting,  the  shareholders  at any
meeting by a majority vote of all the outstanding  stock entitled to vote, at an
election of Directors, may remove any Director and fill the vacancy; (3) subject
to the  rights of the  holders  of any  class or series of the then  outstanding
shares of voting capital stock of this Corporation,  newly created directorships
resulting  from  an  increase  in the  authorized  number  of  Directors  or any
vacancies  in  the  Board  of  Directors  resulting  from  death,   resignation,
retirement,  disqualification,  removal from office or other cause may be filled
only  by the  shareholders  or by the  affirmative  vote  of a  majority  of the
Disinterested Directors then in office,  although less than a quorum.  Directors
so elected  shall hold office for a term expiring at the time of the next annual
election of Directors by the  shareholders  and until their  successors are duly
elected and qualify.

     The Board of Directors,  as soon as may be after the election in each year,
shall  elect from their  number a Chairman  of the Board and shall  elect one of
their number President of the  Corporation,  one of whom shall be designated the
Chief  Executive  Officer of the  Corporation,  and

                                       7

<PAGE>

                                            As Amended Effective August 24, 2004

shall also elect one or more Vice-President, a Secretary and Treasurer and shall
from time to time appoint such other officers as they may deem proper.  The same
person  may  hold  more  than  one  office,   except  those  of  President   and
Vice-President.  The Board of Directors also may  designate,  from time to time,
former  Directors of this Corporation as Directors  Emeritus,  in recognition of
their long and faithful service to this  Corporation.  Directors  Emeritus shall
have no duties or  responsibilities  in  connection  with the  management of the
Corporation.

     The officers of the Corporation  shall have such powers and duties,  except
as modified by the Board of  Directors,  as generally  pertain to their  offices
respectively,  as well as such  powers  and  duties  as from time to time may be
conferred upon them by the Board of Directors.

     The Board of Directors may, by unanimous  affirmative  action of the entire
Board,  designate  two or  more of  their  number  to  constitute  an  Executive
Committee which, to the extent determined by unanimous affirmative action of the
entire  Board,  shall  have  and  exercise  the  authority  of the  Board in the
management  of the  business  of the  Corporation,  except  the  power  to  fill
vacancies  in the  Board  and the  power to  change  the  membership  of or fill
vacancies in said Committee.  Any such Executive Committee shall act only in the
interval  between  meetings  of the Board,  and shall be subject at all times to
control and direction of the Board.  By unanimous vote, the Board shall have the
power  at any  time to  change  the  membership  of such  Committee  and to fill
vacancies in it. The Executive  Committee may make such rules for the conduct of
its business and may appoint such Chairman and  committees  and assistants as it
may deem necessary. A majority of the members of said Committee shall constitute
a quorum.

                                       8

<PAGE>

                                            As Amended Effective August 24, 2004

     Only persons who are nominated in accordance with the following  procedures
shall be eligible for election as directors of the Corporation, except as may be
otherwise provided in the Articles of Incorporation with respect to the right of
holders of preferred  stock of the Corporation to nominate and elect a specified
number of  directors  in  certain  circumstances.  Nominations  of  persons  for
election  to the  Board  of  Directors  may be made  at any  annual  meeting  of
shareholders,  or at any special meeting of shareholders  called for the purpose
of electing directors,  (a) by or at the direction of the Board of Directors (or
any  duly  authorized  committee  thereof)  or  (b) by  any  shareholder  of the
Corporation  (i) who is a shareholder of record on the date of the giving of the
notice  provided  for  in  this  Section  9 and  on  the  record  date  for  the
determination of shareholders  entitled to notice of and to vote at such meeting
and (ii) who complies with the notice procedures set forth in this Section 9.

     In addition to any other  applicable  requirements,  for a nomination to be
made by a shareholder, such shareholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.

     To be timely, a shareholder's  notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation (a)
in the case of an annual  meeting,  not less than ninety (90) days nor more than
one hundred twenty (120) days prior to the  anniversary  date of the immediately
preceding annual meeting of shareholders;  PROVIDED,  HOWEVER, that in the event
that the annual meeting is called for a date that is not within twenty-five (25)
days before or after such anniversary  date,  notice by the shareholder in order
to be timely  must be so  received  not later than the close of  business on the
tenth  (10th) day  following  the date on which  such  notice of the date of the
annual meeting was mailed or such public disclosure of the dateof the

                                       9

<PAGE>

                                            As Amended Effective August 24, 2004

annual  meeting  was  made,  whichever  first  occurs;  and (b) in the case of a
special  meeting of shareholders  called for the purpose of electing  directors,
not later than the close of business on the tenth (10th) day  following  the day
on  which  notice  of the date of the  special  meeting  was  mailed  or  public
disclosure of the date of the special meeting was made, whichever first occurs.

