8-K

                      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) - JULY 24, 2003







                                  ALLETE, INC.


                             A Minnesota Corporation
                           Commission File No. 1-3548
                   IRS Employer Identification No. 41-0418150
                             30 West Superior Street
                          Duluth, Minnesota 55802-2093
                           Telephone - (218) 279-5000







ITEM 5. OTHER  EVENTS  AND  REGULATION  FD  DISCLOSURE  (ITEM 12.  RESULTS OF
        OPERATIONS AND FINANCIAL CONDITION)

Reference is made to the 2002 Form 10-K of ALLETE,  Inc. (ALLETE) for background
information  on  the  following  updates.  Unless  otherwise  indicated,   cited
references are to ALLETE's 2002 Form 10-K.

On July 24, 2003 ALLETE issued a press release  announcing  second  quarter 2003
earnings  which is attached to this Current Report on Form 8-K as Exhibit 99 and
incorporated herein by reference in its entirety. The information is being filed
pursuant to Item 12. Results of Operations and Financial  Condition and is being
presented  under Item 5. Other Events and Regulation FD Disclosure in accordance
with  interim  guidance  issued by the  Securities  and Exchange  Commission  in
Release  Nos.  33-8216 and  34-47583.  This  information,  including  Exhibit 99
attached  hereto,  shall be deemed  "filed"  for  purposes  of Section 18 of the
Securities  Act of 1934,  and shall 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.

Ref. Page 19. - Last Paragraph
Ref. Page 40. - Third Full Paragraph
Ref. Page 68. - Second Paragraph
Ref. Form 8-K dated March 7, 2003 and filed March 10, 2003
Ref. Form 8-K dated and filed March 14, 2003
Ref. 10-Q for the quarter ended March 31, 2003, Page 21. - Third Paragraph

On July 24, 2003 Florida Water Services  Corporation  (Florida  Water), a wholly
owned  subsidiary  of ALLETE,  signed a purchase  agreement to sell seven of its
Florida water and  wastewater  systems to  governmental  entities in Florida for
$296 million  payable at closing.  The  transaction  will result in an after-tax
gain of $55 million. The water and wastewater systems in this purchase agreement
represent  approximately  two-thirds of Florida Water's assets and include those
systems serving the counties of Osceola,  Hernando,  Citrus, Lee, and Charlotte,
and the  communities  of Marco Island and Palm Coast.  The cash  proceeds  after
transaction costs,  retirement of Florida Water debt and payment of income taxes
are  estimated at $158 million,  and will be used to retire debt at ALLETE.  The
sale is expected  to close by the end of 2003  pending  satisfaction  of certain
contingencies and regulatory  approvals in Florida.  Florida Water will continue
to seek buyers for its  remaining  water  systems.  If  interested  governmental
entities  cannot be found,  the  remaining  systems are expected to be sold to a
private buyer.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a) Financial Statements - Not applicable

(b) Pro Forma Financial Information - Not applicable

(c) Exhibits

    Exhibit
    Number
    -------

     99 - ALLETE News Release dated July 24, 2003 announcing 2003 second quarter
          earnings.



                      ALLETE Form 8-K dated July 24, 2003                      1



                              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 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 the  control of ALLETE and may cause  actual
results or outcomes to differ materially from those contained in forward-looking
statements:

     -  war and acts of terrorism;

     -  prevailing governmental policies and regulatory actions, including those
        of the United States Congress,  state  legislatures,  the Federal Energy
        Regulatory  Commission,  the Minnesota Public Utilities Commission,  the
        Florida  Public  Service   Commission,   the  North  Carolina  Utilities
        Commission,  the Public  Service  Commission  of  Wisconsin  and various
        county regulators,  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 general  vehicle-related  laws,  including vehicle brokerage and
        auction laws;

     -  unanticipated  impacts  of  restructuring  initiatives  in the  electric
        industry;

     -  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 the  competition  for retail and
        wholesale customers, as well as suppliers and purchasers 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 recent  acquisitions;
        and

     -  the outcome of legal and  administrative  proceedings  (whether civil or
        criminal) and settlements that affect the business and  profitability of
        ALLETE.

Any forward-looking statement speaks only as of the date on which that statement
is made,  and ALLETE  undertakes  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 those  factors,  nor can it assess  the  impact of each of those
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.

2                     ALLETE Form 8-K dated July 24, 2003



                                   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.





July 24, 2003                                James K. Vizanko
                           -----------------------------------------------------
                                             James K. Vizanko
                                  Vice President, Chief Financial Officer
                                               and Treasurer



                      ALLETE Form 8-K dated July 24, 2003                      3



                                  EXHIBIT INDEX

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

  99 - ALLETE  News  Release  dated July 24, 2003 announcing 2003 second quarter
       earnings.