     To be in proper written form, a shareholder's  notice to the Secretary must
set forth (a) as to each person whom the  shareholder  proposes to nominate  for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal  occupation or employment of the person, (iii)
the class or series  and number of shares of  capital  stock of the  Corporation
which are owned  beneficially  or of  record  by the  person  and (iv) any other
information  relating to the person that would be required to be  disclosed in a
proxy  statement  or  other  filings  required  to be  made in  connection  with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the shareholder giving the
notice (i) the name and record  address of such  shareholder,  (ii) the class or
series and number of shares of capital stock of the Corporation  which are owned
beneficially  or of  record  by such  shareholder,  (iii) a  description  of all
arrangements  or  understandings  between  such  shareholder  and each  proposed
nominee and any other  person or persons  (including  their  names)  pursuant to
which  the  nomination(s)   are  to  be  made  by  such   shareholder,   (iv)  a
representation  that such shareholder intends to appear in person or by proxy at
the  meeting  to  nominate  the  persons  named in its  notice and (v) any other
information  relating to such shareholder that would be required to be disclosed
in a proxy  statement or other filings  required to be made in

                                       10

<PAGE>

                                            As Amended Effective August 24, 2004

connection with  solicitations of proxies for election of directors  pursuant to
Section  14 of the  Exchange  Act  and the  rules  and  regulations  promulgated
thereunder.  Such  notice  must be  accompanied  by a  written  consent  of each
proposed  nominee  to being  named as a nominee  and to serve as a  director  if
elected.

     No person shall be eligible  for election as a director of the  Corporation
unless  nominated in accordance with the procedures set forth in this Section 9.
If the  Chairman of the meeting  determines  that a  nomination  was not made in
accordance  with the  foregoing  procedures,  the Chairman  shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.

     Section 10.  Meetings of the Board of Directors  shall be held at the times
fixed by resolution of the Board, or upon call of the Chairman of the Board, the
President, or a Vice-President,  or any two Directors.  The Secretary or officer
performing  his or her duties  shall give two days'  notice of all  meetings  of
Directors,  provided that a meeting may be held without notice immediately after
the annual  election,  and notice need not be given of regular  meetings held at
times fixed by resolution of the Board. Meetings may be held at any time without
notice  if all of the  Directors  are  present,  or if those not  present  waive
notice,  either  before or after the  meeting.  Notice by  mailing  to the usual
business  or  residence  address  of the  Director  not less than the time above
specified before the meeting shall be sufficient.  A majority of the Board shall
constitute  a quorum.  Less than such a quorum  shall have power to adjourn  any
meeting from time to time without notice.

     Section 11. Any and all officers of this Corporation may be required at any
time to give bonds for the  faithful  discharge  of their

                                       11

<PAGE>

                                            As Amended Effective August 24, 2004


duties in such sum, or sums, and with such  sureties,  as the Board of Directors
may determine.

     Section  12.  The term of  office of all  officers  shall be until the next
election of  Directors  and until  their  respective  successors  are chosen and
qualify,  but any officer may be removed from office at any time by the Board of
Directors,  unless  otherwise  agreed by agreement in writing duly authorized by
the Board of Directors; and no agreement for the employment of any officer for a
longer period than one year shall be so authorized.

     Section  13. The  officers of this  Corporation  shall have such powers and
duties as  generally  pertain to their  offices,  respectively,  as well as such
powers and duties as from time to time shall be conferred upon them by the Board
of Directors or the Executive Committee.

     In case any officer of the  Corporation  who shall have signed any bonds or
certificates  of stock  heretofore or hereafter  issued by the  Corporation,  or
attested the seal  thereon,  or whose  facsimile  signature  appears on any bond
coupon or stock  certificates  shall cease to be such officer of the Corporation
before  the bonds or stock  certificates  so signed  or sealed  shall  have been
authenticated,   delivered   or  issued,   such  bonds  or  stock   certificates
nevertheless may be  authenticated,  delivered or issued with the same force and
effect as though the person or persons who had signed same or attested  the seal
thereon, or whose facsimile signature appears thereon, had not ceased to be such
officer of the Corporation.

     The  Corporation  shall  reimburse  or  indemnify  each  present and future
Director and officer of the  Corporation  (and his or her heirs,  executors  and
administrators) for or against all expenses reasonably incurred by such Director
or officer in connection  with or arising out of

                                       12

<PAGE>

                                            As Amended Effective August 24, 2004

any action, suit or proceeding in which such Director or officer may be involved
by reason of being or having been a Director or officer of the Corporation. Such
indemnification for reasonable expenses is to be to the fullest extent permitted
by the Minnesota  Business  Corporation Act, Minnesota Statutes Chapter 302A. By
affirmative  vote of the Board of  Directors  or with  written  approval  of the
Chairman and Chief Executive Officer,  such  indemnification  may be extended to
include  agents  and  employees  who  are  not  Directors  or  officers  of  the
Corporation, but who would otherwise be indemnified for acts and omissions under
Chapter  302A of the  Minnesota  Business  Corporation  Act,  if such  agent  or
employee were an officer of the Corporation.

     Reasonable  expenses  may  include  reimbursement  of  attorneys'  fees and
disbursements,  including  those  incurred  by a person  in  connection  with an
appearance as a witness.

     Upon written  request to the  Corporation  and approval by the Chairman and
Chief Executive Officer, an agent or employee for whom  indemnification has been
extended,  or an officer or  Director  may  receive  an advance  for  reasonable
expenses if such agent,  employee,  officer or Director is made or threatened to
be made a party to a proceeding involving a matter for which  indemnification is
believed to be available under Minnesota Statutes Chapter 302A.

     The  foregoing  rights  shall not be exclusive of other rights to which any
Director or officer may otherwise be entitled and shall be available  whether or
not the Director or officer continues to be a Director or officer at the time of
incurring such expenses and liabilities.

     Section 14. A Director of this Corporation shall not be disqualified by his
or her office  from  dealing or  contracting  with this  Corporation,

                                       13

<PAGE>

                                            As Amended Effective August 24, 2004

either as vendor,  purchaser or otherwise, nor shall any transaction or contract
of this Corporation be void or voidable by reason of the fact that any Director,
or any firm of which any Director is a member,  or any  corporation of which any
Director  is a  shareholder  or  director,  is in any  way  interested  in  such
transaction or contract,  provided that such transaction or contract is or shall
be authorized, ratified or approved either (1) by vote of a majority of a quorum
of the Board of Directors or of the  Executive  Committee,  without  counting in
such majority of quorum any Director so interested,  or being a member of a firm
so interested,  or shareholder or a director of a corporation so interested,  or
(2) by vote at a  shareholders'  meeting of the holders of a majority of all the
outstanding  shares of the stock of this  Corporation  entitled to vote, or by a
writing or writings signed by a majority of such holders, nor shall any Director
be liable to account to this Corporation for any profit realized by the Director
from or through any  transaction  or contract of this  Corporation,  authorized,
ratified or approved as aforesaid,  by reason of the fact that the Director,  or
any firm of which the  Director  is a member,  or any  corporation  of which the
Director is a shareholder  or director,  was  interested in such  transaction or
contract;  provided  however,  that this  Corporation  shall not lend any of its
assets to any of its officers or Directors,  nor to any of its  shareholders  on
the  security of its own  shares.  Nothing  herein  contained  shall  create any
liability  in  the  events  above   described  or  prevent  the   authorization,
ratification  or approval of such contracts or  transactions in any other manner
provided by law.

     Section 15. The Board of Directors is authorized to select such  depository
or depositories as they shall deem proper for the funds of this Corporation. All
checks and drafts against such deposited  funds shall be signed by persons to be
specified by the Chairman of the Board, by the

                                       14

<PAGE>

                                            As Amended Effective August 24, 2004

President or a  Vice-President  of the  Corporation  with the concurrence of its
Treasurer.

     Section  16.  The Board of  Directors  shall have  power to  authorize  the
payment of  compensation  to the  Directors  for  services to this  Corporation,
including  fees for  attendance  at meetings of the Board of  Directors,  and to
determine the amount of such compensation and fees.

     Section 17. The corporate seal of this Corporation shall be in such form as
the Board of Directors shall prescribe.

     Section 18. The  shareholders may alter or amend these Bylaws by a majority
vote of all the outstanding  stock of this  Corporation  entitled to vote at any
meeting duly held as above provided,  the notice of which includes notice of the
proposed alteration or amendment. The Board of Directors may also alter or amend
these  Bylaws  at any time by  affirmative  vote of a  majority  of the Board of
Directors given at a duly convened meeting of the Board of Directors, the notice
of which includes notice of the proposed alteration or amendment, subject to the
power of the  shareholders  to change or repeal such Bylaws;  provided  that the
Board of  Directors  shall not make or alter any  Bylaws  fixing  their  number,
qualifications,  classifications,  or term of office,  or changing the number of
shares required to constitute a quorum for a shareholders' meeting.

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

     The  undersigned,  Secretary of ALLETE,  Inc., does hereby certify that the
foregoing is a correct and complete copy of the Bylaws of ALLETE, Inc. effective
as of August 24, 2004.

                                                  /s/ Deborah A. Amberg
                                        ----------------------------------------
                                                          Secretary

                                       15

</TEXT>
</DOCUMENT>