                      ALLETE Form 8-K dated July 24, 2003

EX-99

[ALLETE LOGO]                                                         EXHIBIT 99

                                                 For Release:  July 24, 2003
                                                 CONTACT:      Eric Olson
                                                               218-723-3947
                                                               eolson@allete.com

                                                 INVESTOR      Tim Thorp
                                                 CONTACT:      218-723-3953
                                                               tthorp@allete.com
NEWS

         ALLETE REPORTS SECOND-QUARTER NET INCOME GROWTH OF 14 PERCENT
         -------------------------------------------------------------

DULUTH, Minn.-- ALLETE, Inc. (NYSE: ALE) today reported second quarter 2003
earnings of 53 cents per share, compared with 47 cents per share in the second
quarter of 2002. Net income rose 14 percent to $44.4 million on revenue of
$409.9 million compared with $38.8 million of net income on $375.9 million of
revenue in the second quarter of 2002.

"We are pleased with the overall financial results for the quarter," said Dave
Gartzke, ALLETE Chairman, President and CEO. "We remain confident that our total
year performance expectations will be achieved."

Net income at AUTOMOTIVE SERVICES was $34.1 million in the second quarter of
2003, an increase of 14 percent over the same time period last year. This was
due to increased vehicle sales and improved conversion rates at ADESA's U.S.
auctions, and lower interest expense. Conversion rates are the percentage of
vehicles sold from those that were run through the auction lanes. Year-to-date
earnings at Automotive Services were up 11 percent over the same period last
year.

ENERGY SERVICES net income was $6.8 million in the quarter compared with $9.7
million for the second quarter of 2002. The decrease was mainly due to the
required recognition in 2002 of a $2.8 million mark-to-market accounting gain on
the Kendall County power purchase agreement. Certain mark-to-market accounting
rules were rescinded late in 2002, and this $2.8 million gain was reversed in
the fourth quarter. Excluding this accounting entry, results in the second
quarter of 2003 were similar to the same time period of 2002.

Strong real estate sales at ALLETE Properties contributed to the $2.2 million
increase in net income from INVESTMENTS AND CORPORATE CHARGES. Results from
DISCONTINUED OPERATIONS were higher than in 2002 when ALLETE recorded exit
charges relating to its vehicle transport businesses.

ALLETE's corporate headquarters are located in Duluth, Minnesota. ALLETE's
holdings include ADESA, the second largest wholesale vehicle auction network in
North America; AFC, the leading provider of independent auto dealer financing;
Minnesota Power, a low-cost electric utility that serves some of the largest
industrial customers in the United States; and significant real estate holdings
in Florida. For more information about ALLETE, visit the company's Web site at
www.allete.com.
- --------------

THE STATEMENTS CONTAINED IN THIS RELEASE AND STATEMENTS THAT ALLETE MAY MAKE
ORALLY IN CONNECTION WITH THIS RELEASE THAT ARE NOT HISTORICAL FACTS, ARE
FORWARD-LOOKING STATEMENTS. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
PROJECTED IN THE FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES AND INVESTORS ARE DIRECTED TO THE RISKS
DISCUSSED IN DOCUMENTS FILED BY ALLETE WITH THE SECURITIES AND EXCHANGE
COMMISSION.

                                       ###

                             [LOGO] RECYCLED PAPER
            ALLETE - 30 West Superior Street, Duluth, Minnesota 55802
                                 www.allete.com



ALLETE NEWS RELEASE                                                       PAGE 2
- --------------------------------------------------------------------------------

                                                            ALLETE, INC.
                                                  CONSOLIDATED STATEMENT OF INCOME
                                            FOR THE PERIODS ENDED JUNE 30, 2003 AND 2002
                                                  Millions Except Per Share Amounts

                                                                                 QUARTER ENDED                  SIX MONTHS ENDED
                                                                            2003             2002            2003            2002
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                               
OPERATING REVENUE
     Energy Services                                                        $158.5          $154.1          $337.6         $297.0
     Automotive Services                                                     240.7           216.8           473.6          425.6
     Investments                                                              10.7             5.0            21.6           21.6
- ------------------------------------------------------------------------------------------------------------------------------------

         Total Operating Revenue                                             409.9           375.9           832.8          744.2
- ------------------------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES
     Fuel and Purchased Power                                                 64.9            59.2           132.3          108.6
     Operations                                                              266.9           242.8           543.1          489.0
     Interest                                                                 13.9            16.2            28.7           32.1
- ------------------------------------------------------------------------------------------------------------------------------------

         Total Operating Expenses                                            345.7           318.2           704.1          629.7
- ------------------------------------------------------------------------------------------------------------------------------------

OPERATING INCOME FROM CONTINUING OPERATIONS                                   64.2            57.7           128.7          114.5

DISTRIBUTIONS ON REDEEMABLE
     PREFERRED SECURITIES OF ALLETE CAPITAL I                                  1.5             1.5             3.0            3.0

INCOME TAX EXPENSE                                                            25.3            22.2            49.9           43.9
- ------------------------------------------------------------------------------------------------------------------------------------

INCOME FROM CONTINUING OPERATIONS                                             37.4            34.0            75.8           67.6

INCOME FROM DISCONTINUED OPERATIONS - NET OF TAX                               7.0             4.8            12.9            6.4
- ------------------------------------------------------------------------------------------------------------------------------------

NET INCOME                                                                  $ 44.4          $ 38.8          $ 88.7         $ 74.0
- ------------------------------------------------------------------------------------------------------------------------------------

AVERAGE SHARES OF COMMON STOCK
     Basic                                                                    82.6            81.0            82.4           80.7
     Diluted                                                                  82.9            81.7            82.6           81.3
- ------------------------------------------------------------------------------------------------------------------------------------

EARNINGS PER SHARE OF COMMON STOCK
     Basic   - Continuing Operations                                         $0.45           $0.42           $0.92          $0.84
               Discontinued Operations                                        0.09            0.06            0.16           0.08
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                             $0.54           $0.48           $1.08          $0.92
- ------------------------------------------------------------------------------------------------------------------------------------

     Diluted - Continuing Operations                                         $0.45           $0.41           $0.92          $0.83
               Discontinued Operations                                        0.08            0.06            0.15           0.08
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                             $0.53           $0.47           $1.07          $0.91
- ------------------------------------------------------------------------------------------------------------------------------------

DIVIDENDS PER SHARE OF COMMON STOCK                                        $0.2825          $0.275          $0.565          $0.55
- ------------------------------------------------------------------------------------------------------------------------------------




                                  ALLETE, INC.
                           CONSOLIDATED BALANCE SHEET
                                    Millions

                                                  JUN. 30,        DEC. 31,
                                                    2003            2002
- --------------------------------------------------------------------------
                                                            

ASSETS

Current Assets                                    $  800.8        $  658.4
Property, Plant and Equipment                      1,480.6         1,364.7
Investments                                          166.8           170.9
Goodwill                                             508.2           499.8
Other                                                111.4           107.3
Discontinued Operations                              341.4           346.1

- --------------------------------------------------------------------------
TOTAL ASSETS                                      $3,409.2        $3,147.2
- --------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities                               $  786.8        $  738.2
Long-Term Debt                                       753.2           661.3
Other Liabilities                                    294.4           277.4
Discontinued Operations                              170.4           162.9
Mandatorily Redeemable Preferred
  Securities of ALLETE Capital I                      75.0            75.0
Shareholders' Equity                               1,329.4         1,232.4

- --------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $3,409.2        $3,147.2
- --------------------------------------------------------------------------




ALLETE NEWS RELEASE                                                       PAGE 3
- --------------------------------------------------------------------------------


                                                                               QUARTER ENDED                  SIX MONTHS ENDED
                                                                                  JUNE 30,                        JUNE 30,
ALLETE, INC.                                                                2003           2002            2003             2002
- ------------------------------------------------------------------------------------------------------------------------------------
NET INCOME
Millions
                                                                                                             
   Energy Services                                                          $ 6.8          $ 9.7            $19.0            $18.8
   Automotive Services                                                       34.1           30.0             60.8             54.9
   Investments and Corporate Charges                                         (3.5)          (5.7)            (4.0)            (6.1)
- ------------------------------------------------------------------------------------------------------------------------------------
   Income from Continuing Operations                                         37.4           34.0             75.8             67.6
   Income from Discontinued Operations                                        7.0            4.8             12.9              6.4
- ------------------------------------------------------------------------------------------------------------------------------------
     Net Income                                                             $44.4          $38.8            $88.7            $74.0
- ------------------------------------------------------------------------------------------------------------------------------------

DILUTED EARNINGS PER SHARE

   Continuing Operations                                                    $0.45          $0.41            $0.92            $0.83
   Discontinued Operations                                                   0.08           0.06             0.15             0.08
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                            $0.53          $0.47            $1.07            $0.91
- ------------------------------------------------------------------------------------------------------------------------------------

STATISTICAL DATA

CORPORATE
     Common Stock
         High                                                              $26.70         $31.10           $26.70           $31.10
         Low                                                               $20.50         $27.09           $18.75           $24.25
         Close                                                             $26.55         $27.10           $26.55           $27.10

     Book Value                                                            $15.39         $14.21           $15.39           $14.21

ENERGY SERVICES
     Millions of Kilowatthours Sold

         Utility
              Retail
                Residential                                                 223.9          232.8            536.8            518.6
                Commercial                                                  289.6          295.1            616.0            609.6
                Industrial                                                1,655.0        1,755.2          3,373.6          3,405.0
                Other                                                        18.3           17.8             38.8             37.6
              Resale                                                        505.4          400.8            913.2            843.7
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                          2,692.2        2,701.7          5,478.4          5,414.5
         Nonregulated                                                       281.1          226.7            700.2            310.3
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                          2,973.3        2,928.4          6,178.6          5,724.8
AUTOMOTIVE SERVICES
         Vehicles Sold
              Wholesale                                                   471,000        454,000          933,000          915,000
              Total Loss                                                   49,000         44,000           98,000           89,000
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                          520,000        498,000        1,031,000        1,004,000

         Conversion Rate - Wholesale Vehicles                               61.1%          59.7%            61.8%            62.6%

         Vehicles Financed                                                241,000        241,000          474,000          478,000